UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2009
OR
o 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 000-27865
IceWEB, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 13-2640971 |
State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization |
| Identification No.) |
22900 Shaw Road, Suite 111, Sterling, VA |
| 20166 |
(Address of principal executive offices) |
| (Zip Code |
Registrant’s telephone number, including area code: (571) 287-2400
Securities registered under Section 12(b) of the Exchange Act:
Title of each class |
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| Name of each exchange on which registered |
None |
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| None |
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 Par Value
(Title of class)
Indicate by checkmark if the registrant is a well-know seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No þ
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act
Yes o No þ
Indicate by checkmark 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 o
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained in this form, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer o |
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Non-accelerated filer o | Smaller reporting company x |
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average of the bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold on March 31, 2009, the last business day of the registrant’s most recently completed second fiscal quarter was $ 2,252,355 .
Indicate the number of shares outstanding of each of the registrant’s classes of common equity, as of the latest practicable date. The number of common shares issued and outstanding as of December 21, 2009 was 82,469,617 shares
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended September 30, 2009 of IceWEB, Inc. is being filed for the sole purpose of correcting a clerical error in the filing. In the Form 10-K as originally filed on December 29, 2009, incorporation by reference of the consent of Sherb & Co., LLP dated October 8, 2009 on the filing of our registration statement on Form S-8 was inadvertently omitted. This Amendment No. 1 also contains currently dated certifications as Exhibits 31.1, 31.2, 32.1 and 32.2. No attempt has been made in this Amendment No. 1 to the Form 10-K for the fiscal year ended September 30, 2009 to modify or update any other information presented in the Form 10-K as previously filed nor does this Amendment No. 1 reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Form 10-K previously filed and the registrant’s other filings with the SEC.
PART IV
ITEM 15. EXHIBITS
Consent of Sherb & Co. LLP * | |
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer * | |
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer * | |
Section 906 Certification of Chief Executive Officer * | |
Section 906 Certification of Chief Financial Officer * |
* filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant had duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ICEWEB, INC. | |
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July 15, 2010 | By: | /s/ John R. Signorello |
| John R. Signorello, Chairman and Chief Executive Officer, principal executive officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
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/s/ John R. Signorello |
| Chairman of the Board and CEO, principal |
| July 15, 2010 |
John R. Signorello |
| executive officer |
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/s/ Mark B. Lucky |
| Chief Financial Officer, principal financial |
| July 15, 2010 |
Mark B. Lucky |
| and accounting officer |
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/s/ Hal Compton |
| Director |
| July 15, 2010 |
Hal Compton |
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/s/ Raymond H. Pirtle, Jr. |
| Director |
| July 15, 2010 |
Raymond H. Pirtle, Jr. |
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/s/ Joseph Druzak |
| Director |
| July 15, 2010 |
Joseph Druzak |
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/s/ Jack Bush |
| Director |
| July 15, 2010 |
Jack Bush |
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/s/ Harry E. Soyster |
| Director |
| July 15, 2010 |
Harry E. Soyster |
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