================================================================================


                    U. S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934


                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

                         COMMISSION FILE NUMBER 0-28008


                             SMARTSERV ONLINE, INC.
--------------------------------------------------------------------------------
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

DELAWARE                                                13-3750708
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

          METRO CENTER, ONE STATION PLACE, STAMFORD, CONNECTICUT 06902
--------------------------------------------------------------------------------
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)


                                 (203) 353-5950
--------------------------------------------------------------------------------
                (ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE)


CHECK  WHETHER THE ISSUER (1) FILED ALL REPORTS  REQUIRED TO BE FILED BY SECTION
13 OR 15(D) OF THE  EXCHANGE  ACT DURING THE PAST 12 MONTHS (OR FOR SUCH SHORTER
PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS),  AND (2) HAS BEEN
SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.  YES  X   NO
                                                              -----   -----

THE NUMBER OF SHARES OF COMMON STOCK, $.01 PAR VALUE, OUTSTANDING AS OF NOVEMBER
2, 2001 WAS 6,187,269.

TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE):
          YES              NO    X
             ---------        -------

================================================================================


<PAGE>


                             SMARTSERV ONLINE, INC.

                                   FORM 10-QSB

                                      INDEX

PART I.       FINANCIAL INFORMATION

Item 1.       Consolidated Financial Statements

              Consolidated Balance Sheets - December 31, 2000 and
              September 30, 2001 (unaudited)...................................2

              Consolidated Statements of Operations - three months ended
              September 30, 2001 and 2000 and nine months ended
              September 30, 2001 and 2000 (unaudited)......................... 4

              Consolidated Statement of Changes in Stockholders'
              Equity - nine months ended September 30, 2001 (unaudited)........5

              Consolidated Statements of Cash Flows - three months ended
              Septemeber 30, 2001 and 2000 and nine months ended
              September 30, 2001 and 2000 (unaudited)..........................6

              Notes to Unaudited Consolidated Financial Statements.............7

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations.......................................13


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings...............................................18

Item 2.       Changes in Securities and Use of Proceeds.......................18

Item 6.       Exhibits and Reports on Form 8-K................................19

              Signatures......................................................20


                                        1
<PAGE>


                             SmartServ Online, Inc.

                           Consolidated Balance Sheets


<TABLE>
<CAPTION>

                                                              SEPTEMBER 30,            DECEMBER 31,
                                                                  2001                     2000
                                                           --------------------     --------------------
                                                               (UNAUDITED)
<S>                                                              <C>                   <C>
ASSETS
Current assets
   Cash and cash equivalents                                      $ 9,655,199          $19,172,118
   Accounts receivable                                                 26,070              149,016
   Due from officer                                                   500,000                   --
   Prepaid expenses                                                   992,073              294,809
                                                                  -----------          -----------
Total current assets                                               11,173,342           19,615,943
                                                                  -----------          -----------

Property and equipment, net                                         3,402,206            2,658,808

Other assets
   Capitalized software development costs, net of
      accumulated amortization of $205,311 at
      September 30, 2001 and $804,345 at December 31, 2000          1,035,083            1,416,751
   Security deposits                                                  469,744              200,374
   Deferred financing costs                                                --              150,000
                                                                  -----------          -----------
                                                                    1,504,827            1,767,125
                                                                  -----------          -----------

Total Assets                                                      $16,080,375          $24,041,876
                                                                  ===========          ===========
</TABLE>


                                       2
<PAGE>


                             SMARTSERV ONLINE, INC.

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>

                                                                             SEPTEMBER 30,            DECEMBER 31,
                                                                                 2001                     2000
                                                                          --------------------     -------------------
                                                                              (UNAUDITED)
<S>                                                                             <C>                   <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Accounts payable                                                             $  1,027,532           $  1,880,399
   Accrued liabilities                                                               836,350              1,357,270
                                                                                ------------           ------------
Total current liabilities                                                          1,863,882              3,237,669
                                                                                ------------           ------------

Deferred revenues                                                                         --              2,576,981

Note payable                                                                       6,783,401              1,446,256

COMMITMENTS AND CONTINGENCIES - NOTE 8

STOCKHOLDERS' EQUITY
Preferred stock - $0.01 par value
   Authorized - 1,000,000 shares
   Issued and outstanding - None                                                          --                     --
Common stock - $.01 par value
   Authorized - 40,000,000 shares
   Issued and outstanding - 6,135,630 shares at September 30, 2001 and
      5,973,140 shares at December 31, 2000                                           61,356                 59,731
Additional paid-in capital                                                        69,226,537             69,116,627
Notes receivable from officers                                                      (666,841)              (666,841)
Unearned compensation                                                               (831,909)            (1,726,574)
Accumulated deficit                                                              (60,356,051)           (50,001,973)
                                                                                ------------           ------------
Total stockholders' equity                                                         7,433,092             16,780,970
                                                                                ------------           ------------

Total Liabilities and Stockholders' Equity                                      $ 16,080,375           $ 24,041,876
                                                                                ============           ============
</TABLE>

SEE ACCOMPANYING NOTES.




                                       3
<PAGE>

                             SMARTSERV ONLINE, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                          THREE MONTHS                              NINE MONTHS
                                                       ENDED SEPTEMBER 30                       ENDED SEPTEMBER 30
                                             ---------------------------------------  ----------------------------------------
                                                    2001                 2000               2001                 2000
                                             -------------------   -----------------  -----------------   --------------------
<S>                                             <C>                 <C>               <C>                  <C>
Revenues                                        $    824,990         $  1,013,528      $  3,272,827         $  2,988,748
                                                ------------         ------------      ------------         ------------
Costs and expenses:
   Costs of services                              (1,712,718)          (1,428,486)       (5,487,207)          (2,185,942)
   Advertising and marketing expenses               (596,720)            (568,442)       (2,753,135)          (1,289,507)
   General and administrative expenses            (1,371,150)          (1,570,369)       (4,677,069)          (3,544,735)
   Stock-based compensation                          202,837            4,661,402          (735,015)          (3,974,603)
                                                ------------         ------------      ------------         ------------

   Total costs and expenses                       (3,477,751)           1,094,105       (13,652,426)         (10,994,787)
                                                ------------         ------------      ------------         ------------

