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, 2002

[ ]   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


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.   X
                               -----

Issuer's revenues for the fiscal year ended December 31, 2002.          $195,817

The aggregate market value of the voting and non-voting common equity (based on
the closing price of such stock on NASDAQ SmallCap Market System) held by
non-affiliates of the issuer as of April 18, 2003 was approximately $9,920,500.
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 12,007,912 shares of Common Stock outstanding at April 18, 2003.

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 18, 2003.

NAME                               AGE      POSITION
----                               ---      --------

Sebastian E. Cassetta               54      Chief Executive Officer, Chairman of
                                            the Board and Class III Director
Mario F. Rossi                      65      Executive Vice President, Chief
                                            Technology Officer and Class II
                                            Director
Thomas W. Haller, CPA               48      Senior Vice President, Treasurer and
                                            Chief Financial and Accounting
                                            Officer
Richard D. Kerschner                36      Senior Vice President, General
                                            Counsel and Corporate Secretary
Hendrik P. Hoets                    49      Senior Vice President of Sales and
                                            Marketing
Stephen Lawler                      37      Class III Director
L. Scott Perry (1)                  54      Vice Chairman of the Board and
                                            Class I Director
Robert Steele (1) (2)               64      Class II Director
Catherine Cassel Talmadge (1)       50      Class I Director
Charles R. Wood (2)                 62      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  carrier,  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.  Mr. Kerschner was in private practice with the law firm
of McCann & McCann from 1994 to 1997.  Mr.  Kerschner  received  his BA from the
University of  Pennsylvania  in 1988 and his JD from  Georgetown  University Law
Center in 1991.

     HENDRIK P. HOETS has been Senior Vice  President of Sales and  Marketing of
SmartServ  since  January 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.

     STEPHEN LAWLER has been a director of SmartServ since December 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 and was
appointed  Vice Chairman of the Board of Directors in September  2002. Mr. Perry
is the managing partner of Cobblers Hill Group, a strategy consulting firm. From
June 1998 to December  2001, Mr. Perry was Vice  President,  Strategy & Business
Development,  AT&T and Vice President  Strategy and Alliances - AT&T  Solutions.
From December 1995 to June 1998, Mr. Perry was Vice President, Advanced Platform
Services of AT&T.  From  January 1989 to December  1995,  Mr. Perry held various
executive  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.  Prior to  AT&T,  Mr.  Perry  was  General  Manager,  Academic  Computing
Information Systems and served in other sales,  marketing and general management
positions  at IBM.  Mr.  Perry is a member  of the  Board  of  Directors  of the
Information  Technology  Association  of America,  INEA,  Inc., a web  analytics
software firm, Viacore,  Inc., a supply chain services firm and Zanett,  Inc., a
professional  services  firm,  as well as being a member of  several  technology
advisory boards. He is also a special advisor to Global Asset Capital, a venture
capital company.

     ROBERT STEELE has been a director of SmartServ  since February 1998.  Since
February  1998,  Mr.  Steele has been Vice  Chairman  of John Ryan  Company,  an
international  bank support and marketing  company,  and from 1991 to 1998 was a
Senior Vice  President of that  company.  Mr. Steele is a former banker and U.S.
Congressman,  and is a member of the Board of Directors of Moore Medical  Corp.,
Scan  Optics,  Inc.,  NLC  Insurance  Companies,  and  the New  York  Mercantile
Exchange.



                                       3
<PAGE>

     CATHERINE  CASSEL  TALMADGE  has been a director of  SmartServ  since March
1996.  Since  July  2001,  Ms.  Talmadge  has  been a  consultant  to the  cable
television  industry  in the  areas of  product  development,  business  process
improvement,  strategic planning and business development. Ms. Talmadge was Vice
President  of  Business  Development  for  Maher &  Maher,  a  leading  business
integration and consulting firm for the broadband  industry from January through
July 2001. 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 has been a director of SmartServ  since September 1998. Mr.
Wood is  Chairman  and Chief  Executive  Officer  of Terra  Investors,  Inc.,  a
private,  closely held investment company.  Mr. Wood also serves on the Board of
Advisors of Contact  Point, a privately  held company  specializing  in customer
service and sales  training and as founder and Managing  Advisor of Woodmar LLC,
an  Internet  marketing  company.  Mr. Wood was Senior  Vice  President  of Data
Transmission  Network  Corporation and President of DTN Financial  Services from
1989 and 1986, respectively, until February 28, 2000.


     SmartServ's  officers are elected  annually and serve at the  discretion of
the Board of Directors for one year subject to any rights provided by employment
agreements that are described below under  "Executive  Compensation - Agreements
with Named Executive Officers".



