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The following is an excerpt from a 10KSB/A SEC Filing, filed by SMARTSERV ONLINE INC on 5/12/2004.
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UPHONIA,INC. - 10KSB/A - 20040512 - COMPENSATION
Item 10. Executive Compensation

Executive Compensation

The following table sets forth, for each of the last three full fiscal years, information concerning annual and long-term compensation, paid or accrued for services in all capacities during the fiscal year ended December 31, 2003, for our Chief Executive Officers during 2003 and for the two executive officers (collectively, the "Named Executive Officers") with base salary and bonuses exceeding $100,000 during 2003:

                                                 Summary Compensation Table
                                                 --------------------------
                                      Annual Compensation                  Long-term Compensation
                             --------------------------------------- --------------------------------------

                                                          Other
                                                          Annual     Restricted   Securities
Name and Principal           Fiscal                    Compensation    Stock      Underlying    All Other
Position                      Year    Salary    Bonus     (1)(2)     Awards (3)   Options (4)  Compensation
-----------------------------------------------------------------------------------------------------------
Robert Pons (5)             2003     $44,000   $   --     $   --      $   --        50,000       $16,000
Chief Executive Officer     2002         -0-       --         --          --            --            --
                            2001         -0-       --         --          --            --            --

Sebastian E. Cassetta (6)   2003      90,449       --         --          --            --        12,941(8)
Former Chief Executive      2002     215,521       --      7,500          --        34,667        42,022(8)
Officer                     2001     255,000   50,000      9,750          --            --        37,218(8)

Thomas W. Haller (7)        2003     102,400        --     4,000          --            --         9,932(9)
Former Senior Vice          2002     134,479        --     6,000          --        13,250         9,932(9)
President and Chief         2001     164,558    37,500     6,000          --         3,750         9,932(9)
Financial Officer

Richard Kerschner (10)      2003     100,000       --         --          --            --            --
Former Senior Vice          2002     131,667       --         --          --            --            --
President and General       2001     160,000   48,000         --          --        13,333            --
Counsel

(1) Amounts shown consist of a non-accountable expense allowance.
(2) The aggregate amount of personal benefits not included in the Summary Compensation Table does not exceed the lesser of either $50,000 or 10% of the total annual salary and bonus paid to the Named Executive Officers.

(3) The Named Executive Officers did not receive any long-term incentive plan payouts during fiscal 2003, 2002 or 2001.

(4) All options granted to the Named Executive Officers in 2002 were the result of the reduction of the exercise prices of options to purchase a like number of shares granted in previous years. The exercise price reductions were approved by our stockholders at the Annual Meeting of Stockholders on December 13, 2002. The previously granted options are shown in the table if such options were granted during the reported period. Mr. Pons' warrants were granted in 2003 pursuant to his Consulting Agreement with us dated August 4, 2003.

(5) Salary reflects amounts paid under Mr. Pons' Consulting Agreement with us dated August 4, 2003. Mr. Pons served as Interim Chief Executive Officer from August 28, 2003 to January 24, 2004 pursuant to this Consulting Agreement. He is now our Chief Executive Officer.

(6) Mr. Cassetta left our employ in August 2003.
(7) Mr. Haller left our employ in January 2004.
(8) Amount represents premiums paid by for life and disability insurance for the benefit of Mr. Cassetta and membership dues approved by the Board of Directors.
(9) Amounts represent premiums paid by us for life insurance for the benefit of the employee.
(10) Mr. Kerschner left our employ in February 2004.

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Stock Options

The following table sets forth information with respect to stock options granted to the Named Executive Officers in fiscal year 2003:

Option Grants in Last Fiscal Year

                                    Number of         % of Total Options Granted
                              Securities Underlying   to Employees in the fiscal    Exercise           Expiration
Name                            Options Granted(1)              year(2)               Price               Date
----------------------------- ----------------------- --------------------------- ----------------- ---------------------
Robert Pons                          41,667(1)                 83.3%                   $2.04           August 4, 2008

                                      8,133(1)                 16.7%                   $2.04           August 4, 2008

(1) Represents warrants to purchase shares of our common stock issued to Mr. Pons pursuant to his consulting arrangement with us. See "Agreements with Named Executive Officers" for details.
(2) We did not grant any options in fiscal year 2003. However, during fiscal year 2003 we did grant these warrants to Mr. Pons, who subsequently became our Interim Chief Executive Officer in August 2003.

The following table sets forth information as to the number of unexercised shares of common stock underlying stock options and the value of unexercised in-the-money stock options at December 31, 2003:

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year End Option Value (1)(2)

                                                   Number of Unexercised       Value of Unexercised
                                                  Securities Underlying        In-The-Money Options
                          Shares                  Options at Fiscal Year        at Fiscal Year End
                        Acquired on      Value      End Exercisable/              Exercisable/
Name                     Exercise      Realized      Unexercisable                Unexercisable
---------------------------------------------------------------------------------------------------
Robert Pons                   --          --          50,000/0                      $0/$0

Sebastian E. Cassetta         --          --          21,250/0                      $0/$0

Thomas W. Haller              --          --        29,083/1,500                    $0/$0

Richard Kerschner             --          --          21,667/0                      $0/$0

(1) Value is based on the closing price of our common stock as reported by the OTC Bulletin Board on December 31, 2003 ($1.40) less the exercise price of the option.
(2) No stock options were exercised by the Named Executive Officers during the fiscal year ended December 31, 2003.

Agreements with Named Executive Officers

We entered into a consulting agreement with Robert Pons, dated August 4, 2003 ("Pons Consulting Agreement"), whereby Mr. Pons rendered consulting services to us related to our business activities, strategic planning, and market research and strategic due diligence on proposed business opportunities. The agreement had an initial term of four months and was continued until he became our Chief Executive Officer on January 24, 2004. As compensation for such services, we agreed to pay him a cash fee of $15,000 per month ($4,000 of which was deferred until we closed a financing on no less than $2.5 million), issued to him a warrant to purchase 41,667 shares of our common stock, which was changed to 50,000 shares of our common stock, and agreed to pay him a transaction fee equal to 1% of (i) any cash or securities received by us from any equity transaction during the term of the agreement and (ii) sales revenue received and recognized by us resulting

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from his assistance. The warrant expires in August 2008, is convertible at the price of $2.04 per share, and became exercisable in December 2003. The Pons Consulting Agreement was entered into prior to Mr. Pons becoming our Interim Chief Executive Officer on August 28, 2003.