Income (loss) from operations                     (2,652,761)           2,107,633       (10,379,599)          (8,006,039)
                                                ------------         ------------      ------------         ------------

Other income (expense):
   Interest income                                   101,875              351,428           459,599              579,797
   Interest expense                                 (138,072)                  --          (260,759)              (2,025)
   Debt origination and other
     financing costs                                 (50,000)                  --          (150,000)             (10,000)
   Foreign exchange losses                            (2,511)                  --           (23,319)                  --
                                                ------------         ------------      ------------         ------------
                                                     (88,708)             351,428            25,521              567,772
                                                ------------         ------------      ------------         ------------

Net income (loss)                               $ (2,741,469)        $  2,459,061      $(10,354,078)        $ (7,438,267)
                                                ============         ============      ============         ============


Basic income (loss) per share                   $      (0.46)        $       0.46      $      (1.78)        $      (1.80)
                                                ============         ============      ============         ============

Diluted income (loss) per share                 $      (0.46)        $       0.27      $      (1.78)        $      (1.80)
                                                ============         ============      ============         ============


Weighted average shares outstanding -
    basic                                          5,931,229            5,296,859         5,811,152            4,127,087
                                                ============         ============      ============         ============

Weighted average shares outstanding -
   diluted                                         5,931,229            9,091,970         5,811,152            4,127,087
                                                ============         ============      ============         ============
</TABLE>

SEE ACCOMPANYING NOTES

                                       4
<PAGE>


                             SMARTSERV ONLINE, INC.

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                      NINE MONTHS ENDED SEPTEMBER 30, 2001
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                 NOTES
                                        COMMON STOCK          RECEIVABLE     ADDITIONAL
                                                    PAR          FROM          PAID-IN        UNEARNED       ACCUMULATED
                                    SHARES         VALUE       OFFICERS        CAPITAL      COMPENSATION       DEFICIT
                                 ---------------------------- ------------- --------------- -------------- ----------------

<S>                                 <C>         <C>            <C>             <C>            <C>             <C>
Balances at December 31, 2000       5,973,140   $   59,731     $   (666,841)   $ 69,116,627   $ (1,726,574)   $(50,001,973)


Issuance of common stock upon
  exercise of employee stock
  options                              24,433          244               --          23,309             --              --

Conversion of 91 prepaid
  common stock purchase
  warrants into common stock           65,000          650               --            (650)            --              --

Issuance of warrants to
  purchase common stock as
  compensation for services                --           --               --          16,500             --              --

Issuance of common stock upon
  exercise of warrants                 73,057          731               --         246,901             --              --

Amortization of unearned
   compensation over the terms
   of consulting agreement                 --           --               --              --        894,665              --

Change in market value of
  employee stock options                   --           --               --        (176,150)            --              --

Net loss for the period                    --           --               --              --             --     (10,354,078)
                                 ------------   ----------   --------------    ------------   ------------    ------------

Balances at September 30, 2001      6,135,630   $   61,356     $   (666,841)   $ 69,226,537   $   (831,909)   $(60,356,051)
                                 ============   ==========   ==============    ============   ============    ============

</TABLE>

SEE ACCOMPANYING NOTES.


                                       5
<PAGE>



                             SMARTSERV ONLINE, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                THREE MONTHS                            NINE MONTHS
                                                             ENDED SEPTEMBER 30                     ENDED SEPTEMBER 30
                                                             ------------------                     ------------------
                                                           2001               2000               2001             2000
                                                           ----               ----               ----             ----
<S>                                                   <C>               <C>               <C>               <C>
OPERATING ACTIVITIES
Net income (loss)                                     $ (2,741,469)     $  2,459,061      $(10,354,078)     $ (7,438,267)
Adjustments to reconcile net income (loss) to net
cash used for operating activities:
    Depreciation and amortization                          664,991           322,844         1,869,665           661,970
    Noncash debt origination and other financing
       costs                                                50,000                --           150,000          (717,670)
    Noncash compensation costs                            (510,892)       (4,992,657)         (176,150)        3,287,193
    Noncash consulting services                            308,055           331,255           911,165           687,410
    Amortization of deferred revenues                     (644,243)         (598,229)       (2,576,981)       (1,426,549)
    Changes in operating assets and liabilities
       Accounts receivable                                  74,927           107,492           122,946           257,001
       Prepaid expenses                                   (722,928)         (116,592)         (697,264)         (278,771)
       Accounts payable and accrued liabilities             22,125          (434,435)        1,384,426         1,721,294
       Security deposit                                      5,323          (127,000)         (269,370)         (127,000)
                                                      ------------      ------------      ------------      ------------
    Net cash used for operating activities              (3,494,111)       (3,048,261)       (9,635,641)       (3,373,389)
                                                      ------------      ------------      ------------      ------------

INVESTING ACTIVITIES
Purchase of equipment                                      (15,428)         (267,103)         (152,310)         (623,068)
Capitalization of software development costs               (79,478)         (160,269)         (362,526)         (728,977)
Loan to officer                                                 --                --          (500,000)               --
                                                      ------------      ------------      ------------      ------------
    Net cash used for investing activities                 (94,906)         (427,372)       (1,014,836)       (1,352,045)
                                                      ------------      ------------      ------------      ------------

FINANCING ACTIVITIES
Proceeds from the issuance of notes                        670,381                --           862,373                --
Proceeds from the issuance of common stock                 250,076         1,127,793           271,185        27,095,457
Repayment of capital lease obligation                           --                --                --           (23,942)
Costs of issuing securities                                     --                --                --        (1,073,903)
Proceeds from the issuance of warrants                          --                --                --            24,746
                                                      ------------      ------------      ------------      ------------
    Net cash provided by financing activities              920,457         1,127,793         1,133,558        26,022,358
                                                      ------------      ------------      ------------      ------------

Increase (decrease) in cash and cash equivalents        (2,668,560)       (2,347,840)       (9,516,919)       21,296,924
Cash and cash equivalents - beginning of period         12,323,759        24,016,345        19,172,118           371,581
                                                      ------------      ------------      ------------      ------------
Cash and cash equivalents - end of period             $  9,655,199      $ 21,668,505      $  9,655,199      $ 21,668,505
                                                      ============      ============      ============      ============

</TABLE>

SUPPLEMENTAL CASH FLOW INFORMATION
----------------------------------

The  Company  has  purchased  hardware  and  various  consulting  services  from
Hewlett-Packard  Company,  pursuant to the terms of its line of credit  facility
with  Hewlett-Packard.  During the three and nine month periods ended  September
30, 2001, these purchases amounted to $1,473,400 and $3,001,400, respectively.

