SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 FORM 10-QSB / A
                                 Amendment No. 2


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

         For the quarterly period ended September 30, 2003

                                       OR

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

         For the transition period from ______________to ______________

                         Commission file number 0-32513


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

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

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

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

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

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

       Yes      X    No  ___
             -------


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



The number of shares of common stock outstanding as of November 13, 2003 was
117,565,445


<PAGE>


PART I - FINANCIAL INFORMATION

Item 1.        Unaudited Consolidated Balance Sheet at September 30, 2003

               Unaudited Consolidated Statements of Operations for the six
               months ended September 30, 2003 and 2002

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

               Notes to the Unaudited Consolidated Financial Statements

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

Item 3.        Controls and Procedures

PART II - OTHER INFORMATION

Item 6.        Exhibit 31
               Exhibit 32



SIGNATURES


<PAGE>

                            ICOA, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2003
                                    RESTATED


                                     ASSETS

CURRENT ASSETS:
    Cash                                                       $      3,251
    Accounts Receivable                                                   0
    Prepaid expenses and other current assets                             0
    Advance to officer                                                    0
                                                               -------------
       TOTAL CURRENT ASSETS                                           3,251
                                                               -------------
EQUIPMENT, net                                                      732,757

OTHER ASSETS:
    Advance to affiliates                                           155,000
    Deferred finance costs                                                0
    Deposits                                                            505
                                                               -------------
       TOTAL OTHER ASSETS                                           155,505
                                                               -------------
                                                               $    891,513
                                                               =============
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                      $  1,298,257
    Notes payable                                                 1,480,034
    Notes payable - Officers                                        118,273
    Due to equipment vendor                                         475,000
    Common stock to be issued for settlements                       225,000
    Preferred stock to be issued for settlements                    337,500
                                                               -------------
       TOTAL CURRENT LIABILITIES                                  3,934,064


STOCKHOLDERS' DEFICIT:
    Common stock, $.0001 par value; authorized
     shares - 150,000,000 shares; 104,965,445 shares
     issued and outstanding                                          10,496
    Additional paid-in capital                                    6,162,131
    Accumulated deficit                                          (9,215,178)
                                                               -------------
       TOTAL STOCKHOLDERS' DEFICIT                               (3,042,551)
                                                               -------------
                                                               $    891,513
                                                               =============




                 See notes to consolidated financial statements

                                       F-3

<PAGE>

                 ICOA, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF OPERATIONS
                         RESTATED


<TABLE>
<CAPTION>

                                                 Three Months Ended September 30,    Nine Months Ended September 30,
                                                ----------------------------------  --------------------------------
                                                        2003           2002                 2003              2002
                                                 -------------     -------------     -------------     -------------
<S>                                              <C>               <C>               <C>               <C>
REVENUES                                         $     38,562      $    81,751       $    106,244      $    200,225

COST OF SERVICES                                      107,270          131,400            325,056           322,828
                                                 -------------     -------------     -------------     -------------
GROSS MARGIN                                          (68,708)         (49,649)          (218,812)         (122,603)

OPERATING EXPENSES:
    Selling, general and administrative               188,557          233,894            534,964           546,248
    Depreciation                                        1,596              950              4,787             2,415
    Gain on Extinguishment of Debt                 (1,425,448)                         (1,425,448)
                                                  ------------      ------------      ------------     -------------
       TOTAL OPERATING EXPENSES                    (1,235,295)         234,844           (885,697)          548,664
                                                  ------------      ------------      ------------     -------------
OPERATING INCOME (LOSS)                             1,166,587         (284,493)           666,885          (671,267)

INTEREST EXPENSE                                     (224,964)        (125,376)          (484,847)         (313,238)

NET INCOME (LOSS)                                $    941,623      $  (409,869)      $    182,038      $   (984,504)
                                                 =============     =============     =============     =============
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE    $       0.01      $     (0.00)      $       0.00      $      (0.01)
                                                 =============     =============     =============     =============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING        104,965,445       87,965,445        101,187,667        79,205,620
       Basic and Diluted                         =============     =============     =============     =============

