UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-K/A (Amendment No. 1)  xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended September 30, 2009  OR  oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from __________ to ______________  Commission File Number 000-27865  IceWEB, Inc. (Exact name of registrant as specified in its charter)  Delaware13-2640971State or other jurisdiction of(I.R.S. Employerincorporation or organizationIdentification No.)  22900 Shaw Road, Suite 111, Sterling, VA20166(Address of principal executive offices)(Zip Code  Registrants telephone number, including area code:  (571) 287-2400  Securities registered under Section 12(b) of the Exchange Act:  Title of each className of each exchange on which registeredNoneNone  Securities registered under Section 12(g) of the Exchange Act:  Common Stock, $0.001 Par Value (Title of class) Indicate by checkmark if the registrant is a well-know seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ  Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act Yes o No þ  Indicate by checkmark 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 o  Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).    Yes o No o  Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained in this form, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x  Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  Large accelerated filer oAccelerated filer oNon-accelerated filer oSmaller reporting company x  Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o No x  State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average of the bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter.  The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold on March 31, 2009, the last business day of the registrants most recently completed second fiscal quarter was $ 2,252,355 .  Indicate the number of shares outstanding of each of the registrants classes of common equity, as of the latest practicable date.  The number of common shares issued and outstanding as of December 21, 2009 was 82,469,617 shares  DOCUMENTS INCORPORATED BY REFERENCE  List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).  None  EXPLANATORY NOTE  This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2009 of IceWEB, Inc. is being filed for the sole purpose of correcting a clerical error in the filing.  In the Form 10-K as originally filed on December 29, 2009, incorporation by reference of the consent of Sherb & Co., LLP dated October 8, 2009 on the filing of our registration statement on Form S-8 was inadvertently omitted.  This Amendment No. 1 also contains currently dated certifications as Exhibits 31.1, 31.2, 32.1 and 32.2.  No attempt has been made in this Amendment No. 1 to the Form 10-K for the fiscal year ended September 30, 2009 to modify or update any other information presented in the Form 10-K as previously filed nor does this Amendment No. 1 reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events.  Accordingly, this Amendment No. 1 should be read in conjunction with the Form 10-K previously filed and the registrants other filings with the SEC.    PART IV
ITEM 15. EXHIBITS

23.1Consent of Sherb & Co. LLP *31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer *31.2Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer *32.1Section 906 Certification of Chief Executive Officer *32.2Section 906 Certification of Chief Financial Officer *
* filed herewith


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ICEWEB, INC.July 15, 2010By:/s/ John R. SignorelloJohn R. Signorello, Chairman and Chief Executive Officer, principal
executive officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate/s/ John R. SignorelloChairman of the Board and CEO, principalJuly 15, 2010John R. Signorelloexecutive officer/s/ Mark B. LuckyChief Financial Officer, principal financialJuly 15, 2010Mark B. Luckyand accounting officer/s/ Hal ComptonDirectorJuly 15, 2010Hal Compton/s/ Raymond H. Pirtle, Jr.DirectorJuly 15, 2010Raymond H. Pirtle, Jr./s/ Joseph DruzakDirectorJuly 15, 2010Joseph Druzak/s/ Jack BushDirectorJuly 15, 2010Jack Bush/s/ Harry E. SoysterDirectorJuly 15, 2010Harry E. Soyster