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, 2005

                                       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: 401-352-2300
                                                            ------------


 --------------------------------------------------------------------------
 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 ___ No __


The number of shares of common stock outstanding as of November 11, 2005 was
353,879,220

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Balance Sheet at September 30, 2005

         Unaudited Consolidated Statements of Operations for the three
         months ended September 30, 2005 and 2004 and the nine months
         ended September 30, 2005 and 2004

         Unaudited Consolidated Statements of Cash Flows for the nine
         months ended September 30, 2005 and nine months ended
         September 30, 2004

         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 2.  Changes in Securities

Item 3.  Default on Senior Securities

Item 6.  Exhibits


SIGNATURES

<PAGE>

                           ICOA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2005
                                   (Unaudited)


                                     ASSETS

CURRENT ASSETS:
     Cash                                                      $         41,973
     Accounts receivable (net of allowance of $21,765)                  275,977
     Inventory                                                          112,925
     Prepaid expenses                                                    36,997
                                                               -----------------

        TOTAL CURRENT ASSETS                                            467,872

EQUIPMENT, net                                                        1,762,826

OTHER ASSETS:
     Long term receivables                                               85,001
     Other                                                               56,110
     Intangibles, net                                                 3,246,381
     Deferred finance costs                                             340,833
     Deposits                                                            90,024
                                                               -----------------

        TOTAL OTHER ASSETS                                            3,818,348
                                                               -----------------

                                                               $      6,049,047
                                                               =================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Cash overdraft                                            $         69,896
     Accounts payable and accrued expenses                            3,834,339
     Capital lease obligation - current                                 257,564
     Convertible debentures due in one year                             429,597
     Notes payable                                                    2,667,336
     Common stock to be issued                                           39,600
     Preferred stock to be issued                                       300,000
                                                               -----------------

        TOTAL CURRENT LIABILITIES                                     7,598,332
                                                               -----------------

CAPITAL LEASE OBLIGATION - Long Term                                    552,148
                                                               -----------------

STOCKHOLDERS' DEFICIT:
     Common stock, $.0001 par value; authorized
     shares - 750,000,000 shares; 353,879,220 shares
     issued and outstanding                                              35,389
     Additional paid-in capital                                      18,799,396
     Accumulated deficit                                            (20,936,218)
                                                               -----------------

        TOTAL STOCKHOLDERS' DEFICIT                                  (2,101,433)
                                                               -----------------

                                                               $      6,049,047
                                                               =================

                 See notes to consolidated financial statements

                                       F-3

<PAGE>

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

<TABLE>
<CAPTION>

                                             Three Months Ended September 30,    Nine Months Ended September 30,
                                            ----------------------------------  ---------------------------------
                                                  2005               2004             2005              2004
                                            ----------------   ---------------  ---------------   ---------------
REVENUES:
<S>                                         <C>                <C>                     <C>        <C>
    Transaction service fees                $       539,210    $      113,160          980,033    $      221,392
    Licensing fees                                        -                 -                -            15,000
    Equipment sales and installation                109,745           143,435          442,490           457,246
    Managed services                                127,257            43,589          282,353            84,976
                                            ----------------   ---------------  ---------------   ---------------

       TOTAL REVENUE                                776,212           300,184   $    1,704,876           778,614
                                            ----------------   ---------------  ---------------   ---------------

COST OF SERVICES:
    Telecommunication costs                         214,058            72,850          381,436           163,806
    Equipment and installation                       52,911           132,915          318,794           343,879
    Managed services                                211,340            22,934          468,528            52,559
    Depreciation and amortization                   191,141            95,808          404,187           271,777
                                            ----------------   ---------------  ---------------   ---------------
       TOTAL COST OF SERVICES                       669,450           324,507        1,572,945           832,021
                                            ----------------   ---------------  ---------------   ---------------

GROSS MARGIN (LOSS)                                 106,762           (24,323)         131,931           (53,407)

OPERATING EXPENSES:
    Selling, general and administrative             997,113           762,121        3,329,107         1,773,368
    Depreciation                                      3,476             2,030            7,977             7,723
                                            ----------------   ---------------  ---------------   ---------------
       TOTAL OPERATING EXPENSES                   1,000,589           764,151        3,337,084         1,781,091
                                            ----------------   ---------------  ---------------   ---------------


OPERATING LOSS                                     (893,827)         (788,474)      (3,205,153)       (1,834,498)

INTEREST EXPENSE                                 (2,322,020)         (120,417)      (3,623,902)         (360,872)
OTHER                                                     -            (2,528)               -            (2,529)
                                            ----------------   ---------------  ---------------   ---------------

NET LOSS                                    $    (3,215,847)   $     (911,419)  $   (6,829,055)   $   (2,197,899)
                                            ================   ===============  ===============   ===============

BASIC AND DILUTED - LOSS PER SHARE          $         (0.01)   $        (0.01)  $        (0.03)   $        (0.02)
                                            ================   ===============  ===============   ===============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
       Basic and Diluted                        311,906,878       146,422,111      245,121,859       132,574,080
                                            ================   ===============  ===============   ===============
</TABLE>


                 See notes to consolidated financial statements

                                       F-4

<PAGE>

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

<TABLE>
<CAPTION>

                                                               Nine Months Ended September 30,
                                                               ---------------------------------
                                                                      2005             2004
                                                               ----------------- ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>               <C>
    Net loss                                                   $     (6,829,055) $   (1,232,080)
                                                               ----------------- ---------------
    Adjustments to reconcile net loss to net cash used
    in operating activities:
         Depreciation                                                     7,977           5,693
         Depreciation of equipment                                      404,187         175,969
         Amortization of intangibles                                     94,811               -
         Amortization of deferred financing cost                        276,404               -
         Stock issued for compensation                                  424,096               -
         Stock to be issued for services                                 39,600               -
         Beneficial conversion                                        2,969,412               -
    Changes in assets and liabilities:
       Accounts receivable                                              (69,676)        (60,630)
       Inventory                                                        (24,670)        (21,041)
       Deposits                                                         (73,319)              -
       Prepaid expenses                                                 (36,997)        (72,503)
       Accounts payable and accrued expenses                          1,587,210         224,013
                                                               ----------------- ---------------
    Net cash used in operating activities                            (1,230,020)       (980,579)
                                                               ----------------- ---------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of equipment                                         (1,604,426)       (337,234)
    Cash acquired in acquisition                                              -               -
    Other                                                               (31,110)        (38,300)
                                                               ----------------- ---------------
NET CASH USED IN INVESTING ACTIVITIES                                (1,635,536)       (375,534)
                                                               ----------------- ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds of private placement memorandum                                  -         294,000
    Payments of or proceeds from notes payable - officers                     -          30,300
    Proceeds from convertible debentures                                673,009         550,000
    Proceeds from capital leases                                        809,712               -
    Proceeds from notes payable                                       1,401,132         885,900
    Settlement of loans payable                                               -               -
                                                               ----------------- ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                             2,883,853       1,760,200
                                                               ----------------- ---------------

INCREASE (DECREASE) IN CASH                                              18,297         404,087

CASH - BEGINNING OF PERIOD                                               23,676           6,845
                                                               ----------------- ---------------

CASH - END OF PERIOD                                           $         41,973  $      410,932
                                                               ================= ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:
       Cash paid for interest                                            84,233               -

NON-CASH INVESTING AND FINANCING ACTIVITIES:
       Conversion of debentures and interest into stock        $        693,179  $            -
                                                               ----------------- ---------------
       Conversion of notes and interest into stock             $      2,180,990  $       50,000
                                                               ----------------- ---------------
       Common stock issued in connection with settlements      $      1,036,658  $      507,000
                                                               ----------------- ---------------
       Capital leases                                          $        734,377  $            -
                                                               ----------------- ---------------
       Acquisition of equipment for note                       $              -  $       80,000
                                                               ----------------- ---------------
ACQUISITION DETAILS:
       Fair value of assets acquired                           $      3,919,196  $      200,000
                                                               ----------------- ---------------
       Liabilities assumed                                     $        559,401  $       80,000
                                                               ----------------- ---------------
       Common stock issued for acquisition                     $      3,103,191  $            -
                                                               ----------------- ---------------
</TABLE>

                 See notes to consolidated financial statements

                                       F-5

<PAGE>

                           ICOA, INC. AND SUBSIDIARIES

                   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 Subsidiaries (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, 2004.

Note 2--Going Concern

         The accompanying consolidated financial statements have been prepared
         assuming the Company will continue as a going concern, which presumes
         that the Company will be able to continue to meet its obligations and
         realize its assets in the normal course of business.

         As shown in the accompanying financial statements, the Company has a
         history of losses with an accumulated deficit of $20,936,218 and $
         14,138,471 at September 30, 2005 and December 31, 2004, respectively.
         The Company also has a working capital deficiency of $ 7,130,460 and $
         5,843,873 at September 30, 2005 and December 31, 2004, respectively.
         These conditions raise substantial doubt about the Company's ability to
         continue as a going concern. The Company's continuation as a going
         concern is dependent upon its ability to ultimately attain profitable
         operations, generate sufficient cash flow to meet its obligations, and
         obtain additional financing as may be required.


Note 3 --Standby Equity Distribution Agreement and Convertible Debentures

         In March 2004, the Company entered into a Standby Equity Distribution
         Agreement ("SEDA") in the amount of $5,000,000 with Cornell Capital
         Partners, LP ("Cornell Capital"). The SEDA may be used in whole or in
         part at the Company's sole discretion, upon the effective date of a
         registration statement filed with the Securities and Exchange
         Commission. Under the SEDA, and subject to certain conditions, the
         Company will have access to up to $5,000,000 over a two-year period.
         From time to time at its sole discretion, the Company may present
         Cornell Capital with a draw down notice, which would require Cornell
         Capital to purchase shares of the Company's common stock at a 2%
         discount to the lowest daily volume weighted average price of the
         Company's common stock traded on each of the five days following the
         date of the draw down notice. A maximum of $250,000 may be drawn down
         in any five business-day period. The Company may only request an
         advance every 7 trading days. Cornell Capital is entitled to retain 5%
         of each draw as a commitment fee.

