U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB



(X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934

                  For the quarterly period ended March 31, 2003

{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

         For the transition period from ________________________________


                         Commission File Number: 0-27865

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


              Delaware                               54-1789433
    (State or other jurisdiction of                 (IRS Employer
     Incorporation or organization)               Identification No.)


                620 Herndon Parkway, Suite 360, Herndon, VA 20170
                    (Address of Principal executive offices)


         Issuer's telephone number, including area code: (703) 964-8000

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 31,030,878 issued and
outstanding at March 31, 2003.

<PAGE>
                                   ICEWEB INC.


              QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDED
                                 March 31, 2003

                                TABLE OF CONTENTS



                                                                        Page No.
PART I   FINANCIAL INFORMATION

Item 1   Financial Statements

         Unaudited Condensed Balance Sheet as of March 31, 2003 ...............3

         Unaudited Condensed Statements of Operations for the
         three  months ended March 31, 2003 and March 31, 2002 ................4


         Unaudited Condensed Statements of Operations for the
         six  months ended March 31, 2003 and March 31, 2002 ..................5


         Unaudited Condensed Statements of Cash Flows for the
         six months ended March 31, 2003 and March 31, 2002 ...................6


         Notes to Unaudited Condensed Financial Statements ..................7-8

Item 2   Management's Discussion and Analysis of Financial Condition
         and Results of Operations .........................................8-14


PART II  OTHER INFORMATION ................................................14-15

Signatures ...................................................................16


                                       2
<PAGE>

Item 1. Financial Statements

                                  ICEWEB, INC.
                                 March 31, 2003
                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)

                                     ASSETS
                                                                        2003
Current assets:

  Accounts receivable, net ....................................     $    10,575
                                                                    -----------

    Total current assets ......................................          10,575


Property and equipment, net ...................................          64,465
Prepaid Expenses ..............................................           4,500
Deposits ......................................................           9,533
                                                                    -----------

Total assets ..................................................     $    89,073

               LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
  Bank overdraft ..............................................     $     7,702
  Accounts payable ............................................     $   361,236
  Accrued expenses ............................................          27,114
  Line of credit - related party ..............................         316,706
  Deferred Rent Revenue .......................................          13,995
  Notes payable - related party ...............................         247,000
                                                                    -----------

    Total current liabilities .................................         973,753

Stockholders' deficit:
  Common stock, $.001 par value;
    100,000,000 shares authorized, 31,030,878 issued ..........          31,031
  Additional paid in capital ..................................       1,735,308
  Accumulated deficit .........................................      (2,651,019)
                                                                    -----------

    Total stockholders' deficit ...............................        (884,680)
                                                                    -----------

Total liabilities and stockholders' deficit ...................          89,073


              See notes to condensed unaudited financial statements

                                       3
<PAGE>
                                   ICEWEB INC.

                        CONDENSED STATEMENT OF OPERATIONS
              THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
                                   (UNAUDITED)

                                                        Three Months Ended
                                                      March 31,       March 31,
                                                        2003            2002
                                                    -----------     -----------

Revenues .......................................         13,054          67,686

Cost of Sales ..................................          2,625          13,122
                                                    -----------     -----------

Gross Profit ...................................         10,429          54,564

Operating expenses:

  Marketing & sales ............................          3,964          61,556

  General & Administrative .....................         82,965         130,621
                                                    -----------     -----------
                                                         86,929         192,177

Operating loss .................................        (76,500)       (137,613)

Interest expense ...............................         (9,601)            (66)
Loss on disposal of assets .....................              0          (2,117)


Net loss .......................................        (86,101)       (139,796)
                                                    ===========     ===========

Basic loss per common share ....................    $      (.00)    $      (.01)

Weighted average common shares outstanding .....     30,744,465      23,475,262


             See notes to condensed unaudited financial statements

                                       4
<PAGE>
                                   ICEWEB INC.

