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, 2004

                                       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 X   No __



The number of shares of common stock outstanding as of November 12, 2004 was
147,535,281

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.       Unaudited Consolidated Balance Sheet at September 30, 2004

              Unaudited Consolidated Statements of Operations for the six
              months ended September 30, 2004 and 2003

              Unaudited Consolidated Statements of Cash Flows for the six
              months ended September 30, 2004 and 2003

              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 and Reports on Form 8-K


SIGNATURES

<PAGE>

                           ICOA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2004
                                   (Unaudited)




                                     ASSETS

CURRENT ASSETS
 Cash                                                           $        14,587
 Account receivable                                                     132,507
 Inventory                                                               22,452
 Prepaid expenses and other current assets                               58,495
                                                                ----------------
           TOTAL CURRENT ASSETS                                         228,041

 EQUIPMENT, net                                                       1,430,923

OTHER ASSETS
 Other                                                                   40,000
 Deposits                                                                   705
                                                                ----------------
           TOTAL OTHER ASSETS                                            40,705
                                                                ----------------

                                                                $     1,699,669
                                                                ================



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
 Accounts payable and accrued expenses                          $     1,855,455
 Notes Payable                                                        2,089,164
 Notes payable - officers                                               148,573
 Due to equipment vendor                                                375,000
 Common stock to be issued for settlements                              225,000
 Common stock to be issued for private placement & acquisitions         313,000
 Preferred stock to be issued for settlements                           337,500
                                                                ----------------

           TOTAL CURRENT LIABILITIES                                  5,343,692

Convertible Debenture                                                   348,747

STOCKHOLDERS' DEFICIT
 Common stock, $.0001 par value; authorized
 shares - 150,000,000; 147,535,281 shares
 issued and outstanding                                                  14,753
                Deferred equity finance costs                          (202,500)
                Additional paid-in capital                            8,609,217
                Accumulated deficit                                 (12,414,240)
                                                                ----------------

           TOTAL STOCKHOLDERS' DEFICIT                               (3,992,770)
                                                                ----------------

                                                                $     1,699,669
                                                                ================

                 See notes to consolidated financial statements



<PAGE>

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

<TABLE>
<CAPTION>

                                               Three Months Ended Sept 30,          Nine Months Ended Sept 30,
                                            ----------------  ----------------   ----------------   ---------------
                                                 2004              2003               2004               2003
                                            ----------------  ----------------   ----------------   ---------------
REVENUES
<S>                                         <C>               <C>                <C>                <C>
  Transaction service fees                  $       113,160   $        38,562    $       221,392    $      106,244
  Licensing fees                                          0                 0             15,000                 0
  Equipment sales and installation                  143,435                 0            457,246                 0
  Managed services                                   43,589                 0             84,976                 0
                                            ----------------  ----------------   ----------------   ---------------
                   TOTAL REVENUE                    300,184            38,562            778,614           106,244
                                            ----------------  ----------------   ----------------   ---------------

COST OF SERVICES
  Telecommunications costs                           72,850            44,338            163,806           125,772
  Equipment and installation                        132,915                 0            343,879             4,500
  Managed service                                    22,934                 0             52,559             5,246
  Depreciation                                       95,808            62,932            271,777           189,538
                                            ----------------  ----------------   ----------------   ---------------
              TOTAL COST OF SERVICES                324,507           107,270            832,021           325,056
                                            ----------------  ----------------   ----------------   ---------------

Gross Margin                                        (24,323)          (68,708)           (53,407)         (218,812)

OPERATING EXPENSES:
  Selling, general and administrative               762,121           165,208          1,773,368           511,615
  Depreciation                                        2,030             1,596              7,723             4,787
                                            ----------------  ----------------   ----------------   ---------------
TOTAL OPERATING EXPENSES                            764,151           166,804          1,781,091           516,402
                                            ----------------  ----------------   ----------------   ---------------

Operating profit (loss)                            (788,474)         (235,512)        (1,834,498)         (735,214)

Interest expense                                    120,417            65,764            360,872           325,647
Income tax expense                                    2,529                                2,529                 0
Gain on extinguishment of debt                                      1,425,448                  0         1,425,448
                                            ----------------  ----------------   ----------------   ---------------
Net Income (Loss)                           $      (911,420)  $     1,124,172    $    (2,197,899)   $      364,587
                                            ================  ================   ================   ===============

BASIC AND DILUTED - LOSS PER SHARE                  $ (0.01)           $ 0.01            $ (0.02)           $ 0.00
                                            ================  ================   ================   ===============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
                 Basic and Diluted              146,422,111       104,965,445        132,574,080       101,187,667
                                            ================  ================   ================   ===============

</TABLE>


                 See notes to consolidated financial statements


<PAGE>

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

<TABLE>
<CAPTION>

                                                 For the Nine Months Ended September 30,
                                                 ---------------------------------------
                                                            2004             2003
                                                      ---------------   -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                   <C>               <C>
    Net loss                                          $   (2,197,899)   $    364,586
                                                      ---------------   -------------