We entered into an Employment Agreement with Robert Pons, dated March 12, 2004. The agreement provides for a 4 year term with a base annual salary of $210,000 in the first year of the term, subject to increases as determined by the Board of Directors. Mr. Pons shall also be eligible for bonuses in the event we meet certain performance goals related to raising additional capital, revenue targets or other goals mutually set by Mr. Pons and us. Mr. Pons also received an option to purchase 1,300,000 shares of our common stock under a non-plan option agreement, which option has an exercise price of $1.50 per share and a term of 10 years. The option provides for 557,141 shares to vest immediately and the remaining 742,859 shares to vest in equal amounts as of the last day of each calendar quarter commencing March 31, 2004. The options will vest immediately upon a Change of Control (as defined in his option agreement) or in the event Mr. Pons is terminated Other Than for Cause or he terminates employment for Good Reason (as each is defined under the Employment Agreement). Mr. Pons will also receive 12 months of base salary upon termination Other Than for Cause or if he terminates employment for Good Reason

We entered into a Separation Agreement with Sebastian E. Cassetta, our former Chairman and Chief Executive Officer, effective as of October 21, 2003 (the "Cassetta Separation Agreement"). The Cassetta Separation Agreement terminated Mr. Cassetta's rights under his employment agreement, including without limitation, any rights to compensation and severance, in exchange for the consideration set forth therein, including the following: (i) a cash payment for unpaid base salary and accrued vacation of $18,990.30, payable on or before October 31, 2003, (ii) forgiveness over a 3 year period of certain loans in the original principal amount of $500,000 plus accrued interest, (iii) extension of the Put Right contained in Mr. Cassetta's Restricted Stock Agreement dated December 28, 1998, allowing Mr. Cassetta 1 year instead of 60 days to either repay a promissory note in the original principal amount of $457,496.86 plus accrued interest, or return 94,707 restricted shares of our common stock in full satisfaction of such promissory note and accrued interest thereon.

In connection with his retirement, we entered into a Separation Agreement with Mario Rossi, our former Executive Vice President, Chief Technology Officer, and Director, effective as of October 21, 2003 (the "Rossi Separation Agreement"). The Rossi Separation Agreement terminated Mr. Rossi's rights under his employment agreement, including without limitation, any rights to compensation and severance, in exchange for the consideration set forth therein, including the following: (i) a cash payment for unpaid base salary and vacation of $16,667.00 payable in two equal installments on October 31, 2003 and November 20, 2003, (ii) a cash payment for unpaid contractual base salary of $112,500.00, of which $81,370.69 will be offset against Mr. Rossi's obligation to us of $47,004.00 in accrued interest on a restricted stock note in the original principal amount of $152,500 (the "Rossi Note"), and the remaining $31,129.31 to be paid in two equal installments on April 21, 2004 and October 21, 2004, (iii) a warrant to purchase 41,667 shares of our common stock at no less than $2.40 per share, and (iv) pursuant to Mr. Rossi's rights under a Restricted Stock Agreement, cancellation of the principal amount of the Rossi Note upon delivery by Mr. Rossi to us of the 34,347 shares of restricted stock securing the Rossi Note. In January 2004, Mr. Rossi assigned and transferred all 34,397 restricted shares of common stock to us in full satisfaction of the outstanding non-recourse debt of $68,000.

We entered into a retention agreement with Thomas W. Haller, Senior Vice President and Chief Financial Officer, effective as of June 20, 2003 (the "Haller Agreement"), pursuant to which Mr. Haller would receive the following severance benefits if he is terminated by us other than for Cause (as defined in the Haller Agreement): (i) 12 months of Mr. Haller's then current annual base salary (but in no event less than $165,000 per annum), plus any deferred and unpaid salary and bonus, payable in equal quarterly installments, in advance,
(ii) continuation of health, disability, and life insurance coverage for a period equal to the earlier of 12 months or Mr. Haller's eligibility for replacement coverage from a new employer, and (iii) vesting of any unvested stock options and extension of the exercise period of all stock options to one year from the Termination Date, as defined in the Haller Agreement. Mr. Haller left our employ in January 2004, which we believe does not trigger such severance benefits.

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We entered into a retention agreement with Richard D. Kerschner, Senior Vice President, General Counsel and Secretary, effective as of June 20, 2003 (the "Kerschner Agreement"), pursuant to which Mr. Kerschner would receive the following severance benefits if he was terminated by us other than for Cause (as defined in the Kerschner Agreement): (i) 9 months of Mr. Kerschner's then current annual base salary (but in no event less than $160,000 per annum), plus any deferred and unpaid salary and bonus, payable in equal quarterly installments, in advance, (ii) continuation of health and disability insurance coverage for a period equal to the earlier of 9 months or Mr. Kerschner's eligibility for replacement coverage from a new employer, and (iii) vesting of any unvested stock options and extension of the exercise period of all stock options to one year from the Termination Date, as defined in the Kerschner Agreement. In connection with him leaving our employ in February 2004, Mr. Kerschner entered into an Employee Separation Agreement with us, dated February 2, 2003, providing for his severance compensation of continuation of his current, reduced salary of $100,000 through June 30, 2004, a one-time payment of $15,000 and issuance of a warrant to purchase 50,000 shares of our common stock. The Employee Separation Agreement replaced and superceded the Kerschner Agreement. The warrant has a term of five years, is immediately exercisable, has an exercise price of $1.65 per share, and contains registration rights for the shares underlying the warrants. In consideration of his severance payments, he agreed to join our Advisory Board to provide strategic advice and transition services until June 30, 2004.

Directors' Compensation

Each director who is not an officer or employee of SmartServ is reimbursed for his or her out-of-pocket expenses incurred in connection with attendance at meetings or other SmartServ business. As of January 1, 2004, each non-employee director receives a $1,500 fee for each meeting he or she attends. Additionally, each committee member receives up to $1,000 per committee meeting attended.