         On March 17, 2004, the Company issued a secured convertible debenture
         in the principal amount of $550,000 to Cornell Capital. This secured
         convertible debenture was secured by all of the assets of ICOA owned as
         of the date of the issuance of the debenture or thereafter acquired or
         obtained. As of April 5, 2005, the principal balance of the secured
         convertible debenture was $425,000 and accrued interest equaled
         $24,805. On April 6, 2005, ICOA and Cornell Capital mutually agreed to
         terminate the secured convertible debenture and the underlying
         transaction documents in exchange for ICOA entering into a Secured
         Promissory Note in the principal amount of $449,805, which represents
         the unpaid principal balance and accrued interest under the convertible
         debenture. The Secured Promissory Note is secured by all of the assets
         of ICOA pursuant to the Security Agreement entered into pursuant to the
         March 2004 convertible debenture transaction.

         On November 2, 2005, the Company and Cornell Capital mutually agreed to
         terminate the SEDA. Simultaneously, all outstanding notes with Cornell
         Capital were converted to a convertible debenture. See Note 7 -
         Subsequent Events.

                                       6

<PAGE>

Note 4 --Notes Payable

         From July 2005 through September 2005, the Company issued 10% and 12%
         Convertible Notes in the aggregate principal amount of $ 73,910 at
         conversion prices between $0.0485 and $0.050 per share, the market
         price on the day prior to closing. In addition, the note holders
         received 402,500 three-year warrants at the same price per share as the
         conversion price of the notes.

         In September 2005, the Company issued an aggregate of $57,500 of 12%
         notes to Cornell Capital.

         In September 2005, the Company issued an aggregate of $10,000 of 10%
         notes to Seaport Capital Partners.

         From April 2005 through June 2005, the Company issued 10% and 12%
         Convertible Notes in the aggregate principal amount of $176,700 at
         conversion prices between $0.043 and $0.060 per share, the market price
         on the day prior to closing. In addition, the note holders received
         1,103,595 three-year warrants at the same price per share as the
         conversion price of the notes.

         In April 2005, the Company issued an aggregate of $400,000 of 12% notes
         to Cornell Capital.

         In June 2005, the Company issued an aggregate of $50,000 of 10% notes
         to Thomas Cannon, an accredited investor.

         In June 2005, the Company issued an aggregate of $6,700 of 10% notes to
         Seaport Capital Partners.

         From January 2005 through March 2005, the Company issued 10% and 12%
         Convertible Notes in the aggregate principal amount of $212,000 at
         conversion prices between $0.052 and $0.072 per share, the market price
         on the day prior to closing. In addition, the note holders received
         919,926 three-year warrants at the same price per share as the
         conversion price of the notes.

         In January 2005, the Company issued an aggregate of $150,000 of 12%
         notes to Cornell Capital.

         In February 2005, the Company issued 1,644,737 shares of common stock
         upon conversion of $75,000 of the March 2004 secured convertible
         debenture to Cornell Capital.

         In February 2005, the Company issued 5,332,736 shares of common stock
         to Tusk Investments, a party to the settlement agreement of July 2003
         with Laurus Master Fund, et al, in full settlement of $161,691 of cash
         and accrued interest, common stock of $25,000 and $37,500 of preferred
         stock due from a previously negotiated settlement. The average issuance
         price of $0.042 per share was based on a combination of the market
         price on date of issuance and conversion of the preferred note at $0.03
         per share, as required under the terms of the settlement.

         In March 2005, the Company issued an aggregate of $500,000 of 12% notes
         to Cornell Capital. In March 2005, the Company received $100,000 of the
         proceeds. In April 2005, the Company received the balance of $400,000.

         In March 2005, the Company issued 20,000,000 shares of common stock
         upon conversion of $200,000 of convertible notes issued in connection
         with the acquisition of Airport Network Solutions.

         In March 2005, the Company issued 13,625,000 shares of common stock in
         connection with the settlement and conversion of $503,020 in principal
         and accrued interest.

         In March 2005, the Company issued a promissory note in the principal
         amount of $19,500 from an unrelated accredited investor on a demand
         basis. The note carries interest at 15% per annum.

         In September 2003, the Company reached agreement with SchlumbergerSema
         settling its outstanding equipment loan. This settlement reduced the
         outstanding balance of principal and interest to $475,000 payable over
         a 90 day period beginning in October 2003. The agreement requires no
         additional interest, and represents a savings of $917,548 in principal
         and accrued interest. In November 2003, the Company made a payment of
         $100,000 against the $475,000 owed to SchlumbergerSema; however, since
         November, 2003, the Company has made no further payments to
         SchlumbergerSema and was in default.

                                       7

<PAGE>

         In September 2005, the Company settled the SchlumbergerSema note
         through Seacoast Funding, Inc. This settlement is more fully described
         in Note 8 - Settlements.


Note 5 - Private Placement

         On March 29, 2005, the Company issued 6,402,931 shares to various
         investors in a March 2004 private placement in settlement of their
         investment and accrued interest totaling $268,400. The shares were
         issued at an average price of $0.0419 per share.



Note 6 - Capital Lease

         On May 4, 2005, the Company entered into a Master Lease Agreement with
         Agility Lease Fund I, LLC. Under the terms of the agreement, the
         Company can lease up to $1.0 million of equipment and project costs
         related to Wi-Fi network growth and deployments. In connection with the
         Master Lease Agreement, the Company is required to issue $200,000 of
         warrants at the market price on the day prior to closing, and an
         additional 10% warrant based on the market price on the day prior to
         each lease schedules execution.

         In May and June 2005, the Company utilized $529,234 of the lease line,
         and recorded $96,408 of prepaid interest. The three lease schedules are
         due in May and June 2008.

         In July and August 2005, the Company utilized $205,143 of the lease
         line, and recorded $52,621 of prepaid interest. The two lease schedules
         are due in July and August 2008.

         In connection with the lease agreement and the individual lease draws,
         the Company issued 4,245,133 three year warrants at prices between
         $0.056 and $0.06 per share. In connection with the July and August
         lease draws, the Company issued 204,955 three year warrants at a price
         of $0.051 per share, and 170,535 three year warrants at a price of
         $0.059 per share.


Note 7 - Subsequent Events

         On October 17, 2005, Richard Schiffmann, President and CEO of ICOA,
         loaned the Company $30,000 on a short term basis. The loan was
         subsequently repaid in two payments in late October and early November
         2005.

         On October 26, 2005, the Company entered into an employment agreement
         with Stephen N. Cummings whereby Mr. Cummings joined the Company as
         Vice President and Chief Financial Officer.

         On November 2, 2005, the Company entered into a Securities Purchase
         Agreement and Convertible Debenture with Cornell Capital Partners, LP
         ("Purchaser"). The Purchaser surrendered Promissory Notes and accrued
         interest previously issued by the Company to the Purchaser in the
         amount of $1,787,327.24, for the issuance of a Convertible Debenture in
         the aggregate principal amount of $2,187,327.24, of which $1,787,327.24
         was acquired for consideration solely consisting of surrendering the
         Promissory Notes and accrued interest and $400,000 was purchased for a
         total of $2,187,327.24. The Debenture carries interest of 10% per
         annum, and is due on or before October 27, 2007. The Debenture is
         convertible into common stock of the Company at the lower of $0.044 or
         90% of the volume weighted average price for the ten (10) days
         immediately preceding the conversion. The offering was made pursuant to
         Section 4(2) and/or Rule 506 of Regulation D of the Securities Act of
         1933.

         In connection with the Securities Purchase Agreement and Convertible
         Debenture, the Company entered into an Investor Registration Rights
         Agreement with Purchasers whereby the Company will register with the
         Commission at least 300,000,000 shares of Common Stock issuable to
         Purchasers upon conversion of the Convertible Debentures.

                                       8

<PAGE>

         The Convertible Debenture is secured by a Security Agreement and five
         uniform Subsidiary Security Agreements, each entered into among the
         Company and Purchasers on November 2, 2005. In addition, the Company
         entered into a Pledge and Escrow Agreement with the Purchaser and the
         Escrow Agent, whereby the Convertible Debenture is secured by a further
         180,000,000 shares of common stock held by the Escrow Agent. The
         Security Agreement and Convertible Debenture is also subject to a
         Lockup Agreement, which restricts certain management and beneficial
         owners from converting or transferring their interests in Company
         securities while amounts owed to the Purchaser under the Security
         Purchase Agreement and Convertible Debenture remain outstanding.

         In connection with the offering, the Company issued an aggregate
         3,000,000 warrants to purchase common stock at a rate of $0.04 per
         share, subject to anti-dilution adjustments.

         The net proceeds of the financing are to be utilized for general
         working capital.

         Also on November 2, 2005, the Company entered into a Termination
         Agreement with the Purchaser whereby the Company and the Purchaser
         agreed to terminate a previously entered into Standby Equity
         Distribution Agreement, a Registration Rights Agreement, and an Escrow
         Agreement, all of which were dated March 19, 2004.

         On November 7, 2005, the Company filed a request for withdrawal of the
         pending Registration Statement on Form SB-2.


Note 8 - Settlements

          On September 8, 2005, ICOA, Inc. (the "Company") entered into a
         Subscription and Release Agreement and a Registration Rights Agreement
         (the "Seaport Agreements") with Seaport Capital Partners, LLC
         ("Seaport").

         Over the period from March 2003 to December 2004, Seaport had loaned
         the Company funds and for which the Company has accrued interest and
         for which the total outstanding principal and accrued interest was
         $880,423.95.

         Under the Seaport Agreements, the Company has cancelled that debt and
         has issued to Seaport 54,819,845 shares of the Company's common stock
         at a price of $0.0161 per share. In addition, the Company issued three
         year warrants to purchase 2,072,222 of common stock at a price of
         $0.025 per share. The Company entered into a Registration Rights
         Agreement with Seaport whereby the Company agreed to register those
         shares issued in the transaction under certain circumstances including
         piggyback registration rights. Pursuant to the Registration Rights
         agreement, Seaport may not sell more than 15,000,000 of such shares
         prior to the first anniversary of the transaction.

         The Seaport settlement resulted in the Company recording an interest
         expense adjustment of $1,913,213.

         On September 8, 2005, ICOA, Inc. (the "Company") entered into a
         Subscription and Release Agreement and a Registration Rights Agreement
         (the "Seacoast Agreements") with Seacoast Funding, Inc. ("Seacoast").

