SECURITIES AND  EXCHANGE  COMMISSION
                            WASHINGTON, D.C.  20549

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

                                 FORM  10-KSB/A
                                Amendment No. 1


(X)  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
     ----------------------------------------------------------------------
     ACT OF 1934 (Fee Required)
     --------------------------

FOR THE FISCAL YEAR ENDED DECEMBER  31, 2002   COMMISSION FILE NUMBER: 333-82786
--------------------------------------------   ---------------------------------

                              HARTVILLE GROUP, INC.
                     (Small Business Issuer in its Charter)
                     --------------------------------------
           NEVADA                                              94-3360099
          --------                                             ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation  or  organization)                            Identification No.)

7551 NORTH MAIN STREET NORTH CANTON OHIO                         44720
------------------------------------------                      -------
(Address of principal executive offices)                      (Zip Code)

         Issuer's  Telephone  Number:             (330)  305-1352
         --------------------------                --------------

         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:
                            (Title  of  each  class)
                          COMMON STOCK, PAR VALUE $.001
                         ------------------------------


Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.
YES(x)     NO( )

Check  if  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  is not contained herein, and will not be contained, to the best of issuer's
knowledge,  in  definitive  proxy  or  information  statements  incorporated  by
reference  in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
(X)

<PAGE>

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $1,796,026

State  the  aggregate market value of the voting stock held by non-affiliates of
the  issuer  (based upon 1,026,870 shares held by non-affiliates and the closing
price  of  $.73  per share for Common Stock in the over-the-counter market as of
March 27, 2003):  $749,615


Number  of  shares of the issuer's common stock, par value $.001, outstanding as
of  March 31, 2003  :  3,026,870  shares.

DOCUMENTS  INCORPORATED  BY  REFERENCE:  none

Transitional  Small  Business  Disclosure  Format              YES ( )    NO (X)
--------------------------------------------------------------------------------



                              HARTVILLE GROUP, INC.
                                  Form  10-KSB

                               Table  of  Contents


PART I                                                                         3
   Item 1.  DESCRIPTION OF  BUSINESS                                           6
   Item 2.  DESCRIPTION OF  PROPERTY                                           6
   Item 3.  LEGAL  PROCEEDINGS                                                 6
   Item 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS                  6
PART II                                                                        6
   Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER  MATTERS          6
   Item 6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION
            AND  RESULTS  OF  OPERATIONS                                       7
   Item 7.  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA                    8
   Item 8.  CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
            AND  FINANCIAL  DISCLOSURE                                         8
PART III                                                                       9
   Item 9.  DIRECTORS,  EXECUTIVE  OFFICERS, PROMOTERS AND CONTROL PERSONS OF
            THE REGISTRANT; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. 9
   Item 10. EXECUTIVE  COMPENSATION                                           10
   Item 11. SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   11
   Item 12. CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS                12
   Item 13. EXHIBITS  AND  REPORTS  ON  FORM  8-K                             12
   Item 14. EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES             13
SIGNATURES                                                                    13
EXHIBIT INDEX                                                                 13

                                     PART I

Item  1.  DESCRIPTION OF BUSINESS
          -----------------------

THE  PRIVATE  SECURITIES  LITIGATION REFORM ACT OF 1995 PROVIDES A "SAFE HARBOR"
FOR FORWARD-LOOKING STATEMENTS. CERTAIN INFORMATION CONTAINED HEREIN (AS WELL AS
INFORMATION  INCLUDED  IN ORAL STATEMENTS OR OTHER WRITTEN STATEMENTS MADE OR TO
BE  MADE BY HARTVILLE GROUP, INC.) CONTAINS STATEMENTS THAT ARE FORWARD-LOOKING,
SUCH  AS STATEMENTS RELATING TO CONSUMMATION OF A TRANSACTION,ANTICIPATED FUTURE
REVENUES  OF  THE  COMPANY  AND  SUCCESS  OF  CURRENT  PRODUCT  OFFERINGS.  SUCH
FORWARD-LOOKING  STATEMENTS  INVOLVE  KNOWN  AND UNKNOWN RISKS AND UNCERTAINTIES
WHICH  COULD  SIGNIFICANTLY  AFFECT  ANTICIPATED  RESULTS  IN  THE  FUTURE,  AND
ACCORDINGLY,  SUCH  RESULTS  MAY  DIFFER  MATERIALLY FROM THOSE EXPRESSED IN ANY
FORWARD-LOOKING  STATEMENTS  MADE BY OR ON BEHALF OF HARTVILLE GROUP, INC. THESE
RISKS  AND  UNCERTAINTIES  INCLUDE, AMONG OTHER THINGS, THE CONTINUED DEMAND FOR
THE  COMPANY'S  SERVICES,  COMPETITIVE AND ECONOMIC FACTORS OF THE MARKET PLACE,
AVAILABILITY  OF  SUPPLIES,  INSURANCE REGULATIONS AND THE STATE OF THE ECONOMY.

<PAGE>

The Company.
---------------

Hartville  Group,  Inc. ("the Company") is a holding company formed in the State
of  Nevada  whose wholly-owned subsidiaries include Hartville Insurance Company,
Ltd  ("Hartville")  and  Petsmarketing  Insurance.com  Agency,  Inc. ("Agency").
Hartville  is  a  reinsurance  company that is registered in the Cayman Islands,
British  West Indies. Hartville was formed to reinsure pet health insurance that
is  currently  being  marketed  by  the  Agency.

The Agency is primarily a marketing/administration company concentrating on the
sale  of its proprietary health insurance plans for domestic pets.  Its business
plan  calls  for  introducing  its product effectively and efficiently through a
variety  of  distribution  systems.  The company presently accepts applications,
underwrites  and  issues  policies  electronically.  Petsmarketing, through its
proprietary  policy  fulfillment  system  - PUPPS- has the capability to provide
online  quotes,  generate  specific  applications,  approve  applications, issue
policies,  and  monitor  claim  trends  on  a  proactive basis.  This capability
enables  the company to effectively manage and control losses.  Also, having the
ability to recognize loss trends early enables the company to amend underwriting
guidelines  quickly, thereby controlling and delivering appropriate underwriting
margins.

Hartville  takes  a  quota  share  participation  on  the  pet  health insurance
originated  by the Agency.  The product, known as the Petshealth Care Plan works
like  most major medical plans for people.  The plan pays eighty (80) percent of
all  veterinary costs and medications received for any covered illness or injury
(accident)  following  the  annual  deductible  of $100 per pet.  Selected plans
provide coverage for routine vaccinations, heartworm testing and flea preventive
medications,  dental cleanings, and all plans cover the cost to spay or neuter a
pet.  Pet  owners  are free to use any veterinarian in the United States and all
plans provide a thirty-day risk free trial.  In the event that a policyholder is
not  completely satisfied with the plan and if they have not filed a claim, they
can  return the policy within thirty days for a full refund (flat cancellation).

There  are  three  plans  offered,  Basic,  Value, and Choice, and they have the
following  per  incident  and  policy  limits,  respectively:

Basic          $1,500/$8,000
Value          $3,500/$11,000
Choice         $5,000/$13,000

The  current  offering  (policy)  is  restricted  to  only  dogs  and  cats.

<PAGE>

Hartville Group, Inc. has written premium on in-force policies of $5,841,703 for
the  twelve  months  ended December 31, 2002 Loss (claims) ratio for the
program  from 1998 to 2000 on a pure basis was 58%.  The pure loss ratio for the
twelve  months of 2002 has been 45% The loss ratio for these periods with
loss  allowance  expense  (LAE)  was 65% for 1998 to 2000 and 50% for 2002.  The
improvement  in  losses  is attributable to refinements in underwriting, claims,
and  rate  increase,  which  was  implemented  in  early  2002.