The Compensation Committee has the discretionary authority to grant options to directors. The exercise price of each share of common stock under any option granted to a director is equal to the fair market value of a share of common stock on the date the option was granted. On September 13, 2002, each director was granted an option to purchase 1,667 shares of our common stock at an exercise price of $8.52 per share, which was the average of high and low stock prices for the preceding day. As the then Vice Chairman of the Board of Directors, L. Scott Perry was granted an option to purchase an additional 5,000 shares at an exercise price of $8.52 per share. No options were granted to directors in the year ended 2003. Commencing January 1, 2003, the Compensation Committee set L. Scott Perry's compensation as Vice Chair at $5,000 per quarter, which arrangement has continued in his current position as Chairman of the Board of Directors.

Item 11. Security Ownership of Certain Beneficial Owners and Management and -------- Related Stockholder Matters

The following table sets forth, as of March 1, 2004, certain information with respect to the beneficial ownership of our common stock by (i) each person known by us to beneficially own more than 5% of our outstanding shares of common stock or preferred stock, (ii) each or our directors, (iii) each of the Named Executive Officers and (iv) all of our executive officers and directors as a group.

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                                            Common Stock                  Series A Preferred Stock
                                            ------------                  ------------------------
                                 Amount and Nature     Percent of     Amount and Nature    Percent of
      Name and Address of          of Beneficial       Outstanding      of Beneficial      Outstanding
      Beneficial Owner (1)         Ownership (2)       Shares (3)       Ownership (2)      Shares (3)      Total(4)
      --------------------         -------------       ----------       -------------      ----------      --------
Kevin Kimberlin                    4,477,402 (5)           67.16%         46,065(17)          5.27%       32.03% (5), (17)
c/o Spencer Trask
535 Madison Avenue
New York, New York 10021

Global Capital Funding Group,        257,333 (6)            9.89%             0                 *          2.27% (6)
L.P.
106 Colony Park Drive, Suite 900
Cumming, Georgia 30040


Steven B. Rosner                     165,012 (7)            6.79%             0                 *          1.48% (7)
1220 Mirabeau Lane
Gladwyn, Pennsylvania 19035

TecCapital, Ltd.                     185,958 (8)            7.93%             0                 *          1.68% (8)
Cedar House
41 Cedar Avenue
Hamilton, HM 12, Bermuda

Sebastian E. Cassetta                118,598 (9)            5.01%             0                 *          1.07% (9)
415 Mine Hill Road
Fairfield, Connecticut 06824

Robert M. Pons                        50,000 (10)           2.09%             0                 *              * (10)

Richard D. Kerschner                  71,667 (11)           2.97%             0                 *              * (11)

Thomas W. Haller                      29,194 (12)           1.23%             0                 *              * (12)

L. Scott Perry                         9,306 (13)             *               0                 *              * (13)

Catherine Cassel Talmadge              5,119 (14)             *               0                 *              * (14)

Charles R. Wood                        5,666 (15)             *               0                 *              * (15)


All executive officers and
directors as a group (4 persons)      70,091 (16)           2.91%             0                 *              * (16)


* Less than 1%

(1) Under the rules of the Securities and Exchange Commission ("SEC"), addresses are only given for holders of 5% or more of our outstanding common stock who are not currently officers or directors. This table contains information furnished to us by the respective stockholders or contained in filings made with the SEC.
(2) Under the rules of the SEC, a person is deemed to be the beneficial owner of a security if such person has or shares the power to vote or direct the voting of such security or the power to dispose or direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities if that person has the right to acquire beneficial ownership within 60 days of March 1, 2004. For purposes of beneficial ownership of our common stock, excludes shares of common stock that may be acquired upon the conversion of Series A preferred stock held by such person. Except as otherwise indicated, the named entities or individuals have sole voting and investment power with respect to the shares of common stock and preferred stock beneficially owned.
(3) Represents the number of shares of common stock or preferred stock (as applicable) beneficially owned as of March 1, 2004 by each named person or group, expressed as a percentage of the sum of all of (i) the shares of such class outstanding as of such date, and (ii) the number of shares of such class not outstanding, but beneficially owned by such named person or group as of such date. There were 2,344,630 shares of common stock and 874,824 shares of Series A preferred stock outstanding on March 1, 2004. Excludes 500,002 shares of common stock yet to be issued (as of March 1, 2004) in connection with the acquisition of the outstanding stock of nReach, Inc., which shares were issued on March 2, 2004.

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(4) The percentage in this column is based upon the total number of shares of common stock beneficially owned, calculated by assuming conversion of all of the outstanding Series A preferred shares.

(5) Includes holdings of (i) Spencer Trask Ventures, Inc., a Delaware corporation and wholly-owned subsidiary of Spencer Trask & Co., a Delaware corporation, of which Kevin Kimberlin is the controlling shareholder, (ii) Spencer Trask Investment Partners LLC, a Delaware limited liability company, of which Kevin Kimberlin is the non-member manager, and (iii) Spencer Trask Private Equity Fund I, LP, Spencer Trask Private Equity Fund II LP, Spencer Trask Private Equity Accredited Fund III, LLC, and Spencer Trask Illumination Fund (collectively, the "Funds"), of which Kevin Kimberlin is an approximately 80% owner of the manager of such Funds. Includes 4,321,848 shares of common stock subject to warrants. Excludes 80,002 shares of common stock to be issued as a finder's fee in connection with the September and November 2003 bridge financings. If such shares were included, Kevin Kimberlin would beneficially own 4,557,404 shares of our common stock, representing 68.36% of the outstanding common shares and 32.55% of the total outstanding capital stock (see footnote 4 above).
(6) Consists of 257,333 shares of common stock subject to warrants.
(7) Includes 85,012 shares of common stock subject to warrants. Excludes 25,000 shares of common stock subject to warrants issued to Mr. Rosner on March 31, 2004, which warrants are currently exercisable or exercisable within sixty (60) days.

