SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               -------------------
                                    FORM 10-K
                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
(Mark One)

|X|   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

For the fiscal year ended December 31, 2004

                                       OR

|_|   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the transition period from __________ to __________

                         Commission File Number 0-29359


                                 GOAMERICA, INC.
                      ------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


          Delaware                                       22-3693371
------------------------------------      --------------------------------------
  (State or Other Jurisdiction of          (I.R.S. Employer Identification No.)
  Incorporation or Organization)


433 Hackensack Avenue, Hackensack, New Jersey                       07601
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)


Registrant's telephone number, including area code  (201) 996-1717


Securities registered pursuant to Section 12(b) of the Act:

     Title of each class               Name of Each Exchange on Which Registered
     -------------------               -----------------------------------------
None
-----------------------------          -----------------------------------------

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $0.01 par value
--------------------------------------------------------------------------------
                                (Title of Class)
<PAGE>

      Indicate by check mark whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                  Yes: |X|                           No: |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

      Indicate by check mark whether the registrant is an accelerated  filer (as
defined in Rule 12b-2 of the Act).

                  Yes: |X|                           No: |_|

      The aggregate  market value of the voting common equity of the  registrant
held by  non-affiliates  (for this  purpose,  persons  and  entities  other than
executive officers,  directors,  and 5% or more shareholders) of the registrant,
as of the last business day of the registrant's  most recently  completed second
fiscal quarter (June 30, 2004), was $11,778,583.

      Indicate  the  number of shares  outstanding  of each of the  registrant's
classes of common stock, as of March 24, 2005:

                   Class                           Number of Shares
                   -----                           ----------------

         Common Stock, $0.01 par value                2,093,451

      The following  documents  are  incorporated  by reference  into the Annual
Report on Form 10-K: Portions of the registrant's definitive Proxy Statement for
its 2005 Annual Meeting of Stockholders  are incorporated by reference into Part
III of this Report.
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
             Item                                                                                   Page
             ----                                                                                   ----
<S>          <C>    <C>                                                                             <C>
PART I       1.     Business of the Company................................................            2
             2.     Properties.............................................................           12
             3.     Legal Proceedings......................................................           12
             4.     Submission of Matters to a Vote of Security Holders....................           14
             4A.    Executive Officers of the Registrant...................................           14

PART II      5.     Market for the Registrant's Common Equity, Related Stockholder
                         Matters and Issuer Purchases of Equity Securities.................           16
             6.     Selected Consolidated Financial Data...................................           18
             7.     Management's Discussion and Analysis of Financial Condition and
                         Results of Operations.............................................           20
             7A.    Quantitative and Qualitative Disclosures About Market Risk.............           33
             8.     Financial Statements and Supplementary Data............................           33
             9.     Changes in and Disagreements with Accountants on Accounting and
                         Financial Disclosure..............................................           33
             9A.    Controls and Procedures................................................           34
             9B.    Other..................................................................           34

PART III    10.     Directors of the Registrant............................................           35
            11.     Executive Compensation.................................................           35
            12.     Security Ownership of Certain Beneficial Owners and Management.........           35
            13.     Certain Relationships and Related Transactions.........................           35
            14.     Principal Accountant Fees and Services.................................           35

PART IV     15.     Exhibits and Financial Statements......................................           36

SIGNATURES.................................................................................           38

EXHIBIT INDEX..............................................................................           39

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE................          F-1
</TABLE>
<PAGE>

      Each  reference in this Annual  Report to  "GoAmerica",  the  "Company" or
"We",  or any  variation  thereof,  is a reference  to  GoAmerica,  Inc. and its
subsidiaries, unless the context requires otherwise.

      Many  of  GoAmerica's   product/service   names  referred  to  herein  are
trademarks,  service marks or  tradenames of GoAmerica.  This Annual Report also
includes  references  to  trademarks  and  tradenames  of other  companies.  The
GoAmerica and Wynd  Communications  names and logos and the names of proprietary
products  and  services  offered  by  GoAmerica  and  Wynd   Communications  are
trademarks,  registered trademarks, service marks or registered service marks of
GoAmerica.

                           FORWARD-LOOKING STATEMENTS

      The  statements  contained in this Annual Report on Form 10-K that are not
historical facts are  forward-looking  statements (within the meaning of Section
21E of the  Securities  Exchange Act of 1934, as amended) that involve risks and
uncertainties.  Such forward-looking  statements may be identified by the use of
forward-looking  terminology  such  as  "may",  "will",  "expect",   "estimate",
"anticipate",  "continue",  or similar  terms,  variations  of such terms or the
negative of those  terms.  Such  forward-looking  statements  involve  risks and
uncertainties, including, but not limited to: (i) our limited operating history;
(ii) our ability to successfully  manage our relationship with EarthLink;  (iii)
our dependence on EarthLink to provide billing,  customer and technical  support
to  certain  of our  subscribers;  (iv) our  ability  to  respond  to the  rapid
technological  change of the wireless data industry and offer new services;  (v)
our  dependence  on wireless  carrier  networks;  (vi) our ability to respond to
increased  competition  in the  wireless  data  industry;  (vii) our  ability to
integrate acquired  businesses and technologies;  (viii) our ability to generate
revenue  growth;  (ix) our  ability  to  increase  or  maintain  gross  margins,
profitability,  liquidity and capital  resources;  (x) our ability to manage our
remaining  operations;  and (xi) difficulties inherent in predicting the outcome
of regulatory  processes.  Such risks and others are more fully described in the
Risk Factors set forth in Exhibit 99.1 to this Annual Report. Our actual results
could  differ  materially  from the  results  expressed  in, or implied by, such
forward-looking statements.

                                     PART I

ITEM 1. BUSINESS OF THE COMPANY.

GENERAL

      GoAmerica(R) is a wireless data communications service provider,  offering
solutions  primarily  for  consumers  who  are  deaf,  hard  of  hearing  and/or
speech-impaired,  including  wireless  subscription  and value  added  services,
Internet   relay   services  and   wireless   devices  and   accessories.   Wynd
Communications  Corporation,  a wholly owned  subsidiary  of  GoAmerica,  offers
enhanced services known as WyndTell(R) and WyndPower(TM),  which assist our deaf
or hard of hearing customers in communicating from most major metropolitan areas
in the  continental  United  States and parts of Canada.  WyndTell and WyndPower
allow customers to send and receive  TTY/TDD (text telephone or  teletypewriter)
messages, faxes, and text-to-speech messages, send and receive email messages to
and from any email service,  provide for delivery and  acknowledgements  of sent
messages that are read,  and access the Internet  using such wireless  computing
devices as  Research  in Motion,  or RIM,  wireless  handheld  devices,  certain


                                       2
<PAGE>

Motorola  paging  devices and the T-Mobile  Sidekick,  Fido  hiptop,  and SunCom
hiptop devices running on Danger Inc.'s hiptop platform.  GoAmerica continues to
offer wireless data products and services to the consumer and enterprise markets
as well as support customers who use our proprietary  software technology called
Go.Web(TM).  Go.Web is designed for use mainly by enterprise customers to enable
secure wireless  access to corporate data and the Internet on numerous  wireless
computing devices (including RIM's BlackBerry and interactive  handheld devices;
Microsoft   Pocket  PC-based   personal  digital   assistants;   Palm  operating
system-based  handheld  computing  devices;  and  laptop  computers).  The  Wynd
Communications  and  Go.Web  services  transmit  over most major  wireless  data
networks  in  North  America.   Our  revenues  are  derived   principally   from
subscription  to our  value-added  wireless data services,  for which  customers
typically pay monthly recurring fees. We derive additional revenue from the sale
of wireless  communications  devices and  commissions  from the  acquisition  of
subscribers  on behalf of various  wireless  network  providers.  We continue to
engineer our technology to operate with new versions of wireless devices as they
emerge. In September 2004, we launched our GA Prepaid(TM)  division and expanded
our product portfolio by commencing to offer prepaid products and services, such
as  domestic  and  international   calling  cards,   prepaid   cellular/wireless
telephones and related services. On December 1, 2004, we acquired certain assets
from Global  Interactive(TM),  an  established  provider  of wireless  products,
services  and  accessories.  Subject to our  capital  constraints,  we intend to
evaluate additional  alliances and acquisitions that we believe will allow us to
quickly increase the scale and scope of our business.

      Our principal office is located at 433 Hackensack Avenue,  Hackensack, New
Jersey 07601, our voice telephone  number is (201) 996-1717,  and our TTY number
is (201)  527-1520.  Our web site is located at  www.goamerica.com.  We have not
incorporated  by reference into this Form 10-K any of the information on our web
site, and you should not consider it to be a part of this document. Our web site
address is included in this document as an inactive textual reference only.

CORPORATE HISTORY

      GoAmerica  Communications  Corp. was  incorporated in Delaware in 1996. In
December  1999,  GoAmerica,  Inc. was  incorporated  in Delaware and each of the
security  holders  of  GoAmerica  Communications  Corp.  exchanged  all of their
outstanding  securities  for newly issued  securities of GoAmerica,  Inc.,  with
GoAmerica  Communications Corp. becoming a wholly owned subsidiary of GoAmerica,
Inc. GoAmerica, Inc. consummated the initial public offering of its common stock
in April 2000 and acquired Wynd Communications on June 28, 2000.

      On November 7, 2000,  we  acquired  substantially  all the assets of Flash
Creative  Management,  Inc.,  a provider  of  consulting  services  to  business
customers  in the areas of business  improvement,  strategy  and redesign and in
software  development and  integration,  lines of business that we are currently
not pursuing.

      On September  25, 2002, we revised our Go.Web  business  model by entering
into a series of agreements  with  EarthLink,  Inc.  ("Earthlink"),  pursuant to
which,  among other  things,  EarthLink  purchased  all of our Cellular  Digital
Packet  Data  (also  known as  "CDPD")  subscribers  and  certain  other  Go.Web
subscribers, EarthLink provides billing, collections and customer service to our
Go.Web  customers,  and EarthLink and GoAmerica  collaborated  on marketing each
other's  services and developing new applications for and extensions of existing
technologies and services.  The initial term of this relationship with EarthLink
was two years and it has continued to operate on  substantially  similar  terms;
however,  we  cannot  predict  at this time  whether  this  arrangement  will be
extended, terminated or restructured.


                                       3
<PAGE>

OUR BUSINESS

      GoAmerica's  strategy is to focus its  resources on providing a variety of
accessible  communications  services  to people  who are deaf,  hard of  hearing
and/or  speech   impaired.   According  to  the  American   Speech  and  Hearing
Association,  more than 28 million Americans currently  experience some level of
significant hearing loss.

      At  December  31,  2004,   GoAmerica   had   approximately    7,400   Wynd
Communications  subscribers and approximately  48,700  Go.Web subscribers,  from
which we receive,  directly or indirectly,  monthly  subscription fees and, to a
lesser degree,  usage fees.  Throughout 2004, the number of Wynd  Communications
subscribers  decreased,  in part due to migration to newer  networks and devices
offered by wireless  carriers and in part due to our strengthening of our credit
profile requirements.  Accordingly,  we have been shifting our business emphasis
from the resale of network airtime to a more concentrated  effort on value added
services,  which we believe will result in a lower  overall cost  structure  and
higher gross margin  contribution from our wireless revenue streams.  This shift
has also permitted us to restructure our previous agreement with  Communications
Services for the Deaf ("CSD") to serve as our  outsourced  provider for customer
support  during  nights and  weekends.  Our  relationship  with CSD  enables our
customers to contact us via voice, TTY, or email on a 7 x 24 basis.

      The  subscription  and value  added  services  currently  offered  by Wynd
Communications  are WyndTell and WyndPower,  which enable deaf,  hard of hearing
and/or  speech-impaired  users to communicate with co-workers,  friends,  family
members, and AAA Emergency Roadside service, by means of wireless devices, using
communications  options  such  as  email,  fax,  paging,  text-to-speech,   Text
Telephone  ("TTY",  sometimes  referred  to as "TDD")  messaging,  and  operator
assisted services as well as access to the Internet.

      In  addition  to  wireless  subscription  and  value  added  services,  we
currently offer two forms of Internet Relay service: a wireless service marketed
in conjunction with Sprint  Corporation,  which launched in August 2004, and, as
of March 24, 2005, our i711.com(TM) branded Internet service, which uses Nordia,
Inc.'s   technology   platform  and  relay   operators   (also  referred  to  as
Communication  Assistants or "CA's") to  facilitate  calls.  Our wireless  relay
service called Sprint Relay  Wireless(TM),  which launched in May 2004,  permits
deaf consumers to contact a Telecommunications Relay Service, or "TRS", operator
to place a "live" call using certain wireless handheld  devices.  TRS generally,
enables  standard voice  telephone  users to talk to people who have  difficulty
hearing  or  speaking  on the  telephone  by having a  Communications  Assistant
interpret for both parties.

      Substantially all TRS, including our Internet Relay services,  are free to
the consumers who use them. Like the other relay service  providers,  we receive
payment  indirectly from the federal government based on relay minutes used that
are initiated on our particular service. The Federal  Communications  Commission
requires  all  telephone  common  carriers to pay  certain  amounts to a central
reimbursement fund,  establishes a per-minute  reimbursement rate and authorizes
the National Exchange Carriers Association to administer the payments to service
providers  like us from the  reimbursement  fund.  To date,  our Internet  Relay
services  have not been a significant  source of revenue,  we do not know if our
services will initiate a critical mass of communication  minutes,  and we do not
know if the current and future  per-minute  reimbursement  rates will  increase,
decrease or remain  substantially  the same as current levels.  (see "Business -
Government Regulation")


                                       4
<PAGE>

      For a person that is deaf or severely  hard of hearing,  the TTY or TDD, a
text-based  communications  instrument  that  operates in North America using an
outdated  Baudot  45.5  protocol,  had  historically  been  the  centerpiece  of
telecommunications  accessibility,  usually requiring a wireline connection. The
size and  weight  of most TTY  devices  and the slow  transmission  speed of the
Baudot  protocol  makes  communicating  "on-the-go" a difficult  task for a deaf
individual.  Over the years,  advances in regulatory  policy and technology have
vastly  improved  the level of  communications  accessibility  available to deaf
consumers nationwide. (see "Business - Government Regulation").

      Although some people who are deaf or hard of hearing are still able to use
voice-based  communications services, TRS are a basic necessity for those within
this segment of the population who are profoundly deaf or speech  impaired.  The
Internet  Relay and Video  Relay  sectors  of TRS are  growing  steadily  due to
broadband technology  developments and the prevalence of the Internet.  Internet
Relay is  available  to anyone who has access to the  Internet  via a  computer,
wireless   handheld  device,   Web-capable   telephone  or  any  other  Internet
Protocol-based  device.  Unlike traditional TRS, where a TTY user contacts a TRS
center  via  telephone  lines and the CA at the TRS center  calls the  receiving
party via voice telephone, the first leg of an Internet Relay call goes from the
caller's computer or other  Web-capable  device, to the TRS relay center via the
Internet.  With the  development  of  multiple  Internet  Relay  services,  deaf
consumers now can choose their own relay provider  rather than being required to
use the provider for the State in which they live. We developed our i711.com web
portal and service with distinctive calling features and a community orientation
in order to be perceived  as user  friendly,  familiar and a preferred  Internet
Relay service.

      Video Relay services enable  individuals who use American Sign Language to
use video equipment to make calls by communicating with a CA, who interprets the
initial  message into either  speech or text and signs back the hearing  party's
response. We do not presently offer a Video Relay service; however, we intend to
explore opportunities to be able to offer Video Relay services in the future.

      We believe that the potential market for wireless and relay communications
services  among  deaf and hard of  hearing  consumers  is  largely  underserved,
providing us with opportunities for additional growth.

      We seek to deepen  penetration  within our installed  subscriber  base and
expand the breadth of our overall  customer base by  distinguishing  our current
and  future  offerings  with  value  added  solutions  and,  subject  to capital
constraints,  through  increased  marketing  activities.  In September  2004, we
launched  our  GA  Prepaid  division  and  expanded  our  product  portfolio  by
commencing  to  offer  prepaid  products  and  services,  such as  domestic  and
international  calling cards, prepaid  cellular/wireless  telephones and related
services.  We are in the  process  of  obtaining  certification  of our  prepaid
telephones  for use with hearing aids. On December 1, 2004, we acquired  certain
assets from Global  Interactive,  an established  provider of wireless products,
services and accessories, including the proprietary BerryPac(TM), which includes
a custom designed carrying case for RIM's Blackberry wireless devices.


                                       5
<PAGE>

      Our GA Prepaid telephone calling cards are marketed to U.S. consumers, for
whom prepaid  calling  cards are a primary  means of domestic and  international
telecommunications,  under a variety of brand names,  including Cafe' Con Leche,
Caribbean  Express(TM) and Caribbean  Queen(TM),  Canela(TM),  Charitto(TM),  El
Gordo(TM), GA Worldwide(TM),  Mi Sueno(TM), and Ta Mejor(TM).  Cards are sold in
various denominations through non-exclusive distributors,  the majority of which
are currently  located in the northeastern  U.S.  Revenues derived from sales of
our prepaid  calling  cards are deferred  upon sale of the cards and  recognized
upon the earlier of the card being fully utilized or its expiration, which is 90
days from the date of first usage.

      We have established our own telecommunications switching platform, using a
combination  of  dedicated   lines  and   Voice-over-Internet   Protocol  (VOIP)
technology  as the  underlying  network  architecture.  Our  switching  platform
connects to multiple tier-1 and tier-2 carriers that terminate traffic for us in
over 250 countries and territories.

      In addition to prepaid  calling  cards,  in March 2005,  we began  selling
prepaid wireless services, consisting of a new Clear Mobile(TM) wireless handset
with approximately 100 prepaid minutes of use on Cingular's  network.  Consumers
can  purchase  Clear  Mobile  refill  cards by  various  means,  including  from
authorized  retail  outlets or  distributors,  from us directly  and via certain
websites.  Additionally,  some competitor  refill cards can be utilized with our
phones for which we would not receive revenue. Our prepaid wireless services can
be used  nationally,  however  our  current  distribution  is  primarily  in the
northeast U.S. due to our recent service  rollout and our corporate  location in
that geographic market.

      Our Global  Interactive  product lines provides,  among other things,  the
opportunity  to sell  wireless  communications  devices  and  earns  commissions
through the  acquisition of subscribers on behalf of various  network  providers
with which we do not otherwise have reseller agreements.

      We continue to support wireless data technology, applications and software
that address the productivity and communications  needs of enterprise  customers
and consumers.  In the enterprise  market,  our solutions are primarily based on
our  proprietary   software  technology  called  Go.Web.  By  utilizing  Go.Web,
corporations  can improve  the  productivity  of  employees  by enabling  secure
wireless  access to corporate data on many wireless  computing  devices and over
many wireless data networks.  Our Go.Web  technology can be hosted and supported
in a secure network operations center maintained by GoAmerica or its third party
outsourcing  provider.


                                       6
<PAGE>

SALES AND MARKETING

Sales

      We currently sell our services and solutions  through two primary channels
of  distribution:  direct and indirect.  As of March 1, 2005, we had 4 employees
working in our sales department.

      Direct Distribution. Direct distribution methods consist of those channels
in which our  personnel  actively  assist the  customers  with  placing  orders,
currently   comprised   of  our  sales   professionals   and  our   DeafWireless
Superstore(TM),  an online  shopping  portal designed for people who are deaf or
hard of hearing. Our telesales representatives respond to queries generated as a
result of Web site visits and our marketing  efforts,  which usually contain our
toll-free sales telephone and TTY numbers.

      Indirect  Distribution.  Indirect  distribution  methods  consist of those
channels where our distribution  alliance  partners take the order directly from
the  customers or refer  customers  to one of our direct sales  representatives.
With indirect  distribution,  we capture new business  through dealers and value
added resellers.

      Dealers offer our products and services to their  customers and are paid a
commission for each sale. A dealer's commission may consist of a one-time bounty
only or may include a small percentage of revenues generated by their customers.
Dealers are not responsible for billing or supporting the customer.

      Value added resellers buy our services at a discounted wholesale price and
then sell these services to their customers at a retail price. Resellers are not
paid a commission.  Resellers are responsible for selling the GoAmerica  service
and mobile devices, and billing and supporting the customer.  We are responsible
for billing the reseller.

Marketing

      We typically  deploy a marketing mix  consisting of direct mail,  Internet
direct  response,  print ads in  periodicals  aimed at deaf and hard of  hearing
audiences,  and tradeshow sponsorship and support. As of March 1, 2005, we had 3
employees working in our marketing department.

TECHNOLOGY AND OPERATIONS

Service Infrastructure

      Data Center.  We consolidated our Go.Web and WyndTell  production  systems
into a single data center  operated by a third party during April 2004. This new
outsourced  facility  provides mission  critical  services to a variety of large
corporate  clients.  Our  outsourcing  strategy  provides our customers with the
highest levels of reliability while enabling our Company to operate with a lower
overall  cost  structure.  We believe this data center is capable of meeting the
capacity  demands and security  standards for services we have  developed or are
developing for our customers.  Technical personnel will monitor network traffic,
service quality, and security continually.


                                       7
<PAGE>

      Wireless  Networks.   Through  our  relationships  with  leading  wireless
services  providers,  we are able to offer our  customers the ability to use our
wireless  solutions in most major metropolitan areas in the continental U.S. and
parts of Canada.  We are a dealer for a variety of wireless  network  providers,
and, in other cases,  we provide  wireless  services  directly to our  customers
through  reseller  agreements with wireless  network  operators such as Velocita
(formerly  Cingular  Interactive),   Motient  and  Metrocall  (formerly  WebLink
Wireless).  This type of wireless  resale  offering is primarily  limited to our
WyndTell services.

Software Technology

      For our Wynd Communications  business, we deploy a combination of licensed
technology and custom built software. This technology gives our customers access
to wireless messaging and information  services  specifically  geared toward the
needs of the deaf and hard of hearing  users.  We have developed and run gateway
technology to connect  wireless  devices to a variety of traditional TTY devices
as well as our proprietary TTY-based applications.  Currently, our Wynd software
supports the RIM-based  family of 95X and 85X devices,  certain  Motorola paging
devices,  and the  T-Mobile  Sidekick,  Fido  hiptop and SunCom  hiptop  devices
running on Danger Inc.'s hiptop platform.