The  casualty  Actuarial  Services Division of Aon Risk Consultants conducted an

actuarial  study  of  the  overall  experience of the Petshealth Care Plans from
their  inception  in  January  1998  through  April  2002.  It also reviewed the
overall  rate  adequacy  of  the new rates being used currently by the insurance
company.  The  aggregate  pure  loss  ratio  was 55.7% and was relatively stable
month  to  month  with some upward trending over time.  The new rates reflect an
overall  21%  rate increase and are projected to achieve a 55% loss ratio in the
2002  period.  This  leaves  40% to cover acquisition administration and profit.

The  Agency  is  licensed in 47 states and has filed applications with another 3
states with the objective to receive authorization to act as insurance agency in
all  50  states  of  the  United  States.

Pet  health insurance coverage has been successfully marketed in Europe for many
years.  The Company plans to follow the proven practices of the European market.
The  management  has carefully researched the available market and has concluded
that  there  is  a  significant  demand  in  the  U.S.  for companion pet health
insurance.

Studies  by  the  American  Veterinary  Medical  Association  (AVMA), veterinary
colleges,  and  market  researchers  have  concluded there is a demand among pet
owners  and  veterinarians  for  affordable, comprehensive pet health insurance.
Articles  in veterinary journals and consumer publications reinforce this demand
and  the  high  intrinsic  value  pet  owners  place  on  protecting  their
human-to-companion  pet  bonding.

The  U.S.  has  the  largest population of companion animals in the world.  Pets
occupy  an  important  place in more than 60% of all U.S. households.  There are
more  than  112  million  dogs  and  cats  in  the  U.S.  As a market, owners of
companion  pets  include  over  58  million  (6 out of 10 households), and their
numbers  are  growing.  Each year consumers in this market spend more than $10.1
billion  for  the  care  of  their  pets.

Increasingly,  companion  animals  are considered by their owners as "members of
the  family".  The  American  Animal Hospital Association (AAHA) reports that 81
percent  of pet owners think of their pets as family members or even "children".
With growing frequency, young professionals, childless couples, "empty nesters",
and  senior citizens report that they depend on their pets for companionship and
emotional  bonding.

A  study  conducted by the University of Nevada in 1995, entitled An Analysis of
Pet  Health  Care  Insurance concluded, "over half of U.S. pet owning households
were  willing  to  purchase  health  insurance for their pets."  The Wall Street
Journal  reported  in  early  1996  that  hundreds  of  thousands  of pet owners
willingly  pay  "insurance  premiums to ensure that their animals get first-rate
health  care  coverage."

<PAGE>

Most  HMO  or  "discount"  plans  are normally restricted to a limited number of
local  veterinary  practices.  Pet  owners  must patronize only those practices.
The  HMO-type  plan is not portable to other veterinary practices or other parts
of  the  U.S.  when  the  owner is transferred or traveling, or if the owner has
different  veterinarian  specialist  needs for one of their pets.  The number of
participating  veterinarians is relatively small.  They are located primarily in
the  affluent  suburbs.  Such limited and local geographic plans emerged because
of  an absence of insurance alternatives.  Pet owners continue to voice a strong
demand for comprehensive veterinary health insurance coverage and the freedom to
choose  their  own  veterinarians, not unlike their own human health care needs.

History
-------

Hartville  Group,  Inc.  was  incorporated in the State of Nevada on February 1,
2001  as  a  holding  company  of  Petsmarketing  Insurance.com  Agency,  Inc.,
incorporated  in  the  state of Ohio on March 31, 2000, which sells sickness and
accident  policies  for  domestic  household  pets,  and for Hartville Insurance
Company,  LTD,  which was incorporated in the Cayman Islands on October 19, 2001
and  holds  a  restricted  class B Insurer's License under the law of the Cayman
Islands.

On  February  1,  2002,  Petsmarketing,  Inc. transferred its entire interest in
Petsmarketing  Insurance.Com  Agency,  Inc. to Hartville Group, Inc. in exchange
for  1,500,000  shares  of Hartville Group. Also at the same time Petsmarketing,
Inc.  transferred  its  entire  interest  in Hartville Insurance Company, LTD (A
Cayman  Island  Corporation)  to  Hartville  Group  Inc. in exchange for 500,000
shares  of  Hartville  Group. When the transfer was complete Petsmarketing, Inc.
owned  2,000,000  of  the 2,001,000 shares outstanding of Hartville Group, Inc.,
thereby  making  Hartville Group, Inc. a subsidiary of Petsmarketing, Inc. On or
about  April  1, 2001, Hartville Group, Inc. loaned $48,107.83 to Petsmarketing,
Inc., which changed its name to PS Management Holdings, Inc. on May 15, 2002. On
September  6,  2002,  by  mutual  agreement between Hartville Group, Inc. and PS
Management  Holdings,  Inc.,  on September 6, 2002, PS Management Holdings, Inc.
returned 1,750,000 shares of Hartville Group to Hartville Group for cancellation
as  payment of the debt. On September 5, 2002, Whiskers, Inc. acquired 2,000,000
shares  of Hartville Group, Inc. from Hartville Group, Inc. in consideration for
$50,000.

On  September  9,  2002,  Hartville  Group,  Inc.  changed its name to Hartville
Equestrian,  Inc.  The  registrant,  formerly Venturelist.com, Inc., changed its
name  to  Hartville  Group,  Inc.  on  September 9, 2002. On September 12, 2002,
Hartville  Group,  Inc.,  formerly  Venturelist.com,  Inc., acquired 100% of the
issued  and outstanding shares of Hartville Equestrian, Inc., formerly Hartville
Group,  Inc.  in  exchange  for  2,251,000  post  forward  split  shares  of the
registrant's  common  stock.

The  reverse  merger  transaction  with Venturelist.com, Inc. gave the company a
listing  on the NASD-OTC Bulletin Board. The company's common stock trades under
the  stock  symbol  "HTVL".

Government  Regulation  and  Licenses
-------------------------------------

Most  aspects  of  Hartville  Group's  operations  are  regulated  by government
agencies.  Each  state  of the United States of America regulates the conduct of
Insurance  business  within  its  borders.  This  is  done  by the Department of
Insurance,  a subdivision of the State Government. The Department sets forth the
policies of insurance that may be sold in the state and licenses all person that
sell  policies.  Hartville  Group's  100%  owned  subsidiary  Petsmarketing
Insurance.Com  agency  is  licensed  by  47  State  Departments  of  Insurance.

<PAGE>

Hartville  Group's  100%  owned  subsidiary  Hartville Insurance Company, Ltd is
licensed  as a reinsurance company by the government--Monetary Authority--of the
Cayman  Islands,  British  West  Indies.  The  government  regulates the kind of
policies  the  company  may  reinsure,  who  may manage the company, the way the
finances of the company are maintained, and the way the resources of the company
may  be  invested.  The  company  contracts  with  Caledonian Insurance Services
Limited, a division of Caledonian Bank, to provide insurance management services
for  Hartville  Insurance  Company,  Ltd.

The  Competition
----------------

Hartville Group, Inc.'s major competitors are Veterinary Pet Insurance (VPI) and
Pet  Care.  VPI  has  by  far  the largest position with an estimated 78% of the
insurance  market  in  the United States with a premium revenue of approximately
$34.4  million and 172,000 policies.  In comparison, Petsmarketing has developed
$3.7mm  of written premium in the last 36 months and has 15,562 active policies.
VPI  is  65%  owned  by  Scottsdale Insurance Company, which in turn is a wholly
owned  subsidiary of Nationwide Mutual Insurance Company.  Pet Care Insurance is
underwritten  by  Lincoln National Insurance Company.  Other competitors include
Companion  Care  and  Blue  Paw,  both  newly  in  business.

