UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB/A

[X]    Annual report pursuant to section 13 or 15(d) of the Securities  Exchange
       Act of 1934 FOR THE FISCAL YEAR ENDED December 31, 2001

[ ]    Transition  report  pursuant  to  section  13 or 15(d) of the  Securities
       Exchange Act of 1934 for the transition period from to

                         COMMISSION FILE NUMBER 0-28008

                             SMARTSERV ONLINE, INC.
                             ----------------------
                 (Name of Small Business Issuer in its Charter)

          Delaware                                   13-3750708
--------------------------------        ------------------------------------
(State or other jurisdiction of         (I.R.S. employer identification no.)
  incorporation or organization)

One Station Place, Stamford, Connecticut               06902
----------------------------------------       ------------------------
(Address of principal executive offices)             (Zip Code)

Issuer's telephone number, including area code (203) 353-5950
                                               --------------

Securities registered pursuant to Section 12(b) of the Exchange Act:  None
                                                                      ----

Securities registered pursuant to Section 12(g) of the Exchange Act:

                               Title of each class
                               -------------------
                          Common Stock, $0.01 Par Value
                         Common Stock Purchase Warrants

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the issuer was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.
                                    Yes  X           No
                                       ------          -----

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this Form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge,  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.
                              -----

Issuer's revenues for the fiscal year ended December 31, 2001.    $3,297,806
                                                                  ----------

The aggregate market value of the voting and non-voting  common equity (based on
the  closing  price of such  stock on NASDAQ  National  Market  System)  held by
non-affiliates of the issuer as of April 5, 2002 was approximately  $27,315,000.
All  officers  and  directors  of the issuer  have been  deemed,  solely for the
purpose of the foregoing calculation, to be "affiliates" of the issuer.

There were 6,304,040 shares of Common Stock outstanding at April 5, 2002.

Transitional small business disclosure format    YES         NO   X
                                                    ------     ------

DOCUMENTS INCORPORATED BY REFERENCE: None


<PAGE>


                                    Part III

Item 9.  Directors,   Executive   Officers,   Promoters  and  Control   Persons;
         Compliance with Section 16(a) of the Exchange Act

         The  following  table  sets  forth  information  with  respect  to  the
executive officers and directors of SmartServ Online, Inc. as of April 22, 2002.

Name                           Age   Position
----                           ---   --------

Sebastian E. Cassetta           53   Chief Executive Officer, Chairman of the
                                     Board and Class III Director
Mario F. Rossi                  64   Executive Vice President, Chief Technology
                                     Officer and Class II Director
Thomas W. Haller, CPA           47   Senior Vice President, Treasurer and Chief
                                     Financialand Accounting Officer
Richard D. Kerschner            35   Senior Vice President, General Counsel and
                                     Corporate Secretary
Hendrik Hoets                   48   Senior Vice President, Sales and
                                     Marketing
Robert Pearl                    34   Senior Vice President, Business Development
Charles R. Klotz                60   Class II Director
Stephen Lawler                  35   Class III Director
L. Scott Perry (1)              53   Class I Director
Robert Steele (1) (2)           63   Class II Director
Catherine Cassel Talmadge (1)   50   Class I Director
Charles R. Wood (2)             61   Class III Director
---------------------------------
(1) Member of the Audit Committee
(2) Member of the Compensation Committee

         SEBASTIAN E. CASSETTA has been Chief Executive Officer, Chairman of the
Board and a director of SmartServ since its inception and had been its Treasurer
and  Secretary   from  its   inception   until  March  1996  and  October  2000,
respectively.  From June 1987 to August 1992, Mr.  Cassetta was the President of
Burns and Roe Securacom Inc., an engineering and large-scale systems integration
firm.  He is also a former  Director,  Managing  Director and Vice  President of
Brinks Inc. At Brinks, he expanded international operations in over 15 countries
and became the  youngest  person to be appointed  Vice  President in Brinks' 140
year history. Appointed by President Reagan and Department of Commerce Secretary
Malcolm  Baldridge,  he served on both the U.S.  Export Council and The Industry
Sector Advisory  Committee  (ISAC) regarding GATT  negotiations.  He is a former
member of the Board of Directors of The Young  Presidents'  Organization and the
former Chairman of the New York Chapter.