    Adjustments to reconcile net loss to net cash
    used in operating activities:
          Depreciation                                        6,214           4,787
          Depreciation of equipment                         271,777         175,388
          Amortization of deferred financing cost                 -          49,972
          Gain on extinguishment of debt                          -      (1,425,448)
          Stock issued for interest expense                                  30,000
    Changes in assets and liabilities:
       Accounts receivable                                  (76,598)              -
       Inventory                                            (22,452)
       Prepaid expenses                                     (58,495)
       Other assets                                               -           3,947
       Accounts payable and accrued expenses                688,003          79,965
                                                     ---------------   -------------
    Net cash used in operating activities                (1,389,450)       (716,803)
                                                     ---------------   -------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of equipment                               (684,213)         (5,245)
    Loan to technology partner                                    -        (155,000)
    Other                                                   (18,300)              -
                                                     ---------------   -------------
NET CASH USED IN INVESTING ACTIVITIES                      (702,513)       (160,245)
                                                     ---------------   -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from exercise of warrants                            -           5,000
    Proceeds from private placement                         313,000               -
    Proceeds from notes payable - officers                   30,300               -
    Proceeds from convertible debentures                    500,000               -
    Adjustment of notes from restructuring                        -         685,508
    Proceeds from notes payable                           1,256,405         185,000
                                                     ---------------   -------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 2,099,705         875,508
                                                     ---------------   -------------

INCREASE (DECREASE) IN CASH                                   7,742          (1,540)

CASH - BEGINNING OF PERIOD                                    6,845           4,791
                                                     ---------------   -------------

CASH - END OF PERIOD                                 $       14,587    $      3,251
                                                     ===============   =============

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 notes payable into equity       $      919,083    $      4,395
                                                     ---------------   -------------

                                                     ---------------   -------------
       Common stock to be issued for notes           $      507,000    $    225,000
                                                     ---------------   -------------
       Preferred stock to be issued for notes        $            -    $    337,500
                                                     ---------------   -------------
       Acquisition of equipment for note             $       80,000    $          -
                                                     ===============   =============
ACQUISITION DETAILS:
       Fair value of assets acquired                 $      495,200
                                                     ---------------
       Liabilities assumed                           $      160,000
                                                     ---------------
</TABLE>

                 See notes to consolidated financial statements


<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, 2003.


Note 2--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").  This flexible equity facility may be used in whole
     or  in  part  at  our  sole  discretion,  upon  the  effective  date  of  a
     registration  statement filed with the Securities and Exchange  Commission.
     Under this agreement,  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  them to purchase  shares of our Common
     Stock at a 2% discount to the lowest daily Volume  Weighted  Average  Price
     ("VWAP") of our 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 retains complete control of the
     timing and amount of each draw down.  Cornell Capital is entitled to retain
     5% of each draw as a commitment fee.

     In connection with the Standby Equity Distribution  Agreement,  the Company
     issued  to  Cornell  Capital  2,990,000  shares  of our  Common  Stock as a
     commitment fee, as well as a three year warrant to purchase  400,000 shares
     of our  Common  Stock at $0.108  per  share.  The  Company  also  issued to
     Newbridge  Securities  Corporation  10,000  shares of our  Common  Stock as
     partial compensation for their services as placement agent.

     Simultaneously,  the Company entered into a Securities  Purchase  Agreement
     with Cornell  Capital,  pursuant to which  Cornell  Capital was required to
     purchase $550,000 of three year, 5%, secured convertible debentures used as
     a bridge loan to fund  operations  through the  registration  process.  The
     Company  issued a  $350,000  debenture  on March 19,  2004,  and a $200,000
     debenture on May 10, 2004. The debentures  have due dates of March 19, 2007
     and May 10, 2007 respectively.  The Company filed a registration  statement
     with  the  Securities   and  Exchange   Commission  on  May  7,  2004.  The
     registration  statement was subsequently  declared  effective by the SEC on
     June 7, 2004. The debenture is secured by all of the assets of the Company.
     The debenture is convertible at a conversion price equal to $.108 per share
     (which was 120% of the closing bid price of the  Company's  Common Stock as
     of the closing  date).  However,  if on the date of conversion the VWAP for
     the five trading dates  immediately  preceding the Conversion Date is lower
     than $.09,  the  conversion  price shall be adjusted to 80% of the VWAP for
     the five trading  dates  immediately  preceding  the  Conversion  Date.  In
     addition,  if the conversion price falls below $.09, Cornell Capital cannot
     convert  more than  $50,000  per  week,  and the  Company  can on up to two
     occasions prevent Cornell Capital from converting for up to 5 trading days.
     The  convertible  debenture  is  stated  net of the  beneficial  conversion
     feature.