Employees
---------

The  company  employed  20  full-time  personnel as of March 28, 2003. The staff
reviews  all policy applications and issues policies; and reviews all claims and
issues  payment  of claims when appropriate. The company usually pays all proper
claims  in  30  days  or  less.  The  staff  maintains all records and makes all
required  reports  to  the  various  regulating  authorities  and  reinsurers.

Recent Events

On  February  19,  2003,  Hartville  Group, Inc. and its wholly-owned subsidiary
Petsmarketing  Insurance.com  Agency,  Inc.  executed a promissory note to Samir
Financial II, L.L.C. in the principal sum of $3,000,000 plus interest at 30% per
year, with interest payments due monthly. The promissory note is due on February
19, 2004. Nine months of interest, $675,000, was prepaid out of the funds loaned
to  Hartville  Group,  Inc.  and  Petsmarketing  Insurance.com  Agency,  Inc. In
addition,  Samir Financial, II was paid a closing fee of $325,000 which was also
paid  out of the funds loaned to Hartville Group and Petsmarketing Insurance.com
Agency  and  Samir Financial receives a monitoring and collateral management fee
of $3,000 per month. In connection with the loan, Samir Financial II, L.L.C. was
granted a four year warrant to purchase 300,000 shares of Hartville common stock
at  an  exercise  price  of  $.83  per  share.  As  security for the payment and
performance of Hartville and Petsmarketing, Hartville and Petsmarketing executed
a  Loan  and  Security  Agreement  covering all now owned and hereafter acquired
personal property. In addition, W. Russell Smith III, Hartville's president, and
Whiskers,  Inc.,  Hartville's  largest  shareholder,  personally  guaranteed the
payment  of the promissory note. Whiskers, Inc. also entered into a stock pledge
agreement  whereby  it  pledged  its  stock  to Samir Financial to guarantee the
repayment  of  the  promissory  note. Hartville and Petsmarketing may extend the
term  of  the  promissory  note  for  an  additional year in consideration for a
$250,000  renewal  fee.

Significant Risk Factors

We Must Raise Additional Capital to Repay Loan From Samir Financial II.

The  Company  must  raise  additional  capital  to  repay the promissory note of
$3,000,000 due to Samir Financial II, L.L.C. in February 2004, which loan may be
extended  by  the  Company  until  February  2005 in consideration for $250,000.

If We Default Pursuant To The Terms of the Loan and Security Agreement, We Will
Lose Control of the Company.

In the event of a default as set forth in the Loan and Security Agreement, Samir
Financial  may  exercise  various  rights  and remedies without notice and Samir
Financial  has  the right to take possession of any and all collateral. This may
result  in  a  change  in control of the company as Whiskers, Inc., our majority
stockholder  has  pledged  its  stock  to secure the repayment of the promissory
note.

We Are Dependent On W. Russell Smith III and Robert L. Cashman.

Our  success  depends  upon our retention of W. Russell Smith III, the company's
president,  and  Robert  L.  Cashman,  the  company's secretary. The loss of the
services  of  either  or  both  of Messrs. Smith and Cashman might significantly
delay or prevent the achievement of our development and strategic objectives. We
are  currently  in  the process of obtaining a $3,000,000 key man life insurance
policy on the life of Mr. Smith. We do not maintain key person life insurance on
the life of Mr. Cashman. Mr. Smith and Mr. Cashthem are not under any obligation
to  continue  providing  services  to  us.

The  Exercise  of  Our  Stock  Options  and  Warrants Could Adversely Affect the
Performance  of  Our  Stock.

We have granted options to purchase 2,500,000 shares of our common stock at $.60
per  share  and  warrants to purchase 300,000 shares of our common stock at $.83
per  share.  The  exercise  of these options and warrants will cause substantial
dilution  to  the  current  owners of our common stock as well as ownership of a
person  or  group that attempts to acquire us on terms not approved by our board
of  directors  and  may  have the effect of deterring hostile takeover attempts.

Our Subsidiaries Operate in the Insurance Industry Which Industry is
Volatile; Risk of Economic Woes.

The  insurance  industry  has  experienced  substantial  losses  as  a result of
war and terrorist acts. As a result many companies have withdrawn from various
markets.  We  have encountered problems in the reinsurance markets, however
personal lines and livestock programs do not appear to be as significantly
impacted.

Item  2.Description  Of  Property
---------------------------------

The  company  currently leases 2,500 square feet of office space at 7551 N. Main
St  North  Carton,  Ohio. The space is leased for five years at a rate of $2,383
per month. The property is in good condition and sufficient to meet the needs of
the  company  at this time. The company does not plan to obtain additional space
in  the  foreseeable  future;  however,  if the company is successful in raising
additional  funds  the  resulting  growth  could  require the company to acquire
additional  space.

Item  3.  Legal  Proceedings
----------------------------

     None

Item  4.  Submission  Of  Matters  To  Vote  Of  Security  Holders
------------------------------------------------------------------

No matters were submitted to a vote of security holders during the quarter ended
December  31,  2002.


                                     Part II
                                     -------

Item  5  Market  for  Common  Equity  and  Related  Stockholder  Matters.
-------------------------------------------------------------------------

The  company's  Common  Stock traded under the stock symbol VTLT until September
17,  2002  on  the  NASDAQ'S OTC Bulletin Board until it began trading under the
symbol  HTVL.  The high and low closing bid information for the Company's Common
Stock  during  the  year ended December 31,2002 is based on information received
from  Bloomberg  L.P.,  the  NASDAQ  Trading  and Market Services, and a company
market  maker.

<PAGE>

             Year  ended  December 31,2002             High     Low

          Quarter  ended     March 31,2002              02     .02
          Quarter  ended     June  30,2002              02     .02
          Quarter  ended     Sept  30,2002            1.85    1.75
          Quarter ended      Dec   31,2002            1.05    1.01

The  quotations  reflect  inter-dealer  price,  without  mark-up,  mark-down  or
commission and may not represent actual transactions, The stock is thinly traded
and  transactions  in  the  stock  are  sporadic  and  infrequent.

As  of  December  31,2002, there were approximately 61 shareholders of record of
the  company's  common  stock  and  no holders of the company's preferred stock.

The  company has not declared or paid any cash dividends on its common stock and
does  not intend to declare or pay any cash dividends in the foreseeable future.
The  payment  of  dividends,  if  any  is  within the discretion of the Board of
Directors  and  will  depend  on  the  Company's  earnings,  if any, its capital
requirements,  and  financial  condition  and other such factors as the Board of
Director  may  consider.  The  company  affected a 100 to 1 reverse split on May
16,2002.

The  company  affected  a  4:1  forward  stock split on September 11, 2002. As a
result of the acquisition of Hartville Equestrian and the change of focus of the
Registrant's business, the Registrant changed it name from Venturelist.com, Inc.
to  Hartville  Group,  Inc.  and  changed  its  trading  symbol  to  HTVL.

In  September  2002,  the company issued an aggregate of 20,000 shares of common
stock  to  two  individuals  in consideration for services rendered. The company
believes  that  the transaction was exempt from registration pursuant to Section
4(2)  of the Securities Act as a transaction by an Issuer not involving a public
offering  as  the recipient had sufficient knowledge and experience in financial
and  business  matters  that  it was able to evaluate the merits and risks of an
investment  in  the  company,  it had access to the type of information normally
provided  in  a  prospectus,  and  since  the  transaction was non-recurring and
privately  negotiated.

