

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

         Date of report (Date of earliest event reported): June 9, 2006


                                  Uphonia, Inc.
      --------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


            Delaware                      0-28008             13-3750708
----------------------------------   ------------------  ----------------------
 (State or Other Jurisdiction of        STATES(Commission        (I.R.S. Employer
 Incorporation or Organization)         File Number)      Identification No.)



2250 Butler Pike, Suite 150, Plymouth Meeting, Pennsylvania         19462
-------------------------------------------------------------------------------
(Address of Principal Executive Offices)                          (Zip Code)

       Registrant's Telephone Number, Including Area Code: (610) 397-0689


                             SmartServ Online, Inc.
          (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))





ITEM 8.01. OTHER EVENTS

The  Company  has  filed  on June 9,  2006  with  the  Securities  and  Exchange
Commission a  withdrawal  of its  Registration  Statement on Form SB-2 (File No.
333-115462)  which covers the resale by certain of its  security  holders of the
Company's  common  stock and the  issuance  by the  Company  of common  stock in
payment  of  preferred  stock   dividends.   The  Company  is  withdrawing  such
Registration  Statement  because it may be engaging in a private offering of its
securities.  There can be no assurance  that the Company will undertake any such
private offering, or that any such private offering may be consummated.


ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  Exhibits - None.



                                   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.


                                      UPHONIA, INC.



Dated:  June 9, 2006              By: /s/ Robert M. Pons
                                           Robert M. Pons,
                                           Chief Executive Officer

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 15, 2006

Uphonia, Inc. (Exact Name of Registrant as Specified in its Charter)

Delaware		0-28008		13-3750708
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

2250 Butler Pike, Suite 150, Plymouth Meeting, Pennsylvania	19462
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (610) 397-0689

SmartServ Online, Inc.

(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))

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

(a) Not applicable (b) By mutual agreement the employment of Timothy G. Wenhold, Chief Operating Officer, was terminated on April 15, 2006 By mutual agreement the employment of Len von Vital, Chief Financial Officer, was terminated on April 28, 2006. For the next 90 days, Mr. von Vital has agreed to continue to provide on an as needed basis chief financial officer services to the Company. John E. Goode, a Director, resigned from the Board of Directors of the Company on April 30, 2006. Paul J. Keeler, a Director and Chairman of the Board, resigned from the Board of Directors of the Company on May 2, 2006. (c) Not applicable (d) Not applicable

ITEM 8.01. OTHER EVENTS

The Company is pursuing strategic alternatives including obtaining additional investment or sale. There are a significant risk and likelihood that no such additional investment can be obtained and no such sale can be consummated, as well as that the terms of such investment or sale will be very unfavorable to the Company and its shareholders.

As previously reported in the Company's Current Report on Form 8-K filed on March 28, 2006, the Company has no ongoing revenues. The Company has limited funds available to continue in business. The Company has currently two employees (one of whom is the chief executive officer); the employment of all other employees has been terminated.

In the near term, should the Company be unable to obtain additional investment or consummate a sale, the Company will be forced to shut down.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits - None.

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.

UPHONIA, INC.

Dated: May 4, 2006 By: /s/ Robert M. Pons

Robert M. Pons,

Chief Executive Officer

Filing Compare · Uphonia,Inc.