________________________________________________________________________________

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1
(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2004


[ ]      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 0-27865


                                  ICEWEB, INC.
                                  ------------
        (Exact name of small business issuer as specified in its charter)


                DELAWARE                                    13-2640971
                --------                                    ----------
      (State or other jurisdiction                      (I.R.S. Employer
            of incorporation)                          Identification No.)


               205 VAN BUREN STREET, SUITE 420, HERNDON, VA 20170
               --------------------------------------------------
                    (Address of principal executive offices)


                                  703) 964-8000
                                  -------------
                           (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 is a shell company (as defined in
Rule 12b-2 of the Exchange Act. Yes [ ] No [X]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 465,190,240 issued and outstanding at
January 31, 2005.

Transitional Small Business Disclosure Format: Yes [ ]    No [X]

________________________________________________________________________________

<PAGE>

                                EXPLANATORY NOTE

         We are amending the Form 10-QSB for the period ended December 31, 2004
to restate our Consolidated Balance Sheet (unaudited) at December 31, 2004,
Consolidated Statements of Operations (unaudited) for the three months ended
December 31, 2004 and Consolidated Statements of Cash Flows (unaudited) for the
three months ended December 31, 2004 to reflect a change in classification of
assets relating to the acquisition of The Seven Corporation, Iplicity, Inc. and
DevElements, Inc. per SFAS 141. Amounts previously recorded as goodwill have
been reclassified as intangible assets.

         The Items of this Form 10-QSB/A for the period ended December 31, 2004
which are amended and restated are as follows: Part I, Item 1. Financial
Statements including the Consolidated Balance Sheet (unaudited) at December 31,
2004, Consolidated Statements of Operations (unaudited) for the three ended
December 31, 2004, Consolidated Statement of Cash Flows (unaudited) for the
three months ended December 31, 2004 and Notes to Consolidated Financial
Statements (unaudited), Item 2. Management's Discussion and Analysis or Plan or
Operation and Item 3. Controls and Procedures. Further, Part II, Item 6.
Exhibits and Reports on Form 8-K, includes currently dated certificates from the
Company's Chief Executive Officer and principal accounting and financial officer
in Exhibits 31.1, 31.2 and 32.1.

         The remaining Items contained in this Form 10-QSB/A consist of all
other Items originally contained in our Form 10-QSB for the period ended
December 31, 2004 as filed on February 22, 2005. This Form 10-QSB/A does not
reflect events occurring after the filing of the original Form 10-QSB, nor
modify or update those disclosures in any way other than as required to reflect
the effects of the restatement.


                                   ICEWEB INC.

                                  FORM 10-QSB/A

                     FOR THE QUARTER ENDED DECEMBER 31, 2004

                                      INDEX


PART I   Financial Information

Item 1.  Financial Statements .................................................4

         Unaudited Consolidated Balance Sheet at December 31, 2004 ............4

         Unaudited Consolidated Statements of Operations for the
         three months ended December 31, 2004 and December 31, 2003 ...........5

         Unaudited Consolidated Statements of Cash Flows for the
         three months ended December 31, 2004 and December 31, 2003 ...........6

         Notes to Unaudited Consolidated Financial Statements .................7

Item 2.  Management's Discussion and Analysis or Plan of Operation ............9

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

PART II  OTHER INFORMATION ...................................................12

Signatures ...................................................................13

                                     Page 2
<PAGE>
                           FORWARD-LOOKING STATEMENTS

This Quarterly Report and related documents include "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Forward-looking statements involve known and unknown risks,
uncertainties, and other factors which could cause the Company's actual results,
performance (financial or operating) or achievements expressed or implied by
such forward looking statements not to occur or be realized. Such forward
looking statements generally are based upon the Company's best estimates of
future results, performance or achievement, based upon current conditions and
the most recent results of operations. Forward-looking statements may be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "believe," "estimate," "anticipate," "continue," or similar terms,
variations of those terms or the negative of those terms. Potential risks and
uncertainties include, among other things, such factors as: our high level of
indebtedness and ability to satisfy the same, our history of unprofitable
operations, the continued availability of financing in the amounts, at the times
and on the terms required, to support our future business and capital projects,
the extent to which we are successful in developing, acquiring, licensing or
securing patents for proprietary products, changes in economic conditions
specific to any one or more of our markets, changes in general economic
conditions, our ability to produce and install product that conforms to contract
specifications and in a time frame that meets the contract requirements, and the
other factors and information disclosed and discussed in other sections of this
report. Investors and shareholders should carefully consider such risks,
Uncertainties and other information, disclosures and discussions which contain
cautionary statements identifying important factors that could cause actual
results to differ materially from those provided in the forward-looking
statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.