</TABLE>



                 See notes to consolidated financial statements

                                       F-4

<PAGE>

                            ICOA, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    RESTATED
<TABLE>
<CAPTION>

                                                             For the Nine Months Ended September 30,
                                                             ---------------------------------------
                                                                   2003                   2002
                                                             -----------------     ----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                          <C>                   <C>
     Net loss                                                $        182,038      $      (984,504)
                                                             -----------------     -----------------
     Adjustments to reconcile net loss to
        net cash used in operating activities:
           Depreciation                                                 4,787                2,415
           Depreciation of equipment                                  189,538              191,202
           Gain on extinguishment of debt                          (1,425,448)
           Amortization of deferred financing cost                    209,172               73,014
           Non-cash interest due equipment vendor                        -                 101,034
     Changes in assets and liabilities:
        Advance to officers                                              -                 146,856
        Decrease in accounts receivable                                                    (10,000)
        Other assets                                                    3,947                2,973
        Increase in accrued expenses                                  441,548              202,306
                                                             -----------------     -----------------
     Net cash used in operating activities                           (394,418)            (274,704)
                                                             -----------------     -----------------
CASH FLOWS FROM INVESTING ACTIVITIES
     Acquisition of equipment                                         (19,395)                -
     Advance to affiliate                                            (155,000)
                                                             -----------------     -----------------
NET CASH USED IN INVESTING ACTIVITIES                                (174,395)                -
                                                             -----------------     -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from exercise of warrants                                 5,000                 -
     Proceeds from issuance of common stock                            29,415               92,609
     Adjustment of notes from restructuring                            67,356                 -
     Proceeds from notes                                              465,502              167,050
                                                             -----------------      ----------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                             567,273              259,659
                                                             -----------------     -----------------
INCREASE (DECREASE) IN CASH                                            (1,540)             (15,045)

CASH - BEGINNING OF PERIOD                                              4,791               20,467
                                                             -----------------     -----------------
CASH - END OF PERIOD                                         $          3,251      $         5,421
                                                             =================     =================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
     INFORMATION:
        No cash payments were made for income taxes or
           interest during each of the above periods

NON-CASH INVESTING AND FINANCING ACTIVITIES:
        Conversion of debentures and interest into stock     $          4,395      $         16,408
                                                             -----------------     -----------------
        Common stock to be issued for notes                  $        225,000      $           -
                                                             -----------------     -----------------
        Preferred stock to be issued for notes               $        337,500      $           -
                                                             -----------------     -----------------

</TABLE>

                 See notes to consolidated financial statements

                                       F-5

<PAGE>

                            ICOA, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1--Basis of Interim Financial Statement Presentation

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


Note 2--Convertible Debentures

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

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

         During the quarter ended September 30, 2003, the Company settled the
         remaining balance of the convertible debentures and accrued interest.
         The full terms are more fully described in a filing on Form 8-K dated
         July 21, 2003, but include the future payment of (i) cash (payment of
         $507,850 due January 2004), (ii) issuance of $225,000 of Common Stock
         at market price at the time of issuance, and (iii) issuance of $337,500
         of preferred stock (or a convertible debenture containing similar terms
         if preferred shares are not avaialbalbe) with conversion to Common
         shares at a fixed price.


Note 3 --Notes Payable

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

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

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

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

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

         In June 2003, the company borrowed $94,779 on a short term note from an
         unrelated investment group. The note carries 15% interest and is due in
         90 days, and renews automatically for additional 90 day periods. The
         notes also carry the right under various terms to be converted into
         common stock at prices ranging from $.01 to $.025 per share.

<PAGE>

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

         In July 2003, the company borrowed $110,000 on a short term note from
         an investment group. The note carries 15% interest and is due in 90
         days, and renews automatically for additional 90 day periods. The
         company also borrowed $75,000 on a short term note from an unrelated
         individual. The note carries 25% interest and is repayable in 90 days.
         The notes also carry the right under various terms to be converted into
         common stock at prices ranging from $.01 to $.025 per share.

         In September 2003, the company reached agreement with SchlumbergerSema
         settling the outstanding equipment loan. The settlement reduces the
         balance of principle and interest to $475,000 payable over a 90 day
         period beginning in October 2003. The note carries no further interest
         accrual, and represents a savings of $917,548 in principle and accrued
         interest.


