As filed with the Securities and Exchange Commission on October __, 2001
                                                       Registration No.

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM S-3

                             REGISTRATION STATEMENT
                                      UNDER

                              --------------------

                           THE SECURITIES ACT OF 1933

                              LOG ON AMERICA, INC.
                         (Name of Issuer in its charter)

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

            (Primary Standard Industrial Classification Code Number)

                                   05-0496586
                      (I.R.S. Employee Identification No.)

                              --------------------

                          One Cookson Place, 6th Floor
                         Providence, Rhode Island 02903
                                 (401) 459-6298
        (Address and telephone number of principal executive offices and
                          principal place of business)

                              --------------------

                            David R. Paolo, President
                              Log On America, Inc.
                          One Cookson Place, 6th Floor
                         Providence, Rhode Island 02903
                                 (401) 459-6298
            (Name, address and telephone number of agent for service)

                        Copies of all communications to:
                               John H. Shin, Esq.
                     Silverman, Chernis, Shin & Byrne, P.C.
                        381 Park Avenue South, Suite 1601
                            New York, New York 10016
                                 (212) 779-8600

      Approximate  date of proposed sale to the public:  From time to time or at
one time after the effective date of this Registration Statement.

      If the only  securities  being  registered  on this form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

      If any of the securities  being  registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933, as amended  ("Securities  Act"),  other than securities offered only in
connection with dividend or reinvestment plans, check the following box. [X]

      If this form is filed to register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]

      If this form is a  post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

================================================================================
<PAGE>

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
                                                  Proposed Maximum      Proposed Maximum     Amount of
Title of Each Class of           Amount to be     Offering Price Per    Aggregate Offering   Registration
Securities to be Registered      Registered(1)    Share(2)              Price                Fee
==========================================================================================================
<S>                               <C>                 <C>                  <C>                  <C>
Common Stock                      3,003,271           $0.25                $750,817.75          $187.70
==========================================================================================================
TOTAL                             3,003,271           $0.25                $750,817.75          $187.70
==========================================================================================================
</TABLE>

(2)   For the purpose of  estimating  the number of shares of common stock to be
      included in this  registration  statement,  the registrant  included:  (i)
      1,666,667  shares  representing  the  number of  shares  of  common  stock
      issuable upon the conversion of 7,500 series B preferred stock, determined
      as if the stock was converted in full on October 18, 2001,  without regard
      to any limitations on conversion at the conversion price of $4.50 based on
      dividing the stated value of $1,000 by the conversion  price; (ii) 300,000
      shares representing the number of shares of common stock issuable upon the
      exercise  of stock  purchase  warrant,  determined  as if the  warrant was
      exercised  in full on October  18,  2001;  and (iii)  1,036,604  shares of
      common stock  previously  issued.  Pursuant to rule 416 of the  Securities
      Act,  this   registration   statement  also  covers  such   indeterminable
      additional  shares as may become  issuable as a result of any future stock
      splits,  stock  dividends  or  similar   transactions.   The  registration
      statement  does  not  cover  an  indeterminate  number  of  shares  due to
      adjustments to the conversion prices.

(2)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration  fee in accordance  with Rule 457 under the Securities Act of
      1933,  based on the  average of the high and low prices of Log On America,
      Inc.,  common stock as reported on the Nasdaq  National  Market on October
      18, 2001.

      The registrant  hereby amends this  registration  statement on the date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further  amendment  which  specifically  states  that  this  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933, as amended,  or until the  registration  statement
shall become  effective  on a date as the  Securities  and Exchange  Commission,
acting pursuant to said Section 8(a), may determine.

<PAGE>

                              LOG ON AMERICA, INC.

      Our  selling  stockholders,  or their  transferees,  pledgees,  donees  or
successors are selling up to 3,003,271  shares of Log On America,  Inc.,  common
stock issuable to them upon the  conversion of series B preferred  stock and the
exercise of a common  stock  warrant and the issuance of common stock in certain
private transactions.

      We are not  selling  any of the  shares of our  common  stock  under  this
prospectus  and we will not  receive any of the  proceeds  from the sales by the
selling stockholders.

      The selling  stockholders may sell the shares of our common stock they are
offering in a number of different  ways and at varying  prices.  We provide more
information about the selling stockholders and how they may sell their shares in
the section titled, "Plan of Distribution."

================================================================================

      Please see the risk  factors  beginning  on page 8 to read  about  certain
factors you should consider before buying shares of our common stock.

================================================================================

      Our common stock is listed on the Nasdaq National Market under the symbol,
LOAX.  On October  18,  2001,  the  closing  sale price of a share of our common
stock, as reported on the Nasdaq National Market, was $0.25.

      The  mailing  address of our  principal  executive  offices is One Cookson
Place,  6th Floor  Providence,  Rhode Island 02903,  and the telephone number is
(401) 459-6298.

      Neither the  Securities and Exchange  Commission nor any state  securities
commission has approved or disapproved  of these  securities or determined  that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                The date of this prospectus is _______, __, 2001
<PAGE>

                Where you can find more information about Log On

      We file annual,  quarterly and special reports, proxy statements and other
information with the Securities and Exchange  Commission.  You may read and copy
any  document  we  file  at the  Securities  and  Exchange  Commission's  public
reference room in Washington,  D.C., New York, New York, and Chicago,  Illinois.
Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further
information on the public reference rooms. Our filings are also available at the
Commission's web site, http://www.sec.gov.

      The terms of the series B preferred  stock are only briefly  summarized in
this  prospectus.  Shareholders  may obtain further  information  concerning the
rights,  preferences and terms of the series B preferred stock in more detail by
reviewing the exhibits attached to this registration statement.


                                       2
<PAGE>

                               Prospectus Summary

      Because this is a summary,  it may not contain all information that may be
important  to you.  You  should  read  this  entire  prospectus,  including  the
information  incorporated by reference and the financial data and related notes,
before making an investment  decision.  When used in this prospectus,  the terms
"we,"  "our" and "us" refer to Log On  American,  Inc.,  and not to the  selling
stockholders.

                              Log On America, Inc.

Log On America  is a  solutions-centric  Integrated  Network  Services  Provider
("INSP"),  offering  digital IP transport and  integrated  network  solutions to
individuals  and businesses  throughout New England.  Our core products  include
IT/Telecom/PBX  managed  services,  high-speed  Internet  access,  web and  data
hosting, office productivity and security management application services, local
and long distance dial-tone and call management  features utilizing a wide range
of system integration, broadband access, ASP technologies and partnerships.

We have  determined that the traditional  competitive  local exchange  carrier /
direct local exchange  carrier service delivery models do not adequately serve a
large  portion of the growing  communications  marketplace  in a cost  effective
manner. We also have recognized that traditional  communications products do not
fulfill the  competitive  business  requirements  of many of the fastest growing
business segments. Some of these segments have not been addressed nor identified
by the existing service  providers.  Two of the market  segments,  which will be
addressed by our highly leveraged,  fully integrated  end-to-end solutions based
business and management model will be the small to medium size business solution
market ("SMB markets") and the small office/home office market ("SOHO markets").

We have  initiated  penetrating  target  markets  with  assets  that we  already
possess,  and we intend to build our  delivery  platform  and our sales teams to
target the higher-end small to medium size business solution markets. Using this
approach,  we should begin to reduce our EBITDA losses at an  accelerated  pace,
establish  incumbency in the local  targeted  markets,  precisely  build-out our
infrastructure,  strategically  utilize  capital  and  operations  funding,  and
position ourselves as the smart solutions-based delivery provider.