                                     Page 3
<PAGE>

PART I

ITEM 1.  Financial Statements

                          IceWEB, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEET
                                December 31, 2004
                                   (Unaudited)

 Current assets:
      Cash                                                         $   118,470
      Accounts receivable, net                                         954,849
      Prepaid expense                                                   23,181
                                                                   -----------
      Total current assets                                           1,096,500

 Property and equipment, net                                            78,727
 Goodwill                                                               41,800
 Deposits                                                               16,170
 Deferred financing costs                                              195,000
 Intangibles, net                                                      632,073
 -----------------------------------------------------------------------------
 Total assets                                                      $ 2,060,270
 -----------------------------------------------------------------------------

 Liabilities and stockholders' equity

 Current liabilities:
      Accounts payable                                               1,309,154
      Accrued expenses                                                 340,860
      Notes payable - related parties                                  186,361
      Line of credit                                                   461,269
      Deferred revenue                                                  19,515
                                                                   -----------

  Total Current liabilities                                          2,317,159

      Note payable - long term                                         150,000

 -----------------------------------------------------------------------------
 Total liabilities                                                   2,467,159
 -----------------------------------------------------------------------------

 Stockholders' equity:

 Preferred stock (par value $.001; 1,000,000 shares authorized
   no shares outstanding)                                                    -
 Common stock  (par value $.001 100,000,000 shares authorized
   445,199,240 issued, and 432,199,240 outstanding)                    445,199
 Treasury Stock, at cost, (13,000,000 shares)                          (13,000)
 Subscription receivable                                               (20,000)
 Additional paid in capital                                          4,355,604
 Accumulated deficit                                                (5,174,692)
 -----------------------------------------------------------------------------

 Total stockholders' equity                                           (406,889)

 -----------------------------------------------------------------------------
 Total liabilities and stockholders' equity                        $ 2,060,270
 -----------------------------------------------------------------------------

      See accompanying notes to unaudited consolidated financial statements

                                     Page 4
<PAGE>
                          IceWEB, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                       Three Months Ended
                                                   December 31,    December 31,
                                                  -----------------------------
                                                      2004             2003
                                                   (Unaudited)     (Unaudited)
                                                  -----------------------------

 Revenue                                          $   1,432,883   $   1,525,358

 Cost of Sales                                        1,068,200       1,002,782
 ------------------------------------------------------------------------------

 Gross Profit                                           364,683         522,576

 Operating Expenses:
      Marketing & Selling                                12,703          36,860
      Research & Development                            193,727          56,000
      General and Administrative                        529,347         388,809
      Amortization Expense                              195,691               -
 ------------------------------------------------------------------------------

        Total Operating Expense                         931,468         481,669

 Operating (Loss)/Income                               (566,785)         40,907

 Other Income/Expense                                     9,769               -
 Interest Expense                                       (20,301)        (10,976)

 ------------------------------------------------------------------------------
 Net (Loss)Income                                 $    (577,317)  $      29,931
 ------------------------------------------------------------------------------

 Basic & Diluted Loss per common share            $       (0.00)  $        0.00
 ------------------------------------------------------------------------------

 Weighted average common shares outstanding         443,399,240     381,900,000
 ------------------------------------------------------------------------------

      See accompanying notes to unaudited consolidated financial statements

                                     Page 5
<PAGE>
                          IceWEB, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                       Three Months Ended
                                                   December 31,    December 31,
                                                  -----------------------------
                                                      2004             2003
                                                   (Unaudited)     (Unaudited)
                                                  -----------------------------

 ------------------------------------------------------------------------------
 NET CASH USED IN OPERATING ACTIVITIES                $(112,671)      $(121,480)
 ------------------------------------------------------------------------------

