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 December 31, 2002

{ } 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) 964-0150

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: 30,580,878 issued and
outstanding at February 24, 2003.

<PAGE>
                                   ICEWEB INC.


              QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDED
                                December 31, 2002

                                TABLE OF CONTENTS



                                                                        Page No.
PART I   FINANCIAL INFORMATION

Item 1   Financial Statements

         Unaudited Condensed Balance Sheet as at DECEMBER 31, 2002             3

         Unaudited Condensed Statements of Operations for the three
         months ended December 31, 2002 and December 31, 2001                  4

         Unaudited Condensed Statements of Cash Flows for the three
         months ended December 31, 2002 and December 31, 2001                  5

         Notes to Unaudited Condensed Financial Statements                   6-7

Item 2   Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                          7-13

PART II  OTHER INFORMATION                                                    13

         Signatures                                                           15


                                        2
<PAGE>

Item 1. Financial Statements

                                  ICEWEB, INC.

                                December 31, 2002
                             CONDENSED BALANCE SHEET
                                   (UNAUDITED)

                                     ASSETS                             2002
Current assets:

  Accounts receivable, net .......................................        6,470
                                                                    -----------

    Total current assets .........................................        6,470


Property and equipment, net ......................................       89,785

Deposits .........................................................        9,533
                                                                    -----------

Total assets .....................................................      105,788

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Bank overdraft .................................................  $     3,707
  Accounts payable ...............................................  $   347,280
  Accrued expenses ...............................................       17,513
  Line of credit - related party .................................      326,341
  Notes payable - related party ..................................      270,000
                                                                    -----------

    Total current liabilities ....................................      964,841

Stockholders' deficit:
  Common stock, $.001 par value; 100,000,000 shares authorized, ..       30,581
30,580,878 issued
  Additional paid in capital .....................................    1,674,598
  Accumulated deficit ............................................   (2,564,232)
                                                                    -----------

    Total stockholders' deficit ..................................     (859,053)
                                                                    -----------

Total liabilities and stockholders' deficit ......................      105,788


              See notes to condensed unaudited financial statements

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                                   ICEWEB INC.

                        CONDENSED STATEMENT OF OPERATIONS
           THREE MONTHS ENDED DECEMBER 31, 2002 AND December 31, 2001
                                   (UNAUDITED)

                                                      Three Months Ended

                                                December 31,       December 31,
                                                    2002                2001


Revenues .................................      $     19,811       $     73,428

Cost of Sales ............................             8,121             24,562
                                                ------------       ------------

Gross Profit .............................            11,690             48,866

Operating expenses:

  Marketing & sales ......................             8,060             73,104

  General &
  Administrative .........................           111,778            145,075
                                                ------------       ------------
                                                     119,838            218,179

Operating loss ...........................          (108,148)          (169,313)

Interest income ..........................                 4                 57



Net loss .................................      $   (108,144)      $   (169,256)
                                                ============       ============

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

Weighted average common shares ...........        30,309,487         24,620,500
outstanding


              See notes to condensed unaudited financial statements

                                        4
<PAGE>
                                   ICEWEB INC.

                        CONDENSED STATEMENT OF CASH FLOWS
           THREE MONTHS ENDED DECEMBER 31, 2002 AND December 31, 2001
                                  (UNAUDITED)


                                                         December     December
                                                         31, 2002     31, 2001

NET CASH PROVIDED (USED) IN OPERATIONS .................    (62,967)    (56,917)

CASH FLOWS FROM INVESTING ACTIVITIES

  Proceeds from sale of fixed assets ...................        250       4,970
                                                            -------     -------

NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES .......        250       4,970

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from note payable - related party ...........     20,000      50,000

  Proceeds from private offering .......................     30,000           0
                                                            -------     -------

NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES .......     50,000      50,000

NET INCREASE (DECREASE) IN CASH ........................    (12,717)     (1,947)

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


CASH, end of period ....................................     (3,707)    (17,431)
                                                            =======     =======


              See notes to condensed unaudited financial statements

                                        5
<PAGE>
                                   ICEWEB Inc.