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  SmartServ's  Common  Stock  ("Reporting  Persons")  are
required  to file  periodic  reports of their  ownership  of,  and  transactions
involving,  SmartServ's common stock with the Securities and Exchange Commission
("SEC").  Based  solely  upon a review  of copies of such  reports  received  by
SmartServ,  SmartServ believes that its Reporting Persons have complied with all
Section 16 filing  requirements  applicable to them with respect to  SmartServ's
fiscal year ended December 31, 2002.




                                       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 the four executive officers (the "Named Executive  Officers") of
SmartServ with the highest  compensation  for services in all capacities  during
the fiscal year ended December 31, 2002:

<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 (4)   COMPENSATION
------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>    <C>         <C>           <C>                  <C>               <C>         <C>
Sebastian E. Cassetta       2002   $  215,521  $      --     $          7,500     $        --       208,000     $  42,022(6)
Chief Executive             2001      255,000     50,000                9,750              --            --        37,218(6)
Officer                     2000*     130,812     30,306                4,875              --       200,000        13,545(7)
                            2000      216,200    241,300                9,750              --        23,000        27,100(7)

Mario F. Rossi              2002      154,167         --                6,000              --        82,000         9,326(8)
Executive Vice              2001      200,000     25,000                6,000              --            --         9,326(8)
President                   2000*     100,676     11,846                3,000              --        75,000         6,675(8)
                            2000      162,000    104,100                6,000              --        22,000         9,324(8)

Thomas W. Haller            2002      134,479         --                6,000              --        79,500         9,932(8)
Senior Vice President       2001      164,558     37,500                6,000              --        22,500         9,932(8)
and Chief Financial         2000*      64,750     30,000                3,000              --        50,000         4,966(8)
Officer                     2000      112,250     21,300                6,000              --        79,000         9,600(8)

Richard Kerschner           2002      131,667         --                   --              --       130,000            --
Senior Vice President       2001      160,000     48,000                   --              --        80,000            --
and General Counsel         2000*      67,500     10,000                   --              --        50,000            --
                            2000       45,385         --                   --              --       100,000(5)         --

Hendrik Hoets               2002      126,042         --                   --              --       100,000            --
Senior Vice President       2001      139,200     35,000                   --              --       100,000        15,300(9)
of Sales and Marketing

</TABLE>

     *    Amounts shown consist of compensation for the transition  period (July
          1, 2000 through December 31, 2000).

    (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 2002, 2001, the transition period or in fiscal 2000.
    (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 the Company's 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.


                                       5
<PAGE>


    (5)  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.
    (6)  Amount represents premiums paid by the Company for life and disability
         insurance for the benefit of Mr. Cassetta and membership dues approved
         by the Board of Directors.
    (7)  Amounts represent premiums paid by the Company for life and disability
         insurance for the benefit of Mr. Cassetta.
    (8)  Amounts represent  premiums paid by the Company for life insurance for
         the benefit of the employee.
    (9)  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:

<TABLE>
<CAPTION>
                                             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                 PRICE               DATE
---------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                    <C>                     <C>                <C>  <C>
Sebastian E. Cassetta                   8,000                                          $1.42              5/29/10
                                       50,000                                          $1.42              11/2/10
                                      150,000                 14.6%                    $1.42              11/2/10

Mario F. Rossi                          7,000                                          $1.42              5/29/10
                                       18,750                                          $1.42              11/2/10
                                       56,250                  5.7%                    $1.42              11/2/10

Thomas W. Haller                        7,000                                          $1.42              5/29/10
                                       50,000                                          $1.42              11/2/10
                                       22,500                  5.6%                    $1.42              12/6/11

Richard D. Kerschner                   50,000                                          $1.42              11/2/10
                                       80,000                  9.1%                    $1.42              5/29/10

Hendrik Hoets                          50,000                                          $1.42              1/28/11
                                       50,000                  7.0%                    $1.42              4/01/11
</TABLE>

    (1)  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 the Company's stockholders at the Annual
         Meeting of Stockholders on December 13, 2002.




