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 June 30, 2003

                                       OR

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

         For the transition period from ______________to ______________

                         Commission file number 0-32513


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

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

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

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

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

--------------------------------------------------------------------------------
       Indicate by check mark whether the registrant (1) has filed all reports
       required to be filed by Section 13 or 15(d) of the Securities Exchange
       Act of 1934 during the preceding 12 months (or for such shorter period
       that the registrant was required to file such reports), and (2) has been
       subject to such filing requirements for the past 90 days.

       Yes      X    No  ___
             -------





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



The number of shares of common stock outstanding as of August 19, 2003 was
104,965,445


<PAGE>



PART I - FINANCIAL INFORMATION

Item 1.  Unaudited Consolidated Balance Sheet at June 30, 2003..............3

         Unaudited Consolidated Statements of Operations for the six months
         ended June 30, 2003 and 2002.......................................4

         Unaudited Consolidated Statements of Cash Flows for the six months
         ended June 30, 2003 and 2002.......................................5

         Notes to the Unaudited Consolidated Financial Statements...........6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations..............................................8

Item 3.  Controls and Procedures...........................................11

PART II - OTHER INFORMATION

       Item 6. Exhibit 31
               Exhibit 32



SIGNATURES


<PAGE>

                            ICOA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                                 June 30, 2003
                                   (Unaudited)


                                     ASSETS

CURRENT ASSETS:
    Cash                                               $        6,689
                                                       ---------------
       TOTAL CURRENT ASSETS                                     6,689

EQUIPMENT, net                                                783,854

OTHER ASSETS:
    Advance to affiliates                                      90,000
    Deposits                                                      505
                                                       ---------------
       TOTAL OTHER ASSETS                                      90,505
                                                       ---------------
                                                       $      881,048
                                                       ===============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts)payable and accrued expenses              $    1,430,337
    Convertible debentures, in default                      1,242,059
    Notes payable                                             841,184
    Notes payable - Officers                                  118,273
    Due to equipment vendor                                 1,392,548
                                                       ---------------
       TOTAL CURRENT LIABILITIES                            5,024,401

STOCKHOLDERS' DEFICIT:
    Common stock, $.0001 par value;
     authorized shares - 150,000,000 shares;
     104,965,445 shares issued and outstanding                 10,496
    Additional paid-in capital                              5,887,131
    Accumulated deficit                                   (10,040,980)
                                                       ---------------
       TOTAL STOCKHOLDERS' DEFICIT                         (4,143,353)
                                                       ---------------
                                                       $      881,048
                                                       ===============




                 See notes to consolidated financial statements

                                        3

<PAGE>

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

<TABLE>
<CAPTION>


                                               Three Months Ended June 30,      Six Months Ended June 30,
                                              -----------------------------   ----------------------------
                                                2003               2002          2003           2002
                                              ------------    -------------   ------------    ------------
<S>                                           <C>             <C>             <C>             <C>
REVENUES                                      $    28,959     $     74,560    $    67,682     $   118,474

COST OF SERVICES                                  116,737           77,172       217,786          191,428
                                              ------------    -------------   ------------    ------------
GROSS MARGIN                                      (87,778)          (2,612)     (150,104)         (72,954)

OPERATING EXPENSES:
    Selling, general and administrative           194,319          175,073       346,407          314,192
    Depreciation                                    1,524              733         3,191            1,465
                                              ------------    -------------   ------------    ------------
       TOTAL OPERATING EXPENSES                   195,843          175,806       349,598          315,657
                                              ------------    -------------   ------------    ------------
OPERATING LOSS                                   (283,621)        (178,418)     (499,702)        (388,611)

INTEREST EXPENSE                                 (145,723)         (87,162)     (259,883)        (187,862)
                                              ------------    -------------   ------------    ------------
NET LOSS                                      $  (429,344)    $   (265,580)   $ (759,585)     $  (576,473)
                                              ============    =============   ============    ============
BASIC AND DILUTED NET LOSS PER SHARE          $     (0.00)    $      (0.00)   $    (0.01)     $     (0.01)
                                              ============    =============   ============    ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING     101,632,112       83,365,445    99,298,778       74,825,707
       Basic and Diluted                      ============    =============   ============    ============