(8) Excludes 63,274 shares of common stock subject to issuance in connection with the November 2003 bridge financing and 94,322 shares of common stock subject to issuance in connection with the 2004 Private Placement.

(9) Includes 21,250 shares of common stock subject to options. Also includes 342 shares held in trust for the benefit of Mr. Cassetta's wife and 2,300 shares of common stock held by his children.
(10) Consists of 50,000 shares of common stock subject to warrants. Excludes 603,570 shares of common stock subject to options granted to Mr. Pons on March 12, 2004, which options are currently exercisable or exercisable within sixty (60) days.
(11) Consists of 50,000 shares of common stock subject to warrants and 21,667 shares of common stock subject to options.
(12) Includes 29,083 shares of common stock subject to options.
(13) Includes 9,167 shares of common stock subject to options.
(14) Includes 5,000 shares of common stock subject to options and 33 shares of common stock held for her daughter under the Uniform Gift to Minors Act.
(15) Includes 3,333 shares of common stock subject to options.
(16) Includes 33 shares of common stock held for Ms. Talmadge's daughter under the Uniform Gift to Minors Act and 67,500 shares of common stock subject to options and warrants issued to all executive officers and directors. Excludes shares of common stock beneficially owned by Messrs. Cassetta, Haller and Kerschner as they were not officers of SmartServ as of March 1, 2004. Also excludes 325,000 shares of common stock subject to options that were granted on March 12, 2004 to Timothy G. Wenhold, our Chief Operating Officer since March 12, 2004, which options are currently exercisable or exercisable within sixty (60) days.
(17) Excludes 2,612 shares of Series A preferred stock and 26,120 shares of common stock subject to warrants issued to Adam Stern, an employee of Spencer Trask, in connection with the 2004 Private Placement.

Equity Compensation Plan Information

The table below sets forth certain information as of our fiscal year ended December 31, 2003 regarding the shares of our common stock available for grant or granted under stock option plans that (i) were adopted by our stockholders and (ii) were not adopted by our stockholders.

                                                                                      Number of securities remaining
                                                                                       available for future issuance
                               Number of securities to be        Weighted-average        under equity compensation
                                 issued upon exercise of        exercise price of     plans (excluding securities in
                                   outstanding options         outstanding options    the first column of this table)
                                   -------------------         -------------------    -------------------------------
Equity compensation
plans approved by
security holders                          28,880                      $8.40                       250,000

Equity compensation plans
not approved by security
holders                                  157,417                      $9.76                            --
                                         -------                      -----                       -------

Total                                    186,297                      $9.55                       250,000
                                         =======                      =====                       =======

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Description of Plans Not Adopted by Stockholders

The aggregate number of shares of our common stock for which options may be granted under the 1999 Stock Option Plan ("1999 Plan") is 66,667. Such options may be issued to key employees, officers who are our key employees, directors and consultants. The 1999 Plan is administered by the Board of Directors. The Board of Directors may grant only non-qualified stock options (options which do not comply with section 422 of the Internal Revenue Code of 1986, as amended) under the 1999 Plan. The 1999 Plan permits the administrators of the plan, in their sole discretion, to allow the cashless exercise of options. As of December 31, 2003, there were options to purchase 40,367 shares of common stock issued and outstanding and -0- available for grant pursuant to the 1999 Plan.

On December 28, 1999, the Board of Directors granted Stephen Lawler, then a director, an option to purchase 3,333 shares of common stock at an exercise price of $102.042 per share. Such option vested immediately and expires on December 27, 2004. As of December 31, 2003, such option remained outstanding.

The aggregate number of shares of our common stock for which options may be granted under the 2000 Stock Option Plan ("2000 Plan") is 225,000. Such options may be issued to key employees, officers who are our key employees, directors and consultants. The 2000 Plan is administered by the Board of Directors. The Board of Directors may grant only non-qualified stock options (options which do not comply with section 422 of the Internal Revenue Code of 1986, as amended) under the 2000 Plan. The 2000 Plan permits the administrators of the plan, in their sole discretion, to allow the cashless exercise of options. As of December 31, 2003, there were options to purchase 113,717 shares of common stock issued and outstanding and -0- shares of common stock available for grant pursuant to the 2000 Plan.

Footnote 13 to our financial statements, included in this Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003, contains additional information regarding each of the stock option plans described above.

Item 12. Certain Relationships and Related Transactions

Steven B. Rosner, a beneficial owner of more than 5% of our common stock, entered into an agreement with us, dated October 25, 1999, whereby Mr. Rosner was to provide consulting services to us. Pursuant to an amendment dated January 4, 2000, the agreement was extended until October 24, 2002 (the agreement as amended, the "Rosner Agreement"). Pursuant to the Rosner Agreement, Mr. Rosner received $125,000 and warrants to purchase (i) 16,667 shares of common stock at $15.75 per share, (ii) 16,667 shares of common stock at $21.75 per share and
(iii) 1,334 shares of common stock at $110.25 per share. Mr. Rosner has exercised warrants to purchase 33,333 shares of common stock. The remaining warrants expire on October 25, 2004. In December 2002, we entered into a two year consulting agreement with Mr. Rosner to replace the Rosner Agreement. As consideration for such services, we granted Mr. Rosner a warrant to purchase 41,667 shares of common stock at an exercise price of $7.68 per share. The warrants expire on December 4, 2005. In March 2004, we amended and restated the December 2002 consulting agreement by extending the term by one year until March 2005. In consideration for this new agreement, we granted Mr. Rosner a warrant to purchase 300,000 shares of common stock at an exercise price of $1.50 per share and Mr. Rosner waived $60,000 in consulting fees that we owed him under the December 2002 consulting agreement. This amended and restated agreement superceded the December 2002 consulting agreement.

Mr. Rosner also acted as a finder in the September 2002 private placement of our Units. For his services as a finder, Mr. Rosner received warrants to purchase 31,062 shares of common stock at $5.10 per share and a cash fee of $157,500 from us. The warrants expire on September 8, 2007. In May and June 2003, Mr. Rosner acted as a finder in connection with our private placement of Units consisting of convertible notes and warrants to purchase common stock issued by us to 20 accredited investors, Mr. Rosner received a finder's fee of $10,500, warrants to purchase 12,283 shares of common stock at $4.464 per share and 5,556 shares of unregistered common stock. As a result of anti-dilution provisions and subsequent financings, the exercise price of the warrants was reduced to $1.50 per share in September 2003.