                                       6
<PAGE>



     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:

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
                       FISCAL YEAR END OPTION VALUE (1)(2)


<TABLE>
<CAPTION>
                                                                         NUMBER OF
                                                                        UNEXERCISED
                                                                         SECURITIES
                                                                         UNDERLYING
                                                                         OPTIONS AT          VALUE OF UNEXERCISED
                                                                           FISCAL            IN-THE-MONEY OPTIONS
                                                                          YEAR END            AT FISCAL YEAR END
                             SHARES ACQUIRED             VALUE          EXERCISABLE/            EXERCISABLE/
NAME                           ON EXERCISE              REALIZED        UNEXERCISABLE           UNEXERCISABLE
-----------------------------------------------------------------------------------------------------------------

<S>                                    <C>               <C>             <C>                         <C>
Sebastian E. Cassetta                  --                  --            127,500/150,000            $5,813/$0

Mario F. Rossi                         --                  --             83,000/56,250             $5,691/$0

Thomas W. Haller                       --                  --             156,639/26,861            $26,250/$0

Richard Kerschner                      --                  --             90,318/39,682               $0/$0

Hendrik Hoets                          --                  --             48,333/51,667               $0/$0

</TABLE>

    (1)  Value is based on the closing price of the Company's common stock as
         reported by the NASDAQ SmallCap Market on December 31, 2002 ($1.30)
         less the exercise price of the option.
    (2)  No SARs were exercised by the Named Executive Officers during the
         fiscal year ended December 31, 2002 or held by them at December 31,
         2002.



AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

     SmartServ 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  (subsequently
increased  to  his  current  salary  of  $255,000  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 SmartServ  ("Cassetta Stock Purchase  Agreement") 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. During the
first year of the Cassetta Agreement, Mr. Cassetta's additional compensation was
equal to 10% of his base compensation for each 10% increase in sales, 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 7.5%,  which was 1% below the prime rate on the
date of the note. The Cassetta Stock Purchase  Agreement provides SmartServ 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



                                       7
<PAGE>

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 SmartServ
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, SmartServ
issued 148,000 shares of common stock to Mr. Cassetta.

     SmartServ  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  (subsequently
increased  to  his  current  salary  of  $200,000  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 SmartServ ("Rossi Stock Purchase  Agreement") 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.  During the first
year of the Rossi Agreement, Mr. Rossi's additional compensation was equal to 5%
of his base compensation for each 10% increase in sales, 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 7.5%,  which was 1% below  the  prime  rate on the date of the
note.  The Rossi  Stock  Purchase  Agreement  provides  SmartServ  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 SmartServ
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,  SmartServ
issued 54,000 shares of common stock to Mr. Rossi.




                                       8
<PAGE>


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, 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 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  10,000 shares of SmartServ's  common stock at
an  exercise  price of $1.42 per  share,  which was the  average of high and low
stock prices for the preceding  day. As Vice Chairman of the Board of Directors,
L. Scott Perry was granted an option to purchase an additional  30,000 shares at
an exercise price of $1.42 per share.




                                       9
<PAGE>


ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of April 18, 2003,  certain  information
with respect to the beneficial ownership of SmartServ's common stock by (i) each
person known by SmartServ to  beneficially  own more than 5% of the  outstanding
shares, (ii) each director of SmartServ,  (iii) each Named Executive Officer and
(iv) all  executive  officers and  directors of SmartServ as a group.  Except as
otherwise  indicated,  each person  listed below has sole voting and  investment
power with respect to the shares of SmartServ's  common stock set forth opposite
such person's name.

<TABLE>
<CAPTION>
           NAME AND ADDRESS OF            AMOUNT AND NATURE OF               PERCENT OF
          BENEFICIAL OWNER (1)          BENEFICIAL OWNERSHIP (2)       OUTSTANDING SHARES (3)
--------------------------------------------------------------------- --------------------------

<S>                                                <C>                              <C>
Steven Rosner                                      1,075,656(4)                     8.70%
1220 Mirabeau Lane
Gladwyn, Pennsylvania 19035

Sebastian E. Cassetta                                711,590(5)                     5.86%
c/o SmartServ Online, Inc.
Metro Center, One Station Place
Stamford, CT 06902

TecCapital, Ltd.                                     621,956 (6)                    5.15%
Cedar House
41 Cedar Avenue
Hamilton, HM 12, Bermuda

Mario F. Rossi                                       343,830(7)                     2.84%
c/o SmartServ Online, Inc.
Metro Center, One Station Place
Stamford, CT 06902

Thomas W. Haller                                     162,860(8)                     1.34%

Richard Kerschner                                    124,444(9)                     1.03%

Hendrik Hoets                                         63,333(10)                    *

L. Scott Perry                                        40,833(11)                    *

Catherine Cassel Talmadge                             40,816(12)                    *

Stephen Lawler                                        35,000(13)                    *

Charles R. Wood                                       29,000(14)                    *

Robert H. Steele                                      25,000(15)                    *

All executive officers and directors as
a group (10 persons)                               1,576,706(16)                   12.39%

</TABLE>
_________________
    *    Less than 1%

     (1)  Under the rules of 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  18,  2003 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.


