UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D. C. 20549









Form
10-Q/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 March 31, 2010




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: 0-27865




ICEWEB,
INC.


(Exact
name of small business issuer as specified in its charter)




Delaware
                    13-2640971(State
      or other jurisdiction of
                      incorporation
      or organization)
                    (I.R.S.
      Employer
                      Identification
      No.)22900
      Shaw Road, Suite 111
                      Sterling,
      VA
                    20166(Address
      of principal executive offices)
                    (Zip
      Code)




(571)
287-2380


(Issuer’s
telephone number)




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 submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
  Yes   ̈    No   ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer
               ̈
              Accelerated
      filer
               ̈Non-accelerated filer
               ̈  (Do
      not check if a smaller reporting company)
              Smaller reporting company
              x




Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).  Yes   ̈  No  x




State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: At May 17, 2010, there were 107,857,417
outstanding shares of common stock, $.001 par value per share.




Transitional
Small Business Disclosure Format (Check one):  Yes   ̈  No  x








EXPLANATORY
NOTE





IceWEB, Inc.
(which may be referred to as the "Company," "we," "us," or "our") filed its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2010,
filed with the U.S. Securities and Exchange Commission (the "SEC") on May 17,
2010 (the "Original Filing"). The Original Filing included a discussion of our
Controls and Procedures under Item 4, which did not adequately describe the
changes in control over financial reporting that we implemented during the
quarter.   We have previously amended the Original Filing on
August 30, 2010 (the “Amended Filing”) filing in response to staff comments to
correct the omission.





We are
further amending the Original Filing in further response to staff comments to
correct this omission in Item 4. Controls and Procedures by restating that
section in its entirety. We are not amending any other part of the Original
Filing or the Amended Filing. This amended Form 10-Q also contains currently
dated certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act
of 2002 as Exhibits 31.1, 31.2, 32.1 and 32.2. This amendment speaks as of the
date of the Original Filing.





Part
I





Item
4. Controls and Procedures.





Evaluation of disclosure controls
and procedures. Our Chief Executive Officer (“CEO”) and Chief Financial
Officer (“CFO”) have evaluated the effectiveness of our disclosure controls and
procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of
the end of the period covered by the Quarterly Report (the “evaluation date’).
They have concluded that, as of the evaluation date, these disclosure controls
and procedures were effective in providing reasonable assurance that information
required to be disclosed in our reports under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
prescribed by SEC rules and regulations, and that such information is
accumulated and communicated to our management, including our CEO and CFO to
allow timely decisions regarding required disclosure as a result of continuing
weaknesses in our internal control over financial reporting.





As
disclosed in our Annual Report on Form 10-K for the year ended September 30,
2009, our management had previously concluded that our disclosure controls and
procedures were not effective as a result of material weaknesses in our internal
controls over financial reporting. Our management had concluded that our
internal controls over financial reporting were not effective as a result of
insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements as well as ineffective controls over period end
financial disclosure and reporting processes. During the quarter ended December
31, 2009 we completed certain remedial actions, including the implementation of
policies that improved the documentation, review and approval of the calculation
of stock option expense and the implementation of additional controls over our
inventory management. During the period ended March 31, 2010, we hired
additional staff which allowed us to more effectively implement policies and
checklists setting forth


procedures
for accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements.





As a
result of these changes, our management believes that we have cured the material
weaknesses in our disclosure controls and procedures and out internal control
over financial reporting at September 30, 2009.





Changes in internal
control over financial reporting. During the period ended March 31,
2010, we hired additional staff which allowed us to more effectively implement
policies and checklists setting forth procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements. These changes specifically addressed our internal
control over inventory management and implement a greater level of review and
oversight over our internal controls over financial reporting. There were no
other changes to internal controls over financial reporting that occurred during
the last fiscal quarter, that have materially affected, or are reasonably likely
to materially impact, our internal controls over financial
reporting.





Part
II




Item
6. Exhibits




No.
              
              Description31.1
              
              Rule
      13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer
      *31.2
              
              Rule
      13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer
      *32.1
              
              Section
      1350 Certification of Chief Executive Officer *32.2
              
              Section
      1350 Certification of Chief Financial Officer
*




* filed
herewith


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SIGNATURES




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




ICEWEB,
      INC.By:
                /s/ John R. SignorelloOctober
      15, 2010
                John
      R. Signorello,Chief
      Executive Officer, principal executive officerBy:
                /s/ Mark B. LuckyOctober
      15, 2010
                Mark
      B. LuckyChief
      Financial Officer, principal financial and accounting
    officer


2