 CASH FLOWS FROM INVESTING ACTIVITIES:

      Purchase of property and equipment                 (8,838)        (66,679)

 ------------------------------------------------------------------------------
 NET CASH USED IN INVESTING ACTIVITIES                   (8,838)        (66,679)
 ------------------------------------------------------------------------------

 CASH FLOWS FROM FINANCING ACTIVITIES:
      Payments from related parties                       8,198          79,538

      Payment of subscription receivable                 32,000          70,000
      Proceeds from the exercise of common
        stock options                                    21,000               -

 ------------------------------------------------------------------------------
 NET CASH PROVIDED BY FINANCING ACTIVITIES               61,198         149,538
 ------------------------------------------------------------------------------

 NET DECREASE IN CASH                                   (60,311)        (38,621)

 CASH - beginning of period                             178,781         104,314

 ------------------------------------------------------------------------------
 CASH - end of period                                 $ 118,470       $  65,693
 ------------------------------------------------------------------------------

    See accompanying notes to the unaudited consolidated financial statements

                                     Page 6
<PAGE>

                          ICEWEB, INC and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS UNAUDITED
                                December 31, 2004

Note 1 - Basis of Presentation

The financial statements included in this report have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission for interim reporting and include all adjustments (consisting only of
normal recurring adjustment) that are, in the opinion of management, necessary
for a fair presentation. These financial statements have not been audited.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations for
interim reporting. The Company believes that the disclosures contained herein
are adequate to make the information presented not misleading. However, these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's annual Report for the year ended
September 30, 2004, which is included in the Company's Form 10-KSB for the year
ended September 30, 2004, as amended. The financial data for the interim periods
presented may not necessarily reflect the results to be anticipated for the
complete year.

Note 2 - Related Parties

The Company has a note payable to John R. Signorello, the Chairman and CEO, for
$109,177 plus accrued interest of approximately $ 33,000. This note bears
interest at a rate of 12.5% per annum and is due on-demand. Other
Stockholders/Employees have loans totaling $227,186 plus accrued interest of
approximately $41,000. Of this amount, $150,000 bears interest at a rate of
12.5% per annum. The Company has issued the noteholder 10 million shares of
common stock in exchange, the individual has extended the maturity date of the
note by 10 years. The cost associated with these shares has been accounted for
as deferred finance charges, and are being amortized over the life of the
deferral period. The shares were valued at $200,000 the fair value at the date
of issuance. Also included in this amount is $77,000 due to employees payable on
demand.

Note 3 - Stockholder's Equity

The Company is authorized to issue 10,000,000 shares of Preferred Stock, par
value $.001, with such designations, rights and preferences as may be determined
from time to time by the Board of Directors. There are currently zero shares of
Preferred Stock issued and outstanding.

During the period 800,000 common stock options were exercised by employees. The
average exercise price of the options was .026. The Company realized proceeds of
$21,000 from the exercise of the options.

Note 4 - Stock Options

Stock option activity during the period is indicated as follows:

                                     Page 7
<PAGE>
                                 OPTIONS AVAILABLE                    EXERCISE
                                     FOR GRANT          OPTIONS         PRICE
                                 -----------------     ---------      ---------
 Balance, September 30, 2004        40,856,040        47,063,960      .01 - .04

 Granted                                                       0
 Exercised                                              (800,000)     .01 - .04
 Forfeited                                                     0
 -------------------------------------------------------------------------------
 Balance, December 31, 2004         40,856,040        46,263,960      .01 - .04
 ===============================================================================

SFAS No. 123 "Accounting for Stock Based Compensation" ("SFAS 123") and SFAS No.
148 "Accounting for Stock-Based Compensation - Transition and Disclosure" ("SFAS
148") requires the Company to disclose pro forma information regarding option
grants made to its employees. SFAS 123 specifies certain valuation techniques
that produce estimated compensation charges that are included in the pro forma
results below. These amounts have not been reflected in the Company's Statement
of Operations, because Accounting Principles Board Opinion 25, "Accounting for
Stock issued to Employees" specifies that no compensation charge arises when the
price of the employees' stock options equal the market value of the underlying
stock at the grant date, as in the case of options granted to the Company's
employees.

