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, 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: 401-739-9205



--------------------------------------------------------------------------------
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 20, 2004 was
130,806,495


<PAGE>

PART I - FINANCIAL INFORMATION

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

        Unaudited Consolidated Statements of Operations for the
        six months ended June 30, 2004 and 2003............................ 2

        Unaudited Consolidated Statements of Cash Flows for the
        six months ended June 30, 2004 and 2003............................ 3

        Notes to the Unaudited Consolidated Financial Statements...........4-6

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations..........................................7-11

Item 3. Controls and Procedures............................................ 12


PART II - OTHER INFORMATION................................................ 13

Item 2. Changes in Securities.............................................. 13

Item 3. Default on Senior Securities....................................... 13

Item 6. Exhibits and Reports on Form 8-K...................................14-15


SIGNATURES


<PAGE>

                          ICOA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 JUNE 30, 2004
                                  (UNAUDITED)

                                     ASSETS

CURRENT ASSETS
  Cash                                                           $      410,932
  Account receivable                                                    116,539
  Inventory                                                              21,041
  Prepaid expenses and other current assets                              72,503
                                                                 ---------------
    TOTAL CURRENT ASSETS                                                621,015

EQUIPMENT, net                                                        1,180,273

OTHER ASSETS
  Other                                                                  60,000
  Deposits                                                                  705
                                                                 ---------------

    TOTAL OTHER ASSETS                                                   60,705
                                                                 ---------------

                                                                 $    1,861,993
                                                                 ===============



                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable and accrued expenses                          $    1,391,464
  Notes Payable                                                       2,148,748
  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                       294,000
  Preferred stock to be issued for settlements                          337,500
                                                                 ---------------
    TOTAL CURRENT LIABILITIES                                         4,920,285

  Convertible Debenture                                                 383,841

STOCKHOLDERS' DEFICIT
  Common stock, $.0001 par value; authorized shares -
    150,000,000; 130,806,495 shares issued and outstanding               13,081
  Deferred equity finance costs                                        (220,000)
  Additional paid-in capital                                          8,213,206
  Accumulated deficit                                               (11,448,420)
                                                                 ---------------
    TOTAL STOCKHOLDERS' DEFICIT                                      (3,442,133)
                                                                 ---------------

                                                                 $    1,861,993
                                                                 ===============

                 See notes to consolidated financial statements

                                       1

<PAGE>

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

<TABLE>
<CAPTION>

                                                       Three Months Ended June 30,           Six Months Ended June 30,
                                                    ----------------  ----------------   ----------------   ---------------
                                                         2004              2003               2004               2003

                                                    ----------------  ----------------   ----------------   ---------------
REVENUES
<S>                                                 <C>               <C>                <C>                <C>
  Transaction service fees                          $        60,462   $        28,958    $       108,230    $       67,682
  Licensing fees                                                  0                 0             15,000                 0
  Equipment sales and installation                          255,800                 0            313,812                 0
  Managed services                                           22,127                 0             41,387                 0
                                                    ----------------  ----------------   ----------------   ---------------
                   TOTAL REVENUE                            338,389            28,958            478,429            67,682
                                                    ----------------  ----------------   ----------------   ---------------
COST OF SERVICES
  Telecommunications costs                                   48,711            49,122             90,957            82,053
  Equipment and installation                                159,414             4,500            210,964             4,500
  Managed service                                            17,849                 0             29,624             5,246
  Depreciation                                               94,957            63,734            175,969           126,606
                                                    ----------------  ----------------   ----------------   ---------------
              TOTAL COST OF SERVICES                        320,931           117,356            507,514           218,405
                                                    ----------------  ----------------   ----------------   ---------------
Gross Margin                                                 17,458           (88,398)           (29,085)         (150,723)

OPERATING EXPENSES:
  Selling, general and administrative                       603,776           194,214          1,011,247           346,302
  Depreciation                                                2,452               682              5,693             2,349
                                                    ----------------  ----------------   ----------------   ---------------
TOTAL OPERATING EXPENSES                                    606,228           194,897          1,016,940           348,652
                                                    ----------------  ----------------   ----------------   ---------------
Operating profit (loss)                                    (588,770)         (283,295)        (1,046,025)         (499,375)

Interest expense                                            122,372           146,352            186,055           260,512
                                                    ----------------  ----------------   ----------------   ---------------
Net Income (Loss)                                   $      (711,142)  $      (429,647)   $    (1,232,080)   $     (759,887)
                                                    ================  ================   ================   ===============
BASIC AND DILUTED - LOSS PER SHARE                  $         (0.01)  $         (0.00)   $         (0.01)   $        (0.01)
                                                    ================  ================   ================   ===============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
                 Basic and Diluted                      129,734,684       101,632,112        125,650,064        99,298,778
                                                    ================  ================   ================   ===============