         MARIO F. ROSSI was Vice  President  of  Operations  of  SmartServ  from
December 1994 to February 1998, and Senior Vice President,  Operations and Chief
Technology  Officer  until  October 2000 when he was promoted to Executive  Vice
President.  In February  1998,  Mr. Rossi was appointed a director of SmartServ.
Mr. Rossi has business and  operational  management  experience in the computer,
telecommunications  and  security  fields.  He has an  extensive  background  in
product development,  operations and technical marketing. From 1989 to 1994, Mr.
Rossi was Vice  President  of  Operations  for MVS Inc.,  a fiber optic  company
specializing in wireless technology,  and a General Manager at Pirelli from 1986
to 1988.  From 1971 to 1986, he was Director of Development  of Philips  Medical
Systems, in the U.S. as well as the Netherlands.


                                      -2-
<PAGE>

         THOMAS W  HALLER,  CPA has been  SmartServ's  Treasurer since he joined
SmartServ  in March  1996.  He served as Vice  President  from  March 1996 until
October 2000, when he was promoted to Senior Vice President.  Additionally,  Mr.
Haller has been the Chief  Financial  Officer  since  January 2001 and also held
such position from March 1996 until June 2000. From December 1992 to March 1996,
Mr.  Haller  was a Senior  Manager  at Kaufman  Greenhut  Forman,  LLP, a public
accounting  firm in New  York  City,  where  he was  responsible  for  technical
advisory services and the firm's quality assurance  program.  Prior thereto,  he
was a Senior Manager with Ernst & Young LLP, an international  public accounting
and consulting  firm,  where he had  responsibility  for client services and new
business development in the firm's financial services practice.

         RICHARD D.  KERSCHNER  joined  SmartServ as Vice  President and General
Counsel in April 2000. In September 2000, Mr. Kerschner was elected Secretary of
SmartServ and in October 2000 he was promoted to Senior Vice President. Prior to
joining   SmartServ,   Mr.   Kerschner   was   Managing   Counsel  at  Omnipoint
Communications, a leading wireless service provider, where he supervised a staff
of  attorneys  and  paralegals  in  Omnipoint's  legal  and  regulatory  affairs
department.  Mr. Kerschner joined Omnipoint in 1997 and worked on all aspects of
its legal and regulatory  issues,  and had primary in-house  responsibility  for
Omnipoint's  corporate  finance,  mergers and  acquisitions,  joint ventures and
strategic alliances, tax and general commercial litigation. Mr. Kerschner was in
private practice with the law firm of McCann & McCann from 1994 to 1997.

         HENDRIK HOETS has been Senior Vice  President of Sales and Marketing of
SmartServ since January 29, 2001. From 1987 to January 2001, Mr. Hoets served in
various  positions with Motorola,  Inc., most recently as Worldwide  Director of
Business Development of its Network Management Group.

         ROBERT  PEARL joined  SmartServ in September  1998 with over 7 years of
wireless  industry  experience.  He was  initially  responsible  for  developing
SmartServ's  wireless strategy and consummating  relationships with key business
and  technology  strategic  alliances.  In March 2000, Mr. Pearl was promoted to
Vice President and in October 2000 to Senior Vice President. In his current role
he is  responsible  for  developing  and  managing  worldwide  partnerships  and
business  opportunities  on behalf of  SmartServ.  Mr. Pearl is  co-founder  and
former  co-chairman of the WAP Forum's Developer Expert Group.  Prior to joining
SmartServ,  Mr. Pearl was a Project Manager at Omnipoint from 1996 to 1998 and a
marketing liaison at AT&T from 1993 to 1996.

         CHARLES R. KLOTZ became a director of SmartServ on May 15, 2000.  Since
1985, Mr. Klotz has been a director of a number of private and public  companies
associated with David R. Barclay and Frederick H. Barclay.  He was President and
Chief Executive Officer of Gulf Resources & Chemical  Corporation from 1985-1988
and he was  Chairman  and Chief  Executive  Officer  of Gotaas  Larsen  Shipping
Corporation from 1988-1997.  Prior thereto,  he was with Bank of Boston where he
held a number of positions,  including  Head of Corporate  Banking in London and
Deputy Head of Specialized Corporate Finance,  which covered acquisition finance
and venture capital.