                        CONDENSED STATEMENT OF OPERATIONS
               SIX MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002
                                   (UNAUDITED)

                                                         Six Months Ended
                                                     March 31,        March 31,
                                                        2003            2002
                                                    -----------     -----------

Revenues .......................................         32,865         141,171

Cost of Sales ..................................         10,746          49,298
                                                    -----------     -----------

Gross Profit ...................................         22,119          91,873

Operating expenses:

  Marketing & sales ............................         12,024         115,851

  General & Administrative .....................        195,434         279,517
                                                    -----------     -----------
                                                        207,458         395,368

Operating loss .................................       (185,339)       (303,495)

Interest expense ...............................         (9,597)         (3,440)
Loss on disposal of assets .....................              0          (2,117)


Net loss .......................................       (194,936)       (309,052)
                                                    ===========     ===========

Basic loss per common share ....................    $      (.01)    $      (.01)

Weighted average common shares outstanding .....     30,526,237      23,091,626


              See notes to condensed unaudited financial statements

                                       5
<PAGE>
                                   ICEWEB INC.

                        CONDENSED STATEMENT OF CASH FLOWS
          SIX MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002(UNAUDITED)


                                                          March 31,    March 31,
                                                            2003          2002
                                                          --------     --------

NET CASH USED IN OPERATING ACTIVITIES ................     (88,982)    (121,976)

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from (repayment of) note payable
    - related party ..................................      (9,635)      22,592

  Proceeds from private offering .....................      97,310            -
                                                          --------     --------
  Proceeds from notes payable ........................           -       97,000
  Contributed capital ................................           -       (3,986)
  Increase in cash overdraft .........................      (7,703)           -
                                                          --------     --------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES .....      79,972      115,606

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of fixed assets ..........................           -       (9,695)
   Proceeds from sale of fixed assets ................           -       10,000
                                                          --------     --------
NET CASH PROVIDED BY INVESTING ACTIVITIES ............           -          305

NET INCREASE (DECREASE) IN CASH ......................      (9,010)      (6,065)

CASH, beginning of period ............................       9,010       15,484
                                                          --------     --------


CASH, end of period ..................................           -        9,419
                                                          ========     ========

NON-CASH TRANSACTIONS
   Conversion of debt to equity ......................      10,000            -
                                                          ========     ========
   Stock compensation expense ........................      16,160            -
                                                          ========     ========

              See notes to condensed unaudited financial statements

                                       6
<PAGE>
                                   ICEWEB Inc.

Notes to Condensed Financials Statements unaudited

Note 1 - BASIS OF PRESENTATION

The financial statements included in this report have been prepared in
accordance with generally accepted accounting principles for interim financial
information and 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, 2002, which is included in the Company's Form 10-KSB for the year
ended September 30, 2002. The financial data for the interim periods presented
may not necessarily reflect the results to be anticipated for the complete year.

NOTE 2 - NEW PRONOUNCEMENTS

In December 2002, the Financial Accounting Standards Board issued Statement of
Financial Account Standards No. 148, Accounting for Stock-Based Compensation -
Transition and Disclosure. This Statement amends Statements No. 123 to provide
three alternative methods of transition for Statement No. 123's fair value
method of accounting for stock-based employee compensation for companies that
elect to adopt the provision of Statement No. 123. Transition to the fair value
accounting method of Statement No. 123 is not required by Statement No. 148. The
Company has elected to use the intrinsic value method of accounting for stock
compensation in accordance with APB No. 25 and related interpretations.
Statement No. 148 also amends the disclosure provisions of Statement No. 123 to
require disclosure in the summary of significant accounting policies of the
effects of an entity's accounting policy with respect to stock-based
compensation on reported net income and earnings per share in annual and interim
financial statements. The disclosure provision of Statement No. 148 are required
to be adopted by all companies with stock-based employee compensation,
regardless of whether they account for that compensation using the fair value
method of Statement No. 123 or the intrinsic value method of APB No. 25. The
disclosure provision of Statement No. 148 has been adopted by the Company.