SEE ACCOMPANYING NOTES.

                                       6
<PAGE>

                             SMARTSERV ONLINE, INC.

              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2001



1.   NATURE OF BUSINESSS

SmartServ Online, Inc. ("SmartServ") commenced operations on August 20, 1993. We
deliver  Internet-based  and  wireless  content,  as well  as  "Web-to-Wireless"
applications,  such as securities trade order routing, that enable m-commerce by
providing  transactional and information  services to our alliance partners.  We
have developed online financial and  transactional  applications  using a unique
"device  agnostic"  delivery  solution  and make  these  services  available  to
wireless handsets and personal digital  assistants,  personal  computers and the
Internet through our application software and communications  architecture.  Our
services  facilitate  stock trading,  SMS ("short  message  services") and other
m-commerce transactions, as well as the dissemination of real-time stock quotes,
business and financial  news,  sports  information,  private-labeled  electronic
mail, national weather reports and other business and entertainment  information
in a user-friendly manner.

Our plan of operation, both on the domestic and international fronts, focuses on
the business-to-business  strategy of marketing our services in partnership with
those  companies that have an economic  incentive to provide our information and
transaction  services to their customers.  Management  believes that SmartServ's
primary  source of revenues  will be derived  from  consumers  who  purchase the
services  through these strategic  marketing  partners.  Through the use of this
strategy,  the  consumer  is a  customer  of both  SmartServ  and its  strategic
marketing  partner.  We  also  believe  that  the  sale of our  information  and
transaction  services  through the  cooperative  efforts of strategic  marketing
partners  with more  recognizable  brand names than our own is  important to our
success.

In October  2000,  we  announced  the change of our year end from a fiscal  year
ending on June 30 to a calendar  year  ending on December 31 in order to conform
to standard industry practice. The new fiscal year commenced on January 1, 2001.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
---------------------
The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim financial information,  the instructions of Form 10-QSB and Rule 310
of  Regulation  SB and,  therefore,  do not  include all  information  and notes
necessary for a presentation  of results of operations,  financial  position and
cash flows in conformity with accounting  principles  generally  accepted in the
United States.  The balance sheet at December 31, 2000 has been derived from the
audited  financial  statements  at that date,  but does not  include  all of the
information and footnotes required by accounting  principles  generally accepted
in the United States for complete financial statements. The financial statements
should be read in  conjunction  with the Company's  Annual Report on Form 10-KSB
for the period  ended  December 31,  2000.  In the opinion of the  Company,  all
adjustments  (consisting  of normal  recurring  accruals)  necessary  for a fair
presentation  have been made.  Results of  operations  for the nine months ended
September 30, 2001 are not necessarily indicative of those expected for the year
ending December 31, 2001.


                                       7
<PAGE>

USE OF ESTIMATES
----------------
The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

REVENUE RECOGNITION
-------------------
Revenues are recognized as services are provided.  Deferred revenues,  resulting
from customer  prepayments,  are recognized as services are provided  throughout
the term of the agreement.  Deferred revenues  resulting from our agreement with
Data  Transmission   Network   Corporation   ("DTN")  were  amortized  over  the
anticipated  future revenue  stream,  a period of 42 months,  commencing June 1,
1999. We amended our agreement with DTN such that,  effective September 1, 2000,
SmartServ performed  maintenance and enhancement  services through December 2000
and operational support through August 2001. Therefore,  commencing September 1,
2000,  deferred revenues were being amortized to income on a straight-line basis
over the period through August 2001.

EARNINGS PER SHARE
------------------
Basic  earnings per share is computed  based on the weighted  average  number of
common shares  outstanding.  Diluted earnings per share reflects the increase in
the  weighted  average  common  shares  outstanding  that would  result from the
assumed exercise of outstanding stock options and warrants  calculated using the
treasury stock method.

CAPITALIZED SOFTWARE DEVELOPMENT COSTS
--------------------------------------
In  connection  with certain  contracts  entered into between  SmartServ and its
strategic  marketing  partners,  as well as other projects,  we have capitalized
costs related to certain product  enhancements  and  application  development in
accordance with Statement of Financial  Accounting Standards No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed".

On an  ongoing  basis,  SmartServ  reviews  the  future  recoverability  of  its
long-lived  assets for impairment or whenever events or changes in circumstances
indicate  that the carrying  amounts may not be  recoverable.  To date,  no such
events  or   circumstances   have  occurred.   If  such  events  or  changes  in
circumstances do occur, we will recognize an impairment loss if the undiscounted
future  cash  flows  expected  to be  generated  by the  asset are less than its
carrying value. The impairment loss would reduce the asset to its fair value.

FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
The carrying amounts of our financial instruments approximate fair value.

SUPPLEMENTAL CASH FLOW DATA
---------------------------
We consider all highly liquid  investments  with a maturity date of three months
or less when purchased to be cash equivalents.

Interest, debt origination and other financing costs paid during the three month
periods ended September 30, 2001 and 2000 were $138,072 and $-0-,  respectively,
and for the nine month periods  ended  September 30, 2001 and 2000 were $260,759
and $2,025, respectively.

CONCENTRATION OF CREDIT RISK
----------------------------
Financial  instruments that potentially  subject  SmartServ to concentrations of
credit risk consist  primarily of its accounts  receivable  and  investments  in
commercial paper and money market funds. It is management's  policy to invest in
only those companies with a AAA credit rating;  therefore,  our commercial paper
and money fund investments are short-term and highly liquid. We perform periodic
credit  evaluations  of our  customers  and, if  applicable,  provide for credit
losses in the financial statements.