Nasdaq Hearing.

      On May 3, 2001, we received a Nasdaq Staff  determination  indicating that
we failed to comply  with  certain  requirements  for  continued  listing on the
Nasdaq National Market.  Specifically,  the Nasdaq Staff notified us that we had
failed to maintain the $1 minimum bid price per share, as required for continued
listing on the Nasdaq National Market under Nasdaq  Maketplace Rule  4450(a)(5).
On  August  9,  2001,  we were  granted  a formal  oral  hearing  before a panel
authorized by The Nasdaq Stock Market.


                                       3
<PAGE>

On August 29,  2001,  prior to our formal  hearing,  we received  an  additional
Nasdaq Staff determination  indicating that we currently did not comply with the
tangible  assets/shareholders'  equity/market  capitalization/total  assets  and
total revenue  requirement as set forth in Nasdaq  Marketplace Rules 4450(a)(03)
and  4450(b)(01).  The request for a formal  hearing  stays the delisting of the
company's  securities  pending  the  panel's  decision.  The hearing was held on
September  28, 2001.  The panel's  decision  should be rendered  within the next
several  weeks.  We intend to maintain our common  stock on the Nasdaq  National
Market.  Should Nasdaq delist our common stock from the National  Market we will
attempt to have our common stock listed on Nasdaq Small Cap Market. Should we be
unable to have our common stock  listed on the Nasdaq Small Cap Market,  we will
attempt to have our common stock listed on the OTC Bulletin Board.

Series B Convertible Preferred.

In August  2001,  we settled our  lawsuits  against  Credit  Suisse First Boston
Corporation  ("CSFB") and Marshall  Capital  Management Inc.  ("Marshall"),  the
holder of one half of our series A preferred stock. Pursuant to the terms of the
settlement,  CSFB  paid us  $3,250,000  and  Marshall  exchanged  its  series  A
preferred stock and warrants for 297,102 shares of common stock for a new series
B  convertible  preferred  stock with a face value of  $7,500,000,  which shares
underlying  the series B  preferred  stock are made a part of this  registration
statement.

The series B preferred  stock is  convertible  into our common  stock at a fixed
conversion  rate of $4.50 per share for a total of 1,666,667  common shares.  We
will  continue  our pending  lawsuit  against the two  remaining  holders of our
series A preferred stock.

Warrant

In  October  2001,  we issued a common  stock  purchase  warrant  to  Kenneth M.
Cornell,  our  Treasurer  and a member of our board of  directors and our former
chief financial officer,  for 300,000 shares of our common stock. The warrant is
exercisable  at an exercise price of $.50 per share.  The shares  underlying the
warrant are made a part of this registration statement.


                                       4
<PAGE>

                                  Risk Factors

      You should carefully  consider the following factors and other information
in this prospectus before deciding to invest in shares of our common stock. This
prospectus  contains  forward-looking  statements which can be identified by the
use of words such as "intend,"  "anticipate,"  "believe," "estimate," "project,"
or  "expect"  or other  similar  statements.  These  statements  discuss  future
expectations,  contain  projections  of results of  operations  or of  financial
condition, or state other "forward-looking"  information. When considering these
statements,  you should keep in mind the risk factors  described below and other
cautionary  statements in this prospectus.  The risk factors described below and
other factors noted  throughout  this  prospectus,  including  certain risks and
uncertainties,  could cause our actual results to differ  materially  from those
contained in any forward-looking statement.

We have  incurred  net losses  since our  inception  and  anticipate  continuing
losses.

To date,  we have had  limited  revenues  and  have  not  shown a profit  in our
operations.  As of June 30,  2001,  our  accumulated  deficit was  approximately
$49,405,613.  Although  we  intend to  expand  our  marketing  of  products  and
services, we may not be able to achieve these objectives or, if these objectives
are achieved,  we may never be profitable.  If profitability is achieved, we may
not be able to sustain it. We cannot predict when, or if, profitability might be
achieved.

We have a short operating history upon which you can judge our prospects.

We commenced our business in 1992 but did not produce significant revenues until
1996, therefore, we have a limited operating history upon which you can evaluate
our  business  and  prospects.  Our  historical  data  is of  limited  value  in
projecting future operating results.  You must consider our business in light of
the risks,  expenses  and problems  frequently  encountered  by  companies  with
limited operating histories.

We require  substantial  funds and may need to raise  additional  capital in the
future.

As a result of significant  capital outlays our existing  capital  resources may
not be sufficient to fund our operating  deficits through 2001. As a result,  we
may require  additional  funding through  commercial bank borrowings,  equipment
financing  or the  private or public sale of equity or debt  securities.  If any
future financing involves the sale of our equity  securities,  the shares of our
common stock held by our  shareholders  would be  substantially  diluted.  If we
incur  indebtedness  or otherwise issue debt  securities,  we will be subject to
risks associated with  indebtedness,  including the risk that interest rates may
fluctuate  and the  possibility  that we may  not be able to pay  principal  and
interest on the indebtedness.


                                       5
<PAGE>

Failure to raise  additional  financing or funding may have a material impact on
our operations.

We may be  unsuccessful  in raising  additional  financing or funding may not be
available or made  available on  commercially  reasonable  terms.  If we fail to
raise  sufficient  funds,  we may need to modify,  delay or abandon  some of the
planned future  expansion or  expenditures,  which could have a material adverse
effect  on  the  business,   prospects,   financial  condition  and  results  of
operations, including, possibly requiring us to curtail or cease operations.

We have not honored  requests for  conversion  of our series A preferred  stock,
which could subject us to substantial and additional penalties for failing to do
so.

We have not honored  requests for conversion of our series A preferred stock nor
registered  the  common  stock  issuable  upon the  conversion  of the  series A
preferred  stock.  In  response,  the  holders of the series A  preferred  stock
demanded that we redeem the series A preferred stock.

The holders of our series A preferred  stock  asserted that they are entitled to
redemption  of their  preferred  stock under our  certificate  of  designations,
preferences  and rights of series A preferred  stock by reason of the our public
announcement that we will not honor conversion requests and of the failure by us
to have our shares of common stock  underlying the series A preferred  stock and
their related warrants  registered under Securities Act of 1933. We have refused
to honor the redemption  requests upon the basis set forth in our action against
the series A preferred holders. The holders of our presently  outstanding series
A  preferred  stock  have  requested  an  aggregate  redemption  amount of $10.8
million.

If the holders of our series A preferred  stock are  successful in defending the
pending  actions,  the holders could  convert our series A preferred  stock into
common stock or compel us to redeem the series A preferred stock. If the holders
of the  series A  preferred  stock were to convert  their  preferred  stock into
common  stock and sell such shares of common  stock into the market,  such sales
could have a negative  effect on the market  price of our common  stock and will
dilute your holdings in our common stock. Dilution or the potential for dilution
could also  materially  impair our ability to raise  capital  through the future
sale of equity  securities  and have a material  adverse effect on our financial
condition.  Moreover,  we may  not be in a  position  to  redeem  the  series  A
preferred stock and could be subject to substantial and additional penalties for
failing to do so.

Risks relating to the conversion of our Series A preferred stock could result in
a substantial  number of  additional  shares being issued if the market price of
our  common  stock  declines.