               Notes to Condensed Financials Statements unaudited


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, 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 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

                                                    2002

                    Furniture and fixtures ....  $  19,195
                    Computers and equipment ...    159,563
                    Software ..................     96,615
                    Automobiles ...............      3,600
                    Intangibles ...............          0
                    Leasehold improvements
                      Accumulated depreciation    (189,188)
                                                 ---------

                    Property and equipment, net     89,785
                                                 =========


NOTE 3 - 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.


NOTE 4 - RELATED PARTIES

The Company has a new temporary note payable for $20,000 due to a shareholder of
the Company. The note is described more fully below under NOTES PAYABLE.

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<PAGE>

NOTE 5 - STOCK OFFERING

The Company had a private placement of up to 3,000,000 units as of September 30,
2002 that to closed December 31, 2002. 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.

NOTE 6 - NOTES PAYABLE

In October 2002, the Company borrowed a total of $20,000 from a related party.
The note is unsecured non-interest bearing, and payable upon demand.

NOTE 7 - 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.

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<PAGE>

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.

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.

                                        8
<PAGE>

Markets for Products and Services

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

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.

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 the Cendant
Corporation 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 dramatically increases.

Iceweb has the ability to profitably sell its products and services while
innovating to comply 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

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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.

Services

Consulting - Iceweb's consulting staff has years of 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 telesales and direct marketing. We
are also building a highly focused sales channel to refer or resell Iceweb
solutions.

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:

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<PAGE>

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 and affiliates.
Agents and affiliates earn commissions or discounts based on their sales
volumes.

Competitive Advantages

Iceweb competitive advantages are its lean business model with low fixed costs
and its favorable margin on products and services through its technology.
Iceweb's core competency of digital media production is manifested in its
IceSHOW(TM) technology.

Our technology makes the creation of online multimedia shows easy and affordable
whether Iceweb is doing the work or the customers are using one of Iceweb's
products to do the work themselves. In either case, the cost and complexity of
the development is reduced substantially.

Results of Operations

Net revenues - for the three months ended December 31, 2002, we generated
revenues of $19,811, compared to $73,428 the comparative period in 2001, a
decrease of 73%. Sales for the three months ending December 31, 2002 were lower
than the previous quarter and lower than the same quarter for the previous
fiscal year. 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.

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<PAGE>

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 $73,104 for the three months ended December 31, 2001 to $8,060 for the
three months ended December 31, 2002, a decrease of $65,044 or 89%. This
decrease was 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 $145,075 for the three months
ended December 31, 2001 to $112,469 for the three months ended December 31, 2002
a decrease of $ 32,606 or 22%. The primary reasons for this decrease was a
reduction in rent expense, personnel costs, and other fixed expenses. This also
represents our success in operational efficiency initiatives to streamline work
processes to permanently reduce the Company's overall cost structure.

Overall, our loss per share was $(.00) for the three months ended December 31,
2002. 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

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<PAGE>

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.

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<PAGE>

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 President and Chief Financial Officer. Based upon that evaluation,
they 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

         a) Exhibits

         Exhibit 99.1  Certification of Quarterly Reports for the period ending
                       December 31, 2002 by the Principal Executive Officer and
                       the Principal Financial Officer.

         b) Reports on Form 8-K

         None.


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                                   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: February 24, 2003            By: /s/ John R. Signorello
                                        ----------------------
                                        John R. Signorello,
                                        Chairman and CEO




                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

         In connection with the accompanying Quarterly Report on Form 10-Q/A of
Iceweb, Inc. for the quarter ended December 31, 2002, I, John R. Signorello,
Chairman and Chief Executive Officer of Iceweb, Inc., hereby certify pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, to the best of my knowledge and belief, that:

         (1) such Quarterly Report on Form 10-QSB of Iceweb, Inc. for the
quarter ended December 31, 2002, fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2) the information contained in such Quarterly Report on Form 10-QSB
of Iceweb, Inc. for the quarter ended December 31, 2002, fairly presents, in all
material respects, the financial condition and results of operations of Iceweb,
Inc.

                                                     /s/ John R. Signorello

                                                     John R. Signorello
                                                     Chairman and CEO


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