         On October 6, 2003, the Company had entered into an agreement with
         Schlumberger Omnes, Inc. (SOI) to settle certain matters, under which
         the Company was to pay SOI $475,000. As of September 1, 2005, the
         balance owed to SOI under that agreement was $375,000. Seacoast
         acquired from SOI the rights to that balance due.

         Under the Seacoast Agreements, the Company acquired from Seacoast the
         rights to that balance due and has retired the obligation from its
         books. In return, the Company issued to Seacoast 7,211,538 shares of
         the Company's common stock at a price of $0.052 per share. The Company
         entered into a Registration Rights Agreement with Seacoast whereby the
         Company agreed to register those shares issued in the transaction under
         certain circumstances including piggyback registration rights. Pursuant
         to the Registration Rights agreement, Seacoast may not sell more than
         2,200,000 of such shares prior to the first anniversary of the
         transaction.

          In August 2005, the Company issued 700,414 shares of common stock in
         connection with the settlement of various accounts payable and accrued
         expenses in the amount of $39,983.

                                       9

<PAGE>

         In connection with the acquisition of Linkspot Networks, Inc., the
         Company entered into a Mutual Release Agreement with Transaction
         Network Services, Inc., ("TNS") a supplier and stockholder of Linkspot,
         under which TNS assigned certain operating assets to Linkspot and
         Linkspot and TNS's remaining obligations to each other were terminated.
         Under the Mutual Release Agreement, ICOA has issued 500,000 shares of
         its common stock to TNS and has issued to TNS a warrant to purchase
         1,869,159 shares of its common stock at $.0535 per share, the closing
         price of the common stock on the date preceding the transaction.
         Linkspot has also paid TNS $100,000 and has agreed to pay an additional
         $50,000 no later than December 31, 2005. To the extent the additional
         $50,000 payment is not made, ICOA will be required to issue to TNS
         additional shares of ICOA common stock in accordance with the terms of
         the Mutual Release.

         In July 2005, the Company issued 1,000,000 shares of common stock to
         the former shareholders of iDockUSA in settlement of outstanding notes
         and accrued interest totaling $50,000.

         In April 2005, the Company issued 5,752,000 shares of common stock to
         Thomas Cannon in full settlement accrued salary, goods and services in
         the aggregate amount of $258,824.

         In May 2005, the Company issued 594,828 shares of common stock to Hawk
         Associates in settlement of $30,000 of accounts payable, and a
         conversion premium of $4,500.

         In June 2005, the Company issued 5,000,000 shares of common stock to
         Erwin Vahlsing, Jr., the Company's CFO, in settlement of accrued
         salary, notes, interest, and expenses totaling $270,000.

         In February 2005, the Company issued 5,332,736 shares of common stock
         to Tusk Investments, a party to the settlement agreement of July 2003
         with Laurus Master Fund, et al, in full settlement of $161,691 of cash
         and accrued interest, common stock of $25,000 and $37,500 of preferred
         stock due from the previously negotiated settlement. The average
         issuance price of $0.042 per share was based on a combination of the
         market price on date of issuance and conversion of the preferred note
         at $0.03 per share, as required under the terms of the settlement.

         In March 2005, the Company issued 7,969,077 shares of common stock in
         connection with the settlement of various accounts payable and accrued
         expenses in the amount of $145,194.

         In March 2005, the Company issued 3,400,000 shares of common stock in
         connection with various consulting work for which the Company issued
         shares in lieu of compensation.

         On March 29, 2005, the Company reached agreement with William Lord, the
         former president of its WebCenter Technologies, Inc. subsidiary, to
         convert accrued but unpaid wages and certain un-reimbursed but accrued
         expenses all totaling $300,000 into a convertible debenture. In
         addition, Mr. Lord received 5,000,000 warrants to purchase common stock
         of the Company.


Note 9 - Litigation

         On January 25, 2002, a legal proceeding was commenced by the Company,
         against World Capital, Inc., a leasing company with which the Company
         had a contract to finance certain equipment purchases.

         On June 15, 2001, the Company signed a lease agreement with World
         Capital, Inc. and made payment of $178,641.49 representing the first
         and last two months lease payments. On July 25, 2001 World Capital,
         Inc. gave notice to the Company of its intention not to fund the
         equipment lease. The Company filed suit in US District Court for the
         Eastern District of Pennsylvania seeking recovery of the payment,
         accrued interest, and damages caused by the failure to fund.

         In December 2002, the suit was amended to include criminal fraud
         charges against the principals of World Capital, Inc. Trial took place
         in late February, 2005.

         In April 2005, the Company was advised that its case against World
         Capital, Inc. had been decided in the Company's favor and judgment was
         entered against World Capital and its principals in the amount of
         $218,000. The defendants have appealed the ruling, and in light of
         this, and the uncertainties that exist regarding collectibility, the
         Company has made no adjustment to its books to reflect these events

                                       10

<PAGE>

         On October 8, 2004, SSJ Enterprises, LLC and Street Search, LLC filed
         suit in the United States District Court, District of Rhode Island
         against ICOA, Inc., George Strouthopoulos and Erwin Vahlsing, Jr.
         alleging breach of contract, breach of oral contract and fraud
         regarding a Services Agreement, dated October 20, 2003 for consulting
         services under the agreement. The plaintiffs seek specific performance
         and damages of $20 million, plus interest, costs and reasonable
         attorney's fees.

         In November 2004, the Company filed its response to the allegations.
         The Company believes that plaintiff's allegations are without merit and
         the Company intends to vigorously defend this lawsuit. The Company has
         accrued $640,000 with regard to this matter.


Note 10 - Acquisitions

         On July 8, 2005, the Company completed its acquisition of 100% of the
         outstanding stock of LinkSpot Networks, Inc. ("LinkSpot"), pursuant to
         which LinkSpot became a wholly owned subsidiary of ICOA. Under the
         Agreement, the Company issued 19,999,997 shares of common stock to the
         former shareholders of LinkSpot. The Company also entered into a
         Registration Rights and Shareholder Agreement with the former
         shareholders and an Employment Agreement with Alan Kobran the former
         president of LinkSpot. Simultaneously, the Company entered into a
         settlement with TNS a supplier and shareholder of LinkSpot which is
         more fully described in Note 7 - Settlements.

         In July 2005, the Company acquired the operating assets for $30,000
         cash and $140,085 of common stock, (2,547,000 shares at $0.055 per
         share) of the Cafe.com operation of Dock Holdings, Ltd. Cafe.com
         operates and manages Wi-Fi solutions predominantly in the cafe shop
         market.

         On May 26, 2005, the Company completed its acquisition of 100% of the
         outstanding stock of Wise Technologies, Inc. ("Wise"), pursuant to a
         previously announced Stock Purchase Agreement entered into on April 26,
         2005 (the "Agreement"). Under the Agreement, the Company issued
         40,000,000 shares of common stock to the former shareholders of Wise.
         The Company also entered into a Registration Rights and Shareholder
         Agreement, a Note and a Consulting Agreement with an affiliate of Wise,
         each of which was specified in the Agreement.

         In June 2004, the Company acquired the operating assets for $120,000 of
         cash and $80,000 of notes, of the iDockUSA operation of Starford
         Corporation, a privately held corporation that designs, installs, and
         manages Wi-Fi solutions for the marina industry.

         In August 2004, the Company acquired all of the issued and outstanding
         shares of capital stock of AuthDirect, Inc., a California corporation
         pursuant to (i) the issuance of 1,500,000 shares of common stock of the
         Company, (ii) $170,000 in cash, and (iii) warrants to purchase
         1,500,000 shares of common stock. AuthDirect provides back-office
         settlement services and network monitoring for Wi-Fi providers. The
         Company has issued the 1,500,000 shares of common stock and the
         warrants to purchase 1,500,000 shares of common stock, and paid $80,000
         in cash, required in this transaction. The warrants have a term of
         three years from the date of issuance. Pursuant to the terms of the
         warrants, the warrant holder may purchase that certain number of
         designated shares of common stock at a purchase price of $0.05 per
         share. In the event the Company at any time issues shares of common
         stock, prior to the complete exercise of the warrants, for
         consideration less than the exercise price set forth in the warrants,
         the Company shall reduce the exercise price of the warrants pursuant to
         the formula described in the warrants. The warrants are only
         transferable by the holder with the prior written consent of the
         Company. On December 22, 2004, the Company and one of the holders of
         warrants to purchase 645,000 shares of common stock, agreed that in the
         event the Company does not have sufficient shares of common stock to
         issue all of the shares issuable under his warrants at such time as
         this holder elects to exercise his warrants, then the Company will make
         a cash payment to the holder in an amount equal to the number of shares
         that cannot be issued multiplied by $0.031. Such total amount to be
         paid to the holder cannot exceed $20,000 in the aggregate. The Company
         has reserved a sufficient amount of shares of common stock to issue to
         the holders of the remaining warrants upon their exercise. In addition,
         the Company and the selling stockholders of AuthDirect have agreed to
         defer the payment of the balance of $90,000 owed until no later than
         April 30, 2005.