NOTE 3- PROPERTY AND EQUIPMENT

Property and equipment consist of the following:
                                                                2002

         Furniture and fixtures ......................       $  19,195
         Computers and equipment .....................         159,563
         Software ....................................          96,615
         Leasehold improvements
           Accumulated depreciation ..................        (210,908)
                                                             ---------
         Property and equipment, net .................          64,465
                                                             =========

                                       7
<PAGE>

NOTE 4 - OPERATING LEASES

The Company leased facilities in Herndon, VA for office space and developmental
work through May 2004. The Company has renegotiated its existing lease at its
current location. The Company has sub-leased a portion of its premises beginning
March 1, 2003 through December 31, 2003 for a monthly payment of $4,000. As of
March 31, 2003, general and administrative expenses includes $4,000 of sub-lease
rental income and deferred revenue includes $12,000 representing sub-lease
income for April, May and June.

NOTE 5 - RELATED PARTIES

During the three months ended March 31, 2003, a certain shareholder paid the
Company's debt of $403,015 to a financial institution in full. As of March 31,
2003, the remaining balance of this debt, after repayments and off-set against a
receivable from the same shareholder, is $316,706. The Company has recorded
$3,762 in imputed interest expense on this non-interest bearing, due on demand
line of credit.

During the three months ended March 31, 2002, the company converted a note
payable - related party of $10,000 to equity at $0.10 per share, issuing 100,000
shares.

NOTE 6 - STOCKHOLDERS' DEFICIT

The Company had a private placement of up to 3,000,000 units as of September 30,
2002 that was extended through May 31, 2003. Each Unit consists of one share of
common stock and one common stock purchase warrant. Each warrant entitles the
holder to purchase one share of common stock at a purchase price of $.60 per
share. The Warrants are immediately exercisable and will expire on July 1, 2004.
Upon 15 days written notice, the Company may call any Warrant at a call price of
$.001 per underlying share should the common stock trade at or above $1 for 10
consecutive trading days prior to the date of such notice. The Company sold
300,000 shares during the three months ending December 31, 2002 and sold a total
number of shares of approximately 975,000 shares as of December 31, 2002.

The Company sold approximately 350,000 share of common stock, receiving $35,000
during the three months ended March 31, 2003.

The Company granted options to purchase 202,000 share of common stock to
consultants recognizing $16,160 in compensation expense.

NOTE 7 - STOCK OPTIONS

During the three and six months ended March 31, 2003, the Company issued the
following options which remain outstanding:

                        Options expiring in January 2008, to purchase 202,000
         shares of the Company's common stock, at $.08 per share with
         registration rights with respect to the common stock underlying the
         options to certain consultants. Compensation expense of $16,160 has
         been included in general and adminstrative expense.

                      Options expiring in January 2008, to purchase 230,000
         shares of the Company's common stock, at $.08 per share with
         registration rights with respect to the common stock underlying the
         options to certain employees. No expense has been recorded in
         association with these options.

                                       8
<PAGE>

Had the compensation expense for the employee stock options been determined
based on the fair value of the options at the grant date consistent with the
methodology prescribed under Statement of Financial Standards No. 123,
"Accounting for Stock Based Compensation", the Company's net loss for the six
months ended March 31, 2003 would have been increased to the pro forma amounts
indicated below:

         Net loss as reported .......................      $  (194,936)
                                                           ===========
         Proforma net loss ..........................      $  (213,336)
                                                           ===========
         Basic loss per share as reported ...........      $     (0.01)
                                                           ===========
         Basic loss per share pro forma .............      $     (0.01)
                                                           ===========

NOTE 8 - GOING CONCERN

The Company's auditors stated in their reports on the financial statements of
the Company for the years ended September 30, 2002 and 2001 that the Company is
dependent on outside financing and has had losses since inception that raise
substantial doubt about our ability to continue as a going concern. For the
years ended September 30, 2002 and 2001, the Company incurred net annual losses
of $751,925 and $996,474 respectively. Management believes that resources will
be available from private and operating sources in 2003 to continue the
marketing of the Company's products and services. The financial statements do
not include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.

Management has established plans intended to increase the sales of the Company's
products. Management intends to seek new capital from new equity securities
offerings to provide funds needed to increase liquidity, fund growth and
implement its business plan; however, no assurance can be given that the Company
will be able to raise any additional capital.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

The following discussion should be read together with the information contained
in the financial statements and related notes included elsewhere in this report.