      For our  continuing  Go.Web  business,  we have  developed  a  proprietary
wireless  services  platform that enables our customers to securely  access most
types of Web-based data from many leading wireless devices.  The Go.Web platform
also allows qualified  developers to introduce standard  Web-based  applications
for many wireless  devices and networks.  As a result of our Go.Web  development
efforts,  our  engineering  staff  has  acquired  substantial  wireless  and Web
formatting  expertise,  which  enables us to develop  solutions  as new wireless
devices are  introduced.  In addition,  the Go.Web  compression  technology  and
enhanced wireless  transport protocol included in our software provide bandwidth
efficiency and maximize data transmission speeds. We also have employed industry
standard SSL, or secure sockets layer,  and use Certicom's  cryptography  within
the Go.Web infrastructure.


                                       8
<PAGE>

Licensed Software Technology

      The Velocita (formerly  Cingular)  Interactive Paging Service,  or IPS, is
based on server  software that we have licensed.  We are one of a limited number
of companies that have deployed an IPS gateway.  This service  provides  two-way
messaging on devices such as the RIM interactive devices.

Customer Service, Billing and Fulfillment

      We  provide  corporate  or  individual   customer  billing  for  all  Wynd
Communications  customers'  subscription  fees,  devices and  modems,  and other
related  fees.  Resellers  such as  EarthLink  provide the  majority of customer
support and billing for our Go.Web services.  The outsourcing  structure enables
us to provide our customers with best-in-class  support while minimizing our own
costs of operations.

      For product  fulfillment,  we maintain an inventory of mobile  devices for
our Wynd Communications,  Global Interactive and Prepaid customers, which we buy
from third-party  manufacturers  and resellers.  EarthLink handles that function
for our Go.Web customers.

COMPETITION

      The market for our wireless services is becoming increasingly competitive.
The   widespread   adoption  of  industry   standards  in  the   wireless   data
communications  market may make it easier for new market  entrants  and existing
competitors to introduce services that compete against ours. Our competitors may
use the same  products  and  services  in  competition  with us.  With  time and
capital,  it would be possible for  competitors  to replicate our  services.  We
expect  that  we will  compete  primarily  on the  basis  of the  functionality,
breadth, quality and price of our services.

      Many of our existing and potential  competitors have substantially greater
financial,  technical, marketing and distribution resources than we do, although
none (to our  knowledge)  are  exclusively  devoted to consumers who are deaf or
hard of hearing as is our Wynd  Communications  subsidiary.  Despite the lack of
focus, many of these companies may have greater name recognition and may be able
to adopt more  aggressive  pricing  policies and offer customers more attractive
terms than we can.  Competitive  pressures may have a material adverse effect on
our  business  and  reduce  our  market  share or force  us to lower  prices  to
unprofitable levels.

RESEARCH AND DEVELOPMENT

      Most of our product and service  offerings  are developed  internally.  We
also  purchase and license  technology.  We continue to enhance the features and
performance  of  our  existing  products  and  services.  In  addition,  we  are
continuing  to develop  new  products  to meet our  customers'  expectations  of
ongoing innovation and enhancement within our suite of products.

      Our  ability to meet our  customers'  expectations  depends on a number of
factors, including our ability to identify and respond to emerging technological
trends in our target markets, develop and maintain competitive products, enhance
our existing  products by adding features and functionality  that  differentiate
them from  those of our  competitors  and bring  products  to market on a timely
basis and at competitive  prices.  Consequently,  we have made, and we intend to
continue  to make,  investments  in  research  and  development,  subject to our
capital constraints.


                                       9
<PAGE>

INTELLECTUAL PROPERTY RIGHTS

      We have not yet obtained  patents on our technology that would preclude or
inhibit  competitors  from using our  technology.  In February  2001, we filed a
patent application on certain aspects of our Go.Web technology.  The application
is presently  pending in the United States  Patent and Trademark  Office and has
been filed internationally.  Certain aspects of our various technologies rely on
perpetual,  royalty-free,  worldwide licenses under third party patents relating
to  wireless  products  and  services.  We  rely  on a  combination  of  patent,
copyright,  trademark,  service mark, trade secret laws, unfair  competition law
and contractual restrictions to establish and protect certain proprietary rights
in our technology  and  intellectual  property.  We have received or applied for
registration  of certain of our GoAmerica and Wynd names and marks in the United
States  Patent  and  Trademark  Office.  The steps  taken by us to  protect  our
intellectual  property may not prove sufficient to prevent  misappropriation  of
our  technology  or to deter  independent  third  party  development  of similar
technologies. In addition, the laws of certain foreign countries may not protect
our  technologies or  intellectual  property rights to the same extent as do the
laws of the United States. We also rely on certain  technologies that we license
from third parties. These third party technology licenses may not continue to be
available to us on commercially attractive terms. The loss of the ability to use
such  technology  could  require  us to  obtain  the  rights  to use  substitute
technology, which could be more expensive or offer lower quality or performance,
and  therefore  have  a  material  adverse  effect  on our  business,  financial
condition or results of operations. Third parties could claim infringement by us
with  respect  to  current  or future  technology.  We expect  that we and other
participants in our markets will be increasingly  subject to infringement claims
as the number of services and  competitors in our industry  segment  grows.  Any
such claim,  whether  meritorious  or not,  could be time  consuming,  result in
costly litigation,  cause service or installation interruptions or require us to
enter into royalty or licensing agreements. Such royalty or licensing agreements
might not be available  on terms  acceptable  to us or at all. As a result,  any
such claim could have a material  adverse  effect upon our  business,  financial
condition or results of operations.

GOVERNMENT REGULATION

      The enactment of the Americans with Disabilities Act of 1990 mandated that
every State implement a system for  Telecommunications  Relay Services whereby a
deaf consumer, using a TTY connected to the telephone network, could communicate
with  a  hearing  person  through  the  use of a  relay  operator.  The  Federal
Communications    Commission   ("FCC")   has   oversight    responsibility   for
Telecommunications  Relay Services in the U.S. and maintains guidelines that all
States must follow.  These services,  beginning  statewide in California in 1987
and nationally  available  since 1992,  empowered deaf consumers to expand their
use of the TTY in telephone  conversations  with hearing parties as well. At the
national  level,  interstate  relay services are funded by  FCC-mandated  common
carrier  contributions  to a  reimbursement  fund  that is  administered  by the
National  Exchange  Carrier's  Association.   At  the  State  level,  funds  for
intrastate  relay  reimbursement  can come from rate  payer  surcharges,  tariff
charges to the local exchange carrier or taxes as administered by the State.


                                       10
<PAGE>

      We are not currently subject to direct federal,  state or local government
regulation,  other than  regulations  that apply to  businesses  generally.  The
wireless  network  carriers we contract  with to provide  airtime are subject to
regulation by the FCC. Changes in FCC regulations  could affect the availability
of wireless  coverage these carriers are willing or able to sell to us. We could
also be adversely  affected by developments in regulations that govern or may in
the future  govern the Internet,  the  allocation  of radio  frequencies  or the
placement of cellular towers.  Also,  changes in these  regulations could create
uncertainty  in the  marketplace  that could  reduce  demand for our services or
increase  the  cost of doing  business  as a result  of costs of  litigation  or
increased  service  delivery  cost or could in some other manner have a material
adverse effect on our business, financial condition or results of operations.

      We currently do not collect  sales or other taxes with respect to the sale
of  services or  products  in states and  countries  where we believe we are not
required to do so. We do collect  sales and other taxes in the State in which we
have an office and are required by law to do so. One or more  jurisdictions have
sought to impose  sales or other tax  obligations  on  companies  that engage in
online commerce  within their  jurisdictions.  A successful  assertion by one or
more  jurisdictions  that we should collect sales or other taxes on our products
and services, or remit payment of sales or other taxes for prior periods,  could
have a material adverse effect on our business,  financial  condition or results
of operations.

      Any new legislation or regulation that may be adopted by the United States
Congress to regulate the Internet,  or the  application  of laws or  regulations
from jurisdictions whose laws do not currently apply to our business, could have
a material adverse effect on our business.

EMPLOYEES

      As of March 1, 2005, we had a total of 40 full-time employees. None of our
employees are covered by a collective bargaining agreement.  We believe that our
relations with our employees are good.


                                       11
<PAGE>

ITEM 2. PROPERTIES. REFERENCE NEW LEASE

      We  own no  real  property.  Our  principal  offices  are  located  at 433
Hackensack Avenue in Hackensack,  New Jersey, consisting of approximately 10,000
square feet that we lease until July 2007.  On November 14, 2003,  GoAmerica and
our GoAmerica Communications  Corporation subsidiary entered into two agreements
with  Stellar  Continental  LLC  ("Stellar"),  the then lessor of our  corporate
headquarters  at 433  Hackensack  Avenue and our former office at 401 Hackensack
Avenue,  both located in Hackensack,  New Jersey. The agreements  consisted of a
Surrender Agreement and a new Lease Agreement as well as a Common Stock purchase
warrant.  These  agreements  enabled  us and our  subsidiary  to cure all  prior
defaults  under the  previous  lease,  which we refer to below as the  "Original
Lease",  and terminated all parties' rights and  obligations  under the Original
Lease,  in  exchange  for (i)  Stellar's,  or its  successors'  right to  retain
$555,755  previously  drawn on a letter  of  credit  of ours  that  secured  the
Original Lease,  (ii) our issuing a warrant to Stellar that allows it to acquire
up to 12,500 shares of our Common Stock at an exercise price of $36.80 per share
at any time prior to the close of business on November 13,  2008,  and (iii) the
execution  of a new lease,  between  our  GoAmerica  Communications  Corporation
subsidiary  and Stellar for office space at 433 Hackensack  Avenue,  Hackensack,
New  Jersey.  This new  lease was  entered  into as of  August  1,  2004.  These
agreements  relieved us of approximately $8.1 million of future minimum payments
on operating lease  obligations.  These  agreements also require us to rent from
Stellar's  successor  any new office space in New Jersey that we require  during
the term of the new lease, on terms no less favorable than the new lease.

      The offices of Wynd  Communications  formerly  located in San Luis Obispo,
California,  consisting of  approximately  7,400 square feet, were  consolidated
with our Hackensack, New Jersey office during the first half of 2004.

      In  April  2004,  we  consolidated  all of  our  network  operations  to a
co-location  third party  facility in Leonia,  New Jersey.  The agreement  under
which we operated  our  approximately  7,000  square foot New York City  network
operating  center  expired on February  29,  2004.  We believe  that our current
facilities are adequate to support our existing operations subject to any credit
or liquidity matters discussed in "Risk Factors".

ITEM 3. LEGAL PROCEEDINGS.

      On February  15,  2002,  Eagle Truck Lines Inc.  (also known as Air Eagle,
Inc.) filed suit against  GoAmerica,  Inc. in the Superior Court of the State of
California for the County of Los Angeles seeking payment of $590,000, plus other
damages,  expenses,  interest and costs of suit.  This action was removed to the
United  States  District  Court  for the  Central  District  of  California  and
subsequently,  pursuant to a motion  brought by  GoAmerica,  transferred  to the
District of New Jersey where GoAmerica  moved to have it  consolidated  with the
action  described in the next paragraph.  Air Eagle alleged that  GoAmerica,  as
successor in interest to Flash Creative  Management,  Inc. ("Flash"),  failed to
perform its  obligations  under a  consulting  contract  dated July 2, 1999 (the
"Contract"),  by and  between  Flash  and Air  Eagle.  Air  Eagle  alleged  that
GoAmerica  assumed the rights and liabilities under this Contract as a result of
the Company's  purchase of substantially  all of the assets of Flash in November
2000.  On  September  19,  2003,  Air Eagle  filed  for  Chapter  11  bankruptcy
protection in the United  States  Bankruptcy  Court for the Central  District of
California.  In December 2004, the parties agreed and received court approval to
settle this litigation in consideration of GoAmerica's paying Air Eagle $140,000
and  Air  Eagle  principals  agreeing  to  assist  GoAmerica  in  the  Company's
litigation against the Flash Defendants below.


                                       12
<PAGE>

      In a separate but related matter,  on July 31, 2002,  GoAmerica filed suit
against Flash and certain former officers and  shareholders of Flash (the "Flash
Defendants")  in the United States District Court for the District of New Jersey
for  violations  of  federal  and state  securities  law and common law fraud in
connection  with the sale of the assets of Flash to GoAmerica.  In October 2002,
each of the Flash Defendants filed answers to GoAmerica's  complaint denying all
of the Company's charges,  with one of the Flash Defendants adding counterclaims
against the Company and certain  named  officers  alleging,  among other things,
fraudulent  misrepresentation,  violations  of state  securities  law and unjust
enrichment in excess of $1 million. The other Flash Defendants have been granted
leave to amend  their  answer to  include  substantially  similar  counterclaims
against the Company and Company officer  defendants.  The Company filed a motion
to dismiss the Flash Defendants'  counterclaims,  and the Flash Defendants filed
cross-motions  for judgment on the  pleadings and for summary  judgment  seeking
dismissal of the Company's  claims  against  them. On March 2, 2005,  all of the
Flash  Defendants'  counterclaims  against the  Company and the Company  officer
defendants were dismissed,  and the Flash  Defendants'  cross-motions to dismiss
the  Company's  claims  against them were denied in all respects  other than the
common law fraud  claim.  The  Company is  exploring  its options as a result of
these favorable dismissals.

      In September 2003,  Michael Marts,  an individual  residing in California,
sued Boundless Depot,  Scott Johnson and Robert  Rademacher  (collectively,  the
"Boundless Depot  Defendants"),  among others, with respect to claims for breach
of  contract  by  some  or  all  of  the  Boundless   Depot   Defendants.   Wynd
Communications  was named as a co-defendant  in this action (the "Marts Action")
as the  successor-in-interest  to the  Deafwireless  assets  that  Wynd  and the
Company  acquired  as of  March 1,  2003  from the  Boundless  Depot  Defendants
pursuant  to an asset  purchase  agreement  dated as of  February  8,  2003 (the
"Deafwireless   Agreement").   All  of  the  claims,  aggregating  approximately
$433,000, arose prior to execution of the Deafwireless Agreement, with more than
half of the damages  claimed  arising prior to 2003. Wynd and the Company are no
longer  parties to the Marts Action  pursuant to their  motion to dismiss  being
granted on March 17, 2005.

      In a separate  but related  matter,  on  September  22,  2004,  two of the
Boundless  Depot  Defendants  sued  GoAmerica  and  Wynd  Communications  in the
Superior  Court of the  State  of  California  for the  County  of Los  Angeles,
claiming  damages  of  one  million  dollars  for  GoAmerica's  refusal  to  pay
unattained  contingent  consideration,  comprising cash and/or  GoAmerica Common
Stock,  to Boundless  Depot in connection with the  Deafwireless  Agreement.  We
believe that the contractual  contingencies of the  Deafwireless  Agreement were
not met and that the  Boundless  Depot  Defendants  remain  in  breach  of their
indemnity obligations under the Deafwireless Agreement with respect to the Marts
Action;  therefore  the  Company  does not  believe  that any of the  contingent
consideration  is  owed.   Moreover,   even  if  all  contingencies   under  the
Deafwireless  Agreement had been attained, the Company believes that the damages
claimed in this case are excessive  since the aggregate value of such contingent
consideration  would not be material.  The Company intends to defend this action
vigorously and may elect to pursue counterclaims.


                                       13
<PAGE>

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      The Annual Meeting of  Stockholders  was held on December 17, 2004.  There
were present at the Annual Meeting, in person or by proxy,  stockholders holding
an  aggregate  of  1,451,978  shares  of Common  Stock out of a total  number of
2,039,565  shares of Common Stock issued and outstanding and entitled to vote at
the Annual  Meeting.  The results of the vote taken at such Annual  Meeting with
respect to the  election of the  nominees to be our Class A directors as elected
by the holders of the Common Stock to hold office until the 2007 Annual  Meeting
were as follows:

              Nominees                 For                  Withheld
             ---------                 ---                  --------
           Joseph Korb              1,449,497                 2,481
           Mark Kristoff            1,450,669                 1,309

      Daniel Luis and David Lyons, who was appointed to our Board on October 21,
2004, continued their terms as Class B directors, which term expires at the 2005
Annual  Meeting  of  Stockholders.  Aaron  Dobrinsky,  Alan  Docter and King Lee
continued  their  terms as Class C  directors,  such terms  expiring at the 2006
Annual Meeting of Stockholders.

ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANT

      The  following  table  identifies  the current  executive  officers of the
Company:

                           CAPACITIES IN                            IN CURRENT
NAME              AGE      WHICH SERVING                          POSITION SINCE
----              ---      -------------                          --------------

Daniel R. Luis    38       Chief Executive Officer and Director        2003

Donald Barnhart   47       Chief Financial Officer                     2004

Jesse Odom        39       Chief Technology Officer                    2000

Wayne D. Smith    46       Executive Vice President, General Counsel   2005
                             and Secretary


                                       14
<PAGE>

------------
      Daniel Luis joined our Board of  Directors  in January 2003 at the time he
was elected our Chief Executive  Officer.  He previously served as our President
and Chief  Operating  Officer from May 2002 until January 2003. Mr. Luis is also
President and Chief Executive Officer of Wynd Communications Corporation,  which
became a wholly owned subsidiary of GoAmerica in June 2000. Mr. Luis joined Wynd
in 1994 and has held his current positions with Wynd since 1998.

      Donald Barnhart joined GoAmerica in 1999 and became its Vice President and
Controller  in 2000.  He was appointed  Chief  Financial  Officer in March 2004.
Prior to joining GoAmerica, Mr. Barnhart was employed by Bogen Communications (a
telecommunications  manufacturer) as its Accounting Manager and operated his own
accounting  and consulting  firm.  Mr.  Barnhart is a CPA in New Jersey.

      Jesse  Odom  joined  GoAmerica  in  1996  as  Vice  President  of  Network
Operations. He was appointed Chief Technology Officer in November 2000. Prior to
joining GoAmerica.

      Wayne  Smith  joined  GoAmerica  in May  2002 as Vice  President,  General
Counsel and was appointed corporate Secretary in November 2003. He was appointed
Executive Vice President,  General Counsel and Secretary in March 2005. Prior to
joining  GoAmerica,  Mr. Smith held a variety of legal and staff  positions with
Viacom  Inc.  (a  diversified  entertainment  company)  from 1985 to 2001,  most
recently serving as Vice President, Corporate Counsel.

      None of our executive  officers is related to any other executive  officer
or to any director of the Company.  Our executive  officers are elected annually
by the Board of Directors and serve at the pleasure of the Board of Directors.


                                       15
<PAGE>

                                    PART II

ITEM  5. MARKET FOR THE REGISTRANT'S COMMON EQUITY,  RELATED STOCKHOLDER MATTERS
         AND ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET FOR OUR COMMON STOCK

      Our common  stock  traded on the Nasdaq  National  Market from our initial
public  offering in April 2000 until August 28, 2002,  at which time our listing
moved to the Nasdaq  Small Cap  Market,  where it  continues  to trade under the
symbol "GOAM".

      The  following  table  sets  forth the high and low sales  prices  for our
common  stock for the  quarters  indicated  as reported  on the Nasdaq  National
Market and Nasdaq SmallCap Market.

            QUARTER ENDED                      HIGH                  LOW
       ---------------------------------------------------------------------
         March 31, 2003.............          $36.80               $16.80
         June 30, 2003..............          $59.20               $12.00
         September 30, 2003.........          $44.80               $19.20
         December 31, 2003..........          $82.40               $23.20
         March 31, 2004.............          $56.80               $14.40
         June 30, 2004..............          $20.00                $6.32
         September 30, 2004.........           $6.88                $2.56
         December 31, 2004..........          $14.50                $2.48

      As of March 24, 2005, the  approximate  number of holders of record of our
common stock was 100 and the  approximate  number of  beneficial  holders of our
common stock was 12,135.

      The market price of our common stock has fluctuated  since the date of our
initial public offering and is likely to fluctuate in the future. Changes in the
market price of our common  stock and other  securities  may result from,  among
other things:

      o     Quarter-to quarter variations in operating results
      o     Operating results being less than analysts' estimates
      o     Changes in analysts' earnings estimates
      o     Announcements of new technologie,  products and services or pricing
            policies by us or our competitors
      o     Announcements of acquisitions or strategic partnerships by us or our
            competitors
      o     Developments in existing customer or strategic relationships
      o     Actual or perceived changes in our business strategy
      o     Developments in pending litigation and claims
      o     Regulatory developments
      o     Sales of large amounts of our common stock
      o     Changes in market  conditions  in wireless  technology  and wireless
            telecommunication
      o     Changes in general economic conditions
      o     Fluctuations in securities markets in general.


                                       16
<PAGE>

      On August 27,  2003,  the Company  received a letter from the Nasdaq Stock
Market ("Nasdaq") Staff stating that the Company's Common Stock was scheduled to
be  delisted  from  the  Nasdaq  Smallcap  Market  due  to  the  Common  Stock's
non-compliance  with the $1 minimum bid price per share requirement as set forth
in Nasdaq  Marketplace  Rule 4310 (C) (4). The Company appealed the Nasdaq Staff
Determination and subsequently the Nasdaq Listings  Qualifications Panel granted
the Company a series of  temporary  exceptions,  until May 31,  2004,  to regain
compliance  with the minimum price  requirement  since the Company  continued to
meet all of the other listing  requirements.  On May 14, 2004, the Company filed
an amendment to its Amended and Restated  Certificate of Incorporation to effect
a  reverse  stock  split at a ratio  of  one-for-ten  that  had been  previously
authorized by the Company's stockholders at a Special Meeting of Stockholders on
March 10, 2004.  The closing bid price per share of the  Company's  Common Stock
did not close at or above $1 during the entire  compliance period and on June 3,
2004,  the Nasdaq Staff sent a letter to the Company  stating that the Company's
Common Stock was scheduled to be delisted from the Nasdaq Smallcap Market due to
the  Common  Stock's  non-compliance  with the $1  minimum  bid  price per share
requirement  as set forth in Nasdaq  Marketplace  Rule 4310 (C) (4). The Company
appealed the Nasdaq  Staff  Determination  and, on August 18,  2004,  the Nasdaq
Listing  Qualifications  Panel granted the Company a temporary exception through
October 4, 2004,  with interim  deadlines for certain actions the Company needed
to complete as part of the process of  remedying  its bid price  deficiency.  On
October 1, 2004,  the Company  filed an  amendment  to its Amended and  Restated
Certificate  of  Incorporation  to  effect a reverse  stock  split at a ratio of
one-for-eight  that had  been  authorized  by the  Company's  stockholders  at a
Special  Meeting of Stockholders on September 30, 2004. On October 20, 2004, the
Nasdaq  Listing  Qualifications  Panel  notified  the Company that its bid price
deficiency had been remedied and that the Company's  Common Stock would continue
to be listed on The Nasdaq SmallCap Market.

