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 March 31, 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
    Incorporation or Organization)                         Identification No.)

                  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 May 13, 2002 was
     83,065,445


<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Balance Sheet at March 2002

         Unaudited Consolidated Statements of Operations for the three months
           ended March 31, 2002 and 2001

         Unaudited Consolidated Statements of Cash Flows for the three months
           ended March 31, 2002 and 2001

         Notes to the Unaudited Consolidated Financial Statements

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

PART II - OTHER INFORMATION

Item 6.  None

SIGNATURES


<PAGE>
                            ICOA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2002
                                   (Unaudited)


                                     ASSETS

CURRENT ASSETS:
    Cash                                                          $       3,425
    Accounts Receivable                                                  10,000
    Prepaid expenses and other current assets                            81,674
    Advance to officer                                                  146,856
                                                                    ------------
       TOTAL CURRENT ASSETS                                             241,955

EQUIPMENT, net                                                        1,099,424

OTHER ASSETS:
    Advance to affiliates                                                 2,400
    Deferred finance costs                                              124,931
    Deposits                                                              4,825
                                                                    ------------
       TOTAL OTHER ASSETS                                               132,156
                                                                    ------------
                                                                 $    1,473,534
                                                                    ============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts)payable and accrued expenses                         $     963,922
    Notes payable                                                       428,823
                                                                    ------------
       TOTAL CURRENT LIABILITIES                                      1,392,745

CONVERTIBLE DEBENTURES                                                1,267,573

DUE TO EQUIPMENT VENDOR                                               1,224,158

OTHER LONG-TERM DEBT                                                     23,432

STOCKHOLDERS' DEFICIT:
    Common stock, $.0001 par value; authorized shares
      - 150,000,000 shares; 68,883,302 shares issued
      and outstanding                                                     6,888
    Additional paid-in capital                                        5,757,920
    Accumulated deficit                                              (8,199,182)
                                                                    ------------
       TOTAL STOCKHOLDERS' DEFICIT                                   (2,434,374)
                                                                    ------------
                                                                  $   1,473,534
                                                                    ============




                 See notes to consolidated financial statements


<PAGE>

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


                                                   Three Months Ended March 31,
                                                   -----------------------------
                                                         2002           2001
                                                   --------------   ------------

REVENUES                                          $      43,914    $          -

COST OF SERVICES                                         50,449               -
                                                   --------------  -------------

GROSS PROFIT                                             (6,535)              -

OPERATING EXPENSES:
     Selling, general and administrative                139,119         144,663
     Depreciation                                        64,539           1,170
                                                   --------------  -------------
         TOTAL OPERATING EXPENSES                       203,658         145,833
                                                   --------------  -------------
OPERATING LOSS                                         (210,193)       (145,833)

INTEREST EXPENSE                                       (100,700)        (94,082)
                                                   --------------  -------------
NET LOSS                                          $    (310,893)   $   (239,915)
                                                   ==============  =============
BASIC AND DILUTED NET LOSS PER SHARE              $       (0.01)   $      (0.01)
                                                   ==============  =============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING           51,648,842      40,280,607
                                                   ==============  =============
         Basic and Diluted


                 See notes to consolidated financial statements



<PAGE>

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



                                                         For the Three Months
                                                           Ended March 31,
                                                      --------------------------
                                                           2002         2001
                                                      -------------  -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                         $   (310,893)  $ (239,915)
                                                      -------------  -----------
     Adjustments to reconcile net loss to net cash
        used in operating activities:
           Depreciation                                     64,539        1,170
           Amortization of deferred financing cost          24,986            -
           Beneficial conversion                                 -       60,000
           Stock issued for services                             -            -
           Stock issued for interest expense                     -            -
           Stock options issued for services                     -            -
     Changes in assets and liabilities:
        Increase in prepaid expenses                             -            -
        Increase in advance to officers                          -      (19,473)
        Increase in accounts receivable                    (10,000)           -
        Other assets                                         2,900            -
        Increase in accrued expenses                       146,158       61,943
                                                      -------------  -----------
     Net cash used in operating activities                (82,309)     (136,275)
                                                      -------------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of equipment                                   -        (7,727)
                                                      -------------  -----------
NET CASH USED IN INVESTING ACTIVITIES                           -        (7,727)
                                                      -------------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                     -        69,325
     Decrease in common stock to be issued                      -             -
     Increase in deferred financing costs                       -             -
     Repayment of notes                                         -             -
     Proceeds from convertible debentures                   5,239        60,000
     Proceeds from notes                                   60,028             -
     Settlement of loans payable                                -             -
                                                      -------------  -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                  65,267       129,325
                                                      -------------  -----------
INCREASE IN CASH                                          (17,042)      (14,677)

CASH - BEGINNING OF PERIOD                                 20,467        16,547
                                                      -------------  -----------
CASH - END OF PERIOD                                  $     3,425    $    1,870
                                                      =============  ===========

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                                   $    11,505    $        -
                                                      =============  ===========


                 See notes to consolidated financial statements



<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 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 March 31, 2002, the Company converted $10,737
         principal amount and $768 of accrued interest into 5,431,000 shares of
         the Company's common stock.

<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. 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,
while stabilizing in the fourth quarter of 2001 did decline slightly in the
first quarter of 2002. Offsetting much of the decline in service revenue was the
commencement in March of advertising and "paid content" services on the
terminals. The Company expects that this will become a major source of revenue
over the course of the year 2002. The Company expects to deploy 50 terminals at
Los Angeles International Airport in the late second quarter or early third
quarter of 2002.

Results of operations

Three months ended March 31, 2002 as compared to the three months ended March
31, 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 are
active in San Francisco International Airport. In the current year, the Company
generated $43,914 in revenue from these terminals year to date, versus no
revenue in the same period last year. While current year service revenue
declined from previous quarters. In March the Company began to bill for
advertising and "paid content" placements on its terminals.

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 decreased 3.8% from $144,663 for the three months ended March 31,
2001 to $139,119 for the three months ended March 31, 2002. Although current
quarter costs decreased slightly from last year, management expects general and
administrative expenses in future periods to run at increased levels over the
comparable year 2001 periods in support of the growth of the business.

Depreciation Expense

Depreciation expense increased from $1,170 for the three months ended March 31,
2001 to $64,539 for the three months ended March 31, 2002. The increase is
primarily attributable to the acquisition of equipment for San Francisco
International Airport, the Network Operations Center, and terminals acquired in
December 2001 from Go Online Networks.

<PAGE>

Interest Expense

Interest expense consists of interest accrued on loans and convertible notes
payable. Interest expense increased from $94,082 for the three months ended
March 31, 2001 to $100,700 for the three months ended March 31, 2002. The
increase is primarily attributable to the interest accrued on convertible notes,
and vendor financing.

For the three months ended March 31, 2002, the Company had a loss of $310,893 as
compared to a loss of $239,915 for the three months ended March 31, 2001. The
increased loss is mainly due to additional depreciation expense, interest
expense associated with our convertible equity notes, and cost of services
associated with our operations.

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 $3,425 and $1,870 at March 31, 2002 and March 31,
2001, respectively.

For the three months ended March 31, 2002 the Company had a working capital
deficit of $1,150,790. There were no capital expenditures during the quarter.

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 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 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 June 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 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 second quarter, although we do not expect to
generate positive cash flow from operations until the second 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.

<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.


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

            None.

         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:  May 14, 2002
                                                     ICOA, INC.


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