<PAGE>

Note 3 --Notes Payable

     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
     is  repayable  out  of the  proceeds  of the  Standby  Equity  Distribution
     Agreement,  and was to be paid in full by November 8, 2004.  The Company is
     attempting  to  negotiate an extension  with Cornell  Capital.  The Company
     intends to repay this promissory  note utilizing  proceeds from the Standby
     Equity Distribution Agreement.

     During the period  from June 1 through  September  30,  2004,  the  Company
     issued   14,169,837  shares  of  common  stock  under  the  Standby  Equity
     Distribution  Agreement  and utilized  $312,084 of proceeds in repayment of
     the Promissory Note.

     During July 2004, the Company issued  4,166,666 shares of common stock upon
     conversion of $50,000 of the Convertible Debenture.

     During  August 2004,  the Company  borrowed  $50,000 (net of expenses) 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.

     During  September 2004, the Company borrowed $75,000 (net of expenses) 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.

     During June 2004,  the Company in connection  with the  acquisition  of the
     assets of  iDockUSA  issued a six  month  term  note of  $80,000.  The note
     carries no interest.

     During  August 2004,  the Company in  connection  with the  acquisition  of
     AuthDirect,  Inc. issued a note in the amount of $130,000. The note carries
     no interest. In addition, the Company recorded a liability to issue $54,000
     of common stock (1,500,000 shares) at a price of $0.036.

     During  February  2004,  the Company  raised an aggregate of $5,000 (net of
     expenses) from an officeron a short term note.

     In May 2004,  the  Company  reached  agreement  with one of its  lenders to
     convert  $200,000  of  principal  and  $26,746  of  accrued  interest  into
     4,000,000  shares of common stock at the market price of $0.056 on the date
     of agreement.  Final documents related to this settlement were completed in
     August  2004,  and the  issuance of shares will take place if  shareholders
     approve an increase in the authorized shares.

     In July 2004,  the  Company  reached  agreement  with one of its lenders to
     convert  $150,000  of  principal  and  $22,500  of  accrued  interest  into
     8,625,000  shares of common stock to be issued on a quarterly  basis in the
     amount of 281,000  shares per  quarter at a price of $0.024 per share,  the
     average price on the date of  agreement.  Final  documents  related to this
     settlement  were  completed in August 2004, and the issuance of shares will
     take place if shareholders approve an increase in the authorized shares.

     In September 2003, we 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, we made a payment of $100,000  against the $475,000 owed to
     SchlumbergerSema;  however  since  November,  2003, we have made no further
     payments to SchlumbergerSema and are presently in default.

<PAGE>

Note 4 - Private Placement

     During  January  2004,  the Company  raised an aggregate of $67,000 (net of
     expenses) from an unrelated,  qualified  investor through the sale of stock
     at $0.067 per share pursuant to a private placement memorandum.

     During  February  2004,  the Company raised an aggregate of $92,000 (net of
     expenses) from unrelated,  qualified investors through the sale of stock at
     $0.067 per share pursuant to a private placement memorandum.

     During March 2004,  the Company  raised an  aggregate  of $135,000  (net of
     expenses) from unrelated,  qualified investors through the sale of stock at
     $0.067 per share pursuant to a private placement memorandum.

     The Private Placements are shown as a liability on the books of the Company
     until such time as the shares are issued.


Note 5 - Subsequent Events

     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 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.  The  response  is not
     currently due. The Company believes that plaintiffs allegations are without
     merit and  intends to  vigorously  defend  this  lawsuit.  The  Company has
     accrued $130,000 with regard to this case.


Note 6 - Settlements

     In April  2004,  the Company  issued  5,633,333  shares of common  stock to
     Laurus  Master  Fund in full  settlement  of cash due  from the  previously
     negotiated settlement of $450,000 and the remaining balance of common stock
     due of $57,000  per the terms of the July 2003  settlement  agreement.  The
     average  issuance price of $0.09 per share was based on the market price on
     date of issuance.


Note 7 - Litigation

     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 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.  The  response  is not
     currently due. The Company believes that plaintiffs allegations are without
     merit and  intends to  vigorously  defend  this  lawsuit.  The  Company has
     accrued $130,000 with regard to this case.


Note 8 - Acquisitions

     In December 2003, the Company acquired the outstanding shares, for $200,000
     of market value stock, of Airport Network Solutions, Inc. (ANS) a privately
     held  corporation  that designs and manages Wi-Fi solutions for the airport
     industry. It is operated as a wholly-owned subsidiary.

     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 the outstanding  shares,  for $215,200
     of cash, notes, stock, and warrants,  of AuthDirect,  Inc. a privately held
     corporation  that  provides  back office  settlement  services  and network
     monitoring  for  Wi-fi   providers.   It  is  operated  as  a  wholly-owned
     subsidiary.