Our independent auditors have added explanatory paragraphs to their audit
opinions issued in connection with the 2002 and 2001 financial statements which
states that our Company is dependent on outside financing and has had losses
since inception that raise substantial doubt about our ability to continue as a
going concern. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

Critical Accounting Policies

Financial Reporting Release No. 60, which was recently 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.

                                       9
<PAGE>

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.

Use of Estimates

Management's discussion and analysis of financial condition and results of
operations is based upon our 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.

Plan of operation

From 1999 until June 2001, Iceweb operated as a technology hardware and software
distributor business. In June 2001, we acquired the assets of Learning Stream,
Inc. (LSI) in bankruptcy and changed the business model to enable interactive
communication and education on the Internet. Our goal is to expand our product
and services offering to take advantage of what we believe to be a rapidly
growing market.

Iceweb's proprietary software, IceSHOW(TM) under development since 1999 and
completed in 2002, allows us to create Web-ready multimedia productions very
quickly, giving us a tangible competitive advantage in both time and cost. Our
technology integrates audio, video and PowerPoint slides into a highly
interactive, customizable interface for online training and interactive
marketing.

Additional features can easily be added including closed captioning, indexing,
animation, quizzes and surveys and pay-per-view capabilities. The software ties
to a database backend that provides authentication and reporting.

Markets for Products and Services

Iceweb currently has customers in the training, corporate communications and
advertising/marketing areas. We focus on e-learning solutions while continuing
to support the other areas.

Training - A model customer has a widely dispersed audience with regular
training needs; these needs could include compliance with government
regulations, skills updating or educational enhancement.

                                       10
<PAGE>

A typical online course would include video or audio with synchronized slides,
plus interactive elements such as registration, quizzes and materials downloads
as well as a database to track progress, compliance and effectiveness. In
addition, training companies, universities or trade associations could charge
students for the course work, creating a new source of ongoing revenue. Iceweb
is providing e-learning solutions for the hotel brands within a large hotel
chain training hospitality managers worldwide.

Corporate Communications - A model customer is a corporation with offices
throughout the US or the world. Iceweb's solutions could provide on-demand or
live streaming of executive addresses or earnings calls. They could also be used
by the Human Resources department to provide orientation, introduce new benefits
programs or deliver presentations to employees on compliance matters, such as
sexual harassment training.

Advertising & Marketing - Online presentations can be used to sell or market
nearly any industrial or consumer product. As with any direct marketing
technique, the content is of prime importance. However, studies have shown that
by making the message entertaining, combining audio, video and synchronized
slides, retention by the viewer dramatically increases.

Iceweb has the ability to profitably sell its products and services while
maintaining compatibility with the leading technology standards. In addition,
Iceweb's training focus will allow it to market is products and services to the
most rapidly growing viewing audience.

Technology

The majority of Iceweb's applications are based on client-server technology. The
authoring and content management application software has been developed using a
combination of ColdFusion, Javascript, ASP, VBscript, Java, and Flash. Since a
majority of the processing is done on our server network, the author only needs
a browser to produce and manage presentations. This keeps the need for desktop
processing power to a minimum and allows for future development of enterprise
solutions that can be hosted within a customer's network.

All Iceweb's software utilizes its original technology in one form or another.
By leveraging the code of existing products, Iceweb decreases new product
development costs, shortens time to market and is therefore able to realize new
revenues from new products quickly.

IceSHOW(TM) is the company's core technology, a multimedia creation and delivery
platform. IceSHOW's powerful feature set and intuitive viewer interface are
designed for ease of use. It offers great flexibility and convenience to
non-technical users. IceSHOW(TM) further reduces costs through an online
production center. A "wizard" steps users through the process of uploading and
converting existing media components, then stitching them together seamlessly.
There are options for adding a branded interface and other interactive elements
as well. Taking only minutes to complete, the resulting show is ready for
distribution via the Internet or an intranet.

IceSLIDE(TM) is our PowerPoint-to-Flash format conversion tool. It makes
PowerPoint shows small enough to distribute via the Web or through e-mail.
IceSLIDE(TM) was developed from the slide conversion technology built into
IceSHOW(TM). We currently sell IceSLIDE(TM) directly to graphics professional
via our Web site.

