EXHIBIT 31.2

                     RULE 13A-14(A)/15D-14(A) CERTIFICATION

         I, Brian E. Crooks, certify that:

         1. I have reviewed this annual report on Form 10-KSB for the year ended
September 30, 2005 of IceWEB, Inc.;

         2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances made, not misleading with
respect to the period covered by this annual report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

         4. The small business issuer's other certifying officer(s) and I are
responsible for establishing for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the small business issuer and have:

                  a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;

                  b. Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
after the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

                  c. Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting.

         5. The small business issuers other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

                  a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and

                  b. Any fraud, whether or not material, that involves
management or other employees who have a significant role in the small business
issuer's internal control over financial reporting.

         January  13, 2006          By: /s/ Brian E. Crooks
                                        -------------------
                                        Brian E. Crooks, Chief Financial Officer
                                        and principal financial officer