<PAGE>

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



     Assets                              ANS       iDockUSA       AuthDirect
                                     ---------     --------       ----------
        Current assets               $  16,945     $      0       $    7,070
        Property and equipment         113,643      200,000          200,000
        Customer lists and contracts   219,412            0           88,130

     Liabilities
        Current liabilities            150,000            0           80,000
                                     ---------    ---------       ----------
     Net purchase price              $ 200,000    $ 200,000       $  215,200
                                     =========    =========       ==========

     The following  Unaudited pro forma consolidated  results of operations have
     been prepared as if the  acquisition of ANS,  iDockUSA,  and AuthDirect had
     occurred as of the following period:


                            For the nine months ended  For the nine months ended
                                 September 30, 2003         September 30, 2004

     Net revenues            $           322,237       $            959,690
     Net  profit (loss) from $           297,759       $         (2,169,662)
     continuing operations
     Net  profit (loss) per  $             (0.00)      $              (0.02)
     share  from continuing
     operations



Note 9 - Warrants

     In June 2004,  the Company issued two, three year warrants for the purchase
     of up to 1,000,000 shares of common stock at an exercise price of $0.05 per
     share to Joseph Kerrigan and Michael Taylor, former principals of iDockUSA,
     which was acquired in June 2004.

     In September 2004, the Company issued a three year warrant for the purchase
     of up to 1,500,000 shares of common stock at an exercise price of $0.05 per
     share in connection with the acquisition of AuthDirect.

<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.

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.

     ICOA,  Inc.  is a provider of  neutral-host  wireless  and wired  broadband
Internet  networks in high  traffic  public  locations.  ICOA  provides  design,
installation,  operations,  maintenance  and  management of neutral,  common-use
802.11x  standard  WLAN  Wi-Fi hot spot and hot zone  infrastructure  throughout
airport facilities, quick service restaurants,  marinas,  hospitality, and metro
zones.  ICOA  currently  owns,  operates or manages  over 650  installations  in
locations  serving  more  than 22  million  annual  patrons,  including  the San
Francisco  International Airport (SFO), Spokane International Airport (GEG), the
Greater Baton Rouge, Louisiana Airport (BTR),  Sacramento  International Airport
(SMF),  Manchester Airport (MHT),  Savannah/Hilton  Head  International  Airport
(SAV),  Charleston  International Airport (CHS),  Fresno-Yosemite  International
Airport (FYI),  Killeen Municipal Airport (GRK), 425 Panera Bread locations,  36
marinas in  California  and Virginia,  and hot zones in Lexington,  KY and Rhode
Island's Newport Harbor.

     Management is focused on creating  shareholder  value through rapid organic
growth of its  vertically-focused  subsidiaries,  offering  value-added services
layered  over  these  rapidly   growing  public  access   networks  and  through
highly-screened  complementary  acquisitions  augmenting  the  Company's  strong
broadband  network  foundation.  Management  is pursuing  scalable  efficiencies
across its operating divisions in the areas of Internet  connectivity,  national
network infrastructure,  network operations,  call centers and customer support,
marketing as well as OSS, AAA and other back office systems.


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, 2003.  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, 2004 as compared to the three months ended
September 30, 2003
         and
Nine months ended September 30, 2004 as compared to the nine months ended
September 30, 2003

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, 2004,  quarterly  revenue  increased  678.5% to
$300,184 versus $38,562 for the quarter ended September 30, 2003.

The Company realized a 632.9% increase in revenue generating $778,614 in revenue
for the nine months ended  September 30, 2004 versus $106,244 in revenue for the
nine months ended September 30, 2003.

<PAGE>

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,
                                                    2004              2003                2004                2003
                                              ---------------- ------------------ -------------------- -----------------
<S>                                           <C>              <C>                <C>                  <C>
Transaction Service Fees                      $       113,160  $          38,562  $           221,392  $        106,244
Licensing Fees                                              0                  0               15,000                 0
Wi-Fi Equipment Sales and Service                     143,435                  0              457,246                 0
Managed Services                                       43,589                  0               84,976                 0
                                              ---------------- ------------------ -------------------- -----------------
                                       Total  $       300,184  $          38,562  $           778,614  $        106,244
                                              ================ ================== ==================== =================

Cost of Services consists primarily of:

                                                  For the three months ended            For the nine months ended
                                              ---------------- ------------------ -------------------- ----------------
                                               September 30,     September 30,        September 30,      September 30,
                                                   2004               2003                2004               2003
                                              ---------------- ------------------ -------------------- ----------------
Telecom/Co-Location/Hosting Costs             $        72,850  $          44,338  $           163,806  $       125,772
Wi-Fi Equipment and Installation                      132,915                  0              343,879            4,500
Managed Services                                       22,934                  0               52,559            5,246
Depreciation Expense                                   95,808             62,932              271,777          189,538
                                              ================ ================== ==================== ================
                                       Total  $       324,507  $         107,270  $           832,021  $       325,056
                                              ================ ================== ==================== ================
</TABLE>


For the quarter ended September 30, 2004 the gross loss narrowed to ($24,323) as
compared to a loss of ($68,708) for the quarter ended  September 30, 2003.  This
was in spite of an almost 52% increase in depreciation year to year ($95,808 for
the three months ended  September  30, 2004 versus  $62,932 for the three months
ended September 30, 2003).

