[SmartServ Logo]
January 10, 2005
VIA EDGAR and FACSIMILE
Melissa M. Walsh, Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 4-6
450 Fifth Street, N.W.
Washington, DC 20549
Re: SmartServ Online, Inc.
Form 8-K filed December 21, 2004, amended December 23, 2004
File No. 000-28008
Dear Ms. Walsh:
This letter will serve as a response to your comments regarding the
above-referenced Form 8-K of SmartServ Online, Inc. (the "Company") contained in
your letter dated December 29, 2004. References to changes in the
above-referenced Form 8-K are contained in Amendment No. 2 to Current Report on
Form 8-K, which is being filed today with the Securities and Exchange
Commission.
For your convenience, we have numbered each of our responses to correspond
to the comment of the same number contained in your letter.
1. The third paragraph has been revised as requested, and an updated
letter from Grant Thornton LLP has been provided as exhibit 16.1 to
the Form 8-K.
Also per your request on the second page of your letter, the Company hereby
acknowledges that:
o The Company is responsible for the adequacy and accuracy of the
disclosure in the filing;
o Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with respect to the filing; and
o The Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
Should the Staff have any questions, please contact the undersigned.
Respectively submitted,
/s/ Robert Pons
Robert Pons
Chief Executive Officer