      The following  table gives  information  about the Company's  Common Stock
that my be issued upon the  exercise of options,  warrants  and rights under the
Company's  GoAmerica,  Inc. 1999 Stock Plan and GoAmerica  Communications  Corp.
1999 Stock Option Plan as of December 31, 2004.  These plans were the  Company's
only equity compensation plans in existence as of December 14, 2004.

<TABLE>
<CAPTION>
                                                                                          NUMBER OF SECURITIES
                                                                                            REMAINING AVAILABLE
                                                                                              FOR FUTURE
                                         (A)                         (B)                 ISSUANCE UNDER EQUITY
                              NUMBER OF SECURITIES TO BE   WEIGHTED-AVERAGE EXERCISE      COMPENSATION PLANS
                               ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING        (EXCLUDING SECURITIES
                                 OUTSTANDING OPTIONS,      OPTIONS, WARRANTS AND              REFLECTED IN
                                 WARRANTS AND RIGHTS               RIGHTS                       COLUMN (A))
                                 -------------------       ------------------------      -----------------------
<S>                              <C>                       <C>                           <C>
Equity Compensation Plans
Approved by
Shareholders.............                   212,746                      $  100.42                        57,028

Equity Compensation Plans
Not Approved by
Shareholders ............                         --                            --                            --

Total....................                    212,746                     $  100.42                        57,028
                                           =========                     =========                       =======
</TABLE>


                                       17
<PAGE>

RELATED STOCKHOLDER MATTERS

      We have never declared or paid any cash dividends on our common stock.  We
intend to retain  earnings,  if any, to fund future  growth and the operation of
our business.

ITEM  6. SELECTED CONSOLIDATED FINANCIAL DATA.

      The selected  consolidated  financial data set forth below with respect to
our statement of operations data for the years ended December 31, 2004, 2003 and
2002,  and with respect to the  consolidated  balance sheet data at December 31,
2004 and 2003 are derived  from and are  qualified  by  reference to our audited
consolidated  financial statements and related notes thereto presented elsewhere
herein.  Our selected  consolidated  statement of operations  data for the years
ended  December  31,  2001 and 2000 and  consolidated  balance  sheet data as of
December 31, 2002, 2001 and 2000 are derived from audited consolidated financial
statements  not  included  in this  Annual  Report on Form  10-K.  The  selected
consolidated  financial data set forth below should be read in conjunction with,
and  is  qualified  in its  entirety  by,  our  audited  consolidated  financial
statements  and related notes thereto and "Item 7.  Management's  Discussion and
Analysis of Financial  Condition and Results of Operations",  which are included
elsewhere in this Annual Report on Form 10-K.


                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                             YEARS ENDED DECEMBER 31,
                                          -------------------------------------------------------------
                                                    (IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
                                             2004         2003         2002         2001         2000
                                          ---------    ---------    ---------    ---------    ---------
<S>                                       <C>          <C>          <C>          <C>          <C>
CONSOLIDATED STATEMENT OF OPERATIONS
   DATA:
   Revenues:
     Subscriber .......................   $   5,588    $  10,108    $  29,017    $  28,308    $   8,535
     Equipment ........................         181        1,042        6,560       10,088        5,097
     Other ............................         453          728          335          618          242
                                          ---------    ---------    ---------    ---------    ---------
   Total revenue ......................       6,222       11,878       35,912       39,014       13,874
                                          ---------    ---------    ---------    ---------    ---------
   Costs and expenses:
     Cost of subscriber revenue .......       2,539        2,669       20,434       22,578        7,194
     Cost of equipment revenue ........         260        1,152        8,537       20,665        6,090
     Cost of network operations .......         733        1,828        3,074        3,264          623
     Cost of other revenue ............         201           --           --           --           --
     Sales and marketing ..............         597        1,072        8,038       24,700       35,807
     General and administrative .......       5,625        9,617       29,082       40,685       26,853
     Research and development .........         507        1,209        3,456        4,174          762
     Depreciation and amortization of
        fixed assets ..................         804        1,912        4,342        2,987          994
     Amortization of goodwill and other
        intangibles ...................         682        1,081        1,483       18,398        7,247
     Impairment of goodwill ...........          --          193        8,400       12,991           --
     Impairment of other intangible
        assets ........................          --           --           --       12,423           --
     Impairment of other long-lived
        assets ........................          --        1,202        5,582           97           --
                                           ---------    ---------    ---------    ---------    ---------
   Total costs and expenses ...........      11,948       21,935       92,428      162,962       85,570
                                           ---------    ---------    ---------    ---------    ---------
   Loss from operations ...............      (5,726)     (10,057)     (56,516)    (123,948)     (71,696)
   Other income:
     Gain on sale of subscribers ......          --        1,756           --           --           --
     Settlement gains, net ............       1,494           85           --           --           --
     Interest (expense) income, net ...        (944)        (275)         191        3,099        6,944
                                          ---------    ---------    ---------    ---------    ---------
   Total other income .................         550        1,566          191        3,099        6,944
                                          ---------    ---------    ---------    ---------    ---------
   Net loss before benefit from income
     taxes ............................      (5,176)      (8,491)     (56,325)    (120,849)     (64,752)
   Income tax benefit .................         732          284          436          578           --
                                          ---------    ---------    ---------    ---------    ---------
   Net loss ...........................      (4,444)      (8,207)     (55,889)    (120,271)     (64,752)
   Beneficial conversion feature and
     accretion of redemption value of
     mandatorily redeemable convertible
     preferred stock ..................          --           --           --           --      (30,547)
                                          ---------    ---------    ---------    ---------    ---------
   Net loss applicable to common
     stockholders .....................   $  (4,444)   $  (8,207)   $ (55,889)   $(120,271)   $ (95,299)
                                          =========    =========    =========    =========    =========
   Basic net loss per share applicable
     to common stockholders ...........   $   (2.49)   $  (12.10)   $  (83.04)   $ (181.45)   $ (175.56)
                                          =========    =========    =========    =========    =========
   Diluted net loss per share
     applicable to common stockholders    $   (2.49)   $  (12.10)   $  (83.00)   $ (180.34)   $ (174.55)
                                          =========    =========    =========    =========    =========
   Weighted average shares used in
     computation of basic net loss per
     share applicable to common
     stockholders .....................       1,785          678          673          663          543
   Weighted average shares used in
     computation of diluted net loss
     per share applicable to common
     stockholders .....................       1,785          678          673          667          546
</TABLE>


                                       19
<PAGE>

<TABLE>
<CAPTION>
                                                     AS OF DECEMBER 31,
                                   --------------------------------------------------------
                                                      (IN THOUSANDS)
                                       2004       2003        2002        2001       2000
                                   --------------------------------------------------------
<S>                                <C>        <C>         <C>         <C>        <C>
BALANCE SHEET DATA:
Cash and cash equivalents ........ $  7,098   $    568    $  4,982    $ 34,977   $114,411
Working capital (deficit) ........    8,530     (2,656)     (1,037)     33,292    113,530
Total assets .....................   17,986     12,965      26,765      87,785    207,746
Total stockholders' equity .......   16,814      7,142      13,017      66,413    181,530
</TABLE>

ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

      You should read the following  discussion  of our financial  condition and
results of operations in conjunction with the consolidated  financial statements
and the notes thereto included elsewhere in this Annual Report on Form 10-K. The
results shown in this Annual Report of Form 10-K are not necessarily  indicative
of the results we will achieve in any future periods.

OVERVIEW

      GoAmerica(R) is a wireless data communications service provider,  offering
solutions  primarily  for  consumers  who  are  deaf,  hard  of  hearing  and/or
speech-impaired,  including  wireless  subscription  and value  added  services,
Internet   relay   services  and   wireless   devices  and   accessories.   Wynd
Communications  Corporation,  a wholly owned  subsidiary  of  GoAmerica,  offers
enhanced services known as WyndTell(R) and WyndPower(TM),  which assist our deaf
or hard of hearing customers in communicating from most major metropolitan areas
in the  continental  United States and parts of Canada.  GoAmerica  continues to
offer wireless data products and services to the consumer and enterprise markets
as well as support customers who use our proprietary  software technologu called
Go.Web(TM).  GoWeb is designed for use mainly by enterprise  customers to enable
secure wireless  access to corporate date and the Internet on numerous  wireless
computing  devices.  In September 2004, we launched our GA Prepaid(TM)  division
and expanded our product  portfolio by commencing to offer prepaid  products and
services,   such  as  domestic  and   international   calling   cards,   prepaid
cellular/wireless  telephones  and related  services.  On  December 1, 2004,  we
acquired certain assets from Global Interactive(TM),  an established provider of
wireless products, services and accessories.

      Historically, we have derived our revenue primarily from the sale of basic
and value-added wireless data services and the sale of related mobile devices to
our  subscribers.  During  March 1997,  we  commenced  offering  our services to
individuals and businesses.  Since our inception,  we have invested  significant
capital to build our wireless network  operations and e-commerce  system as well
as our billing system. We have invested additional capital in the development of
our software  applications Go.Web and Mobile Office(R) as well as other software
applications.  We have  provided  mobile  devices  made by third  parties to our
customers at prices below our costs for such devices. We have incurred operating
losses since our inception and expect to continue to incur operating  losses for
a  portion  of the  fiscal  year  ending  December  31,  2005.  We will  need to
significantly improve our overall gross margins, and further reduce our selling,
general  and   administrative   expenses  to  become   profitable   and  sustain
profitability  on a  quarterly  or annual  basis.  We will  seek to grow  Wynd's
business through additional  strategic alliances or new service offerings.  As a
result  of our  strategic  alliance  with  EarthLink,  Inc.,  or  EarthLink,  we
experienced  an overall  decline in revenue  while gross  margins  increased and
selling,  marketing  and  administrative  declined.  We have  generated  and may
continue to generate  revenues from  EarthLink from three primary  sources:  (i)
recurring service revenue; (ii) software revenue; and (iii) activation bounties.
We have  substantially  reduced our costs of  subscriber  airtime and  operating
costs as a result of our relationship with EarthLink.


                                       20
<PAGE>

      Our subscriber  revenue primarily  consists of monthly service fees, which
we  recognize  as revenue  when the  services  are  provided to the  subscriber.
Subscriber  revenue  accounted for approximately  89.8%,  85.1% and 80.8% of our
total revenue during 2004, 2003 and 2002, respectively. Historically, we offered
a variety of mobile data service plans.  Our consumer plans,  which are marketed
through Wynd, provide data usage on multiple mobile devices through variable and
fixed monthly fees ranging from $9.95 to $39.95.  In the enterprise  market,  we
provide unlimited data usage on any mobile device for a fixed monthly fee, which
currently  ranges from $1.25 to $17.95.  We will  continue  to derive  recurring
subscriber revenue from our consumer channels and through the sale of our Go.Web
software.  We also typically sell third-party mobile devices in conjunction with
a  service  agreement  to a new  subscriber.  Equipment  revenue  accounted  for
approximately  2.9%,  8.8% and 18.3% of our total revenue during 2004,  2003 and
2002,  respectively.  We recognize equipment revenue at the time of the shipment
of the mobile device to a subscriber.

      In addition to our subscriber and equipment revenue,  we historically have
generated  other revenue which consists of consulting  services  relating to the
development and  implementation  of wireless data systems for certain  corporate
customers. We anticipate that our professional service revenues will decrease as
a  percentage  of our  total  revenues  during  2005  from  prior  year  levels.
Additionally,  we  anticipate  during 2005 that the amount of our  non-recurring
bounty  revenues we receive from  EarthLink  and other  wireless  providers  for
selling  their  wireless  services  and other  product  offerings to increase as
compared with 2004 levels.

      Our sales and marketing  expenses  consist  primarily of compensation  and
related costs for marketing  personnel,  advertising and promotions,  travel and
entertainment and other related costs. We expect sales and marketing expenses to
increase  as a  percentage  of  sales  during  2005  as  compared  to 2004 as we
introduce new products and services to the consumer marketplace. Our general and
administrative  expenses consist primarily of compensation and related costs for
general  corporate and business  development,  along with rent and other related
costs. We expect general and administrative expenses to decrease as a percentage
of our annual revenues.  Our research and development expenses consist primarily
of compensation  and related costs and professional  service fees.  Depreciation
and  amortization  expenses consist  primarily of depreciation  expenses arising
from equipment  purchased for our network  operations  center and other property
and equipment purchases.


                                       21
<PAGE>

      During 1999 and the first quarter of 2000,  we granted  options to certain
of our employees at exercise prices below the deemed fair market value per share
of our common  stock.  Such grants  resulted in non-cash  employee  compensation
expenses based on the difference,  on the date of grant, between the fair market
value  and the  exercise  price of  stock  options  granted  to  employees.  The
resulting  deferred  employee  compensation  is being amortized over the vesting
periods of the grants.  During  2003,  we incurred an  aggregate  of $314,000 in
non-cash employee  compensation,  representing the remaining balance of deferred
compensation, as a result of stock option and warrant grants during 1999 and the
first  quarter of 2000 which were  granted at prices below the fair market value
of our common stock.

      Net interest expense  consists  primarily of amortization of deferred debt
expense and is partially offset by interest earned on cash and cash equivalents.
We expect  interest  expense to decrease  during 2005 as compared with 2004 as a
result of the deferred debt described above being fully amortized as of December
31, 2004.

      During  2001,  we  acquired  OutBack  Resource  Group,  Inc.,  a  software
development company. The total purchase price of approximately $148,000 included
the  issuance  of 1,687  shares of common  stock  valued at $76.80 per share and
warrants  issued at the date of acquisition  with an estimated fair market value
of  approximately  $19,000 to purchase an  aggregate of 843 shares of our common
stock  at  an  exercise  price  of  $240.00  per  share.  As a  result  of  this
acquisition, we recorded intangibles of approximately $193,000.

      During  2003,  we  identified  indicators  of possible  impairment  of our
long-lived assets,  principally goodwill recorded with regard to the acquisition
of Outback. Such indicators included the continued deterioration in the business
climate for wireless  Internet service  providers,  significant  declines in the
market values of our  competitors in the wireless  Internet  services  industry,
recent changes in our 2004 operating and cash flow forecasts, and changes in our
strategic plans for certain of our acquired  businesses.  We determined that the
carrying value of these long-lived assets exceeded their respective fair values,
thus  requiring a  write-down  totaling  $193,000 of  goodwill  associated  with
Outback.

      On December  19,  2003,  we  announced  plans for a strategic  re-focusing
premised on a financing  that we completed in 2004.  Our strategy is centered on
the pursuit of three  priorities,  centered on the market currently  serviced by
our Wynd Communications subsidiary:

      o     growth of Wynd Communications' core wireless services business;
      o     development and marketing of new communications services,  including
            branded Internet protocol and video relay services; and
      o     streamlined operations to enable superior customer support.


                                       22
<PAGE>

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses our condensed consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires management
to make  estimates  and  judgments  that affect the reported  amounts of assets,
liabilities,  revenues and  expenses,  and the related  disclosure of contingent
assets and liabilities. On an on-going basis, management evaluates its estimates
and judgments,  including  those related to revenue  recognition,  allowance for
doubtful  accounts,  inventory  valuation and  recoverability  of our intangible
assets.  Management  bases its estimates and judgments on historical  experience
and on various  other  factors  that are  believed  to be  reasonable  under the
circumstances,  the results of which form the basis for making  judgments  about
the carrying values of assets and liabilities that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions.

      Management  believes the following  critical  accounting  policies,  among
others,  affect  its  more  significant  judgments  and  estimates  used  in the
preparation of its  consolidated  financial  statements.  Historically,  we have
derived our revenue  primarily from the sale of basic and  value-added  wireless
data  services  and the  sale of  related  mobile  devices.  Subscriber  revenue
consists  primarily of monthly charges for access and usage and is recognized as
the services are provided. We also generally charge a non-refundable  activation
fee upon initial subscription.  Equipment revenue is recognized upon shipment to
the end  user.  We  estimate  the  collectibility  of our trade  receivables.  A
considerable   amount  of  judgment  is  required  in  assessing   the  ultimate
realization of these receivables,  including  analysis of historical  collection
rates and the current  credit-worthiness of significant  customers.  Significant
changes in required  reserves have been recorded in recent periods and may occur
in the future due to the current market conditions.  We write down inventory for
estimated excess or obsolete  inventory equal to the difference between the cost
of inventory and the estimated market value based upon assumptions  about future
demand and market  conditions.  If actual market  conditions  are less favorable
than those  projected by management,  additional  inventory  write-downs  may be
required. In assessing the recoverability of our goodwill, other intangibles and
other long-lived  assets,  we must make assumptions  regarding  estimated future
cash flows.  If such  assumptions  change in the  future,  we may be required to
record impairment charges for these assets not previously recorded.

RESULTS OF OPERATIONS

      The following table sets forth for the periods indicated certain financial
data as a percentage of revenue:

<TABLE>
<CAPTION>
                                                                    PERCENTAGE OF REVENUE
                                                           ---------------------------------------
                                                                         YEARS ENDED
                                                                         DECEMBER 31,
                                                           ---------------------------------------
                                                             2004            2003           2002
                                                           --------        --------       --------
<S>                                                            <C>             <C>            <C>
Revenue:
     Subscriber......................................          89.8%           85.1%          80.8%
     Equipment.......................................           2.9             8.8           18.3
     Other...........................................           7.3             6.1            0.9
                                                           --------        --------       --------
         Total revenue...............................         100.0           100.0          100.0
Costs and expenses:
     Cost of subscriber revenue......................          40.8            22.5           56.9
     Cost of equipment revenue.......................           4.2             9.7           23.8
     Cost of network operations......................          11.8            15.4            8.6
     Cost of other revenue...........................           3.2              --             --
     Sales and marketing.............................           9.6             9.0           22.4
     General and administrative......................          90.4            81.0           81.0
     Research and development........................           8.1            10.2            9.6
     Depreciation and amortization of fixed assets...          12.9            16.1           12.1
     Amortization of other intangibles...............          11.0             9.1            4.1
     Impairment of goodwill..........................             --            1.6           23.4
     Impairment of other long-lived assets...........             --           10.1           15.5
                                                           ---------       --------       --------
         Total costs and expenses....................         192.0           184.7          257.4
                                                           --------        --------       --------
         Loss from operations........................          92.0            84.7          157.4
Other income (expense)...............................           8.8            13.2            0.5
Income tax benefit...................................          11.8             2.4            1.2
                                                           --------        --------       --------
         Net loss....................................          71.4%           69.1%         155.7%
                                                           ========        ========       ========
</TABLE>


                                       23
<PAGE>

YEAR ENDED DECEMBER 31, 2004 COMPARED TO YEAR ENDED DECEMBER 31, 2003

      Subscriber  revenue.  Subscriber revenue decreased to $5.6 million for the
year ended  December 31, 2004 from $10.1 million for the year ended December 31,
2003.  This decrease was primarily due to declines in our full service  offering
subscriber base. Our subscriber base decreased to 56,026 subscribers at December
31, 2004 from 75,130  subscribers  at December 31, 2003. We expect the number of
our  subscribers to remain  relatively  constant to levels at December 31, 2004.
Our average monthly  revenue per user, or ARPU,  decreased to $7.10 for the year
ended December 31, 2004 from $10.10 for the year ended December 31, 2003.

      Equipment  revenue.  Equipment  revenue decreased to $181,000 for the year
ended  December 31, 2004 from $1.0 million for the year ended December 31, 2003.
This decrease was primarily due to lower sales of mobile devices.  We anticipate
that equipment  revenue may increase  slightly as we continue to provide devices
to new  subscribers  of our Wynd services and due to our recent  acquisition  of
Global Interactive.

      Other  revenue.  Other  revenue  decreased  to $453,000 for the year ended
December  31, 2004 from  $728,000 for the year ended  December  31,  2003.  This
decrease was primarily due to reduced  consulting  services.  We anticipate that
consulting  services  will  decrease as a result of our  decision  not to pursue
certain  consulting  projects and  consulting  services to third parties  during
2005.

      Cost of subscriber  revenue.  Cost of subscriber revenue decreased to $2.5
million  for the year ended  December  31,  2004 from $2.7  million for the year
ended  December 31, 2003.  The  decrease was  primarily  due to having a smaller
average  subscriber  base in the year ended  December  31, 2004 than in the year
ended December 31, 2003.  Additionally,  during the third and fourth quarters of
2003, we recorded one-time reductions of accruals for certain subscriber-related
costs  recorded in prior  periods of $763,000  and  $750,000,  respectively.  We
expect the number of our subscribers to remain relatively  constant to levels at
December 31, 2004.


                                       24
<PAGE>

      Cost of equipment revenue. Cost of equipment revenue decreased to $260,000
for the year  ended  December  31,  2004 from $1.2  million  for the year  ended
December 31, 2003.  This  decrease  was  primarily  due to lower sales of mobile
devices and was partially  offset by an inventory  related charge for a lower of
cost to market  adjustment  primarily related to wireless handheld devices which
remained unsold.  We anticipate that equipment  revenue may increase slightly as
we continue to provide  devices to new  subscribers of our Wynd services and due
to our recent acquisition of Global Interactive.