                                       11
<PAGE>

Services

Consulting - Iceweb's consulting staff has experience in providing custom
multimedia solutions to all size organizations. Iceweb consulting services
include personalized project management, multimedia development, synchronization
of all media assets, application design and development, software integration,
instructional design, graphic design, foreign language translations and delivery
methods.

IceSTUDIO(TM) - Iceweb provides services include audio/video production, live
Webcasting, audio/video editing, audio/video encoding, audio/video
transcription, and voiceovers.

o Encoding - We accept source material in virtually any format to digitize and
encode into a file format that is compatible with the streaming media
architecture being used. The end result is video and audio configured properly
for transmission online at the best possible resolution, motion, clarity and
system compatibility.

o Webcasting - We can produce live Webcasts from a studio or from on-location.
Our Webcasts can include audio, video, synchronized slides and graphics; shows
can appear in an interface branded with your company's look and feel. Interface
options include buttons for downloading additional material, sending a message
to the presenter and requesting technical help. Other available features include
advance user registration, user system detection, password protection,
interactive surveys, quizzes and more.

Sales & Marketing Strategy

Iceweb reaches its buyers directly through telemarketing sales and direct
marketing. We are also building a highly focused sales channel to refer or
resell Iceweb products.

Packaged Solutions

IceWEB's packaged solutions provide for on-demand viewing and include a
customized interface, login and registration forms, some level of interactivity,
and hosting services for a specified period of time. They require only minimal
amount of labor to create the presentations. These products include:

o IceSHOW(TM) e-Learning: Aimed at the educational market, this allows customers
with existing content (video, slides, etc.) to quickly produce an online
training session. It includes an online quiz with real-time results.
o IceSHOW(TM) HR: For corporate HR managers who wish to contact employees with
new information, for example, details on a new benefits program. It includes a
survey form to poll the viewers. o IceSHOW(TM) Exec: This package, designed for
local organizations, puts new video of an executive address online; the video
can be shot in our studio or at the executive's location. o IceSHOW(TM)
WebVideo: Many companies have invested in corporate video productions. This
package allows them to quickly put them online. The customer submits a videotape
or electronic file of the original production. We provide the encoding and
hosting services as well as the customized interface.

We also are launching a Web portal to deliver our customers e-learning courses.
Learningstream.com provides an outlet for customers to sell their online
classes. Iceweb will manage the e-commerce aspects and provide payments to the
course owners, in exchange for a percentage of the revenues. We will include
content that we have produced for our customers as well as existing online
content, or video content that we can convert for Web use. The technology to
support and manage this portal is already in use, as we are currently providing
these services for Fred Pryor Seminars.

Sales

Our solutions are sold directly and indirectly through agents. Agents earn
commissions or discounts based on their sales volumes.

Results of Operations

Net revenues - For the six months ended March 31, 2003, we generated revenues of
$32,865, compared to $141,171 the comparative period in 2002, a decrease of 74%.
Sales for the three months ending March 31, 2003 of $13,054 were 75% lower than
the same quarter for the previous fiscal year of $67,686. The primary reason for
this was a change in our marketing and sales strategy to build our business
around the IceShow products. Sales from both custom services and webcasts were
lower this period than in the previous period due in part to hiring and training
new telemarketing salespersons. We also changed our E-commerce business to sell
third-party classes and on-line training over the Internet.

Marketing and Sales - Our sales and marketing expense consists of personnel
costs, including commissions, public relations, advertising, marketing programs,
lead generation, travel and trade shows. Marketing and sales costs decreased
from $115,851 for the six months ended March 31, 2002 to $12,024 for the six
months ended March 31, 2003, a decrease of $103,827 or 90%. Marketing and sales
costs decreased from $61,556 for the three months ended March 31, 2002 to $3,964
for the three months ended March 31, 2003, a decrease of $57,592 or 94%. These
decreases for both periods were the result of continued realignment of our sales
and marketing personnel, commission expenses and marketing programs.

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.
General and administrative expense decreased from $279,517 for the six months
ended March 31, 2002 to $195,434 for the six months ended March 31, 2003 a
decrease of $84,083 or 30%. General and administrative expense decreased from
$130,621 for the three months ended March 31, 2002 to $82,965 fo the three
months ended March 31, 2003, a decrease of $47,656 or 36%. The primary reasons
for these decreases were a reduction in rent expense, personnel costs, and other
fixed expenses.

