SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


       __X__  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 2002

                                       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 0-32513


                                   ICOA, INC.
             (Exact name of Registrant as Specified in Its Charter)

                       Nevada                               87-0403239
           (State or Other Jurisdiction of     (IRS Employer Identification No.)
           Incorporation or Organization)

                  111 Airport Road, Warwick, Rhode Island 02889
                  ---------------------------------------------
             (Address of Principal Executive Offices with Zip Code)

        Registrant's Telephone Number, Including Area Code: 401-739-9205
                                                            ------------

 --------------------------------------------------------------------------
 Former Name, Former Address and Former Fiscal Year, if Changed Since Last
 Report.

       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 whether the registrant has filed all documents and
       reports required to be filed by Section 12, 13 or 15(d) of the Securities
       Exchange Act of 1934 subsequent to the distribution of securities under a
       plan confirmed by a court.
       Yes      X    No __
             -------

The number of shares of common stock outstanding as of November 13, 2002 was
94,965,445


<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.       Unaudited Consolidated Balance Sheet at September 30, 2002

              Unaudited Consolidated Statements of Operations for the nine
              months ended September 30, 2002 and 2001

              Unaudited Consolidated Statements of Cash Flows for the nine
              months ended September 30, 2002 and 2001

              Notes to the Unaudited Consolidated Financial Statements

Item 2.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations

Item 3.       Controls and Procedures

PART II - OTHER INFORMATION

Item 6.       Exhibits and reports on Form 8-K

SIGNATURES

CERTIFICATION PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT OF 2002

<PAGE>
                            ICOA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2002
                                   (Unaudited)


                                     ASSETS

CURRENT ASSETS:
    Cash                                                        $      4,471
    Accounts Receivable                                               10,000
    Prepaid expenses and other current assets                         81,674
                                                                  ----------
                                                                      96,145
       TOTAL CURRENT ASSETS

EQUIPMENT, net                                                       972,226

OTHER ASSETS:
    Advance to affiliates                                              2,700
    Deferred finance costs                                            74,958
    Deposits                                                           4,452
                                                                  ----------
       TOTAL OTHER ASSETS                                             82,110
                                                                  ----------
                                                                $  1,150,481
                                                                  ==========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                       $ 1,020,070
    Notes payable                                                   569,523
    Due to equipment vendor                                       1,291,514
                                                                 ----------
       TOTAL CURRENT LIABILITIES                                  2,881,108

CONVERTIBLE DEBENTURES                                            1,263,156

OTHER LONG-TERM DEBT                                                 23,432

STOCKHOLDERS' DEFICIT:
    Common stock, $.0001 par value; authorized shares -
       150,000,000 shares; 94,965,445 shares issued
       and outstanding                                               9,497
    Additional paid-in capital                                   5,847,921
    Accumulated deficit                                         (8,874,631)
                                                                 ----------
       TOTAL STOCKHOLDERS' DEFICIT                              (3,017,214)
                                                                 ----------
                                                               $ 1,150,481
                                                                 ==========


                 See notes to consolidated financial statements



<PAGE>
                            ICOA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                Three Months Ended September 30,    Nine Months Ended September 30,
                                                ----------------------------------  ---------------------------------
                                                        2002               2001             2002              2001
                                                ----------------   ---------------  ---------------   ---------------
<S>                                               <C>                 <C>              <C>               <C>
REVENUES                                          $     81,751        $   37,666       $  200,225        $   44,995

COST OF SERVICES                                       131,400            58,435          322,828            58,573
                                                ----------------   ---------------  ---------------   ---------------

GROSS MARGIN                                           (49,649)          (20,769)        (122,603)          (13,578)

OPERATING EXPENSES:
    Selling, general and administrative                233,894           495,678          548,086         1,490,141
    Depreciation                                           950             1,170            2,415             3,511
                                                ----------------   ---------------  ---------------   ---------------
       TOTAL OPERATING EXPENSES                        234,844           496,848          550,501         1,493,652
                                                ----------------   ---------------  ---------------   ---------------

OPERATING LOSS                                        (284,493)         (517,617)        (673,104)       (1,507,230)