                                       8
<PAGE>

PROPERTY AND EQUIPMENT
----------------------
Property and equipment are stated at cost.  Equipment  purchased under a capital
lease is recorded at the present value of the future  minimum lease  payments at
the date of acquisition. Depreciation is computed using the straight-line method
over estimated useful lives of three to ten years.

ADVERTISING COSTS
-----------------
Advertising  costs are expensed as incurred and were  approximately  $18,800 and
$200  during  the  three  month  periods  ended  September  30,  2001 and  2000,
respectively, and  $47,400  and  $38,900  during  the nine month  periods  ended
September 30, 2001 and 2000, respectively.

STOCK BASED COMPENSATION
------------------------
We maintain several stock option plans for employees and non-employee  directors
that provide for the granting of stock options for a fixed number of shares with
an exercise price equal to the fair value of the shares at the date of grant. We
account  for  these  stock  compensation  plans in  accordance  with  Accounting
Principles  Board  Opinion No. 25,  "Accounting  for Stock Issued to  Employees"
("APB No. 25").  Accordingly,  compensation  expense is recognized to the extent
that the fair value of the stock exceeds the exercise price of the option at the
measurement date. Certain options,  which have been repriced, are subject to the
variable  plan   requirements  of  APB  No.  25,  that  requires  us  to  record
compensation expense for changes in the fair value of our common stock.


3.   DUE FROM OFFICER

Our Board of Directors  authorized the issuance of a line of credit to Sebastian
Cassetta,  SmartServ's  Chief  Executive  Officer,  for an amount  not to exceed
$500,000. Such amount bears interest at market and is payable upon demand.


4.   PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                              SEPTEMBER 30,           DECEMBER 31,
                                                                                   2001                    2000
                                                                            -------------------      -----------------
<S>                                                                         <C>                      <C>
   Data processing equipment                                                $     5,083,143          $     3,221,833
   Data processing equipment purchased under a capital lease                        246,211                  246,211
   Office furniture and equipment                                                   178,903                  172,452
   Display equipment                                                                 71,335                   71,335
   Leasehold improvements                                                            55,569                   54,462
                                                                            -------------------      -----------------

                                                                                  5,635,161                3,766,293
   Accumulated depreciation, including $205,176 at September
     30, 2001 and $180,555 at December 31, 2000 for equipment
     purchased under a capital lease                                             (2,232,955)              (1,107,485)
                                                                            -------------------      -----------------
                                                                            $     3,402,206          $     2,658,808
                                                                            ===================      =================

</TABLE>


                                       9
<PAGE>

5.   NOTE PAYABLE

In May 2000, we entered into a Business Alliance Agreement with  Hewlett-Packard
Company whereby the companies agreed to jointly market their respective products
and  services,  and to  work  on  the  build-out  of  SmartServ's  domestic  and
international infrastructure. In furtherance of these objectives Hewlett-Packard
provided us with a line of credit of up to  $20,000,000  for the  acquisition of
approved  hardware,  software  and  services.  As of  September  28,  2001,  the
expiration date of the facility,  SmartServ had borrowed $6,783,401. The debt is
evidenced by a note,  bearing an interest rate of 11%,  secured by the Company's
assets,  exclusive of its internally  developed software products,  with a three
year maturity and may be converted into our common stock at $33.56 per share.


6.   STOCK-BASED COMPENSATION

In  connection  with the grant of  certain  stock  options,  warrants  and other
compensation arrangements, we have recorded charges to earnings that are noncash
in nature. Certain of these grants are subject to the variable plan requirements
of APB No. 25 that require us to record compensation  expense for changes in the
fair value of our common stock.

The   following   table   shows   the   amount   of   stock-based   compensation
(charges)/credits  that  would  have  been  recorded  in the  categories  of the
statement of operations had stock-based  compensation not been separately stated
therein:

<TABLE>
<CAPTION>
                                                   THREE MONTHS                              NINE MONTHS
                                                ENDED SEPTEMBER 30                       ENDED SEPTEMBER 30
                                      ---------------------------------------   --------------------------------------
                                            2001                  2000                2001                2000
                                      ------------------    -----------------   ------------------  ------------------

<S>                                   <C>                   <C>                 <C>                 <C>
Costs of services                     $       150,168       $    1,112,161      $         2,323     $   (1,040,135)

Selling, general and
administrative expenses                        52,669            3,549,241             (737,338)        (2,934,468)
                                      ------------------    -----------------   ------------------  ------------------

                                      $       202,837       $    4,661,402      $      (735,015)    $   (3,974,603)
                                      ==================    =================   ==================  ==================
</TABLE>

Stock-based  compensation  for the three and nine month periods ended  September
30, 2001 and 2000  consists of the impact of changes in the market  value of the
Company's  common stock on the value of options to purchase  common stock issued
to employees,  as well as the amortization of deferred costs associated with the
prior issuance of warrants to purchase common stock.


7.   EARNINGS PER SHARE

The following  table sets forth the  computation  of basic and diluted  earnings
(loss) per share:

<TABLE>
<CAPTION>
                                         THREE MONTHS ENDED SEPTEMBER 30           NINE MONTHS ENDED SEPTEMBER 30
                                      ---------------------------------------   --------------------------------------
                                            2001                  2000                2001                2000
                                      ------------------    -----------------   ------------------  ------------------


<S>                                   <C>                   <C>                 <C>                 <C>
Numerator:
   Net income (loss)                  $    (2,741,469)      $     2,459,061     $   (10,354,078)    $    (7,438,267)
                                      ==================    =================   ==================  ==================

</TABLE>


                                       10
<PAGE>

<TABLE>
<CAPTION>
<S>                                         <C>                   <C>                 <C>                 <C>
Denominator:
   Denominator for basic earnings
   per share - weighted average
   shares                                   5,931,229             5,296,859           5,811,152           4,127,087

   Dilutive effect of warrants to
   purchase common stock                           --             2,748,285                  --                  --

   Dilutive effect of employee stock
   options and restricted shares                   --             1,046,826                  --                  --
                                      ------------------    -----------------   ------------------  ------------------

   Denominator for diluted earnings
   per share                                5,931,229             9,091,970           5,811,152           4,127,087
                                      ==================    =================   ==================  ==================

Basic earnings (loss) per
   common share                       $        (0.46)       $          0.46     $         (1.78)    $         (1.80)
                                      ==================    =================   ==================  ==================

Diluted earnings (loss) per
   common  share                      $        (0.46)       $         0.27      $         (1.78)    $         (1.80)
                                      ==================    =================   ==================  ==================

</TABLE>

At September 30, 2001,  outstanding employee stock options and other warrants to
purchase an aggregate  of 4,474,000  shares of common stock were not included in
the  computation  of diluted  earnings per share because the Company  reported a
loss for the three and nine  month  periods  then  ended  and,  therefore  their
inclusion would be antidilutive.  Similarly,  at September 30, 2000, outstanding
employee  stock options and other warrants to purchase an aggregate of 4,813,500
shares of common stock were not included in the computation of diluted  earnings
per share  because  the Company  reported a loss for the nine month  period then
ended.