                                       11

<PAGE>

         The following table summarizes the estimated fair values of the assets
         and liabilities assumed at the date of acquisition:
<TABLE>
<CAPTION>

          -------------------------------- ------------- --------------- ---------------- --------------- -----------------
                                                                              Wise          LinkSpot
          Assets                             iDockUSA      AuthDirect     Technologies     Technologies       Cafe.com
          -------------------------------- ------------- --------------- ---------------- --------------- -----------------
<S>                                        <C>           <C>             <C>              <C>             <C>
            Current assets                 $          0  $        7,070  $        16,839  $       67,489  $              0
          -------------------------------- ------------- --------------- ---------------- --------------- -----------------
            Property and equipment              200,000         200,000          314,241         176,713           170,045
          -------------------------------- ------------- --------------- ---------------- --------------- -----------------
            Customer lists and contracts              0          88,130        2,210,869         963,000                 0
          -------------------------------- ------------- --------------- ---------------- --------------- -----------------

          -------------------------------- ------------- --------------- ---------------- --------------- -----------------
          Liabilities
          -------------------------------- ------------- --------------- ---------------- --------------- -----------------
             Current liabilities                      0          80,000          347,721         244,203                 0
          -------------------------------- ------------- --------------- ---------------- --------------- -----------------
             Long term liabilities                                                94,228               0                 0
                                                                         ================ ===============
          -------------------------------- ------------- --------------- ---------------- --------------- -----------------

          -------------------------------- ------------- --------------- ---------------- --------------- -----------------
          Net purchase price               $    200,000  $      215,200  $     2,100,000  $      962,999  $        170,045
                                           ============= =============== ================ =============== =================
          -------------------------------- ------------- --------------- ---------------- --------------- -----------------
</TABLE>

         The following Unaudited pro forma consolidated results of operations
         have been prepared as if the acquisition of iDockUSA, AuthDirect, Wise,
         LinkSpot, and Cafe.com had occurred as of the following period:
<TABLE>
<CAPTION>

                  -------------------------------- ------------------------- -------------------------
                                                     For the nine months       For the nine months
                                                   ended September 30, 2004  ended September 30, 2005
                  -------------------------------- ------------------------- -------------------------
<S>                                                <C>                       <C>
                  Net revenues                     $              1,499,342  $              2,136,062
                  -------------------------------- ------------------------- -------------------------
                  Net    profit    (loss)    from
                  continuing operations            $             (3,685,256) $             (5,339,331)
                  -------------------------------- ------------------------- -------------------------
                  Net  profit  (loss)  per  share
                  from continuing operations       $                (0.03)   $                  (0.02)
                  -------------------------------- ------------------------- -------------------------
</TABLE>


Note 11 - Warrants

         In connection with the settlement agreement executed TNS in conjunction
         with the LinkSpot acquisition, the Company issued three year warrants
         at a price of $0.0535 per share.

         In connection with the settlement agreement with William Lord, the
         Company issued ten year warrants to purchase up to 5,000,000 shares of
         common stock of the Company as follows:

          o    4,000,000 warrants at an exercise price of $0.01 per share
          o    500,000 warrants at an exercise price of $0.05 per share; and
          o    500,000 warrants at an exercise price of $0.10 per share

         In connection with various convertible debentures issued in the period
         from January 2005 to September 2005, the Company issued 3,826,021 three
         year warrants at prices from $0.043 to $0.072 per share.

         In connection with the lease agreement with Agility Lease Fund I, LLC.
         and the subsequent draws under the lease, the Company issued 4,620,623
         three year warrants at prices between $0.051 and $0.06 per share.


Note 12 - Other Matters

         During the course of the review by the Securities and Exchange
         Commission of the Company's SB-2 Registration Statement filed in April
         2005, it was determined that the Company had issued approximately
         14,169,837 of unregistered shares of common stock without appropriate
         restrictive legends. The Company has recorded an estimate for potential
         claims due to such sale of unregistered securities in the amount of
         $100,000, based on the market price of the shares at the time of
         issuance.

         On November 7, 2005, the Company filed a request for withdrawal of the
pending Registration Statement on Form SB-2.

                                       12

<PAGE>

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

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.

Strategy
Our goal is to be a leading and innovative national provider of broadband
solutions. As part of our overall strategy to compete in each relevant market
segment, we use our core competencies in the design, deployment and management
of broadband and broadband wireless networks in and to high-traffic public
locations in market segments including but not limited to airports, hospitality,
RV resorts and campgrounds, marinas, multiple dwelling units ("MDU's"),
restaurants and cafes, travel plazas and higher education.

ICOA's growth strategy is to build and acquire the expertise, infrastructure and
scale for the profitable delivery of wireless broadband services. This strategy
is based on the use of unlicensed spectrum to meet the increased demand for
wireless data services: more bandwidth for more services in more places.

Today, we sell, install, support and provide wired and wireless Ethernet and
Internet access services, primarily through Wi-Fi "hot spots" (public wireless
local area networks). As of September 30, 2005, ICOA owned or operated over
1,400 broadband access installations in high-traffic locations servicing
millions of annual patrons across 45 states. The Company currently generates
revenue from:

          o    the design,  sale and  installation of Wi-Fi systems to airports,
               hotels,   universities,   travel  plazas,   convention   centers,
               quick-service  restaurants,  marinas, MDUs and other high-traffic
               locations,   usually   coupled  with  operating  and  maintenance
               contracts;

          o    providing  service  management   capabilities  to  Wi-Fi  service
               providers who need back office, network management, customer care
               and related services to support their on-going operations; and

          o    end users of Wi-Fi hot spots and  Internet  access  terminals  on
               "pay-for-use" transactions,  usually provided in public locations
               under long term  contracts  with  airports,  marinas,  hotels and
               other high traffic locations.


Until recently, the Company's revenue has had a strong reliance on one time
equipment sales and installation projects. We would like to highlight, that
since the beginning of the year, the revenue mix has changed with recurring
revenue increasing to 57.5% for the nine months ended September 30, 2005 as
compared to 28.4% for the same period in 2004. This is an important aspect of
our long term growth as the margin on recurring revenue is significantly higher
than on equipment and installation sales.

Today, ICOA is a provider of Wi-Fi networks and services. Our footprint for
retail services is targeted at high-traffic and high-value locations, with
wireless capability supplemented by a growing wired infrastructure and our kiosk
expertise. We also provide cost effective networks for the growing "amenity"
services segment. We provide high-quality and reliable support systems and
services for both our own operations and as a "back-office" for other service
providers. We are sensitive to the specific needs of the growing and changing
base of users who demand access to broadband on demand and anywhere, anytime,
with any device.

Our strategy over time is to focus on expanding end-to-end solutions which meet
the present and future needs of customers and the rapid proliferation of new
broadband wireless access devices such as hand-held consumer devices
communications devices, PDAs and mobile gaming platforms. We believe our
industry will be transformed over time from one driven solely by computing
platforms to one increasingly driven by a wide array of communications, gaming
and hand-held consumer device platforms. This device platform expansion is
increasing usage across our networks as it is also generating new end-user
demographic segment demand. In addition, as emerging technologies allow, and
subject to available capital, ICOA is looking to move beyond the delivery of
Wi-Fi access to the delivery of digital value-added services to deliver value to
our customers and users.

                                       13

<PAGE>

We anticipate increased revenue and demand to be generated in our near-term
horizon from services including VoIP, increased roaming, location-specific
applications, targeted advertising platforms, high-bandwidth content delivery
and management, and access to proprietary content. With respect to VoIP, a small
but steadily growing customer base has been utilizing VoIP technologies and
services over our Wi-Fi networks, and we expect this trend to improve as
additional services and VoIP-enabled devices are propagated into the
marketplace. This trend is in keeping with broader industry trends, such as the
recent Skype/Boingo VoIP over Wi-Fi trials which will include ICOA's assets in
the near future. With respect to ancillary revenue from roaming, ICOA's recently
achieved national scale provides the company with attractive locations of
strategic roaming value to other wireless service providers. Our networks were
designed as neutral-host specifically to prepare for roaming, a strategy which
maximizes revenue-potential from the existing asset base.

With respect to location-specific applications, including targeted advertising,
recent advancements in both hardware and software technologies provide
opportunities for layered services which were previously not possible, including
the value-add localization of advertising revenue. Our strategy is to fully
participate in this important transformation of the broadband wireless industry
through active partnerships with key industry solution providers on a go-forward
basis. The delivery and management of high bandwidth content is another recent
promising development. An example is IPTV and other entertainment industry
transitions to full digital platforms. Our strategy during the early-stages is
to engage in select trials with proven partners, ensure network capacity and
architectures meet the requirements of emerging content applications, and
prepare for demand as customer tastes and habits mature.

While today ICOA is focused on Wi-Fi, our models and approach is
technology-agnostic. We work with numerous technologies, as economies of scale,
market penetration and device propagation permit or demand. For example, we are
looking to early market tests of Wi-Max, a promising technology still in its
early stages of development. Wi-Max will most likely serve our medium-term
requirements as a fixed wireless backhaul replacement in certain locations,
bringing operational cost savings and expanded reach to locations otherwise
unreachable through terrestrial solutions. In the long-term, as the number of
Wi-Max capable devices increases to warrant select upgrades, the strategic value
of ICOA's footprint offers a platform from which to transition to mobile Wi-Max
solutions. With respect to newly emerging cellular 3G networks, it is our
strategy to work with device manufacturers and cellular providers for seamless
interoperability between the networks. As an example, SBC and Cingular recently
announced their intention to develop and deliver cellular handsets capable of
switching between 3G and Wi-Fi, depending on proximity and bandwidth needs. The
technologies are complementary, rather than directly competitive and it is our
view that customer demand and usage patterns will propel the industry towards
seamless interoperability. This development forecasts ICOA networks and assets
as carriage for voice, video, music and other emerging digitized applications as
much as traditional computing platform data. ICOA's networks will be fully
compliant with this emerging trend and we anticipate monetizing the convergence
of voice and data in the coming years.

We have grown through acquisition and look to continue to do so. Our near to
medium term strategy is to continue to acquire promising Wi-Fi and broadband
services companies as capital resources allow 1) in market segments targeted for
growth and anticipated profitability or 2) with unique infrastructure
capabilities. We look for leading companies with management strength, and who
are strategically place in market segments which may offer intrinsic value per
share. In the future, we may also consider equity investments in related and
complementary companies and assets which further our strategic objectives,
support our key business initiatives and enhance shareholder value.

All of our businesses operate in highly innovative environments characterized by
continuing and rapid introduction of new technologies, bundled services and
products which offer improved performance at lower prices. Nationally, our
competitors range in size from large established national companies with
multiple technology and service offerings, to smaller companies and new entrants
to the marketplace that compete in specialized market segments. The continued
and rapid convergence of computing, communications and consumer devices offers
us enhanced opportunities, but also increased competition. Competition tends to
increase pricing pressure or require us to modify our business models to remain
competitive, which may result in lower profits. Wherever we believe it is
advantageous, we may take various steps, including introducing new services and
other incentives in order to remain competitive and position the Company to
potentially increase market share.

During the third quarter of 2005, we focused on a vertical driven view of our
business. This focus may bring about a future reorganization along these lines
to bring acquired assets in line with the verticals and our sales, marketing,
and support platforms. These new business verticals include ICOA Airport
Networks and ICOA Managed Services. We will continue for the near-term with the
market-forward LinkSpot, iDockUSA, Cafe.com and WiSE units operating under the
umbrella of ICOA, Inc.