INTEREST EXPENSE                                      (125,376)         (293,684)        (313,238)       (1,107,666)
                                                ----------------   ---------------  ---------------   ---------------

NET LOSS                                          $   (409,869)       $ (811,301)      $ (986,342)     $ (2,614,896)
                                                ================   ===============  ===============   ===============

BASIC AND DILUTED NET LOSS PER SHARE              $      (0.00)       $    (0.01)      $    (0.01)     $      (0.05)
                                                ================   ===============  ===============   ===============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
       Basic and Diluted                            87,965,445        57,852,640       79,205,620        48,184,356
                                                ================   ===============  ===============   ===============
</TABLE>

                 See notes to consolidated financial statements


<PAGE>

                         ICOA, INC. AND SUBSIDIARY
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



                                                Nine Months Ended September 30,
                                               ---------------------------------
                                                 2002                2001
                                               -------------    ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                  $  (986,342)      $  (2,614,896)
                                               -------------    ---------------

     Adjustments to reconcile net loss to
      net cash used in operating activities:
        Depreciation                                 2,415               2,341
        Depreication of equipment                  189,322                -
        Amortization of deferred financing cost     74,959                -
        Non-cash interest due equipment vendor     101,034             189,150
        Beneficial conversion                         -              1,029,466
     Changes in assets and liabilities:
        Prepaid expenses                              -               (178,913)
        Advance to officers                        146,856             (19,325)
        Accounts receivable                        (10,000)               -
        Other assets                                 2,973              (6,200)
        Accrued expenses                           202,306             592,169
                                               -------------    ---------------

     Net cash used in operating activities        (276,477)         (1,006,208)
                                               -------------    ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of equipment                         -                (23,856)
                                               -------------    ---------------

NET CASH USED IN INVESTING ACTIVITIES                 -                (23,856)
                                               -------------    ---------------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock         92,609                -
     Proceeds from convertible debentures              822           1,050,000
     Proceeds from notes                           167,050              (1,666)
                                               -------------    ---------------

NET CASH PROVIDED BY FINANCING ACTIVITIES          260,481           1,048,334
                                               -------------    ---------------

NET INCREASE (DECREASE) IN CASH                    (15,996)             18,270

CASH - BEGINNING OF PERIOD                          20,467              16,547
                                               -------------    ---------------

CASH - END OF PERIOD                           $     4,471      $       34,817
                                               =============    ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION:
        No cash payments were made for income
        taxes or interest during each of the
        above periods

NON-CASH INVESTING AND FINANCING ACTIVITIES:
        Conversion of debentures and interest
        into stock                             $    16,408      $      356,015
                                               =============    ===============



              See notes to consolidated financial statements


<PAGE>

                            ICOA, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

Note 1--Basis of Interim Financial Statement Presentation

         The accompanying unaudited consolidated financial statements have been
         prepared in accordance with generally accepted accounting principles
         for interim information. Accordingly, they do not include all of the
         information and footnotes required by generally accepted accounting
         principles for complete financial statements. The results of operations
         for the interim periods shown in this report are not necessarily
         indicative of expected results for any future interim period or for the
         entire fiscal year. ICOA, Inc. and Subsidiary (the "Company"), believe
         that the quarterly information presented includes all adjustments
         (consisting only of normal, recurring adjustments) necessary for a fair
         presentation in accordance with generally accepted accounting
         principles. The accompanying consolidated financial statements should
         be read in conjunction with the Company's Form 10-KSB as filed with the
         Securities and Exchange Commission for the year ended December 31,
         2001.

Note 2--Convertible Debentures

         During the quarter ended September 30, 2002, there were no conversions
         of debentures into common stock of the Company. The company did
         however, receive a penalty of $6,000 in connection with the convertible
         debentures. The penalty was converted into 1,000,000 shares of the
         company's common stock and is subject to a sale limitation of 20% of
         the average daily volume of shares of common stock traded on any given
         day.