                                       10
<PAGE>

     (4)  Includes   361,151   shares  of  common  stock  subject  to  currently
          exercisable warrants.
     (5)  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.
     (6)  Includes 66,102 shares of common stock issuable  pursuant to the terms
          of a  Securities  Purchase  Agreement  dated May 20, 2000  between the
          Company and TecCapital Ltd.
     (7)  Includes   83,000   shares  of  common  stock   subject  to  currently
          exercisable options.
     (8)  Includes   162,194   shares  of  common  stock  subject  to  currently
          exercisable  options.
     (9)  Consists  of  124,444  shares of common  stock  subject  to  currently
          exercisable options.
     (10) Consists  of 63,333  shares  of  common  stock  subject  to  currently
          exercisable options.
     (11) Includes   40,000   shares  of  common  stock   subject  to  currently
          exercisable options.
     (12) Includes   40,000   shares  of  common  stock   subject  to  currently
          exercisable  options  and 300  shares  of  common  stock  held for her
          daughter under the Uniform Gift to Minors Act.
     (13) Consists  of 35,000  shares  of  common  stock  subject  to  currently
          exercisable options
     (14) Includes   15,000   shares  of  common  stock   subject  to  currently
          exercisable options.
     (15) Consists  of 25,000  shares  of  common  stock  subject  to  currently
          exercisable options.
     (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 715,471
          shares of common stock subject to currently exercisable options issued
          to all executive officers and directors.




                                       11
<PAGE>




ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Steven B. Rosner,  currently a beneficial owner of 8.7% of the common stock
of SmartServ,  entered into an agreement with SmartServ, dated October 25, 1999,
whereby Mr. Rosner was to provide consulting services to SmartServ.  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 common stock at $2.625 per share,  (ii) 100,000 shares of common stock
at $3.625 per share and (iii) 8,000 shares of 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.

     Steven  B.  Rosner  also  acted as a finder  in the  private  placement  of
SmartServ's  securities that was consummated in September 2002. For his services
as finder,  Mr. Rosner  received  warrants to purchase  186,370 shares of common
stock at $.85 per share and a cash fee of $157,500 from SmartServ.  The warrants
expire on September 8, 2007.

     In December 2002, SmartServ entered into a consulting agreement with Steven
B. Rosner to replace the Rosner Agreement which expired in October 2002. As
consideration for such services, SmartServ granted Mr. Rosner a warrant to
purchase 250,000 shares of common stock at an exercise price of $1.28 per share.
The warrants expire on December 4, 2005.

     In December 2000, SmartServ's Board of Directors authorized the issuance of
a line of credit of up to $500,000 to Sebastian E. Cassetta, SmartServ'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
SmartServ 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 will be
payable semi-annually in arrears. During the quarter ended December 2002,
SmartServ recorded a valuation allowance of $665,000 in connection with the
potential uncollectibility of these loans and a restricted stock loan made to
Mr. Cassetta. While these loans do not mature until December 2003 and January
2004, Mr. Cassetta's ability to repay these loans is highly contingent on the
market value of his investment in SmartServ.

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








                                       12
<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, 2003            SMARTSERV ONLINE, INC.
                                 -----------------------
                                                  Registrant

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







                                       13
<PAGE>


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                    ----------------------------------------

     I, Sebastian E. Cassetta, certify that:

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

     2.   Based on my knowledge,  this annual 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 annual report;

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

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

          a)   designed such  disclosure  controls and procedures 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
               annual report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c)   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this annual report whether there were significant  changes in internal
          controls or in other factors that could significantly  affect internal
          controls  subsequent  to the  date  of  our  most  recent  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.

     Date:   April 30, 2003             /s/ SEBASTIAN E. CASSETTA
                                            ----------------------------------
                                            Sebastian E. Cassetta
                                            Chairman of the Board and
                                            Chief Executive Officer



                                       14
<PAGE>

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

     I, Thomas W. Haller, certify that:

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

     2.   Based on my knowledge,  this annual 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 annual report;

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

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and have:

              a)  designed such disclosure controls and procedures 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 annual report is being prepared;

              b)  evaluated the effectiveness of the registrant's disclosure
                  controls and procedures as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and

              c)  presented in this annual report our conclusions about the
                  effectiveness of the disclosure controls and procedures based
                  on our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this annual report whether there were significant  changes in internal
          controls or in other factors that could significantly  affect internal
          controls  subsequent  to the  date  of  our  most  recent  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.

     Date:   April 30, 2003                     /s/ THOMAS W. HALLER
                                                --------------------------------
                                                    Thomas W. Haller
                                                    Senior Vice President and
                                                    Chief Financial Officer



                                       15