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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 23, 2005
UPHONIA, 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
SMARTSERV ONLINE, INC.
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(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))
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Uphonia, Inc. hereby amends its Current Report on Form 8-K filed on March 28,
2006 as described below with respect to Items 4.02 and 8.01:
ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERNAL REVIEW
The third paragraph of the Item 4.02 is hereby amended as follows:
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The officers of the Company have concluded that previously issued financial
statements with respect to 2003, 2004 and 2005 periods should no longer be
relied upon. In addition the officers of the Company have discussed with the
Company's independent accountant the matters disclosed in this Item 4.02.
A new paragraph is hereby added at the end of Item 4.02 as follows:
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The Company intends to reflect the foregoing change in accounting for
embedded derivatives in its Form 10-K for the fiscal year ending December 31,
2005 (the "2005 10-K"), and also to reflect such change by amending its Form
10-Q for the quarters ending March 31, June 30 and September 30, 2005 (the "2005
10-Qs"). The Company expects that its 2005 audit will be significantly delayed
due to the matters described in Item 8.01. The accounting change described
herein will take less time to resolve than the 2005 audit. However, the 2005
10-K will not be filed until both such matters are resolved. Similarly, the 2005
10-Qs will not be amended until the 2005 audit is complete. At this time the
Company does not have sufficient information to suggest a timetable for
resolving the accounting change, completing the 2005 audit and filing the 2005
10-K and 10-Qs.
ITEM 8.01 OTHER EVENTS
The second paragraph of Item 8.01 is hereby amended as follows:
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The Company is developing a plan to evaluate the nature and magnitude of
the foregoing matters, the impact on the Company and the affect on previously
issued financial statements of the Company. As part of such plan the Company has
engaged a firm to undertake a forensic accounting of the above matters.
The sixth paragraph of Item 8.01 is hereby amended as follows:
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The Company expects that it will be late in filing its Form 10-K for its
fiscal year ending December 31, 2005 due to the matters described in Item 4.02
hereof and herein. The Company filed a Form 12b-25 on March 28, 2005 to extend
the timely filing of its 2005 10-K until April 15, 2005. Notwithstanding such
additional period of time, the Company does not expect to file the 2005 10-K on
or before April 15, 2005. The Company expects that its 2005 audit will be
significantly delayed due to the matters described herein, and such matters will
take longer to resolve than the accounting change described in Item 4.02.
However, the 2005 10-K will not be filed until both such matters are resolved.
At this time, the Company does not have sufficient information to suggest a
timetable for resolving the accounting change, completing the 2005 audit and
filing the 2005 10-K.
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FORWARD-LOOKING STATEMENTS
This current report on Form 8-K contains forward-looking statements that involve
risks and uncertainties. Forward-looking statements in this document and those
made from time-to-time by the Company 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 are described from time to time in
the Company's filings with the Securities and Exchange Commission, including but
not limited to, the "Risk Factors" described under the heading "Certain Factors
That May Affect Future Results" in the Company's Annual Report on Form 10-KSB/A
for the year ended December 31, 2004 and other SEC filings.
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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 hereunto duly authorized.
SMARTSERV ONLINE, INC.
Dated: April 12, 2006 By: /s/ Robert M. Pons
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Robert M. Pons,
Chief Executive Officer
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