SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB



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

         For the quarterly period ended March 31, 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 May 12, 2004 was
129,198,778


<PAGE>



PART I - FINANCIAL INFORMATION

Item 1.   Unaudited Consolidated Balance Sheet at March 31, 2004............2

          Unaudited Consolidated Statements of Operations for the
          three months ended March 31, 2004 and 2003........................3

          Unaudited Consolidated Statements of Cash Flows for the
          three months ended March 31, 2004 and 2003........................4

          Notes to the Unaudited Consolidated Financial Statements..........5

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

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

PART II - OTHER INFORMATION

Item 2. Changes in Securities..............................................12

Item 3. Default on Senior Securities.......................................12

Item 6. Exhibits and Reports on Form 8-K...................................12





SIGNATURES











                                       1

<PAGE>

                           ICOA, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 March 31, 2004
                                   (Unaudited)


                                     ASSETS

CURRENT ASSETS:
    Cash                                                      $         148,629
    Account receivable                                                   37,486
    Inventories                                                           9,517
    Prepaid expenses and other current assets                            16,374
                                                              ------------------
      TOTAL CURRENT ASSETS                                              212,006

EQUIPMENT, net                                                          985,063

OTHER ASSETS:
    Other                                                                30,000
    Deferred finance costs                                               66,944
    Deferred equity finance cost                                        285,000
    Deposits                                                              5,705
                                                              ------------------
TOTAL OTHER ASSETS                                                      387,649
                                                              ------------------
                                                              $       1,584,718
                                                              ==================


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts)payable and accrued expenses                     $       1,247,434
    Notes payable                                                     1,822,048
    Notes payable - officers                                            123,273
    Due to equipment vendor                                             375,000
    Convertible debentures, in default                                        0
    Common stock to be issued for settlements                           282,000
    Common stock to be issued for private placement                     294,000
    Preferred stock to be issued for settlements                        337,500
                                                              ------------------
 TOTAL CURRENT LIABILITIES                                            4,481,255


Convertible Debenture                                                   221,714

STOCKHOLDERS' DEFICIT:
    Common stock, $.0001 par value; authorized
     shares - 150,000,000 shares; 123,565,445
     shares issued and outstanding                                       12,357
    Additional paid-in capital                                        7,606,931
    Accumulated deficit                                             (10,737,539)
                                                              ------------------

       TOTAL STOCKHOLDERS' DEFICIT                                   (3,118,251)
                                                              ------------------

                                                              $       1,584,718
                                                              ==================





                 See notes to consolidated financial statements

                                       2

<PAGE>

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


                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                         2004           2003
                                                    ------------- --------------
REVENUES
     Transaction service fees                       $     47,768  $      38,723
     Licensing fees                                       15,000           -
     Equipment sales and installation                     58,012           -
     Managed services                                     19,260           -
                                                    ------------- --------------
         TOTAL REVENUE                                   140,040         38,723
                                                    ------------- --------------


COST OF SERVICES
     Telecommunication costs                              43,303         32,931
     Equipment and installation                           49,017           -
     Managed services                                     13,250          5,246
     Depreciation                                         81,012         62,872
                                                    ------------- --------------
         TOTAL COST OF SERVICES                          186,582        101,049
                                                    ------------- --------------


GROSS MARGIN                                             (46,542)       (62,326)

OPERATING EXPENSES:
     Selling, general and administrative                 407,761        152,088
     Depreciation                                          3,240          1,667
                                                     ------------ --------------

         TOTAL OPERATING EXPENSES                        411,001        153,755
                                                     ------------ --------------

OPERATING LOSS                                          (457,543)      (216,081)

INTEREST EXPENSE                                         (63,685)      (114,160)
                                                     ------------ --------------

NET LOSS                                             $  (521,228) $    (330,241)
                                                     ============ ==============


BASIC AND DILUTED - LOSS PER SHARE                   $     (0.00) $      (0.003)
                                                     ============ ==============

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
         Basic and Diluted                           121,565,445     96,965,445
                                                     ============ ==============


                 See notes to consolidated financial statements

                                       3

<PAGE>

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


                                            For the Three Months Ended March 31,
                                            ------------------------------------
                                                   2004               2003
                                            -----------------   ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                               $       (521,228)   $      (330,241)
                                            -----------------   ----------------
     Adjustments to reconcile net loss
      to net cash used in operating
      activities:
           Depreciation                                3,240              1,667
           Depreciation of equipment                  81,012             62,873
           Amortization of deferred
            financing cost                              -                24,986
           Non-cash interest due
            equipment vendor                            -                33,678
     Changes in assets and liabilities:
        Accounts receivable                           18,423
        Inventories                                   (9,517)
        Prepaid expenses                             (16,374)
        Other assets                                  (5,000)            3,947
        Accounts payable and accrued
         expenses                                     79,984            95,978
                                            -----------------   ----------------
     Net cash used in operating activities          (369,460)          (107,113)
                                            -----------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of equipment                        (44,615)              -
     Other                                            (8,300)              -
                                            -----------------   ----------------