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In January 2003, we issued a note to Mr. Rosner in consideration of $70,000. Proceeds from the note were used for working capital. The debt was evidenced by an unsecured note bearing an interest rate of 12% per annum and was repaid in February 2003.

In December 2000, our Board of Directors authorized the issuance of a line of credit of up to $500,000 to Sebastian E. Cassetta, our then Chief Executive Officer and Chairman of the Board. Mr. Cassetta issued promissory notes, effective on January 2, 2001 and March 20, 2001, aggregating $500,000 to us in exchange for amounts borrowed under the line of credit. Each note bears interest at the prime rate and matures three years from the date the note was issued. Interest for the period January 2, 2001 to June 30, 2002 has been accrued and is payable at maturity. Commencing July 1, 2002 interest is payable semi-annually in arrears. While these loans were to mature in December 2003 and January 2004, in October 2003 we agreed to forgive these loans over a three-year period and we extended the term of certain other loans pursuant to Mr. Cassetta's Separation Agreement with us as described in the section entitled "Agreements with Named Executive Officers".

In January 2000, we issued Mr. Mario Rossi, our then Executive Vice President and Chief Technology Officer, 34,347 shares of restricted common stock in exchange for Mr. Rossi's note in the amount of $152,500. Such note is secured by the common stock issued to Mr. Rossi. In October 2003, pursuant to Mr. Rossi's rights under his Restricted Stock Agreement and in connection with his retirement, the principal amount of this note will be cancelled upon his delivery to us of the 34,347 shares of restricted stock securing this note. In January 2004, Mr. Rossi assigned and transferred all 34,397 restricted shares of common stock to us in full satisfaction of the outstanding non-recourse debt of $68,000. Please see the description of the Separation Agreement with Mr. Rossi in the section entitled "Agreements with Named Executive Officers" for additional information.

We entered into a consulting arrangement with Spencer Trask in May 2003 providing that Spencer Trask would render corporate financial consulting, financial advisory, and investment banking services to us ("Trask Consulting Agreement"). Under the Trask Consulting Agreement, we agreed to pay consulting fees of $7,500 per month commencing July 1, 2003 thru May 31, 2004 and we issued Spencer Trask 83,333 shares of our common stock. Spencer Trask is a beneficial owner of more than 5% of our common stock.

As part of the consulting arrangement, Spencer Trask acted as a finder and assisted us with sales of Units consisting of convertible debentures and warrants from May 2003 through November 2003 in the aggregate amount of $2,685,000. We paid Spencer Trask a finders fee consisting of $349,050 in cash (including finders fees and non-accountable expenses), 152,223 shares of our common stock (includes 9,445 shares which have yet to be issued to Spencer Trask as of March 31, 2004) and a warrant to purchase 749,146 shares of our common stock at exercise prices ranging from $1.50 to $1.90 per share. We also reimbursed Spencer Trask for $20,000 of legal expenses and $5,000 of out-of-pocket expenses. As a result of the anti-dilution provisions in the warrant, we subsequently issued Spencer Trask an additional warrant to purchase 445,393 shares of our common stock at an exercise price of $1.50.

Under the terms of the Trask Consulting Agreement, we are obligated to pay Spencer Trask a fee upon closing of our acquisition of nReach, based on 5% of the first two-million dollars of the aggregate consideration of such acquisition, 4% of the next two million dollars or portion thereof, 3% of the third $2,000,000 or portion thereof, and 2.5% of the balance of the consideration. For purposes of determining the aggregate consideration, the total value of liabilities assumed are included, and fees on any contingent payment shall be paid to Spencer Trask when such contingent payment is made. Spencer Trask has agreed to accept shares of our common stock in lieu of cash with respect to such fees.

Under the terms of the Trask Consulting Agreement, in the event that on or before May 31, 2004 or 18 months thereafter (under certain conditions), we sell, outside the ordinary course of business, our company or any of our assets, securities or business by means of a merger, consolidation, joint venture or exchange offer, or any transaction resulting in any change in control of us or our assets or business, or we purchase, outside the ordinary course of business, another company or any of its assets, securities or business by means of a merger, consolidation, joint venture or exchange offer, or we receive an investment in us (other than an

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investment pursuant to an agented offering, which will be subject to compensation pursuant to a separate arrangement with Spencer Trask), we will owe Spencer Trask a cash fee and in some instances, warrants.

Spencer Trask served as the placement agent for the 2004 Private Placement. In accordance with the terms of the Placement Agency Agreement, dated January 29, 2004, Spencer Trask received compensation consisting of (i) a cash fee of $1,002,500, or 10% of the aggregate purchase price of all of the Units acquired for cash, (ii) a non-accountable expense allowance of $300,750, or 3% of the aggregate proceeds of all Units sold for cash in the transaction, and (iii) warrants to purchase a number of shares of common stock equal to 20% of the shares of common stock underlying the securities in the Units sold for cash, constituting in the aggregate warrants to purchase 1,336,666 shares of common stock at $1.50 per share and warrants to purchase 1,336,666 shares of common stock at $2.82 per share.

In February 2003, we issued a convertible note to Global Capital Funding Group, LP ("Global") in consideration for the receipt of $1 million. Global is the beneficial owner of more than 5% of our common stock. The note bore interest at the rate of 10% per annum, and was secured by our assets, exclusive of our internally developed software products. The note matured on February 14, 2004, contained certain anti-dilution provisions, and could have been converted into shares of our common stock at $6.60 per share. As additional consideration, we issued Global a warrant for the purchase of 33,333 shares of our common stock at an exercise price of $9.68 per share. In April 2003, we borrowed an additional $250,000 from Global and amended the convertible note to include such amount. As additional consideration, we issued Global a warrant for the purchase of 3,333 shares of our common stock at an exercise price of $7.20 per share. The warrants issued to Global contain certain antidilution provisions and expire on February 14, 2006. Proceeds from the notes were used for working capital purposes.

