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): November 23, 2005

                                  Uphonia, 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

                             SmartServ Online, Inc.
          -------------------------------------------------------------
          (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))

<PAGE>

Item 1.02 Termination of a Material Definitive Agreement

      On November 23, 2005, Prima  Communications,  Inc.  ("Prima") gave written
notice of  termination  of the Master Vendor  Agreement,  dated January 7, 2005,
pursuant to which the Calling  Card  Division  of the Company  (the  "Division")
purchased  its  supply of  calling  cards.  This  termination  was  stated to be
effective   December  22,  2005.   Notwithstanding   this  technical  notice  of
termination, Prima orally assured the Division that Prima would continue to sell
calling  cards to the  Division  pursuant  to the  terms of such  Master  Vendor
Agreement and such sales of Calling Cards  continued  after December 22, 2005 in
accordance  therewith.  On or about  February 11, 2006,  Prima ceased  supplying
calling cards to the Division.

      The Company is in a dispute with Prima as master vendor of calling  cards.
Prima is  controlled by some or all of the former  owners of KPCCD,  Inc.,  from
whom the Company  purchased  the  Division  during  January,  2005.  The Company
alleges  that Prima has over  charged the Company on sales of calling  cards and
other allegations.  Prima has asserted that it is owed approximately  $4,300,000
by the Division for calling cards.

      On November 23, 2005, in  connection  with the  termination  of the Master
Vendor Agreement, Nimesh Patel and Kala Patel gave written notice of termination
of their Employment Agreements effective December 23, 2005.

      The information  contained in Item 8.01 hereof is  incorporated  herein by
reference.

Item 2.05 Costs Associated with Exit or Disposal Activities

      The Division has discontinued its active operations and terminated its two
employees  effective March 27, 2006. After the  discontinuance  of the Division,
the  Company  will  have  no  ongoing   revenues.   In   connection   with  such
discontinuance,  the Company will incur  termination  costs  relating to the two
employees of the Division of approximately  $2,500 and expects to incur contract
termination  costs  principally  with respect to the leased premises used by the
Division.  The  Company  is unable in good faith to make a  determination  of an
estimate of all of such termination costs. The Company will file an amendment to
this Form 8-K within four business days after it makes a  determination  of such
estimate or range of estimates.

      The information  contained in Item 8.01 hereof is  incorporated  herein by
reference.

Item 2.06 Material Impairments

      In connection  with  shutting down the Division,  the Company is reviewing
whether a material charge for  impairment,  including  goodwill  relating to the
acquisition of KPCCD, Inc., will be required under generally accepted accounting
principles. No conclusion has been reached as of the date of filing of this Form
8-K. If such conclusion is reached,  the Company intends to file an amendment to
this Form 8-K providing the information  responsive to Item 2.06 with respect to
such  material  impairment  within  four  business  days  after  it  makes  such
conclusion.


                                      -2-
<PAGE>

Item 4.02  Non-Reliance on Previously  Issued Financial  Statements or a Related
Audit Report or Completed Internal Review

      In  connection  with the  Company's  pending SB-2  Registration  Statement
originally  filed on September 30, 2005, the Securities and Exchange  Commission
has commented as to the  appropriate  accounting for options and warrants issued
in connection with, and derivative  instruments embedded in, our debt agreements
and in our Series A preferred  stock. In that regard,  the Company has engaged a
consultant experienced in the area of embedded derivatives and the consultant is
assisting  the Company in evaluating  the  appropriate  accounting  for embedded
derivatives related to the Company's financings in 2003, 2004 and 2005.

      The  officers  of  the  Company  have  concluded  that  as the  result  of
responding to these comments,  that the options and warrants issued will have to
be accounted for as derivative instrument  liabilities rather than as equity (as
we have  historically  treated them), and that the embedded  conversion  options
related  to the debt and  series A  preferred  stock,  together  with any  other
embedded  derivative  instruments,  may need to be bifurcated  from the debt and
series A preferred  stock  hosts and  accounted  for  separately  as  derivative
instrument  liabilities.  In periods  subsequent to each financing the change in
fair value of these  instruments  will result in an adjustment of this liability
with  the  corresponding  gain  or  loss  being  recorded  in the  statement  of
operations.  At the date of conversion of the  instrument or the exercise of the
warrants, the corresponding liability will be reclassified to equity.

      The Company is  continuing  its analysis as to the extent that such change
in accounting will be reflected in previously  issued financial  statements with
respect to 2003,  2004 and 2005. The officers of the Company have concluded that
previously issued financial statements  concerning such periods should no longer
be relied upon.

Item 5.02 Departure of Directors or Principal Officers

      (b) On March 23, 2006, Mr. Robert  Hartnett  resigned as a director of the
Company, effective immediately.

Item 8.01 Other Events

      The  Company  is  examining  matters at the  Division  level  relating  to
handling of funds,  recordkeeping,  pricing and internal  control  matters.  The
Company is also examining at the Division level that financial records appear to
have been altered or are missing.

