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, 2001

                                       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 ___

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS:

       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 ____No __

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares of common  stock  outstanding  as of November  12, 2001 was
59,706,106


<PAGE>



PART I - FINANCIAL INFORMATION

                                                                           Page
                                                                          Number

Item 1.  Unaudited Consolidated Balance Sheet at September 30, 2001         F-2

         Unaudited Consolidated Statements of Operations for the three
          months and nine months ended September 30, 2001 and 2000          F-3

         Unaudited Consolidated Statements of Cash Flows for the nine
          months ended September 30, 2001 and 2000                          F-4

         Notes to the Unaudited Consolidated Financial Statements           F-5

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                         1-3

PART II - OTHER INFORMATION                                                  4

SIGNATURES                                                                   5


<PAGE>

                            ICOA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET

                               SEPTEMBER 30, 2001
                                   (Unaudited)

                                     ASSETS

CURRENT ASSETS:
     Cash                                                     $          34,817
     Prepaid expenses and other current assets                          178,913
     Advance to officer                                                 166,181
                                                                ----------------
        TOTAL CURRENT ASSETS                                            379,911

EQUIPMENT, net                                                           31,608

OTHER ASSETS:
     Advance to affiliates                                                5,400
     Deposits                                                             4,125
                                                                ----------------
        TOTAL OTHER ASSETS                                                9,525
                                                                ----------------

                                                              $         421,044
                                                                ================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                    $         699,411
     Notes payable                                                      322,657
                                                                ----------------
        TOTAL CURRENT LIABILITIES                                     1,022,068

CONVERTIBLE DEBENTURES                                                1,273,484

NOTE PAYABLE                                                             24,381

STOCKHOLDERS' DEFICIT:
     Common stock, $.0001 par value;
      authorized shares - 150,000,000 shares;
      59,327,303 shares issued and outstanding                            5,933
     Additional paid-in capital                                       6,035,167
     Accumulated deficit                                             (7,939,989)
                                                                ----------------
        TOTAL STOCKHOLDERS' DEFICIT                                  (1,898,889)
                                                                ----------------

                                                              $         421,044
                                                                ================





                 See notes to consolidated financial statements.

                                       F-2
<PAGE>
                  ICOA, INC. AND SUBSIDIARY
            CONSOLIDATED STATEMENTS OF OPERATIONS
                         (Unaudited)
<TABLE>
<CAPTION>

                                                                  Three Months Ended Sept 30,         Nine Months Ended Sept 30,
                                                                -------------------------------     --------------------------------
                                                                     2001             2000              2001              2000
                                                                --------------  ---------------     --------------  ----------------
<S>                                                           <C>              <C>               <C>               <C>
REVENUES                                                      $        37,666  $              -  $         44,995  $           -
COST OF SERVICES                                                       58,435                 -            58,573              -
                                                                --------------  ---------------     --------------  ----------------
GROSS PROFIT                                                          (20,769)                -           (13,578)             -

OPERATING EXPENSES:
    Selling, general and administrative                               495,678           186,965         1,490,141        448,119
    Depreciation                                                        1,170            18,348             3,511         19,150
                                                                --------------  ---------------      -------------  ----------------
       TOTAL OPERATING EXPENSES                                       496,848           205,313         1,493,652        467,269
                                                                --------------  ---------------      -------------  ----------------
OPERATING LOSS                                                       (517,617)         (205,313)       (1,507,230)      (467,269)

INTEREST EXPENSE                                                     (293,684)         (176,024)       (1,107,666)      (188,536)
                                                                --------------  ----------------     -------------  ----------------
NET LOSS                                                      $      (811,301) $       (381,337) $     (2,614,896) $    (655,805)
                                                                ==============  ================     =============  ================

BASIC AND DILUTED NET LOSS PER SHARE                          $         (0.01) $          (0.01) $          (0.05) $       (0.02)
                                                                ==============  ================     =============  ================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                         57,852,640        40,280,607        48,184,356     36,942,612
                                                                ==============  ================     =============  ================