Note 4 --Subsequent Events

         From May through September 2003, the Company advanced one hundred and
         fifty five thousand dollars to two companies with whom it had
         established a strategic partnership. The funds were applied to the
         build-out of wireless internet (Wi-Fi) services in airports and
         initially were loaned under a letter of intent whereby ICOA would
         acquire specific contracts and equipment at a future date. Subsequent
         to the end of the quarter, the Company announced completion of the
         acquisition of the assets of QGO, LLC, and the signing of a definitive
         Letter of Intent with Airport Network Solutions.


Note 5 - 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.





<PAGE>


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

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

ICOA, Inc., is 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. ICOA
operates in public locations - airports, hotels, marinas, transportation and
conference centers. The Company provides fully managed broadband internet access
allowing services including: e-mail, e-fax and telephony; business services
including printing; e-commerce; and 'venue specific' advertising. ICOA currently
operates or manages installations at the San Francisco International Airport,
the Greater Baton Rouge, Louisiana Airport, Rhode Island's Newport Harbor `Hot
Zone', 100+ Panera Bread locations and several prestigious Hotels.

Management believes Wi-Fi is a logical extension of the core Public Broadband
Internet Access business as ICOA sought deployment to multiple new venues
including airports, hospitality locations, and transportation hubs. At the
majority of these locations, ICOA seeks to supplement Wi-Fi access with Internet
terminals for users who do not carry laptop computers or PDA's. ICOA plans to
install Internet terminals wherever they provide Wi-Fi access and Wi-Fi access
wherever we have Internet terminals. If successful, management anticipates
synergies will develop between the two services permitting ICOA to share costs
of Internet connectivity, national network infrastructure, and their network
operations and call centers, as well as the common credit card validation and
transaction and billing systems.


CRITICAL ACCOUNTING POLICIES

         A summary of significant accounting policies is included in Note 3 to
the audited consolidated financial statements included in the Company's Annual
Report on Form10-KSB for the year ended December 31, 2002. Management believes
that the application of these policies on a consistent basis enables the Company
to provide useful and reliable financial information about the company's
operating results and financial condition.


Results of operations

Nine months ended September 30, 2003 as compared to the nine months ended
September 30, 2002

Revenue
The Company's principal source of revenue is derived from the ownership and
operation of Internet pay phone terminals. The Company generated $106,244 in
revenue for the nine months ended September 30, 2003 versus $200,225 in revenue
for the nine months ended September 30, 2002. The revenue generated was from
Telecommunications services such as Phone, Internet, E-mail, advertising, and
license fees.

Revenue (for the nine months ended September 30, 2003)
            Service Revenue from Terminals                    $    106,244
                                                                  ========

Cost  of Services (for the nine months ended September 30, 2003) Cost of
      Services consists primarily of:
            Telecommunications Costs                     $   75,094
            Depreciation                                    189,538
            Co-Location and Hosting Services                 40,725
            Maintenance Fees                                 19,699
                                                         ----------

                                    Total                $  325,056
                                                         ==========

<PAGE>

The Gross Profit for the nine months ended September 30, 2003 was negative due
to preliminary costs incurred for 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 we integrate
announced acquisitions and continue deployment of additional terminals and Wi-Fi
locations, the gross profit will become positive. The gross profit for the nine
months ended September 30, 2003 deteriorated by almost 100% over last years
first nine months. This is primarily due to the company not having advertising
revenue this year which was realized last year for a period of several months.
In addition, the impact of the SARS virus overseas curtailed a significant
number of flights through San Francisco a major Gateway to the Far East and
until recently our largest revenue producing location. Late in the second
quarter and continuing into the third quarter, the company has seen revenue
begin to rise to normal levels based on past experience. Also during the second
quarter and continuing in the third quarter, the company began site surveys and
installation design work in anticipation of adding new locations later in the
year. Subtracting depreciation costs from the Cost of Services, the Gross Margin
for the nine months ended September 30, 2003 was a loss of $29,275 versus a gain
of $68,599 for the nine months ended September 30, 2002. This difference was
mostly due to the approximately $60,000 in advertising revenue booked in the
third quarter of 2002.