Pro forma results are as follows for the three months ended December 31, 2004:

         Actual net loss                                      (577,317)
         SFAS 123 Compensation Cost                              4,620
                                                              --------

         Pro forma net loss                                   (581,937)
                                                              --------

         Pro forma basic and diluted net loss per share          (0.00)

Under SFAS 123, the fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model. The following weighted
average assumptions were used:

         Risk free interest rate                                     4%
         Expected dividends                                          0
         Volatility factor                                          52%

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company's employee stock options have characteristics significantly
different from those of traded options, and because changes in the subjective
input assumptions can materially affect the fair value estimate, in management's
opinion the existing models do not necessarily provide a reliable single measure
of the fair value of the Company's options.

Note 5 - Accounts Receivable

Accounts receivable consist of normal trade receivables. The Company assesses
the collectibility of its accounts receivable regularly. Based on the most
recent assessment, we recorded bad debt expense of $0 for the period ending
December 31, 2004.

Note 6 - Subsequent Events

On January 4th the Company issued a Private Placement Memorandum. The Company
has received $500,000. The pricing of the placement is .025 cents per unit. The
units consist of one common share at par value .001 and two warrants priced at
..05 and .10 respectively expiring in 2009 and 2010 respectively.

                                     Page 8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS or PLAN OF OPERATION

THE FOLLOWING DISCUSSION SHOULD BE READ TOGETHER WITH THE INFORMATION CONTAINED
IN THE FINANCIAL STATEMENTS AND RELATED NOTES INCLUDED ELSEWHERE IN THIS REPORT.

OVERVIEW

We are a diversified technology Company headquartered in Herndon, VA, Since our
formation in 2001, our business plan has evolved as our revenues have grown. Our
products and services offering include skilled technical consulting services, a
full catalog of third party hardware and software and a branded suite of online
training, content management (CMS), collaboration, portal and integration
products.

Our future growth and the continued support of a comprehensive product line is
dependent upon a significant growth in revenues from software licenses and the
availability of additional working capital to fund the next version of software.
While we continue to explore acquisition opportunities, our short-term focus is
development and launch of the new version of IceWEB software know as "Smart
Enterprise Suite 3.0." This version of the IceWEB product line will include new
features, including wireless and PDA connectivity, more robust reporting tools
and a tightly integrated technology platform. The product will be offered as an
application service over the internet. It will include functionality that allows
the customer to click and choose what service is needed and the length of which
time the software is to be used. Over the last two quarters we have ported our
platform to dot net nuke, an open systems architecture.

Our client base continues to broaden. The Company is signing new customers on a
daily basis. The Company uses it's website as the predominant marketing tool.

RESULTS OF OPERATIONS

Revenues

We generate revenues from software, application development and network
management services and integrated technology, infrastructure solutions and
third party hardware sales. For the three months ended December 31, 2004, we
generated revenues of $1,432,883 compared to $1,525,358 in the comparative
period in 2003, a decrease of approximately 6%. The primary reason for the
decrease in revenue is that the Company continues to incur cash flow deficits.
The cash flow issues have inhibited the Company's relationship with it's
suppliers and hindered it's ability to generate additional revenue.

Cost of Sales

For the three months ended December 31, 2004, cost of sales was $1,068,200, or
approximately 75% of revenues, compared to $1,002,782 or approximately 66% of
revenues, for the three months ended December 31, 2003. The Company attributes
the increase in the cost of sales to increase costs associated with programmers
and other technical human resources.

Total Operating Expenses

Our total operating expenses increased approximately 193% for the three months
ended December 31, 2004 as compared to the same period in fiscal 2003. These
increases include: approximately $194,000 in research and development costs and
approximately $195,000 in amortization expense.

Marketing and Selling - our marketing and selling expense consists of personnel
costs, including commissions, public relations, advertising, marketing programs,
lead generation, travel and trade shows. For the three months ended December
31, 2004, marketing and selling costs were $12,703 as compared to $36,860 for
comparative period in 2003, a decrease of $24,157 or approximately 65%. These
increases were the result of additional marketing personnel, trade show events,
online web marketing, advertising and print advertising during fiscal 2004.