         STEPHEN  LAWLER was elected a director  of  SmartServ  on December  28,
1999.  He has been the Group  Manager for the Mobile  Internet  Business Unit at
Microsoft  Corporation  since April 1999. Mr. Lawler's  experience  includes all
aspects of  engineering  including  software  development,  program  management,
quality  assurance  and  documentation.  Additionally,  he has directed  product
marketing teams,  program  management teams and engineering  teams. From 1992 to
April  1999,  he worked  for  MapInfo  Corporation  where he was a member of the
Executive  Team,  the  Managing   Director  of  Product  Marketing  and  Product
Management  and the  Managing  Director  of  Software  Development  and  Product
Development.

         L. SCOTT PERRY has been a director of SmartServ  since  November  1996.
Mr.  Perry  is the  managing  partner  of  Cobblers  Hill  Group,  a  technology
consulting  firm. From June 1998 to December


                                      -3-
<PAGE>


2001, Mr. Perry was Vice President,  Strategy & Alliances - AT&T Solutions. From
December  1995 to June 1998,  Mr. Perry was Vice  President,  Advanced  Platform
Services of AT&T Corp.  From  January  1989 to  December  1995,  Mr.  Perry held
various  positions with AT&T  including  Vice  President -- Business  Multimedia
Services,  Vice President  (East) -- Business  Communications  Services and Vice
President --  Marketing,  Strategy and  Technical  Support for AT&T Data Systems
Group. Mr. Perry serves on the Board of Directors of the Information  Technology
Association  of  America,  Junior  Achievement  of New York,  is a member of the
Cornell University Engineering College Advisory Council and serves on the Boards
of INEA and Viacore,  small  private  technology  companies,  as well as Planett
Zanett, an investor in the information technology services industries.

         ROBERT  STEELE was  appointed a director of  SmartServ  on February 23,
1998.  Since  February  1998, Mr. Steele has been Vice Chairman of the John Ryan
Company,  an  international  bank support and  marketing  company.  From 1992 to
February  1998, Mr. Steele was a Senior Vice President of the John Ryan Company.
Mr.  Steele is the former  President of Dollar Dry Dock Bank and a member of the
Board of Directors  of Moore  Medical  Corp.,  Scan  Optics,  Inc.  Accent Color
Sciences,  Inc.,  NLC  Insurance  Companies,  Inc.  and the New York  Mercantile
Exchange.

         CATHERINE  CASSEL TALMADGE has been a director of SmartServ since March
1996.  Since  January  2001,  Ms.  Talmadge has been Vice  President of Business
Development  for Maher & Maher, a leading  business  integration  and consulting
firm for the broadband industry. From May 1999 to January 2001, Ms. Talmadge was
Senior Vice President of Business Development for High Speed Access Corporation.
From  September  1984 to May 1999,  she held various  positions with Time Warner
Cable, a division of Time Warner  Entertainment  Company,  L.P.,  including Vice
President,  Cable  Programming;  Director,  Programming  Development;  Director,
Operations; Director, Financial Analyses; and Manager, Budget Department.

         CHARLES R. WOOD was  appointed a director  of  SmartServ  in  September
1998. Mr. Wood is Chairman and Chief Executive Officer of Terra Investors, Inc.,
a private,  closely  held  investment  company.  Mr.  Wood is also an advisor to
Capital Returns,  Inc., a financial services company that is developing a series
of  venture  capital  funds.   Mr.  Wood  was  Senior  Vice  President  of  Data
Transmission  Network and President of its Financial Services Division from 1989
and 1986, respectively, until February 28, 2000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Pursuant  to  Section 16 of the  Securities  Exchange  Act of 1934,  as
amended (the "Exchange Act"),  officers,  directors and holders of more than 10%
of the outstanding  shares of the Company's Common Stock  ("Reporting  Persons")
are required to file periodic  reports of their  ownership of, and  transactions
involving,  the Company's  Common Stock with the SEC. Based solely upon a review
of copies of such reports received by the Company, the Company believes that its
Reporting  Persons  have  complied  with  all  Section  16  filing  requirements
applicable to them with respect to the Company's  fiscal year ended December 31,
2001, except:

         Sebastian E. Cassetta,  Chief Executive Officer of the Company, filed a
late Annual Statement of Beneficial Ownership on Form 5, reflecting the transfer
of SmartServ common shares to trusts for the benefit of his children.