For the nine months ended  September  30, 2004 the gross margin loss was reduced
to  ($53,407)  as compared  to a loss of  ($218,812)  for the nine months  ended
September 30, 2003.  This was in spite of an almost 43% increase in depreciation
year to year  ($271,777  for the nine  months  ended  September  30, 2004 versus
$189,538 for the nine months ended September 30, 2003).

The gross  margin,  equal to ($53,407)  for the nine months ended  September 30,
2004  was  negative  due  to  preliminary  costs  incurred  for  integration  of
acquisitions,  installation of new locations, and the continuing costs associate
with carrying excess capacity built into our Network  Operations Center which is
capable of managing a larger network.  As integration of announced  acquisitions
takes place and  additional  terminals and Wi-Fi  locations are deployed,  these
costs should be more effectively absorbed.

The  improvement  in the  gross  margin  is mainly  attributable  to  increasing
Transaction  Service Fee Revenue quarter over quarter as well as year over year,
coupled with new revenue generated through Equipment Sales and Managed Services.
Management believes this is a direct result of its focus on additional recurring
revenue from managed services coupled with travel through airports  returning to
more normal  levels  after early last year when the SARS virus caused a decrease
in  Transaction  Service Fees.  This  resulted in period over period  revenue of
Transaction  Services Fees increasing in conjunction with new revenue from Wi-Fi
Hot Spot locations coming on line. The integration of acquisitions  completed in
the fourth  quarter of 2003 and in June and August 2004 led to continued  growth
in new equipment  sales,  installation,  transaction  service fees,  and managed
service revenue during the first nine months of 2004.

<PAGE>

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 High  Speed  Internet  Terminals  and 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, 2004 these costs increased  $597,347 or 358%
to 764,151 from $166,804 for the quarter ended September 30, 2003.

For the nine months ended September 30, 2004 these costs increased $1,264,692 or
245% to $1,781,091 from $516,402 for the nine months ended September 30, 2003.

The  quarter  and year to date  increases  outlined  below are mainly due to the
Company's  addition of new personnel,  increased use of  consultants  during the
first nine months  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,
accounting  expense related to acquisitions and reviews of SEC filings,  finance
fees  associated  with  the  Convertible   Debentures  and  the  Standby  Equity
Distribution   Agreement,   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 Year to Date increases in selling, general and administrative
                                     -------------------------------------------------------------------------
                                              For the three months ended       For the nine months ended
                                                  September 30, 2004               September 30, 2004
                                            -------------------------------- -------------------------------
<S>                                                                <C>                            <C>
          Payroll                                                  $ 28,700                       $  70,400
          Consulting                                                266,000                         534,000
          Legal                                                      46,000                         145,000
          Accounting                                                  9,000                          34,000
          Finance Fees                                              105,000                         208,000
          IR / PR / Marketing                                        38,000                          52,600
          Travel & Entertainment                                     38,000                         101,000
          Other                                                      66,647                         119,689
                                            -------------------------------- -------------------------------
                  Increase Quarter and YTD                         $597,347                     $ 1,264,689
                                            ================================ ===============================
</TABLE>


Depreciation Expense included in Cost of Sales

Depreciation  expense increased $32,876 or 52% from $62,932 for the three months
ended  September  30, 2003 to $98,808 for the three months ended  September  30,
2004.

Depreciation  expense increased $82,239 or 43% from $189,538 for the nine months
ended  September  30, 2003 to $271,777 for the nine months ended  September  30,
2004.


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 by $54,653 or 83.1% from $65,764 for the three months
ended  September  30, 2003 to $120,417 for the three months ended  September 30,
2004.

Interest expense increased by $35,225 or 10.8% from $325,647 for the nine months
ended  September  30, 2003 to $360,872 for the nine months ended  September  30,
2004.

<PAGE>

The increase is  primarily  attributable  to  additional  beneficial  conversion
feature,  additional bridge loans utilized during the third quarter,  offsetting
the  restructuring of  approximately  $1.1 million in loan principal in the last
half  of  2003,  and the  completion  in  early  2003  of the  write  off of the
previously  recorded  beneficial  conversion  feature  connected  with  the 2001
convertible debentures. In addition, during the first quarter the Company raised
a  significant  portion of its cash needs  through a Private  Placement  thereby
eliminating the need for "bridge loans" earlier in the year which have typically
carried  higher  interest  rates,  and a  convertible  debenture  which  carries
interest at five percent (5%) per annum.
Net Loss

For the three  months  ended  September  30,  2004,  the  Company  had a loss of
$911,420  as  compared  to a profit of  $1,124,172  for the three  months  ended
September 30, 2003 a decrease of $2,035,592 or (181.1%).

For the  nine  months  ended  September  30,  2004,  the  Company  had a loss of
$2,197,899  as  compared  to a profit  of  $364,587  for the nine  months  ended
September 30, 2003 a decrease of $2,562,426 or (702.8%).