NET CASH USED IN INVESTING ACTIVITIES                (52,915)              -
                                            -----------------   ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments for registration and filings           (81,341)              -
     Proceeds from private placement                 294,000               -
     Proceeds from notes payable - officers            5,000               -
     Proceeds from convertible debentures            350,000               -
     Proceeds from (payment of) notes
      payable                                         (3,500)           105,429
                                            -----------------   ----------------

NET CASH PROVIDED BY FINANCING ACTIVITIES            564,159            105,429
                                            -----------------   ----------------

INCREASE (DECREASE) IN CASH                          141,784             (1,685)

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

CASH - END OF PERIOD                        $        148,629    $         3,107
                                            =================   ================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION:
        No cash payments were made for
         income taxes or interest during
         each of the above periods

NON-CASH INVESTING AND FINANCING ACTIVITIES:
        Conversion of debentures and
         interest into stock                $           -       $         1,645
                                            -----------------   ----------------


                 See notes to consolidated financial statements

                                       4

<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 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. A commission of 5% is due Cornell Capital
         Partners, LP on the gross proceeds of each draw down.

         In connection with the Standby Equity Distribution Agreement, the
         Company issued to Cornell Capital 3,000,000 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.

         Simultaneously, the Company entered into a Securities Purchase
         Agreement with Cornell Capital, pursuant to which Cornell Capital shall
         purchase $550,000 of 5% convertible debenture used as a bridge loan to
         fund operations through the registration process. The Company received
         $350,000 of the proceeds of this debenture in March 2004, and
         $200,000 in May 2004 when we filed a registration statement with the
         Securities and Exchange Commission. 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 the 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.



Note 3 --Notes Payable

         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.

                                       5

<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.


Note 5 - Subsequent Events

         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.


Note 6 - Restatement of Financial Statements

         In February 2004, the Company reclassified the `Gain on Extinguishment
         of Debt' from Other Income & Expense to Operating Expense in accordance
         with SFAS 145.






                                       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.


         We are a provider of Public Broadband Internet Access. The company
operates private networks of high-speed Internet Terminals (WebCenter3000(TM)),
and Wi-Fi (wireless Internet) Hot Spots, in over 180 locations nationwide. We
operate in public locations - airports, hotels, marinas, transportation and
conference centers. We provide fully managed broadband Internet access allowing
services including: Internet access, e-mail, e-fax and telephony; business
services including printing; e-commerce; and `venue specific' advertising. 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, and Wi-Fi `Hot Zones' in the
harbor district of Newport, Rhode Island and Boston's South End, as well as in
165+ Panera Bread locations and several prestigious hotels.

         Management believes Wi-Fi is a logical extension of the core Public
Broadband Internet Access business as we seek deployment to multiple new venues
including airports, hospitality locations, and transportation hubs. At the
majority of these locations, we seek to supplement Wi-Fi access with Internet
access terminals for users who do not carry laptop computers or PDA's. Our
objective is to install Internet access terminals wherever we provide Wi-Fi
access and Wi-Fi access wherever we have Internet access terminals. If
successful, we anticipate synergies will develop between the two services
permitting us to share costs of Internet connectivity, national network
infrastructure, and network operations and call centers, as well as the common
credit card validation and transaction and billing 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 March 31, 2004 as compared to the three months ended March
31, 2003

Revenue
Our revenue is derived from the ownership and operation of High Speed Internet
Terminals and Wi-Fi Hot Spots in public locations, and Wi-Fi equipment sales,
installation fees, and network management and maintenance services. The Company
realized a 260% increase in revenue generating $140,040 in revenue for the three
months ended March 31, 2004 versus $38,723 in revenue for the three months ended
March 31, 2003.

Revenue was generated from the following services:

                                                  March 31,          March 31,
                                                    2004                2003
                                                  ---------          ---------

    Transaction Service Fees                      $  47,768          $  38,723
    Licensing Fees                                   15,000                  0
    Wi-Fi Equipment Sales and Service                58,012                  0
    Managed Services                                 19,260                  0
                                                  ---------          ---------
                                         Total    $ 140,040          $  38,723
                                                  =========          =========

                                       7

<PAGE>

Cost of Services consists primarily of:

                                                  March 31,          March 31,
                                                     2004              2004
                                                  ---------          ---------
    Telecom/Co-Location/Hosting Costs             $  43,303          $  32,931
    Wi-Fi Equipment and Installation                 49,017                  0
    Managed Services                                 13,250              5,246
    Depreciation Expense                             81,012             62,872
                                                  ---------          ---------
                                         Total    $ 186,582          $ 101,049
                                                  =========          =========


The Gross Profit,  equal to (46,542),  for the three months ended March 31, 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 gross loss, equal to (46,542),  for the three months ended
March 31, 2004 improved over last years first three months. This was in spite of
an almost 30%  increase  in  depreciation  year to year  ($81,012  for the three
months ended March 31, 2004 versus  $62,872 for the three months ended March 31,
2003). The improvement is mainly attributable to increasing  Transaction Service
Fee Revenue year over year, coupled with new revenue generated through Equipment
Sales and Managed  Services.  Management  believes that because  travel  through
airports  returned  to more  normal  levels  after last year when the SARS virus
caused a decrease,  period  over period  revenue of  Transaction  Services  Fees
increased coupled 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
new equipment sales, installation, and managed service revenue being recorded in
the first quarter 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.