</TABLE>


                 See notes to consolidated financial statements.
                                       F-3
<PAGE>
                         ICOA, INC. AND SUBSIDIARY
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                     Nine Months Ended Sept 30,
                                                  ------------------------------
                                                       2001              2000
                                                  ---------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss                                       $    (2,614,896)  $    (655,805)
                                                  ---------------  -------------
 Adjustments to reconcile net loss to
  net cash used in operating activities:
   Depreciation                                           2,341          19,150
   Beneficial conversion                              1,029,466        (400,773)
   Non-cash compensation                                 83,135            -

 Changes in assets and liabilities:
  Prepaid expenses and other current assets            (178,913)           -
  Advance to officers                                   (19,325)        (52,600)
  Other assets                                           (6,200)           (500)
  Accounts payable and accrued expenses                 698,184          35,064
                                                  ---------------  -------------
                                                      1,608,688        (399,659)
                                                  ---------------  -------------

NET CASH USED IN OPERATING ACTIVITIES                (1,006,208)     (1,055,464)
                                                  ---------------  -------------
CASH FLOWS FROM INVESTING ACTIVITIES
 Capital expenditures                                   (23,856)        (20,017)
                                                  ---------------  -------------
NET CASH USED IN INVESTING ACTIVITIES                   (23,856)        (20,017)
                                                  ---------------  -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds (payments) of notes payable                    (1,666)         88,727
 Proceeds from issuance of common stock                    -          1,314,164
 Decrease in common stock to be issued                     -           (100,000)
 Proceeds from convertible debentures                 1,050,000            -
                                                  ---------------  -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES             1,048,334       1,302,891
                                                  ---------------  -------------
INCREASE IN CASH                                         18,270         227,410

CASH - BEGINNING OF PERIOD                               16,547           1,932
                                                  ---------------  -------------
CASH - END OF PERIOD                            $        34,817   $     229,342
                                                  ===============  =============



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:
 Interest converted to note                     $        19,499   $        -
                                                  ===============  =============
 Conversion of Debentures                       $       336,516   $        -
                                                  ===============  =============



                 See notes to consolidated financial statements.
                                       F-4
<PAGE>

                            ICOA, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 accompany consolidated financial statements should be
         read in conjunction with the Company's Form SB-2.


Note 2--Convertible Debentures

         During the quarter ended September 30, 2001, the Company converted
         $60,766 principal amount and $2,136 of accrued interest into 8,977,429
         shares of the Company's common stock.

         In July 2001, the Company issued 9% Convertible Debentures
         ("Debentures") in the aggregate face amount of $250,000. The Debentures
         have a maturity date of July 26, 2003. The Debentures are convertible
         into shares of the Company's common stock at a conversion price for
         each share of common stock equal to 75% of the lowest bid price of the
         Company's common stock for the three consecutive trading days
         immediately preceding the date of receipt of a notice of conversion.
         The Debentures bear interest at the rate of 9% per annum, payable
         monthly in the form of additional shares of the Company's common stock.
         The Debentures were issued in reliance of the exemption from
         registration requirements of the Securities Act of 1933, as amended,
         pursuant to Rule 504 of the Rules and Regulations promulgated by the
         Securities and Exchange Commission.

         The Company has recorded a beneficial conversion of $250,000 on the
         July 2001 debentures, which was charged to interest expense.



                                   F-5
<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 in San Francisco International
Airport. In the third quarter of 2001, the Company experienced increasing
utilization of the terminals installed in San Francisco International Airport,
until the tragic events of September 11th. In the days after the attack, there
was an initial increase in usage. The revenue on the terminals now appears to
have stabilized at about 90% of its pre attack level. An additional 50 terminals
are expected to be installed in Los Angeles International Airport during the
fourth quarter of 2001. This installation, originally planned for the third
quarter, was delayed due to the loss of the lease financing discussed below. The
Company has engaged the Telweb(R) division of Schlumberger, to supply the
terminals, and will contract with them to provide such technical assistance with
the installations as may be necessary.

