UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SEC FILE NUMBER 000-27865
FORM 12b-25
CUSIP NUMBER 451034102
NOTIFICATION OF LATE FILING
(Check one): _X_ Form 10-KSB ___ Form 20-F ___ Form 11-K ___ Form 10-Q
___ Form 10-D ___ Form N-SAR ___ Form N-CSR
For Period Ended: SEPTEMBER 30, 2006
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___ Transition Report on Form 10-K
___ Transition Report on Form 20-F
___ Transition Report on Form 11-K
___ Transition Report on Form 10-Q
___ Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HERIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
________________________________________________________________________________
PART I - REGISTRANT INFORMATION
ICEWEB, INC.
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Full Name of Registrant
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Former Name if Applicable
205 VAN BUREN STREET SUITE 150
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Address of Principal Executive Office (Street and Number)
HERNDON, VIRGINIA 20170
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City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)
(a) The reason described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense
(b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
[X] thereof, will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or
portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, or the
transition report or portion thereof, could not be filed within the prescribed
time period.
REGISTRANT NEEDS ADDITIONAL TIME DUE TO CHANGE AND RESTRUCTURING OF MANAGEMENT.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
JOHN R. SIGNORELLO 703 964-8000
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports reports required under SECTION 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceeding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). Yes __X__ No _____
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
Yes _____ No __X__
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
________________________________________________________________________________
ICEWEB, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: DECEMBER 29, 2006 By: /s/ JOHN R. SIGNORELLO
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JOHN R. SIGNORELLO, PRESIDENT
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001).