                                       14

<PAGE>

ICOA Airport Networks
Under long-term contracts, our Airport Network Solutions subsidiary has
installed and operates Wi-Fi networks in 25 airports within the United States.
16 networks provide full facility coverage, while under the WiSE brand we offer
select coverage within the facilities of 9 airports. Our services are designed
to provide travelers with convenient, ease of access to broadband Internet
services, as well as private, wholesale, security-related and facility service
offerings. Our airport footprint has expanded by 258% since the same time last
year, from 7 to 25 facilities with a related 205% increase in annual passenger
coverage from 20 million to over 61 million. We believe the airport market
segment continues to offer high growth potential, both in expansion of the
number of facilities as well as the increased utilization and commensurate
monetization of existing assets. Our strategy is to continue to focus on
securing long-term contacts with tier two and tier three properties.

ICOA Managed Services
Our managed services business unit encompasses the acquisitions of QG0 and
AuthDirect and is focused on the sale, design, deployment and management of
amenity networks, as well as deployments and management of hospitality,
municipal and wholesale back office market segments. This includes the offering
of Tollbooth(TM), our turn-key back office solution, to unaffiliated wireless
service providers globally. Our back office solution suite also includes network
operating center and customer care center services to the marketplace, as well
as for our wholly-owned segment-focused units such as ICOA Airport Networks,
LinkSpot and iDockUSA. The managed services customer base has increased 88%
since January 2005. ICOA is the market innovator of large-scale amenity Wi-Fi
currently managing over 700 amenity locations nationally. In numerous segments,
such as restaurants, hospitality, cafes, we believe amenity Wi-Fi services will
experience increased acceptance.

LinkSpot / RV Resort and Campground Segments
Acquired in the third quarter of 2005, our LinkSpot subsidiary provides Wi-Fi
service to recreational vehicle (RV) parks and campgrounds nationwide. LinkSpot
currently serves 75 RV resort and campground properties which cover 20,000
sites. The percentage of Americans moving into retirement is rising and is
forecast to continue to do so through this decade. Services include both
subscription-based and amenity offerings. Our strategy is to continue expanding
this segment through aggressive sales from our existing assets, strategic
partnerships with related outdoor recreation partners, and potential
acquisitions of accretive assets in this segment.

iDock/Marina Segment
Our iDockUSA division provides broadband wireless Internet and related services
in over 45 marinas reaching over 20,000 slips. In California, iDock has secured
a dominate market position, and is expanding to other geographic markets. Our
strategy is to continue to expand geographically, develop strategic partnerships
with related marina segment companies, offer ancillary services and content and
continue to explore accretive acquisitions.

WiSE Technologies
Our Wise Technologies subsidiary provides Wi-Fi services to 9 airports, and
various hospitality, higher education, MDU's, highway plazas and cafes. The WiSE
footprint is in the process of being reassigned to segment-focused business
units within the Company, such as ICOA Airport Networks and ICOA Managed
Services.

Cafe.com
Acquired in the third quarter of 2005, Cafe.com provides Wi-Fi services in
various quick service cafe locations predominantly on the West Coast. The
Cafe.com assets are being incorporated into ICOA's segment-focused business
units, including ICOA Managed Services.

Municipal
We also operate Wi-Fi municipal "hot zones" in Lexington, KY, and the harbor
district of Newport, RI. Our strategy is to provide all or distinct portions of
our turn-key offerings to this rapidly expanding segment through leveraging our
existing national infrastructure, full back-office suite of products and
services.

                                       15

<PAGE>

SIGNIFICANT ACCOUNTING POLICIES

         A summary of significant accounting policies is included in Note 3 to
the audited consolidated financial statements included in the Company's Annual
Report on Form10-KSB for the year ended December 31, 2004. 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

Three months ended September 30, 2005 as compared to the three months ended
September 30, 2004, and nine months ended September 30, 2005 as compared to the
nine months ended September 30, 2004


Revenue
Our revenue is derived from the ownership and operation of neutral-host
broadband wireless Wi-Fi Hot Spots and High Speed Internet terminals in high
traffic public locations, and Wi-Fi equipment sales, installation fees, and
network management and maintenance services.

For period ended September 30, 2005, quarterly revenue increased $476,028 or
159% to $776,212 as compared to $300,184 for the quarter ended September 30,
2004.

The Company realized an increase in revenue of $926,262 or 119% generating
$1,704,876 in revenue for the nine months ended September 30, 2005 as compared
to $778,614 for the nine months ended September 30, 2004.

The revenue growth for the three months and nine months ended September 30, 2005
is primarily due to the increasing Transaction Service Fees and an increase in
Managed Services Fees period over period as well as year over year while new
Equipment Sales remained relatively flat during the nine months ended September
30, 2005 versus the prior year.

Revenue was generated from the following services:
<TABLE>
<CAPTION>

                                           For the three months ended            For the nine months ended
                                        September 30,      September 30,      September 30,      September 30,
                                            2005               2004              2005                2004
                                      ------------------ ------------------ ------------------ ------------------
<S>                                   <C>                <C>                <C>                <C>
Transaction Service Fees              $         539,210  $         113,160  $         980,033  $         221,392
Licensing Fees                                        0                  0                  0             15,000
Wi-Fi Equipment Sales and Service               109,745            143,435            442,490            457,246
Managed Services                                127,257             43,589            282,353             84,976
                                      ------------------ ------------------ ------------------ ------------------
                               Total  $         776,212  $         300,184  $       1,704,876  $         778,614
                                      ================== ================== ================== ==================
</TABLE>


Cost of Services consists primarily of:
<TABLE>
<CAPTION>

                                           For the three months ended            For the nine months ended
                                      ------------------ ------------------ ------------------ ------------------
                                        September 30,      September 30,      September 30,      September 30,
                                            2005               2004               2005               2004
                                      ------------------ ------------------ ------------------ ------------------
<S>                                   <C>                <C>                <C>                <C>
Telecom/Co-Location/Hosting Costs     $         214,058  $          72,850  $         381,436  $         163,806
Wi-Fi Equipment and Installation                 52,911            132,915            318,794            343,879
Managed Services                                211,340             22,934            468,528             52,559
Depreciation Expense                            191,141             95,808            404,187            271,777
                                      ================== ================== ================== ==================
                               Total  $         669,450  $         324,507  $       1,572,945  $         832,021
                                      ================== ================== ================== ==================
</TABLE>

                                       16

<PAGE>

For the quarter ended September 30, 2005, the Company recorded a gross margin of
$106,762, as compared to a negative gross margin of $(24,323) for the quarter
ended September 30, 2004 an increase of $131,085 or 539%. This was primarily due
to the significant increase in recurring revenue from managed services and
transaction service revenue offset by an increase in depreciation and
amortization of $95,333.

For the nine months ended September 30, 2005 the Company recorded a gross margin
of $131,931 as compared to a loss of ($53,407) for September 30, 2004 an
increase of $ 185,338 or 347%. The improvement was primarily due to the increase
in revenue for the period coupled with a shift toward higher margin services
revenue.

Cost of Services increased 106% or $344,943 for the three months ended September
30, 2005 versus the three months ended September 30, 2004 and increased 90% or
$740,924 for the nine months ended September 20, 2005 versus the nine months
ended September 30, 2004. The increases were primarily due to increased costs of
providing help desk services as business has increased, and a significant
increase in depreciation expense. Depreciation and Amortization Expense
increased 100% or $95,333 for the three months ended September 30, 2005 compared
to the three months ended September 30, 2004 and increased 49% or $132,410 for
the nine months ended September 20, 2005 versus the nine months ended September
30, 2004. The increase was primarily due to the acquisitions of Wise
Technologies, LinkSpot Networks, Cafe.com, and depreciation associated with the
capital leases.


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 Wi-Fi networks, legal and accounting fees
connected with registrations filed with the SEC, professional fees associated
with the development and creation of marketing materials in pursuit of
advertising contracts, travel and entertainment, and facility and office-related
costs such as rent, insurance, maintenance and telephone.

For the quarter ended September 30, 2005 these costs increased $234,992 or 31%
from $762,121 for the quarter ended September 30, 2004 to $997,113 for the
quarter ended September 30, 2005.

For the nine months ended September 30, 2005, these expenses increased
$1,555,739 or 88% to $3,329,107 from $1,773,368 for the nine months ended
September 30, 2004.

The quarter and nine months increases outlined below are mainly due to the
Company's addition of new personnel, continuing use of consultants related to
development of the business model and entry into new market verticals,
additional legal expense connected with financing, registration filings,
acquisitions and pursuing the World Capital lawsuit and the SSJ litigation,
accounting expense related to acquisitions and reviews of SEC filings, finance
fees associated with the Convertible Debentures and the now cancelled Standby
Equity Distribution Agreement, employee stock bonuses, and additional travel and
entertainment expense connected with sales efforts to secure new installation
opportunities. Management expects general and administrative expenses in future
periods to run at similarly increased levels over the current year in support of
the growth of the business.

<TABLE>
<CAPTION>

                               Quarter and Nine Months increases in selling, general and administrative

                                                 For the three months ended          For the nine months ended
                                               September 30, 2005 as compared     September 30, 2005 as compared to
                                                    to September 30, 2004                September 30, 2004
                                             ----------------------------------- -----------------------------------
<S>                                          <C>                                 <C>
            Payroll                          $                          229,241  $                        1,009,839
            Consulting                                                  -74,721                            -113,802
            Legal                                                        43,476                              99,858
            Accounting                                                    5,466                              -2,799
            Finance Fees                                                -96,625                            -127,395
            IR / PR / Marketing                                         -32,543                               7,071
            Insurance                                                    44,006                             113,319
            Travel & Entertainment                                      119,777                             365,700
            Other                                                        -3,085                             203.948
                                             ----------------------------------- -----------------------------------
                   Increase Quarter and YTD  $                          234,992  $                        1,555,739
                                             =================================== ===================================
</TABLE>

                                       17

<PAGE>

Interest Expense

Interest expense consists of interest accrued on loans and convertible notes
payable, and the beneficial conversion feature on the convertible notes and
warrants.

Interest expense increased by $2,201,603 to $2,322,020 for the three months
ended September 30, 2005 as compared to $120,417 the three months ended
September 30, 2004 and to $3,623,902 for the nine months ended September 30,
2005 as compared to $360,872 for the nine months ended September 20, 2004. .