Each share of our series A preferred stock, is convertible into a


                                       6
<PAGE>

number  of  shares  of  common  stock  equal  to the  quotient  of  $1,000  plus
(.08)(N/365)($1,000) where N is equal to the number of days from the issuance of
such series A stock through and including the date of conversion divided by (ii)
the applicable conversion price, which price is equal to the lower of (i) 90% of
the lowest  closing bid price of the common stock  during the three  consecutive
trading days ending on and including  the date of the  conversion or (ii) during
the first 182 days after the  issuance,  $24.62 and (y) anytime  after the first
182 days after the  issuance of the series A preferred  stock,  the lower of the
amount in the  immediately  preceding  clause (x) or 120% of the average closing
bid  prices  of the  common  stock  during  the  ten  consecutive  trading  days
immediately  preceding  the date  which is 182 days  after the  issuance  of the
series A preferred stock.

As a result, the lower the price of our common stock at the time a holder of our
series A preferred  stock  converts,  the greater the number of shares of common
stock the holder will  receive.  To the extent the series A  preferred  stock is
converted, a significant number of additional shares of common stock may be sold
into the market,  which could  decrease the price of our common stock due to the
additional  supply of shares relative to demand in the market.  In that case, we
could be  required  to issue an  increasingly  greater  number  of shares of our
common stock upon future  conversions of the series A preferred stock,  sales of
which  could  further  depress the price of our common  stock.  If the sale of a
large  amount of shares of our  common  stock  upon  conversion  of the series A
preferred  stock  results in a decline in the price of our  common  stock,  this
event could encourage  short sales of our common stock.  Short sales could place
further  downward  pressure on the price of our common stock.  The conversion of
the series A preferred stock may result in substantial dilution to the interests
of other holders of our common stock. Even though a selling  stockholder may not
convert any portion of the series A preferred stock or their related warrants if
doing so will  cause it or any of its  affiliates  to own more than 4.99% of our
total  outstanding  common stock  (excluding for purposes of such  determination
shares  of  common  stock  deemed   beneficially   owned  through  ownership  of
unconverted  shares  of the  series A  preferred  stock or  unexercised  related
warrants),  this restriction does not prevent a selling stockholder from selling
a substantial  number of shares in the market.  By  periodically  selling shares
into the market,  an individual  selling  stockholder could eventually sell more
than 4.99% of our  outstanding  common stock while never holding more than 4.99%
at any specific time.

Settlement  of one  half of our  Series A  Convertible  Preferred  for  Series B
Convertible Preferred.

In August  2001,  we settled our lawsuit  against  Credit  Suisse  First  Boston
Corporation  ("CSFB") and Marshall  Capital  Management Inc.  ("Marshall"),  the
holder of one half of our series A preferred stock.  CSFB paid us $3,250,000 and
Marshall  exchanged its series A preferred stock and warrants for 297,102 shares
of common stock for a new series B convertible preferred stock with a face value
of $7,500,000,


                                       7
<PAGE>

which  shares  underlying  the series B preferred  stock are made a part of this
registration  statement.  The Series B Preferred  Stock is convertible  into our
common  stock at a fixed  conversion  rate of  $4.50  per  share  for a total of
1,666,667  common shares.  We will continue our pending  lawsuit against the two
remaining holders of our series A preferred stock.

We may issue additional shares, which would reduce your ownership percentage and
dilute the value of your shares.

Certain  events over which you have no control over could result in the issuance
of  additional  shares of our common  stock,  which would dilute your  ownership
percentage  in us. We may issue  additional  shares of common stock or preferred
stock to raise additional  capital or finance  acquisitions or upon the exercise
or conversion of outstanding options and warrants. As of October 18, 2001, there
were outstanding  warrants and options to acquire up to approximately  3,110,000
additional  shares of common  stock at prices  ranging  from $.28 to $17.23  per
share. If exercised,  these securities will reduce your percentage  ownership of
common stock and could dilute the value of your shares.  Assuming no exercise of
outstanding  warrants,  options or  conversion of our  preferred  stock,  of the
9,832,308  shares of common  stock to be  outstanding  upon  completion  of this
offering,   approximately   9,832,308  will  be  immediately  tradeable  without
restriction under the Securities Act. "Affiliates," as defined in the Securities
Act,  must  always sell their  shares in  accordance  with the terms,  including
volume limitations, of Rule 144 under the Securities Act.

Conversion of series B preferred  stock and sales of common stock by our selling
stockholders may depress the price of our common stock and substantially  dilute
your stock.

If the selling  stockholders  of our remaining  preferred stock and our series B
preferred stock, which shares underlying the series B preferred stock are made a
part of this registration statement, were to convert all of the shares of series
B preferred  stock they own, they would acquire  2,303,272  shares of our common
stock. If the selling stockholders were to sell these shares of our common stock
into the market,  such sales could have a negative effect on the market price of
our  common  stock  and  will  dilute  your   holdings  in  our  common   stock.
Additionally, dilution or the potential for dilution could materially impair our
ability to raise capital through the future sale of equity securities.

Nasdaq listing maintenance requirements.

If the issuance of our  preferred  stock was in  violation  of Nasdaq's  listing
maintenance  requirements,  or if we otherwise fail to continue to meet Nasdaq's
listing maintenance requirements, Nasdaq may delist our common stock.


                                       8
<PAGE>

In late January 1999, Nasdaq released its guidance on "future priced securities"
and the  necessity  of  issuers  to comply  with  Nasdaq's  listing  maintenance
requirements in issuing certain securities.  We believe that the issuance of our
series A and series B preferred stock does not violate these criteria,  and that
we are in compliance with Nasdaq's listing  maintenance  criteria.  In the event
that Nasdaq were to  determine  that the issuance of our series A or B preferred
stock was in violation of the Nasdaq listing maintenance requirements,  or if we
are  otherwise  unable  to  continue  to  meet  Nasdaq's   listing   maintenance
requirements, Nasdaq may delist us. Such delisting could have a material adverse
effect on the price of our common stock and on the levels of liquidity currently
available to our shareholders.  We may not be able to satisfy these requirements
on an ongoing basis.

Nasdaq hearing pending on our ability to maintain listing of our common stock on
the Nasdaq National Market.

On May 3, 2001,  we received a Nasdaq  Staff  determination  indicating  that we
failed to comply with certain  requirements for continued  listing on the Nasdaq
National Market.  Specifically,  the Nasdaq Staff notified us that we had failed
to  maintain  the $1 minimum  bid price per share,  as  required  for  continued
listing on the Nasdaq National Market under Nasdaq  Maketplace Rule  4450(a)(5).
On  August  9,  2001,  we were  granted  a formal  oral  hearing  before a panel
authorized by The Nasdaq Stock Market.  On August 29, 2001,  prior to our formal
hearing, we received an additional Nasdaq Staff determination indicating that we
currently  did not comply with the tangible  assets/shareholders'  equity/market
capitalization/total assets and total revenue requirement as set forth in Nasdaq
Marketplace Rules 4450(a)(03) and 4450(b)(01).  The request for a formal hearing
stays the delisting of the company's  securities  pending the panel's  decision.
The hearing was held on  September  28,  2001.  The panel's  decision  should be
rendered  within the next several weeks.  We intend to maintain our common stock
on the Nasdaq National  Market.  Failure to maintain an active trading market on
the  Nasdaq  National  Market  by us could  negatively  affect  the price of our
securities, as well as affect your ability to sell your shares.

