
                                  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): JanuaryDecember 2820, 20052004


                                                   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 1.01 Entry into a Material Definitive Agreement

OnCompensation JanuaryActions 28Taken on February 11, 2005,

  SmartServCEO and COO

On February  Online11,  Inc.2005,  (the  Compensation  Committee  of the Board of Directors
("CompanyCommittee")  enteredand intothe a
letterBoard agreementof Directors  ("Agreement"Board') withof TecCapitalSmartServ  Online,  LtdInc. 
(the  "TECCompany"),  approved pursuantthe tofollowing  compensation  decisions which
TECwith agreedregard to
Robert waiveM. and  release  certain  rightsPons, TECthe hasCompany's underChief aExecutive certain  Stock
Purchase  Agreement  byOfficer and among the  CompanyPresident,  TEC,  The  Abernathy  Group and Timothy
ConsecoWenhold, Equitythe Fund,Company's datedChief MayOperating 12,Officer:

     o    The 2000Committee ("SPA").  TECset providedthe these2005 waiversmaximum and
releasesbonus infor considerationMessrs.  forPons theand grantWenhold
          at to65% TEC of 500,000their shares  ("Shares")base of
thesalary, Company's  commonwhich stockbonus ("Common  Stock").  Thecomprises Companyof believes3 that TEC iscomponents:
the
          a.   Successful  beneficial  ownerintegration of morerecently thanacquired tenKPCCD percent  (10-- 15%) of the  Company's  Commonbase
Stock               salary.

The Agreement          b.   Successful  providesintroduction thatof TEC waives and releases the Company's fromUphonia allbrand claims
that-- TEC15% mayof
               base have:salary.

o    for          c.   Attain  additionalcash  flow  break  even shares of Common Stockor  issuablebetter toin TEC2005 pursuant to certain
     anti-dilution- rights35% providedof for in the SPA;base
               salary.
o    for
          The warrantsspecific  issuableparameters to TECmeasure asif compensation for the Company's  failurefirst totwo  components  have
     register          been withmet thewill Securitiesbe determined  by the  Committee,  and Exchangetheir  Commissionrespective
          employment ("SEC")agreements thewill resalebe ofamended accordingly.

     the  shares  acquired  byo    The TECCommittee underapproved thean SPAincrease andin the  related  anti-dilution
     shares describedbase above;salary andof Messrs.  Pons

o    with          and respectWenhold to all$241,500  covenantsand  made$195,500  per byannum,  respectively.  For
          2005, the CompanyCommittee underalso Articleintends IVto ofissue  additional the
     SPAstock (ioptions to
          Messrs.e.,  Pons  and  Wenhold  from  time affirmativeto post-closingtime covenants made as  determined  by the
          Committee Companyin underits thediscretion.

     SPA),o    The exceptCommittee certainalso indemnificationapproved rightsfurther  amendments ofto TECthe describedbase below.salary and

The          bonus  Agreementpackage of  alsoMessrs.  provides  thatPons theand  covenantsWenhold,  underwhich  Articleamendments  IV shall beare
terminated          conditional  andupon allthe  closing of the  TEC'sproposed  rightsacquisition  thereunder  waivedof Telco
          Group,  exceptInc.  forand related  certain
indemnificationcompanies  rights("Telco  Group").  The  proposed
          acquisition of TECTelco withGroup regard to liabilitywas  under anypreviously  registration
statements  filedannounced by the  Company  covering  the  shares  ofpress TEC.  These  waivedrelease
covenants          on November  include17,  without2004.  limitationIn  particular,  TEC'sin rightthe toevent attendthe meetingsTelco ofGroup
          closing occurs, then the
Company's Boardbase salary of DirectorsMessrs. Pons and Wenhold would
          increase to appoint$350,000 aand director$283,000 toper annum,  respectively.  Also, the
          total  compensation  targets  (including  base  salary  and Boardbonus) for
          Messrs.   Pons  and  Wenhold  for  2005  are  $550,000  along withand  $450,000,
preemptive          respectively,  with anti-dilutionthe  specific  criteria  to andbe  determined  by registrationthe
          Committee rightsand previouslyincorporated grantedinto totheir TECemployment agreements.

Under  Non-Employee theDirectors

Also termson ofFebruary the  Agreement11, 2005,  the Board  Companyapproved  agreedamendments to use bestthe  effortscompensation
paid to
register   the  Shares,  and allnon-employee other  sharesmembers of Common  Stockthe heldBoard.

     o    The bynon-employee TEC,directors inwill a
registration  statement  filedbe withpaid the SEC.following Theannual Companyrates alsofor
          service agreedon tothe useBoard, best
effortswhich towill causebe thispaid registrationon statementa toquarterly becomebasis:

          Non-employee effectiveboard withinmember 180-- days$10,000
after          Non-employee the  acquisition  Chairman of Telcothe GroupBoard is  consummated  or-- this  acquisition  is
abandoned$60,  which  proposed  acquisition  was  previously  disclosed  by a press000
release          Committee datedChairman November-- 17$3,000
          Committee 2004.Member In-- the$2,000

          The eventdirectors thatwill bothbe thereimbursed acquisition for  out-of-pocket  expenses Telcoincurred
Group          in  attending  meetings.  The isBoard notalso  consummated  andintends ato issue  registrationadditional
          stock  statementoptions  covering all of TEC'sto  non-employee   directors  from  time  to  time  as
shares          determined ofby Commonthe StockBoard isin notits declared  effectivediscretion.