The increase is primarily attributable to additional beneficial conversion
feature recorded on convertible debentures issued in the first, second, and
third quarters, restructuring and settlement of various loans and accrued
interest, and the issuance of various warrants. Of particular note is the
adjustment required for various settlements paid for in shares issued below
market price on the date of issuance. This non cash adjustment amounted to
approximately $1,913,213 of the year to date interest expense.


Net Loss

For the three months ended September 30, 2005, the Company had a loss of
$3,215,847 as compared to a loss of $911,419 for the three months ended
September 30, 2004 an increase of $2,304,428 or 253%. For the nine months ended
September 30, 2005, the Company had a loss of $6,829,055 as compared to a loss
of $2,197,899 for the nine months ended September 30, 2004 an increase of
$4,631,156 or 211%.

The significant difference quarter over quarter and for the nine months of this
year as compared to the same period last year is mainly due to higher selling,
general and administrative costs incurred in the first nine months coupled with
the large increase in interest expense.


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 $41,973 at September 30, 2005. Net cash used in
operating activities of $1,230,020 was derived from the net loss from operations
offset by depreciation of equipment, amortization of intangibles and deferred
financing costs, a decrease in accounts receivable, a decrease in inventory, an
increase in prepaid expenses and deposits, and an increase in accounts payable
and accrued expenses.

At September 30, 2005, the Company had a working capital deficit of $7,130,460.
The Company made capital expenditures of $1,604,426 during the nine months ended
September 30, 2005.

From July 2005 through September 2005, the Company issued 10% and 12%
Convertible Notes in the aggregate principal amount of $ 73,910 at conversion
prices between $0.0485 and $0.050 per share, the market price on the day prior
to closing. In addition, the note holders received 402,500 three-year warrants
at the same price per share as the conversion price of the notes.

In September 2005, the Company issued an aggregate of $57,500 of 12% notes to
Cornell Capital.

In September 2005, the Company issued an aggregate of $10,000 of 10% notes to
Seaport Capital Partners.

                                       18

<PAGE>

From April 2005 through June 2005, the Company issued 10% and 12% Convertible
Notes in the aggregate principal amount of $176,700 at conversion prices between
$0.043 and $0.060 per share, the market price on the day prior to closing. In
addition, the note holders received 1,103,595 three-year warrants at the same
price per share as the conversion price of the notes.

In April 2005, the Company issued an aggregate of $400,000 of 12% notes to
Cornell Capital.

In June 2005, the Company issued an aggregate of $50,000 of 10% notes to Thomas
Cannon, an accredited investor.

In June 2005, the Company issued an aggregate of $6,700 of 10% notes to Seaport
Capital Partners.

On May 4, 2005, the Company entered into a Master Lease Agreement with Agility
Lease Fund I, LLC. Under the terms of the agreement, the Company can lease up to
$1.0 million of equipment and project costs related to Wi-Fi network growth and
deployments. In connection with the Master Lease Agreement, the Company is
required to issue $200,000 of warrants at the market price on the day prior to
closing, and an additional 10% warrant based on the market price on the day
prior to each lease schedules execution.

In May and June 2005, the Company utilized $529,234 of the lease line, and
recorded $96,408 of prepaid interest. The three lease schedules are due in May
and June 2008.

In July and August 2005, the Company utilized $205,143 of the lease line, and
recorded $52,621 of prepaid interest. The two lease schedules are due in July
and August 2008.

In connection with the lease agreement and the individual lease draws, the
Company issued 4,245,133 three year warrants at prices between $0.056 and $0.06
per share. In connection with the July and August lease draws, the Company
issued 204,955 three year warrants at a price of $0.051 per share, and 170,535
three year warrants at a price of $0.059 per share.

From January through March 2005, the Company issued 10% and 12% Convertible
Notes in the aggregate face amount of $212,000 at conversion prices between
$0.052 and $0.072 per share, the market price on the day prior to closing. In
addition, the note holders received 919,926 three year warrants at the same
price per share as the conversion price of the Convertible Notes.

In January 2005, the Company issued an aggregate of $150,000 of 12% notes to
Cornell Capital.

In February 2005, our shareholders approved an increase in authorized shares of
common stock to 750,000,000 from the previous 150,000,000 shares. In addition,
our shareholders approved the creation of 50,000,000 shares of preferred stock.

In February 2005, the Company issued 1,644,737 shares of common stock upon
conversion of $75,000 of the secured convertible debenture issued to Cornell
Capital.

In February 2005, the Company issued 5,332,736 shares of common stock to Tusk
Investments, a party to the settlement agreement of July 2003 with Laurus Master
Fund, et al, in full settlement of $161,691 of cash and accrued interest, common
stock of $25,000 and $37,500 of preferred stock due from the previously
negotiated settlement. The average issuance price of $0.042 per share was based
on a combination of the market price on date of issuance and conversion of the
preferred note at $0.03 per share, as required under the terms of the
settlement.

In February 2005, the Company issued 1,065,179 shares of common stock to Jenkins
& Gilchrist upon exercise of a warrant.

In February 2005, the Company issued 100,000 shares of common stock to Michael
Williams in settlement of outstanding interest charges.

On March 29, 2005, the Company reached agreement with William Lord, the former
president of its WebCenter Technologies, Inc. subsidiary, to convert accrued but
unpaid wages and certain un-reimbursed but accrued expenses all totaling
$300,000 into a convertible debenture. In addition, Mr. Lord received 5,000,000
warrants to purchase common stock of the company.

                                       19

<PAGE>

On March 31, 2005, the Company reached an agreement with the shareholders of
Starford Corp. (from whom the Company had acquired the operating assets of
iDockUSA in June 2004) to settle the balance of principal and accrued interest
of $50,000 for 1,000,000 shares of common stock at the closing market price for
the previous day of $0.05 per share.

In March 2005, the Company issued an aggregate of $500,000 of 12% notes to
Cornell Capital. In March 2005, the Company received $100,000 of the proceeds.
In April 2005, the Company received the balance of $400,000.

In March 2005, the Company issued 20,000,000 shares of common stock upon
conversion of $200,000 of Convertible Debentures issued in connection with the
acquisition of Airport Network Solutions.

In March 2005, the Company issued 20,027,931 shares of common stock in
connection with various settlements of outstanding notes, and accrued interest.
The aggregate value of notes and accrued interest was $768,896.

In March 2005, the Company issued 1,796,000 shares of common stock in connection
with the settlement and conversion of $62,350 of accrued consulting fees.

In March 2005, the Company issued 1,173,077 shares of common stock in connection
with the settlement and conversion of $37,844 of accounts payable and accrued
expenses.

In March 2005, the Company issued 3,400,000 shares of common stock in connection
with the settlement and conversion of $175,000 of consulting services.

In March 2005, the Company issued 6,093,000 shares of common stock as bonuses to
certain employees and consultants in recognition of their performance during
2004.

In March 2005, the Company issued a promissory note in the principal amount of
$19,500 from an unrelated accredited investor on a demand basis. The note
carries interest at 15% per annum.

In September 2003, the Company reached agreement with SchlumbergerSema settling
our outstanding equipment loan. This settlement reduced the outstanding balance
of principal and interest to $475,000 payable over a 90 day period beginning in
October 2003. The agreement requires no additional interest, and represents a
savings of $917,548 in principal and accrued interest. In November 2003, the
Company made a payment of $100,000 against the $475,000 owed to
SchlumbergerSema; however since November, 2003, the Company has made no further
payments to SchlumbergerSema and was in default.

On September 8, 2005, ICOA, Inc. (the "Company") entered into a Subscription and
Release Agreement and a Registration Rights Agreement (the "Seacoast
Agreements") with Seacoast Funding, Inc. ("Seacoast").

On October 6, 2003, the Company had entered into an agreement with Schlumberger
Omnes, Inc. (SOI) to settle certain matters, under which the Company was to pay
SOI $475,000. As of September 1, 2005, the balance owed to SOI under that
agreement was $375,000. Seacoast acquired from SOI the rights to that balance
due.

Under the Seacoast Agreements, the Company acquired from Seacoast the rights to
that balance due and has retired the obligation from its books. In return, the
Company issued to Seacoast 7,211,538 shares of the Company's common stock at a
price of $0.052 per share. The Company entered into a Registration Rights
Agreement with Seacoast whereby the Company agreed to register those shares
issued in the transaction under certain circumstances including piggyback
registration rights. Pursuant to the Registration Rights agreement, Seacoast may
not sell more than 2,200,000 of such shares prior to the first anniversary of
the transaction.

The Company has satisfied its cash requirements to date primarily through
private placements of common stock, warrants, debentures convertible into shares
of common stock, promissory notes, 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.

The Company needs to raise a minimum of $3,000,000 through public or private
debt, sale of equity, to continue expanding our broadband on demand managed
services and service operation center, and to develop and implement additional
contracts at airports, hotels and retail locations in order to continue
expanding our Wi-Fi networks in strategic high traffic locations. 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.

                                       20

<PAGE>

The report of our independent auditors on our financial statements for the years
ended December 31, 2004 and 2003 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.

Other Matters

During the course of the review by the Securities and Exchange Commission of the
Company's Registration Statement on Form SB-2 filed with the Commission in April
2005, it was determined that the Company had issued approximately 14,169,837 of
unregistered shares of common stock without appropriate restrictive legends. The
Company has recorded an estimate for potential claims due to such sale of
unregistered securities in the amount of $100,000, based on the market price of
the shares at the time of issuance.

On November 7, 2005, the Company filed a request for withdrawal of the pending
Registration Statement on Form SB-2.

Subsequent Events

On October 17, 2005, Richard Schiffmann, President and CEO of ICOA, loaned the
Company $30,000 on a short term basis. The loan was subsequently repaid in two
payments in late October and early November 2005.

On October 26, 2005, the Company entered into an employment agreement with
Stephen N. Cummings whereby Mr. Cummings joined the Company as Vice President
and Chief Financial Officer.

