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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): December 15, 2004


      <u>                SmartServ Online, Inc.                            </U>
      (Exact Name of Registrant as Specified in its Charter)


<u>     Delaware          </u>            <u>    0-28008  </U>             <u>   13-3750708</u>
(State or Other Jurisdiction of     (Commission              (I.R.S. Employer
Incorporation or Organization)     File Number)             Identification No.)



<u>2250 Butler Pike, Suite 150, Plymouth Meeting, Pennsylvania          19462</u>
(Address of Principal Executive Offices)                       (Zip Code)

       Registrant's Telephone Number, Including Area Code: (610) 397-0689


          <u>                             N/A                                           </u>
          (Former Name or Former Address, if Changed Since Last Report)



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:


[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)


[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)


[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))


[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))






ITEM 4.01.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On December 20, 2004, the Audit Committee of the Board of Directors of SmartServ
Online,  Inc. (the "Company")  selected  Carlin,  Charron &amp; Rosen,  LLP ("Carlin
Charron")  as  its  new  independent   registered  public  accounting  firm,  in
replacement of Grant Thornton LLP ("Grant Thornton").

During the  Company's  most recent  fiscal year ended  December 31, 2003 and the
subsequent  interim period from January 1, 2004 through the date of this report,
there were no  disagreements  with Grant  Thornton  on any matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which  disagreements,  if not resolved to the  satisfaction of Grant
Thornton,  would have caused it to make  reference to the subject  matter of the
disagreement  in  connection  with  its  report  on the  Company's  consolidated
financial statements.

By mutual  agreement,  the Company  engaged  Carlin  Charron and  concluded  its
relationship with Grant Thornton as of December 15, 2004.

The  audit  report  issued  by  Grant  Thornton  on the  consolidated  financial
statements of the Company as of and for the year ended December 31, 2003 did not
contain an adverse opinion or a disclaimer of opinion, nor were they modified as
to uncertainty, audit scope, or accounting principles.

The Company  provided Grant Thornton with a copy of the statements  contained in
this Current Report on Form 8-K and requested  that Grant  Thornton  furnish the
Company  with a letter  addressed  to the  Securities  and  Exchange  Commission
stating whether Grant Thornton agrees with such statements,  and if not, stating
in which  respects  it does not agree.  Upon  receipt of such  letter from Grant
Thornton,  the  Company  will  promptly  file such  letter as an  exhibit  to an
amendment to this Current Report on Form 8-K.

During the  Company's  2002 and 2003 fiscal years and the interim  period during
2004, the Company did not consult Carlin  Charron  regarding the  application of
accounting principles to a specific completed or contemplated transaction or the
type of  audit  opinion  that  might  be  rendered  on the  Company's  financial
statements.

Ernst &amp; Young LLP ("E&amp;Y") was the Company's  independent  auditor for the fiscal
year ended December 31, 2002. The Company filed a Form 8-K on November 14, 2003,
regarding the resignation of E&amp;Y as the Company's independent auditor.



                                       2



                                   SIGNATURES

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


                                                     SMARTSERV ONLINE, INC.



Dated:  December 21, 2004                   By:<u> /s/ Robert M. Pons       </u>
                                                   Robert M. Pons,
                                                   Chief Executive Officer




                                       3




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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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): December 15, 2004
SmartServ Online, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
0-28008
13-3750708
(State or Other Jurisdiction of     (Commission              (I.R.S. Employer
Incorporation or Organization)     File Number)             Identification No.)
2250 Butler Pike, Suite 150, Plymouth Meeting, Pennsylvania          19462
(Address of Principal Executive Offices)                       (Zip Code)

       Registrant's Telephone Number, Including Area Code: (610) 397-0689
N/A
(Former Name or Former Address, if Changed Since Last Report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

ITEM 4.01.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On December 20, 2004, the Audit Committee of the Board of Directors of SmartServ
Online,  Inc. (the "Company")  selected  Carlin,  Charron & Rosen,  LLP ("Carlin
Charron")  as  its  new  independent   registered  public  accounting  firm,  in
replacement of Grant Thornton LLP ("Grant Thornton").

During the  Company's  most recent  fiscal year ended  December 31, 2003 and the
subsequent  interim period from January 1, 2004 through the date of this report,
there were no  disagreements  with Grant  Thornton  on any matter of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which  disagreements,  if not resolved to the  satisfaction of Grant
Thornton,  would have caused it to make  reference to the subject  matter of the
disagreement  in  connection  with  its  report  on the  Company's  consolidated
financial statements.

By mutual  agreement,  the Company  engaged  Carlin  Charron and  concluded  its
relationship with Grant Thornton as of December 15, 2004.

The  audit  report  issued  by  Grant  Thornton  on the  consolidated  financial
statements of the Company as of and for the year ended December 31, 2003 did not
contain an adverse opinion or a disclaimer of opinion, nor were they modified as
to uncertainty, audit scope, or accounting principles.

The Company  provided Grant Thornton with a copy of the statements  contained in
this Current Report on Form 8-K and requested  that Grant  Thornton  furnish the
Company  with a letter  addressed  to the  Securities  and  Exchange  Commission
stating whether Grant Thornton agrees with such statements,  and if not, stating
in which  respects  it does not agree.  Upon  receipt of such  letter from Grant
Thornton,  the  Company  will  promptly  file such  letter as an  exhibit  to an
amendment to this Current Report on Form 8-K.

During the  Company's  2002 and 2003 fiscal years and the interim  period during
2004, the Company did not consult Carlin  Charron  regarding the  application of
accounting principles to a specific completed or contemplated transaction or the
type of  audit  opinion  that  might  be  rendered  on the  Company's  financial
statements.

Ernst & Young LLP ("E&Y") was the Company's  independent  auditor for the fiscal
year ended December 31, 2002. The Company filed a Form 8-K on November 14, 2003,
regarding the resignation of E&Y as the Company's independent auditor.

                                       2

                                   SIGNATURES

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

                                                     SMARTSERV ONLINE, INC.

Dated:  December 21, 2004                   By:
/s/ Robert M. Pons
Robert M. Pons,
                                                   Chief Executive Officer

                                       3