</TABLE>

                 See notes to consolidated financial statements

                                        2

<PAGE>

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

<TABLE>
<CAPTION>

                                                   For the Six Months Ended June 30,
                                                   ---------------------------------
                                                         2004              2003
                                                   ----------------   --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                <C>              <C>
    Net loss                                       $    (1,232,080) $      (759,585)
                                                   ----------------   --------------
    Adjustments to reconcile net loss to
       net cash used in operating activities:
          Depreciation                                       5,693            3,191
          Depreciation of equipment                        175,969          127,367
          Amortization of deferred financing cost                -           49,972
          Non-cash interest due equipment vendor                 -           67,356
          Stock issued for interest expense                                  30,000
    Changes in assets and liabilities:
       Accounts receivable                                 (60,630)               -
       Inventory                                           (21,041)
       Prepaid expenses                                    (72,503)
       Other assets                                              -            3,947
       Accounts payable and accrued expenses               224,013          235,394
                                                   ----------------   --------------
    Net cash used in operating activities                 (980,579)        (242,358)
                                                   ----------------   --------------
CASH FLOWS FROM INVESTING ACTIVITIES
    Acquisition of equipment                              (337,234)          (5,245)
    Loan to technology partner                                   -          (90,000)
    Other                                                  (38,300)               -
                                                   ----------------   --------------
NET CASH USED IN INVESTING ACTIVITIES                     (375,534)         (95,245)
                                                   ----------------   --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from exercise of warrants                           -            5,000
    Proceeds from private placement                        294,000                -
    Proceeds from notes payable - officers                  30,300                -
    Proceeds from convertible debentures                   550,000                -
    Proceeds from notes payable                            885,900          334,502
                                                   ----------------   --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                1,760,200          339,502
                                                   ----------------   --------------
INCREASE (DECREASE) IN CASH                                404,087            1,898

CASH - BEGINNING OF PERIOD                                   6,845            4,791
                                                   ----------------   --------------
CASH - END OF PERIOD                               $       410,932    $       6,690
                                                   ================   ==============
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     $        50,000    $       4,395
                                                   ----------------   --------------
       Issuance of stock to settle notes payable   $       507,000    $           -
                                                   ================   ==============
       Acquisition of equipment for note           $        80,000    $           -
                                                   ================   ==============
ACQUISITION DETAILS:
       Fair value of assets acquired               $       200,000
                                                   ----------------
       Liabilities assumed                         $        80,000
                                                   ----------------

</TABLE>

                 See notes to consolidated financial statements

                                        3

<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 received $350,000 of the proceeds of
         this debenture on March 19, 2004, and $200,000 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.

                                        4

<PAGE>

Note 3 --Notes Payable (language below replaces first paragraph)

         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, or shall be paid in full within 144 calendar
         days of issuance. The Company intends to repay this promissory note
         utilizing proceeds from the Standby Equity Distribution Agreement.

         During 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.

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

         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.



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.


Note 5 - Subsequent Events

         In May 2004, the Company reached agreement with one of its lenders to
         convert $200,000 of principal and approximately $22,000 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 are in process, 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 approximately $28,151 of accrued
         interest into 7,500,000 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 are in process, and the issuance
         of shares will take place if shareholders approve an increase in the
         authorized shares.

         In July 2004, the Company was notified that Street Search, LLC, and SSJ
         Enterprises, LLC, intend to initiate a claim arising from their
         allegations that they are entitled to: (i) 30,000,000 shares of the
         Company's common stock, and (ii) three-year warrants granting holders
         the right to purchase 40,000,000 shares of the Company's common stock
         at $0.25 for the first 10,000,000 shares, $0.50 for the second
         10,000,000 shares, $0.75 for the third 10,000,000 shares and at $1.00
         for the last 10,000,000 shares. Street Search, LLC, SSJ Enterprises,
         LLC, and the Company have initiated negotiations with respect to such
         claim; however, no assurance can be made that any settlement will be
         reached. The Company has accrued the amount it has offered in
         settlement on the June 30, 2004 Financial Statements.

         In July 2004, the Company issued 9,222,610 shares of common stock to
         Cornell Capital Partners in connection with the conversion of $200,000
         of the Promissory Note.

                                       5

<PAGE>

         In July 2004, the Company issued 4,166,666 shares of common stock to
         Cornell Capital Partners in connection with the conversion of $50,000
         of the Convertible Debentures.

         In August 2004, the Company issued 3,339,510 shares of common stock to
         Cornell Capital Partners in connection with the conversion of $62,084
         of the Promissory Note.

         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.


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 - 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.