The  significant  difference year over year is due to the inclusion in the third
quarter of 2003 of a gain on extinguishment of debt in the amount of $1,425,448.
Otherwise,   the  loss  is  mainly  due  to  the  higher  selling,  general  and
administrative  costs incurred in the first nine months coupled with the year to
date negative gross margin.

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 $14,587 at September 30, 2004. Net cash used in
operating activities of $1,389,450 was derived from the net loss from operations
offset by  depreciation  of  equipment,  an  increase  in  accounts  receivable,
inventory, and prepaid expenses, and an increase in accounts payable and accrued
expenses.

At September 30, 2004 the Company had a working  capital  deficit of $5,115,651.
The Company made capital  expenditures of $684,213  during the nine months,  and
invested $18,300 in joint ventures and the acquisition of technology  related to
Wi-Fi.

During  January  2004,  the  Company  raised an  aggregate  of  $67,000  (net of
expenses) from an unrelated,  qualified  investor  through the sale of 1,000,000
shares of  restricted  common  stock at $0.067 per share  pursuant  to a private
placement memorandum.  The stock is currently reserved by the Company for future
issuance.

During  February  2004,  the  Company  raised an  aggregate  of $92,000  (net of
expenses)  from  unrelated,  qualified  investors  through the sale of 1,373,135
shares of  restricted  common  stock at $0.067 per share  pursuant  to a private
placement memorandum.  The stock is currently reserved by the Company for future
issuance.

During  February  2004,  the  Company  raised an  aggregate  of  $5,000  (net of
expenses) from an officer.

During March 2004, the Company raised an aggregate of $135,000 (net of expenses)
from  unrelated,  qualified  investors  through the sale of 2,014,924  shares of
restricted  common  stock at $0.067 per share  pursuant  to a private  placement
memorandum. The stock is currently reserved by the Company for future issuance.

During March 2004, the Company raised an aggregate of $312,000 (net of expenses)
from the issuance of a convertible  debenture with an institutional  investor as
described below:

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").  This flexible equity facility may be used in whole or in part at our
sole discretion,  upon the effective date of a registration statement filed with
the Securities and Exchange  Commission.  Under this  agreement,  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

<PAGE>

present  Cornell  Capital with a draw down notice,  which would  require them to
purchase  shares of our Common Stock at a 2% discount to the lowest daily Volume
Weighted  Average Price  ("VWAP") of our 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 retains complete control
of the  timing  and amount of each draw down.  Cornell  Capital is  entitled  to
retain 5% of each draw as a commitment fee.

In connection with the Standby Equity Distribution Agreement, the Company issued
to Cornell Capital  2,990,000 shares of our Common Stock as a commitment fee, as
well as a three year warrant to purchase  400,000  shares of our Common Stock at
$0.108 per share.  The Company also issued to Newbridge  Securities  Corporation
10,000 shares of our Common Stock as partial  compensation for their services as
placement agent.

Simultaneously,  the Company entered into a Securities  Purchase  Agreement with
Cornell  Capital,  pursuant to which  Cornell  Capital was  required to purchase
$550,000 of three year, 5%, secured convertible debentures used as a bridge loan
to fund  operations  through the  registration  process.  The  Company  issued a
$350,000  debenture on March 19, 2004, and a $200,000 debenture on May 10, 2004.
The debentures  have due dates of March 19, 2007 and May 10, 2007  respectively.
The Company filed a  registration  statement  with the  Securities  and Exchange
Commission on May 7, 2004. The registration  statement was subsequently declared
effective  by the SEC on June 7, 2004.  The  debenture  is secured by all of the
assets of the Company.  The debenture is convertible at a conversion price equal
to $.108 per share  (which was 120% of the  closing  bid price of the  Company's
Common Stock as of the closing date).  However, if on the date of conversion the
VWAP for the five trading dates  immediately  preceding the  Conversion  Date is
lower than $.09, the  conversion  price shall be adjusted to 80% of the VWAP for
the five trading dates  immediately  preceding the Conversion Date. In addition,
if the conversion  price falls below $.09,  Cornell  Capital cannot convert more
than  $50,000  per week,  and the  Company  can on up to two  occasions  prevent
Cornell  Capital  from  converting  for up to 5 trading  days.  The  convertible
debenture is stated net of the beneficial conversion feature.

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 is repayable  out of
the proceeds of the Standby Equity Distribution Agreement, and was to be paid in
full by November 8, 2004.  The Company is  attempting  to negotiate an extension
with  Cornell  Capital.  The  Company  intends  to repay  this  promissory  note
utilizing proceeds from the Standby Equity Distribution Agreement.

During the period from June 1 through  September  30, 2004,  the Company  issued
14,169,837  shares  of  common  stock  under  the  Standby  Equity  Distribution
Agreement and utilized $312,084 of proceeds in repayment of the Promissory Note.

During  July 2004,  the Company  issued  4,166,666  shares of common  stock upon
conversion of $50,000 of the Convertible Debenture.