Should Nasdaq  delist our common stock from the National  Market we will attempt
to have our common  stock  listed on the Nasdaq  Small Cap Market.  Should we be
unable to have our common stock  listed on the Nasdaq Small Cap Market,  we will
attempt to have our common stock listed on OTC Bulletin Board.

We are dependent upon the continued growth in the use of the Internet.

Our future operating  results are highly dependent upon the increased use of the
Internet  by small  to  medium  size  business  solution  market  and the  small
office/home office market consumers for information,  publication,  distribution
and commerce.  Critical  issues  concerning  the commercial use of the Internet,
including  security,  reliability,  cost,  ease of use,  access,  and quality of
service,  remain  unresolved  and may  impact  the growth of  Internet  use.  If
widespread  commercial  use of the  Internet  does not  develop,  our  business,
results of


                                       9
<PAGE>

operations and financial condition will be negatively affected.

We  depend  on  the   continued   development   and   reliability   of  Internet
infrastructure.

We depend on the reliability,  speed, data capacity,  ease of use, accessibility
and security of the Internet as well as its continued development and acceptance
for commercial  use. The success of our services and products  depend,  in large
part, upon the further  development of an infrastructure  for providing Internet
access and services.  The infrastructure or complementary  services necessary to
make the  Internet  a viable  commercial  marketplace  may not  develop,  or the
Internet  may not  become a  viable  commercial  marketplace  for  services  and
products such as the services  that we currently  offer.  If this  happens,  our
business,  results of  operations  and  financial  condition  will be negatively
affected.

We depend on our computer  infrastructures and will be adversely affected by any
failure or damage to our systems.

Substantially all of our  communications and computer hardware is located at our
offices in  Providence,  Rhode  Island.  Our system is vulnerable to damage from
fire, flood, earthquakes, power loss, telecommunications failures, break-ins and
similar  events.  Moreover,  we do not presently have a disaster  recovery plan,
carry any  business  interruption  insurance  or have any  secondary  "off-site"
systems or a formal  disaster  recovery  plan.  A system  failure at our present
location would have a major adverse affect on the performance of our services.

Our services are susceptible to disruptive problems.

Despite  our  implementation  of network  security  measures,  our  servers  are
vulnerable to computer  viruses,  physical or  electronic  break-ins and similar
disruptive  problems.  Computer  viruses,  break-ins or other problems caused by
third  parties  could lead to  interruptions,  delays or cessation in service to
users of our  services  and  products.  Any of these risks could have a negative
effect on our business, results of operations and financial condition.

We may be held liable for online content provided by third parties.

Materials may be downloaded and distributed to others by the on-line or Internet
services  offered by us or the Internet  service  providers with which we have a
relationship.  If this  happens,  claims may be made against us for  defamation,
negligence,  copyright or trademark  infringement,  or some other reason.  These
claims  or the  imposition  of  liability  may  have a  negative  effect  on our
business, results of operations and financial condition.


                                       10
<PAGE>

Internet  security  concerns  could  hinder  e-commerce  and the  demand for our
products and services.

A significant  barrier to e-commerce  and  communications  over the Internet has
been the need for the secure transmission of confidential information.  Although
we are not aware of any attempts by  programmers  or "hackers" to penetrate  our
network  security,  these actions could occur in the future. A party who is able
to penetrate our network  security could misuse our users' personal  information
or credit card  information  and users might sue us or bring claims  against us.
Concerns over the security of Internet transactions and the privacy of users may
also inhibit the growth of the Internet  generally,  particularly  as a means of
conducting  commercial  transactions.   Security  breaches  or  the  inadvertent
transmission of computer viruses could expose us to a risk of loss or litigation
and possible  liability.  Our  business,  results of  operations,  and financial
condition could be negatively effected if contractual  provisions  attempting to
limit our  liability in these areas are not  successful  or  enforceable,  or if
other  parties  do not  accept  these  contractual  provisions  as  part  of our
agreements with them.

We need to manage our growth effectively.

Our growth has placed,  and will continue to place, a significant  strain on our
managerial, operational and financial resources. We need to:

o     improve our  financial  and  management  controls,  reporting  systems and
      procedures;

o     expand, train and manage our work force for marketing,  sales and support,
      product  development,  site design,  and network and equipment  repair and
      maintenance; and

o     manage multiple  relationships with various customers,  strategic partners
      and other third parties.

Government  regulation  could  add  additional  costs to doing  business  on the
Internet.

There  are  currently  few  laws  or  regulations  that  specifically   regulate
communications or commerce on the Internet. However, laws and regulations may be
adopted in the future that address issues such as user privacy, pricing, and the
characteristics  and  quality  of  products  and  services.   Any  new  laws  or
regulations relating to the Internet could adversely affect our business.

We face significant competition from Internet service providers and others.


                                       11
<PAGE>

We compete with a wide range of service  providers for each of the services that
we  provide.  Virtually  all  markets for voice,  high-speed  access,  and video
services are extremely  competitive,  and we expect  competition to intensify in
the future. We often face significant  competition from larger,  better-financed
national DSL companies, and cable companies. We compete directly with providers,
which have  historically  dominated their  respective  local telephone and cable
television markets.

Our operations depend on our ability to maintain  favorable  relationships  with
third party suppliers.

We depend on third-party suppliers for our access to the Internet through leased
telecommunications lines, such as Verizon, MCI Worldcom, Inc./UUNET. Although we
believe this access is available from several alternative suppliers,  we may not
be able to obtain  substitute  services  from other  providers at  reasonable or
comparable prices or in a timely manner. We are also dependent upon the regional
telephone operating company,  Verizon, to provide  installations of circuits and
to maintain those circuits. Substantial failure by any of these third parties to
perform  could  negatively  affect  our  business,  results of  operations,  and
financial condition.

The loss of the services of our chief executive  officer,  David R Paolo,  could
hurt our chances for success.

We are dependent on the continued  employment  and  performance of our executive
officers and key employees, particularly of our CEO, David R. Paolo. The loss of
Mr.  Paolo,  or his  incapacity  to perform his duties,  would have a materially
negative  effect upon our activities and prospects.  The loss of the services of
any of our key employees or officers could adversely affect on our business.


                                       12
<PAGE>

Our  management has  substantial  control over us and investors in this offering
may have no effective voice in our management.

Our  directors  and  executive  officers  possess  substantial  control over our
operations.  This  control may allow them to amend  corporate  filings,  elect a
majority  of our board of  directors,  and  substantially  control  all  matters
requiring  approval  by our  shareholders,  including  approval  of  significant
corporate  transactions.  Management  will  also  have the  ability  to delay or
prevent a change in our control and to discourage a potential acquirer for us or
our  securities.  If you  purchase our common  stock,  you may have no effective
voice in our management.

                 Disclosure Regarding Forward-Looking Statements

      The discussion in this prospectus contains forward-looking statements that
involve  substantial  risks and  uncertainties.  In some cases you can  identify
these  statements by  forward-looking  words such as  "anticipate,"  "estimate,"
"project,"  "intend,"  and  similar  expressions  which we have used to identify
these  statements  as  forward-  looking  statements.  These  statements  appear
throughout this prospectus and are statements  regarding our intent,  belief, or
current  expectations,  primarily  with  respect  to  the  operations  of Log On
American,  Inc., or related  industry  developments.  You are cautioned that any
such forward-looking  statements do not guarantee future performance and involve
risks and  uncertainties,  and that actual results could differ  materially from
those   discussed   here,   including  "Risk  Factors,"  and  in  the  documents
incorporated by reference in this prospectus.