8.   COMMITMENTS AND CONTINGENCIES

On or about June 4, 1999,  Michael Fishman,  our former Vice President of Sales,
commenced an action against us, Sebastian E. Cassetta (our Chairman of the Board
and Chief Executive  Officer),  Steven Francesco (our former President) and four
others  in  the  Connecticut   Superior  Court  for  the  Judicial  District  of
Stamford/Norwalk at Stamford alleging breach of his employment contract,  breach
of duty of good faith and fair dealing, fraudulent misrepresentation,  negligent
misrepresentation,  intentional  misrepresentation and failure to pay wages. The
defendants  have answered the complaint and filed  counterclaims  for fraudulent
inducement and breach of contract.  The fraud and misrepresentation  claims have
been  dismissed.  Plaintiff has responded to the  counterclaim  and discovery is
proceeding.  Although we are vigorously  defending this action,  there can be no
assurance that we will be successful.

On or about February 29, 2000, Commonwealth  Associates,  L.P.  ("Commonwealth")
filed a  complaint  against  us in the  Supreme  Court of the State of New York,
County of New York.  The  complaint  alleges  that on or about  August 19, 1999,
Commonwealth and SmartServ  entered into an engagement  letter pursuant to which
Commonwealth was to provide financial  advisory and investment  banking services
to SmartServ in connection  with a possible  combination  between  SmartServ and
Data  Link  Systems   Corporation.   The  engagement   letter   provided  for  a
nonrefundable  fee of  $15,000  payable in cash or



                                       11
<PAGE>

common stock at SmartServ's option. The complaint alleges that SmartServ elected
to pay the fee in stock and  seeks  13,333  shares  of common  stock or at least
$1,770,000 together with interest and costs. In our answer to the complaint,  we
have denied the material allegations of the complaint,  including the allegation
that we  elected  to pay in stock.  Discovery  has  commenced.  Although  we are
vigorously  defending  this action,  there can be no  assurance  that we will be
successful.

While we intend to vigorously defend these actions,  the unfavorable  outcome of
either  such  action  could  have a  material  adverse  effect on our  financial
condition, results of operations and cash flows.




                                       12
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------  OF OPERATIONS


SmartServ  is a  Web  and  wireless  applications  developer  offering  wireless
applications,  transaction  platforms and middleware to financial  institutions,
network service providers and other commercial enterprises that drive real time,
transaction-intensive  wireless data services to their workforces and customers.
SmartServ's products and services ensure that businesses and their customers can
fully exploit the merits of wireless data exchange, using virtually any wired or
mobile  device to make  informed  decisions  and execute  transactions  based on
real-time information.  SmartServ's solutions, which may be hosted or installed,
speed time-to-market, anticipate ever-changing technologies and lower costs.

SmartServ's plan of operation  includes programs for the sale of its information
and  transactional  application  services through strategic  marketing  partners
utilizing a "business-to-business"  strategy. Such a strategy provides access to
a large number of  potential  subscribers  and allows  SmartServ to maximize its
market  reach  at  minimal  operating  costs.  The  flexibility  of  SmartServ's
application  software and communications  architecture enables the customization
of each information package offered to each strategic marketing partner,  and in
turn to their customers.

As an early  entrant in the dynamic  market for the  distribution  of  financial
information  and  transaction  services  via  wireless  telephones  and personal
digital  assistants  ("PDA"),   SmartServ  is  developing   strategic  marketing
relationships   with  wireless   equipment   manufacturers,   telecommunications
carriers,  value-added  service  providers  and  potential  corporate  partners.
SmartServ  continuously  seeks to  increase  product  performance  and widen its
distribution  by building and  maintaining  this network of strategic  marketing
partners.  Combining SmartServ's  application development and data platform with
the core competencies of its strategic marketing partners, SmartServ is offering
a packaged  turnkey  solution  for  extending  content and  transactions  to the
wireless  environment.  Management  believes  the wireless  area has  tremendous
potential for distribution of SmartServ's  information  products and as a source
of revenues  from "fee based"  transactions  such as routing stock order entries
and SMS  ("short  messaging  services");  however,  we have  yet to  derive  any
revenues from such efforts.

Management  believes  that most of  SmartServ's  revenues  will  continue  to be
derived from  consumers who purchase its services  through  strategic  marketing
partners. SmartServ anticipates that strategic marketing partners will brand its
information  and  transaction  services with their own private label and promote
and distribute  SmartServ's packaged offering to their customers.  SmartServ has
the ability to customize the information package to be offered to each strategic
marketing partner by device.

Management   anticipates   that  staffing   requirements   associated  with  the
implementation  of its plan of operation will result in the addition of 4 people
during the year ending December 31, 2001. Such personnel will be added to assist
primarily with the  programming  requirements of strategic  marketing  partners'
product offerings, for customer support and sales and marketing.


RESULTS OF OPERATIONS

QUARTER ENDED SEPTEMBER 30, 2001 VERSUS QUARTER ENDED SEPTEMBER 30, 2000

During the quarters ended  September 30, 2001 and 2000, we recorded  revenues of
$824,990 and $1,013,528,  respectively.  Substantially all of such revenues were
earned  through  our  licensing   agreement  with  Data   Transmission   Network
Corporation.  During  the  quarters  ended  September  30,  2001  and  2000,




                                       13
<PAGE>

we recognized  $644,243 and $598,229,  respectively,  from the  amortization  of
deferred revenues associated with this agreement.