                                     Page 9
<PAGE>

Research and development - our research and development expense consists
primarily of personnel costs related to the development of the software
products. For the three months ended December 31, 2004, research and development
expenses were 193,727 as compared to $56,000 in the comparative period in 2003.
The research and development expenses in fiscal 2004 are related to efforts to
further develop and enhance certain software products acquired by us during this
fiscal year General and administrative expense - our general and administrative
expense consists primarily of personnel costs, rent, legal, accounting, human
resources, telecommunications, office supplies and corporate governance and
compliance. For the three months ended December 31, 2004, general and
administrative expenses were $529,347 as compared to $388,809 for the
comparative period in 2003, an increase of $140,538 or approximately 36%. These
increased general and administrative expenses reflect increases in personnel
costs and other fixed expenses resulting from acquisitions made by us during
fiscal 2004. We expect general and administrative expenses to stabilize and
potentially decrease as a percentage of sales due to the process efficiencies we
have been developing. At this time, we do not anticipate any significant changes
in the number of employees through hiring or firing practices; however, any
additional acquisitions could result in increased general and administrative
expenses.

Other Income/Expense

For the three months ended December 31, 2004, The Company recognized other
income of $9,769 which represents rental revenue generated from a sublet of
office space.

Interest Expense

Interest expense consists primarily of the amounts accrued on the notes payable
to John R. Signorello and an unaffiliated third party as described in Note 2 of
the notes to unaudited consolidated Financial Statements appearing elsewhere
herein. For the three months ended December 31, 2004 interest expense was
$20,301 as compared to $10,976 the comparative period in 2003.

Amortization Expense

Amortization expense for intangibles is provided by use of the straight-line
method for developed software and the expected cash flow method for custom
relationship capitalized during acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2004, we had a cash balance of $118,470 and a working capital
deficit of $1,220,659. The report of our independent auditors on our financial
statements for the year ended September 30, 2004 contains an explanatory
paragraph regarding our ability to continue as a going concern. Net cash used in
operations was ($112,671) for the three months ended December 31, 2004, as
compared to net cash used in operations of ($121,480) for the three months ended
December 31, 2003. For the three months ended December 31, 2004, we used cash to
fund our net loss of ($577,317) offset by non-cash items such as depreciation
expense of $16,362 and amortization expense of $195,691.

Net cash used in investing activities for the three months ended December 31,
2004 was $8,838 as compared to $66,679 for the comparative period in 2003. Net
cash provided by financing activities for the three months ended December 31,
2004 was $61,198 as compared to $149,538 for the comparative period in 2003.

Our operations continue to use more cash than they currently generate. We have
expended funds not only for our continuing operations but to fund research and
development costs associated with our software. Because of the continued need
for substantial amounts of working capital to fund the growth of the business
and to pay our operating expenses, we expect to continue to experience negative
operating and investing cash flows for the foreseeable future. While we
presently expect an increase in software sales during the balance of fiscal 2004
and into fiscal 2005, would have a positive effect on the operating cash flow,
as a result of the current uncertainty of the software revenues it is likely
that our existing working capital will not be sufficient to fund the continued
implementation of our plan of operation during the next 12 months and to meet

                                     Page 10
<PAGE>

our capital commitments and general operating expenses. We are unable to predict
at this time the exact amount of additional working capital we will require,
however, in order to provide any additional working capital which we may
require, we will in all likelihood be required to raise additional capital
through the sale of equity or debt securities. Subsequent to this document we
have raised $500,000 through the sale of equity. We will still need to raise a
minimum of $1,000,000 to sustain our current growth rate and operations.

CRITICAL ACCOUNTING POLICIES

Financial Reporting Release No. 60, which was released by the U.S. Securities
and Exchange Commission encourages all companies to include a discussion of
critical accounting policies or methods used in the preparation of financial
statements. Our consolidated financial statements include a summary of the
significant accounting policies and methods used in the preparation of our
consolidated financial statements. Management believes the following critical
accounting policies affect the significant judgments and estimates used in the
preparation of the financial statements.

Revenue Recognition - revenues are recognized at the time of shipment of the
respective products and/or services. Our Company includes shipping and handling
fees billed to customers as revenues. Costs of sales include outbound freight.
Licenses and software are billed as services are rendered on a biweekly
schedule.