                                 Dividend Policy

      We have not paid any cash  dividends  since  its  inception  and we do not
anticipate paying cash dividends in the foreseeable future.

                              Selling Stockholders

      The shares of our common stock offered by this  prospectus  are the shares
issuable upon  conversion of our series B preferred  stock and upon the exercise
of a common  stock  purchase  warrant and certain  shares  issued to  Silverman,
Chernis,  Shin & Byrne, P.C., Ganfer & Shore, LLP., Kenneth M. Cornell,  Raymond
E. Paolo and Charles F. Cleary.

      The  following  table sets forth the number of shares of our common  stock
owned by each of our selling stockholders as of the date of this prospectus. The
second column lists,  (i) for Marshall  Capital  Management,  Inc. the number of
shares of common stock,  based on its ownership of the series B preferred stock,
which would have been issuable to the


                                       13
<PAGE>

selling stockholders on October 18, 2001, upon conversion of all of the series B
preferred  stock;  (ii) for Kenneth M.  Cornell  345,000  shares of common stock
issuable to him upon the exercise of common stock warrants; together with shares
of common  stock  owned by him;  (iii) for  Raymond R. Paolo  198,333  shares of
common stock issuable to him under our employee stock option plan, together with
shares of common stock owned by him; (iv) for Charles F. Cleary  141,083  shares
of common stock issuable to him under our employee  stock option plan,  together
with  shares  of  common  stock  owned  by him;  and (v) for the  other  selling
shareholders,  the shares of common stock owned by  Silverman,  Chernis,  Shin &
Byrne,  P.C. and Ganfer & Shore, LLP. Our calculation of the number of shares of
common stock into which a selling stockholder may convert the series B preferred
stock in the second column is based on a fixed  conversion  price for the shares
of series B preferred stock of $4.50.  The third column lists,  for each selling
stockholder, each selling stockholder's pro rata portion, based on its ownership
of the series B preferred  stock,  300,000  shares of common stock issuable upon
conversion of the common stock warrant,  133,333 shares of common stock owned by
Kenneth M.  Cornell,  133,333  shares of common stock owned by Raymond R. Paolo,
133,333 shares of common stock owned by Charles F. Cleary, the 101,039 shares of
common stock owned by  Silverman,  Chernis,  Shin & Byrne,  P.C. and the 535,566
shares of common stock owned by Ganfer & Shore, LLP.

      We  determined  the  number of shares of common  stock to be  offered  for
resale by this prospectus in connection with the series B preferred stock and by
agreement with Marshall Capital Management,  Inc. For purposes of estimating the
number of shares of common stock to be registered for resale by this prospectus,
we included (i) 1,666,667  shares,  representing  the number of shares of common
stock issuable upon conversion of the series B preferred  stock,  without regard
to any limitation on conversion,  determined as if the series B preferred  Stock
was converted in full on October 18, 2001 at the conversion price of $4.50; (ii)
300,000 shares,  representing the number of shares of common stock issuable upon
the  exercise  of stock  purchase  warrant,  determined  as if the  warrant  was
exercised  in full on October 18,  2001 at an exercise  price of $.50 per share;
and (ii)  1,036,604  shares of our common  stock  owned by  Kenneth M.  Cornell,
Raymond R. Paolo, Charles F. Cleary, Silverman,  Chernis, Shin & Byrne, P.C. and
Ganfer & Shore,  L.LP.  The fourth column  assumes the sale of all of the shares
offered by each selling stockholder.

      Kenneth M. Cornell is our  Treasurer and a member of our board of director
and is our former Chief  Financial  Officer.  Raymond R. Paolo is our  Executive
Vice President and Secretary and is a member of our board of directors.  Charles
F.  Cleary  is our  Chief  Operating  Officer  and is a member  of our  board of
directors.  None of the other selling  stockholders  has had any position  with,
held any office of, or had any other material relationship with us.

      The  information is based on  information  provided by or on behalf of the
selling  stockholders  named  under  the  plan  of  distribution,   the  selling
stockholders may offer all, some or none of their shares of our common stock.


                                       14
<PAGE>

      Beneficial  ownership is determined  in  accordance  with the rules of the
Securities and Exchange  Commission and generally  includes voting or investment
power  with  respect  to  securities.  Percentage  calculations  are based  upon
9,832,308  shares of our common stock  outstanding  as of October 18,  2001.  We
believe, based on information supplied by the selling stockholders, that each of
them has sole  voting and  investment  power  with  respect to all shares of our
common stock shown on the table below as beneficially owned by them.  Beneficial
ownership  after the  offering  assumes  that each of the selling  stockholders'
shall sell all of the  shares of our common  stock that they may sell using this
prospectus.

                                Beneficial
                                Ownership of                    Percentage of
                                Securities      Number of       Securities
                                Prior to        Securities      Owned
                                to Offering     Offered         After Offering
                                -------------   -------         ----------------
Name of Selling                 Common          Common          Common
Stockholder                     Stock           Stock           Stock
---------------                 -------------   -------         ----------------
Marshall
Capital Management, Inc.        1,666,667       1,666,667          -0-

Kenneth M. Cornell                488,333         433,333          0.5%

Raymond R. Paolo                  532,666         133,333          4.0%

Charles F. Cleary                 286,916         133,333          1.5%

Silverman, Chernis,
Shin & Byrne, P.C                 101,039         101,039          -0-

Ganfer & Shore, LLP               535,566         535,566          -0-

                            Description of Securities

      The following  section does not purport to be complete and is qualified in
all  respects by  reference to the detailed  provisions  of our  certificate  of
incorporation and by-laws, as amended,  copies of which have been filed with our
registration statement of which this prospectus forms a part.

      Our authorized  capital stock consists of: (i) 50,000,000 shares of common
stock,  $.01 par value; and (ii) 15,000,000  shares of preferred  stock,  35,000
shares of which are designated as series A convertible  preferred,  and 7,500 of
which are designated as series B convertible preferred.  As of October 18, 2001,
9,832,308  shares of common stock were issued and  outstanding,  7,500 shares of
the series A preferred stock were issued and outstanding, and


                                       15
<PAGE>

7,500 shares of the Series B preferred stock were issued and outstanding.  As of
this date,  there were 114 record  holders  of our common  stock,  three  record
holders of our Series A  preferred  stock and one record  holder of our Series B
preferred stock.

Common Stock.

      Shares of our common stock are  entitled to one vote per share,  either in
person or by proxy,  on all matters  that may be voted upon by the owners of our
shares at meetings of our  shareholders.  There is no provision  for  cumulative
voting with respect to the election of directors by the holders of common stock.
Therefore,  the  holders  of more than 50% of our shares of  outstanding  common
stock can, if they choose to do so, elect all of our  directors.  In this event,
the holders of the  remaining  shares of common  stock will not be able to elect
any directors.