</TABLE>



                 See notes to consolidated financial statements

                                        4

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

<TABLE>
<CAPTION>


                                                               For the Six Months Ended June 30,
                                                               ---------------------------------
                                                                      2003           2002
                                                               ----------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                            <C>               <C>
     Net loss                                                  $       (759,585) $    (576,473)
     Adjustments to reconcile net loss to                      ----------------- ---------------
        net cash used in operating activities:
           Depreciation                                                 127,367         104,723
           Depreciation of equipment                                      3,191           1,465
           Amortization of deferred financing cost                       49,972          41,644
           Non-cash interest due equipment vendor                        67,356          67,356
           Stock issued for interest expense                             30,000            -
     Changes in assets and liabilities:
        Decrease in accounts receivable                                    -            (25,000)
        Other assets                                                      3,947           3,273
        Increase in accrued expenses                                    235,394         273,215
                                                               ----------------- ---------------
     Net cash used in operating activities                             (242,359)       (109,798)
                                                               ----------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of equipment                                            (5,245)           -
     Loan to technology partner                                         (90,000)
                                                               ----------------- ---------------
NET CASH USED IN INVESTING ACTIVITIES                                   (95,245)           -
                                                               ----------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from exercise of warrants                                   5,000            -
     Proceeds from notes                                                334,502          96,850
                                                               ----------------- ---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                               339,502          96,850
                                                               ----------------- ---------------
INCREASE (DECREASE) IN CASH                                               1,898         (12,947)

CASH - BEGINNING OF PERIOD                                                4,791          20,467
                                                               ----------------- ---------------
CASH - END OF PERIOD                                           $          6,689   $       7,520
                                                               ================= ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION:
        No cash payments were made for income taxes or
           interest during each of the above periods

NON-CASH INVESTING AND FINANCING ACTIVITIES:
        Conversion of debentures and interest into stock       $          4,395   $       4,802
                                                               ================= ===============

</TABLE>

                 See notes to consolidated financial statements

                                        5
<PAGE>


                            ICOA, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1--Basis of Interim Financial Statement Presentation

         The accompanying unaudited consolidated financial statements have been
         prepared in accordance with generally accepted accounting principles
         for interim information. Accordingly, they do not include all of the
         information and footnotes required by generally accepted accounting
         principles for complete financial statements. The results of operations
         for the interim periods shown in this report are not necessarily
         indicative of expected results for any future interim period or for the
         entire fiscal year. ICOA, Inc. and Subsidiary (the "Company"), believe
         that the quarterly information presented includes all adjustments
         (consisting only of normal, recurring adjustments) necessary for a fair
         presentation in accordance with generally accepted accounting
         principles. The accompanying consolidated financial statements should
         be read in conjunction with the Company's Form 10-KSB as filed with the
         Securities and Exchange Commission for the year ended December 31,
         2002.


Note 2--Convertible Debentures

         During the quarter ended March 31, 2003, the Company converted $1,425
         principal amount and $225 of accrued interest into 1,500,000 shares of
         the Company's common stock.

         During the quarter ended June 30, 2003, the Company converted $2,386
         principal amount and $364 of accrued interest into 2,500,000 shares of
         the Company's common stock.


Note 3 --Notes Payable

         In January 2003, the company borrowed $45,000 on short term notes from
         several individuals. The notes carry between 12% and 24% interest and
         are repayable on demand after 90 days.

         In February 2003, the company borrowed $50,000 on a short term note
         from an individual. The note carries 25% interest and is repayable in
         90 days, and includes a warrant to purchase 1,000,000 shares of common
         stock at a price or $0.002 per share.

         In March 2003, the company borrowed $16,429 on a short term note from
         an officer. The note carries 18% interest and is payable on demand.

         In April 2003, the company borrowed $39,394 on a short term note from
         an officer. The note carries 18% interest and is payable on demand.

         In May 2003, the company borrowed $9,800 on a short term note from an
         officer. The note carries 18% interest and is payable on demand. The
         company also borrowed $183,079 on a short term note from an investment
         group. The note carries 15% interest and is due in 90 days, and renews
         automatically for additional 90 day periods.