On  September 12,2002 the Registrant acquired 100% of the issued and outstanding
shares  of  Hartville  Equestrian  in  exchange for 2,251,000 post forward split
shares  of  the  Registrant's  common  stock. Following the Exchange, there were
3,011,244  shares  of  the  Registrant's  common  stock  outstanding.

In  October  2002,  the  company  issued  15,626  shares  of  common stock to an
individual in consideration for services rendered. The company believes that the
transaction  was  exempt  from  registration  pursuant  to  Section  4(2) of the
Securities  Act as a transaction by an Issuer not involving a public offering as
the  recipient had sufficient knowledge and experience in financial and business
matters  that  he  was able to evaluate the merits and risks of an investment in
the  company,  he  had  access to the type of information normally provided in a
prospectus,  and  since  the  transaction  was  non-recurring  and  privately
negotiated.

On  March  22,  2003, the company granted options to each of five individuals to
purchase 500,000 shares of the company's common stock at $.60 per share pursuant
to  the  company's  stock  option  plan.

The  company's  common stock is considered a "penny stock" as defined in certain
rules  (the "Rules")  under the  Securities  Exchange Act of 1934. In general, a
security which is not quoted on NASDAQ or has a market price of less than $5 per
share where the issuer  does not have in excess of  $2,000,000  in net  tangible
assets (none of which conditions the company meets) is considered a penny stock.
The  SEC's  rules  regarding  penny  stocks  impose  additional  sales  practice
requirements  on  broker-dealers  who sell such securities to persons other than
established customers and accredited investors (generally persons with net worth
in excess of  $1,000,000  or an annual  income  exceeding  $200,000  or $300,000
jointly  with  their  spouse).  For  transactions  covered  by  the  Rules,  the
broker-dealer  must make a special  suitability  determination for the purchaser
and receive the purchaser's  written  agreement to the transaction  prior to the
sale. Thus the Rules affect the ability of  broker-dealers to sell the company's
shares  should they wish to do so because of the  adverse  effect that the Rules
have upon liquidity of penny stocks.  Unless the transaction is exempt under the
Rules, under the Securities  Enforcement  Remedies and Penny Stock Reform Act of
1990,  broker-dealers  effecting  customer  transactions  in  penny  stocks  are
required to provide their  customers with (i) a risk disclosure  document;  (ii)
disclosure  of current bid and ask  quotations if any;  (iii)  disclosure of the
compensation of the  broker-dealer  and its sales personnel in the  transaction;
and (iv) monthly account statements showing the market value of each penny stock
held  in the customer's account. As a result of the penny stock rules the market
liquidity  for the company's securities  may be severely  adversely  effected by
limiting  the ability of broker-dealers to sell the company's securities and the
ability  of  purchasers  of  the  securities  to  resell  them.

<PAGE>

Item  6  Management's Discussion and Analysis Of Financial Condition and Results
--------------------------------------------------------------------------------
of  Operations.
---------------

THE FOLLOWING DISCUSSION OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
THE  COMPANY  SHOULD  BE  READ  IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND
NOTES  THERETO  INCLUDED  ELSEWHERE  IN  THIS  REPORT.

THIS  DISCUSSION  CONTAINS  FORWARD-LOOKING  STATEMENTS  THAT  INVOLVE RISKS AND
UNCERTAINTIES,  THE  COMPANY'S  ACTUAL  RESULTS MAY DIFFER MATERIALLY FROM THOSE
ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTIORS,
INCLUDING,  BUT  NOT  LIMITED  TO  COMPETITION  AND  OVERALL  MARKET CONDITIONS.

General:
--------

The  company  currently  generates revenue from two sources. First Petsmarketing
Insurance.Com  Agency  (Agency) receives 30% of the premiums on policies written
as  a  commission.

Second  Hartville  Insurance  Company earns underwriting profit on the insurance
risk that it assumes. The policies written by the Agency are partly reinsured by
Hartville  Insurance  Company.  The premiums received by the company less claims
paid  equals  underwriting  profit.  The  business  risk  ceded--assumed--by the
company  has  historically  been  approximately  20%  of  premiums  written.

Results  of  Operations
-----------------------

Premiums  written  for  the  12-month  period  ending  December  31,  2002  were
$5,841,703.  This  resulted  in  gross revenue of $1,796,026, as compared to the
twelve  months ended December 31, 2001 which had a premium written of $2,750,000
resulting  in  gross  revenue  of  $1,237,248.

Operating expenses were $1,248,477 for the year ended December 31, 2001 compared
to  operating  expenses  of  $1,780,089 for the twelve months ended December 31,
2002.  The  increase  in  operating  expenses  is  principally due to losses and
expenses  from  an increase in volume of premium sales and increased general and
administrative  expenses  due  to  an  increase  in  volume  of  premium  sales.

Operating  loss  decreased from 11,229 for the year ended December 31, 2001 to a
operating  income  for  the  twelve  months  ended December 31, 2002 of $15,937.
Operating  income  is  income  from  insurance  operations.

Other income increased from $721 for the year ended December 31, 2001 to $45,062
for  the year ended December 31, 2002. Other income is interest income on policy
reserves.

Other  expense increased from $0 for the year ended December 31, 2001 to $24,980
for  the year ended December 31, 2002. Other expense is expenses associated with
the  operations  of  the  parent  company.

The net income for the twelve months ended December 31, 2002 was $36,019 or $.02
per share. This compares to a net loss of $10,508 or $.01 per share for the year
ended  December  31,  2001.  The  company  had been on a calendar year reporting
basis;  however,  following  the  stock exchange with Venturelist.com, Inc., the
company's  reporting  period  changed  to a fiscal year ending September 30. The
company  has  now  changed back to a calendar year basis for insurance purposes,
thus  filing  this  10-KSB  for  the  period  ending  December  31,  2002.

<PAGE>

The  company  had  an  accumulated  deficit  of  $408,505  at December 31, 2002.
compared  to  an  accumulated  deficit  or  $321,024  as  of  December  2001.

Liquidity And  Capital  Resources
---------------------------------

As  of  December 31, 2002, the company had cash of $601,807,total current assets
of  $927,596  and working capital of $335,454. The company has been experiencing
losses  since  inception,  until  recently. The losses have been getting smaller
each  year.  The  12  month  period  ending  December 31, 2002 shows a profit of
$36,019  compared  to  loss  of  $10,508  for  the  prior  12  month  period.

The change to profitable operations is largely attributed to the steady increase
in  the  volume  of premiums written. Management expects this trend to continue.

The company has accounts receivable of $50,000 from Whiskers, Inc. in connection
with  its  purchase  of  stock  from  the  company.

Net  cash  provided by operating activities decreased from $357,377 for the year
ended  December  31,  2001  to  $224,070  for  the year ended December 31, 2002,
principally due to the following: increase in other receivables of $143,817, and
a  decrease  in  unearned  commissions  of  $60,124.

Net  cash  used for investing activities increased by $216,072 from $315,009 for
the  year  ended  December  31, 2001 to $531,081 for the year ended December 31,
2002  principally due to the following: an increase in stock purchase receivable
of  $50,000,  increase  in  deferred policy acquisition costs of $46,074, and an
increase  in  other  non-current  assets  of  $116,136.

Net cash provided from financing activities decreased $833,414 from $845,679 for
the  year  ended  December  31,  2001 to $12,265 for the year ended December 31,
2002,  principally  due  to  the  decrease  in notes payable by $171,823 and the
decrease  in  contributed  capital  by  $1,009,086.