         On July 22, 2002, and amended on November 6, 2002, the Company reached
         agreement with its convertible note holders to amend all of its
         convertible notes. The amendment and restatement provides for the
         following:
|X|      Principle and Accrued Interest     $1,408,121
|X|      Interest of 10% per annum
|X|      Repayment  over 24 months  beginning the earlier of (1) 10 days from
         completion of a financing with proceeds of $1.2 million; or (2)
         December 4, 2002
|X|      No further conversions shall take place except in the event of default
         under the amended and restated note
|X|      ICOA will issue 60 days from the funding referenced above, a Warrant in
         the approximate amount of $126,000 at 80% of the Average Closing Bid
         Price for the 5 trading days preceding issuance, exercisable for 5
         years

<PAGE>

Note 3 --Notes Payable

         In April 2002, the company borrowed $25,000 on a short term note from
         an individual. The note  carries 15% interest and is repayable on
         demand.

         In May 2002, the company borrowed $42,000 under a factoring arrangement
         for accounts receivable. The proceeds are discounted off the face value
         of the invoice and are due and payable when the invoice is collected.
         The discount is 1.5% for every 15 day period the balance is
         outstanding.

         In June 2002, the company borrowed $25,000 from an officer of the
         company. The balance plus interest and fees of $5,000, is due when the
         company raises a significant financing.

         In August 2002, the company borrowed $75,000 on a short term note form
         an individual. The note carries 25% interest and is repayable in 90
         days, and includes a warrant to purchase 300,000 shares of common stock
         at a price or $0.01 per share.


Note 4 --Settlement of Accounts Payable

         In April 2002, the company settled approximately $21,000 of accounts
         payable in exchange for 12,857,143 shares of common stock in the
         company.

Note 5 --Subsequent Events

         In October 2002, the company received a letter from SchlumbergerSema
         demanding settlement of the outstanding equipment loan at a discounted
         price. The company is in negotiations with SchlumbergerSema as to the
         timing and amount of this settlement. If the company is unable to meet
         the terms demanded or renegotiate the settlement, it is likely the
         balance will become the subject of collection activity with a negative
         impact on current business and revenue.

<PAGE>


Item 2. - Management's Discussion and Analysis of or Plan of Operations

THE FOLLOWING ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION OF
THE COMPANY SHOULD BE READ IN CONJUNCTION WITH THE CONSOLIDATED FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO OF THE COMPANY, CONTAINED ELSEWHERE IN
THE FORM 10-QSB.

ICOA, Inc. has deployed an Internet pay phone terminal network. The first
terminals were deployed during the second quarter of 2001 in San Francisco
International Airport. An additional 50 terminals are expected to be installed
in Los Angeles International Airport during the fourth quarter of 2002. This
installation, originally planned for the third or fourth quarter of 2001, was
delayed due to the loss of the lease financing. The Company has developed a
"strategic partner" relationship with SchlumbergerSema, to supply the terminals,
and to provide such technical assistance with the installations as may be
necessary.

In the fourth quarter of 2001, the Company negotiated contracts for paid content
for the terminals in San Francisco. The first contract is a six month, $60,000
agreement paid upon completion. This contract is for all active terminals in the
San Francisco International Airport, and is renewable at the advertiser's
option. The services offered under this contract consist of banner space on
various screens, and "services" buttons on the navigation bar, providing
additional information to the user, and a link directly to the advertiser's web
site. Execution of these contracts began in the first quarter of 2002.

ICOA sold several "Technology Licenses" during the third quarter of 2002. These
licenses permit, within specific geographic regions and hosting venues,
licensees to utilize the company's network architecture for the installation of
equipment similar to the WebCenter3000(TM). It is uncertain if future licenses
will be sold.

Ongoing since late in the third quarter of 2002, the company had modified its
business plan to become a leading provider of wired and wireless Internet
(Wi-Fi) connections to people on the go in airports and hotels. The addition of
Wi-Fi has significantly improved the company's plans to secure new locations,
and add services with new revenue streams.

CRITICAL ACCOUNTING POLICIES

         A summary of significant accounting policies is included in Note 1 to
the audited consolidated financial statements included in the Company's Annual
Report on Form10-KSB for the year ended December 31, 2001. Management believes
that the application of these policies on a consistent basis enables the Company
to provide useful and reliable financial information about the company's
operating results and financial condition.