Note 4 --Subsequent Events

         As previously disclosed in the Company's Quarterly Report on Form10QSB
         for the three months ended March 31, 2003, and in the Company's
         Quarterly Report on form 10QSB for the nine months ended September 30,
         2002, in October 2002 the company received a letter from
         SchlumbergerSema demanding settlement of the outstanding equipment loan
         at a discounted price. The company made a settlement offer to
         Schlumberger, and this offer has been accepted subject to certain
         conditions. The Company is working to meet these conditions to complete
         this settlement, and anticipates completion of these efforts in the
         third quarter of 2003. If the company is unable to meet the terms of
         the settlement, the balance will become the subject of collection
         activity with a negative impact on current business and revenue.

                                       6

<PAGE>

         On July 21, 2003 the Company reported on Form 8-K the finalization of a
         settlement with the holders of its convertible debentures. The
         settlement calls for the issuance of a fixed amount of the company's
         common stock, the issuance of a fixed amount of a convertible preferred
         stock (to be created), and a cash payment that varies based on the
         timing of its payment. The time period for the cash payment is between
         30 days and 180 days from the date the agreement was reached.

         In May and June 2003, the Company advanced eighty thousand dollars in
         funds to a company with whom it has established a strategic
         partnership. The funds were applied to the build-out of wireless
         internet (Wi-Fi) services in airports. These funds are loaned under a
         letter of intent whereby ICOA would acquire specific contracts and
         equipment at a future date.

         In June 2003, a previous lender to the company agreed to re-write his
         notes and increase his loan. As an incentive, the company issued a
         warrant for 5 million shares of the company's restricted (Rule 144)
         stock to the lender. Subsequently, the warrant was exercised in
         exchange for a cash payment. The Company recorded $30,000 in non-cash
         interest expense in connection with this transaction.


                                       7

<PAGE>

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

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

ICOA, Inc. has deployed an Internet pay phone terminal network. The first
terminals were deployed during the second quarter of 2001 in San Francisco
International Airport. An additional 50 terminals are expected to be installed
in Los Angeles International Airport during 2003. This installation, originally
planned for the third or fourth quarter of 2001, was delayed due to the loss of
the lease financing.

Ongoing since late in the third quarter of 2002, the company has modified its
business plan to become a provider of wired and wireless Internet (Wi-Fi)
connections to people on the go in airports and hotels. The addition of Wi-Fi is
significantly improving the company's plans to secure new locations, and add
services with new revenue streams. To this end, the Company during the first
quarter secured a five (5) year contract with a five (5) year renewal option
subject to performance, to provide high speed Internet access connectivity via
kiosks and Wi-Fi in the Baton Rouge, LA Airport. Installation was begun in July
2003 and the Wi-Fi services have been in operation for a free "test period"
since the end of July. Final turn up of the system will be completed by the end
of August, and the company will begin to charge for the services at that time.

In July 2003, the company secured a contract with a major hotel in New York City
for the installation of both Wi-Fi service and an Internet terminal in the
public areas. The installation of the Wi-Fi system has been completed, and is
operating for a free "test period". The Internet terminal will be installed
during September at which time the company will begin to charge for services.


CRITICAL 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, 2002. 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

Six months ended June 30, 2003 as compared to the six months ended June 30, 2002

Revenue
The Company's principal source of revenue is derived from the ownership and
operation of Internet pay phone terminals. The first of these terminals were
activated in San Francisco International Airport in the Second Quarter of 2001.
The Company generated $67,682 in revenue for the six months ended June 30, 2003
versus $118,474 in revenue for the six months ended June 30, 2002. The revenue
generated was from Telecommunications services such as Phone, Internet, E-mail,
advertising, and license fees.