On  February  19,  2003,  Hartville  Group, Inc. and its wholly-owned subsidiary
Petsmarketing  Insurance.com  Agency,  Inc.  executed a promissory note to Samir
Financial II, L.L.C. in the principal sum of $3,000,000 plus interest at 30% per
year, with interest payments due monthly. The promissory note is due on February
19, 2004. Nine months of interest, $675,000, was prepaid out of the funds loaned
to  Hartville  Group,  Inc.  and  Petsmarketing  Insurance.com  Agency,  Inc. In
addition,  Samir Financial, II was paid a closing fee of $325,000 which was also
paid  out of the funds loaned to Hartville Group and Petsmarketing Insurance.com
Agency  and  Samir Financial receives a monitoring and collateral management fee
of $3,000 per month. In connection with the loan, Samir Financial II, L.L.C. was
granted a four year warrant to purchase 300,000 shares of Hartville common stock
at  an  exercise  price  of  $.83  per  share.  As  security for the payment and
performance of Hartville and Petsmarketing, Hartville and Petsmarketing executed
a  Loan  and  Security  Agreement  covering all now owned and hereafter acquired
personal property. In addition, W. Russell Smith III, Hartville's president, and
Whiskers,  Inc.,  Hartville's  largest  shareholder,  personally  guaranteed the
payment  of the promissory note. Whiskers, Inc. also entered into a stock pledge
agreement  whereby  it  pledged  its  stock  to Samir Financial to guarantee the
repayment  of  the  promissory  note. Hartville and Petsmarketing may extend the
term  of  the  promissory  note  for  an  additional year in consideration for a
$250,000  renewal  fee.

The  company  is taking steps to raise equity capital. There can be no assurance
that  any  new  capital would be available to the company or that adequate funds
for  the  company's  operations,  whether from the Company's revenues, financial
markets,  or  other  arrangements  will  be  available  when  needed or on terms
satisfactory  to  the  company.  The  company  has no commitments from officers,
directors or affiliates to provide funding. The failure of the company to obtain
adequate additional financing may require the company to delay, curtail or scale
back  some  or  all of its sales and marketing efforts. Any additional financing
may  involve  dilution  to  the  company's  then-existing  shareholders.

Without  additional  capital  funding,  the  company  believes  it  can  sustain
operations  as  it  is  now  operating  profitably.

Item  7  Financial  Statements  And  Supplementary  Data
--------------------------------------------------------

The  financial  statements  and  supplementary  data of the company are attached
hereto.

Item 8 Changes in and Disagreements With Accountants On Accounting And Financial
--------------------------------------------------------------------------------
Disclosure.
-----------

On  September 17, 2002, the client-auditor relationship between Hartville Group,
Inc.,  formerly  Venturelist.com, Inc. (the "Company") and Malone & Bailey, PLLC
("Malone")  ceased  as  Malone  was  dismissed  as  the  Company's  auditor.

<PAGE>

To the knowledge of the Company's current Board of Directors, Malone's report of
the  financial  statements  of  the  Registrant  for  the period from April 2000
(incorporation) through June 2002 and any related interim period did not contain
any  adverse  opinion or disclaimer of opinion and was not qualified or modified
as  to  uncertainty,  audit  scope  or  accounting  principles.

During  the  audit  of  the  Company's  financial statements for the period from
inception  (April  2000)  through  September 30, 2001 and any subsequent interim
period through the date of dismissal, Malone did not have any disagreements with
the  Company  on  any  matter  of  accounting principles or practices, financial
statement  disclosure,  or  auditing  scope  or  procedure.

The financial statements reported on by Malone were not subject to an adverse or
qualified  opinion,  or  a  disclaimer  of  opinion  and were not modified as to
uncertainty,  audit  scope  or  accounting principles during the past two fiscal
years,  and  the  interim  periods  through  June  30,  2002;

The  decision  to  change  accountants was approved by the Registrant's Board of
Directors;  and

There  were  no  disagreements  related  to  accounting  principles or practices
auditing  scope  or  procedure  during the past two fiscal years and the interim
period  through  June  30,  2002.

On  September  17,  2002,  the  Registrant engaged Terrance L. Kelley, Certified
Public  Accountant  as  its  independent  accountant  for  the fiscal year ended
September  30,  2002. and the new fiscal year ending December 31,2002 During the
most  recent  fiscal  year  and  any subsequent interim period prior to engaging
Terrance  L.  Kelley,  the  Company  did  not  consult  with  Terrance L. Kelley
regarding  either  (i)  the  application of accounting principals to a specified
transaction,  either  completed  or  proposed; or the type of audit opinion that
might be rendered on the Company's financial statements; or (ii) any matter that
was  either  the  subject  matter  of  a  disagreement  (as  defined  in  Item
304(a)(1)(iv)  of  Regulation  S-K and the related instructions) or a reportable
event  (as  defined  in Item 304(a)(1)(v) of Regulation S-K). Terrance L. Kelley
has reviewed the disclosure required by Item 304(a) before it was filed with the
Commission  and  has  been provided an opportunity to furnish the Company with a
letter addressed to the Commission containing any new information, clarification
of  the  Company's expression of its views, or the respects in which it does not
agree  with  the  statements  made  by  the  Company in response to Item 304(a).
Terrance  L.  Kelley  did  not  furnish  a  letter  to  the  Commission.

The  Company requested that Malone review the disclosure and Malone was given an
opportunity  to furnish the Registrant with a letter addressed to the Commission
containing any new information, clarification of the Company's expression of its
views, or the respect in which it does not agree with the statements made by the
Company  herein.  Such  letter  was  filed  as  an  exhibit  to  that  Report.

<PAGE>

                                    PART III

Item  9  Directors,  Executive  Officers,  Promoters  and Control Persons of the
--------------------------------------------------------------------------------
Registrant Compliance  with  Section  16  (A)  of  the  Exchange.
-----------------------------------------------------------------


The  company  currently  has  the  following  directors  and  officers:

Name                         Age              Position  with  the  Company

W.  Russell  Smith  III      39               Director  and  President

Robert  L.  Cashman          70               Director  and  Secretary

Dr.  Tom  Neuzil             57               Director

W.  Russell  Smith  III  -  President,  Director
------------------------------------------------

W.  Russell  Smith, has served as the company's President and Director since its

incorporation.  Since  April 2000, Mr. Smith has served as the President of Pets
Marketing  Insurance.com  Agency.  From  June 1995 through April 2000, Mr. Smith
served  as  the  President of Pets Health Insurance Agency, Inc.  Mr. Smith is a
licensed  insurance  broker  is an experienced bank executive with over thirteen
years  in  the  consumer  financial  services industry.  Mr. Smith developed the
concept  of  insuring  household pets (dogs and cats) and has been active in the
pet  insurance  business  for the last eight years.  Mr. Smith will be active in
all  aspects  of  the operation of the business.  He is experienced in directing
the policy enrollment, insurance administration, insurance claims management and
database  information  systems.  Additionally, Mr. Smith maintains the necessary
insurance  licenses  as  Managing  Agent,  TPA  for the company. Mr. Smith is an
experienced  financial  executive  with  over 13-years in the financial services
industry  and is a Summa Cum Laude graduate from Florida Metropolitan University
with an MBA in business/accountancy. He also holds a BA in Business/Finance from
Eckerd  College.