In connection with a September 2003 sale of Units (comprised of convertible debentures and warrants to purchase common stock), we required the consent of Global, the holder of $1.25 million of our convertible debentures issued in February and April 2003, and of 51% or more of the holders of our $1.5 million convertible debentures issued in connection with the bridge financings in May and June 2003. As an inducement to obtain their consent, such holders received
(a) a change in the conversion price of their convertible debentures equal to the lowest conversion price of the debentures issued in September 2003 financing ($1.896 per share) and (b) an increase in the number of shares purchasable pursuant to the warrant to reflect a full ratchet dilution formula with a decrease in the exercise price of the warrants to the exercise price of the warrants issued in such September financing ($1.50). In November, 2003, as an inducement to obtain Global's consent to the sale of Units (comprised of convertible debentures and warrants to purchase common stock) in the November 2003 transaction and the sale of Units in the 2004 Private Placement transaction, we issued Global a warrant to purchase 16,667 shares of common stock at an exercise price of $2.40 per share.

On February 13, 2004, we paid $1,391,504 to Global in full satisfaction of our convertible debentures issued in February and April 2003 in the principal amount of approximately $1.25 million plus accrued interest of $141,504.

Pursuant to Robert Pons' Consulting Agreement and Employment Agreement, he was entitled to a transaction fee equal to 1% of any cash or securities received by us from any equity transaction. Based on this, he received $100,000 from us in 2004 in connection with the 2004 Private Placement transaction. Mr. Pons is currently our Chief Executive Officer, but he was neither a director nor Chief Executive Officer at the time the Consulting Agreement was executed.

We believe that the terms of the transactions described above were no less favorable to us than would have been obtained from a non-affiliated third party for similar transactions at the time of entering into such transactions. In accordance with our policy, such transactions were approved by a majority of our independent disinterested directors.

70

Item 13. Exhibits and Reports on Form 8-K

(a) Index to Exhibits

Exhibit Description

2.1     Reorganization and Stock Purchase Agreement dated as of January 29, 2004
        by and among nReach,  SmartServ and the shareholders of nReach set forth
        on Schedule A thereto /12/

3.1     Amended and Restated  Certificate  of  Incorporation  of  SmartServ,  as
        amended /16/

3.2     By-laws of SmartServ, as amended /8/
4.1     Specimen Certificate of SmartServ's Common Stock /8/
4.2     Stock  Purchase  Agreement,  dated May 12, 2000,  between  SmartServ and
        TecCapital, Ltd., The Abernathy Group and Conseco Equity Fund /11/
4.3     Convertible Note, dated February 14, 2003,  between SmartServ and Global
        Capital Funding Group, LP /2/
4.4     Security Agreement dated February 14, 2003, between SmartServ and Global
        Capital Funding Group, LP /2/
4.5     Amendment  No. 1 to the  Convertible  Note between  SmartServ and Global
        Capital Funding Group, LP /15/
4.6     Amendment No. 1 to the Security  Agreement  between SmartServ and Global
        Capital Funding Group, LP /15/
4.7     Amendment  No. 2 to the  Convertible  Note between  SmartServ and Global
        Capital Funding Group, LP /15/
4.8     Amendment No. 2 to the Security  Agreement  between SmartServ and Global
        Capital Funding Group, LP /15/
4.9     Form of Warrant for the Investors in the September  2003  Placement (the
        "September Investors") /13/
4.10    Form  of  Registration   Rights  Agreement  between  SmartServ  and  the
        September Investors /13/
4.11    Form of Warrant for the  Investors in the November 2003  Placement  (the
        "November Investors") /13/
4.12    Form of Registration Rights Agreement between SmartServ and the November
        Investors /13/
4.13    Form of Warrant for the  Investors in the May 2003  Placement  (the "May
        Investors") /14/
4.14    Form of  Registration  Rights  Agreement,  dated May 19,  2003,  between
        SmartServ and the May Investors /14/
4.15    Form of Warrant for the Investors in the June 2003  Placement (the "June
        Investors") /14/
4.16    Form of  Registration  Rights  Agreement,  dated June 13, 2003,  between
        SmartServ and the June Investors /14/

4.17    Form of Letter  Agreement  Extending  the Maturity  Date of  Convertible
        Debentures  from  November  19,  2003  to  February  19,  2004,  between
        SmartServ and each of the May, June and September Investors /16/
4.18    Form of Letter  Agreement  Extending  the Maturity  Date of  Convertible
        Debentures  from  December  19,  2003  to  February  19,  2004,  between
        SmartServ and the November Investors /16/
4.19    Form of Warrant for the  Investors  in the 2004 Private  Placement  (the
        "2004 Private Placement Investors") /16/
4.20    Form of Registration Rights Agreement,  dated February 13, 2004, between
        SmartServ and the Investors in the 2004 Private Placement /16/
4.21    Specimen Certificate of SmartServ's Series A Convertible Preferred Stock
        /16/
4.22    Form of Warrant for Spencer  Trask  issued  pursuant to the 2004 Private
        Placement /16/

10.1    Information  Distribution  License  Agreement  dated as of July 18, 1994
        between SmartServ and S&P ComStock, Inc. /8/
10.2    New York Stock  Exchange,  Inc.  Agreement for Receipt and Use of Market
        Data  dated as of August 11,  1994  between  SmartServ  and the New York
        Stock Exchange, Inc. /8/
10.3    The Nasdaq Stock Market,  Inc. Vendor  Agreement for Level 1 Service and
        Last Sale Service dated as of September  12, 1994 between  SmartServ and
        The Nasdaq Stock Exchange, Inc. ("Nasdaq") /8/
10.4    Amendment to Vendor  Agreement for Level 1 Service and Last Sale Service
        dated as of October 11, 1994 between SmartServ and Nasdaq. /8/