      Cost of  network  operations.  Cost of  network  operations  decreased  to
$733,000  for the year ended  December  31, 2004 from $1.8  million for the year
ended  December  31,  2003 as a result  of the  consolidation  of our  GoWeb and
WyndTell  production systems into a single data center operated by a third party
provider. We expect our cost of network operations to decline as a percentage of
sales during 2005.

      Sales and marketing.  Sales and marketing  expenses  decreased to $597,000
for the year  ended  December  31,  2004 from $1.1  million  for the year  ended
December 31, 2003.  This  decrease  primarily  was due to our  consolidation  of
operations completed during April of 2004, as well as decreased  advertising and
marketing activities.  Additionally, during the year ended December 31, 2003, we
recorded a  $372,000  one-time  reduction  of  accruals  for  certain  sales and
marketing  expenses  recorded in prior  periods.  We expect sales and  marketing
expenses to increase as a percentage of sales during 2005 as compared to 2004 as
we introduce new products and services to the consumer marketplace.

      General and administrative.  General and administrative expenses decreased
to $5.6  million for the year ended  December 31, 2004 from $9.6 million for the
year  ended  December  31,  2003.  This  decrease   primarily  was  due  to  our
consolidation of operations completed during April of 2004, as well as decreased
general corporate activities of approximately  $500,000,  decreased salaries and
benefits for personnel  performing general corporate activities of approximately
$1.0  million,  amounts  paid to third  parties  for  professional  services  of
approximately  $100,000,  a decrease  in our bad debt  expense of  approximately
$295,000,  and decreased facility costs of approximately $2.0 million. We expect
general and  administrative  expenses to decline as a percentage of sales during
2005.  Additionally,  during the fourth  quarter of 2003,  we recorded  one-time
reductions of deferred  rent for certain long term lease related costs  recorded
in prior periods of $347,000.

      Research and development.  Research and development  expense  decreased to
$507,000  for the year ended  December  31, 2004 from $1.2  million for the year
ended December 31, 2003. This decrease  primarily was due to decreased  salaries
and benefits for personnel  performing research and development  activities.  We
expect  research  and  development  expenses  to remain  constant  as we utilize
internal  resources  to develop  and  maintain  our  WyndTell,  Go.Web and Relay
technologies rather than using outside consultants.

      Amortization  of other  intangibles.  Amortization  of  other  intangibles
decreased for the year ended December 31, 2004 to $682,000 from $1.1 million for
the year ended December 31, 2003. This decrease  primarily was due to certain of
our other  intangibles  being fully amortized as of December 31, 2003. We expect
amortization  of other  intangible  assets  to  decline  further  as a result of
additional classes of intangible assets becoming fully amortized during 2005.


                                       25
<PAGE>

      Settlement Gains, net. The Company entered into agreements with certain of
its creditors to relieve the Company of certain debts. As a result,  the Company
has recorded settlement gains totaling $1.5 million in 2004.

      Interest  (expense) income,  net. The Company incurred interest expense of
$944,000 for the year ended  December 31, 2004  compared to interest  expense of
$275,000 for the year ended December 31, 2003.  This change was primarily due to
the amortization of deferred debt expense and discount  recorded on bridge notes
payable. The majority of this amortization occurred in 2004.

YEAR ENDED DECEMBER 31, 2003 COMPARED TO YEAR ENDED DECEMBER 31, 2002

      Subscriber revenue.  Subscriber revenue decreased to $10.1 million for the
year ended  December 31, 2003 from $29.0 million for the year ended December 31,
2002. The decrease was primarily due to having a smaller average subscriber base
in the year ended  December 31, 2003 than in the year ended December 31, 2002 as
a result  of the  sale of our  CDPD  subscribers,  as well as a  portion  of our
Cingular and Motient network subscribers, to EarthLink during the fourth quarter
2002. Our subscriber  base decreased to 75,130  subscribers at December 31, 2003
from 91,384  subscribers at December 31, 2002. Our average  monthly  revenue per
user,  or ARPU,  decreased  to $10.10 for the year ended  December 31, 2003 from
$23.53 for the year ended  December 31, 2002.  The decline in ARPU was due to an
increase  in the number of new  subscribers  from the sale of our  Go.Web  value
added services,  which generally have a lower monthly ARPU than our full-service
offerings.

      Equipment  revenue.  Equipment  revenue  decreased to $1.0 million for the
year ended  December 31, 2003 from $6.6 million for the year ended  December 31,
2002. This decrease was primarily due to our outsourcing of device  provisioning
to EarthLink.

      Other  revenue.  Other  revenue  increased  to $728,000 for the year ended
December  31, 2003 from  $335,000 for the year ended  December  31,  2002.  This
increase was primarily due to consulting services provided to Earthlink.

      Cost of subscriber  revenue.  Cost of subscriber revenue decreased to $2.7
million for the year ended  December  31,  2003 from $20.4  million for the year
ended  December 31, 2002.  The  decrease was  primarily  due to having a smaller
average  subscriber  base in the year ended  December  31, 2003 than in the year
ended December 31, 2002 as a result of the sale of our CDPD  subscribers as well
as a portion of our  Cingular  and Motient  network  subscribers,  to  EarthLink
during the fourth  quarter  of 2002.  Additionally,  during the third and fourth
quarters  of 2003,  we recorded  one-time  reductions  of  accruals  for certain
subscriber-related  costs  recorded in prior  periods of $763,000 and  $750,000,
respectively.

      Cost of equipment  revenue.  Cost of equipment  revenue  decreased to $1.2
million  for the year ended  December  31,  2003 from $8.5  million for the year
ended December 31, 2002.  This decrease was primarily due to our  outsourcing of
device provisioning to EarthLink, as well as decreased inventory related charges
of  approximately  $47,000 for the year ended December 31, 2003 compared to $1.6
million for the year ended  December  31,  2002 The  inventory  related  charges
primarily  relate to wireless modems  supporting  laptop and older PALM OS based
models for which sales were lower than expected and a charge for a lower of cost
to market adjustment related to other equipment which remained unsold.


                                       26
<PAGE>

      Cost of network operations.  Cost of network operations  decreased to $1.8
million  for the year ended  December  31,  2003 from $3.1  million for the year
ended December 31, 2002.

      Sales  and  marketing.  Sales and  marketing  expenses  decreased  to $1.1
million  for the year ended  December  31,  2003 from $8.0  million for the year
ended  December  31,  2002.  This  decrease   primarily  was  due  to  decreased
advertising and marketing activities of $2.0 million including advertising costs
paid to third parties of  approximately  $1.3 million and a decrease in salaries
and  benefits  for  personnel  performing  sales  and  marketing  activities  of
approximately  $3.5 million.  Additionally,  during the year ended  December 31,
2003,  we recorded a $372,000  one-time  reduction of accruals for certain sales
and marketing expenses recorded in prior periods.

      General and administrative.  General and administrative expenses decreased
to $9.6 million for the year ended  December 31, 2003 from $29.1 million for the
year ended  December  31, 2002.  This  decrease  primarily  was due to decreased
professional fees for infrastructure  buildout and general corporate  activities
of  approximately  $9.6 million,  decreased  salaries and benefits for personnel
performing   business   development   and  general   corporate   activities   of
approximately  $2.7  million,  amounts  paid to third  parties for  professional
services of  approximately  $2.3 million,  a decrease in our bad debt expense of
approximately  $2.7 million,  and decreased facility costs of approximately $1.6
million.  Additionally,  during the fourth quarter of 2003, we recorded one-time
reductions of deferred  rent for certain long term lease related costs  recorded
in prior periods of $347,000.

      Research and development.  Research and development  expense  decreased to
$1.2 million for the year ended December 31, 2003 from $3.5 million for the year
ended December 31, 2002. This decrease  primarily was due to decreased  salaries
and benefits for personnel performing research and development activities.

      Amortization  of other  intangibles.  Amortization  of  other  intangibles
decreased for the year ended December 31, 2003 to $1.1 million from $1.5 million
for the year ended December 31, 2002. This decrease primarily was due to certain
of our other intangibles being fully amortized as of December 31, 2002.

      Impairment  of goodwill  and other  long-lived  assets.  During the second
quarter of 2003 and third quarter of 2002, we identified  indicators of possible
impairment of our  long-lived  assets,  principally  goodwill and other acquired
intangible assets recorded upon the acquisitions of Wynd,  Hotpaper and Outback.
Such indicators included the continued deterioration in the business climate for
wireless Internet service providers,  significant  declines in the market values
of our competitors in the wireless Internet services industry, recent changes in
our 2004 operating and cash flow  forecasts,  and changes in our strategic plans
for certain of our  acquired  businesses.  With the  assistance  of  independent
valuation  experts,  we performed asset impairment tests and determined the fair
value of the impaired  long-lived assets for the respective  acquired  entities.
Fair value was determined  primarily  using the discounted  cash flow method.  A
write-down of goodwill and intangible  assets totaling $193,000 and $8.4 million
were  recorded  during  the second  quarter  of 2003 and third  quarter of 2002,
respectively,  reflecting the amount by which the carrying  amount of the assets
exceed their  respective fair values.  The write-down  consisted of $193,000 and
$8.4 million for goodwill during the second quarter of 2003 and third quarter of
2002,  respectively.  In addition,  impairment  charges  related to property and
equipment  totaling $1.2 million and $5.6 million were recorded  during 2003 and
2002,  respectively,  in accordance  with the Statement of Financial  Accounting
Standard No. 144, "Accounting for Impairment of Long Lived Assets" and Statement
of Financial  Accounting Standard No. 121,  "Impairment of Long-Lived Assets and
Long-Lived Assets to Be Disposed Of".


                                       27
<PAGE>

      Gain on sale of subscribers. Gain on sale of subscribers resulted from our
comprehensive   strategic  alliance  whereby  EarthLink  purchased  all  of  the
Company's  cellular digital packet data (CDPD) subscribers as well as certain of
the  Company's  Cingular and Motient  network  subscribers.  As a result of this
agreement,  we recorded a gain on the sale of subscribers  of $1,756,000  during
2003.

      Settlement Gains, net. The Company entered into agreements with certain of
its creditors to relieve the Company of certain debts. As a result,  the Company
has recorded settlement gains totaling $85,000.

      Interest  (expense) income,  net. The Company incurred interest expense of
$275,000  for the year ended  December 31, 2003  compared to interest  income of
$191,000 for the year ended December 31, 2002.  This change was primarily due to
the amortization of deferred debt expense and discount  recorded on bridge notes
payable.

LIQUIDITY AND CAPITAL RESOURCES

      Since our inception, we financed our operations through private placements
of our equity securities.  We have incurred  significant  operating losses since
our inception and as of December 31, 2004 have an accumulated  deficit of $268.9
million.  During  2004,  we  incurred a net loss of $4.4  million  and used $5.5
million of cash to fund  operating  activities.  As of December  31, 2004 we had
$7,098,000  in cash and cash  equivalents.  In execution  of our 2004  operating
plan,  we took steps to reduce our annual  payroll and took  further  actions to
reduce  sales and  marketing  expenses.  We  anticipate  continuing  to generate
revenues  from three  primary  sources,  (i)  recurring  service  revenue;  (ii)
software revenue; and (iii) activation  bounties.  This will be partially offset
by increases in sales and marketing  expenditures  from levels  incurred  during
2004 as we introduce new products and services to the consumer  marketplace.  We
currently  anticipate  that our available  cash  resources will be sufficient to
fund our  operating  needs for at least the next 12 months.  At this time, we do
not have any bank credit  facility or other  working  capital  credit line under
which we may  borrow  funds  for  working  capital  or other  general  corporate
purposes.

      On December 19, 2003, we entered into definitive  agreements with multiple
investors  providing  for the  investors to purchase  approximately  1.3 million
shares  of our  Common  Stock,  par  value  $.01 (the  "Common  Stock"),  for an
aggregate  purchase  price of  $14,500  in a  private  placement  offering  (the
"Financing").  As part of this Financing,  on December 19, 2003, we received net
proceeds  of  approximately  $800  from  the  issuance  of  10%  Senior  Secured
Convertible  Promissory Notes (the "Notes") and certain warrants. The Notes were
purchased by the investors at their par value in  proportional  amounts to their
aggregate investment commitments in the Financing. Upon stockholder approval and
closing  of the  Financing,  the Notes and all  accrued  interest  automatically
converted  into Common Stock at a price of $12.00 per share,  subject to certain
adjustments.  We closed on the balance of the financing in March 2004. We issued
a total of 1.3 million  shares which included  86,509 of shares  relative to the
Bridge Note Conversion. We received net proceeds after expenses of approximately
$12 million.


                                       28
<PAGE>

      Net cash used in operating  activities was $5.5 million,  $7.9 million and
$29.0  million  for  the  years  ended   December  31,  2004,   2003  and  2002,
respectively. The principal use of cash in each of these periods was to fund our
losses from operations.

      Net cash (used in)/provided by investing  activities was ($621,000),  $2.6
million and  ($448,000)  for the years ended  December 31, 2004,  2003 and 2002,
respectively.  For the year ended  December 31, 2004, we used cash in investment
activities  principally  to support a letter of credit in favor of Cingular,  as
well as purchases of property,  equipment  and leasehold  improvements.  For the
year ended  December 31, 2003, we provided  cash by release of funds  previously
restricted and through the sale of subscribers to Earthlink.  These amounts were
partially  offset  from the  purchases  of  property,  equipment  and  leasehold
improvements as well as an acquisition of subscribers  for our Wynd  subsidiary.
For the year ended  December 31,  2002,  we used cash in  investment  activities
principally  for purchases of property,  equipment  and leasehold  improvements.
During 2005, we expect to use cash in investing  activities  principally through
capital expenditures.

      Net cash provided by financing  activities  was $12.7 million and $914,000
for the years ended  December 31, 2004 and 2003,  respectively.  This  primarily
resulted  from the  above-mentioned  financing  and the issuance of common stock
from the exercise of stock  options.  Net cash used in financing  activities was
$533,000 for the year ended  December 31, 2002.  This  resulted  primarily  from
payments made on lease  obligations and was partially  offset by the issuance of
common stock upon the exercise of stock options.

      As  of  December  31,  2004,  our  principal   commitments   consisted  of
obligations  outstanding under operating leases. As of December 31, 2004, future
minimum payments for  non-cancelable  operating leases having terms in excess of
one year amounted to $716,000, of which $291,000 is payable in 2005.


                                       29
<PAGE>

      The following table summarizes our contractual obligations at December 31,
2004, and the effect such  obligations are expected to have on our liquidity and
cash flow in future periods.

<TABLE>
<CAPTION>
                                            Less than       1-3          4-5        After 5
December 31, (In thousands)      Total       1 Year        Years        Years        Years
---------------------------   ----------   ----------   ----------   ----------   ----------
<S>                           <C>          <C>          <C>          <C>          <C>
Contractual Obligations:
    Capital Lease
       Obligations ........   $        1   $        1   $       --   $       --   $       --
    Operating Lease
       Obligations ........          716          291          425           --           --
                              ----------   ----------   ----------   ----------   ----------
    Total Contractual Cash
       Obligations ........   $      717   $      292   $      425   $       --   $       --
                              ==========   ==========   ==========   ==========   ==========
</TABLE>

      We have employment  agreements  with certain of our key executives,  which
provide for fixed  compensation.  Our maximum aggregate cash liability under the
agreements,  if we terminated  these  employees,  is  approximately  $175,000 at
December 31, 2004.


                                       30
<PAGE>

      As of December  31,  2004,  we had net  operating  loss  carryforwards  of
approximately  $181.2  million for Federal  income tax purposes that will expire
through 2022. The state tax benefit during 2004 of $732,000 is  attributable  to
our sale of  certain  state net  operating  loss  carryforwards.  For  financial
reporting  purposes,  a valuation  allowance  has been  recognized to offset the
deferred tax assets related to these  carryforwards.  Due to limitations imposed
by the Tax Reform Act of 1986,  and as a result of a  significant  change in our
ownership in 1999,  the  utilization of net operating  loss  carryforwards  that
arose prior to such ownership change is subject to an annual  limitation of $1.4
million.  In  addition,  we acquired  additional  operating  losses  through our
acquisitions  of Wynd and  Hotpaper.  We believe  that an  ownership  change has
occurred with respect to these entities. The effect of an ownership change would
be the  imposition  of an annual  limitation  on the use of net  operating  loss
carryforwards  attributable to periods before such change. We have not performed
a detailed  analysis to determine  the amount of the potential  limitations.  In
addition,  we have not performed a detailed  analysis to determine the amount of
the potential limitations as a result of the Financing.

RECENT ACCOUNTING PRONOUNCEMENTS

      In  January  2003,  the FASB  issued  interpretation  No.  46 ("FIN  46"),
"Consolidation of Variable Interest  Entities".  The primary  objectives of this
interpretation  are to provide  guidance on the  identification  of entities for
which  control is  achieved  through  means  other than  through  voting  rights
("variable  interest  entities")  and how to determine  when and which  business
enterprise (the "primary  beneficiary") should consolidate the variable interest
entity.  This new model for  consolidation  applies to an entity in which either
(i) the equity investors (if any) do not have a controlling  financial interest;
or (ii) the equity  investment at risk is  insufficient to finance that entity's
activities  without  receiving  additional  subordinated  financial support from
other parties.  In addition,  FIN 46 requires that the primary  beneficiary,  as
well as all other enterprises with a significant  variable interest entity, make
additional disclosures. Certain disclosure requirements of FIN 46 were effective
for financial  statements  issued after January 31, 2003. In December  2003, the
FASB issued FIN 46 (revised December 2003),  "Consolidation of Variable Interest
Entities"  ("FIN 46-R") to address  certain FIN 46  implementation  issues.  The
effective  dates  and  impact  of FIN 46  and  FIN  46-R  are  as  follows:  (i)
Special-purpose  entities  ("SPEs")  created  prior to February 1, 2003. We must
apply either the  provisions of FIN 46 or early adopt the provisions of FIN 46-R
at the end of the first interim or annual reporting period ending after December
15, 2003.  (ii)  Non-SPEs  created prior to February 1, 2003. We are required to
adopt FIN 46-R at the end of the first interim or annual reporting period ending
after March 15, 2004.  (iii) All  entities,  regardless  of whether an APE, that
were created  subsequent  to January 31,  2003.  The  provisions  of FIN 46 were
applicable for variable  interests in entities  obtained after January 31, 2003.
We do not have any  arrangements  with  variable  interest  entities  that  will
require   consolidation   of  their  financial   information  in  our  financial
statements.

      In November 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS 151,  "Inventory  Costs - An  Amendment  of ARB No.  43,  Chapter 4" ("SFAS
151").  SFAS 151 amends the  guidance  in ARB No. 43,  Chapter 4 to clarify  the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs, and wasted material (spoilage).  The provisions of SFAS 151 are effective
for inventory  costs incurred during fiscal years beginning after June 15, 2005.
The  adoption  of SFAS 151 is not  expected  to have a  material  effect  on the
Company's financial condition or results of operations.


                                       31
<PAGE>

      In December  2004,  the FASB issued SFAS 153,  "Exchanges  of  Nonmonetary
Assets - an amendment of APB Opinion No. 29" ("SFAS  153").  SFAS 153 amends APB
Opinion 29 to eliminate the similar  productive  asset exception and establishes
that  exchanges of  productive  assets  should be  accounted  for at fair value,
rather than at  carryover  basis  unless (1) neither the asset  received nor the
asset  surrendered  has a fair  value  that is  determinable  within  reasonable
limits,  (2) the transaction is an exchange  transaction to facilitate  sales to
customers,  or (3) the transaction  lacks  commercial  substance.  A nonmonetary
exchange  has  commercial  substance  if the future cash flows of the entity are
expected to change significantly as a result of the exchange.  The provisions of
SFAS 153 are effective for  nonmonetary  exchanges  occurring in fiscal  periods
beginning  after June 15, 2005. The adoption of SFAS 153 is not expected to have
a material effect on our financial condition or results of operations.

      In December 2004, the FASB issued SFAS 123R,  "Share-Based Payment".  SFAS
123R  establishes  that employee  services  received in exchange for share-based
payment result in a cost that should be recognized in the income statement as an
expense when the services are consumed by the enterprise. It further establishes
that those  expenses be measured at fair value  determined as of the grant date.
The  provisions  of SFAS 123R become  effective as of the beginning of the first
interim  reporting  period that begins  after June 15,  2005.  We are  currently
evaluating  the  effect  the  adoption  of SFAS 123R will have on our  financial
condition and results of operations.


                                       32
<PAGE>

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      We believe  that we have  limited  exposure  to  financial  market  risks,
including  changes in interest rates. At December 31, 2004, all of our available
excess  funds  were  cash or cash  equivalents.  The  value of our cash and cash
equivalents  is  not  materially  affected  by  changes  in  interest  rates.  A
hypothetical  change in interest  rates of 1.0% would result in an annual change
in net loss of approximately  $70,000 based on cash and cash equivalent balances
at December 31, 2004.  We currently  hold no derivative  instruments  and do not
earn foreign-source income.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

      The financial statements and the notes thereto which contain supplementary
data  required to be filed  pursuant to this Item 8 are  appended to this Annual
Report on Form 10-K. A list of the financial  statements filed herewith is found
at "Item 15. Exhibits, Financial Statement Schedules".

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

      As  previously  announced,  on December 20, 2002,  our Board of Directors,
acting  upon the  recommendation  of our Audit  Committee,  decided to no longer
engage  Ernst & Young LLP  ("Ernst  & Young")  as our  independent  auditor  and
engaged WithumSmith + Brown P.C. ("WSB") to serve as our independent auditor for
the year 2002.

      Ernst & Young's reports on our consolidated  financial statements for each
of the years ended  December 31, 2001,  2000 and 1999 did not contain an adverse
opinion or  disclaimer  of opinion,  nor were they  qualified  or modified as to
uncertainty, audit scope or accounting principles.