                                      -4-
<PAGE>



Item 10. Executive Compensation

         The following table sets forth,  for each of the last three full fiscal
years and the transition period ended December 31, 2000,  information concerning
annual and  long-term  compensation,  paid or accrued,  for the Chief  Executive
Officer and for each other executive officer (the "Named Executive Officers") of
SmartServ whose compensation exceeded $100,000 for services in all capacities to
SmartServ during the fiscal year ended December 31, 2001:

<TABLE>
<CAPTION>

                                                             Summary Compensation Table

                                             Annual Compensation                      Long-term Compensation
                            ----------------------------------------------------- -----------------------------
                                                                                   Restricted       Securities
Name and Principal          Fiscal                               Other Annual     Stock Awards      Underlying     All Other
Position                    Year   Salary      Bonus         Compensation (1)(2)       (3)           Options     Compensation
--------------------------- ------ ----------- ------------- -------------------- --------------- ------------- --------------
<S>                         <C>    <C>         <C>           <C>                  <C>               <C>         <C>
Sebastian E. Cassetta       2001   $  255,000  $  50,000     $          9,750     $        --            --     $  27,202(11)
Chief Executive             2000*     130,812     30,306                4,875              --       200,000        13,545(11)
Officer                     2000      216,200    241,300                9,750              --        23,000        27,100(11)
                            1999      155,000    116,414(4)             9,750         185,471(5)     92,000(7)     24,416(11)

Mario F. Rossi              2001      200,000     25,000                6,000              --            --        13,674(12)
Executive Vice              2000*     100,676     11,846                3,000              --        75,000         6,675(12)
President                   2000      162,000    104,100                6,000              --        22,000         9,324(12)
                            1999      122,500     43,749(4)             6,000          61,824(6)     67,500(8)         --

Thomas W. Haller            2001      164,558     37,500                6,000              --        22,500         9,932(12)
Senior Vice President       2000*      64,750     30,000                3,000              --        50,000         4,966(12)
and Chief Financial         2000      112,250     21,300                6,000              --        79,000         9,600(12)
Officer                     1999       89,400      2,600                6,000              --        32,000(9)         --

Richard Kerschner           2001      160,000     48,000                   --              --        80,000            --
Senior Vice President       2000*      67,500     10,000                   --              --        50,000            --
and General Counsel         2000       45,385         --                   --              --       100,000(10)        --

Hendrik Hoets               2001      139,200     35,000                   --              --       100,000        15,300(13)
Senior Vice President
of Sales and Marketing
</TABLE>

* Amounts shown consist of compensation for the transition  period (July 1, 2001
through December 31, 2001).

(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 LTIP Payouts  during
         fiscal 2001, the transition period or in fiscal 2000 or 1999.

(4)      Based on the closing  price  ($0.75) of the  Company's  common stock on
         June 30, 1999,  the date on which the bonus was earned.  If such amount
         were  calculated at $16.50,  the closing price of the Company's  common
         stock on December 28, 1999, the day  immediately  preceding the date of


                                      -5-
<PAGE>

         grant,  the value of the common  stock  issued in  satisfaction  of the
         bonus obligation would be $2,442,000 and $891,000 for Messrs.  Cassetta
         and Rossi, respectively.

(5)      On December 29, 1998, the Board of Directors approved the sale at $2.20
         per  share to Mr.  Cassetta  of  618,239  shares  of  restricted  stock
         representing  9% of the fully  diluted  shares  of common  stock of the
         Company at that date. Compensation has been determined as the number of
         shares awarded to Mr. Cassetta times the closing price of the Company's
         common stock on December 29, 1998 ($2.50) less the  consideration to be
         paid by Mr.  Cassetta.  On October  13,  1999,  the Board of  Directors
         agreed to reprice the shares granted to Mr. Cassetta to $.75 per share,
         the  fair  value of the  shares  at that  date.  If  compensation  were
         calculated  based  on the  repriced  consideration  to be  paid  by Mr.
         Cassetta, the amount of the compensation would be $1,081,918.