Overall, our loss per share was $0.01 for the six months ended March 31, 2003
and $0.00 for the three months ended March 31, 2003. For the balance of this
fiscal year we anticipate that our loss per share may increase.

We expect to generate losses resulting principally from costs incurred in
conjunction with our marketing and sales and research and development
initiatives, and we expect that the costs of these activities will increase as
the implementation of our business plan continues. However, as we continue to
implement our plan of operation, we expect general and administrative expenses
to remain nearly flat and actually decrease as a percentage of sales due to the
process efficiencies we have already put in place.

In order to provide sufficient working capital to fund our ongoing operations we
will be required to raise additional capital to fund these anticipated costs.
There are no assurances that we will be able to obtain the additional capital in
which event our future operations would be materially and adversely affected.

Liquidity and Capital Resources

Since inception, our operating and investing activities have used more cash than
they have generated. 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 significant negative operating and
investing cash flows for the foreseeable future. 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 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. We currently have no commitments to provide us with any
additional working capital. If we do not have sufficient working capital to
implement our plan of operation described above, it is likely that we will cease
operations

Cautionary Factors That May Affect Future Results

This report and other written reports and oral statements made from time to time
by the Company may contain so-called "forward-looking statements," all of which
are subject to risks and uncertainties. One can identify these forward-looking
statements by their use of words such as "expects," "plans," "will,"
"estimates," "forecasts," "projects" and other works of similar meaning. One can
identify them by the fact that they do not relate strictly to historical or
current facts. These statements are likely to address the Company's growth
strategy, financial results, and product and development programs. One must
carefully consider any such statement and should understand that many factors
could cause actual results to differ from the Company's forward-looking
statements. These factors include inaccurate assumptions and a broad variety of
other risks and uncertainties, including some that are known and some that are
not. No forward-looking statement can be guaranteed and actual future results
may vary materially.

The Company does not assume the obligation to update any forward-looking
statement. One should carefully evaluate such statements in light of factors
described in the Company's filings with the Securities and Exchange Commission,
especially on Forms 10-K, 10-Q and 8-K. In various filing the Company has
identified important factors that could cause actual results to differ from
expected or historic results. The Company notes these factors for investors as
permitted by the Private Securities Litigation Reform Act of 1995. One should
understand that it is not possible to predict or identify all such factors.
Consequently, the reader should not consider any such list to be a complete list
of all potential risks or uncertainties.

                           Part II - OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities

         None.

Item 3.  Defaults upon Senior Securities

         None.

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

         None.

ITEM 5. OTHER INFORMATION

Evaluation of disclosure controls and procedures

Within the 90 days prior to the filing date of this report, the Company carried
out an evaluation of the effectiveness of the design and operation of its
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. This
evaluation was done under the supervision and with the participation of the
Company's Chairman and CEO. Based upon that evaluation, he concluded that the
Company's disclosure controls and procedures are effective in gathering,
analyzing and disclosing information needed to satisfy the Company's disclosure
obligations under the Exchange Act.

Changes in internal controls

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect those controls since the most recent
evaluation of such controls.

Item 6.  Exhibits and Reports on Form 8-K

             None.

<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: May 20, 2003          By: /s/ John R. Signorello
                                 ------------------
                                 John R. Signorello,
                                 Chairman and CEO
<PAGE>
                        CERTIFICATION OF CHAIRMAN AND CEO

I, John R. Signorello, Chairman and Chief Executive Officer., certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Iceweb, Inc.

2. Based on my knowledge, this quarterly 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 under which such statements
were 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 quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
the registrant's board of directors: (or persons performing the equivalent
functions)

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls, and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

DATE: MAY 20, 2003                      BY: /S/ JOHN R. SIGNORELLO
                                            JOHN R. SIGNORELLO,
                                            CHAIRMAN & CEO
<PAGE>
                                  Exhibit Index

Exhibit #         Description

  99.1            Certification of Chairman & CEO Relating to a Periodic
                  Report containing Financial Statements