      During the years ended  December 31,  2001,  2000 and 1999 and through the
date of our announcement of a change in accountants,  (the "Announcement Date"),
there  were no  disagreements  with  Ernst & Young on any  matter of  accounting
principle or practice,  financial  statement  disclosure,  or auditing  scope or
procedure  which,  if not resolved to Ernst & Young's  satisfaction,  would have
caused them to make  reference to the subject  matter in  connection  with their
report on our consolidated  financial  statements for such years; and there were
no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

      During the years ended  December 31,  2001,  2000 and 1999 and through the
Announcement  Date, we did not consult with WSB with respect to the  application
of  accounting  principles  to  a  specific  transaction,  either  completed  or
proposed,  or  the  type  of  audit  opinion  that  might  be  rendered  on  our
consolidated financial statements,  or any other matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.


                                       33
<PAGE>

ITEM 9A. CONTROLS AND PROCEDURES.

      Disclosure  controls and  procedures.  As of the end of the Company's most
recently completed fiscal quarter (the registrant's fourth fiscal quarter in the
case of an annual  report)  covered by this report,  the Company  carried out an
evaluation,  with the participation of the Company's  management,  including the
Company's  Chief  Executive  Officer  and  Chief  Financial   Officer,   of  the
effectiveness of the Company's  disclosure  controls and procedures  pursuant to
Securities Exchange Act Rule 13a-15.  Based upon that evaluation,  the Company's
Chief  Executive  Officer  and  Chief  Financial  Officer,  concluded  that  the
Company's  disclosure  controls and  procedures  are  effective in ensuring that
information required to be disclosed by the Company in the reports that it files
or submits under the Securities Exchange Act is recorded, processed,  summarized
and reported, within the time periods specified in the SEC's rules and forms.

      Changes in internal controls over financial reporting.  There have been no
changes  in the  Company's  internal  controls  over  financial  reporting  that
occurred  during the Company's  last fiscal quarter to which this report relates
that have materially  affected,  or are reasonably likely to materially  affect,
the Company's internal control over financial reporting.

ITEM  9B. OTHER

      None


                                       34
<PAGE>

                                    PART III

ITEM 10. DIRECTORS.

      We  maintain  a code  of  ethics  applicable  to our  principal  executive
officer,   principal   financial  officer,   principal   accounting  officer  or
controller,  and to persons performing similar functions. A copy of this code of
ethics      is      posted      on      our      website      accessible      at
http://www.goamerica.com/Company_info/ethics_execs.php.

      We will  provide  information  that is  responsive  to this Item 10 in our
definitive  proxy  statement or in an amendment to this Annual  Report not later
than 120 days after the end of the fiscal year covered by this Annual Report, in
either case under the caption  "Directors and Executive  Officers," and possibly
elsewhere  therein.  That  information  is  incorporated  in  this  Item  10  by
reference.

ITEM 11. EXECUTIVE COMPENSATION.

      We will provide  information  that is responsive to this Item 11 regarding
compensation paid to our executive officers in our definitive proxy statement or
in an amendment  to this Annual  Report not later than 120 days after the end of
the fiscal year covered by this Annual Report,  in either case under the caption
"Executive  Compensation," and possibly  elsewhere therein.  That information is
incorporated in this Item 11 by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

      We will provide  information  that is responsive to this Item 12 regarding
ownership of our  securities  by some  beneficial  owners and our  directors and
executive  officers in our definitive proxy statement or in an amendment to this
Annual  Report not later than 120 days after the end of the fiscal year  covered
by this Annual Report, in either case under the caption  "Security  Ownership of
Certain Beneficial Owners and Management," and possibly elsewhere therein.  That
information is incorporated in this Item 12 by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      We will provide  information  that is responsive to this Item 13 regarding
transactions  with related  parties in our definitive  proxy  statement or in an
amendment  to this  Annual  Report  not later than 120 days after the end of the
fiscal  year  covered by this  Annual  Report,  in either case under the caption
"Certain   Relationships  and  Related  Transactions,"  and  possibly  elsewhere
therein. That information is incorporated in this Item 13 by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

      We will provide  information  that is responsive to this Item 14 regarding
accounting  fees  and  services  in  our  definitive  proxy  statement  or in an
amendment  to this  Annual  Report  not later than 120 days after the end of the
fiscal  year  covered by this  Annual  Report,  in either case under the caption
"Principal Accountant Fees and Services" or "Accounting  Matters",  and possibly
elsewhere  therein.  That  information  is  incorporated  in  this  Item  14  by
reference.


                                       35
<PAGE>

                                    PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS.

The following documents are filed as part of this report:

(a)  (1)  Consolidated  Financial  Statements  and  (2)  Consolidated  Financial
Statement Schedule

      Reference is made to the Index to  Consolidated  Financial  Statements and
      Financial Statement Schedule on Page F-1.

      All other schedules have been omitted because the required  information is
      not present or is not present in amounts  sufficient to require submission
      of the schedule,  or because the  information  required is included in the
      Consolidated Financial Statements or Notes thereto.

(b) Exhibits.

      Reference is made to the Exhibit Index on Page E-1.


                                       36
<PAGE>

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized this 31st day of March,
2005.

                                               GOAMERICA, INC.


                                               By: /s/ Daniel R. Luis
                                                   ---------------------------
                                                   Daniel R. Luis,
                                                   Chief Executive Officer


                                       37
<PAGE>

      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

       SIGNATURE                          TITLE                        DATE
----------------------      ----------------------------------    --------------


/s/ Aaron Dobrinsky         Chairman of the Board                 March 31, 2005
----------------------
    Aaron Dobrinsky


/s/ Daniel R. Luis          Chief Executive Officer (Principal    March 31, 2005
----------------------      Executive Officer)
    Daniel R. Luis


/s/ Donald G. Barnhart      Chief Financial Officer (Principal    March 31, 2005
----------------------      Accounting Officer)
    Donald G. Barnhart


/s/ Joseph Korb             Director                              March 31, 2005
----------------------
    Joseph Korb


/s/ Alan Docter             Director                              March 31, 2005
----------------------
    Alan Docter


/s/ Mark Kristoff           Director                              March 31, 2005
----------------------
    Mark Kristoff


/s/ King Lee                Director                              March 31, 2005
----------------------
    King Lee


/s/ David Lyons             Director                              March 31, 2005
----------------------
    David Lyons


                                       38
<PAGE>

                                 EXHIBIT INDEX++
                                   ITEM 15(c)

EXHIBIT NO.                     DESCRIPTION OF EXHIBIT
-----------                     ----------------------

3.1         Amended and Restated Certificate of Incorporation, as filed with the
            Secretary  of  State  of the  State  of  Delaware  on  May  8,  2000
            (Incorporated  by reference to GoAmerica's  Quarterly Report on Form
            10-Q filed with the Securities and Exchange  Commission on August 7,
            2000) (File No. 000-29359)

3.2         Certificate  of  Amendment to Amended and  Restated  Certificate  of
            Incorporation,  as filed with the Secretary of State of the State of
            Delaware on May 14, 2004 (filed herewith) (File No. 000-29359)

3.3         Certificate  of  Amendment to Amended and  Restated  Certificate  of
            Incorporation,  as filed with the Secretary of State of the State of
            Delaware on October 1, 2004 (filed herewith) (File No. 000-29359)

3.4         By-laws  (Incorporated  by  reference  to  GoAmerica's  Registration
            Statement  on Form S-1 [which  became  effective on April 6, 2000]).
            (File No. 333-94801)

4.1         Warrant  Certificate,  dated as of  November  14,  2003,  issued  to
            Stellar  Continental LLC  (Incorporated  by reference to GoAmerica's
            Current  Report on Form 8-K filed with the  Securities  and Exchange
            Commission on November 24, 2003) (File No. 00-29359)

4.2         Warrant to Purchase Common Stock of GoAmerica, Inc., issued to Derek
            Caldwell as nominee for Sunrise  Securities  Corp.  (Incorporated by
            reference to  GoAmerica's  Current Report on Form 8-K filed with the
            Securities  and Exchange  Commission on December 24, 2003) (File No.
            00-29359)

4.3         Warrant to Purchase Common Stock of GoAmerica, Inc., issued to Amnon
            Mandelbaum as nominee for Sunrise Securities Corp.  (Incorporated by
            reference to  GoAmerica's  Current Report on Form 8-K filed with the
            Securities  and Exchange  Commission on December 24, 2003) (File No.
            00-29359)

10.1        Form of Invention  Assignment  and  Non-Disclosure  Agreement by and
            between  GoAmerica and its employees  (Incorporated  by reference to
            GoAmerica's   Registration  Statement  on  Form  S-1  [which  became
            effective on April 6, 2000]) (File No. 333-94801)

10.2        Form of Indemnification  Agreement by and between GoAmerica and each
            of its directors and executive  officers  (Incorporated by reference
            to  GoAmerica's  Registration  Statement  on Form S-1 [which  became
            effective on April 6, 2000]) (File No. 333-94801)

10.3=       Value Added Reseller  Agreement by and between  GoAmerica,  Wynd and
            Cingular   Interactive,   L.P.,   dated  as  of  December  30,  2003
            (Incorporated by reference to GoAmerica's Annual Report on Form 10-K
            filed with the Securities and Exchange Commission on March 10, 2004)
            (File No. 00-29359)


                                       39
<PAGE>

EXHIBIT NO.                     DESCRIPTION OF EXHIBIT
-----------                     ----------------------

10.4=       Reseller  Agreement for Messaging  Services by and between GoAmerica
            and ARDIS Company (now Motient  Communications  Inc.),  dated August
            25, 1999  (Incorporated  by  reference to  GoAmerica's  Registration
            Statement  on Form S-1 [which  became  effective  on April 6, 2000])
            (File No. 333-94801)

10.5*       Amended and Restated Employment  Agreement by and between GoAmerica,
            Inc. and Daniel R. Luis,  dated as of May 6, 2002  (Incorporated  by
            reference to  GoAmerica's  Quarterly  Report on Form 10-Q filed with
            the Securities and Exchange  Commission on August 2, 2002) (File No.
            000-29359)

10.6*       Employment  Agreement by and between  GoAmerica and Aaron Dobrinsky,
            dated as of May 6, 2002  (Incorporated  by reference to  GoAmerica's
            Quarterly Report on Form 10-Q filed with the Securities and Exchange
            Commission  on August 2, 2002) (File No.  000-29359),  as amended by
            Amendment  No.  1,  dated  as of March  10,  2004  (Incorporated  by
            reference to  GoAmerica's  Annual Report on Form 10-K filed with the
            Securities  and  Exchange  Commission  on March 10,  2004) (File No.
            00-29359)

10.7*       Employment Agreement by and between GoAmerica and Joseph Korb, dated
            as  of  May  6,  2002  (Incorporated  by  reference  to  GoAmerica's
            Quarterly Report on Form 10-Q filed with the Securities and Exchange
            Commission on August 2, 2002) (File No. 000-29359), as terminated by
            an Agreement,  dated as of March 10, 2004 (Incorporated by reference
            to GoAmerica's  Annual Report on Form 10-K filed with the Securities
            and Exchange Commission on March 10, 2004) (File No. 00-29359)

10.8*       Employment  Agreement by and between GoAmerica and Jesse Odom, dated
            as  of  May  6,  2002  (Incorporated  by  reference  to  GoAmerica's
            Quarterly Report on Form 10-Q filed with the Securities and Exchange
            Commission on August 2, 2002) (File No. 000-29359)

10.9*       Employment   Agreement  by  and  between  GoAmerica  and  Donald  G.
            Barnhart,  dated as of March 10, 2004  (Incorporated by reference to
            Amendment No. 2 to GoAmerica's Annual Report on Form 10-K filed with
            the Securities and Exchange  Commission on April 29, 2004) (File No.
            000-29359)

10.10*      Services  Agreement by and between GoAmerica and David Lyons,  dated
            as of March 1, 2005 (filed herewith)

10.11*      GoAmerica  Communications Corp. 1999 Stock Option Plan (Incorporated
            by  reference  to  GoAmerica's  Registration  Statement  on Form S-1
            [which became effective on April 6, 2000]) (File No. 333-94801)

10.12*      GoAmerica,  Inc.  1999  Stock Plan  (Incorporated  by  reference  to
            GoAmerica's   Registration  Statement  on  Form  S-1  [which  became
            effective on April 6, 2000]) (File No. 333-94801)

10.13       GoAmerica,  Inc.  Employee  Stock  Purchase  Plan  (Incorporated  by
            reference to GoAmerica's  Registration  Statement on Form S-1 [which
            became effective on April 6, 2000]) (File No. 333-94801)


                                       40
<PAGE>

EXHIBIT NO.                     DESCRIPTION OF EXHIBIT
-----------                     ----------------------


10.14       Lease Agreement dated as of April 1, 2004, by and between  GoAmerica
            Communications  Corp. and Stellar  Continental LLC (filed herewith),
            as amended  by  Amendment  No. 1 dated as of August 1, 2004,  (filed
            herewith)


10.15       Purchase  Agreement,  dated as of December 19, 2003,  by and between
            GoAmerica, Inc. and the Investors set forth therein (Incorporated by
            reference to  GoAmerica's  Current Report on Form 8-K filed with the
            Securities  and Exchange  Commission on December 24, 2003) (File No.
            000-29359)

10.16       Registration Rights Agreement, dated as of December 19, 2003, by and
            between  GoAmerica,   Inc.  and  the  Investors  set  forth  therein
            (Incorporated by reference to GoAmerica's Current Report on Form 8-K
            filed with the  Securities  and Exchange  Commission on December 24,
            2003) (File No. 000-29359)

10.17       Acquisition  Agreement,  dated as of  September  25,  2002,  between
            EarthLink,  Inc., GoAmerica, Inc. and GoAmerica Communications Corp.
            (Incorporated by reference to GoAmerica's Current Report on Form 8-K
            filed with the  Securities  and Exchange  Commission  on October 10,
            2002) (File No. 000-29359)

10.18       Sales Agent  Agreement,  dated as of  September  25,  2002,  between
            EarthLink,  Inc., GoAmerica, Inc. and GoAmerica Communications Corp.
            (Incorporated by reference to GoAmerica's Current Report on Form 8-K
            filed with the  Securities  and Exchange  Commission  on October 10,
            2002) (File No. 000-29359)

10.19       Technology  Development  Agreement,  dated as of September 25, 2002,
            between   EarthLink,    Inc.,   GoAmerica,    Inc.   and   GoAmerica
            Communications  Corp.  (Incorporated  by  reference  to  GoAmerica's
            Current  Report on Form 8-K filed with the  Securities  and Exchange
            Commission on October 10, 2002) (File No. 000-29359)

10.20       License   Agreement,   dated  as  of  September  25,  2002,  between
            EarthLink,  Inc., GoAmerica, Inc. and GoAmerica Communications Corp.
            (Incorporated by reference to GoAmerica's Current Report on Form 8-K
            filed with the  Securities  and Exchange  Commission  on October 10,
            2002) (File No. 000-29359)

21.1        List of subsidiaries of GoAmerica, Inc. (filed herewith)

23.1        Consent of WithumSmith+Brown, P.C. (filed herewith)

31.1        Certification   pursuant  to  Rule  13a-14(a)  or  15d-14(a)  (filed
            herewith)

31.2        Certification   pursuant  to  Rule  13a-14(a)  or  15d-14(a)  (filed
            herewith)

32.1        Certification pursuant to 18 U.S.C. Section 1350 (filed herewith)

32.2        Certification pursuant to 18 U.S.C. Section 1350 (filed herewith)

99.1        Risk Factors (filed herewith)

                                       41
<PAGE>

      =     Confidential  treatment has been  requested and granted  (subject to
            applicable  renewals)  for a portion of this  Exhibit.  Confidential
            materials have been omitted and filed separately with the Securities
            and Exchange Commission.

      *     Management  contract or compensatory plan required to be filed as an
            exhibit to this form pursuant to Item 15(c).

      ++    Certain schedules and exhibits to the documents listed in this index
            are not  being  filed  herewith  or have not been  previously  filed
            because we believe  that the  information  contained  therein is not
            material. Upon request therefore, we agree to furnish supplementally
            a copy of any  schedule or exhibit to the  Securities  and  Exchange
            Commission.


                                       42
<PAGE>

                                 GOAMERICA, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                        AND FINANCIAL STATEMENT SCHEDULE

                                                                            PAGE
                                                                            ----

Report of Independent Registered Public Accounting Firm.................... F-2

Consolidated Balance Sheets as of December 31, 2004 and 2003............... F-3

Consolidated Statements of Operations for the years ended
  December 31, 2004, 2003 and 2002......................................... F-4

Consolidated Statements of Stockholders' Equity for the years ended
  December 31, 2004, 2003 and 2002......................................... F-5

Consolidated Statements of Cash Flows for the years ended December 31,
  2004, 2003 and 2002...................................................... F-6

Notes to Consolidated Financial Statements................................. F-7

Financial Statement Schedule:

     Valuation and Qualifying Accounts and Reserves for the years ended
     December 31, 2004, 2003 and 2002...................................... F-32

     All other schedules have been omitted because the required  information is
     not present or is not present in amounts  sufficient to require submission
     of the schedule,  or because the  information  required is included in the
     Consolidated Financial Statements or Notes thereto.


                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors,
GoAmerica, Inc.

      We have audited the accompanying consolidated balance sheets of GoAmerica,
Inc. as of December 31, 2004 and 2003, and the related  consolidated  statements
of operations,  stockholders' equity and cash flows for the years ended December
31, 2004,  2003 and 2002.  Our audits also included the  consolidated  financial
statement  schedule  for the years ended  December  31,  2004,  2003 and 2002 as
listed  in  the  index  at  Item  15(a).  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

      We conducted  our audits in  accordance  with the  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of GoAmerica, Inc.
as of  December  31,  2004  and  2003,  and the  consolidated  results  of their
operations and their cash flows for the years ended December 31, 2004,  2003 and
2002 in conformity with accounting  principles  generally accepted in the United
States of America.  Also, in our opinion, such consolidated  financial statement
schedule  referred to above,  when considered in relation to the basic financial
statements taken as a whole,  presents  fairly,  in all material  respects,  the
information set forth therein.


                                                   /s/ WithumSmith + Brown, P.C.

New Brunswick, New Jersey
February 28, 2005


                                      F-2
<PAGE>

                                 GOAMERICA, INC.
                           CONSOLIDATED BALANCE SHEETS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                               DECEMBER 31,
                                                                         ----------------------
                                                                            2004         2003
                                                                         ---------    ---------
<S>                                                                      <C>          <C>
ASSETS
Current assets:
   Cash and cash equivalents .........................................   $   7,098    $     568
   Accounts receivable, less allowance for doubtful accounts of
      $603 in 2004 and $1,213 in 2003 ................................       1,530        1,737
   Other receivables .................................................         732          534
   Merchandise inventories, net ......................................         123          213
   Prepaid expenses and other current assets .........................         219          115
                                                                         ---------    ---------
Total current assets .................................................       9,702        3,167

Restricted cash ......................................................         604           --
Property, equipment and leasehold improvements, net ..................         940        1,606
Trade names, net of accumulated amortization of $4,388 in 2004
    and $4,019 in 2003 ...............................................         184          553
Other intangible assets, net of accumulated amortization of $6,755
    in 2004 and $6,442 in 2003, respectively .........................         455          251
Goodwill, net ........................................................       6,000        6,000
Deferred debt and other financing expense, net .......................          --        1,091
Other assets .........................................................         101          297
                                                                         ---------    ---------
Total assets .........................................................   $  17,986    $  12,965
                                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable ..................................................   $     348    $   1,472
   Accrued expenses ..................................................         538        3,040
   Bridge note payable, net of discount of $390 in 2003 ..............          --          625
   Deferred revenue ..................................................         285          673
   Other current liabilities .........................................           1           13
                                                                         ---------    ---------
Total current liabilities ............................................       1,172        5,823

Commitments and contingencies

Stockholders' equity:
   Preferred stock, $.01 par value; authorized: 4,351,943 in 2004 ....
      and 2003; issued and outstanding: none in 2004 and 2003 ........          --           --
   Common stock, $.01 par value; authorized: 200,000,000 in 2004 .....
      and 2003; issued : 2,117,339 in 2004 and 684,739 in 2003, ......
      respectively ...................................................          21            7
   Additional paid-in capital ........................................     285,854      271,566
   Accumulated deficit ...............................................    (268,875)    (264,431)
   Treasury stock, at cost, 24,063 shares in 2004 and none in 2003 ...        (186)          --
                                                                         ---------    ---------
Total stockholders' equity ...........................................      16,814        7,142
                                                                         ---------    ---------
Total liabilities and stockholders' equity ...........................   $  17,986    $  12,965
                                                                         =========    =========
</TABLE>

                             SEE ACCOMPANYING NOTES.


                                      F-3
<PAGE>

                                 GOAMERICA, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                     YEARS ENDED DECEMBER 31,
                                                             -----------------------------------------
                                                                 2004           2003           2002
                                                             -----------    -----------    -----------
<S>                                                          <C>            <C>            <C>
REVENUES:
     Subscriber ..........................................   $     5,588    $    10,108    $    29,017
     Equipment ...........................................           181          1,042          6,560
     Other ...............................................           453            728            335
                                                             -----------    -----------    -----------
                                                                   6,222         11,878         35,912

COSTS AND EXPENSES:
     Cost of subscriber revenue ..........................         2,539          2,669         20,434
     Cost of equipment revenue ...........................           260          1,152          8,537
     Cost of network operations ..........................           733          1,828          3,074
     Cost of other revenue ...............................           201             --             --
     Sales and marketing .................................           597          1,072          8,038
     General and administrative ..........................         5,625          9,617         29,082
     Research and development ............................           507          1,209          3,456
     Depreciation and amortization of fixed assets .......           804          1,912          4,342
     Amortization of other intangibles ...................           682          1,081          1,483
     Impairment of goodwill ..............................            --            193          8,400
     Impairment of other long-lived assets ...............            --          1,202          5,582
                                                             -----------    -----------    -----------
                                                                  11,948         21,935         92,428
                                                             -----------    -----------    -----------
Loss from operations .....................................        (5,726)       (10,057)       (56,516)

OTHER INCOME (EXPENSE):
     Gain on sale of subscribers .........................            --          1,756             --
     Settlement gains, net ...............................         1,494             85             --
     Interest (expense) income, net ......................          (944)          (275)           191
                                                             -----------    -----------    -----------
                                                                     550          1,566            191
                                                             -----------    -----------    -----------
Net loss before benefit from income taxes ................        (5,176)        (8,491)       (56,325)
     Income tax benefit ..................................           732            284            436
                                                             -----------    -----------    -----------
Net loss .................................................   $    (4,444)   $    (8,207)   $   (55,889)
                                                             ===========    ===========    ===========
Basic net loss per share .................................   $     (2.49)   $    (12.10)   $    (83.04)
                                                             ===========    ===========    ===========
Diluted net loss per share ...............................   $     (2.49)   $    (12.10)   $    (83.00)
                                                             ===========    ===========    ===========
Weighted average shares used in computation of basic net
     loss per share ......................................     1,785,403        678,240        673,072
Weighted average shares used in computation of diluted net
     loss per share ......................................     1,785,403        678,240        673,365
</TABLE>

                             SEE ACCOMPANYING NOTES.