On November 2, 2005, the Company entered into a Securities Purchase Agreement
and Convertible Debenture with Cornell Capital Partners, LP ("Purchaser"). The
Purchaser surrendered Promissory Notes and accrued interest previously issued by
the Company to the Purchaser in the amount of $1,787,327.24, for the issuance of
into a Convertible Debenture in the aggregate principal amount of $2,187,327.24,
of which $1,787,327.24 was acquired for consideration solely consisting of
surrendering the Promissory Notes and accrued interest and $400,000 was
purchased for a total of $2,187,327.24. The Debenture carries interest of 10%
per annum, and is due on or before October 27, 2007. The Debenture is
convertible into common stock of the Company at the lower of $0.044 or 90% of
the volume weighted average price for the ten (10) days immediately preceding
the conversion. The offering was made pursuant to Section 4(2) and/or Rule 506
of Regulation D of the Securities Act of 1933.

In connection with the Securities Purchase Agreement and Convertible Debenture,
the Company entered into an Investor Registration Rights Agreement with
Purchasers whereby the Company will register with the Commission at least
300,000,000 shares of Common Stock issuable to Purchasers upon conversion of the
Convertible Debentures.

The Convertible Debenture is secured by a Security Agreement and five uniform
Subsidiary Security Agreements, each entered into among the Company and
Purchaser on November 2, 2005. In addition, the Company entered into a Pledge
and Escrow Agreement with the Purchaser and the Escrow Agent, whereby the
Convertible Debenture is secured by a further 180,000,000 shares of common stock
held by the Escrow Agent. The Security Agreement and Convertible Debenture is
also subject to a Lockup Agreement, which restricts certain management and
beneficial owners from converting or transferring their interests in Company
securities while amounts owed to the Purchaser under the Security Purchase
Agreement and Convertible Debenture remain outstanding.

In connection with the offering, the Company issued an aggregate 3,000,000
warrants to purchase common stock at a rate of $0.04 per share, subject to
anti-dilution adjustments.

The net proceeds of the financing are to be utilized for general working
capital.

Also on November 2, 2005, the Company entered into a Termination Agreement with
the Purchaser, whereby the Company and the Purchaser agreed to terminate a
previously entered into Standby Equity Distribution Agreement, a Registration
Rights Agreement, and an Escrow Agreement, all of which were dated March 19,
2004.

On November 7, 2005, the Company filed a request for withdrawal of the pending
Registration Statement on Form SB-2.

                                       21

<PAGE>

Item 3. - Controls and Procedures

(A)  Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
Principal Executive Officer and Principal Financial Officer of the effectiveness
of the design and operation of the Company's disclosure controls and procedures.
The Company's disclosure controls and procedures are designed to provide a
reasonable level of assurance of achieving the Company's disclosure control
objectives. The Company's Principal Executive Officer and Principal Financial
Officer have concluded that the Company's disclosure controls and procedures
are, in fact, effective at this reasonable assurance level. In addition, the
Company reviewed its internal controls, and there have been no significant
changes in its internal controls or in other factors that could significantly
affect those controls subsequent to the date of their last valuation or from the
end of the reporting period to the date of this Form 10-QSB.

(B) Changes in Internal Controls over Financial Reporting
In connection with the evaluation of the Company's internal controls during the
quarter ended June 30, 2005, the Company's Principal Executive Officer and
Principal Financial Officer have determined that there are no changes to the
Company's internal controls over financial reporting that have materially
affected, or is reasonably likely to materially effect, the Company's internal
controls over financial reporting.

                                       24

<PAGE>

                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities

During the nine months ended September 30, 2005, the Company issued the
following unregistered securities:

On September 8, 2005, ICOA, Inc. (the "Company") entered into a Subscription and
Release Agreement and a Registration Rights Agreement (the "Seaport Agreements")
with Seaport Capital Partners, LLC ("Seaport").

Over the period from March 2003 to December 2004, Seaport had loaned the Company
funds and for which the Company has accrued interest and for which the total
outstanding principal and accrued interest was $880,423.95.

Under the Seaport Agreements, the Company has cancelled that debt and has issued
to Seaport 54,819,845 shares of the Company's common stock at a price of $0.0161
per share. In addition, the Company issued three year warrants to purchase
2,072,222 of common stock at a price of $0.025 per share. The Company entered
into a Registration Rights Agreement with Seaport whereby the Company agreed to
register those shares issued in the transaction under certain circumstances
including piggyback registration rights. Pursuant to the Registration Rights
agreement, Seaport may not sell more than 15,000,000 of such shares prior to the
first anniversary of the transaction.

On September 8, 2005, ICOA, Inc. (the "Company") entered into a Subscription and
Release Agreement and a Registration Rights Agreement (the "Seacoast
Agreements") with Seacoast Funding, Inc. ("Seacoast").

On October 6, 2003, the Company had entered into an agreement with Schlumberger
Omnes, Inc. (SOI) to settle certain matters, under which the Company was to pay
SOI $475,000. As of September 1, 2005, the balance owed to SOI under that
agreement was $375,000. Seacoast acquired from SOI the rights to that balance
due.

Under the Seacoast Agreements, the Company acquired from Seacoast the rights to
that balance due and has retired the obligation from its books. In return, the
Company issued to Seacoast 7,211,538 shares of the Company's common stock at a
price of $0.052 per share. The Company entered into a Registration Rights
Agreement with Seacoast whereby the Company agreed to register those shares
issued in the transaction under certain circumstances including piggyback
registration rights. Pursuant to the Registration Rights agreement, Seacoast may
not sell more than 2,200,000 of such shares prior to the first anniversary of
the transaction.

 In August 2005, the Company issued 700,414 shares of common stock in connection
with the settlement of various accounts payable and accrued expenses in the
amount of $39,983.

In connection with the acquisition of Linkspot Networks, Inc., the Company
entered into a Mutual Release Agreement with Transaction Network Services, Inc.,
("TNS") a supplier and stockholder of Linkspot, under which TNS assigned certain
operating assets to Linkspot and Linkspot and TNS's remaining obligations to
each other were terminated. Under the Mutual Release Agreement, ICOA has issued
500,000 shares of its common stock to TNS and has issued to TNS a warrant to
purchase 1,869,159 shares of its common stock at $.0535 per share, the closing
price of the common stock on the date preceding the transaction. Linkspot has
also paid TNS $100,000 and has agreed to pay an additional $50,000 no later than
December 31, 2005. To the extent the additional $50,000 payment is not made,
ICOA will be required to issue to TNS additional shares of ICOA common stock in
accordance with the terms of the Mutual Release.

In July 2005, the Company issued 1,000,000 shares of common stock to the former
shareholders of iDockUSA in settlement of outstanding notes and accrued interest
totaling $50,000.

From July 2005 through September 2005, the Company issued 10% and 12%
Convertible Notes in the aggregate principal amount of $ 73,910 at conversion
prices between $0.0485 and $0.050 per share, the market price on the day prior
to closing. In addition, the note holders received 402,500 three-year warrants
at the same price per share as the conversion price of the notes.

On July 8, 2005, the Company completed its acquisition of 100% of the
outstanding stock of LinkSpot Networks, Inc. ("LinkSpot"), pursuant to which
LinkSpot became a wholly owned subsidiary of ICOA. Under the Agreement, the
Company issued 19,999,997 shares of common stock to the former shareholders of
LinkSpot. The Company also entered into a Registration Rights and Shareholder
Agreement with the former shareholders and an Employment Agreement with Alan
Kobran the former president of LinkSpot. Simultaneously, the Company entered
into a settlement with TNS a supplier and shareholder of LinkSpot which is more
fully described in Note 7 - Settlements.

                                       25

<PAGE>

In July 2005, the Company acquired the operating assets for $30,000 cash and
$140,085 of common stock, (2,547,000 shares at $0.055 per share) of the Cafe.com
operation of Dock Holdings, Ltd. Cafe.com operates and manages Wi-Fi solutions
predominantly in the cafe shop market.

In July 2005, the Company issued 204,955 three year warrants at a price of
$0.051 per share in connection with draws under a lease agreement.

In August 2005, the Company issued 170,535 three year warrants at a price of
$0.059 per share in connection with draws under a lease agreement.

In April 2005, the Company issued 5,752,000 shares of common stock to Thomas
Cannon in full settlement accrued salary, goods and services in the aggregate
amount of $258,824.

In April 2005, the Company issued 681,818 shares of common stock to William Lord
in connection with the conversion of $30,000 of convertible debentures issued in
March 2005.

In May 2005, the Company issued 40,000,000 shares of common stock to the former
shareholders of Wise Technologies, Inc. in connection with the completion of the
acquisition of 100% of the outstanding shares of Wise.

In May 2005, the Company issued 594,828 shares of common stock to Hawk
Associates in settlement of $30,000 of accounts payable, and a conversion
premium of $4,500.

In June 2005, the Company issued 5,000,000 shares of common stock to Erwin
Vahlsing, Jr., the Company's CFO, in settlement of accrued salary, notes,
interest, and expenses totaling $270,000. In February 2005, the Company issued
5,332,736 shares of common stock to Tusk Investments, a party to the settlement
agreement of July 2003 with Laurus Master Fund, et al, in full settlement of
$161,691 of cash and accrued interest, common stock of $25,000 and $37,500 of
preferred stock due from the previously negotiated settlement. The average
issuance price of $0.042 per share was based on a combination of the market
price on date of issuance and conversion of the preferred note at $0.03 per
share, as required under the terms of the settlement.

In February 2005, the Company issued 1,065,179 shares of common stock to Jenkins
& Gilchrist upon exercise of a warrant.

In February 2005, the Company issued 100,000 shares of common stock to Michael
Williams in settlement of outstanding interest charges of $3,500 at a price of
$0.035 per share.

In February 2005, the Company issued 1,644,737 shares of common stock to Cornell
Capital upon conversion of $75,000 of the Convertible Debenture. These shares
were restricted under Rule 144.

On March 29, 2005, the Company issued 20,000,000 shares in connection with the
conversion of the $200,000 convertible debenture issued in December 2003 to
acquire Airport Network Solutions.

On March 29, 2005, the Company issued 5,000,000 shares (2,500,000 shares each)
to Richard Schiffman and Pamela Brown in connection with a consulting agreement
entered into at the time of acquiring Airport Network Solutions. The total of
$35,000 was converted at an average price of $0.007 per share.

On March 29, 2005, the Company issued 1,796,000 shares as partial compensation
for his time for the period through February 28, 2005, to Steve Harris, a member
of our Board of Directors, in connection with a consulting agreement under which
Mr. Harris provided strategic and legal services to ICOA. These shares were
issued at an average price of $.0347, reflecting the closing market price on the
days prior to the signing of the consulting agreement and its amendments. The
aggregate value of the service was $62,350.