These costs increased  $255,673 or 168% from $152,088 for the three months ended
March 31, 2003 to $407,761  for the three  months  ended  March 31,  2004.  This
increase  is mainly due to the  Company's  addition  of $58,000  for several new
personnel to its overhead, an increase in consulting  fees of $115,000 during
the first quarter related to the business model, additional legal expense of
$32,000 connected  with  acquisitions and  pursuing  the World  Capital lawsuit,
and additional travel and entertainment  expense of $18,000 connected with the
sales efforts securing 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.


Depreciation Expense included in Cost of Sales

Depreciation increased $18,140 or 28% from $62,872 for the three months ended
March 31, 2003 to $81,012 for three months ended March 31, 2004.

                                       8

<PAGE>

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 $50,475 or 44.2%  from  $114,160  for the three
months  ended  March 31, 2003 to $63,685  for the three  months  ended March 31,
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.

Net Loss

For the three months ended March 31, 2004, the Company had a loss of $521,228 as
compared  to a loss of  $330,241  for the three  months  ended March 31, 2003 an
increase  of $190,987  or 57.8%.  The loss is mainly due to the higher  selling,
general and  administrative  costs incurred in quarter coupled with the 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 $148,629 at March 31, 2004. Net cash used in
operating activities of $369,460, was derived from the net loss from operations
offset by depreciation of equipment, a decrease in accounts receivable, and an
increase in accrued expenses.

At March 31, 2004 the Company had a working capital  deficit of $4,269,249.  The
Company made capital  expenditures  of $44,615 during the quarter,  and invested
$8,300 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 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, we entered into a Standby  Equity  Distribution  Agreement in the
amount of $5,000,000 with Cornell Capital Partners, LP ("Cornell Capital"). This
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 we
will have access to up to $5,000,000 over a two-year  period.  From time to time
at our sole discretion,  we 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. We retain
complete  control of the timing and amount of each draw down. A commission of 5%
is due Cornell Capital on the gross proceeds of each draw down.

In connection with the Standby Equity Distribution Agreement, we issued to
Cornell Capital 3,000,000 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.

                                       9

<PAGE>

Simultaneously, we entered into a Securities Purchase Agreement with Cornell
Capital, pursuant to which Cornell Capital shall purchase $550,000 of 5%
convertible debenture as a bridge loan to fund operations through the
registration process. We received $350,000 of the proceeds of this debenture in
March 2004, and $200,000 in May 2004 when we filed a registration statement with
the Securities and Exchange Commission. 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 the 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 we can on up to two
occasions prevent Cornell Capital from converting for up to 5 trading days.

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. The Company has received a waiver postponing the due
date of this cash payment until May 31, 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 to
500,000,000, 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 second quarter of 2004.

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

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.

                                       10

<PAGE>

Subsequent Events

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.




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

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls during the
quarter covered by this report or from the end of the reporting period to the
date of this Form 10-QSB.



                                       11

<PAGE>

                           PART II - OTHER INFORMATION

Item 2.  Changes in Securities

         During the three months ended March 31, 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 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.


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.

Item 6.  Exhibits and Reports on Form 8-K

                  a) Exhibits
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
                                       12

<PAGE>

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

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

10.4     Registration Rights Agreement dated as of March      Incorporated by reference to Exhibit 10.4 in
         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

10.5     Securities Purchase Agreement dated as of March      Incorporated by reference to Exhibit 10.5 in
         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

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

10.9     Investor Registration Rights Agreement dated as of   Incorporated by reference to Exhibit 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 reference 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       Incorporated by reference to Exhibit 10.11 in
         Capital Partners                                     the Registration Statement on Form SB-2 filed
                                                              with the Securities and Exchange Commission on
                                                              May 7, 2004

10.12    Form of Warrant                                      Incorporated by reference to Exhibit 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       Certifications pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002                           Provided herewith

32       Certifications pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002                           Provided herewith

</TABLE>


                  b) Reports on Form 8-K

                           None

                                       13

<PAGE>



                                   SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of
       1934, the registrant has duly caused this report to be signed on its
       behalf by the undersigned duly authorized.

       Date:  May 12, 2004
                                                     ICOA, INC.

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

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