                                      F-4
<PAGE>

                                 GOAMERICA, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                        (IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                              COMMON STOCK
                                            -----------------  ADDITIONAL     DEFERRED
                                              NUMBER             PAID-IN      EMPLOYEE     ACCUMULATED
                                            OF SHARES  AMOUNT    CAPITAL    COMPENSATION     DEFICIT
                                            ---------  ------  ----------   ------------   -----------
<S>                                         <C>        <C>     <C>          <C>            <C>
BALANCE AT JANUARY 1, 2002 .................  671,254  $    7  $  269,583   $     (2,842)  $  (200,335)

  Issuance of common stock pursuant to:
    exercise of employee stock
      options ..............................    2,888      --         114             --            --
    employee stock purchase plan ...........    1,065      --          64             --            --

  Adjustment to deferred employee
    compensation for terminations ..........       --      --        (213)           213            --
  Amortization of deferred employee
    compensation ...........................       --      --          --          2,315            --
  Net loss .................................       --      --          --             --       (55,889)
                                            ---------  ------  ----------   ------------   -----------

BALANCE AT DECEMBER 31, 2002 ...............  675,207       7     269,548           (314)     (256,224)

  Issuance of common stock pursuant to:
    exercise of employee stock
      options ..............................    8,931      --         258             --            --
    employee stock purchase plan ...........      601      --          13             --            --
  Issuance of warrant to settle lease
    commitment .............................       --      --         440             --            --
  Issuance of warrant to placement agent
    to secure bridge note financing ........       --      --         292             --            --
  Fair value of warrants issued to
    investors as part of bridge note
    financing ..............................       --      --         487             --            --
  Value of beneficial conversion
    feature of convertible bridge
    note financing .........................       --      --         528             --            --
  Amortization of deferred employee
    compensation ...........................       --      --          --            314
  Net loss .................................       --      --          --             --        (8,207)
                                            ---------  ------  ----------   ------------   -----------

BALANCE AT DECEMBER 31, 2003 ...............  684,739       7     271,566             --      (264,431)

  Issuance of common stock pursuant to:
    exercise of employee stock
      options ..............................    6,776      --         173             --            --
    exercise of warrants ...................   50,652      --          13             --            --
    equity financing, net of expenses ......1,224,304      12      12,197             --            --
    conversion of bridge note payable ......   86,509       1       1,014             --            --
    acquisition of intangible assets .......   54,671       1         441             --            --
  Issuance of common stock pursuant
    to settlement agreements ...............    9,688      --         450             --            --

  Purchase of treasury stock ...............       --      --          --             --            --
  Net loss .................................       --      --          --             --        (4,444)
                                            ---------  ------  ----------   ------------   -----------
BALANCE AT DECEMBER 31, 2004 ...............2,117,339  $   21  $  285,854   $         --   $  (268,875)
                                            =========  ======  ==========   ============   ===========

<CAPTION>
                                                                TOTAL STOCK-
                                                                  HOLDERS'
                                             TREASURY STOCK       EQUITY
                                            -----------------   ------------
                                             NUMBER
                                            OF SHARES  AMOUNT
                                            ---------  ------
<S>                                          <C>       <C>      <C>
BALANCE AT JANUARY 1, 2002 .................      --   $   --   $     66,413

  Issuance of common stock pursuant to:
    exercise of employee stock
      options ..............................      --       --            114
    employee stock purchase plan ...........      --       --             64

  Adjustment to deferred employee
    compensation for terminations ..........      --       --             --
  Amortization of deferred employee
    compensation ...........................      --       --          2,315
  Net loss .................................      --       --        (55,889)
                                              ------   ------   ------------

BALANCE AT DECEMBER 31, 2002 ...............      --       --         13,017

  Issuance of common stock pursuant to:
    exercise of employee stock
      options ..............................      --       --            258
    employee stock purchase plan ...........      --       --             13
  Issuance of warrant to settle lease
    commitment .............................      --       --            440
  Issuance of warrant to placement agent
    to secure bridge note financing ........      --       --            292
  Fair value of warrants issued to
    investors as part of bridge note
    financing ..............................      --       --            487
  Value of beneficial conversion
    feature of convertible bridge
    note financing .........................      --       --            528
  Amortization of deferred employee
    compensation ...........................      --       --            314
  Net loss .................................      --       --         (8,207)
                                              ------   ------   ------------

BALANCE AT DECEMBER 31, 2003 ...............      --       --          7,142

  Issuance of common stock pursuant to:
    exercise of employee stock
      options ..............................      --       --            173
    exercise of warrants ...................      --       --             13
    equity financing, net of expenses ......      --       --         12,209
    conversion of bridge note payable ......      --       --          1,015
    acquisition of intangible assets .......      --       --            442
  Issuance of common stock pursuant
    to settlement agreements ...............      --       --            450

  Purchase of treasury stock ...............  24,063     (186)          (186)
  Net loss .................................      --       --         (4,444)
                                              ------   ------   ------------
BALANCE AT DECEMBER 31, 2004 ...............  24,063   $ (186)  $     16,814
                                              ======   ======   ============
</TABLE>

                             SEE ACCOMPANYING NOTES.


                                      F-5
<PAGE>

                                 GOAMERICA, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                         YEARS ENDED DECEMBER 31,
                                                                    --------------------------------
                                                                      2004        2003        2002
                                                                    --------    --------    --------
<S>                                                                 <C>         <C>         <C>
OPERATING ACTIVITIES
Net loss ........................................................   $ (4,444)   $ (8,207)   $(55,889)
Adjustments to reconcile net loss to net cash used
  in operating activities:
    Depreciation and amortization ...............................      1,486       2,993       5,825
    Amortization of debt discount and deferred financing costs ..      1,014         248          --
    Impairment of goodwill ......................................         --         193       8,400
    Impairment of other long-lived assets .......................         --       1,202       5,582
    Provision for losses on accounts receivable .................        239         534       3,221
    Common stock issued for interest expense ....................         19          --          --
    Settlement gains, net .......................................     (1,494)         --          --
    Accrued loss on sublease ....................................         --         509          --
    Gain on sale of subscribers .................................         --      (1,756)         --
    Non-cash employee compensation ..............................         --         314       2,315
    Non-cash warrant expense ....................................         --         440          --

    Other non-cash charges ......................................         --           7          --
    Changes in operating assets and liabilities:
       (Increase) decrease in accounts receivable ...............        (32)      3,509        (329)
       Increase in other receivables ............................       (198)       (534)         --
       Decrease in inventory ....................................         90         833       6,921
       (Increase) decrease in prepaid expenses and other current
          assets ................................................       (104)        405       1,853
       Decrease in accounts payable .............................     (1,124)     (3,374)     (4,982)
       Decrease in accrued expenses and other current liabilities       (564)     (3,496)     (1,532)
       Decrease in deferred revenue .............................       (388)     (1,733)       (399)
                                                                    --------    --------    --------
Net cash used in operating activities ...........................     (5,500)     (7,913)    (29,014)

INVESTING ACTIVITIES
Purchase of property, equipment and leasehold improvements ......       (138)        (35)       (451)
Proceeds from the sale of subscribers ...........................         --       1,756          --
Acquisition of subscribers ......................................         --        (368)         --
Acquisition of intangible assets ................................        (75)         --          --
Change in other assets and restricted cash ......................       (408)      1,232           3
                                                                    --------    --------    --------
Net cash provided by (used in) investing activities .............       (621)      2,585        (448)

FINANCING ACTIVITIES
Issuance of common stock, net of related expenses ...............     12,981         271         178
Issuance of note payable and warrant, net of financing costs of
    $215 ........................................................         --         800          --
Payments made for deferred financing costs ......................       (139)       (112)         --
Purchase of treasury stock ......................................       (186)         --          --
Payments made on capital lease obligations ......................         (5)        (45)       (711)
                                                                    --------    --------    --------
Net cash provided by (used in) financing activities .............     12,651         914        (533)
                                                                    --------    --------    --------
Increase (decrease) in cash and cash equivalents ................      6,530      (4,414)    (29,995)
Cash and cash equivalents at beginning of year ..................        568       4,982      34,977
                                                                    --------    --------    --------
Cash and cash equivalents at end of year ........................   $  7,098    $    568    $  4,982
                                                                    ========    ========    ========
</TABLE>

                             SEE ACCOMPANYING NOTES.


                                      F-6
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

1.    DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

      GoAmerica,  Inc. (the "Company") is a wireless data communications service
provider,  offering  solutions  primarily for  consumers  who are deaf,  hard of
hearing and/or  speech-impaired.  The Company  currently  develops,  markets and
supports  most  of  these  services  through  Wynd  Communications   Corporation
("Wynd"), a wholly owned subsidiary of the Company.  Wynd Communications  offers
enhanced services known as WyndTell(R) and  WyndPower(TM),  which assist deaf or
hard of hearing customers in communicating from most major metropolitan areas in
the  continental  United  States  and parts of Canada.  Additionally,  GoAmerica
continues  to support  customers  who use its  proprietary  software  technology
called Go.Web(TM).  GoWeb is designed for use mainly by enterprise  customers to
enable  secure  wireless  access to corporate  data and the Internet on numerous
wireless computing devices.  The Company's revenues are derived principally from
subscriptions  to its  value-added  wireless data services,  for which customers
typically pay monthly  recurring  fees. The Company derives  additional  revenue
from  the sale of  wireless  communications  devices  and  commissions  from the
acquisition of subscribers on behalf of various wireless network providers.

      The Company is highly  dependent  on  EarthLink,  Inc.  ("Earthlink")  for
billing and collections,  customer support and technical  support for certain of
the  Company's  subscribers.  Additionally,  the Company is highly  dependent on
EarthLink  and other  third  parties  for  wireless  communication  devices  and
wireless network connectivity.

      The Company operates in a highly competitive  environment subject to rapid
technological  change  and  emergence  of new  technology.  Although  management
believes its services are transferable to emerging  technologies,  rapid changes
in technology could have an adverse financial impact on the Company.

      The Company has incurred significant  operating losses since its inception
and, as of December 31, 2004,  has an  accumulated  deficit of $268,875.  During
2004, the Company  incurred a net loss of $4,444 and used $5,500 of cash to fund
operating activities. As of December 31, 2004 the Company had $7,098 in cash and
cash equivalents.


                                      F-7
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

2.    SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

      The consolidated  financial  statements include the accounts of GoAmerica,
Inc. and its wholly-owned  subsidiaries.  All significant  intercompany balances
and transactions have been eliminated in consolidation.

Cash Equivalents

      Cash  equivalents  consist of highly liquid  investments  with an original
maturity of three months or less when purchased.

Use of Estimates

      The  preparation  of financial  statements in conformity  with  accounting
principles  generally accepted in the United States requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and the disclosure of contingent  assets and liabilities at the date
of the financial  statements,  and the reported  amounts of certain revenues and
expenses  during the reporting  periods.  Actual results could differ from those
estimates.  Significant  estimates that affect the financial statements include,
but are not limited to:  collectibility  of  accounts  receivable,  amortization
periods and recoverability of long-lived assets.

Receivables and Credit Policies

      Accounts receivable are  uncollateralized  customer  obligations due under
normal  trade terms  requiring  payment  within 30 days from the  invoice  date.
Accounts receivable are stated at the amount billed to the customer. Interest is
not  billed  or  accrued.  Accounts  receivable  in  excess  of 90 days  old are
considered  delinquent.  Payments of accounts  receivable  are  allocated to the
specific  invoices  identified  on  the  customer's  remittance  advice  or,  if
unspecified, are applied to the oldest unpaid invoices.

      The  carrying  amount of  accounts  receivable  is reduced by a  valuation
allowance  that reflects the Company's best estimate of the amounts that may not
be collected.  This estimate is based on reviews of all balances in excess of 90
days  from  the   invoice   date  and  based  on  an   assessment   of   current
creditworthiness, estimates the portion, if any, of the balance that will not be
collected. The Company reviews its valuation allowance on a quarterly basis.

Merchandise Inventories

      Merchandise  inventories,  principally wireless devices, are stated at the
lower of cost (first-in,  first-out)  basis or market.  Inventories are recorded
net of a reserve for excess and obsolete merchandise.


                                      F-8
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Property, Equipment and Leasehold Improvements

      Property,  equipment  and  leasehold  improvements  are  stated  at  cost.
Depreciation is provided on the  straight-line  method over the estimated useful
lives of the related  assets ranging from two to seven years.  Expenditures  for
maintenance and repairs are charged to expense as incurred.

Computer Software Developed or Obtained For Internal Use

      All direct  internal and external  costs  incurred in connection  with the
application development stage of software for internal use are capitalized.  All
other costs  associated  with internal use software are expensed when  incurred.
Amounts   capitalized   are  included  in  property,   equipment  and  leasehold
improvements  and are  amortized  on a  straight-line  basis  over  three  years
beginning when such assets are placed in service.

Goodwill and Intangible Assets

      Goodwill  and  intangible   assets  result  primarily  from   acquisitions
accounted  for under the  purchase  method.  In  accordance  with  Statement  of
Financial  Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible
Assets" ("SFAS No. 142"),  goodwill and intangible  assets with indefinite lives
are not  amortized  but are subject to impairment by applying a fair value based
test.   Intangible   assets  with  finite  useful  lives  related  to  developed
technology,  customer  lists,  trade  names  and  other  intangibles  are  being
amortized on a straight-line basis over the estimated useful life of the related
asset, generally one to five years.  Recoverability of Intangible and Other Long
Lived Assets

      In accordance with SFAS No.142,  the Company reviews the carrying value of
goodwill and  intangible  assets with  indefinite  lives  annually or in certain
circumstances as required.  The Company measures  impairment losses by comparing
carrying value to fair value.  Fair value is determined  using  discounted  cash
flow methodology.

      In  accordance  with  SFAS No.  144,  "Accounting  for the  Impairment  or
Disposal  of  Long-Lived  Assets,"  long-lived  assets  used in  operations  are
reviewed for impairment  whenever  events or changes in  circumstances  indicate
that carrying amounts may not be recoverable.  For long-lived  assets to be held
and used, the Company  recognizes an impairment loss only if its carrying amount
is not  recoverable  through  its  undiscounted  cash  flows  and  measures  the
impairment  loss based on the  difference  between the carrying  amount and fair
value.


                                      F-9
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Revenue and Deferred Revenue

      The Company  derives  subscriber  revenue  from the  provision of wireless
communication  services.  Subscriber  revenue  consists  of monthly  charges for
access and usage and is recognized as the service is provided.  Also included in
subscriber  revenue  are  one-time  non-refundable  activation  fees.  Equipment
revenue is  recognized  upon  shipment  and  transfer  of title to the end user.
Consulting  revenue,  included in other  revenue,  is  recognized as the related
services are provided.  Software and prepaid  revenues through December 31, 2004
were insignificant.

Cost of Revenues

      Cost of subscriber  revenue consists  principally of airtime costs charged
by carriers. Cost of equipment revenue consists of the cost of equipment sold.

Income Taxes

      Deferred income taxes are determined using the asset and liability method.
Under this method,  deferred tax assets and liabilities are determined  based on
differences  between financial reporting and tax bases of assets and liabilities
and are  measured  using the  enacted  tax rates and laws that will be in effect
when the differences are expected to reverse. A valuation  allowance is recorded
when the  expected  recognition  of a  deferred  tax asset is  considered  to be
unlikely.

Advertising Costs

      Advertising  costs are expensed as incurred.  During 2004,  2003 and 2002,
advertising expense was approximately $17, $23 and $1,019, respectively.

Research and Development Costs

      Research and development costs are expensed as incurred.


                                      F-10
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Stock-Based Employee Compensation

      The Company accounts for employee  stock-based  compensation in accordance
with  Accounting  Principles  Board (APB) Opinion No. 25,  "Accounting for Stock
Issued to Employees",  using an intrinsic value approach to measure compensation
expense, if any. Under this method, compensation expense is recorded on the date
of the grant only if the current  market price of the  underlying  stock exceeds
the  exercise  price.  Options  issued to  non-employees  are  accounted  for in
accordance  with  SFAS  123,  "Accounting  for  Stock-Based  Compensation",  and
Emerging  Issues Task Force  ("EITF")  Issue No. 96-18,  "Accounting  for Equity
Instruments  That Are  Issued  to Other  Than  Employees  for  Acquiring,  or in
Conjunction with Selling, Goods and Services", using a fair value approach. SFAS
No.  123  established  accounting  and  disclosure  requirements  using  a  fair
value-basis method of accounting for stock-based employee compensation plans. As
allowed by SFAS No.  123,  the  Company  has  elected to  continue  to apply the
intrinsic  value-based method of accounting described above, and has adopted the
disclosure  requirements  of SFAS No. 123. Had the Company  elected to recognize
compensation  cost based on fair value of the stock options at the date of grant
under SFAS 123, such costs would have been  recognized  ratably over the vesting
period of the underlying instruments and the Company's net loss and net loss per
common  share would have  increased  to the pro forma  amounts  indicated in the
table below.

<TABLE>
<CAPTION>
                                                       Year ended December 31,
                                               --------------------------------------
                                                     2004          2003          2002
                                               ----------    ----------    ----------
<S>                                            <C>           <C>           <C>
Net loss ...................................   $   (4,444)   $   (8,207)   $  (55,889)
Deduct: Stock-based employee compensation
  expense included in reported net loss ....           --           314         2,315

Add: Total stock-based employee
  compensation expense determined under fair
  value based method for all awards ........       (3,048)       (3,968)       (6,966)
                                               ----------    ----------    ----------
Pro forma net loss .........................   $   (7,492)   $  (11,861)   $  (60,540)
                                               ==========    ==========    ==========
Loss per share - basic, as reported ........   $    (2.49)   $   (12.10)   $   (83.04)
                                               ==========    ==========    ==========
Loss per share - diluted, as reported ......   $    (2.49)   $   (12.10)   $   (83.00)
                                               ==========    ==========    ==========
Pro forma loss per share - basic ...........   $    (4.20)   $   (17.49)   $   (89.95)
                                               ==========    ==========    ==========
Pro forma loss per share - diluted .........   $    (4.20)   $   (17.49)   $   (89.91)
                                               ==========    ==========    ==========
</TABLE>

      The pro forma  results  above are not  intended to be  indicative  of or a
projection of future results. Refer to Note 14 for assumptions used in computing
the fair value amounts above.


                                      F-11
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Earnings (Loss) Per share

      The Company  computes net loss per share under the  provisions of SFAS No.
128,  "Earnings per Share" (SFAS 128), and SEC Staff Accounting  Bulletin No. 98
(SAB 98).

      Under  the  provisions  of SFAS 128 and SAB 98,  basic  loss per  share is
computed  by   dividing   the   Company's   net  loss  for  the  period  by  the
weighted-average number of shares of common stock outstanding during the period.
Diluted net loss per share  excludes  potential  common  shares if the effect is
antidilutive.  The  weighted  average  number of shares  utilized in arriving at
basic loss per share  reflects an adjustment  for 293 common shares for the year
ended  December  31,  2002 for shares held in escrow as a result of the 2001 and
2000  acquisitions.  Diluted loss per share is  determined in the same manner as
basic  loss per share  except  that the number of shares is  increased  assuming
exercise of dilutive stock options and warrants using the treasury stock method.
As the Company had a net loss,  the impact of the assumed  exercise of the stock
options and warrants is  anti-dilutive  and as such,  these amounts  (except for
warrants  issued  for  nominal   consideration)  have  been  excluded  from  the
calculation  of diluted loss per share.  For the years ended  December 31, 2004,
2003 and 2002,  290,780,  181,900 and 170,876 of common stock equivalent  shares
were excluded from the computation of diluted net loss per share.

Concentration of Credit Risk

      Financial   instruments  that   potentially   subject  the  Company  to  a
concentration  of credit risk consist of cash and cash  equivalents and accounts
receivable.  The Company  maintains a  significant  portion of its cash and cash
equivalents with two financial institutions.  At times these balances exceed the
FDIC insured limit.

      As  of  December  31,  2004  and  2003,  the  Company  had  16%  and  17%,
respectively,  of its accounts  receivable with  Earthlink.  For the years ended
December  31,  2004 and 2003,  the  Company  generated  14% and 13% of its total
revenue from Earthlink.  The Company performs periodic credit evaluations of its
customers but generally does not require collateral.

Fair Value of Financial Instruments

      The carrying amounts of the Company's financial instruments, which include
cash  and cash  equivalents,  accounts  receivable,  accounts  payable,  accrued
expenses  and notes  payable  approximate  their  fair  values  due to the short
maturity of these items.

Segment Information

      In June 1997, the Financial  Accounting  Standards  Board ("FASB")  issued
SFAS  No.  131,  "Disclosures  About  Segments  of  an  Enterprise  and  Related
Information,"  which establishes  standards for the way that a public enterprise
reports information about operating segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments  in  interim  financial   reports  issued  to  shareholders.   It  also
establishes  standards  for related  disclosures  about  products and  services,
geographic areas and major customers.  The Company operates in a single segment.
The  chief  operating  decision  maker  allocates  resources  and  assesses  the
performance  associated with wireless services, and related equipment sales on a
single segment basis. Consulting and prepaid calling services are not a material
component of the Company's business.