                                       71

10.5    Lease  Agreement  dated as of March 4, 1994,  between  SmartServ and One
        Station  Place,  L.P.  regarding  SmartServ's   Stamford,   Connecticut,
        offices /8/
10.6    Lease  Modification  and Extension  Agreement,  dated  February 6, 1996,
        between  SmartServ and One Station  Place,  L.P.  regarding  SmartServ's
        Stamford, Connecticut, offices /9/
10.7    Second Lease Modification and Extension Agreement,  dated June 29, 2000,
        between  SmartServ and One Station  Place,  L.P.  regarding  SmartServ's
        Stamford, Connecticut, offices /6/
10.8    License   Agreement   between   SmartServ   and  Salomon   Smith  Barney
        (Confidential  treatment  has been  requested  with  respect  to certain
        portions of this agreement) /4/
10.9    1996 Stock Option Plan /10/ *

10.10 1999 Stock Option Plan /11/ *
10.11 2000 Stock Option Plan /6/ *
10.12 2002 Stock Option Plan /3/ *
10.13 Separation Agreement between SmartServ and Sebastian Cassetta, effective as of October 21, 2003 /13/ *
10.14 Restricted Stock Purchase Agreement between SmartServ and Sebastian E.


Cassetta, dated December 29, 1999 /7/*

10.15 Separation Agreement between SmartServ and Mario F. Rossi, effective as of October 21, 2003 /13/ *
10.16 Restricted Stock Purchase Agreement between SmartServ and Mario F.


Rossi, dated December 29, 1999 /7/ *

10.17 Amended Restricted Stock Purchase Agreement between SmartServ and Sebastian E. Cassetta, dated December 31, 1999 /11/ *
10.18 Amended Promissory Note between SmartServ and Sebastian E. Cassetta, dated January 4, 2000 /11/ *
10.19 Amended Security Agreement between SmartServ and Sebastian E. Cassetta, dated January 4, 2000 /11/ *
10.20 Promissory Note, dated January 2, 2001, between SmartServ and Sebastian E. Cassetta /5/ *
10.21 Promissory Note, dated March 20, 2001, between SmartServ and Sebastian E. Cassetta /5/ *
10.22 Amended Restricted Stock Purchase Agreement between SmartServ and Mario F. Rossi, dated December 31, 1999 /11/ *
10.23 Amended Promissory Note between SmartServ and Mario F. Rossi, dated January 4, 2000 /11/ *
10.24 Amended Security Agreement between SmartServ and Mario F. Rossi, dated January 4, 2000 /11/ *
10.25 Form of Securities Purchase Agreement between SmartServ and the September Investors /13/
10.26 Form of Convertible Debenture for the September Investors /13/
10.27 Form of Securities Purchase Agreement between SmartServ and the November Investors /13/
10.28 Form of Convertible Debenture for the November Investors /13/
10.29 Form of Securities Purchase Agreement, dated May 19, 2003, between SmartServ and the May Investors /14/
10.30 Form of Convertible Debenture for the May Investors /14/
10.31 Form of Securities Purchase Agreement, dated June 13, 2003, between SmartServ and the June Investors /14/
10.32 Form of Convertible Debenture for the June Investors /14/
10.33 Consulting Agreement, dated May 15, 2003, between SmartServ and Spencer Trask Ventures, Inc. /14/
10.34 Severance Agreement, dated June 20, 2003, between SmartServ and Richard Kerschner /14/ *
10.35 Severance Agreement, dated June 20, 2003, between SmartServ and Thomas Haller /14/ *
10.36 Form of Amendment Agreement, dated June 13, 2003, to the May 19, 2003 Securities Purchase Agreement between SmartServ and the May Investors /14/

10.37 Consulting Agreement between SmartServ and Robert Pons, dated August 4, 2003, as amended /16/ *
10.38 Consulting Agreement between SmartServ and Timothy G. Wenhold, dated August 1, 2003 /16/ *
10.39 Placement Agency Agreement, dated January 29, 2004, between SmartServ and Spencer Trask in connection with the 2004 Private Placement /16/

16      Letter from Ernst & Young, LLP to the Securities and Exchange Commission
        dated November 13, 2003 on April 13, 2004 /1/

21      List of Subsidiaries /16/

23.1    Consent of Grant Thornton, LLP +
23.2    Consent of Ernst & Young LLP +

                                       72

31.1    Certification   of  Robert   Pons   pursuant   to  Section  302  of  the
        Sarbanes-Oxley Act of 2002 +
31.2    Certification   of  Len  von  Vital  pursuant  to  Section  302  of  the
        Sarbanes-Oxley Act of 2002 +

32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+

+ Filed herewith

1 Filed as an exhibit to our Form 8-K, dated November 13, 2003

2 Filed as an exhibit to our Form 8-K, dated March 3, 2003

3 Filed as an exhibit to our Proxy Statement for the 2002 Annual Meeting of Stockholders

4 Filed as an exhibit to Amendment No. 3 to our registration statement on Form S-3 (Registration No. 333-100193) on February 11, 2003

5 Filed as an exhibit to our Annual Report on Form 10-KSB for the year ended December 31, 2001

6 Filed as an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended June 30, 2000

7 Filed as an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999

8 Filed as an exhibit to our registration statement on Form SB-2
(Registration No. 333-114)

9 Filed as an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended June 30, 1996

10 Filed as an exhibit to our Proxy Statement dated October 10, 1996

11 Filed as an exhibit to our Registration Statement on Form SB-2 (Registration No. 333-43258) on August 7, 2000

12 Filed as an exhibit to our Form 8-K, dated February 28, 2004

13 Filed as an exhibit to our Quarterly Report on Form 10-QSB for the quarter ended September 30, 2003

14 Filed as an exhibit to our Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003

15 Filed as an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002

16 Filed as an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003 on April 13, 2004

* Management contract or compensation plan or arrangement required to be noted as provided in Item 13(a) of the Form 10-KSB rules.

73

(b) Reports on Form 8-K

On November 14, 2003, we filed a report on Form 8-K which included, pursuant to Items 4 and 7 thereof, an announcement of the resignation of Ernst & Young LLP as our independent auditors, and the Audit Committee's prior authorization to our management to seek to retain another accounting firm.

On December 2, 2003, we filed a report on Form 8-K which included, pursuant to Item 4, an announcement of the engagement of Grant Thornton, LLP as our new independent accountant to audit our financial statements for the fiscal year ended December 31, 2003.