Results of operations

Nine months ended September 30, 2002 as compared to the nine months ended
September 30, 2001

Revenue
The Company's principal source of revenue is derived from the ownership and
operation of Internet pay phone terminals. The first of these terminals were
activated in San Francisco International Airport in the Second Quarter of 2001.
The Company generated $200,225 in revenue for the nine months ended September
30, 2002 versus $44,995 in revenue for the nine months ended September 30, 2001.
The revenue generated was from Telecommunications services such as Phone,
Internet, E-mail, advertising, and license fees.

Revenue (for the nine months ended September 30, 2002)
            Service and Ad Revenue from Terminals             $   181,025
            License Fees                                           19,200
                                                                 --------
                          Total                               $   200,225
                                                                 ========
<PAGE>

Cost  of Services (for the nine months ended September 30, 2002) Cost of
      Services consists primarily of:
            Telecommunications Costs                          $   79,332
            Depreciation                                         191,202
            Co-Location and Hosting Services                      37,825
            Maintenance Fees                                      14,469
                                                                --------
                                    Total                     $  322,828
                                                                ========

The Gross Profit for the nine months ended September 30, 2002 was negative due
to the delay in installing terminals in Los Angeles International Airport. We
continue to incur the cost of carrying the excess capacity built into our
Network Operations Center which is capable of managing a larger network. We
expect that as additional terminals are deployed that the gross profit will
become positive. The gross profit for the third quarter ended September 30, 2002
did show significant improvement over prior quarters. This improvement is the
result of several factors: 1) continued advertising revenue in the quarter; 2)
increasing service revenue due to improved airport traffic; and 3) reduction of
fixed costs associated with the delayed installation in Los Angeles
International Airport. Subtracting depreciation costs form the Cost of Services,
the Gross Margin for the nine months ended September 30, 2002 was 37.9% versus
28.1% for the six months ended June 30, 2002.


Selling, general and administrative expenses

General and administrative expenses consist primarily of:
Employee compensation and related expenses (including payroll taxes and benefits
for executive, administrative and operations personnel, Professional fees
associated with deployment of our Internet Pay Phone Terminals, and completion
of the registration process with the SEC Professional fees associated with the
development and creation of marketing materials in pursuit of advertising
contracts Commissions associated with initial procurement airport locations
Travel and entertainment Facility and office-related costs such as rent,
insurance, maintenance and telephone.

These costs decreased 63.3% from $1,490,141 for the nine months ended September
30, 2001 to $548,086 for the nine months ended September 30, 2002. This
significant reduction is due to the legal, professional and other fees in the
2001 period's registration process. For the three months ended September 30,
2002 these costs were $233,894 versus the three months ended March 31, 2002 and
June 30, 2002 when the costs were $139,119 and $175,073 respectively. The
largest increase was the creation of a reserve for doubtful accounts of $30,000
in connection with advertising revenue contracts and $49,020 for the engagement
of consultants for general business development purposes. Management expects
general and administrative expenses in future periods to run at increased levels
over the current year in support of the growth of the business.

Depreciation Expense

Depreciation expense decreased from $3,511 for the nine months ended September
30, 2001 to $2,415 for the nine months ended September 30, 2002.

Interest Expense

Interest expense consists of interest accrued on loans and convertible notes
payable, and the beneficial conversion feature on the convertible notes.
Interest expense decreased from $1,107,666 for the nine months ended September
30, 2001 to $313,238 for the nine months ended September 30, 2002. The decrease
is directly attributable to no beneficial conversion features recorded in the
period ending September 2002. Interest has been declining as the convertible
note holders have exercised their conversion rights.

<PAGE>

Net Loss

For the nine months ended September 30, 2002, the Company had a loss of $986,342
as compared to a loss of $2,614,896 for the nine months ended September 30,
2001. The decreased loss is mainly due to the reduction of interest expense
associated with the convertible equity notes issued in 2001, increasing revenue
from operations, and the decline in selling, general and administrative
expenses.

Income Taxes

No provision for federal and state income taxes has been recorded as the Company
incurred net operating losses since January 1, 1998 (Inception). The net
operating losses will be available to offset any future taxable income. Given
the Company's limited operating history, losses incurred to date and the
difficulty in accurately forecasting future results, management does not believe
that the realization of the potential future benefits of these carry forwards
meets the criteria for recognition of a deferred tax asset required by generally
accepted accounting principles. Accordingly, a full 100% valuation allowance has
been provided.