                                      F-12
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

Reclassifications

      The Company has  reclassified  certain prior year  information  to conform
with current year presentation.

Recent Accounting Pronouncements

      In  January  2003,  the FASB  issued  interpretation  No.  46 ("FIN  46"),
"Consolidation of Variable Interest  Entities".  The primary  objectives of this
interpretation  are to provide  guidance on the  identification  of entities for
which  control is  achieved  through  means  other than  through  voting  rights
("variable  interest  entities")  and how to determine  when and which  business
enterprise (the "primary  beneficiary") should consolidate the variable interest
entity.  This new model for  consolidation  applies to an entity in which either
(i) the equity investors (if any) do not have a controlling  financial interest;
or (ii) the equity  investment at risk is  insufficient to finance that entity's
activities  without  receiving  additional  subordinated  financial support from
other parties.  In addition,  FIN 46 requires that the primary  beneficiary,  as
well as all other enterprises with a significant  variable interest entity, make
additional disclosures. Certain disclosure requirements of FIN 46 were effective
for financial  statements  issued after January 31, 2003. In December  2003, the
FASB issued FIN 46 (revised December 2003),  "Consolidation of Variable Interest
Entities"  ("FIN 46-R") to address  certain FIN 46  implementation  issues.  The
effective  dates  and  impact  of FIN 46  and  FIN  46-R  are  as  follows:  (i)
Special-purpose entities ("SPEs") created prior to February 1, 2003. The Company
must apply either the  provisions of FIN 46 or early adopt the provisions of FIN
46-R at the end of the first  interim or annual  reporting  period  ended  after
December 15, 2003. (ii) Non-SPEs  created prior to February 1, 2003. The Company
was  required  to  adopt  FIN 46-R at the end of the  first  interim  or  annual
reporting period ending after March 15, 2004. (iii) All entities,  regardless of
whether  an  SPE,  that  were  created  subsequent  to  January  31,  2003;  the
interpretation  applies immediately.  The Company does not have any arrangements
with  variable  interest  entities  that  will  require  consolidation  of their
financial information in the Company's financial statements.

      In November 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS 151,  "Inventory  Costs - An  Amendment  of ARB No.  43,  Chapter 4" ("SFAS
151").  SFAS 151 amends the  guidance  in ARB No. 43,  Chapter 4 to clarify  the
accounting  for abnormal  amounts of idle facility  expense,  freight,  handling
costs, and wasted material (spoilage).  The provisions of SFAS 151 are effective
for inventory  costs incurred during fiscal years beginning after June 15, 2005.
The  adoption  of SFAS 151 is not  expected  to have a  material  effect  on the
Company's financial condition or results of operations.


                                      F-13
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

      In December  2004,  the FASB issued SFAS 153,  "Exchanges  of  Nonmonetary
Assets - an amendment of APB Opinion No. 29" ("SFAS  153").  SFAS 153 amends APB
Opinion 29 to eliminate the similar  productive  asset exception and establishes
that  exchanges of  productive  assets  should be  accounted  for at fair value,
rather than at  carryover  basis  unless (1) neither the asset  received nor the
asset  surrendered  has a fair  value  that is  determinable  within  reasonable
limits,  (2) the transaction is an exchange  transaction to facilitate  sales to
customers,  or (3) the transaction  lacks  commercial  substance.  A nonmonetary
exchange  has  commercial  substance  if the future cash flows of the entity are
expected to change significantly as a result of the exchange.  The provisions of
SFAS 153 are effective for  nonmonetary  exchanges  occurring in fiscal  periods
beginning  after June 15, 2005. The adoption of SFAS 153 is not expected to have
a material effect on the Company's financial condition or results of operations.

      In December 2004, the FASB issued SFAS 123R,  "Share-Based Payment".  SFAS
123R  establishes  that employee  services  received in exchange for share-based
payment result in a cost that should be recognized in the income statement as an
expense when the services are consumed by the enterprise. It further establishes
that those  expenses be measured at fair value  determined as of the grant date.
The  provisions  of SFAS 123R become  effective as of the beginning of the first
interim  reporting  period  that  begins  after June 15,  2005.  The  Company is
currently  evaluating  the  effect  the  adoption  of SFAS 123R will have on the
Company's financial condition and results of operations.


                                      F-14
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

3.    LEASE SETTLEMENT

      On January 10,  2003,  the Company  entered  into a sublease  agreement to
partially offset the cost of unused office space at 401 Hackensack  Avenue.  The
sublease  agreement  was set to  expire  in  April  2007.  As a  result  of this
agreement, the Company recorded a loss on sublease of $610 in 2003.

      The Company  entered  into two  agreements,  each dated as of November 14,
2003,  with Stellar  Continental  LLC  ("Stellar"),  the lessor of the Company's
corporate headquarters at 433 Hackensack Avenue and its office at 401 Hackensack
Avenue, both located in Hackensack,  New Jersey  (collectively,  the "Hackensack
Offices").  The  agreements  consist of a  Surrender  Agreement  and a new Lease
Agreement as well as a Warrant Certificate  (collectively,  the "Long Term Lease
Settlement").

      The Long Term  Lease  Settlement  enabled  the  Company  to cure all prior
defaults under the previous lease (the "Original Lease", as described below) and
terminated all parties'  rights and  obligations  under the Original  Lease,  in
exchange  for (i)  Stellar's  right  to  retain  $556  previously  drawn  on the
Company's  letter of credit that secured the Original Lease,  (ii) the Company's
issuance  of a warrant to Stellar  that  allows  Stellar to acquire up to 12,500
shares of the Company's Common Stock at an exercise price of $36.80 per share at
any time  prior to  November  14,  2008 and (iii) the  execution  of a new lease
between the Company and Stellar for office space at 433  Hackensack  Avenue (see
note 11). The Long Term Lease  Settlement also requires the Company to rent from
Stellar  any new office  space in the  Hackensack,  New Jersey  area that it may
require  over the term of the new short term lease,  on terms no less  favorable
than the New Lease.  The  sublease  agreement  described  above was  effectively
cancelled by these  settlements.  Therefore,  the Company reversed the remaining
$509 of unamortized loss on sublease as of December 31, 2003.

      The warrant to purchase  12,500 shares of the Company's  common stock at a
price of $36.80 per share was  immediately  exercisable at the date of grant and
expires in five years therefrom.  The warrant had an estimated fair market value
at the  date of  grant  of  approximately  $440,  as  determined  by  using  the
Black-Scholes method and was recognized by the Company during the fourth quarter
of 2003 as an offset to the  reversal of the loss on sublease  described  above.
Both items are  included  in  settlement  gains,  net in the  accompanying  2003
statement of  operations.  Such warrant  remains  outstanding as of December 31,
2004.

4.    SETTLEMENT GAINS AND CHANGES IN ESTIMATES

      SETTLEMENT GAINS, NET

      In December  2003,  the Company  entered into agreement with a creditor to
settle an  obligation  for less than the recorded  amount by making a final cash
payment to this vendor prior to December 31, 2003.  The Company  recorded a gain
on settlement of approximately $64 relating to this transaction and has included
this item in settlement gains, net in the accompanying statement of operations.


                                      F-15
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

      In December 2003, the Company  executed a series of settlement  agreements
with various vendors that provided,  upon their consummation,  for the reduction
of amounts  owed by the Company to these  vendors.  Generally,  the terms of the
settlement  agreements called for the Company to make fixed cash payments or the
issuance  of shares of the  Company's  common  stock.  The  consummation  of the
settlement  agreements was contingent  upon the Company's  complying with all of
the terms of the individual agreements, certain of which are as follows:

      o     Cash  payments  of  approximately  $300 to  vendors  with  which the
            Company had established settlement agreements.

      o     Establishment  of a standby  letter of credit in favor of  Cingular,
            which resulted in restricted cash in the amount of $600.

      All such terms and conditions were satisfied in 2004 and, as a result, the
Company recorded  approximately $1,621 in additional settlement gains during the
year  ended  December  31,  2004.  In  addition,  approximately  $450 of  vendor
liabilities were satisfied through the issuance of 9,688 shares of the Company's
common stock.

      On December 23, 2003,  the Company  executed a settlement  agreement  with
Eastern Computer  Exchange,  Inc.  ("Eastern  Computer") with respect to certain
payment obligations  pursuant to two equipment leases (the "Leases") by agreeing
to pay Eastern  Computer $350 upon closing the financing  discussed in Note 5 in
exchange for a full release of the Company and its affiliates of the claim filed
by Eastern Computer.  Previously,  Eastern Computer had taken back the equipment
covered under the Leases.  This settlement enabled the Company to cure all prior
defaults under the Leases. The Company recorded a loss on this settlement of $7,
which is included in settlement gains, net in the accompanying 2003 statement of
operations.

      CHANGES IN ESTIMATES

      During the year ended  December  31,  2003,  the  Company,  as part of its
strategic  realignment,   reviewed  certain  liability  provisions  and  accrued
expenses  based on recent  discussions  with vendors and recorded the  following
adjustments:

      o     A $347 reduction of general and administrative  expenses relating to
            the  elimination  of an accrued  liability  for deferred rent on the
            Company's  lease  obligations at 401 and 433 Hackensack  Avenue (see
            note 3).

      o     A $1,513 reduction of accruals for certain  subscriber related costs
            based upon a finalization of amounts owed to vendors.


                                      F-16
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

      o     A $372  reduction of accruals for certain sales and marketing  costs
            recorded in prior periods.

      The above amounts were recorded as changes in estimates and  reductions of
the related expenses in the accompanying 2003 statement of operations.

5.    BRIDGE NOTE PAYABLE AND EQUITY FINANCING

      On December 19, 2003, the Company entered into definitive  agreements with
multiple  investors  providing for the investors to purchase  approximately  1.3
million  shares of the  Company's  Common  Stock,  par value  $.01 (the  "Common
Stock"),  for an  aggregate  purchase  price of $14,500  in a private  placement
offering (the "Financing"). As part of this Financing, on December 19, 2003, the
Company  received  net proceeds of  approximately  $800 from the issuance of 10%
Senior Secured Convertible  Promissory Notes (the "Notes") and certain warrants.
The Notes were  purchased by the  investors  at their par value in  proportional
amounts  to  their  aggregate  investment  commitments  in the  Financing.  Upon
stockholder  approval  and closing of the  Financing,  the Notes and all accrued
interest  automatically  converted  into  Common  Stock at a price of $12.00 per
share, subject to certain adjustments.

      The  notes  contain  a  beneficial  conversion  feature,  which  has  been
calculated  in the amount of  approximately  $528 and is reflected as a deferred
debt  expense in the  accompanying  2003  balance  sheet.  This amount was being
amortized  as  interest  expense  through  March 2004 when it was  converted  to
equity.

      In addition to the Notes, the Company granted to the investors warrants to
purchase  16,916 shares of the  Company's  common stock at a price of $12.00 per
share.  These  warrants were  immediately  exercisable  at the date of grant and
expire in five years.  The warrants  had an  estimated  fair market value at the
date of grant of  approximately  $487,  as  determined  using the  Black-Scholes
method,  which  discount was amortized as interest  expense over the life of the
debt. The Note Payable is shown on the Balance Sheet at December 31, 2003 net of
unamortized  discount in the amount of $390. Such warrants remain outstanding as
of December 31, 2004.

      On March 10, 2004, the Company's  stockholders at a special meeting of the
stockholders approved the following:

      o     Approved the issuance of 1,224,304  shares of the  Company's  common
            stock  in  exchange  for  cash  consideration  of  $12,209,  net  of
            expenses.

      o     Authorized  the Board of Directors to amend the  Company's  restated
            certificate of  incorporation to effect a reverse stock split at one
            of five different ratios.

      o     Authorize  the Board of  Directors to amend the  Company's  restated
            certificate  of  incorporation  to increase  the number of shares of
            common stock the Company is authorized to issue from  200,000,000 to
            350,000,000 shares,  resulting in an increase in the total number of
            authorized  shares of capital stock from 204,351,943 to 354,351,943.
            The Board of Directors  did not act on this approval to increase the
            Company's  authorized  shares  prior to the  Company's  2004  annual
            meeting of stockholders, so this authorization has expired.


                                      F-17
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

      As a result,  the Company issued a total of 1,310,813 shares of its common
stock,  comprised of the 1,224,304  shares referred to above and 86,509 upon the
mandatory  conversion of the Bridge Notes Payable and related accrued  interest.
The Company received net proceeds of  approximately  $12,000 after deducting the
$714 cash  payment made to the offering  placement  agent and deferred  offering
expenses such as professional fees.

6.    RELATIONSHIP WITH EARTHLINK, INC.

      On September 25, 2002,  the Company  formed a  comprehensive  relationship
with EarthLink by entering into a series of agreements  pursuant to which, among
other things (i) EarthLink  purchased all of the Company's  CDPD  subscribers as
well as  certain of the  Company's  Cingular  and  Motient  network  subscribers
(collectively,  the  "transferred  subscribers");  (ii) EarthLink  purchased the
Company's  rights  under a  credit  for  $1,400  of  inventory  from a  hardware
manufacturer, receiving the Company's equipment pricing at a discount; (iii) the
Company and EarthLink will market each other's wireless services in exchange for
commissions  and/or  recurring  revenue  shares;  (iv)  EarthLink  will  provide
billing,  customer  support and  network  services  to most  subscribers  of the
Company's  technology;  and (v) the Company and EarthLink  will  collaborate  on
developing new  applications  and extensions of existing  technology,  including
EarthLink-branded  wireless data  services,  as well as new  technologies.

      As a result of this  relationship  and the  transfer of  subscribers,  the
Company  received  and  recorded  approximately  $1,756  of  gains  on  sales of
subscribers during 2003 and had remaining $50 and $100 of deferred revenue as of
December 31, 2004 and 2003, respectively.


                                      F-18
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

7.    ACQUISITION OF INTANGIBLE ASSETS

      On  December  1, 2004,  the Company  acquired  certain  assets from Global
Interactive,  a provider of wireless products,  services,  and accessories.  The
total  purchase  price of  approximately  $442  included  the issuance of 30,000
shares of the  Company's  common  stock  valued at $12.23 per  share.  The total
purchase price has been recorded as an intangible  asset and is being  amortized
over 12 months.

      On September 1, 2004, the Company  purchased  certain  assets  relating to
prepaid telephone calling cards from H. Edward Torres.  The total purchase price
of approximately  $75 was satisfied through the issuance of 24,671 shares of the
Company's  common  stock.  The  total  purchase  price has been  recorded  as an
intangible asset and is being amortized over 12 months.

8.    GOODWILL AND OTHER INTANGIBLE ASSETS

      Impairment Charge Recorded Under SFAS No. 142

      During  the first  half of 2003,  the  Company  identified  indicators  of
impairment,  including changes in the Company's 2003 and 2004 operating and cash
flow  forecasts,  and changes in its strategic plans for certain of its acquired
businesses,  which required that the Company evaluate the appropriateness of the
carrying value of its long-lived assets,  principally goodwill recorded upon the
acquisitions  of Outback.  A write-down  of goodwill  totaling $193 was recorded
during the second  quarter of 2003,  reflecting the amount by which the carrying
amount of the respective  reporting  unit exceeded its respective  fair value as
determined utilizing estimates of future discounted cash flows.

      During  the first half of 2002,  the  Company  completed  the first of the
required  impairment tests of goodwill and indefinite lived intangible assets as
of January 1, 2002,  and no  adjustment  to the  carrying  value of goodwill was
required at that time. During the third quarter of 2002, the Company  identified
indicators of  impairment,  including  then recent changes in the Company's 2002
and 2003  operating  and cash flow  forecasts,  and then  recent  changes in its
strategic plans for certain of its acquired businesses,  which required that the
Company  evaluate the  appropriateness  of the carrying  value of its long-lived
assets,  principally  goodwill  recorded  upon  the  acquisitions  of  Wynd  and
Hotpaper.com,  Inc.  ("Hotpaper").  A write-down of goodwill totaling $8,400 was
recorded  during the third quarter of 2002,  reflecting  the amount by which the
carrying amount of the respective reporting units exceeded their respective fair
values as determined  utilizing  estimates of future  discounted cash flows. The
Company's  annual  impairment  test  indicated  that no further  impairment  had
occurred in the fourth quarter of 2002 or during 2003 and 2004 relative to Wynd.


                                      F-19
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

      The following  table  summarizes  the activity in Goodwill for the periods
indicated:

                                        Years Ended December 31,
                                2004             2003              2002
                          -----------------------------------------------

 Beginning balance, net        $ 6,000          $ 6,193         $  14,593
 Impairment charge                  --             (193)           (8,400)
                          -----------------------------------------------
 Ending balance, net           $ 6,000          $ 6,000         $   6,193
                          ===============================================


                                      F-20
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

      The  following  table  summarizes  other  intangible   assets  subject  to
amortization at the dates indicated:

<TABLE>
<CAPTION>
                              December 31, 2004                          December 31, 2003
                    Gross                                         Gross
                   Carrying     Accumulated                      Carrying     Accumulated
                    Amount      Amortization        Net           Amount      Amortization        Net
                 -------------------------------------------   -------------------------------------------

<S>              <C>            <C>             <C>            <C>            <C>             <C>
Trade Names      $      4,572   $     (4,388)   $        184   $      4,572   $     (4,019)   $        553
Technology              3,017         (3,017)             --          3,017         (2,925)             92
Customer Lists          2,258         (2,258)             --          2,258         (2,168)             90
Other                     935           (480)            455            418           (349)             69
                 -------------------------------------------   -------------------------------------------
                 $     10,782   $    (10,143)   $        639   $     10,265   $     (9,461)   $        804
                 ===========================================   ===========================================
</TABLE>

      Aggregate future  amortization  expense for the above intangible assets is
estimated to be:

Years Ending December 31, 2005:     $ 639

9.    IMPAIRMENT OF OTHER LONG-LIVED ASSETS

      During the years ended December 31, 2003 and 2002, the Company  identified
indicators  of  possible   impairment  of  its  other  long-lived  assets.  Such
indicators  included the  continued  deterioration  in the business  climate for
wireless Internet service providers,  significant  declines in the market values
of the Company's competitors in the wireless Internet services industry,  recent
changes in the Company's  operating and cash flow forecasts,  and changes in our
strategic  plans.  Based on these  factors,  the Company  initiated  significant
reductions  in  its  workforce  resulting  in  impairment  to its  property  and
equipment,  principally  software and  furniture and  fixtures.  The  impairment
charge was calculated  assuming no salvage value to be obtained from the assets.
As a result, the Company recorded impairment charges of $1,202 and $5,582 during
the years ended December 31, 2003 and 2002,  respectively,  for assets no longer
in use.  Included in the charge for 2003 is $445,  relating to  equipment  given
back to Eastern Computer upon the Company's default on related lease obligations
(see note 4).

10.   SUPPLEMENTAL BALANCE SHEET INFORMATION

      Merchandise inventories:

      During 2004,  the Company  recorded a write-down of  approximately  $84 in
order to  reflect  inventory  at the  lower of cost or  market.  The  write-down
primarily  relates  to a lower of cost to market  adjustment  for  wireless  PDA
models which remained unsold.


                                      F-21
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)


      Additionally,  during 2003 and 2002,  the Company  recorded  reserves  for
excess inventory quantities of approximately $47 and $5,889, respectively. As of
December  31, 2004,  the Company had applied all  reserves for excess  inventory
quantities to the related merchandise inventory.

      Property, equipment and leasehold improvements:

      Property, equipment and leasehold improvements consists of the following:

                                                     December 31,
                                                  -----------------
                                                    2004      2003
                                                  -------   -------
Furniture, fixtures and equipment .............   $   754   $   754
Computer equipment and software ...............     6,903     6,765
Leasehold improvements ........................       265       265
                                                  -------   -------
                                                    7,922     7,784
Less: accumulated depreciation and amortization     6,982)   (6,178)
                                                  -------   -------
                                                  $   940   $ 1,606
                                                  =======   =======

      Accrued expenses:

      Accrued expenses consisted of the following:

                                                      December 31,
                                                  -----------------
                                                    2004      2003
                                                  -------   -------
Settlement arrangements with vendors ..........   $    --   $ 2,072
Professional fees .............................       169       427
Carrier services ..............................       109       360
Employee compensation .........................       128       130
Consideration for acquired intangibles ........        45        --
Acquired subscriber withheld consideration ....        44        --
Inventory purchases ...........................        22        --
Dealer commissions ............................         7         6
Marketing expenses ............................         3        15
Other .........................................        11        30
                                                  -------   -------
                                                  $   538   $ 3,040
                                                  =======   =======


                                      F-22
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

11.   COMMITMENTS AND CONTINGENCIES

      On February 15, 2002, Eagle Truck Lines Inc. (a/k/a Air Eagle, Inc.) filed
suit against  GoAmerica,  Inc. in the Superior  Court of the State of California
for the  County of Los  Angeles  seeking  payment of $590,  plus other  damages,
expenses,  interest  and costs of suit.  This  action was  removed to the United
States District Court for the Central  District of California and  subsequently,
pursuant to a motion  brought by GoAmerica,  transferred  to the District of New
Jersey  where  GoAmerica  was  moved to have it  consolidated  with  the  action
described in the next paragraph.  Air Eagle alleged that GoAmerica, as successor
in  interest  to Flash,  failed to perform its  obligations  under a  consulting
contract  dated  July 2, 1999 (the  "Contract"),  by and  between  Flash and Air
Eagle. Air Eagle alleged that GoAmerica assumed the rights and liabilities under
this Contract as a result of its purchase of substantially  all of the assets of
Flash in November  2000. On September  19, 2003,  Air Eagle filed for Chapter 11
bankruptcy  protection  in the United  States  Bankruptcy  Court for the Central
District of California.  In December 2004, the parties agreed and received court
approval to settle this litigation in  consideration  of GoAmerica's  paying Air
Eagle  $140 and Air  Eagle  principals'  agreeing  to  assist  GoAmerica  in the
Company's litigation against the Flash Defendants below.