Item 14. Principal Accountant Fees and Services

Audit and Other Fees Paid to Independent Auditors

The following table presents fees billed by E&Y and Grant Thornton for professional services rendered to us in fiscal years ended December 31, 2002 and December 31, 2003.

Services Rendered*           Fiscal 2003       Fiscal 2002
-----------------            -----------       -----------

Audit Fees                   $   101,910       $   188,000
Audit-Related Fees           $         0       $         0
Tax Fees                     $         0       $     7,000
All Other Fees               $         0       $         0


* E&Y served as our independent auditors during fiscal year 2002 and until November 6, 2003. Grant Thornton was engaged as our new independent auditors on November 24, 2003 and performed the audit for fiscal year 2003. See Item 8 - "Changes in and Disagreements with Accountants on Accounting and Financial Disclosure" for more details.

Audit Fees

The audit fees are billed for professional services rendered for the audit of our annual financial statements, the reviews of the financial statements included in our Quarterly Reports on Form 10-Q, and services provided in connection with SEC registration statements. Of the fiscal 2003 amount, $11,910 was billed by Grant Thornton relating to its review of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 and meeting with our Audit Committee, and the remaining $60,000 billed by Grant Thornton relates to its audit of our financial statements for the fiscal year ended December 31, 2003. All other amounts were billed by E&Y.

Audit-Related Fees

We did not incur any audit-related fees from our independent auditors for fiscal years 2002 and 2003.

Tax Fees

Tax fees for fiscal year 2002 consisted principally of preparing our U.S. federal, state and local income tax returns for the tax year ended June 30, 2001.

All Other Fees

We did not incur any fees from our independent auditors for all other services (other than audit services, audit-related services and tax services) in fiscal years 2002 and 2003.

74

Pre-Approval Policy for Services by Independent Auditors

Our Audit Committee has implemented pre-approval policies and procedures for our engagement of the independent auditors for both audit and permissible non-audit services. Under these policies and procedures, all services provided by the independent auditors must be approved by the Audit Committee prior to the commencement of the services, subject to certain de minimis non-audit service (as described in Rule 2-01(c)(7)(C) of Regulation S-X) that do not have to be pre-approved as long as management promptly notifies the Audit Committee of such service and the Audit Committee approves it prior to the service being completed. Since May 6, 2003, the effective date of the SEC's rules requiring Audit Committee pre-approval of all audit and non-audit services performed by our independent auditors, all of the services provided by our independent auditors have been approved in accordance with our pre-approval policies and procedures.

75

Signatures

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SMARTSERV ONLINE, INC.
Registrant

By:  /s/Robert M. Pons
     -----------------
       Robert M. Pons
       Chief Executive Officer

Date:  May 12, 2004

In accordance with 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
         ---------                         -----                      ----


/s/   Robert M. Pons              Chief Executive Officer,        May 12, 2004

-------------------------------- (Principal Executive Officer) Robert M. Pons

/s/   Len von Vital               Chief Financial Officer         May 12, 2004
--------------------------------  (Principal Financial and
      Len von Vital               Accounting Officer)


/s/ L. Scott Perry                Chairman of the Board           May 12, 2004
--------------------------------  of Directors
    L. Scott Perry

                                  Director                        May __, 2004
--------------------------------
    Catherine Cassel Talmadge

/s/ Charles R. Wood               Director                        May 12, 2004
--------------------------------
    Charles R. Wood

76

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated March 24, 2004, accompanying the consolidated financial statements incorporated by reference in the Annual Report of SmartServ Online, Inc. and Subsidiaries on Form 10-KSB/A for the year ended December 31, 2003. We hereby consent to the incorporation by reference of said report in the Registration Statements of SmartServ Online, Inc. on Form S-8 (File Nos. 333-47936, effective October 13, 2000; 333-91583, effective November 24, 1999).

/s/ Grant Thornton, LLP


Philadelphia, PA
March 24, 2004


EXHIBIT 23.2

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-91583) of SmartServ Online, Inc. pertaining to its Amended And Restated 1996 Stock Option Plan, Non-Qualified Stock Option Agreements Between The Registrant And Its Employees, and Non-Qualified Stock Option Agreements Between The Registrant And Its Non-Employee Directors and the Registration Statement of SmartServ Online, Inc. (Form S-8 No. 333-47936) pertaining to its Non-Qualified Stock Option Contract Between The Registrant And Alan G. Bozian and the 1999 Stock Option of our report dated April 23, 2003, except for the second paragraph of Note 1 as to which the date is March 24, 2004, with respect to the consolidated financial statements and schedules of SmartServ Online, Inc. included in the Annual Report (Form 10-KSB/A) for the year ended December 31, 2003.

/s/ Ernst & Young LLP


May 11, 2004


Exhibit 31.1

Certification of Chief Executive Officer

I, Robert M. Pons, certify that:

1. I have reviewed this annual report on Form 10-KSB/A of SmartServ Online, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

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

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 12, 2004                                 /s/ Robert M. Pons
      ------------                                 ------------------------
                                                   Robert M. Pons
                                                   Chief Executive Officer


Exhibit 31.2

Certification of Chief Financial Officer

I, Len von Vital, certify that:

1. I have reviewed this annual report on Form 10-KSB/A of SmartServ Online, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

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

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, 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 and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  May 12, 2004                                /s/ Len von Vital
       ------------                                ------------------------
                                                   Len von Vital
                                                   Chief Financial Officer


Exhibit 32.1

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Annual Report on Form 10-KSB/A for the fiscal year ended December 31, 2003 (the "Report") by SmartServ Online, Inc. ("Registrant"), each of the undersigned hereby certifies that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/  Robert M. Pons
----------------------------------------
     Robert M. Pons
     Chief Executive Officer
     Dated: May 12, 2004



/s/  Len von Vital
----------------------------------------
     Len von Vital
     Chief Financial Officer
     Dated: May 12, 2004

A signed original of this written statement required by Section 906 has been provided to SmartServ Online, Inc. and will be retained by SmartServ Online, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

BROKERAGE PARTNERS