Robert  L.  Cashman  -  Secretary,  Director
--------------------------------------------

Mr. Cashman has served as our Secretary and Director since our inception.  Since
June  1990,  Mr.  Cashman  has  served  as  Chairman  and  senior partner of The
Charleston Group, a private investment banking and consulting firm.  Mr. Cashman
has  been  involved  in  merger,  acquisition,  reorganization, liquidation, and
public  offering  transactions  throughout  his  entire business career.  He has
personally  directed  more  than  100  transactions including I.P.O.s, secondary
offerings,  shell reverse mergers and private placements.  In the first 12 years
out  of  college,  Mr.  Cashman  developed a fast growing insurance company that
qualified  him  for  the  prestigious  Young  President's  Organization.  After
successfully  selling  the  company  in  1972,  he  worked  in  the  merger  and
acquisition business until 1977 when he acquired Pacific Envelope Co.  Under his
management, Pacific Envelope grew very rapidly.  The company was able to qualify
for  the  Inc.  Magazine  500  fastest  growing  companies  for  five  years  in
succession.  Mr.  Cashman  has remained active in business consulting throughout
his  entire  career.  Mr.  Cashman  is  currently  a member of the Orange County
Airport  Commission,  operators of John Wayne Airport and also an active general
aviation pilot and aircraft owner.  Mr. Cashman serves on the board of directors
of  PS  Management  Holdings,  Inc.,  Berkshire  Asset  Management,  Inc., Wayne
Aircraft  Company,  and City of Anaheim Workforce Investment Board.  Mr. Cashman
has  been active in many civic organizations, including serving on the governing
board  of  the  National  YMCA,  has been active in the Boy Scouts, in the Young
Presidents  Organization, and numerous blue ribbon committees.  He earned a B.S.
degree  in  Business  Administration  from  U.C.L.A.

<PAGE>

Dr.  Tomas  Neuzil,  Director
- ---------------------------

Dr.  Neuzil has served as our director since our incorporation.  Dr. Neuzil is a
licensed  veterinarian  with  12-years  practice  experience  in  an  accredited
American  Animal  Hospital  Association (AAHA) hospital.  From June 1999 through
April  2000,  Dr.  Neuzil was the veterinarian for Pets Health Insurance Agency.
Dr.  Neuzil  has  15  years  of  experience  as director of a state and national
veterinary  medical  association.  In  addition,  Dr.  Neuzil  was  formerly the
president  of the American Society of Veterinary Medical Association Executives.
Dr.  Neuzil  directs  the  marketing  programs  within  the  veterinary  medical
profession.  Furthermore,  he oversees all aspects of the claims department. Dr.
Neuzil  received  a  Doctorate  Degree  in  Veterinary  Medicine from Iowa State
University.

Item  10  Executive  Compensation
----------------------------------
The  following  table sets forth certain information concerning the compensation
of  the  company's  principal  executive  officer.


      NAME  AND  POSITION                     FISCAL             ANNUAL
                                              YEAR           Compensation
--------------------------                   -------         ------------
      W.  Russell  Smith  III
      Director ,President                                  Salary     Bonus
                                              2002        $45,000(1)     0

      Kris Lafour, Chief Executive Officer    2002          -(2)

      Steve Bauman, Chief Executive Officer   2001        $25,583(3)

(1)  Mr. Smith was paid by Petsmarketing, Inc., a wholly-owned subsidiary.
(2)  Mr.  Lafour,  Former  Chief Executive Officer of Venturelist.Com, Inc., was
     paid  by  M&A  West,  Inc.,  our  former  parent  company.
(3)  Mr. Bauman received 250,000 shares of Digital Bridge, Inc. from the company
     and  M&A  West,  Inc.  in connection with a settlement agreement and mutual
     release  which  was  valued  at  $12,250.


The company has no employment contracts. The company does not have a bonus or
stock option plan at this time.  Officers and directors are elected annually.

Item  11  Security  Ownership  Of  Certain  Beneficial  Owners  and  Management
-------------------------------------------------------------------------------

The  following  is  a  listing  of  security ownership of management and certain
beneficial  owners  of  the Issuer's securities as of March 28, 2003.  On that
date there were 3,026,870 shares of the Issuer's stock issued and outstanding.



         Name                   Title          Number of Shares       Percentage
                                               Beneficially owned     owned

W. Russell Smith III      Director/President           -0-               0%
7551 North Main Street
North Canton, OH  44720

Robert L. Cashman         Director/Secretary      251,000(1)             8%
18482 Park Villa Place
Villa Park, CA  92861

Tomas Neuzil              Director                     -0-               0%
7551 North Main Street
North Canton, OH  44720

Whiskers, Inc                                   2,000,000               66%
7373 North Scottsdale Blvd
Suite D215
Scottsdale, AZ  85253

PS Management Holdings, Inc                       250,000                8%
18482 Park Villa Place
Villa Park, CA  92861

Allan Staggs                                    2,000,000(2)            66%
7373 North Scottsdale Blvd
Suite D215
Scottsdale, AZ  85253

Samir Financial II, L.L.C                       2,300,000(3)            69%
20682 N. Plumwood Drive
Kildeer, Illinois 60047

Richard Johnson                                   500,000(4)           14%
18482 Park Villa Place
Villa Park, CA 92861

Karen Fowler                                      500,000(4)          14%
18482 Park Villa Place
Villa Park, CA 92861

John Vilagi                                       500,000(4)          14%
18482 Park Villa Place
Villa Park, CA 92861

Glenn Glasshagel                                  500,000(4)          14%
18482 Park Villa Place
Villa Park, CA 92861

Roland Thomas                                     500,000(4)          14%
18482 Park Villa Place
Villa Park, CA 92861

Total Officers and Directors as a group
(2 people)                                        251,000                8%
                                                 ---------              ---
Total Shareholders                              3,026,870              100%
                                                 ---------              ---

(1)  Includes 250,000 shares owned of record by PS Management Holdings, Inc., of
which  Robert  L.  Cashman  serves  as  the  President.
(2)  Includes 2,000,000 shares owned of record by Whiskers, Inc., of which Allan
Staggs  is  the  executive  officer.
(3)  Includes  warrants to purchase 300,000 shares of stock at $.83 per share as
well as 2,000,000 shares which have been pledged by Whiskers, Inc. pursuant to a
Debtor's  Security  and  Pledge  Agreement.
(4)  Includes options to purchase 500,000 shares of common stock at an exercise
price of $.60 per share.



<PAGE>

Item  12.  Certain  Relationships  and  Related  Transactions
-------------------------------------------------------------

On  or  about  April  1,  2001,  Hartville  Group,  Inc.  loaned  $48,107.83  to
PetsMarketing,  Inc.,  which changed its name to PS Management Holdings, Inc. on
May 15, 2002. On September 6, 2002, by mutual agreement between Hartville Group,
Inc.  and  PS  Management  Holdings,  Inc.,  on September 6, 2002, PS Management
Holdings,  Inc.  returned 1,750,000 shares of Hartville Group to Hartville Group
for  cancellation  as payment of the debt. Robert L. Cashman is the President of
PS  Management  Holdings,  Inc.

In  September  2002,  Whiskers,  Inc.,  our  controlling  shareholder,  acquired
2,000,000  shares  of  our  common stock in consideration for a $50,000 note and
Whiskers,  Inc.  agreeing  to  obtain  funding  for  us  in  the form of a stock
investment or a loan in the amount of US$2,000,000. Whiskers, Inc. agreed to pay
the costs, finder's fees, commissions and interest applicable in the event it is
successful  in obtaining financing or a loan for us. In the event Whiskers, Inc.
was  not successful in obtaining financing or a loan in the amount of $2,000,000
for  the  company  by  July  1, 2003, Whiskers, Inc. was to return the 2,000,000
shares  of  company common stock to the company for cancellation and the $50,000
payment  would  have  been  retained  by  the  company.

In September 2002, we issued a former director 10,000 shares of our common stock
in  consideration  for  services  rendered.

Item  13.  Exhibits  List  and  Reports  On  Form  8-k
-------------------------------------------------------

Index  to  Exhibits

  Exhibit  No.       Identification  of  Exhibit

  2.1  (2)           Exchange  Agreement  between  Hartville Group,  Inc.
                     Formerly  Venturelist  .com,  Inc., and  Hartville
                     Equestrian,  Inc.,  Formerly  Hartville Group,  Inc.