In June  2004,  the  Company  issued  a 180  day  note in  connection  with  the
acquisition of the assets of iDockUSA. The note carries no interest.

During August 2004,  the Company  borrowed  $50,000 (net of expenses) 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.

During September 2004, the Company borrowed $75,000 (net of expenses) 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.

During June 2004, the Company in connection  with the  acquisition of the assets
of  iDockUSA  issued a six  month  term note of  $80,000.  The note  carries  no
interest.

During  August  2004,  the  Company  in  connection   with  the  acquisition  of
AuthDirect,  Inc.  issued a note in the amount of $130,000.  The note carries no
interest.  In addition,  the Company  recorded a liability  to issue  $54,000 of
common stock ($1,500,000 shares) at a price of $0.036.

In May 2004,  the Company  reached  agreement with one of its lenders to convert
$200,000 of principal and $26,746 of accrued  interest into 4,000,000  shares of
common  stock at the  market  price of  $0.056 on the date of  agreement.  Final
documents  related to this  settlement  were  completed in August 2004,  and the
issuance  of shares will take place if  shareholders  approve an increase in the
authorized shares.

<PAGE>

In July 2004, the Company  reached  agreement with one of its lenders to convert
$150,000 of principal and $22,500 of accrued  interest into 8,625,000  shares of
common stock to be issued on a quarterly  basis in the amount of 281,000  shares
per  quarter at a price of $0.024 per share,  the  average  price on the date of
agreement.  Final documents  related to this settlement were completed in August
2004,  and the  issuance  of shares will take place if  shareholders  approve an
increase in the authorized shares.

In August 2004, the Company reached agreement with one of its lenders to convert
$587,348  of  principal  and  approximately  $66,881  of accrued  interest  into
30,135,670  shares of common stock at an average price of $0.022 per share,  the
average  price  on the  date  of  agreement.  Final  documents  related  to this
settlement  are in  process,  and the  issuance  of shares  will  take  place if
shareholders approve an increase in the authorized shares.

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.

In September  2003,  we 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, we made
a payment of $100,000  against the $475,000  owed to  SchlumbergerSema;  however
since November,  2003, we have made no further payments to SchlumbergerSema  and
are presently in default.

During the third  quarter of fiscal  2003,  we  reached  an  agreement  with the
holders of the remaining  balance of our convertibles  debentures which resulted
in the  cancellation  of the notes and  required  us to make a cash  payment  of
$507,850 in January 2004. In addition, we agreed to issue Common Stock valued at
$225,000 on the date of issuance and preferred stock with a value of $337,500 on
the date of  issuance,  provided our  shareholders  approve a class of preferred
stock and an increase in the amount of authorized  shares of Common Stock at our
next shareholder's meeting.

In April 2004,  the Company  issued  5,633,333  shares of common stock to Laurus
Master  Fund in full  settlement  of cash  due from  the  previously  negotiated
settlement of $450,000 and the remaining  balance of common stock due of $57,000
per the terms of the July 2003 settlement agreement.  The average issuance price
of $0.09  per  share  was based on the  market  price on date of  issuance.  The
Company has received a waiver from the remaining holders postponing the due date
of this cash payment until September 30, 2004.

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 intend to seek  shareholder  approval,  and have filed a proxy statement with
the SEC, to increase  our  authorized  shares  from the current  150,000,000  to
750,000,000,  and also create a class of preferred  shares to facilitate  future
financing and acquisition  opportunities.  We anticipate  that the  shareholders
meeting will be held some time near the end of 2004 or beginning of 2005.

We need to raise a minimum of $3,000,000 through public or private debt, sale of
equity, or through use of the Standby Equity  Distribution  Agreement  following
shareholder  approval,  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.

<PAGE>

The report of our independent auditors on our financial statements for the years
ended  December  31, 2003 and 2002  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


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 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. The response is not currently  due. The Company  believes that
plaintiffs  allegations are without merit and intends to vigorously  defend this
lawsuit. The Company has accrued $130,000 with regard to this case.



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  Accounting  Officer have
concluded that the Company's  disclosure  controls and procedures  are, in fact,
effective at this  reasonable  assurance  level.  In  addition,  we reviewed our
internal  controls,  and there have been no significant  changes in our 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 September
30, 2004,  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.

<PAGE>

                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities

During  the nine  months  ended  September  30,  2004,  the  Company  issued the
following unregistered securities:

During  January  2004,  the  Company  raised an  aggregate  of  $67,000  (net of
expenses)  from an unrelated,  qualified  investor  through the sale of stock at
$0.067 per share pursuant to a private placement memorandum.

During  February  2004,  the  Company  raised an  aggregate  of $92,000  (net of
expenses)  from  unrelated,  qualified  investors  through  the sale of stock at
$0.067 per share pursuant to a private placement memorandum.

During March 2004, the Company raised an aggregate of $135,000 (net of expenses)
from  unrelated,  qualified  investors  through  the sale of stock at $0.067 per
share pursuant to a private placement memorandum.