      The holders of common stock:

o     have equal rights to dividends  from funds  legally  available  therefore,
      when and if declared by our board of directors;

o     are  entitled  to  share  ratably  in  all  of our  assets  available  for
      distribution to holders of common stock upon  liquidation,  dissolution or
      winding up of our  affairs  subject to  preferential  rights or  preferred
      stock; and

o     do not have preemptive rights, conversion rights, or redemption of sinking
      fund provisions.

      The outstanding  shares of our common stock are duly  authorized,  validly
issued, fully paid and nonassessable.

Our Preferred Stock.

      Under our certificate of incorporation, as amended, our board of directors
is authorized, subject to certain limitations prescribed by law, without further
stockholder  approval,  from  time  to  time  to  issue  up to an  aggregate  of
15,000,000  shares of preferred  stock. The preferred stock may be issued in one
or  more  series.  Each  series  may  have  different  rights,  preferences  and
designations  and  qualifications,  limitations  and  restrictions  that  may be
established by our board of directors without approval from the shareholders.

Series A.

The terms of the  series A  preferred  stock are  complex  and are only  briefly
summarized in this  prospectus.  To obtain  further  information  concerning the
rights, preferences and terms of the series A preferred stock,


                                       16
<PAGE>

please  refer to the full  description  contained in our reports on Form 8-K and
exhibits  filed with the  Securities  Exchange  Commission  on February 28, 2000
(File No. 000-25761).

Series B.

      Pursuant to the terms of the  Exchange  Agreement,  dated as of August 21,
2001, by and between Log On America, Inc. and Marshall Capital Management,  Inc.
and  certain of the selling  stockholders,  we issued  7,500  shares of series B
preferred stock with a face value of $7,500,000.

Series B Fixed conversion rate.

      Each share of series B  preferred  stock is  convertible  into a number of
shares of common stock as is  determined  by dividing the stated value of $1,000
by the conversion price of $4.50.

      The  series B  preferred  stock  contain  anti-dilution  protection  which
adjusts the conversion  rate of the series B preferred stock in the event Log On
America's outstanding common stock is subdivided by stock dividend,  stock split
or otherwise, combined or reclassified by reclassification or otherwise.

Series B Voting rights.

      The series B  preferred  stock does not have any voting  rights  except as
required by law,  provided  however,  the affirmative  vote of the holders of at
least  two-thirds  of the shares of series B  preferred  stock then  outstanding
shall be required in order to change the rights and  priorities  of the series B
preferred stock.

Warrant

      The warrant entitles the holder to purchase 300,000 shares of common stock
at an  exercise  price of $.50 per share.  The  warrant  contains  anti-dilution
protection  which adjusts the exercise  price and the number of shares of common
stock  purchasable  in the event Log On  America's  outstanding  common stock is
subdivided by stock dividend, stock split or otherwise, combined or reclassified
by reclassification or otherwise. The warrant does not have any voting rights.

                                 Use of Proceeds

      We will not receive any of the proceeds  from the sale of our common stock
by the selling stockholders.


                                       17
<PAGE>

                              Plan of Distribution

      The shares of our common stock offered by this prospectus may be sold from
time to time by the selling stockholders,  to purchasers directly by them in one
or more  transactions  at a fixed  price,  which may be  changed,  or at varying
prices determined at the time of sale or at negotiated prices.  Such prices will
be  determined by the holders of such  securities  or by agreement  between such
holders  and  underwriters  or dealers who may receive  fees or  commissions  in
connection with such sales.

      Each of the selling  stockholders,  may from time to time offer  shares of
our common stock  beneficially  owned by them through  underwriters,  dealers or
agents,  who may receive  compensation  in the form of  underwriting  discounts,
commissions or concessions  from the selling  stockholder  and the purchasers of
the shares for whom they may act as agent. Each of the selling stockholders will
be  responsible  for  payment  of  commissions,  concessions  and  discounts  of
underwriters,   dealers  or  agents.  The  aggregate  proceeds  to  the  selling
stockholders,  from the sale of the shares of our common  stock  offered by them
will be the purchase  price of such shares less  discounts and  commissions,  if
any. Each of the selling stockholders reserves the right to accept and, together
with  their  agents,  from  time to time to  reject,  in whole  or in part,  any
proposed  purchase of shares to be made directly or through agents.  We will not
receive  any of the  proceeds  from this  offering.  Alternatively,  the selling
stockholders  may  sell all or a  portion  of the  shares  of our  common  stock
beneficially  owned by them and  offered  from time to time on any  exchange  on
which the  securities  are listed on terms to be determined at the times of such
sales. The selling  stockholders may also make private sales directly or through
a broker or brokers.

      From time to time, the selling stockholders may transfer,  pledge,  donate
or assign  shares of our common  stock to  lenders  or others,  and each of such
persons  will be deemed  to be a  "selling  stockholder"  for  purposes  of this
prospectus. The number of shares beneficially owned by a selling stockholder who
transfers,  pledges, donates or assigns shares of our common stock will decrease
as and when they take such  actions.  The plan of  distribution  for shares sold
under  this  prospectus  will  otherwise  remain  unchanged,   except  that  the
transferees,  pledgees,  donees or other successors will be selling stockholders
under  this  prospectus  and may sell  their  shares  in the same  manner as the
selling stockholders.

      A  selling   stockholder   may  enter  into  hedging   transactions   with
broker-dealers,  and the  broker-dealers may engage in short sales of the shares
of our common stock in the course of hedging the positions they assume with such
selling stockholder,  including in connection with distribution of the shares of
our common stock by such broker-dealers. In addition, a selling stockholder may,
from time to time,  sell  short  the  shares of our  common  stock,  and in such
instances,  this prospectus may be delivered in connection with such short sales
and the  shares  offered  may be used to cover  such short  sales.  The  selling
stockholders  may also  enter into  option or other  transactions  with  broker-
dealers that involve the delivery of the shares of our


                                       18
<PAGE>

common stock to the  broker-dealers,  who may then resell or otherwise  transfer
such shares.  The selling  stockholders  may also loan or pledge the shares to a
broker-dealer  and the  broker-dealer  may sell the  shares  as loaned or upon a
default may sell or otherwise transfer the pledge shares.

      The  selling  stockholders  and any  underwriters,  dealers or agents that
participate  in the  distribution  of the shares of our common stock  offered by
this  prospectus  may be deemed to be  underwriters  within  the  meaning of the
Securities Act, and any discounts,  commissions or concessions  received by them
and any  provided  pursuant  to the sale of shares by them might be deemed to be
underwriting discounts and commissions under the Securities Act.

      In addition,  any securities  covered by this prospectus which qualify for
sale pursuant to Rule 144 or Rule 144A of the  Securities  Act may be sold under
Rule 144 or Rule 144A  rather  than  pursuant  to this  prospectus.  There is no
assurance that any selling stockholder will sell any or all of the shares of our
common  stock  described in this  prospectus,  and any selling  stockholder  may
transfer,  devise or gift such  securities  by other means not described in this
prospectus.

      If necessary,  the specific  shares of our common stock to be sold in this
prospectus,  the names of the  selling  stockholders,  the  respective  purchase
prices  and  public  offering  prices,  the  names  of  any  agent,   dealer  or
underwriter,  and any  applicable  commissions  or  discounts  with respect to a
particular offer will be set forth in an accompanying  prospectus supplement or,
if appropriate,  a  post-effective  amendment to the  registration  statement of
which this prospectus is a part. We entered into a registration rights agreement
in  connection  with the private  placement  of the shares of series B preferred
stock which  required us to register the  underlying  shares of our common stock
under applicable  federal and state securities laws under certain  circumstances
and at certain times. The agreement  provides for  cross-indemnification  of the
selling stockholders and us and respective  directors,  officers and controlling
persons,  against  certain  liabilities in connection with the offer and sale of
the  shares  of  our  common  stock  included  in  this  prospectus,   including
liabilities  under the Securities Act, and to contribute to payments the parties
may be required to make in respect thereof.