     o    The withinBoard 270also daysapproved afterfurther theamendments date
ofto the Agreement,  TECcompensation maypaid (into
          non-employee itsdirectors soleto discretion)  returnbecome alleffective ofupon the(and Sharesconditioned toupon)
          the Companyclosing withinof 330 days from the dateproposed acquisition of theTelco Agreement,Group. andIn particular,
          in suchthe caseevent the
waivers and releasesTelco  grantedGroup  closing  occurs  then in the  Agreementnon-employee
          directors  wouldwill becomebe voidpaid andthe TECfollowing  annual could
pursuerates anyfor claims  againstservice on the
          Board, Companywhich aswill ifbe suchpaid waiverson anda releasesquarterly had neverbasis:
been granted.


                                       2





The          Non-employee Companyboard alsomember agreed-- that$30,000
          Non-employee untilChairman of the  contemplated  acquisition ofBoard Telco-- Group$150,000
is          Committee consummated,Chairman the-- Company$7,500
          Committee wouldMember not:-- $5,000

o    acquire
                                       2


     The ordirectors repurchase  forwould cashbe anyreimbursed for  out-of its-pocket  outstandingexpenses  securities  (other
     thanincurred in  connection  with the  termination  of  employment  or  independent
     contractorattending services);meetings, and

o    pay orthe otherwise  deliverBoard anyintends cash to aissue holderadditional ofstock the Company's  securitiesoptions
     in  consideration  forto failurenon-employee directors from time to register  the  Company's  securities  for
     resaletime.



ItemOption 3.02Grant Unregisteredto SaleChairman of Equity SecuritiesBoard

On January 2810, 2005,  the Company  agreedBoard thatgranted itan wouldoption issueto 500purchase  250,000   shares of
Common Stock in the  Company's  common aggregatestock to TECPaul underJ. Keeler,  the  Agreement.Company's  TheChairman Sharesof are beingthe
issuedBoard.  This byoption thewas  Company asexercisable  consideration  forimmediately theand waiverwill and  releaseexpire ofon certainJanuary 10,
claims2010. TECThe mayexercise haveprice underfor the SPAoption asis described$2.10 inper Item 1share.01

2004 above.  AsBonuses described
above,  these  Shares  are  subject  toand being  returned  byOption TECGrants

On inDecember 20, 2004,  the eventCommittee  approved the
Company following  failsbonuses to registerMessrs.
Pons alland sharesWenhold  with ofregard Commonto Stock owned by TEC and the Telco
Grouptheir  transactionperformance  isin not2004.  consummatedMessrs.  within  270  days  fromPons the date of theand
Agreement.  TheseWenhold Shareswere areawarded toa bebonus issuedof in100% reliance  uponof thetheir  exemptionrespective  from
registrationbase providedsalary byfor Section2004;
provided  however,  that 4(2)50% of thethis Securitiesbonus Actwill ofbe 1933,deferred asuntil amended.the successful
TECclosing isof anthe accreditedproposed  investoracquisition andof hadTelco accessGroup toand/or ourfinancing mostto recent Form  10-KSB/A,increase
allworking  capital.  These quarterly and other periodicbonuses  reportsamounted filedto subsequent$210,000 tofor suchMr. FormPons 10-KSB/A
and our$170,000
for mostMr.  Wenhold recentin proxy materialstotal  (i.

Forward-Lookinge.,  before Statements

Thisthe  deferral currentof report$105,000 on Form 8-K contains forward-looking statements that involve
risks and uncertainties$85,000,
respectively).  Forward-lookingThese  statementsbonuses  were inpaid thisbased documenton and those
made fromfactors  time-to-timeother bythan the Companybonus
criteria  set areforth madein under the safe harbor provisions
oftheir  theemployment  Privateagreements,  Securities  Litigation  Reform  Actwhich ofwere  1995.  Forward-looking
statementsdeemed concerningby futurethe
Committee plansto orbe resultsincomplete areand necessarilynot onlyrelevant estimatesto and
actualthe resultscurrent couldoperating differenvironment
of materiallythe from  expectationsCompany.  CertainAlso factorson that
couldDecember cause20, or2004,  the contributeCommittee  granted toan suchoption differencesto
purchase  400,000 areand described250,000  shares fromof time to time in
the   Company's  common filingsstock withto the Securities Messrs.
Pons  and Exchange Commission  Wenhold, including but  respectively.  Both  options  will  become  exercisable  in
notthirty-six  (36) limitedequal  monthly  installments  (on to, the "Risklast Factors"  describedcalendar underday theof heading "Certain Factorseach
Thatmonth) Maybeginning AffectDecember Future31, Results"2004 inand theending Company's  Annualon ReportNovember on30, Form2007. 10-KSB/ABoth options
forwill theexpire yearon ended December 3119, 20032014 and otherhave SECan filingsexercise price of $2.07 per share.



                                       3






                                   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:  February 317, 2005                                              By:  /s/ LenRobert vonM. Vital     Pons   
                                               Len                                                         Robert vonM. VitalPons,
                                                                                                        Chief FinancialExecutive Officer



                                       4
Filing Compare · Uphonia,Inc.