Subsequent to the end of the quarter, the Company negotiated contracts for paid
content for the terminals in San Francisco. Revenue from these contracts should
begin in the late fourth quarter.



Results of operations

Nine months ended September 30, 2001 as compared to nine months ended September
30, 2000


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. The
Company generated $44,995 in revenue from these terminals year to date, with
$37,666 occurring during the third quarter.


Cost of Services

Cost of Services consists primarily of:

|X|      Telecommunications Costs
|X|      Co-Location and Hosting Services
|X|      Site Commissions
|X|      Maintenance Fees


Selling, general and administrative expenses

General and administrative expenses consist primarily of:

o Employee  compensation  and  related  expenses  (including  payroll  taxes and
  benefits for executive, administrative and operations personnel

o Professional  fees  associated  with  deployment  of our  Internet  Pay Phone
  Terminals, and completion of the registration process with the SEC

o Professional fees associated with the development and creation of marketing
  materials in pursuit of advertising contracts o Commissions associated with
  securing the airport locations o Travel and entertainment o Facility and
  office-related costs such as rent, insurance, maintenance and telephone.

These costs increased 332% from $448,119 in 2000 to $1,490,141 in 2001.
Management expects general and administrative expenses in future periods to run
at increased levels over year 2000 in support of the growth of the business.

Interest Expense

Interest expense consists of interest accrued on loans and convertible notes
payable. Interest expense increased from $185,536 for the nine months ended
September 30, 2000 to $1,107,666 for the nine months ended September 30, 2001.
The increase is primarily attributable to the interest accrued on convertible
notes, and the beneficial conversion terms of convertible notes charged to
expense during 2001.

                                       1
<PAGE>

For the nine months ended September 30, 2001, the Company lost $2,614,896 as
compared to a loss of $655,805 for the nine months ended September 30, 2000. The
increased loss is mainly due to additional interest expense associated with our
convertible equity notes, legal expense associated with additional SB-2 filings,
payment of commissions in connection with securing the airport locations, and
marketing and travel related to the execution of our business plan.

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 $34,817 and $229,342 at September 30, 2001 and
September 30, 2000, respectively.

For the nine months ended September 30, 2001 the Company had a working capital
deficit of $642,157. Capital expenditures amounted to $12,050.

During May, June and July 2001, the Company raised an aggregate of $933,500 (net
of expenses) from a private placement of convertible debt.

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 hope
to secure the funding of the equipment under favorable terms. In addition, we
are seeking other potential sources of funding for the installation of our
equipment.

During the second quarter, the investors in the convertible debentures converted
approximately $275,750 of notes and received approximately 9.6 million shares.

During the third quarter, the investors in the convertible debentures converted
approximately $60,766 of notes and received approximately 5.8 million shares.
Subsequent to the quarter end, investors converted approximately $6,432 of notes
and received approximately 1.6 million shares.

The investors have provided a Waiver of Default, and extended the filing
deadline to January 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 believe that the $1,610,000 proceeds received this year from the convertible
debt private placements, cash on hand, additional funding from our investors,
and anticipated revenues will be sufficient to meet anticipated short term cash
requirements through the end of the fourth quarter, although we do not expect to
generate positive cash flow from operations until at least late in the fourth
quarter of 2001 or during the first quarter of 2002. We need to raise a minimum
of $2,000,000 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.

                                        2

<PAGE>

The report of our independent auditors on our financial statements for the years
ended December 31, 2000 and 1999 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.

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.

                                       3

<PAGE>



PART II - OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K

                  a) Exhibits

                           None.

                  b) Reports on Form 8-K

                           None.

                                       4
<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 14, 2001
                                                     ICOA, INC.

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


                                       5