      We will pay  substantially  all of the  expenses  incurred  by the selling
stockholders  and us  incident  to the  offering  and sale of the  shares of our
common stock underlying the series B preferred stock, excluding any underwriting
discounts or commissions.

                          Transfer Agent and Registrar

      The transfer agent and registrar for our common stock is Continental Stock
Transfer and Trust Co., 2 Broadway, New York, New York 10004.


                                       19
<PAGE>

                                  Legal Matters

      The  legality  of the common  stock  offered in this  prospectus  has been
passed upon for us by Silverman,  Chernis,  Shin & Byrne,  P.C., 381 Park Avenue
South, Suite 1601, New York, New York 10016.

                                     Experts

      The financial statements of Log On America, Inc. incorporated by reference
in Log On  America,  Inc.'s  Annual  Report  (Form  10-KSB)  for the year  ended
December 31, 2000 have been audited by Ernest & Young LLP, independent auditors,
as set forth in their report  thereon (which  contains an explanatory  paragraph
describing  conditions that raise  substantial doubt about the Company's ability
to  continue  as a  going  concern  as  described  in  Note 3 to  the  financial
statements)  incorporated  by  reference  therein  and  incorporated  herein  by
reference.  Such financial  statements are  incorporated  herein by reference in
reliance  upon such report  given on the  authority of such firm as an expert in
accounting and auditing.

                       Documents Incorporated by Reference

      The Commission  allows us to  incorporate by reference the  information we
file with them, which means that we can disclose important information to you by
referring you to those documents.  The information  incorporated by reference is
considered to be part of this  prospectus,  and later  information  that we file
with the Commission will automatically update and supercede this information. We
incorporate by reference the documents  listed below and any future filings made
with the  Commission  under  Sections  13(a),  14,  or  15(d) of the  Securities
Exchange Act of 1934, until the selling  stockholders,  sell all of their shares
included in this prospectus.

1.    The description of our common stock included in our registration statement
      on Form  8-A,  filed  with the  Commission  on  April  13,  1999,  and all
      amendments or reports  filed for the purpose of updating such  description
      (File No. 000-25761);

2.    Our quarterly  report on Form 10-QSB,  filed with the Commission on August
      20, 2001, for the fiscal quarter ended June 30, 2001;

3.    Our quarterly report on Form 10-QSB,  filed with the Commission on May 18,
      2001 for the fiscal quarter ended March 31, 2001 (File No. 000-25761);

4.    Our annual  report on Form 10-KSB,  filed with the  Commission on April 2,
      2001, for the fiscal year ended December 31, 2000;

6.    Our report on Form 8-K filed  with the SEC on June 1, 2001,  for the event
      of June 1, 2001 (File No. 000-25761);


                                       20
<PAGE>

7.    Our  report on Form 8-K filed with the SEC on January  16,  2001,  for the
      event of January 12, 2001 (File No. 000-25761);

8.    Our  report on  schedule  Def.  14A filed on April 2, 2001 for our  annual
      meeting of stockholders held on May 26, 2001;

9.    Our  registration  statement on Form SB-2, filed with the SEC on April 23,
      1999, and all amendments or reports filed for the purpose of updating such
      description (Registration No. 333-70307); and

10.   All other reports filed by us with the Commission since December 31, 1999,
      pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

      All documents  filed by the us pursuant to Sections  13(a),  13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date of this registration
statement  and  prior  to the  filing  of a  post-effective  amendment  to  this
registration  statement,  which indicates that all securities  offered hereunder
have been sold, or which  deregisters all securities then remaining unsold under
this registration statement,  shall be deemed to be incorporated by reference in
this  registration  statement and to be a part hereof from the date of filing of
such documents.

      Any  statement  contained  in a document or  incorporated  or deemed to be
incorporated  by  reference  shall be deemed to be  modified or  superseded  for
purposes of this registration statement to the extent that a statement contained
herein or in any  subsequently  filed  document which also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute  a part  of  this  registration  statement.  All
information in this  registration  statement is qualified in its entirety by the
information  and financial  statements  (including the preferred  stock thereto)
appearing  in the  documents  incorporated  herein by  reference,  except to the
extent set forth in the immediately preceding statement.

              Disclosure of Commission Position on Indemnification
                         for Securities Act Liabilities

      Insofar as  indemnification  for liabilities  arising under the Securities
Act may be permitted to our directors,  officers,  and controlling  persons,  we
have been advised that in the opinion of the Commission this  indemnification is
against  public  policy as expressed  in the  Securities  Act and is,  therefore
unenforceable.  In the event  that a claim  for  indemnification  against  these
liabilities,  other than our  payment of expense  incurred or paid by one of our
directors,  officers,  or controlling  persons in the successful  defense of any
action, suit or proceeding, is asserted by that director, officer or controlling
person in connection with the securities being  registered,  we will,  unless in
the  opinion  of our  counsel  the  matter  has been  settled  by a  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
this  indemnification  by us is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of these issues.


                                       21
<PAGE>

================================================================================

      No  dealer,  salesman  or any  other  person  is  authorized  to give  any
information or to represent anything not contained in this prospectus.  You must
not rely on any unauthorized information or representations.  This prospectus is
an offer to sell these  securities and it is not a  solicitation  of an offer to
buy these securities in any state where the offer or sale is not permitted.  The
information contained in this prospectus is current only as of this date

                                TABLE OF CONTENTS

                                                                            Page

Where you can find more
 information about Log On ..................................................  2
Summary ....................................................................  3
Risk Factors ...............................................................  5
Selling Stockholders ....................................................... 13
Description of Securities .................................................. 15
Plan of Distribution ....................................................... 18
Transfer Agent ............................................................. 19
Legal Matters .............................................................. 20
Experts .................................................................... 20
Disclosure of Commission Position .......................................... 21

                              --------------------

================================================================================

================================================================================

3,003,271 SHARES OF
COMMON STOCK

                              LOG ON AMERICA, INC.

                                 _______________

                                   PROSPECTUS
                                 _______________


                              ________, ___, 2001


================================================================================
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

      SEC Registration Fee                                     $   187.70
      Printing                                                 $    5,000*
      Legal Fees and Expenses                                  $    7,000
      Accounting Fees and Expenses                             $    4,000*
      Miscellaneous Expenses (including travel
       and promotional expenses)                               $    1,000*
               TOTAL                                           $17,187.70*

      * Estimated

      The  Selling  Stockholders  will  not pay  any  portion  of the  foregoing
expenses of issuance and distribution.

Item 15. Indemnification of Directors and Officers.

      Our  certificate of  incorporation,  as amended,  and bylaws,  as amended,
limit the liability of directors and officers to the maximum extent permitted by
Delaware  law.  We  will  indemnify  any  person  who was or is a  party,  or is
threatened to be made a party to, an action, suit or proceeding,  whether civil,
criminal,  administrative or investigative, if that person is or was a director,
officer, employee or agent of us or serves or served any other enterprise at our
request.

