SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

KIMBERLIN KEVIN

(Last)

(First)

(Middle)

535 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMARTSERV ONLINE INC [ SSOL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock							155,555	I	See Notes⁽¹⁾⁽²⁾
Common Stock	09/16/2003		J4	20,556	A	⁽³⁾	20,556	I	See Notes⁽¹⁾⁽²⁾
Common Stock	09/19/2003		J4	12,778	A	⁽³⁾	12,778	I	See Notes⁽¹⁾⁽²⁾
Common Stock	11/11/2003		J4	46,668	A	⁽³⁾	46,668	I	46,668⁽¹⁾⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note	$1.9						05/19/2003	11/19/2003	Common Stock	77,895		$148,000	I	See Notes⁽²⁾⁽⁴⁾⁽⁵⁾
Convertible Note	$1.9						06/13/2003	12/13/2003	Common Stock	116,842		$222,000	I	See Notes⁽²⁾⁽⁵⁾⁽⁶⁾
Warrant	$1.5						11/19/2003	11/19/2006	Common Stock	15,823		15,823	I	See Notes⁽²⁾⁽⁵⁾⁽⁷⁾
Warrant	$1.5						05/19/2003	05/19/2008	Common Stock	245,074		245,074	I	See Notes⁽⁵⁾⁽⁸⁾
Warrant	$1.5						06/13/2003	06/13/2008	Common Stock	536,426		536,426	I	See Notes⁽⁵⁾⁽⁹⁾
Warrant	$1.9	09/16/2003		4J	39,030		09/16/2003	09/16/2008	Common Stock	39,030	⁽³⁾	39,030	I	See Notes⁽¹⁾⁽²⁾
Warrant	$1.5	09/16/2003		4J	24,667		09/16/2003	09/16/2008	Common Stock	24,667	⁽³⁾	24,667	I	See Notes⁽¹⁾⁽²⁾
Warrant	$1.9	09/19/2003		4J	23,958		09/19/2003	09/19/2008	Common Stock	23,958	⁽³⁾	23,958	I	See Notes⁽¹⁾⁽²⁾
Warrant	$1.5	09/19/2003		4J	15,333		09/19/2003	09/19/2008	Common Stock	15,333	⁽³⁾	15,333	I	See Notes⁽¹⁾⁽²⁾
Warrant	$2.1	11/11/2003		4J	80,000		11/11/2003	11/11/2008	Common Stock	80,000	⁽³⁾	80,000	I	See Notes⁽¹⁾⁽²⁾
Warrant	$1.5	11/11/2003		4J	56,000		11/11/2003	11/11/2008	Common Stock	56,000	⁽³⁾	56,000	I	56,000⁽¹⁾⁽²⁾

Explanation of Responses:

1. Holdings of Spencer Trask Ventures, Inc. ("STVI"), a Delaware corporation and wholly-owned subsidiary of Spencer Trask & Co., a Delaware corporation, of which the reporting person is the controlling shareholder.

2. All amounts reported are year-end figures reflecting a 1:6 reverse stock split effected November 25, 2003.

3. Securities were earned as compensation for financial advisory services under a consulting agreement.

4. 8% Convertible Notes in the amount of $88,000 due November 19, 2003 (in default) and convertible into 46,316 shares of Common Stock, were held by Spencer Trask Investment Partners LLC ("STIP"), a Delaware limited liability company, of which the reporting person is the non-member manager. 8% Convertible Notes in the amount of $60,000, due November 19, 2003 (extended by agreement to February 14, 2004) and convertible into 31,579 shares of Common Stock, were held collectively by Spencer Trask Private Equity Fund I LP, Spencer Trask Private Equity Fund II LP and Spencer Trask Private Equity/Accredited Fund III, LLC (collectively the "Funds"). The reporting person is approximately an 80% owner of the entity that is a 100% owner of the manager of such Funds.

5. The reporting person disclaims beneficial ownership of (i) the 31,579 shares of the Issuer's Common Stock underlying the Convertible Notes issued 05/19/2003, (ii) the 31,579 shares of the Issuer's Common Stock underlying the Convertible Notes issued 06/13/2003, (iii) the 15,823 shares of the Issuer's Common Stock underlying the Warrants issued 11/19/2003, (iv) the 66,960 shares of the Issuer's Common Stock underlying the Warrants issued 05/19/2003 and (v) the 71,460 shares of the Issuer's Common Stock underlying the Warrants issued 06/13/2003, in each case held by the Funds, except to the extent of the reporting person's pecuniary interest therein. In filing this Form 5 and reporting the information contained herein, the undersigned is not admitting to or conceding beneficial ownership of such 217,401 shares of Common Stock pursuant to Sections 13 or 16 of the Securities Exchange Act of 1934, as amended, or any rule or regulation promulgated thereunder.

6. 8% Convertible Notes in the amount of $162,000 due December 13, 2003 (in default) and convertible into 85,263 shares of Common Stock, were held by STIP. 8% Convertible Notes in the amount of $60,000, due December 13, 2003 (extended by agreement to February 14, 2004) and convertible into 31,579 shares of Common Stock, were held by the Funds.

7. Warrants were held collectively by the Funds and were received in return for an agreement to extend the maturity of the Convertible Notes listed above, originally due November 19, 2003 and December 13, 2003, respectively to February 14, 2004.

8. The original exercise price of $0.744 and amount of Warrants acquired on May 19, 2003 were adjusted by operation of anti-dilution provisions on September 16, 2003 and were further adjusted as a result of the 1:6 reverse stock split on November 25, 2003. As of the Issuer's fiscal year ended December 31, 2003, Warrants exercisable for 66,960 shares of Common Stock were held collectively by the Funds. Warants exercisable for 98,208 shares of Common Stock were held by STIP and Warrants exercisable for 79,906 shares of Common Stock were held by STVI.

9. The original exercise price of $0.794 and amount of Warrants acquired on June 13, 2003 were adjusted by operation of anti-dilution provisions on September 16, 2003 and were further adjusted as aa result of the 1:6 reverse stock split on November 25, 2003. As of the Issuer's fiscal year ended December 31, 2003, Warrants exercisable for 71,460 shares of Common Stock were held collectively by the Funds, Warrants exercisable for 192,942 shares of Common Stock were held by STIP and Warrants exercisable for 272,024 shares of Common Stock were held by STVI.

	/s/ Kevin B. Kimberlin	03/31/2004
	** Signature of Reporting Person	Date
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