UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 15, 2004
SmartServ Online, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-28008 13-3750708
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
2250 Butler Pike, Suite 150, Plymouth Meeting, Pennsylvania 19462
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (610) 397-0689
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SmartServ Online, Inc. (the "Company") hereby amends its Current Report on Form
8-K as originally filed with the Securities and Exchange Commission on December
21, 2004 and amended on December 23, 2004, to amend Item 4.01 and Item 9.01 to
read in its entirety as follows:
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On December 20, 2004, the Audit Committee of the Board of Directors of the
Company selected Carlin, Charron & Rosen, LLP ("Carlin Charron") as its new
independent registered public accounting firm, in replacement of Grant Thornton
LLP ("Grant Thornton").
During the Company's most recent fiscal year ended December 31, 2003 and the
subsequent interim period from January 1, 2004 through the date of this report,
there were no disagreements with Grant Thornton on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of Grant
Thornton, would have caused it to make reference to the subject matter of the
disagreement in connection with its report on the Company's consolidated
financial statements.
On December 15, 2004, Grant Thornton advised the Company that it declined to
stand for re-election as the Company's independent registered public accounting
firm.
The audit report issued by Grant Thornton on the consolidated financial
statements of the Company as of and for the year ended December 31, 2003 did not
contain an adverse opinion or a disclaimer of opinion, nor were they modified as
to uncertainty, audit scope, or accounting principles.
The Company provided Grant Thornton with a copy of the statements contained in
this Current Report on Form 8-K and requested that Grant Thornton furnish the
Company with a letter addressed to the Securities and Exchange Commission
stating whether Grant Thornton agrees with such statements, and if not, stating
in which respects it does not agree. Attached as Exhibit 16.1 is a copy of the
letter from Grant Thornton.
During the Company's 2002 and 2003 fiscal years and the interim period during
2004, the Company did not consult Carlin Charron regarding the application of
accounting principles to a specific completed or contemplated transaction or the
type of audit opinion that might be rendered on the Company's financial
statements.
Ernst & Young LLP ("E&Y") was the Company's independent auditor for the fiscal
year ended December 31, 2002. The Company filed a Form 8-K on November 14, 2003,
regarding the resignation of E&Y as the Company's independent auditor.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
16.1. Letter from Grant Thornton LLP to the Securities and
Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SMARTSERV ONLINE, INC.
Dated: January 10, 2005 By: /s/ Robert M. Pons
Robert M. Pons,
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 16.1 Letter from Grant Thornton LLP to the
Securities and Exchange Commission.