      The Company is  developing a plan to evaluate the nature and  magnitude of
the  foregoing  matters,  the impact on the Company and the affect on previously
issued  financial  statements  of the Company.  As part of such plan the Company
intends  to  engage a firm to  undertake  a  forensic  accounting  of the  above
matters.


                                      -3-
<PAGE>

      The Audit  Committee  of the Company has  launched an  investigation  with
respect to the  above-described  matters.  The Audit  Committee has approved the
retention  of a firm to undertake  forensic  accounting  of the  above-described
matters.

      In light of the above-described  matters,  the Company believes that there
may be material  weaknesses  in its  disclosure  controls  and  procedures.  The
Company is reviewing and assessing such disclosure controls and procedures.

      The  Company's  lender  CAMOFI  Master  LDC ("the  Lender")  has  notified
customers  of the  Division  to pay the  Lender  directly  with  respect  to the
Division's outstanding accounts receivable.  The Company is cooperating with the
Lender in collection  efforts.  The outstanding amount due the Lender as of such
date was approximately  $3,000,000 which is secured by, among other things,  the
accounts  receivable of the Division and  $1,000,000  which is on deposit with a
bank as security for a letter of credit issued on the Company's behalf.

      The Company  expects  that it will be late in filing its Form 10-K for its
fiscal year ending  December 31, 2005 due to the matters  described in Item 4.02
hereof and herein.

Forward-Looking Statements

This current report on Form 8-K contains forward-looking statements that involve
risks and uncertainties.  Forward-looking  statements in this document and those
made from  time-to-time by the Company are made under the safe harbor provisions
of  the  Private  Securities  Litigation  Reform  Act of  1995.  Forward-looking
statements concerning future plans or results are necessarily only estimates and
actual results could differ materially from  expectations.  Certain factors that
could cause or contribute to such differences are described from time to time in
the Company's filings with the Securities and Exchange Commission, including but
not limited to, the "Risk Factors"  described under the heading "Certain Factors
That May Affect Future Results" in the Company's  Annual Report on Form 10-KSB/A
for the year ended December 31, 2004 and other SEC filings.


                                      -4-
<PAGE>

                                   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.


                                                 SMARTSERV ONLINE, INC.


Dated: March 28, 2006                            By: /s/ Robert M. Pons
                                                     ------------------------
                                                     Robert M. Pons,
                                                     Chief Executive Officer


                                      -5-
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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): November 23, 2005

                                  Uphonia, 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

                             SmartServ Online, Inc.
          -------------------------------------------------------------
          (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 1.02 Termination of a Material Definitive Agreement

      On November 23, 2005, Prima  Communications,  Inc.  ("Prima") gave written
notice of  termination  of the Master Vendor  Agreement,  dated January 7, 2005,
pursuant to which the Calling  Card  Division  of the Company  (the  "Division")
purchased  its  supply of  calling  cards.  This  termination  was  stated to be
effective   December  22,  2005.   Notwithstanding   this  technical  notice  of
termination, Prima orally assured the Division that Prima would continue to sell
calling  cards to the  Division  pursuant  to the  terms of such  Master  Vendor
Agreement and such sales of Calling Cards  continued  after December 22, 2005 in
accordance  therewith.  On or about  February 11, 2006,  Prima ceased  supplying
calling cards to the Division.

      The Company is in a dispute with Prima as master vendor of calling  cards.
Prima is  controlled by some or all of the former  owners of KPCCD,  Inc.,  from
whom the Company  purchased  the  Division  during  January,  2005.  The Company
alleges  that Prima has over  charged the Company on sales of calling  cards and
other allegations.  Prima has asserted that it is owed approximately  $4,300,000
by the Division for calling cards.

      On November 23, 2005, in  connection  with the  termination  of the Master
Vendor Agreement, Nimesh Patel and Kala Patel gave written notice of termination
of their Employment Agreements effective December 23, 2005.

      The information  contained in Item 8.01 hereof is  incorporated  herein by
reference.

Item 2.05 Costs Associated with Exit or Disposal Activities

      The Division has discontinued its active operations and terminated its two
employees  effective March 27, 2006. After the  discontinuance  of the Division,
the  Company  will  have  no  ongoing   revenues.   In   connection   with  such
discontinuance,  the Company will incur  termination  costs  relating to the two
employees of the Division of approximately  $2,500 and expects to incur contract
termination  costs  principally  with respect to the leased premises used by the
Division.  The  Company  is unable in good faith to make a  determination  of an
estimate of all of such termination costs. The Company will file an amendment to
this Form 8-K within four business days after it makes a  determination  of such
estimate or range of estimates.

      The information  contained in Item 8.01 hereof is  incorporated  herein by
reference.