Revenue (for the six months ended June 30, 2003)
            Service Revenue from Terminals                    $ 67,682
                                                              ========

Cost  of Services (for the six months ended June 30, 2003) Cost of Services
      consists primarily of:

            Telecommunications Costs                     $   50,720
            Depreciation                                    125,887
            Co-Location and Hosting Services                 27,150
            Maintenance Fees                                 14,029
                                                         ----------

                                    Total                 $ 217,786
                                                         ==========

                                       8

<PAGE>

The Gross Profit for the six months ended June 30, 2003 was negative due to the
continued delay in installing terminals in Los Angeles International Airport. We
continue to incur the cost of carrying the excess capacity built into our
Network Operations Center which is capable of managing a larger network. We
expect that as additional terminals are deployed that the gross profit will
become positive. The gross profit for the six months ended June 30, 2003
deteriorated by almost 100% over last years first six months. This is primarily
due to the company not having advertising revenue this year which was realized
last year for a period of several months. In addition, the impact of the SARS
virus overseas curtailed a significant number of flights through San Francisco
which is a major Gateway to the Far East. Late in the second quarter the company
has seen revenue begin to rise to normal levels based on past experience. Also
during the second quarter, the company began site surveys and installation
design work in anticipation of adding new locations later in the year.
Subtracting depreciation costs from the Cost of Services, the Gross Margin for
the six months ended June 30, 2003 was a loss of $24,217 versus a loss of $6,731
for the six months ended June 30, 2002.

Selling, general and administrative expenses

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


These costs increased 10.25% from $314,192 for the six months ended June 30,
2002 to $346,407 for the six months ended June 30, 2003. This increase is due to
increased advertising and consulting fees associated with the Company's
re-positioning of its business model to pursue high speed wireless Internet
(Wi-Fi) opportunities. Management expects general and administrative expenses in
future periods to run at increased levels over the current year in support of
the growth of the business.


Depreciation Expense included in Cost of Sales

Depreciation expense of $127,367 for the six months ended June 31, 2003
increased by $22,644 over the same six months ended June 30, 2003.


Interest Expense

Interest expense consists of interest accrued on loans and convertible notes
payable, and the beneficial conversion feature on the convertible notes.
Interest expense increased from $187,862 for the six months ended June 30, 2002
to $259,883 for the six months ended June 30, 2003. The increase is attributable
to higher interest rates on "bridge loans" used to cover the short term cash
needs of the Company.


Net Loss

For the six months ended June 30, 2003, the Company had a loss of $759,586 as
compared to a loss of $576,473 for the six months ended June 30, 2002. The
increased loss is mainly due to the increase of interest expense associated with
bridge loans, increased costs associated with new location deployments, and
increased selling, general and administrative expenses.

Income Taxes

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

                                       9

<PAGE>

Liquidity and Capital Resources

Cash and cash equivalents were $6,689 at June 30, 2003. Net cash used in
operating activities of $242,359, was derived from the net loss offset by
depreciation of equipment, furniture and fixtures, amortization of deferred
finance costs, non-cash interest due the equipment vendor, and an increase in
accrued expenses.

For the six months ended June 30, 2003 the Company had a working capital deficit
of $5,017,712. The company made capital expenditures of $5,245 during the
quarter, and invested $90,000 in a joint venture and acquisition of technology
related to Wi-Fi.

During January 2003, the Company raised an aggregate of $45,000 (net of
expenses) from the private placement of a short term note.

During February 2003, the Company raised an aggregate of $50,000 (net of
expenses) from the private placement of a short term note and from an officer.

During March 2003, the Company raised an aggregate of $16,429 (net of expenses)
from an officer.

During April 2003, the Company raised an aggregate of $39,394 (net of expenses)
from an officer.

During May 2003, the Company raised an aggregate of $192,879 (net of expenses)
from the private placement of a short term note and from an officer.

On July 25, 2001, the Company received notice from World Capital, Inc. (Lessor),
that they had decided not to fund the previously announced $1,600,000 equipment
lease to finance 125 WebCenter3000(TM) terminal installations at San Francisco
and Los Angeles International Airports. The Company has notified World Capital
they are in violation of the equipment lease, and is aggressively pursuing legal
action against both World Capital and the bank, which they represented as
providing their credit facility. In December 2002, the suit was amended to
include criminal fraud charges against the principals of World Capital, Inc. We
cannot accurately predict the outcome of any potential legal action or other
attempt to resolve the dispute; however, we are seeking other potential sources
of funding for the installation of our equipment.