(6)      On December 29, 1998, the Board of Directors approved the sale at $2.20
         per  share  to  Mr.  Rossi  of  206,080  shares  of  restricted   stock
         representing  3% of the fully  diluted  shares  of common  stock of the
         Company at that date. Compensation has been determined as the number of
         shares  awarded to Mr. Rossi times the closing  price of the  Company's
         common stock on December 29, 1998 ($2.50) less the  consideration to be
         paid by Mr. Rossi.  On October 13, 1999, the Board of Directors  agreed
         to reprice the shares granted to Mr. Rossi to $.75 per share,  the fair
         value of the shares at that date. If compensation were calculated based
         on the repriced  consideration  to be paid by Mr. Rossi,  the amount of
         the compensation would be $360,640.

(7)      Includes  options for the purchase of 37,500 shares which were canceled
         when repriced  options to purchase a like number of shares were granted
         in lieu thereof in the fiscal year ended June 30, 1999.

(8)      Includes  options for the purchase of 25,250 shares which were canceled
         when repriced  options to purchase a like number of shares were granted
         in lieu thereof in the fiscal year ended June 30, 1999.

(9)      Includes  options for the purchase of 15,000 shares which were canceled
         when repriced  options to purchase a like number of shares were granted
         in lieu thereof in the fiscal year ended June 30, 1999.

(10)     Includes  options for the purchase of 20,000 shares which were canceled
         when  repriced  options to purchase  80,000 shares were granted in lieu
         thereof in the fiscal year ended December 31, 2001.

(11)     Amounts represent  premiums paid by the Company for life and disability
         insurance for the benefit of Mr. Cassetta.

(12)     Amounts  represent  premiums paid by the Company for life insurance for
         the benefit of the employee.

(13)     Amount represents the reimbursement of moving expenses.

STOCK OPTIONS

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


                                      -6-
<PAGE>

<TABLE>
<CAPTION>

                                               Option Grants in Last Fiscal Year
                                                      (Individual Grants)
                                                      -------------------

                                 Number of             % of Total Options
                           Securities Underlying    Granted to Employees in      Exercise           Expiration
Name                          Options Granted           the fiscal year           Price                Date
-------------------------- ----------------------- -------------------------- ------------------ ---------------------
<S>                                 <C>                        <C>                    <C>              <C>
Thomas W. Haller                    22,500                     4.4%                   $8.20            12/6/11

Richard Kerschner                   80,000                    15.6%                   $8.45            5/29/10

Hendrik Hoets                       50,000                     9.75%                 $15.00            1/28/10

                                    50,000                     9.75%                  $5.969           4/1/10
</TABLE>

         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 fiscal year end:

<TABLE>
<CAPTION>

                               Aggregated Option Exercises in Last Fiscal Year and
                                       Fiscal Year End Option Value (1)(2)
                                       -----------------------------------
                                                                                                  Value of
                                                                      Number of Unexercised     Unexercised
                                                                      Securities Underlying     In-The-Money
                                                                            Options at           Options at
                                                                          Fiscal Year End      Fiscal Year End
                                 Shares Acquired                           Exercisable/         Exercisable/
Name                               on Exercise            Value            Unexercisable        Unexercisable
------------------------------ -------------------- ----------------- ---------------------    ----------------
<S>                                     <C>                <C>           <C>                     <C>    <C>    <C>

Sebastian E. Cassetta                  --                  --            123,500/154,000           $396,438/$0

Mario F. Rossi                         --                  --             79,500/59,750            $326,490/$0

Thomas W. Haller                       --                  --             135,267/48,233           $613,525/$0

Richard Kerschner                      --                  --             51,767/78,233               $0/$0

Hendrik Hoets                          --                  --               0/100,000                 $0/$0
</TABLE>


(1)  Value is based  on the  closing  price  of the  Company's  common  stock as
     reported by the NASDAQ  National  Market on December  31, 2001 ($7.00) less
     the exercise price of the option.
(2)  No SARs were exercised by the Named  Executive  Officers  during the fiscal
     year ended December 31, 2001 or held by them at December 31, 2001.

AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

         The Company  and Mr.  Cassetta  entered  into an  employment  agreement
("Cassetta  Agreement"),  effective  January 1, 1999 and originally  expiring on
December 31, 2001,  providing for (1) base  compensation  of $185,000 per annum,
(2) additional  compensation of up to 100% of base compensation and (3) the sale
to him of  618,239  shares of  restricted  stock,  representing  9% of the fully
diluted shares of common stock of the Company at the time the Cassetta Agreement
was signed. The Cassetta Agreement,  by its terms, is renewed automatically each
month for an additional one month period. Mr. Cassetta's additional compensation
will be equal to 10% of his base  compensation  for each 10%  increase  in sales


                                      -7-
<PAGE>


during the first year of the Cassetta Agreement, subject to a maximum of 100% of
base  compensation.  In each  subsequent  year of the  Cassetta  Agreement,  Mr.
Cassetta  will  receive  additional   compensation  equal  to  5%  of  his  base
compensation  for each 5% increase in sales,  subject again to a maximum of 100%
of base compensation.  $457,496.86 of the purchase price of the restricted stock
is evidenced by a 5 year, non-recourse promissory note, secured by the stock, at
an interest  rate of 6.75%,  which is 1% below the prime rate on the date of the
stock purchase agreement ("Cassetta Stock Purchase  Agreement")  contemplated by
the Cassetta  Agreement.  The Cassetta  Stock  Purchase  Agreement  provides the
Company with certain  repurchase  options and provides Mr.  Cassetta  with a put
option in the event of the  termination of his employment  without cause. In the
event that Mr. Cassetta's  employment is terminated  without cause, Mr. Cassetta
will receive a lump sum severance  payment equal to his full base salary for the
remaining term of the Cassetta Agreement,  discounted to the present value using
an 8% discount rate, and continuing benefit coverage for the lesser of 12 months
or the remaining term of the Cassetta Agreement. On December 28, 1999, the Board
of Directors of the Company approved the payment to Mr. Cassetta in stock of the
bonus payable to him for 1999 under his employment agreement.  Pursuant thereto,
in March  2000,  the  Company  issued  148,000  shares  of  common  stock to Mr.
Cassetta.

         The Company and Mr. Rossi entered into an employment  agreement ("Rossi
Agreement"),  effective January 1, 1999 and originally  expiring on December 31,
2001,  providing for (1) base compensation of $135,000 per annum, (2) additional
compensation  of up to 50% of  base  compensation  and  (3)  the  sale to him of
206,080 shares of restricted stock,  representing 3% of the fully diluted shares
of common stock of the Company at the time the Rossi  Agreement was signed.  The
Rossi  Agreement,  by its  terms,  is  renewed  automatically  each month for an
additional one month period. Mr. Rossi's  additional  compensation will be equal
to 5% of his base  compensation  for each 10% increase in sales during the first
year of the Rossi Agreement,  subject to a maximum of 50% of base  compensation.
In  each  subsequent  year  of the  Rossi  Agreement,  Mr.  Rossi  will  receive
additional  compensation equal to 2.5% of base compensation for each 5% increase
in sales, subject again to a maximum of 50% of base compensation. $152,499.20 of
the  purchase  price  of  the  restricted  stock  is  evidenced  by  a  5  year,
non-recourse  promissory  note,  secured by the stock,  at an  interest  rate of
6.75%,  which is 1% below  the  prime  rate on the  date of the  stock  purchase
agreement  ("Rossi  Stock  Purchase   Agreement")   contemplated  by  the  Rossi
Agreement.  The Rossi Stock Purchase Agreement provides the Company with certain
repurchase  options and provides Mr. Rossi with a put option in the event of the
termination  of his  employment  without  cause.  In the event that Mr.  Rossi's
employment  is  terminated  without  cause,  Mr.  Rossi will  receive a lump sum
severance  payment equal to his full base salary for the  remaining  term of the
Rossi Agreement,  discounted to the present value using an 8% discount rate, and
continuing benefit coverage for the lesser of 12 months or the remaining term of
the Rossi Agreement. On December 28, 1999, the Board of Directors of the Company
approved the payment to Mr. Rossi in stock of the bonus  payable to him for 1999
under his employment  agreement.  Pursuant  thereto,  in March 2000, the Company
issued 54,000 shares of common stock to Mr. Rossi.

