##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-KSB/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 COMMISSION FILE NUMBER: 000-51993
 Hartville Group, Inc.
  NEVADA
    
    94-3360099(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 3840 GREENTREE AVENUE SW, CANTON, OHIO 44706
  (330) 484-8080
  Securities registered under Section 12(b) of the Exchange Act:
 (Title of each class)
    
    (Name of each exchange on which registered)NONE
    
    N/A
 Securities registered under Section 12(g) of the Exchange Act:
 COMMON STOCK, PAR VALUE $.001
  o þ
  o þ
  þ o
 þ
  Large accelerated filer
    
    o
    
    Accelerated filer oNon-accelerated filer
    
    o
    
    Smaller reporting company þ
  o þ




---



TABLE OF CONTENTS  PART IIIItem 10. Executive CompensationSIGNATURES    Table of Contents  EXPLANATORY NOTE
 Amendment Annual Report Proxy Statement
 DOCUMENTS INCORPORATED BY REFERENCE
 (1)
    
    Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, filed with the
Securities and Exchange Commission on March 31, 2008.(2)
    
    Definitive Proxy Statement on Schedule 14A for the 2008 Annual Meeting of Stockholders, filed
with the Securities and Exchange Commission on April 29, 2008.
 2




---



##### Table of Contents



PART III
 
 Item 10. Executive Compensation
 EXECUTIVE COMPENSATION
 Named Executive Officers
 Summary Compensation Table
 NonqualifiedNon-equity
    
    
    DeferredStock
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    Totaland Principal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)(2)(3)
    
    
    ($)(2)(3)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Dennis C. Rushovich
    
    
    2007
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    220,749
    
    
    
    
    
    
    
    
    
    
    
    7,077
    (4)
    
    
    427,826Chief Executive Officer
    
    
    2006
    
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    138,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    338,700Christopher R. Sachs
    
    
    2007
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    209,483
    
    
    
    
    
    
    
    
    
    
    
    11,683
    (5)
    
    
    371,166Chief Financial Officer
and Secretary
    
    
    2006
    
    
    
    150,000
    
    
    
    
    
    
    
    
    
    
    
    110,815
    
    
    
    
    
    
    
    
    
    
    
    6,000
    (6)
    
    
    266,815Christopher C. Edgar (1)
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    140,000
    
    
    
    637,469
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    777,469Chief Marketing Officer
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    360,000
    
    
    
    321,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    681,700
 (1)
    
    Pursuant to Mr. Edgars employment agreement, he elected to receive non cash compensation in
the form of restricted stock in lieu of cash compensation. Additional details are provided in
the Narrative Disclosure following this table.(2)
    
    The amounts reflect the dollar amount recognized for financial reporting purposes for 2007,
in accordance with FAS 123(R), for awards made pursuant to our stock-based incentive plans and
may include amounts from awards granted in prior years. Assumptions used in the calculation of
the amounts are included in the footnotes to our consolidated financial statements included in
our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007.(3)
    
    See Comment (2) from Security Ownership of Certain Beneficial Owners table.(4)
    
    Represents Company contributions to its defined contribution plan for Mr. Rushovich.(5)
    
    Represents $4,113 of Company contributions to its defined contribution plan for Mr. Sachs;
and $7,570 attributable to a car allowance for Mr. Sachs.(6)
    
    Represents $6,000 attributable to a car allowance for Mr. Sachs.
 Narrative Disclosure to Summary Compensation Table
 Employment Agreements.
 Dennis C. Rushovich
 Chief Executive Officer and a member of the Companys Board of Directors
 Rushovich Agreement
 3




---



##### Table of Contents



Christopher R. Sachs
 Chief Financial Officer and Secretary, and a member of our Board of Directors
 Sachs Agreement
   4




---



##### Table of Contents



Christopher Edgar
 Chief Marketing Officer
 Edgar Agreement
     5




---



##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End
  Option Awards (1)
    
    
    
