EXHIBIT 31.2

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

I, John R. Signorello, certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A of IceWEB, Inc. for
the period ended December 31, 2004;

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 quarterly 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)) and the
internal control over financial reporting (as defined in Exchange Act Rule
13a-15(f) and 15d-15(f) 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; and

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.

Dated: November 14, 2005               By: /s/ John R. Signorello
                                       John R. Signorello,
                                       CEO, principal financial and
                                       accounting officer