DIRECTORS' COMPENSATION

         Each  director  who is not an officer  or  employee  of the  Company is
reimbursed for his or her  out-of-pocket  expenses  incurred in connection  with
attendance  at meetings or other Company  business.  Prior to December 31, 1999,
each  non-employee  director  received a $1,000  fee for each  meeting he or she
attended.  As of January 1, 2000, 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  non-employee  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.  No options were
granted to non-employee directors in the fiscal year ended December 31, 2001.

Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The  following  table  sets  forth,  as  of  April  22,  2002,  certain
information with respect to the beneficial  ownership of the Common Stock by (i)
each  person  known by the  Company  to  beneficially  own  more  than 5% of the
outstanding  shares,  (ii)  each  director  of the  Company,  (iii)  each  Named
Executive  Officer and (iv) all executive  officers and directors of the Company
as a group.  Except as otherwise  indicated,  each person  listed below has sole
voting and investment power with respect to the shares of Common Stock set forth
opposite such person's name.


                                      -8-
<PAGE>




           Name and Address of    Amount and Nature of          Percent of
          Beneficial Owner (1)  Beneficial Ownership (2)  Outstanding Shares (3)
------------------------------- ------------------------  ----------------------

Sebastian E. Cassetta                  956,492(4)               14.87%
c/o SmartServ Online, Inc.
Metro Center, One Station Place
Stamford, CT 06902

Steven Rosner                          473,533(5)                7.50%
1220 Mirabeau Lane
Gladwyn, Pennsylvania 19035

Mario F. Rossi                         343,830(6)                5.38%
c/o SmartServ Online, Inc.
Metro Center, One Station Place
Stamford, CT 06902

Thomas W. Haller                       145,394(7)                2.25%

Richard Kerschner                       81,328(8)                1.27%

Robert Pearl                            59,664(9)                *

L. Scott Perry                          40,833(10)               *

Catherine Cassel Talmadge               40,816(10)               *

Stephen Lawler                          35,000(11)               *

Hendrik Hoets                           30,000(12)               *

Charles R. Wood                         29,000(13)               *

Robert H. Steele                        25,000(14)               *

Charles R. Klotz                        15,000(15)               *

All executive officers
and directors as
a group (12 persons)                 1,802,357(16)              25.91%

 --------------------
*        Less than 1%

(1)      Under the rules of the Securities and Exchange  Commission (the "SEC"),
         addresses  are only given for holders of 5% or more of the  outstanding
         Common  Stock of the Company who are not  officers or  directors of the
         Company.

(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 the date hereof.  Except
         as otherwise  indicated  the named  entities or  individuals  have sole
         voting and investment  power with respect to the shares of Common Stock
         beneficially owned.

(3)      Represents the number of shares of common stock  beneficially  owned as
         of April  22,  2001 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  not
         outstanding, but beneficially owned by such named person or group as of
         such date.


                                      -9-
<PAGE>

(4)      Includes   127,500   shares  of  common  stock   subject  to  currently
         exercisable  options.  Also includes 2,051 shares held in trust for the
         benefit of Mr.  Cassetta's  wife and 13,800 shares of common stock held
         by his children.

(5)      Includes 8,000 shares of common stock subject to currently  exercisable
         warrants.

(6)      Includes 83,000 shares of common stock subject to currently exercisable
         options.

(7)      Includes   144,328   shares  of  common  stock   subject  to  currently
         exercisable options and 400 shares of common stock subject to currently
         exercisable warrants.

(8)      Consists  of  81,328  shares  of  common  stock  subject  to  currently
         exercisable options.

(9)      Includes 16,664 shares of common stock subject to currently exercisable
         options.

(10)     Includes 40,000 shares of common stock subject to currently exercisable
         options.

(11)     Consists  of  35,000  shares  of  common  stock  subject  to  currently
         exercisable options.

(12)     Consists  of  30,000  shares  of  common  stock  subject  to  currently
         exercisable options.