Liquidity and Capital Resources

Cash and cash equivalents were $4,471 at September 30, 2002. Net cash used in
operating activities of $276,477, was derived from the net loss offset by
depreciation of equipment, furniture and fixtures, amortization of deferred
finance costs, non-cash interest due the equipment vendor, repayment of loans to
officers, and an increase in accrued expenses.

For the nine months ended September 30, 2002 the Company had a working capital
deficit of $2,784,962. There were no capital expenditures during the quarter.

During August 2002, the Company raised an aggregate of $75,000 (net of expenses
from the private placement of a short term note.

During May and June 2002, the Company raised an aggregate of $68,000 (net of
expenses) from the private placement of a short term note and from an officer.

During March 2002, the Company raised an aggregate of $26,250 (net of expenses)
from the private placement of a short term note and from an officer.

On July 25, 2001, the Company received notice from World Capital, Inc. (Lessor),
that they had decided not to fund the previously announced $1,600,000 equipment
lease to finance 125 WebCenter3000(TM) terminal installations at San Francisco
and Los Angeles International Airports. The Company has notified World Capital
they are in violation of the equipment lease, and is aggressively pursuing legal
action against both World Capital and the bank, which they represented as
providing their credit facility. We cannot accurately predict the outcome of any
potential legal action or other attempt to resolve the dispute; however, we are
seeking other potential sources of funding for the installation of our
equipment.

During the first quarter, the investors in the convertible debentures converted
approximately $10,737 of notes and received approximately 5.4 million shares.

The investors have provided a Waiver of Default, extending the filing deadline
to September 30, 2002 for the SB-2 required under the July 26, 2001 Convertible
Debenture.

The Company has satisfied its cash requirements to date primarily through
private placements of common stock, warrants, debentures convertible into shares
of common stock and the issuance of common stock in lieu of payment for
services. Also, officers have at times loaned the Company funds to provide
working capital.

We need to raise a minimum of $1,200,000 through public or private debt or sale
of equity to produce additional working terminals, to continue expanding our
communications services, voice, facsimile, data and electronic publishing
network and the service operation center, and to develop and implement
additional contracts at airports, hotels and retail locations in order to
continue placing our terminals in strategic positions. Such financing may not be
available when needed. Even if such financing is available, it may be on terms
that are materially adverse to your interests with respect to dilution of book
value, dividend preferences, liquidation preferences, or other terms. If we are
unable to obtain financing on reasonable terms, we could be forced to delay,
scale back or eliminate certain product and service development programs. In
addition, such inability to obtain financing on reasonable terms could have a
material adverse effect on our business, operating results, or financial
condition.

<PAGE>

The report of our independent auditors on our financial statements for the years
ended December 31, 2001 and 2000 contains an explanatory paragraph, which
indicates that we have incurred losses and have a working capital deficiency.
This report raises substantial doubt about our ability to continue as a going
concern. This report is not viewed favorably by analysts or investors and may
make it more difficult for us to raise additional debt or equity financing
needed to run our business.

Subsequent Events

In October 2002, the company received a letter from SchlumbergerSema demanding
settlement of the outstanding equipment loan at a discounted price. The company
is in negotiations with SchlumbergerSema as to the timing and amount of this
settlement. If the company is unable to meet the terms demanded or renegotiate
the settlement, it is likely the balance will become the subject of collection
activity with a negative impact on current business opportunities.

Item 3. - Controls and Procedures

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chairman and Chief Executive Officer and
Treasurer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures, as defined in Exchange Act Rules 13a-14(c)
and 15d-14(c). Based upon that evaluation, the Company's Chairman and Chief
Executive Officer and Treasurer, concluded that the Company's disclosure
controls and procedures are effective in enabling the Company to record,
process, summarize and report information required to be included in the
Company's periodic SEC filings within the required time period.

There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date the Company carried out its evaluation.