During the quarter ended  September  30, 2001, we incurred  costs of services of
$1,712,718.  Such costs  consisted  primarily of information  and  communication
costs ($114,600),  personnel costs ($592,200),  systems consultants  ($148,700),
computer  hardware  leases,   depreciation  and  maintenance  costs  ($434,800),
facilities ($114,700) and amortization expenses relating to capitalized software
development  costs  ($285,200).  During the quarter ended September 30, 2000, we
incurred  costs of services of  $1,428,486.  Such costs  consisted  primarily of
information and  communication  costs  ($124,300),  personnel costs  ($398,700),
systems  consultants  ($598,300),  computer  hardware  leases,  depreciation and
maintenance  costs ($51,400) and amortization  expenses  relating to capitalized
software  development costs ($227,200).  During the quarters ended September 30,
2001 and 2000, we capitalized $79,500 and $160,300, respectively, of development
costs in accordance  with  Statement of Financial  Accounting  Standards No. 86,
"Accounting for the Costs of Computer  Software to be Sold,  Leased or Otherwise
Marketed".

During  the  quarter  ended   September  30,  2001,  we  incurred   general  and
administrative  expenses of $1,371,150.  Such costs were incurred  primarily for
personnel costs ($677,200), professional fees ($216,900), facilities ($142,200),
insurance  ($120,600) and  communications  costs  ($55,200).  During the quarter
ended  September 30, 2000, we incurred  general and  administrative  expenses of
$1,570,369.  Such costs were incurred  primarily for personnel costs ($741,500),
facilities  ($54,900),  insurance  ($71,700) and  professional  fees ($473,400).
During the  quarter  ended  September  30,  2001,  we incurred  advertising  and
marketing expenses of $596,720. Such costs were incurred primarily for personnel
costs ($352,200),  marketing consultants ($82,600) and travel ($117,400). During
the quarter  ended  September 30, 2000,  we incurred  advertising  and marketing
expenses  of  $568,442.   Such  costs  were  incurred  primarily  for  marketing
consultants ($124,700), personnel ($276,900) and travel ($81,700).

During the quarter ended September 30, 2001, net noncash credits for stock-based
compensation  for  employees   amounted  to  $510,892  compared  to  credits  of
$4,992,657 during the quarter ended September 30, 2000. Such noncash amounts are
primarily  related to the valuation of  stock-based  compensation  in accordance
with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees"  ("APB No. 25").  Certain  options are subject to the  variable  plan
requirements of APB No. 25, as they were repriced,  and therefore,  compensation
expense/income  is recognized for changes in the fair value of our common stock.
Noncash  charges for consulting  services for the quarters  ended  September 30,
2001 and 2000 were $308,055 and $331,255, respectively, resulting primarily from
the  amortization  of  deferred  costs  associated  with the prior  issuance  of
warrants to purchase common stock to various financial,  marketing and technical
consultants.

Interest  income for the quarters ended  September 30, 2001 and 2000 amounted to
$101,875 and $351,428, respectively. Such amounts were earned primarily from our
investments in highly liquid  commercial  paper and money fund accounts.  During
the quarters  ended  September 30, 2001 and 2000,  interest and other  financing
costs were $188,072 and $-0-,  respectively.  During the quarter ended September
30, 2001,  interest and other  financing  costs were incurred in connection with
the $20 million line of credit facility with Hewlett-Packard Company.

Basic loss per share was $0.46 for the quarter ended September 30, 2001 compared
to earnings per share of $0.46 for the quarter  ended  September  30, 2000.  The
weighted average shares outstanding increased to 5,931,229 for the quarter ended
September 30, 2001 from 5,296,859  weighted  average shares  outstanding for the
quarter ended September 30, 2000.




                                       14
<PAGE>

At September 30, 2001,  the diluted loss per share was $0.46 compared to diluted
earnings  per share of $0.27.  The  weighted  average  shares  outstanding  on a
diluted basis was 5,931,229 for the quarter ended September 30, 2001 compared to
9,091,970 for the quarter ended September 30, 2000.


NINE MONTHS ENDED SEPTEMBER 30, 2001 VERSUS NINE MONTHS ENDED SEPTEMBER 30, 2000

During the nine months ended  September 30, 2001 and 2000, we recorded  revenues
of $3,272,827 and $2,988,748,  respectively.  Substantially all of such revenues
were earned  through our  licensing  agreement  with Data  Transmission  Network
Corporation.  During the nine  months  ended  September  30,  2001 and 2000,  we
recognized  $2,577,000 and $1,426,500,  respectively,  from the  amortization of
deferred revenues associated with this agreement.

During the nine months ended  September 30, 2001, we incurred  costs of services
of $5,487,207.  Such costs consisted  primarily of information and communication
costs ($312,000), personnel costs ($1,762,600),  systems consultants ($971,700),
computer  hardware  leases,  depreciation  and maintenance  costs  ($1,277,200),
facilities ($340,400) and amortization expenses relating to capitalized software
development costs  ($746,000).  During the nine months ended September 30, 2000,
we incurred costs of services of $2,185,942.  Such costs consisted  primarily of
information and  communication  costs  ($219,000),  personnel costs  ($576,400),
systems  consultants  ($676,500),  computer  hardware  leases,  depreciation and
maintenance  costs ($246,100) and amortization  expenses relating to capitalized
software  development costs  ($436,600).  During the nine months ended September
30, 2001 and 2000,  we  capitalized  $362,500  and  $729,000,  respectively,  of
development costs in accordance with Statement of Financial Accounting Standards
No. 86,  "Accounting  for the Costs of Computer  Software to be Sold,  Leased or
Otherwise Marketed".