Item 2.06 Material Impairments

      In connection  with  shutting down the Division,  the Company is reviewing
whether a material charge for  impairment,  including  goodwill  relating to the
acquisition of KPCCD, Inc., will be required under generally accepted accounting
principles. No conclusion has been reached as of the date of filing of this Form
8-K. If such conclusion is reached,  the Company intends to file an amendment to
this Form 8-K providing the information  responsive to Item 2.06 with respect to
such  material  impairment  within  four  business  days  after  it  makes  such
conclusion.

                                      -2-
Item 4.02  Non-Reliance on Previously  Issued Financial  Statements or a Related
Audit Report or Completed Internal Review

      In  connection  with the  Company's  pending SB-2  Registration  Statement
originally  filed on September 30, 2005, the Securities and Exchange  Commission
has commented as to the  appropriate  accounting for options and warrants issued
in connection with, and derivative  instruments embedded in, our debt agreements
and in our Series A preferred  stock. In that regard,  the Company has engaged a
consultant experienced in the area of embedded derivatives and the consultant is
assisting  the Company in evaluating  the  appropriate  accounting  for embedded
derivatives related to the Company's financings in 2003, 2004 and 2005.

      The  officers  of  the  Company  have  concluded  that  as the  result  of
responding to these comments,  that the options and warrants issued will have to
be accounted for as derivative instrument  liabilities rather than as equity (as
we have  historically  treated them), and that the embedded  conversion  options
related  to the debt and  series A  preferred  stock,  together  with any  other
embedded  derivative  instruments,  may need to be bifurcated  from the debt and
series A preferred  stock  hosts and  accounted  for  separately  as  derivative
instrument  liabilities.  In periods  subsequent to each financing the change in
fair value of these  instruments  will result in an adjustment of this liability
with  the  corresponding  gain  or  loss  being  recorded  in the  statement  of
operations.  At the date of conversion of the  instrument or the exercise of the
warrants, the corresponding liability will be reclassified to equity.

      The Company is  continuing  its analysis as to the extent that such change
in accounting will be reflected in previously  issued financial  statements with
respect to 2003,  2004 and 2005. The officers of the Company have concluded that
previously issued financial statements  concerning such periods should no longer
be relied upon.

Item 5.02 Departure of Directors or Principal Officers

      (b) On March 23, 2006, Mr. Robert  Hartnett  resigned as a director of the
Company, effective immediately.

Item 8.01 Other Events

      The  Company  is  examining  matters at the  Division  level  relating  to
handling of funds,  recordkeeping,  pricing and internal  control  matters.  The
Company is also examining at the Division level that financial records appear to
have been altered or are missing.

      The Company is  developing a plan to evaluate the nature and  magnitude of
the  foregoing  matters,  the impact on the Company and the affect on previously
issued  financial  statements  of the Company.  As part of such plan the Company
intends  to  engage a firm to  undertake  a  forensic  accounting  of the  above
matters.

                                      -3-
The Audit  Committee  of the Company has  launched an  investigation  with
respect to the  above-described  matters.  The Audit  Committee has approved the
retention  of a firm to undertake  forensic  accounting  of the  above-described
matters.

      In light of the above-described  matters,  the Company believes that there
may be material  weaknesses  in its  disclosure  controls  and  procedures.  The
Company is reviewing and assessing such disclosure controls and procedures.

      The  Company's  lender  CAMOFI  Master  LDC ("the  Lender")  has  notified
customers  of the  Division  to pay the  Lender  directly  with  respect  to the
Division's outstanding accounts receivable.  The Company is cooperating with the
Lender in collection  efforts.  The outstanding amount due the Lender as of such
date was approximately  $3,000,000 which is secured by, among other things,  the
accounts  receivable of the Division and  $1,000,000  which is on deposit with a
bank as security for a letter of credit issued on the Company's behalf.

      The Company  expects  that it will be late in filing its Form 10-K for its
fiscal year ending  December 31, 2005 due to the matters  described in Item 4.02
hereof and herein.

Forward-Looking Statements

This current report on Form 8-K contains forward-looking statements that involve
risks and uncertainties.  Forward-looking  statements in this document and those
made from  time-to-time by the Company are made under the safe harbor provisions
of  the  Private  Securities  Litigation  Reform  Act of  1995.  Forward-looking
statements concerning future plans or results are necessarily only estimates and
actual results could differ materially from  expectations.  Certain factors that
could cause or contribute to such differences are described from time to time in
the Company's filings with the Securities and Exchange Commission, including but
not limited to, the "Risk Factors"  described under the heading "Certain Factors
That May Affect Future Results" in the Company's  Annual Report on Form 10-KSB/A
for the year ended December 31, 2004 and other SEC filings.

                                      -4-
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.

                                                 SMARTSERV ONLINE, INC.

Dated: March 28, 2006                            By: /s/ Robert M. Pons
                                                     ------------------------
                                                     Robert M. Pons,
                                                     Chief Executive Officer

                                      -5-