In March 2004,  the Company issued  2,990,000  shares of common stock to Cornell
Capital as a commitment fee in connection  with the Standby Equity  Distribution
Agreement,  and a three year warrant to purchase  400,000 shares of common stock
at $0.108 per share. The shares were issued at a price of $0.09 per share.

In March 2004,  the Company  issued  10,000  shares of common stock to Newbridge
Securities  Corporation as partial  compensation for their services as placement
agent. The shares were issued at a price of $0.09 per share.

In April 2004,  the Company  issued  5,633,333  shares of common stock to Laurus
Master Fund in full  settlement  of the majority of the cash  settlement  due of
$450,000 and the remaining  balance of common stock due of $57,000 per the terms
of the July 2003 settlement  agreement.  The average issuance price of $0.09 per
share was based on the market price on date of issuance.

In May 2004,  the Company  reached  agreement with one of its lenders to convert
$200,000 of principal and $26,746 of accrued  interest into 4,000,000  shares of
common  stock at the  market  price of  $0.056 on the date of  agreement.  Final
documents  related to this  settlement  were  completed in August 2004,  and the
issuance  of shares will take place if  shareholders  approve an increase in the
authorized shares.

In June 2004,  the Company  issued  1,607,717  shares of common  stock under the
Standby  Equity  Distribution  Agreement  and  utilized  $50,000 of  proceeds in
repayment of the Promissory Note.

In July 2004, the Company  reached  agreement with one of its lenders to convert
$150,000 of principal and $22,500 of accrued  interest into 8,625,000  shares of
common stock to be issued on a quarterly  basis in the amount of 281,000  shares
per  quarter at a price of $0.024 per share,  the  average  price on the date of
agreement.  Final documents  related to this settlement were completed in August
2004,  and the  issuance  of shares will take place if  shareholders  approve an
increase in the authorized shares.

During August 2004,  the Company issued  3,339,510  shares of common stock under
the Standby Equity  Distribution  Agreement and utilized  $62,084 of proceeds in
repayment of the Promissory Note.

During August 2004,  the Company  borrowed  $50,000 (net of expenses) 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.

During September 2004, the company borrowed $75,000 (net of expenses) 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.


In August 2004, the Company reached agreement with one of its lenders to convert
$587,348  of  principal  and  approximately  $66,881  of accrued  interest  into
30,135,670  shares of common stock at an average price of $0.022 per share,  the
average  price  on the  date  of  agreement.  Final  documents  related  to this
settlement  are in  process,  and the  issuance  of shares  will  take  place if
shareholders approve an increase in the authorized shares.

<PAGE>

Item 3.  Default on Senior Securities

In September  2003,  we 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, we made
a payment of $100,000  against the $475,000  owed to  SchlumbergerSema;  however
since November,  2003, we have made no further payments to SchlumbergerSema  and
are presently in default.

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 is repayable  out of
the proceeds of the Standby Equity Distribution Agreement, and was to be paid in
full by November 8, 2004.  The Company is  attempting  to negotiate an extension
with  Cornell  Capital.  The  Company  intends  to repay  this  promissory  note
utilizing proceeds from the Standby Equity Distribution Agreement.


Item 6.  Exhibits and Reports on Form 8-K

         a) Exhibits

<TABLE>
<CAPTION>

Exhibit No.  Description                                              Location
-----------  -------------------------------------------------------  -----------------------------------------------
<C>                                                                                                        <C>
3.1          Articles of Incorporation                                Incorporated by reference to Exhibit 3.1 in
                                                                      the Registration Statement on Form SB-2 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          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

5.1          Opinion re: Legality                                     Incorporated by reverence to Exhibit 5.1 in
                                                                      the Registration Statement on Form SB-2 filed
                                                                      with the Securities and Exchange Commission on
                                                                      May 7, 2004

10.2         Standby Equity Distribution Agreement dated as of        Incorporated by reverence to Exhibit 10.2 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 reverence to Exhibit 10.3 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

10.4         Registration Rights Agreement dated as of March 2004     Incorporated by reverence to Exhibit 10.4 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

<PAGE>

10.5         Securities Purchase Agreement dated as of March 2004     Incorporated by reverence to Exhibit 10.5 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 reverence to Exhibit 10.6 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 reverence to Exhibit 10.7 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 reverence to Exhibit 10.8 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 reverence to Exhibit 10.9 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 reverence to Exhibit 10.10 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 reverence to Exhibit 10.11 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 reverence to Exhibit 10.12 in
                                                                      the Registration Statement on Form SB-2 filed
                                                                      with the Securities and Exchange Commission on
                                                                      May 7, 2004

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>


         b) Reports on Form 8-K

             Report of June 18, 2004 reporting acquisition of substantially all
             the assets of iDockUSA.
             Report of September 9, 2004 reporting the acquisitions of
             AuthDirect, Inc.

<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 15, 2004
                                                     ICOA, INC.


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



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