Forward-looking statements in this report may prove to be materially inaccurate.
In addition to historical information, this report contains forward-looking
information that involves risks and uncertainties. The words "may", "will",
"expect", "anticipate", "continue", "estimate", "project", "intend" and similar
expressions are intended to identify forward-looking statements. Actual results
may differ materially from those included within the forward-looking statements
as a result of factors, including the risks described above and factors
described elsewhere in this report.

<PAGE>

PART II - OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K

                  a) Exhibits

                           Exhibit  99.1
                           Exhibit  99.2

                  b) Reports on Form 8-K

                           None


<PAGE>



                                   SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of
       1934, the registrant has duly caused this report to be signed on its
       behalf by the undersigned duly authorized.

       Date:  November 19, 2002
                                                     ICOA, INC.



                                                 /s/ Erwin Vahlsing, Jr.
                                                     --------------------
                                                     Erwin Vahlsing, Jr.
                                                     Chief Financial Officer

<PAGE>


                                  CERTIFICATION
              Pursuant to Section 302 of Sarbanes Oxley Act of 2002

I, George Strouthopoulos, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of ICOA, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I (herein the "Certifying
     Officers") are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange rules 13a-14 and 15d-14)
     for the registrant and we have:

a)       designed such internal controls to ensure that material information
         relating to the registrant, including its consolidated subsidiaries
         (collectively the "company), is made known to the Certifying Officers
         by others within the Company, particularly during the period in which
         this quarterly report is being prepared;

b)       evaluated the  effectiveness  of the  registrant's  internal  controls
         as of a date within 90 days prior to the filing date of this quarterly
         report (the "Evaluation Date"); and

c)       presented in this  quarterly  report the  conclusion of the  Certifying
         Officers  about the  effectiveness  of the disclosure controls and
         procedures based on our evaluation as of the Evaluation Date;

5.   The registrant's Certifying Officers have disclosed, based on our most
     recent evaluation, to the registrant's auditors and the audit committee of
     the registrant's board of directors:

a)       all significant deficiencies (if any) in the design or operation
         of internal controls which could adversely affect the registrant's
         ability to record, process, summarize and report financial data
         and have identified for the registrant's auditors any material
         weaknesses in internal controls; and

b)       any  fraud,  whether  or not  material,  that  involves  management  or
         other  employees  who have a  significant  role in the registrant's
         controls; and

6.   The registrant's Certifying Officers have indicated in this quarterly
     report whether or not there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: November 19, 2002

/s/ George Strouthopoulos
    ----------------------
    George Strouthopoulos
    Chairman and Chief Executive Officer

<PAGE>

                                  CERTIFICATION
              Pursuant to Section 302 of Sarbanes Oxley Act of 2002

I, Erwin Vahlsing, Jr., certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of ICOA, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officer and I (herein the "Certifying
     Officers") are responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange rules 13a-14 and 15d-14)
     for the registrant and we have:

a)       designed such internal controls to ensure that material information
         relating to the registrant, including its consolidated subsidiaries
         (collectively the "company), is made known to the Certifying Officers
         by others within the Company, particularly during the period in which
         this quarterly report is being prepared;

b)       evaluated the  effectiveness  of the  registrant's  internal  controls
         as of a date within 90 days prior to the filing date of this quarterly
         report (the "Evaluation Date"); and

c)       presented in this  quarterly  report the  conclusion of the  Certifying
         Officers  about the  effectiveness  of the disclosure controls and
         procedures based on our evaluation as of the Evaluation Date;

5.   The registrant's Certifying Officers have disclosed, based on our most
     recent evaluation, to the registrant's auditors and the audit committee of
     the registrant's board of directors:

d)       all significant deficiencies (if any) in the design or operation of
         internal controls which could adversely affect the registrant's
         ability to record, process, summarize and report financial data and
         have identified for the registrant's auditors any material weaknesses
         in internal controls; and

e)       any  fraud,  whether  or not  material,  that  involves  management  or
         other employees who have a significant role in the registrant's
         controls; and

6.   The registrant's Certifying Officers have indicated in this quarterly
     report whether or not there were significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Dated: November 19, 2002

/s/ Erwin Vahlsing, Jr.
    ----------------------
    Erwin Vahlsing, Jr.
    Chief Financial Officer