      In addition,  our  certificate of  incorporation  provides that a director
shall not be personally  liable to us or our  stockholders  for monetary damages
for breach of the director's  fiduciary duty. The certificate does not eliminate
or limit the liability of a director for any of the following reasons:

o     breach of the directors' duty of loyalty to us or our stockholders;

o     acts  or  omissions  not  in  good  faith  or  which  involve  intentional
      misconduct or a knowing violation of the law;

o     the  unlawful  payment  of  a  dividend  or  unlawful  stock  purchase  or
      redemption; and

o     any  transaction  from which the  director  derives an  improper  personal
      benefit.

      We have  purchased  directors'  and  officers'  insurance in the amount of
$5,000,000.  This insurance  insures directors against any liability arising out
of the  director's  status as our  director,  regardless  of whether we have the
power to indemnify the director against the liability under applicable law.

      We have  been  advised  that it is the  position  of the  Commission  that
insofar as the  indemnification  provisions  referenced  above may be invoked to
disclaim liability for damages


                                      II-1
<PAGE>

arising under the Securities Act, these  provisions are against public policy as
expressed in the Securities Act and are, therefore, unenforceable.

      There is no litigation pending,  and neither the registrant nor any of its
directors know of any threatened  litigation,  which might result in a claim for
indemnification by any director or officer.

Item 16. Exhibits and Financial Statement Schedule

      (a) The following exhibits are filed herewith:

Exhibit
Number                        Description
------                        -----------
3.1*     Certificate  of  Designations,  Preferences  and  Rights  of  Series  B
         Convertible  Preferred  Stock, as filed with the Delaware  Secretary of
         State on August 17, 2001.

4.1      Specimen   certificate    representing    registrant's   common   stock
         (incorporated by reference to our  registration  statement on Form SB-2
         (Registration No. 333-70307).

4.2*     Form of warrant to Kenneth M. Cornell, dated as of October 18, 2001.

4.3      Settlement  Agreement,  dated  as of  August  14,  2001,  among  Log On
         America,  Inc.,  Credit  Suisse First Boston  Corporation  and Marshall
         Capital  Management,   Inc.,  and  related  exhibits  (incorporated  by
         reference to our Quarterly  Report on Form 10-QSB for the quarter ended
         June 30, 2001)

5.1*     Opinion and consent of Silverman, Chernis, Shin & Byrne, P.C.

23.1*    Consent of Ernest & Young, LLP

24.1*    Power of Attorney, see signature page.

* Filed herewith with this Form S-3

         Exhibit No.                Description
         -----------                -----------

      b. Financial Statement Schedules.

      All schedules are omitted from this  registration  statement  because they
are not required or the  required  information  is included in the  consolidated
financial statement or the notes thereto.


                                      II-2
<PAGE>

Item 17. Undertakings.

      (a) Rule 415 Offerings.

      The undersigned issuer hereby undertakes that it will:

            (1) File,  during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:

                  (i)   Include any prospectus  required by Section  10(a)(3) of
                        the Securities Act;

                  (ii)  Reflect  in the  prospectus  any facts or events  which,
                        individually or together, represent a fundamental change
                        in the information in the Registration Statement; and

                  (iii) Includes any additional or changed material  information
                        on the plan of distribution.

provided,  however,  the paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration  statement is on Form S-3 or Form S-8, and the information required
in a  post-effective  amendment  by those  paragraphs  is  contained in periodic
reports filed by the  Registrant  pursuant to Section 13 or Section 15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
Registration Statement.

            (2) For  determining  liability under the Securities Act, treat each
post-effective  amendment  as a new  registration  statement  of the  securities
offered,  and the offering of the securities at that time to be the initial bona
fide offering.

            (3) File a post-effective  amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

      (b) Request for acceleration of effective date.

            (1) Insofar as  indemnification  for  liabilities  arising under the
Securities Act, may be permitted to directors,  officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the issuer has been advised that in the opinion of the  Securities  and Exchange
Commission  such  indemnification  is against  public policy as expressed in the
Securities Act and is, therefore,  unenforceable.  In the event that a claim for
indemnification  against such liabilities  (other than the payment by the issuer
of expenses incurred or paid by a director, officer or controlling person of the
issuer in the successful defense of any action, suit or proceedings) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities  being  registered,  the issuer  will,  unless in the  opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate jurisdiction the question whether


                                      II-3
<PAGE>

such  indemnification  by it is  against  public  policy  as  expressed  in  the
Securities Act and will be governed by the final adjudication of such court.

            (2) For  determining  any liability  under the Securities Act, treat
each  post-effective  amendment  that  contains  a form of  prospectus  as a new
registration statement for the securities offered in the registration statement,
and that  offering  of the  securities  at that  time as the  initial  bona fide
offering of those securities.


                                      II-4
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  of filing  this  Form S-3 and has duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Providence,  State of Rhode Island,  on October 23,
2001.

                                       LOG ON AMERICA, INC.

                                       By: \s\ David R. Paolo
                                           -------------------------------------
                                           David E. Paolo, President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

                                POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature  appears
below   constitutes   and   appoints   David  R.   Paolo  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments  (including  post-effective  amendments)  to the  registration
statement on Form S-3, and to file the same, with all exhibits thereto,  and all
documents in connection therewith,  with the Securities and Exchange Commission,
granting unto said  attorney-in-fact  and agent,  full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

SIGNATURES                          TITLES                        DATE
----------                          ------                        ----

\s\ David R. Paolo
---------------------------
David R. Paolo                President, CEO, and Chairman      October 23, 2001

\s\ Raymond E. Paolo
---------------------------
Raymond E. Paolo              Executive Vice President,         October 23, 2001
                              Secretary, Director

\s\ Kenneth M. Cornell
---------------------------
Kenneth M. Cornell            Treasurer, Director               October 23, 2001

\s\ Charles F. Cleary
---------------------------
Charles F. Cleary             Chief Operating Officer,          October 23, 2001
                              Director
<PAGE>

\s\ John Whitesell            Vice President of Finance         October 23, 2001
---------------------------
John Whitesell

\s\ David M. Robert           Director                          October 23, 2001
---------------------------
David M. Robert

\s\ Jerry MacArthur Hultin    Director
---------------------------
Jerry MacArthur Hultin                                          October 23, 2001


<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number                        Description
------                        -----------
3.1*     Certificate  of  Designations,  Preferences  and  Rights  of  Series  B
         Convertible  Preferred  Stock, as filed with the Delaware  Secretary of
         State on August 17, 2001.

4.1      Specimen   certificate    representing    registrant's   common   stock
         (incorporated by reference to our  registration  statement on Form SB-2
         (Registration No. 333-70307).

4.2*     Form of warrant to Kenneth M. Cornell, dated as of August 22, 2001.

4.3      Settlement  Agreement,  dated  as of  August  14,  2001,  among  Log On
         America,  Inc.,  Credit  Suisse First Boston  Corporation  and Marshall
         Capital  Management,   Inc.,  and  related  exhibits  (incorporated  by
         reference to our Quarterly  Report on Form 10-QSB for the quarter ended
         June 30, 2001)

5.1*     Opinion and consent of Silverman, Chernis, Shin & Byrne, P.C.

23.1*    Consent of Ernest & Young, LLP

24.1*    Power of Attorney, see signature page.

* Filed herewith with this Form S-3