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

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

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


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

<TABLE>
<CAPTION>

                                       For the six months ended    For the six months ended
                                            June 30, 2003                June 30, 2004
------------------------------------- --------------------------- ----------------------------
<S>                                   <C>                         <C>
Net revenues                          $             190,437       $            503,858
------------------------------------- --------------------------- ----------------------------
Net profit  (loss)  from  continuing  $           (794,416)       $        (1,224,099)
operations
------------------------------------- --------------------------- ----------------------------
Net  profit  (loss)  per share  from
continuing operations                 $                 (0.01)    $                 (0.01)
------------------------------------- --------------------------- ----------------------------
</TABLE>

                                       6

<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 major provider of neutral-host broadband Internet
networks and Managed Services in high traffic public locations, including
airports, restaurants, marinas, hospitality, transportation and conference
centers, and a VAR of broadband wireless equipment. The company operates
neutral-host networks of high-speed broadband wireless (802.11 Wi-Fi Hotspots)
and wired Internet terminals (WebCenter3000(TM)) in over 410 locations
nationwide. We currently operate or manage installations at the San Francisco
International Airport, the Greater Baton Rouge, Louisiana Airport, the
Sacramento-CA Airport, the Fresno-CA Airport, the Savanna-GA Airport,
Manchester-NH Airport, Spokane-WA Airport, Wi-Fi `Hot Zones' in the harbor
districts of Newport, Rhode Island and Boston's South End, 33 marinas, as well
as in 325+ Panera Bread locations and several prestigious hotels.

         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 June 30, 2004 as compared
to the three months ended June 30, 2003
    and
Six months ended June 30, 2004 as compared to
the six months ended June 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 June 30, 2004, quarterly revenue increased 1,168.5% to $338,389
versus $28,958 for the quarter ended June 30, 2003.

The Company realized a 606.9% increase in revenue generating $478,429 in revenue
for the six months ended June 30, 2004 versus $67,682 in revenue for the six
months ended June 30, 2003.

                                       7

<PAGE>



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

                                                  For the three months ended            For the six months ended
                                                 June 30,          June 30,            June 30,            June 30,
                                                   2004              2003                2004                2003
                                              ---------------- ------------------ -------------------- -----------------
<S>                                           <C>              <C>                <C>                  <C>
Transaction Service Fees                      $        60,462  $          28,958  $           108,230  $         67,682
Licensing Fees                                              0                  0               15,000                 0
Wi-Fi Equipment Sales and Service                     255,800                  0              313,812                 0
Managed Services                                       22,127                  0               41,387                 0

                                              ---------------- ------------------ -------------------- -----------------
                                       Total  $       338,389  $          28,958  $           478,429  $         67,682
                                              ================ ================== ==================== =================

Cost of Services consists primarily of:

                                                  For the three months ended             For the six months ended
                                              ------------------------------------ -------------------------------------
                                                 June 30,           June 30,            June 30,           June 30,
                                                   2004               2003                2004               2003
                                              ---------------- ------------------- -------------------- ----------------
Telecom/Co-Location/Hosting Costs             $        48,711  $           49,122  $            90,957  $        82,053
Wi-Fi Equipment and Installation                      159,414               4,500              210,964            4,500
Managed Services                                       17,849                   0               29,624            5,246
Depreciation Expense                                   94,957              63,734              175,969          126,606
                                              ================ =================== ==================== ================
                                       Total  $       320,931  $          117,356  $           507,514  $       218,405
                                              ================ =================== ==================== ================
</TABLE>


For the quarter ended June 30, 2004 the gross margin turned positive by $17,458
as compared to a loss of ($88,398) for the quarter ended June 30, 2003. This was
in spite of an almost 49% increase in depreciation year to year ($94,957 for the
three months ended June 30, 2004 versus $63,734 for the three months ended June
30, 2003).

For the six months ended June 30, 2004 the gross margin loss was reduced to
($29,085) as compared to a loss of ($150,723) for the six months ended June 30,
2003. This was in spite of an almost 39% increase in depreciation year to year
($175,969 for the six months ended June 30, 2004 versus $126,606 for the six
months ended June 30, 2003).

The gross margin, equal to ($29,085) for the six months ended June 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
better 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 because travel through airports returned to more
normal levels after early last year when the SARS virus caused a decrease. 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 led to
continued growth in new equipment sales, installation, and managed service
revenue throughout the first half of 2004.

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.

                                       8

<PAGE>

For the quarter ended June 30, 2004 these costs increased $409,562 or 211% to
603,776 from $194,214 for the quarter ended June 30, 2003.

For the six months ended June 30, 2004 these costs increased $664,945 or 192% to
$1,011,247 from $346,302 for the six months ended June 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 consults during the first
six 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 six months ended
                                                     June 30, 2004              June 30, 2004
<S>                                                       <C>                        <C>
          Payroll                                         $          0               $     42,000
          Consulting                                           184,000                    268,000
          Legal                                                 37,000                    113,000
          Accounting                                            29,000                     37,000
          Finance Fees                                         103,000                    104,000
          Travel & Entertainment                          $     42,000                     63,000
                  Increase Quarter and YTD                $    395,000               $    627,000
                                            =========================== ==========================
</TABLE>


Depreciation Expense included in Cost of Sales

Depreciation expense increased $31,223 or 49% from $63,734 for the three months
ended June 30, 2003 to $94,957 for the three months ended June 30, 2004.