    Stock Awards (1)Equity
    
    
    EquityMarket
    
    
    Incentive
    
    
    IncentivesValue
    
    
    Plan
    
    
    Planof
    
    
    Awards:
    
    
    Awards:Equity
    
    
    
    
    
    
    
    
    
    
    
    Number
    
    
    Shares
    
    
    Number
    
    
    Market orIncentive
    
    
    
    
    
    
    
    
    
    
    
    of
    
    
    or
    
    
    of
    
    
    PayoutPlan
    
    
    
    
    
    
    
    
    
    
    
    Shares
    
    
    Units
    
    
    Unearned
    
    
    Value ofNumber of
    
    
    Awards:
    
    
    
    
    
    
    
    
    
    
    
    or Units
    
    
    of
    
    
    Shares,
    
    
    UnearnedNumber of
    
    
    Securities
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    of Stock
    
    
    Stock
    
    
    Units or
    
    
    Shares,Securities
    
    
    Underlying
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    
    That
    
    
    That
    
    
    Other
    
    
    Units orUnderlying
    
    
    Unexercised
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    
    Have
    
    
    Have
    
    
    Rights
    
    
    Other RightsUnexercised
    
    
    Options (#)
    
    
    Unexercised
    
    
    Option
    
    
    Option
    
    
    
    Not
    
    
    not
    
    
    That
    
    
    That HaveOptions (#)
    
    
    Un-
    
    
    Unearned
    
    
    Exercise
    
    
    Expiration
    
    
    
    Vested
    
    
    Vested
    
    
    Have Not
    
    
    Not VestedName
    
    
    Exercisable
    
    
    exercisable
    
    
    Options (#)
    
    
    Price ($)
    
    
    Date
    
    
    
    (#)
    
    
    ($)
    
    
    Vested (#)
    
    
    ($)Dennis C. Rushovich
    
    
    
    
    
    
    
    304,725
    (2)
    
    
    
    
    
    
    1.50
    
    
    
    09/28/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Executive Officer
    
    
    
    166,668
    
    
    
    
    
    
    
    
    
    
    
    1.65
    
    
    
    09/11/201633,333
    
    
    
    
    
    
    
    
    
    
    
    4.95
    
    
    
    2/15/2016Christopher R. Sachs
    
    
    
    
    
    
    
    213,780
    (2)
    
    
    
    
    
    
    1.50
    
    
    
    09/28/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Financial Officer
    
    
    
    166,668
    
    
    
    
    
    
    
    
    
    
    
    1.65
    
    
    
    09/11/2016and Secretary23,333
    
    
    
    
    
    
    
    
    
    
    
    4.95
    
    
    
    2/15/2016Christopher C. Edgar
    
    
    
    
    
    
    
    714,177
    (2)
    
    
    
    
    
    
    1.50
    
    
    
    9/28/2017
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Marketing Officer
    
    
    
    566,666
    
    
    
    
    
    
    
    
    
    
    
    1.65
    
    
    
    09/11/201633,332
    
    
    
    
    
    
    
    
    
    
    
    4.95
    
    
    
    2/15/2016
 (1)
    
    See Comment (2) from Security Ownership of Certain Beneficial Owners table .(2)
    
    The options vest in three equal amounts on 09/05/2008, 09/05/2009, and 09/05/2010.
 Narrative Disclosure to Outstanding Equity Awards at Fiscal Year-End Table
 Termination and Change in Control Agreements
  6




---



##### Table of Contents



SIGNATURES
   HARTVILLE GROUP, INC.By:
    /s/ Dennis C. RushovichDennis C. RushovichChief Executive OfficerBy:
    /s/ Christopher R. SachsChristopher R. SachsSecretary   /s/ Dennis C. Rushovich

Dennis C. Rushovich
    
    Dated June 4, 2008Director/s/ Nicholas J. Leighton

Nicholas J. Leighton
    
    Dated June 4, 2008Director/Chairman of the Board of Directors/s/ Christopher R. Sachs

Christopher R. Sachs
    
    Dated June 4, 2008Director
 7