Use of Estimates - Management's discussion and analysis of financial condition
and results of operations is based upon our unaudited consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires management to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues, and expenses, and
related disclosure of contingent assets and liabilities. On an ongoing basis,
management evaluates these estimates, including those related to allowances for
doubtful accounts receivable and the carrying value of inventories and
long-lived assets. Management bases these estimates on historical experience and
on various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis of making judgments about the
carrying value of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.

Item 3.  Controls and Procedures

Our Chief Executive Officer who also serves as our principal financial and
accounting officer, has conducted an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated
under the Securities and Exchange Act of 1934, as amended) as of a date (the
"Evaluation Date") as of the end of the period covered by the report. As set
forth below management determined that there was a material weakness in the
Company's internal control over financial reporting as of December 31, 2004 as
more fully described below. Based upon that evaluation, the Company's Chief
Executive Officer has concluded that our disclosure controls and procedures were
not effective because of the material weakness described below.

In this Quarterly Report on Form 10-QSB/A the Company is restating its
Consolidated Balance Sheet (unaudited) at December 31, 2004 and its Consolidated
Statement of Operations (unaudited) for the three months ended December 31, 2004
and Consolidated Statement of Cash Flows (unaudited) for the three months ended
December 31, 2004 which appeared in its Quarterly Report on Form 10-QSB for the
period ended December 31, 2004 as previously filed with the Securities and
Exchange Commission. These restatements were made to reflect a change in
classification of assets relating to the acquisition of The Seven Corporation,
Iplicity, Inc. and DevElements, Inc. per SFAS 141. Amounts previously recorded
as goodwill have been reclassified as intangible assets which resulted in
recording amortization expense of these intangible assets in the period ended
December 31, 2004. The restatements resulted from comments from the staff of the
Securities and Exchange Commission.

                                     Page 11
<PAGE>

As a result of these restatements and the amortization of these intangible
assets, the amount of the Company's total assets was overstated, the amount of
its additional paid-in capital and accumulated deficit was understated and the
amount of its total stockholders' equity and total liabilities and stockholders'
equity were overstated, all as which appear on its Consolidated Balance Sheet
(unaudited) at December 31, 2004 from that as previously reported. In addition,
these changes resulted in an increase of the Company's net loss for period ended
and an increase in loss available to common stockholders both as reflected on
the Company's Consolidated Statement of Operations (unaudited) appearing
elsewhere herein. Finally, the Consolidated Statement of Cash Flows for the
three months ended December 31, 2004 has been restated to incorporate the
foregoing changes.

Because of these accounting errors, the Company has determined that a deficiency
in internal controls existed related to the classification of goodwill and
intangible assets. Accordingly, management determined that this control
deficiency constituted a material weakness. Management has taken the remedial
steps necessary to eliminate the material weakness relating to financial
disclosure controls that resulted in the restatement discussed above. Other than
the changes discussed above, there have been no changes made in the Company's
internal controls or in other factors that could materially affect its internal
controls subsequent to the end of the period covered by this report based on
such evaluation.

                           Part II - OTHER INFORMATION

Item 1.  Legal Proceedings

         The Company is not involved in any material legal proceedings.

Item 2.  Changes in Securities and small business issuer purchases of equity
         securities

         None

Item 3.  Defaults upon Senior Securities

         The Company is currently out of compliance with the Tangible Net Worth
covenant as stated in our Loan Agreement with Comerica.

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

Exhibit 31.1     Certification of Chief Executive Officer pursuant to
                 Section 302
Exhibit 31.2     Certification of Principal Financial Officer pursuant to
                 Section 302
Exhibit 32.1     Certification of Chief Executive Officer pursuant to
                 Section 906

         b) Reports on Form 8-K

         8K filed on 10/08/04 pursuant to items 8.01 and 9.01
         8K filed on 10/18/04 pursuant to items 8.01 and 9.01
         8K/A filed on 10/29/2004 pursuant to item 9.01

                                     Page 12
<PAGE>
                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       ICEWEB, Inc.

Dated: November 9, 2005                By: /s/ John R. Signorello
       ----------------                --------------------------
                                       John R. Signorello, Chairman and CEO,
                                       principal executive officer and principal
                                       financial and accounting officer


                                     Page 13