Selling, general and administrative expenses

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


These costs decreased 2.1% from $546,248 for the nine months ended September 30,
2002 to $534,964 for the nine months ended September 30, 2003. This decrease is
due to the company's general management of its overhead costs and the
elimination of a reserve for bad debt incurred in the third quarter of 2002.
Management expects general and administrative expenses in future periods to run
at increased levels over the current year in support of the growth of the
business.


Depreciation Expense included in Cost of Sales

Depreciation expense of $189,538 for the nine months ended September 30, 2003
increased by $216 over the same nine months ended September 30, 2002.


Interest Expense

Interest expense consists of interest accrued on loans and convertible notes
payable, and the beneficial conversion feature on the convertible notes.
Interest expense increased from $313,238 for the nine months ended September 30,
2002 to $484,847 for the nine months ended September 30, 2003. The increase is
primarily attributable to the write off of the previously recorded beneficial
conversion feature on the 2001 convertible debentures coupled with higher
interest rates on "bridge loans" used to cover the short term cash needs of the
Company as well as a higher loan balance for much of the quarter. Due to the
elimination of approximately $1.1 million in loan principle through
restructuring and settlements, the company expects to realize significant
savings in interest expense in future periods.


Net Loss

For the nine months ended September 30, 2003, the Company had a profit of
$182,038 as compared to a loss of $984,504 for the nine months ended September
30, 2002. The profit is mainly due to the favorable impact of the settlements
with note holders leading to extinguishment of debt and a reduction in interest
expense associated with these loans.


<PAGE>


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 $3,251 at September 30, 2003. Net cash used in
operating activities of $394,418, was derived from the net profit from
operations offset by depreciation of equipment, furniture and fixtures,
amortization of deferred finance costs, non-cash extinguishment of debt, and an
increase in interest expense.

For the nine months ended September 30, 2003 the Company had a working capital
deficit of $3,980,813. The company made capital expenditures of $19,395 during
the year, and invested $155,000 in joint ventures and the acquisition of
technology related to Wi-Fi.

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

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

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

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

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

During June 2003, the Company raised an aggregate of $94,779 (net of expenses)
from the private placement of a short term note with an unrelated investor.

During July 2003, the Company raised an aggregate of $185,000 (net of expenses)
from the private placement of short term notes with an unrelated investor.

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

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

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

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

<PAGE>

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

The settlements with the holders of the convertible debentures and
SchlumbergerSema has led to the extinguishment of approximately $1.3 million of
debt and accrued interest.

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

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

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


Subsequent Events

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

From May through September 2003, the Company advanced one hundred and fifty five
thousand dollars to two companies with whom it had established a strategic
partnership. The funds were applied to the build-out of wireless Internet
(Wi-Fi) services in airports and initially were loaned under a letter of intent
whereby ICOA would acquire specific contracts and equipment at a future date.

In October 2003, the Company announced completion of the acquisition of the
assets of QGO, LLC.

In November 2003, the Company announced the signing of a definitive Letter of
Intent with Airport Network Solutions.


<PAGE>

ITEM 3.           CONTROLS AND PROCEDURES

         As of September 30, 2003, we carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures pursuant to Exchange Act Rule 13a-14. Based upon the evaluation,
the Chief Executive Officer and Chief Financial Officer have concluded that our
disclosure controls and procedures are effective.

Changes In Internal Controls Over Financial Reporting

         In connection with the evaluation of the Company's internal controls
during the Company's third fiscal quarter ended September 30, 2003, the
Company's Principal Executive Officer/Principal Financial Officer has determined
that there are no changes to the Company's internal controls over financial
reporting that has materially affected, or is reasonably likely to materially
effect, the Company's internal controls over financial reporting.

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.



<PAGE>



                           PART II - OTHER INFORMATION

         Item 6.  Exhibits and Reports on Form 8-K

                  a) Exhibits

                           Exhibit  31
                           Exhibit  32


                  b) Reports on Form 8-K

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



<PAGE>



                                                         SIGNATURES

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

       Date:  April 28, 2004
                                                         ICOA, INC.


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