During the nine  months  ended  September  30,  2001,  we  incurred  general and
administrative  expenses of $4,677,069.  Such costs were incurred  primarily for
personnel  costs   ($2,397,100),   professional   fees  ($879,900),   facilities
($482,700), insurance ($350,200) and communications costs ($141,100). During the
nine months ended  September  30, 2000, we incurred  general and  administrative
expenses of $3,544,735.  Such costs were incurred  primarily for personnel costs
($1,759,900),  facilities  ($148,000),  insurance ($127,200),  professional fees
($1,078,400) and  communications  costs ($75,500).  During the nine months ended
September  30,  2001,  we  incurred   advertising  and  marketing   expenses  of
$2,753,135. Such costs were incurred primarily for personnel costs ($1,089,800),
marketing consultants  ($819,300) and travel ($482,900).  During the nine months
ended  September 30, 2000,  we incurred  advertising  and marketing  expenses of
$1,289,507.  Such  costs  were  incurred  primarily  for  marketing  consultants
($362,900), personnel ($488,500) and travel ($205,700).

During  the nine  months  ended  September  30,  2001,  net  noncash  credit for
stock-based  compensation for employees amounted to $176,150 compared to noncash
charges of  $3,287,193  during the nine months ended  September  30, 2000.  Such
noncash   amounts  are  primarily   related  to  the  valuation  of  stock-based
compensation  in accordance  with APB No. 25. Certain options are subject to the
variable plan requirements of APB No. 25, as they were repriced,  and therefore,
compensation  expense is recognized  for changes in the fair value of our common
stock.  Noncash  charges  for  consulting  services  for the nine  months  ended
September 30, 2001 and 2000 were $911,165 and $687,410, respectively,  resulting
primarily  from the  amortization  of deferred costs  associated  with the prior
issuance of warrants to purchase  common stock to various  financial,  marketing
and technical consultants.

Interest  income for the nine months ended  September 30, 2001 and 2000 amounted
to $459,599 and $579,797,  respectively. Such amounts were earned primarily from
our  investments  in highly  liquid  commercial  paper and money fund  accounts.
During the nine months  ended  September  30, 2001 and 2000,



                                       15
<PAGE>

interest and other  financing  costs were  $410,759  and $12,025,  respectively.
During the nine months ended  September 30, 2001,  interest and other  financing
costs were incurred in connection  with the $20 million line of credit  facility
with Hewlett-Packard  Company.  During the nine months ended September 30, 2000,
interest  and other  financing  costs  were  primarily  related  to the  partial
redemption of our Prepaid Warrants.

Basic and diluted loss per share was $1.78 for the nine months  ended  September
30, 2001  compared  to a basis and diluted  loss per share of $1.80 for the nine
months  ended  September  30,  2000.  The weighted  average  shares  outstanding
increased  to  5,811,152  for the nine  months  ended  September  30,  2001 from
4,127,087  weighted  average  shares  outstanding  for  the  nine  months  ended
September 30, 2000.


CAPITAL RESOURCES AND LIQUIDITY


In January 2000,  America First Associates Corp.,  acting as placement agent for
SmartServ,  completed a private  placement of 233,000  shares of common stock at
$15.00 per share. We also completed a private placement of an additional 100,000
shares of common  stock at $15.00 per share  without the services of a placement
agent.  The net  proceeds of the two  placements  were used for general  working
capital requirements.

In May 2000,  Chase  Securities  Inc.,  acting as placement agent for SmartServ,
completed  a private  placement  of 353,535  shares of common  stock at $49.50 a
share.  The net proceeds of the placement of  $16,750,000  were used for general
working capital requirements.

In May 2000, we entered into a Business Alliance Agreement with  Hewlett-Packard
Company whereby the companies agreed to jointly market their respective products
and  services  and  to  work  on  the  build-out  of  SmartServ's  domestic  and
international infrastructure. In furtherance of these objectives Hewlett-Packard
provided us with a line of credit of up to  $20,000,000  for the  acquisition of
approved  hardware,  software  and  services.  As of  September  28,  2001,  the
expiration  date  of the  facility,  Hewlett-Packard  Company  had  advanced  us
$6,783,401  thereunder.  The debt is  evidenced  by a secured  note,  bearing an
interest rate of 11%,  with a three year maturity and may be converted  into our
common stock at $33.56 per share.

During  the  period  January  1, 2000  through  September  30,  2001,  we issued
2,310,945  shares of common stock to investors  upon the exercise of warrants to
purchase  such  shares.  Proceeds  from  the  exercise  of these  warrants  were
$5,906,900.

As of September 30, 2001, we had 1,725,000  public warrants  (SSOLW) and 300,000
warrants with terms identical to the public warrants outstanding. These warrants
are currently  convertible into our common stock at the ratio of one warrant per
0.5174  share of common  stock at an  exercise  price of $7.73 per share.  These
warrants are  redeemable by SmartServ on not less than 30 days written notice at
the  redemption  price of $0.10 per warrant,  provided  the average  closing bid
quotation of the common stock as reported on the Nasdaq Stock Market has been at
least  187.5% of the current  exercise  price of the warrants for a period of 20
consecutive  trading  days ending on the third day prior to the date on which we
give notice of  redemption.  Proceeds  from the  exercise of the warrants by the
holders thereof would provide us with approximately $8,000,000.

While we reported a net loss of $10,354,078  for the nine months ended September
30, 2001, our net loss  exclusive of net  stock-based  compensation  charges was
$9,619,063.  Cash  used in  daily  operations  was  $9,635,600.  Cash  used  for
investing  activities was $1,014,800 while cash provided by financing activities
was $1,133,600.


                                       16
<PAGE>

We are currently involved in two lawsuits.  Although we are vigorously defending
these  actions,  there  can be no  assurance  that we will  be  successful.  The
unfavorable  outcome of either of these  actions  could have a material  adverse
effect on our financial  condition,  results of operations  and cash flows.  See
Note 8 of the Notes to Unaudited  Consolidated  Financial  Statements for a more
detailed discussion of these actions.

Since inception,  we have met our cash flow needs through the issuance of common
stock and warrants to investors and the  establishment of credit facilities with
investors and Hewlett-Packard Company. Based upon our current cash resources and
our  anticipated  revenue  stream and  expenses,  we  believe  that we will have
sufficient  liquidity to meet our  obligations  during the current year.  Longer
term,  we must  execute  our  business  plan  and  seek  additional  sources  of
liquidity,  such as the redemption and exercise of our  outstanding  warrants or
the sale of common stock.


CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS
----------------------------------------------

Forward-looking  statements in this document and those made from time-to-time by
our  employees  are  made  under  the  safe  harbor  provisions  of the  Private
Securities Litigation Reform Act of 1995.  Forward-looking statements concerning
future plans or results are necessarily  only estimates and actual results could
differ  materially  from  expectations.  Certain  factors  that  could  cause or
contribute  to such  differences  include,  and are not  limited  to,  potential
fluctuations in quarterly results, the size and timing of awards and performance
on contracts,  dependence on large  contracts and a limited number of customers,
dependence on wireless and/or  internet  networks of  third-parties  for certain
products and services, lengthy sales and implementation cycles, availability and
cost of key  components,  market  acceptance  of new or  enhanced  products  and
services,   proprietary   technology   and  changing   technology,   competitive
conditions, system performance,  management of growth, the risk that our current
and future  products and services may contain errors or be affected by technical
problems that would be difficult and costly to detect and correct, dependence on
key personnel and general  economic and political  conditions  and other factors
affecting  spending by customers,  and other risks  described in this  Quarterly
Report on Form 10-QSB and our other  filings  with the  Securities  and Exchange
Commission.



                                       17
<PAGE>

PART 2.  OTHER INFORMATION




ITEM 1.    LEGAL PROCEEDINGS

On or about June 4, 1999,  Michael Fishman,  our former Vice President of Sales,
commenced an action against us, Sebastian E. Cassetta (our Chairman of the Board
and Chief Executive  Officer),  Steven Francesco (our former President) and four
others  in  the  Connecticut   Superior  Court  for  the  Judicial  District  of
Stamford/Norwalk at Stamford alleging breach of his employment contract,  breach
of duty of good faith and fair dealing, fraudulent misrepresentation,  negligent
misrepresentation,  intentional  misrepresentation and failure to pay wages. The
defendants  have answered the complaint and filed  counterclaims  for fraudulent
inducement and breach of contract.  The fraud and misrepresentation  claims have
been dismissed.  Plaintiff has responded to the  counterclaim,  and discovery is
proceeding.  Although we are vigorously  defending this action,  there can be no
assurance that we will be successful.

On or about February 29, 2000, Commonwealth  Associates,  L.P. filed a complaint
against us in the  Supreme  Court of the State of New York,  County of New York.
The  complaint  alleges  that on or about  August  19,  1999,  Commonwealth  and
SmartServ entered into an engagement  letter pursuant to which  Commonwealth was
to provide  financial  advisory and investment  banking services to SmartServ in
connection with a possible  combination  between SmartServ and Data Link Systems
Corporation.  The engagement  letter provided for a nonrefundable fee of $15,000
payable in cash or common stock at  SmartServ's  option.  The complaint  alleges
that SmartServ elected to pay the fee in stock and seeks 13,333 shares of common
stock or at least $1,770,000  together with interest and costs. In our answer to
the  complaint,  we have  denied  the  material  allegations  of the  complaint,
including  the  allegation  that  we  elected  to pay in  stock.  Discovery  has
commenced.  Although we are vigorously  defending  this action,  there can be no
assurance that we will be successful.

While we intend to vigorously defend these actions,  the unfavorable  outcome of
either  such  action  could  have a  material  adverse  effect on our  financial
condition, results of operations and cash flows.


ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

During the period January 2001 through  November 2, 2001,  121 Prepaid  Warrants
were converted into an aggregate of 86,400 shares of our common stock.  No sales
commissions were paid in connection with such conversion. The shares were issued
in reliance upon the exemption from  registration  provided by Section 3 (a) (9)
of the Securities Act.

In April 2001,  we issued a warrant to purchase an  aggregate of 2,000 shares of
common  stock to Randy  Granovetter  as  partial  consideration  for  consulting
services to be provided to  SmartServ  as a member of its  Advisory  Board.  The
warrant is  exercisable  after one year at an exercise price of $9.36 per share,
expires  on April  15,  2005,  and has been  valued  based on the  Black-Scholes
pricing  methodology.  No sales  commissions  were paid in connection  with such
transaction.  This  warrant  was  issued in  reliance  upon the  exemption  from
registration provided by Section 4 (2) of the Securities Act.

In August 2001,  we issued  10,000  shares of common stock to Todd Peterson upon
the exercise of warrants to purchase such shares. No sales commissions were paid
in connection with such transaction. The shares were issued in reliance upon the
exemption from  registration  provided by Section 4 (2) of the  Securities  Act.
Proceeds from the exercise of the warrants were $30,000.



                                       18
<PAGE>

In August 2001, we issued  23,057 shares of common stock to Bruno  Guazzoni upon
the exercise of warrants to purchase such shares. No sales commissions were paid
in connection with such transaction. The shares were issued in reliance upon the
exemption from  registration  provided by Section 4 (2) of the  Securities  Act.
Proceeds from the exercise of the warrants were $100,000.

In September 2001, we issued 40,000 shares of common stock to Michael Silva upon
the exercise of warrants to purchase such shares. No sales commissions were paid
in connection with such transaction. The shares were issued in reliance upon the
exemption from  registration  provided by Section 4 (2) of the  Securities  Act.
Proceeds from the exercise of the warrants were $120,000.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits:

          None

(b)    REPORTS ON FORM 8-K

          On August 2, 2001, the Company filed a report on Form 8-K  referencing
a press release, dated October 31, 2000, announcing its intention to change to a
calendar-based  financial  reporting period.  The Company's Form 10-KSB covering
the transition  period was filed with the Securities and Exchange  Commission on
April 2, 2001.


                                       19
<PAGE>

                             SMARTSERV ONLINE, INC.


                                   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 thereunto duly authorized.



                                          SmartServ Online, Inc.
                                          (Registrant)

                                          By:


Date: November 14, 2001                   /s/  SEBASTIAN E. CASSETTA
      -----------------                   --------------------------------------
                                          Sebastian E. Cassetta
                                          Chairman of the Board, Chief Executive
                                          Officer


Date: November 14, 2001                   /s/  THOMAS W. HALLER
      -----------------                   --------------------------------------
                                          Thomas W. Haller
                                          Sr. Vice President, Chief Financial
                                          Officer, Treasurer









                                       20