(13)     Includes 15,000 shares of common stock subject to currently exercisable
         options.

(14)     Consists  of  25,000  shares  of  common  stock  subject  to  currently
         exercisable options.

(15)     Consists  of  15,000  shares  of  common  stock  subject  to  currently
         exercisable  options.  Does not include 303,030 shares (or 4.81% of the
         outstanding  common  stock  of  the  Company)   beneficially  owned  by
         TecCapital,  Ltd. of which Mr. Klotz is a director. Mr. Klotz disclaims
         beneficial ownership of the shares owned by TecCapital.

(16)     Includes  2,051 shares held in trust for the benefit of Mr.  Cassetta's
         wife,  13,800  shares of common  stock held by his children and 653,220
         shares of common  stock  subject to currently  exercisable  options and
         warrants issued to all executive officers and directors.

CHANGES IN CONTROL

         The Company and each of  Sebastian  E.  Cassetta  and Steven  Francesco
(former  President  of the Company)  have entered into an agreement  with Zanett
Capital,  Inc.  ("Zanett")  dated September 29, 1997, as  subsequently  amended,
which  provides,  among  other  things,  that for a period of five  years,  upon
default  under the  prepaid  warrants  issued by the  Company on such date,  the
Company  will,  at the request of Zanett,  appoint  such number of  designees of
Zanett to its Board of Directors so that the designees of Zanett will constitute
a majority of the members of the Board of  Directors  of the  Company.  Further,
Messrs. Cassetta and Francesco have agreed in such event to vote their shares of
common stock, representing  approximately 13.15% of the outstanding stock of the
Company  in  favor  of the  designees  of  Zanett  at  each  Annual  Meeting  of
Stockholders of the Company at which directors are elected.


                                      -10-
<PAGE>

Item 12.      Certain Relationships and Related Transactions

         The Company  and Mr.  Pearl  entered  into a stock  purchase  agreement
("Pearl Stock Purchase  Agreement"),  dated October 13, 1999,  pursuant to which
SmartServ  agreed to sell to Mr. Pearl and Mr.  Pearl agreed to purchase  76,818
shares of SmartServ common stock at a price of $0.75 per share, for an aggregate
purchase price of  $57,613.50.  The purchase price of the stock was equal to the
fair market value of the stock as  determined  by the closing price of the stock
on October 12, 1999.  $56,845.32 of the purchase price of the stock is evidenced
by a 5 year,  non-recourse promissory note ("Pearl Promissory Note"), secured by
the stock, at an interest rate of 7.50%, which is 1% below the prime rate on the
date of the Pearl Promissory Note. The Pearl Stock Purchase  Agreement  provides
the Company  with certain  repurchase  options and provides Mr. Pearl with a put
option in the event of the termination of his employment without cause.

         Steven  Rosner,  currently a five percent  stockholder  of the Company,
entered into an agreement with the Company,  dated October 25, 1999, whereby Mr.
Rosner  was to  provide  consulting  services  to the  Company.  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) 100,000
shares of the Company's common stock at $2.625 per share, (ii) 100,000 shares of
the  Company's  common  stock at $3.625 per share and (iii) 8,000  shares of the
Company's common stock at $18.375 per share.  Mr. Rosner has exercised  warrants
to purchase  200,000 shares of common stock.  The remaining  warrants  expire on
October 25, 2004.

         The Company's  Board of Directors  authorized the issuance of a line of
credit of up to $500,000 to Sebastian E. Cassetta, the Company's 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 the
Company 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 will accrue
and be payable at maturity.  Commencing  July 1, 2002  interest  will be payable
semi-annually in arrears.

         The Company believes that the terms of the transactions described above
were no less  favorable  to the  Company  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 the Company's policy,  such transactions
were approved by a majority of the  independent  disinterested  directors of the
Company.



                                      -11-
<PAGE>


                                   Signatures


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

Date:  April 30, 2002           SMARTSERV ONLINE, INC.
                                ----------------------
                                       Registrant


                                By:  /s/  Thomas W. Haller
                                     ----------------------------------
                                          Thomas W. Haller
                                          Senior Vice President, Treasurer and
                                          Chief Financial and Accounting Officer



                                      -12-