  3.1  (1)           Amended  and  restated  Articles  of  Incorporation

  3.2  (1)           By-Laws  of  Venturelist.com

  3.3  (2)           Certificate of Amendment to Articles of Incorporation.

  4.1  (1)           Form  of  Specimen  of  common  stock

  10.1 (*)           Stock Purchase Agreement with Whiskers, Inc.

  10.2 (*)           Promissory Note with Samir Financial II, L.L.C.

  10.3 (*)           Loan and Security Agreement with Samir Financial II, L.L.C.

  10.4 (*)           Hartville Group, Inc. Common Stock Warrant

  99.1 (*)           CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
                     18 U.S.C. SECTION 1350

      *   Filed herein.
     (1)  Filed  as  an  Exhibit to the Company's registration statement on Form
          SB-2  (File  No.  333-48544  )  and  herein Incorporated by reference.
     (2)  Filed  as  an Exhibit to the Company's Form 8-K filed on September 16,
          2002.

<PAGE>

     Reports  on  Form  8-K

     1.   On  September  16, 2002  the  company  filed  a  Form  8-K  to  report

          A.  Change  of  name  to  Hartville  Group,  Inc.
          B.  Acquisition  of  Hartville  Equestrian,  Inc.
          C.  Change  in  control  of  the  Company
          D.  A four (4) for one (1) forward split of the Company's Common Stock
              effective  September  11,2002

     2.   On  October  1,  2002,  the  company  filed  an amended 8-K to provide
          financial statements of the company and modify the beneficial owner of
          Whiskers,  Inc.

     3.   On  November  27, 2002, the company filed an amended 8-K modifying the
          financial  disclosure  and  providing additional information about the
          company.

     4.   On January 8, 2003, the company filed a Form 8-K reporting a change in
          auditors.

     5.   On February 18, 2003, the company filed an amended Form 8-K updating
          its financial statement disclosure.

     6.   On February 25, 2003, the company filed a Form 8-K relating to a
          change in the company's fiscal year from September 30th to December
          31st.

Item 14.  Evaluation  of  Disclosure  Controls  and  Procedures
---------------------------------------------------------------

     (a)  Evaluation  of  disclosure  controls  and  procedures.  Our  principal
executive  officer,  after  evaluating  the  effectiveness  of  the  Company's
"disclosure  controls and procedures" (as defined in the Securities Exchange Act
of  1934  Rules  13a-14(c)  and 15-d-14(c)) as of a date (the "Evaluation Date")
within  90  days  before the filing date of this quarterly report, has concluded
that  as  of  the  Evaluation  Date, our disclosure controls and procedures were
adequate and designed to ensure that material information relating to us and our
consolidated  subsidiaries  would  be  made known to them by others within those
entities.

     (b)  Changes  in  internal  controls.  There  were  no  significant changes
in  our  internal  controls  or  to  our  knowledge, in other factors that could
significantly  affect  our  disclosure controls and procedures subsequent to the
Evaluation  Date.

<PAGE>

                         SIGNATURES

     In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned. Thereunto duly


Dated:  April 23, 2003

                                   Hartville  Group,  Inc.
                                   Registrant

                              By: /s/  W.  Russell  Smith  III
                                 -----------------------------
                                       W.  Russell  Smith  III
                                       President

In  accordance  with  the  Exchange  Act. This report has be signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.


Signature  and  Capacity

/s/ W.  Russell  Smith  III                         Dated April 23,2003
-----------------------------                             -------------
W.  Russell  Smith  III
President  and  Director

/S/Robert  L.  Cashman                             Dated  April 23,2003
-------------------------                                 -------------
Robert  L.  Cashman
Secretary  and  Director

/s/  Dr.Tom  Neuzil                                Dated  April 23,2003
----------------------                                    -------------
Dr.  Tomas  Neuzil
Director



CERTIFICATIONS

I, W. Russell Smith III, Principal Executive Officer, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Hartville Group, Inc.;

2.   Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

3.   Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   I  am  responsible for establishing and maintaining disclosure controls and
     procedures  (as  defined  in  Exchange Act Rules 13a-14 and 15d-14) for the
     registrant  and  have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the  disclosure controls and procedures based on my
          evaluation  as  of  the  Evaluation  Date;

5.   I  have disclosed, based on our most recent evaluation, to the registrant's
     auditors  and  the  audit  committee of registrant's board of directors (or
     persons  performing  the  equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          controls;  and

6.   I  have  indicated  in  this  annual  report whether there were significant
     changes  in  internal controls or in other factors that could significantly
     affect  internal  controls  subsequent  to  the  date  of  our  most recent
     evaluation,  including  any  corrective  actions with regard to significant
     deficiencies  and  material  weaknesses.

Date: April 23, 2003


/s/ W. Russell Smith
_______________________
W. Russell Smith,
President



<PAGE>

Financial Statements






TERANCE L. KELLEY
Certified Public Accountant          3250 West Market Street Suite 307,
                                     Fairlawn, OH 44333 (330) 864-2265


Hartville  Group,  Inc.  and  Subsidiaries
Canton,  Ohio

I  have  audited  the  consolidated  Balance  Sheet of Hartville Group, Inc. and
Subsidiaries (A Development Stage Company), as of December 31, 2002 and December
31, 2001 and the related Consolidated Statements of Income, Consolidated Changes
in  Stockholders' Equity, and Consolidated Statement of Cash Flows for the years
then  ended.  These financial statements are the responsibility of the Company's
management.  My  responsibility  is  to  express  an  opinion on those financial
statements  based  on  my  audits.

I  conducted  my audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.   Those  standards require that I plan and
perform  the  audits  to obtain reasonable assurance about whether the financial
statements  are  free  of material misstatement.  Audits include examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  Audits  also  include  assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial statement presentation.  I believe that my audits provide a reasonable
basis  for  my  opinion.

In  my  opinion,  based  on my audits, the financial statements referenced above
present  fairly,  in  all material respects, the financial position of Hartville
Group,  Inc. and Subsidiaries as of December 31, 2002 and December 31, 2001, and
the  results  of their operations and their cash flows for the years then ended,
in  conformity  with  generally  accepted  accounting principles accepted in the
United  States  of  America.



/s/ Terance L. Kelley
---------------------
Terance  L.  Kelley
February  6,  2003
EXCEPT FOR FOOTNOTE 10, FOR WHICH THE DATE IS FEBRUARY 19, 2003

<PAGE>

<TABLE>
<CAPTION>

Hartville Group, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Balance Sheets
December 31, 2002 and December 31,2001

                                                 December 31,   December 31,
                                                     2002           2001
                                                 -------------  -------------
ASSETS
<S>                                              <C>            <C>
Current Assets
  Cash                                           $     601,807  $     896,553
  Commissions receivable                               105,658         50,911
  Other receivables                                    168,773         12,478
  Prepaid expenses                                      51,358         32,862
                                                 -------------  -------------

    Total Current Assets                               927,596        992,804

Fixed Assets
  Property and equipment - net                         100,345         92,024
  Deferred policy acquisition costs
    - net                                              452,563        220,484
                                                 -------------  -------------
                                                       552,908        312,508
Other Assets
  Licensing fees. Less accumulated
    amortization of $21,324 and $14,706                 26,470         35,294
  Other non-current assets                             285,801        163,774
  Investments                                              156              -
                                                 -------------  -------------

                                                       312,427        199,068
                                                 -------------  -------------

Total Assets                                     $   1,792,931  $   1,504,380
                                                 =============  =============

See accompanying notes to financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>



