SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



     Date of Report (Date of earliest event reported) February 17, 2004
                                                      ------------------


                                  ICEWEB, INC.
                                  ------------
             (Exact name of registrant as specified in its charter)


          Delaware                       0-27866                 13-2640971
 ----------------------------    ------------------------    -------------------
 (State of other jurisdiction    (Commission File Number)      (IRS Employer
       or incorporation)                                     Identification No.)


                620 Herndon Parkway, Suite 360, Herndon, VA 20170
          ------------------------------------------------------------
          (Address of principal executive offices, including zip code)



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



          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


Item 4.  Changes in Registrant's Certifying Accountants.

         (A) Previous Independent Accountants

                  (i) Daszkal Bolton LLP, Certified Public Accountants ("Daszkal
Bolton"), by letter dated February 17, 2004, was dismissed as the independent
accountant for IceWeb, Inc. (the "Company") for the reasons specified in the
last paragraph of this item. Daszkal Bolton had been the independent accountant
for, and audited the financial statements of, the Company for the fiscal years
ended September 30, 2002 and 2001.

                  (ii) The reports of Daszkal Bolton on the financial statements
of the Company for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles, except the reports expressed that the
financial statements were prepared assuming that the Company would continue as a
going concern. This qualification was attributable to the circumstance that the
Company had suffered recurring losses from operations and had a net capital
deficiency.

                  (iii) The Company's Board of Directors unanimously approved
the dismissal of Daszkal Bolton.

                  (iv) In connection with the audits for the two most recent
fiscal years and in connection with Daszkal Bolton's review of the subsequent
interim period preceding dismissal, there have been no disagreements between the
Company and Daszkal Bolton on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which would have
caused Daszkal Bolton to make a reference thereto in its report on the Company's
financial statements for those periods. During the two most recent fiscal years
and prior to the date hereof, the Company had no reportable events (as defined
in Item 304 (a)(1)(v) of Regulation S-B).

         The Company has requested that Daszkal Bolton furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not
Daszkal agrees with the above statements.

         (B) Engagement of New Independent Auditors

         The Company engaged Sherb & Co., LLP ("Sherb") as its new independent
accountants as of February 13, 2004 as the Company's Board of Directors
determined that it would be more cost effective and efficient using the services
of Sherb. Prior to such date, the Company did not consult with Sherb regarding
(i) the application of accounting principles, or (ii) the type of audit opinion
that might be rendered by Sherb.

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                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                        ICEWEB, INC.



                                        By: /s/ John Signorello
                                            -------------------
                                            John Signorello
                                            Chief Executive Officer


DATED:  February 17, 2004




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