Depreciation expense increased $49,363 or 39% from $126,606 for the six months
ended June 30, 2003 to $175,969 for the six months ended June 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 decreased by $23,980 or 16.4% from $146,352 for the three
months ended June 30, 2003 to $122,372 for the three months ended June 30, 2004.

Interest expense decreased by $74,475 or 28.6% from $260,512 for the six months
ended June 30, 2003 to $186,055 for the six months ended June 30, 2004.

The decrease is primarily attributable to 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 additional "bridge loans"
which have typically carried higher interest rates, and a convertible debenture
which carries interest at five percent (5%) per annum.

                                       9

<PAGE>

Net Loss

For the three months ended June 30, 2004, the Company had a loss of $711,142 as
compared to a loss of $429,647 for the three months ended June 30, 2003 an
increase of $281,495 or 65.5%.

For the six months ended June 30, 2004, the Company had a loss of $1,232,080 as
compared to a loss of $759,887 for the six months ended June 30, 2003 an
increase of $472,193 or 62.1%.

The loss is mainly due to the higher selling, general and administrative costs
incurred in the first six 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 $410,932 at June 30, 2004. Net cash used in
operating activities of $980,579, 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 June 30, 2004 the Company had a working capital deficit of $4,299,270. The
Company made capital expenditures of $337,234 during the six months, and
invested $38,300 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
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.

                                       10

<PAGE>

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 received
$350,000 of the proceeds of this debenture on March 19, 2004, and $200,000 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, or shall be paid in
full within 144 calendar days of issuance. The Company intends to repay this
promissory note utilizing proceeds from the Standby Equity Distribution
Agreement.

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

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.

                                       10

<PAGE>

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 during the third quarter of 2004.

We need to raise a minimum of $1,500,000 through public or private debt or sale
of equity to install additional Internet terminals, continue expanding our
managed services and 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.

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

In May 2004, the Company reached agreement with one of its lenders to convert
$200,000 of principal and approximately $22,000 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 are in process, 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 approximately $28,151 of accrued interest into
7,500,000 shares of common stock to be issued on a quarter 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 are in
process, and the issuance of shares will take place if shareholders approve an
increase in the authorized shares.

In July 2004, the Company was notified that Street Search, LLC, and SSJ
Enterprises, LLC, intend to initiate a claim arising from their allegations that
they are entitled to: (i) 30,000,000 shares of the Company's common stock, and
(ii) three-year warrants granting holders the right to purchase 40,000,000
shares of the Company's common stock at $0.25 for the first 10,000,000 shares,
$0.50 for the second 10,000,000 shares, $0.75 for the third 10,000,000 shares
and at $1.00 for the last 10,000,000 shares. Street Search, LLC, SSJ
Enterprises, LLC, and the Company have initiated negotiations with respect to
such claim; however, no assurance can be made that any settlement will be
reached. The Company has accrued the amount it has offered in settlement on the
June 30, 2004 Financial Statements.

In August 2004, the Company reached agreement with one of its lenders to convert
$587,348 pf 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.

                                       11

<PAGE>

Item 3. - Controls and Procedures

(A)  Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
Principal Executive Officer and Principal Financial Officer of the effectiveness
of the design and operation of the Company's disclosure controls and procedures.
The Company's disclosure controls and procedures are designed to provide a
reasonable level of assurance of achieving the Company's disclosure control
objectives. The Company's Principal Executive Officer and Principal 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 connections with the evaluation of the Company's internal controls during the
quarter ended June 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.


                                       12

<PAGE>


                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities

During the six months ended June 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 approximately $22,000 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 are in process, 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 to Cornell
Capital Partners in connection with a Put in the amount of $50,000 under the
Standby Equity Distribution Agreement.

In July 2004, the Company reached agreement with one of its lenders to convert
$150,000 of principal and approximately $28,151 of accrued interest into
7,500,000 shares of common stock to be issued on a quarter 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 are in
process, 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 after
shareholders approve an increase in the authorized shares.



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.

                                       13

<PAGE>

Item 6.  Exhibits and Reports on Form 8-K

         a) Exhibits

<TABLE>
<CAPTION>

Exhibit No.           Description                                              Location
-----------           -------------------------------------------------------- ------------------------------------------------
<C>                   <S>                                                      <S>                                        <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

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

                                       14

<PAGE>

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.

                                       15

<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 20, 2004
                                                     ICOA, INC.


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



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