      In a separate but related matter,  on July 31, 2002,  GoAmerica filed suit
against Flash and certain former officers and  shareholders of Flash (the "Flash
Defendants")  in the United States District Court for the District of New Jersey
for  violations  of  federal  and state  securities  law and common law fraud in
connection  with the sale of the assets of Flash to GoAmerica.  In October 2002,
each of the Flash Defendants filed answers to GoAmerica's  complaint denying all
of the Company's charges,  with one of the Flash Defendants adding counterclaims
against the Company and certain  named  officers  alleging,  among other things,
fraudulent  misrepresentation,  violations  of state  securities  law and unjust
enrichment  in excess of $1,000.  The other Flash  Defendants  have been granted
leave to amend  their  answer to  include  substantially  similar  counterclaims
against the Company and Company officer  defendants.  The Company filed a motion
to dismiss the Flash Defendants'  counterclaims,  and the Flash Defendants filed
cross-motions  for judgment on the  pleadings and for summary  judgment  seeking
dismissal of the Company's  claims  against  them. On March 2, 2005,  all of the
Flash  Defendants'  counterclaims  against the  Company and the Company  officer
defendants were dismissed,  and the Flash  Defendants'  cross-motions to dismiss
the  Company's  claims  against them were denied in all respects  other than the
common law fraud  claim.  The  Company is  exploring  its options as a result of
these favorable dismissals.

      In September 2003,  Michael Marts,  an individual  residing in California,
sued Boundless Depot,  Scott Johnson and Robert  Rademacher  (collectively,  the
"Boundless Depot  Defendants"),  among others, with respect to claims for breach
of  contract  by  some  or  all  of  the  Boundless   Depot   Defendants.   Wynd
Communications  was named as a co-defendant  in this action (the "Marts Action")
as the  successor-in-interest  to the  Deafwireless  assets  that  Wynd  and the
Company  acquired  as of  March 1,  2003  from the  Boundless  Depot  Defendants
pursuant  to an asset  purchase  agreement  dated as of  February  8,  2003 (the
"Deafwireless  Agreement").  All of the claims,  aggregating approximately $433,
arose prior to execution of the Deafwireless  Agreement,  with more than half of
the damages  claimed  arising prior to 2003.  Wynd and the Company are no longer
parties to the Marts Action pursuant to their motion to dismiss being granted on
March 17, 2005.

      In a separate  but related  matter,  on  September  22,  2004,  two of the
Boundless  Depot  Defendants  sued  GoAmerica  and  Wynd  Communications  in the
Superior  Court of the  State  of  California  for the  County  of Los  Angeles,
claiming  damages of $1,000  dollars for  GoAmerica's  refusal to pay unattained
contingent  consideration,  comprising  cash and/or  GoAmerica  Common Stock, to
Boundless Depot in connection with the Deafwireless  Agreement.  We believe that
the contractual  contingencies  of the  Deafwireless  Agreement were not met and
that the  Boundless  Depot  Defendants  remain  in  breach  of  their  indemnity
obligations  under the Deafwireless  Agreement with respect to the Marts Action;
therefore the Company does not believe that any of the contingent  consideration
is owed.  Moreover,  even if all contingencies under the Deafwireless  Agreement
had been attained,  the Company  believes that the damages  claimed in this case
are excessive since the aggregate value of such contingent  consideration  would
not be material.  The Company  intends to defend this action  vigorously and may
elect to pursue counterclaims.


                                      F-23
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

      Future  minimum  capital lease  payments and future minimum lease payments
relating to office space under noncancelable operating leases as of December 31,
2004 are as follows:

<TABLE>
<CAPTION>
                                                              Capital
Year ending December 31,                                       Leases        Operating Leases
-------------------------------------------------------   ----------------   ----------------
<S>                                                       <C>                <C>
2005 ..................................................   $              1   $            291
2006 ..................................................                 --                285
2007 ..................................................                 --                140
2008 ..................................................                 --                 --
2009 ..................................................                 --                 --
Thereafter ............................................                 --                 --
                                                          ----------------   ----------------
Total minimum lease payments ..........................                  1   $            716
                                                                             ================
Less amount representing interest .....................                (--)
                                                          ----------------
Present value of net minimum capital ..................
  lease payments ......................................                  1
Less current portion of capital lease obligations .....                 (1)
                                                          ----------------
Obligations under capital lease, net of current portion   $             --
                                                          ================
</TABLE>

      During  2004,  2003 and 2002 total rent  expense was  approximately  $277,
$2,139 and $3,282, respectively.

      At December 31, 2004, a standby  letter of credit  totaling  approximately
$600 was  outstanding as security  deposit in favor of Cingular.  As of December
31, 2004,  $604 of cash held in the Company's  bank  accounts was  restricted to
secure  this  letter of credit.  As of  December  31,  2003,  the Company had no
standby letters of credit outstanding.

      During 2002, the Company entered into  employment  agreements with certain
of its key executives  which provide for fixed  compensation.  These  agreements
generally  continue  until  terminated by the employee or the Company and, under
certain  circumstances,  provide for salary  continuance for a specified period.
The  Company's  maximum  aggregate  liability  under  the  agreements  if  these
employees were terminated is approximately $175 at December 31, 2004.

12.   BENEFIT PLAN

      The Company has  established  a defined  contribution  plan under  Section
401(k) of the Internal  Revenue  Code,  which  provides for  voluntary  employee
contributions of up to 15 percent of compensation for employees  meeting certain
eligibility requirements. The Company contributes to the plan up to a maximum of
3 percent.

13.   STOCKHOLDERS' EQUITY

      On December 19,  2003,  the Company  granted  Sunrise  Securities  Corp. a
warrant to purchase  10,150 shares of the  Company's  common stock at a price of
$12.00 per share as part of their compensation for securing bridge financing for
the Company as described in note 5. This warrant was immediately  exercisable at
the date of grant. The warrant had an estimated fair market value at the date of
grant of  approximately  $292  and was  recorded  as  additional  deferred  debt
expense. Such warrant was exercised during 2004.


                                      F-24
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

      A  one  for  ten  reverse  stock  split  was  effected  during  May  2004.
Additionally,  a one for eight reverse stock split was effected  during  October
2004.  The  Company  retained  the  current  par value of $.01 per share for all
shares of common stock. All references in the financial statements to the number
of shares outstanding, per share amounts, and stock option data of the Company's
common  stock have been  restated  to reflect  the effect of both of the reverse
stock splits for all periods  presented.  Stockholders'  equity reflects both of
the reverse stock splits by  reclassifying  from "Common  stock" to  "Additional
paid in capital " an amount equal to the par value of the reduced shares arising
from the reverse splits.

      On  May  20,  2004,  the  Company's  Board  of  Directors  authorized  the
repurchase  of up to 62,500  shares of its Common Stock  pursuant to a new stock
buyback  program.  As of December  31,  2004,  the Company  had  repurchased  an
aggregate of 24,063 shares of its Common Stock at an average price of $7.778 per
share.  All purchases under the program have been made in the open market at the
Company's discretion.

      The Company also issued  warrants in 2003  relating to the  settlement  of
their lease  obligations  (see note 3) and as part of the bridge note  financing
(see note 5).

      As of December 31, 2004,  the Company had reserved  shares of common stock
for issuance as follows:

Exercise of common stock options......................................   127,408
Exercise of common stock purchase warrants............................    85,338
Employee stock purchase plan..........................................    48,335

14.   STOCK OPTION PLANS AND OTHER STOCK-BASED COMPENSATION

      On August 3, 1999, the Company adopted the GoAmerica  Communications Corp.
1999  Stock  Option  Plan.  This plan  provided  for the  granting  of awards to
purchase  shares of common  stock.  No  further  options  will be made under the
GoAmerica Communications Corp. 1999 Stock Option Plan.

      In December 1999, the Company's Board of Directors  adopted the GoAmerica,
Inc.  1999  Stock  Plan  (the  "Plan")  as a  successor  plan  to the  GoAmerica
Communications Corp. 1999 Stock Option Plan, pursuant to which 60,000 additional
shares of the Company's common stock have been reserved for issuance to selected
employees,  non-employee  directors and consultants.  In May 2001, the Company's
shareholders approved an increase in the maximum number of shares issuable under
the Plan from 60,000 to 132,809 shares.


                                      F-25
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

      Under  the  terms of the  Plan,  a  committee  of the  Company's  Board of
Directors may grant options to purchase shares of the Company's  common stock to
employees and  consultants  of the Company at such prices that may be determined
by the  committee.  The Plan  provides for award grants in the form of incentive
stock options and  non-qualified  stock options.  Options granted under the Plan
generally vest annually over 4 years and expire after 10 years.

      The following table summarizes  activity on a combined basis for the plans
during 2004, 2003 and 2002:

                                              Number of       Weighted-Average
                                               Options        Exercise Price
                                           ---------------    ---------------
Outstanding at January 1, 2002 .........            76,189    $        376.00
Granted ................................            72,453    $         66.40
Exercised ..............................            (2,888)   $         40.00
Cancelled ..............................           (30,451)   $        403.20
                                           ---------------
Outstanding at December 31, 2002 .......           115,303    $        177.60
Granted ................................            12,188    $         24.80
Exercised ..............................            (8,931)   $         40.00
Cancelled ..............................           (41,605)   $        292.00
                                           ---------------
Outstanding at December 31, 2003 .......            76,955    $        105.60
Granted ................................            10,000    $          2.35
Exercised ..............................            (6,776)   $         29.23
Cancelled ..............................            (9,799)   $        118.14
                                           ---------------
Outstanding at December 31, 2004 .......            70,380    $        116.66
                                           ===============
Exercisable at December 31, 2004 .......            48,459    $        127.20
                                           ===============
Exercisable at December 31, 2003 .......            40,076    $        157.60
                                           ===============
Exercisable at December 31, 2002 .......            53,303    $        219.20
                                           ===============
Available for grant at December 31, 2004            57,028                 --
                                           ===============

      The following table summarizes information about fixed price stock options
outstanding at December 31, 2004:

<TABLE>
<CAPTION>

                                                Outstanding                                    Exercisable
                            ------------------------------------------------------   -----------------------------------
                                                                  Weighted-Average
                                 Number        Weighted-Average       Remaining          Number         Weighted-Average
Range of Exercise Prices      Outstanding       Exercise Price    Contractual Life     Exercisable       Exercise Price
-------------------------   ----------------   ----------------   ----------------   ----------------   ----------------
<S>                         <C>                <C>                <C>                <C>                <C>
          $2.35                       10,000   $           2.35      9.8 years                  3,333   $           2.35
      $20.00-$26.40                   28,672   $          23.86      5.5 years                 16,515   $          23.95
      $36.00-$44.80                    5,875   $          44.12      7.0 years                  7,094   $          44.64
      $56.80-$84.80                    4,471   $          84.64      5.6 years                  4,532   $          84.64
     $104.80-$156.80                  11,565   $         146.93      7.9 years                  7,195   $         144.34
     $162.40-$195.20                   3,096   $         166.54      5.8 years                  3,089   $         166.55
     $401.60-$600.00                   5,963   $         432.58      6.1 years                  5,963   $         432.58
     $637.60-$661.60                      13   $         637.60      6.8 years                     13   $         637.60
    $1200.00-$1280.00                    725           $1268.97      6.6 years                    725           $1268.97
                            ----------------                                         ----------------
                                      70,380                                                   48,459
                            ================                                         ================
</TABLE>


                                      F-26
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

      For certain options granted during 2000 and 1999, the Company has recorded
pursuant  to APB No.  25  approximately  $8,457  and  $7,799,  respectively,  of
deferred  compensation  expense representing the difference between the exercise
price and the  market  value of the  common  stock on the date of  grant.  These
amounts were being amortized over the vesting period of each option and amounted
to  approximately  $314 and $2,315 during the years ended  December 31, 2003 and
2002, respectively.

      The following table discloses,  for the year ended December 31, 2004, 2003
and  2002,   the  number  of  options   granted  and  certain   weighted-average
information:

<TABLE>
<CAPTION>
                                                          Year ended December 31,
                   ---------------------------------------------------------------------------------------------------------
                                2004                                2003                                 2002
                   ---------------------------------   ---------------------------------   ---------------------------------
                   Number of     Fair      Exercise    Number of     Fair      Exercise    Number of     Fair      Exercise
                    Options      Value       Price      Options      Value       Price      Options      Value       Price
                   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------   ---------
<S>                   <C>           <C>         <C>       <C>          <C>         <C>        <C>          <C>         <C>
Exercise price
 greater than
 market price ...         --   $      --   $      --          --      $   --     $    --          --   $      --   $      --
Exercise price
 equals market
 price ..........     10,000        2.35        2.35      12,188       24.80       24.80      72,453       66.40       66.40
Exercise price
 less than market
 price ..........         --          --          --          --          --          --          --          --          --
</TABLE>

      Pro forma  information  regarding  net  income and  earnings  per share is
required by SFAS 123, and has been  determined  as if the Company had  accounted
for its employee stock options under the fair value method of SFAS 123 (see note
1). For  purposes  of pro forma  disclosures,  the  estimated  fair value of the
options is amortized to expense over the options' vesting period. The fair value
for these  options was  estimated  at the date of grant using the  Black-Scholes
option  pricing model with the following  assumptions  for 2004,  2003 and 2002:
weighted-average risk-free interest rate of 4.20%, 4.20% and 4.03% respectively;
expected volatility of 0.80; no dividends; and a weighted-average  expected life
of the options of 2.0 years, 2.0 years and 3.0 years, respectively.

      In December  1999, the Company's  Board of Directors  adopted the Employee
Stock Purchase Plan effective upon the Company's  initial public offering of its
common  stock,  which was  completed  on April 12, 2000.  The Company  initially
reserved 50,000 shares of common stock for issuance under the plan.  During 2003
and 2002,  there were 600 and 1,065 shares,  respectively,  sold pursuant to the
plan.


                                      F-27
<PAGE>


15.   INCOME TAXES

      Significant   components  of  the   Company's   deferred  tax  assets  and
liabilities are as follows:

                                                               December 31,
                                                           --------------------
                                                             2004        2003
                                                           --------    --------
Deferred tax assets:
    Net operating loss carryforwards .................     $ 70,587    $ 71,710
    Deferred compensation ............................        8,635       8,635
    Reserves and accruals ............................          626         461
    Amortization of Goodwill .........................        4,024       3,964
    Other ............................................        2,388       2,701
Less valuation allowance .............................      (86,261)    (87,302)
                                                           --------    --------
Deferred tax assets ..................................            1         169
Deferred tax liabilities:
    Intangible assets ................................           (1)       (169)
                                                           --------    --------
Net deferred tax assets ..............................     $     --    $     --
                                                           ========    ========

      A reconciliation  setting forth the differences  between the effective tax
rate of the Company and the U.S. statutory rate is as follows:

<TABLE>
<CAPTION>
                                                                        Year ended December 31,
                                                                  --------------------------------
                                                                    2004        2003        2002
                                                                  --------    --------    --------
<S>                                                              <C>         <C>         <C>
Statutory federal income tax (benefit) at 34% ...............     $ (1,511)   $ (2,764)   $(19,002)
State income tax (benefit), net of federal benefit ..........         (372)       (122)     (1,911)
Non-deductible expenses, primarily impairment of goodwill ...        2,193       1,350       4,130
Increase in valuation allowance .............................       (1,042)      1,252      16,347
                                                                  --------    --------    --------
Total .......................................................     $   (732)   $   (284)   $   (436)
                                                                  ========    ========    ========
</TABLE>

      The state tax benefits  recorded in 2004,  2003 and 2002 of $732, $284 and
$436, respectively, are attributable to the Company's sa le of certain state net
operating loss carryforwards.

      At December  31, 2004,  the Company had a federal and state net  operating
loss ("NOL") carryforward of approximately $181,200 and $149,500,  respectively.
The federal NOL carryforwards expire beginning in 2011 and state NOL's beginning
in 2005.  The Tax Reform Act of 1986 enacted a complex set of rules limiting the
potential  utilization  of net operating  loss and tax credit  carryforwards  in
periods following a corporate "ownership change." In general, for federal income
tax purposes,  an ownership change is deemed to occur if the percentage of stock


                                      F-28
<PAGE>

                                 GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

of a loss  corporation  owned  (actually,  constructively  and,  in some  cases,
deemed)  by one or  more  "5%  shareholders"  has  increased  by  more  than  50
percentage  points  over the  lowest  percentage  of such stock  owned  during a
three-year testing period.  During 1999, such a change in ownership occurred. As
a result of the  change,  the  Company's  ability to utilize  certain of its net
operating loss carryforwards will be limited to approximately  $1,400 of taxable
income,  per year. In addition,  the Company  acquired  additional net operating
losses through its acquisitions of Wynd and Hotpaper.  The Company believes that
an ownership  change has occurred with respect to these entities.  The effect of
an ownership  change would be the imposition of an annual  limitation on the use
of net operating loss  carryforwards  attributable to periods before the change.
The Company has not performed a detailed analysis to determine the amount of the
potential  limitations.  In addition,  the Company has not  performed a detailed
analysis to determine the amount of the potential limitations as a result of the
March financing.


                                      F-29
<PAGE>

                                GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

16.   QUARTERLY FINANCIAL DATA (UNAUDITED)

      The table below  summarizes the Company's  unaudited  quarterly  operating
results for years ended December 31, 2004 and 2003.


<TABLE>
<CAPTION>
                                                                  Quarter Ended

2004                                       March 31        June 30       September 30    December 31
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
Net revenue and other income .........   $      1,948    $      1,597    $      1,370    $      1,307
Cost of revenue ......................         (1,195)           (974)           (733)           (831)
Operating expenses ...................         (1,865)         (1,651)         (1,511)         (1,702)
Depreciation and amortization expenses           (532)           (399)           (267)           (288)
Settlement gains, net ................          1,621              --            (140)             13
Interest (expense) income, net .......         (1,065)             36              38              47
Benefit from income taxes ............             --              --              --             732
Net (loss) ...........................   $     (1,088)   $     (1,391)   $     (1,243)   $       (722)
Net (loss) per common share:
    - Basic ..........................   $      (1.09)   $      (0.68)   $      (0.61)   $      (0.35)
    - Diluted ........................   $      (1.09)   $      (0.68)   $      (0.61)   $      (0.35)

<CAPTION>
2003                                       March 31        June 30       September 30    December 31
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
Net revenue and other income .........   $      3,103    $      3,331    $      3,123    $      2,321
Cost of revenue ......................         (1,846)         (1,533)         (1,610)           (660)
Operating expenses ...................         (4,578)         (3,056)         (1,942)         (2,322)
Depreciation and amortization expenses           (814)           (944)           (581)           (654)
Impairment of long-lived assets ......             --          (1,245)             --            (150)
Gain on sale of subscribers ..........          1,180             565              11              --
Settlement gains, net ................             --              --              --              85
Interest income, net .................            (12)              3              (4)           (262)
Benefit from income taxes ............             --              --              --             284
Net (loss) ...........................   $     (2,967)   $     (2,879)   $     (1,003)   $     (1,358)
Net (loss) per common share:
    - Basic ..........................   $      (4.39)   $      (4.26)   $      (1.48)   $      (1.98)
    - Diluted ........................   $      (4.39)   $      (4.26)   $      (1.48)   $      (1.98)
</TABLE>


                                      F-30
<PAGE>

                                GOAMERICA, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

17.   SUPPLEMENTAL CASH FLOW INFORMATION

      The table below  presents the  Company's  supplemental  disclosure of cash
flow information for the years ended December 31, 2004, 2003 and 2002.

<TABLE>
<CAPTION>
                                                                      YEARS ENDED DECEMBER 31,
                                                                   ----------------------------
                                                                      2004       2003      2002
                                                                   -------    -------   -------
<S>                                                                <C>        <C>       <C>
Supplemental disclosure of cash flow information:
     Interest paid .............................................   $    32    $    21   $    91

Non-cash investing and financing activities:
     Beneficial conversion feature of convertible bridge note
        payable ................................................        --        528        --
     Conversion of bridge note payable into common stock .......     1,015         --        --
     Application of deferred financing costs against proceeds
        from the sale of stock .................................       606         --        --
     Issuance of shares for vendor settlements .................       450         --        --
     Issuance of shares to acquire intangible assets ...........       442         --        --
     Issuance of warrant to placement agent to secure financing         --        292        --
     Restricted cash utilized to pay accrued expenses ..........        --        556        --
     Conversion of capital lease obligation into an account
       payable .................................................        --        152        --
     Accrued expenses related to acquisition of subscribers ....        --         50        --
     Accrued expenses related to the incurrence of deferred
        financing expense ......................................        --         70        --
</TABLE>


                                      F-31
<PAGE>

                                                                     SCHEDULE II
                                 GOAMERICA, INC.
                          FINANCIAL STATEMENT SCHEDULE

                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

                  YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002


<TABLE>
<CAPTION>
                                         BALANCE AT        ADDITIONS:                             BALANCE AT
                                        BEGINNING OF     CHARGED TO COSTS                           END OF
                                            PERIOD         AND EXPENSES       DEDUCTIONS             PERIOD
                                       ---------------   ---------------   ---------------      ---------------
<S>                                    <C>               <C>               <C>                  <C>
YEAR ENDED DECEMBER 31, 2004
     Allowance for doubtful accounts   $         1,213   $           239   $           849(1)   $           603
     Inventory Reserve                              --                84                84(3)                --

YEAR ENDED DECEMBER 31, 2003
     Allowance for doubtful accounts   $         3,418   $           534   $         2,739(1)   $         1,213
     Inventory Reserve                              --                47                47(3)                --
     Sales allowances, discounts &
       returns                                     513               134               647(2)                --

YEAR ENDED DECEMBER 31, 2002
     Allowance for doubtful accounts   $         2,675   $         3,221   $         2,478(1)   $         3,418
     Inventory Reserve                           4,740             5,889            10,629(3)                --
     Sales allowances, discounts &
       returns                                   1,378             2,686             3,551(2)               513
</TABLE>

(1) Uncollectible accounts written-off, net of recoveries.
(2) Returns and discounts charged to reserve.
(3) Inventory discounts charged to reserve.


                                      F-32