During the first quarter, the investors in the convertible debentures converted
approximately $1,650 of notes and accrued interest, and received approximately
1.5 million shares.

During the second quarter, the investors in the convertible debentures converted
approximately $2,750 of notes and accrued interest, and received approximately
2.5 million shares.

The investors have previously provided a Waiver of Default, extending the filing
deadline to May 30, 2003 for the SB-2 required under the July 26, 2001
Convertible Debenture. Subsequent to the end of the quarter, the Company reached
a definitive agreement with the investors in the Convertibles Debentures which
cancels the notes subject to the issuance of common stock, preferred convertible
shares, and a cash payment over a six month period. The terms are more fully
described in a Form 8-K filing made on July 21, 2003.

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

We need to raise a minimum of $1,500,000 through public or private debt or sale
of equity to produce additional working terminals, to continue expanding our
communications services, voice, facsimile, data and electronic publishing
network and the service operation center, and to develop and implement
additional contracts at airports, hotels and retail locations in order to
continue placing our terminals and Wi-Fi networks in strategic positions. Such
financing may not be available when needed. Even if such financing is available,
it may be on terms that are materially adverse to your interests with respect to
dilution of book value, dividend preferences, liquidation preferences, or other
terms. If we are unable to obtain financing on reasonable terms, we could be
forced to delay, scale back or eliminate certain product and service development
programs. In addition, such inability to obtain financing on reasonable terms
could have a material adverse effect on our business, operating results, or
financial condition.

                                       10

<PAGE>

The report of our independent auditors on our financial statements for the years
ended December 31, 2002 and 2001 contains an explanatory paragraph, which
indicates that we have incurred losses and have a working capital deficiency.
This report raises substantial doubt about our ability to continue as a going
concern. This report is not viewed favorably by analysts or investors and may
make it more difficult for us to raise additional debt or equity financing
needed to run our business.


Subsequent Events

In October 2002, the company received a letter from SchlumbergerSema demanding
settlement of the outstanding equipment loan at a discounted price. The company
made a settlement offer to Schlumberger, and this offer has been accepted
subject to certain conditions. The Company is working to meet these conditions
to complete this settlement, and anticipates completion of these efforts in the
third quarter of 2003. If the company is unable to meet the terms of the
settlement, the balance will become the subject of collection activity with a
negative impact on current business and revenue.

Late in the first quarter of 2003, the SARS (Severe Acute Respiratory Syndrome)
virus impacted travel to the United States from Asia and the Pacific Rim. The
subsequent reduction in travel through San Francisco International Airport has
had a negative impact on the Company's revenue. Gross receipts were initially
off by approximately 20% and appear to be rebounding as the crisis passes and
more normal travel schedules resume.

On July 21, 2003 the Company reported on Form 8-K the finalization of a
settlement with the holders of its convertible debentures. The settlement calls
for the issuance of a fixed amount of the company's common stock, the issuance
of a fixed amount of a convertible preferred stock (to be created), and a cash
payment that varies based on the timing of its payment. The time period for the
cash payment is between 30 days and 180 days from the date the agreement was
reached.

In May and June 2003, the Company advanced eighty thousand dollars in funds to a
company with whom it has established a strategic partnership. The funds were
applied to the build-out of wireless internet (Wi-Fi) services in airports.
These funds are loaned under a letter of intent whereby ICOA would acquire
specific contracts and equipment at a future date.

In June 2003, a previous lender to the company agreed to re-write his notes and
increase his loan. As an incentive, the company issued a warrant for 5 million
shares of the company's restricted (Rule 144) stock to the lender. Subsequently,
the warrant was exercised in exchange for a cash payment. The Company recorded
$30,000 in non-cash interest expense in connection with this transaction.


Item 3. - Controls and Procedures

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

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

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

                                       11

<PAGE>



                           PART II - OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K

                  a) Exhibits

                           Exhibit  31
                           Exhibit  32


                  b) Reports on Form 8-K

                           Form 8-K with date of report of July 21, 2003 and
                           filed on July 31, 2003


<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:  August __19__, 2003
                                                     ICOA, INC.


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