On March 29, 2005, the Company issued shares of common stock in recognition of
services provided to the Company without remuneration to the following
consultants were issued shares of our common stock: (a) Alexander Jaramishian
200,000 shares; (b) David Sarna 1,950,000 shares; (c) David Rinker 1,250,000
shares; (d) James Tower 100,000 shares. The shares were issued at an average
price of $0.05 per share with the aggregate value of the services provided
totaling $175,000.

                                       26

<PAGE>

On March 29, 2005, we issued 6,093,000 shares of common stock as bonuses to
certain employees and consultants in recognition of their performance during
2004. The aggregate value of compensation was $304,650 with an average share
price of $0.05 per share.

On March 29, 2005, we issued 20,027,931 shares of common stock in connection
with various settlements of outstanding notes, and accrued interest. The
aggregate value of notes and accrued interest was $768,896 with an average share
price of $0.0384 per share.

On March 29, 2005, we issued 973,077 shares of common stock in connection with
various settlements of outstanding payables. The aggregate value of payables was
$47,844 with an average share price of $0.05 per share.



Item 3.  Default on Senior Securities


During June 2004, the Company raised an aggregate of $726,880 (net of expenses)
from Cornell Capital under a Promissory Note. The Note carries interest at the
rate of 5% per annum beginning 90 days from its date, and was to be paid in full
by November 8, 2004. The Company has received an extension of the due date from
Cornell Capital to July 30, 2005. The Company has requested an additional
extension from Cornell Capital Partners. This event of default has been cured by
the issuance of new Convertible Debentures.


Item 6.  Exhibits

         a) Exhibits
<TABLE>
<CAPTION>

Exhibit No.           Description                                              Location
-----------------     -------------------------------------------------        -----------------------------------------------
<S>                                                                                                                 <C>
3.1                   Articles of Incorporation                                Incorporated by reference to Exhibit 3.1 in
                                                                               the Registration Statement on Form 10-K filed
                                                                               with the Securities and Exchange Commission on
                                                                               November 30, 2000

3.2                   Articles of Amendment dated March 14, 1985               Incorporated by reference to Exhibit 3.2 in
                                                                               the Registration Statement on Form SB-2 filed
                                                                               with the Securities and Exchange Commission on
                                                                               November 30, 2000

3.3                   Articles of Amendment dated August 25, 2000              Incorporated by reference to Exhibit 3.3 in
                                                                               the Registration Statement on Form SB-2 filed
                                                                               with the Securities and Exchange Commission on
                                                                               November 30, 2000

3.4                   Articles of Amendment dated February 10, 2005            Incorporated by reference to Exhibit 2.1 on
                                                                               Form 10-K filed with the Securities and
                                                                               Exchange Commission on March 25, 2005

3.5                   Bylaws                                                   Incorporated by reference to Exhibit 3.4 in
                                                                               the Registration Statement on Form SB-2 filed
                                                                               with the Securities and Exchange Commission on
                                                                               November 30, 2000

10.2                  Standby Equity Distribution Agreement dated as of        Incorporated by reference to Exhibit 5.1 in
                      March 2004 between ICOA, Inc. and Cornell Capital        the Registration Statement on Form SB-2 filed
                      Partners                                                 with the Securities and Exchange Commission on
                                                                               May 7, 2004

10.3                  Placement Agent Agreement dated as of March 2004         Incorporated by reference to Exhibit 5.1 in
                      between ICOA, Inc. and Newbridge Securities Corporation  the Registration Statement on Form SB-2 filed
                                                                               with the Securities and Exchange Commission on
                                                                               May 7, 2004

                                       27

<PAGE>

Exhibit No.           Description                                              Location
-----------------     -------------------------------------------------        -----------------------------------------------
10.4                  Registration Rights Agreement dated as of March 2004     Incorporated by reference to Exhibit 5.1 in
                      between ICOA, Inc. and Cornell Capital Partners          the Registration Statement on Form SB-2 filed
                                                                               with the Securities and Exchange Commission on
                                                                               May 7, 2004

10.5                  Securities Purchase Agreement dated as of March 2004     Incorporated by reference to Exhibit 5.1 in
                      between ICOA, Inc. and Cornell Capital Partners          the Registration Statement on Form SB-2 filed
                                                                               with the Securities and Exchange Commission on
                                                                               May 7, 2004

10.6                  Secured Debenture dated as of March 2004                 Incorporated by reference to Exhibit 5.1 in
                                                                               the Registration Statement on Form SB-2 filed
                                                                               with the Securities and Exchange Commission on
                                                                               May 7, 2004

10.7                  Security Agreement dated as of March 2004 between        Incorporated by reference to Exhibit 5.1 in
                      ICOA, Inc. and Cornell Capital Partners                  the Registration Statement on Form SB-2 filed
                                                                               with the Securities and Exchange Commission on
                                                                               May 7, 2004

10.8                  Escrow Agreement dated as of March 2004 by and among     Incorporated by reference to Exhibit 5.1 in
                      ICOA, Inc., Butler Gonzalez LLP, and Cornell Capital     the Registration Statement on Form SB-2 filed
                      Partners                                                 with the Securities and Exchange Commission on
                                                                               May 7, 2004

10.9                  Investor Registration Rights Agreement dated as of       Incorporated by reference to Exhibit 5.1 in
                      March 2004 between ICOA, Inc. and Cornell Capital        the Registration Statement on Form SB-2 filed
                      Partners                                                 with the Securities and Exchange Commission on
                                                                               May 7, 2004

10.10                 Irrevocable Transfer Agent Instructions                  Incorporated by reference to Exhibit 5.1 in
                                                                               the Registration Statement on Form SB-2 filed
                                                                               with the Securities and Exchange Commission on
                                                                               May 7, 2004

10.11                 Warrant for 400,000 shares in favor of Cornell Capital   Incorporated by reference to Exhibit 5.1 in
                      Partners                                                 the Registration Statement on Form SB-2 filed
                                                                               with the Securities and Exchange Commission on
                                                                               May 7, 2004

10.12                 Form of Warrant                                          Incorporated by reference to Exhibit 5.1 in
                                                                               the Registration Statement on Form SB-2 filed
                                                                               with the Securities and Exchange Commission on
                                                                               May 7, 2004

10.13                 Termination Agreement, dated April 6, 2005, by and       Incorporated by reference to Exhibit 99.1 to
                      between ICOA, Inc. and Cornell Capital Partners          ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               April 8, 2005

10.14                 Secured Promissory Note, dated April 6, 2005, by and     Incorporated by reference to Exhibit 99.2 to
                      between ICOA, Inc. and Cornell Capital Partners          ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               April 8, 2005

                                       28

<PAGE>

Exhibit No.           Description                                              Location
-----------------     -------------------------------------------------        -----------------------------------------------
10.15                 Convertible Promissory Note by and between the Company   Incorporated by reference to Exhibit 99.1 to
                      and William Lord                                         ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               April 11, 2005

10.16                 Form of Warrant issued to William P. Lord                Incorporated by reference to Exhibit 99.2 to
                                                                               ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               April 11, 2005

10.17                 Stock Purchase Agreement with Wise Technologies, Inc.    Incorporated by reference to Exhibit 99.1 to
                                                                               ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               April 22, 2005

10.18                 Master Lease Agreement #5509 with Agility Lease fund     Incorporated by reference to Exhibit 99.1 to
                      I, LLC.                                                  ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               April 22, 2005

10.19                 Form of Warrant to be issued to Agility Solutions        Incorporated by reference to Exhibit 99.2 to
                                                                               ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               April 22, 2005

10.20                 Settlement Agreement with Thomas Cannon                  Incorporated by reference to Exhibit 99.1 to
                                                                               ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on July
                                                                               8, 2005

10.21                 Settlement Agreement with Erwin Vahlsing, Jr.            Incorporated by reference to Exhibit 99.6 to
                                                                               ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on July
                                                                               8, 2005

10.22                 Agreement and Plan of Merger for the Acquisition of      Incorporated by reference to Exhibit 99.1 to
                      LinkSpot Networks, Inc. and the                          ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on July
                                                                               14, 2005

10.23                 Release Agreement with Transaction Network Services,     Incorporated by reference to Exhibits 99.5 to
                      Inc.                                                     ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on July
                                                                               14, 2005

10.24                 Subscription and Release Agreement with Seaport          Incorporated by reference to Exhibit 99.1 to
                      Capital Partners, LLC.                                   ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               October 13, 2005

10.25                 Subscription and Release Agreement with Seacoast         Incorporated by reference to Exhibit 99.3 to
                      Funding, Inc.                                            ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               October 13, 2005

10.26                 Employment Agreement with Stephen N. Cummings            Incorporated by reference to Exhibit 99.1 to
                                                                               ICOA's Current Report on Form 8-K filed with
                                                                               the Securities and Exchange Commission on
                                                                               October 28, 2005

21.1                  Subsidiaries of ICOA                                     Incorporated by reference to Exhibit 21.1 in
                                                                               the Registration Statement on Form SB-2 filed
                                                                               with the Securities and Exchange Commission on
                                                                               November 30, 2000


31.1                  Certification pursuant to Section 302 of the             Provided herewith
                      Sarbanes-Oxley Act of 2002

31.2                  Certification pursuant to Section 302 of the             Provided herewith
                      Sarbanes-Oxley Act of 2002

32.1                  Certification pursuant to Section 906 of the             Provided herewith
                      Sarbanes-Oxley Act of 2002

32.2                  Certification pursuant to Section 906 of the             Provided herewith
                      Sarbanes-Oxley Act of 2002
</TABLE>


                                       29

<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 11, 2005
                                                    ICOA, INC.


                                                    /s/ Richard Schiffmann
                                                    ---------------------------
                                                    Richard Schiffmann
                                                    Chief Executive Officer


                                                    /s/ Stephen N. Cummings
                                                    ---------------------------
                                                    Stephen N. Cummings.
                                                    Sr. Vice President and
                                                    Chief Financial Officer




                                                    /s/ Erwin Vahlsing, Jr.
                                                    ---------------------------
                                                    Erwin Vahlsing, Jr.
                                                    Vice President Finance
                                                    Principal Accounting Officer