SMARTSERV ONLINE INC
NT 10-Q, 1998-05-18
COMPUTER PROCESSING & DATA PREPARATION
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                                                           SEC FILE NUMBER
                                                               0-28008

                                                            CUSIP NUMBER
                                                             83169M 10 4

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

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING



(Check One):
 [_]FORM 10-KSB   [_]FORM 20-F   [_]FORM 11-K   [X]FORM 10-QSB   [_]FORM N-SAR

     FOR PERIOD  ENDED: March 31, 1998
     [_] TRANSITION REPORT ON FORM 10-K  
     [_] TRANSITION REPORT ON FORM 20-F  
     [_] TRANSITION REPORT ON FORM 11-K 
     [_] TRANSITION REPORT ON FORM 10-Q 
     [_] TRANSITION  REPORT ON FORM N-SAR 
     FOR THE TRANSITION PERIOD ENDED:_________________________

================================================================================
  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING  IN THIS  FORM  SHALL BE  CONSTRUED  TO IMPLY  THAT THE  COMMISSION  HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
================================================================================
If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates: 

- --------------------------------------------------------------------------------
PART I -- REGISTRANT  INFORMATION

                             SmartServ Online, Inc.
- --------------------------------------------------------------------------------
Full Name of Registrant 



- --------------------------------------------------------------------------------
Former Name if Applicable

     One Station Place
     Metro Center, North Wing, Fifth Floor
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)


     Stamford, Connecticut 06902
- --------------------------------------------------------------------------------
City, State and Zip Code



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

PART II -- RULES 12B-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

        |      (a) The reasons  described  in  reasonable  detail in Part III of
        | this  form  could not be  eliminated  without  unreasonable  effort or
        | expense;
        |      (b) The subject annual  report,  semi-annual  report,  transition
        | report  on Form  10-K,  Form  20-F,  11-K OR Form  N-SAR,  or  portion
 [X]    | thereof,  will be  filed  on or  before  the  fifteenth  calendar  day
        | following the prescribed due date; or the subject  quarterly report of
        | transition report on Form 10-Q, or portion thereof will be filed on or
        | before the fifth calendar day following the prescribed due date; and
        |      (c) The accountant's  statement or other exhibit required by Rule
        | 12b-25(c) has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K,  20-F, 11-K, 10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

     See Attached.
                                                 (ATTACH EXTRA SHEETS IF NEEDED)
                                                                 SEC 1344 (6/94)

<PAGE>



PART IV -- OTHER INFORMATION

     (1)  Name and  telephone  number  of person  to  contact  in regard to this
          notification

                 Thomas W. Haller            (203)            353-5650
          --------------------------------  -------  ---------------------------
                     (NAME)               (AREA CODE)    (TELEPHONE NUMBER)


     (2)  Have all other periodic  reports required under Section 13 or 15(d) of
          the  Securities  Exchange Act of 1934 or Section 30 of the  Investment
          Company Act of 1940 during the preceding 12 months or for such shorter
          period that the  registrant  was required to file such  report(s) been
          filed? if answer is no, identify report(s).      [X]  Yes       [_] No

- --------------------------------------------------------------------------------

     (3)  Is it anticipated that any significant change in results of operations
          from  the  corresponding  period  for the  last  fiscal  year  will be
          reflected  by the  earnings  statements  to be included in the subject
          report or portion thereof?                       [_]  Yes       [X] No

          If  so,  attach  an  explanation  of  the  anticipated   change,  both
          narratively and quantitatively, and, if appropriate, state the reasons
          why a reasonable estimate of results cannot be made.

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


                             SmartServ Online, Inc.
        ----------------------------------------------------------------
                  (NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date  May 18, 1998                           By  /s/ Thomas W. Haller
    ----------------------                     ----------------------------

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


- ----------------------------------- ATTENTION ----------------------------------
   INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
                        VIOLATIONS (SEE 18 U.S.C. 1001).
- --------------------------------------------------------------------------------

                              GENERAL INSTRUCTIONS

1.   This form is  required by Rule  12b-25 (17 CFR  240.12b-25)  of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications  must also be filed on form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.

5.   Electronic Filers.  This form shall not be used by electronic filers unable
     to timely  file a report  solely  due to  electronic  difficulties.  Filers
     unable  to  submit  a  report  within  the time  period  prescribed  due to
     difficulties  in  electronic  filing  should comply with either Rule 201 or
     Rule 202 of Regulation  S-T  (ss.232.201  or ss.232.202 of this chapter) or
     apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
     S-T (ss.232.13(b) of this chapter).


<PAGE>


                             SMARTSERV ON LINE, INC.
                             ATTACHMENTS FROM 12b-25
                           NOTIFICATION OF LATE FILING
                              SEC FILE NO. 0-28008



Part III.  Narrative.

         The financial  executives of the  Registrant  have devoted  substantial
time and effort to the maintenance of the  Registrant's  listing on the National
Association  of  Securities  Dealers  Small Cap  System,  thereby  delaying  the
completion of the Form 10-QSB.








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