                                                 December 31,    December 31,
                                                     2002            2001
                                                --------------  --------------
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                             <C>             <C>
Current Liabilities
  Accounts payable                              $      78,422   $      37,452
  Accrued expenses                                     61,529          29,797
  Premium deposits                                    390,516         189,675
  Unearned commissions                                      -          30,062
  Due to fronting carrier                              46,630               -
  Current portion of long-term debt                    15,045           8,877
                                                --------------  --------------

    Total Current Liabilities                         592,142         295,863

Long-Term Debt                                          3,974           4,127
                                                --------------  --------------

    Total Liabilities                                 596,116         299,990

Stockholders' Equity
  Common stock, 50,000,000
    shares authorized: $.001 par value;
    3,026,870 shares issued and
    outstanding at December 31,                         3,027           2,001
  Additional paid in capital                        1,652,293       1,523,413
  Deficit accumulated during development
    stage                                            (408,505)       (321,024)
  Stock purchase receivable                           (50,000)              -
                                                --------------  --------------

                                                    1,196,815       1,204,390
                                                --------------  --------------
    Total Liabilities and Stockholders' Equity  $   1,792,931   $   1,504,380
                                                ==============  ==============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Hartville Group, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statement of Income
For the Year ended December 31, 2002, for the Year Ended December 31, 2001, and for the
     Period from March 1, 2000 (Date of Inception) Through December 31, 2002 (Since
Inception)



                                                  December 31,    December 31,      Since
                                                      2002            2001        Inception
                                                 --------------  --------------  -----------
<S>                                              <C>             <C>             <C>
Commissions                                      $     865,723   $     599,499   $1,773,343
Premiums                                               930,303         637,749    1,568,052
                                                 --------------  --------------  -----------

                                                     1,796,026       1,237,248    3,341,395

Losses and expenses                                    662,904         382,649    1,045,553
Ceded costs                                            283,562         216,092      499,654
General and administrative                             833,623         649,736    1,931,561
                                                 --------------  --------------  -----------

                                                     1,780,089       1,248,477    3,476,768
                                                 --------------  --------------  -----------

Operating Income (loss)                                 15,937         (11,229)    (135,373)

Other income                                            45,062             721       80,450

Other expense                                          (24,980)              -     (230,032)
                                                 --------------  --------------  -----------

Income (Loss) before taxes                              36,019         (10,508)    (284,955)

Provision for taxes                                          -               -           50
                                                 --------------  --------------  -----------

NET INCOME (LOSS)                                $      36,019   $     (10,508)  $ (285,005)
                                                 ==============  ==============  ===========


Net income (loss) per common share               $        0.02          ($0.01)

Weighted average common shares outstanding           2,295,980       2,001,000

See accompanying notes to financial statements
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Hartville Group, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity
For the Period From March 1, 2000 (Date of Inception) through December 31, 2002


                                                Additional   Total
                                                  Common     Stock    Paid in     Accumulated    Stockholders'
                                                  Shares    Amount    Capital       Deficit         Equity
                                                ----------  -------  ----------  -------------  ---------------
<S>                                             <C>         <C>      <C>         <C>            <C>
Balance at March 1, 2000                                 -        -           -             -                -
  Retroactive stock issued                       2,001,000  $ 2,001  $  508,327  $          -   $      510,328

  Net Loss                                               -        -           -      (310,516)        (310,516)
                                                ----------  -------  ----------  -------------  ---------------

Balance at December 31, 2000                     2,001,000    2,001     508,327      (310,516)         199,812

  Capital contributed 2001                               -        -   1,015,086             -        1,015,086

  Net Loss                                               -        -           -       (10,508)         (10,508)
                                                ----------  -------  ----------  -------------  ---------------

Balance December 31, 2001                        2,001,000    2,001   1,523,413      (321,024)       1,204,390

  Acquisition of Venturelist.com, Inc.             760,244      760     122,740      (123,500)               -
  Sale of shares                                   250,000      250       6,000             -            6,250
  Stock issued for investment                       15,626       16         140             -              156
  Net income                                             -        -           -        36,019           36,019

Balance December 31, 2002                        3,026,870  $ 3,027  $1,652,293  $   (408,505)  $    1,246,815
                                                ==========  =======  ==========  =============  ===============

See accompanying notes to financial statements
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Hartville Group, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statement of Cash Flows
For the Nine Months Ended December 31, 2002, for the Year Ended December 31, 2001, and for the
     Period from March 1, 2000 (Date of Inception) Through December 31, 2002 (Since Inception)



                                                         December 31,    December 31,      Since
                                                             2002            2001        Inception
                                                        --------------  --------------  ------------
<S>                                                     <C>             <C>             <C>
Cash flows from operating activities
  Net loss                                              $      36,019   $     (10,508)  $  (285,005)
  Adjustments to reconciliation net loss to net
    cash provided by operating activities
    Depreciation                                               40,986          31,027        89,957
    Amortization                                               86,492          52,014       144,388
    Decrease/(increase) commissions receivable                (54,747)         86,489      (105,658)
    (Increase) Other receivables                             (156,295)        (12,478)     (168,773)
    Decrease/(increase) Prepaid expenses                      (18,496)        (29,976)      (51,358)
    (Increase) Licensing fees                                       -               -       (50,000)
    Increase Accounts payable                                  40,970          (8,675)       78,422
    Increase Accrued expenses                                  31,732          29,747        61,529
    Increase Premium deposits                                 200,841         189,675       390,516
    (Decrease)/increase Unearned commissions                  (30,062)         30,062             -
    Increase/(decrease) Due to fronting carrier                46,630               -        46,630
                                                        --------------  --------------  ------------
Net Cash Provided by /(Used for ) Operating Activities        224,070         357,377       150,648

Cash Flows from Investing Activities
    Increase in Stock purchase receivable                     (50,000)              -       (50,000)
    Increase Deferred policy acquisition costs               (309,747)       (263,673)     (573,420)
    Increase Property and equipment                           (49,307)        (45,445)     (190,303)
    Increase Other non-current assets                        (122,027)         (5,891)     (285,801)
                                                        --------------  --------------  ------------

Net Cash Used for Investing Activities                       (531,081)       (315,009)   (1,099,524)

Cash Flows from Financing Activities
    Proceeds from notes payable                                21,406          17,807       221,624
    Payment on notes payable                                  (15,391)       (187,214)     (202,605)
    Issuance of Common stock                                      250               -         2,412
    Contributed capital                                         6,000       1,015,086     1,529,252
                                                        --------------  --------------  ------------

Net Cash Provided from Financing Activities                    12,265         845,679     1,550,683
                                                        --------------  --------------  ------------

Net Increase in Cash and Cash Equivalents                    (294,746)        888,047       601,807

Cash and Cash Equivalents - Beginning                         896,553           8,506             -

Cash and Cash Equivalents - Ending                      $     601,807   $     896,553   $   601,807
                                                        ==============  ==============  ============

See accompanying notes to financial statements
</TABLE>

<PAGE>

                     HARTVILLE GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

DEVELOPMENT STAGE COMPANY
-------------------------

Hartville  Group,  Inc.  and  Subsidiaries  (the  Company) are development stage
companies  as  defined under Statements of Financial Accounting Standards No. 7.
Hartville  Group,  Inc.  was  incorporated in the state of Nevada on February 1,
2001  as  a  holding  company  of  Petsmarketing  Insurance.com  Agency,  Inc.,
incorporated  in  the  state of Ohio, which sells sickness and accident policies
for  domestic  household  pets,  for  Hartville  Group,  Inc.  and for Hartville
Insurance  Company, LTD, which was incorporated in the Cayman Islands on October
19,  2001 and holds a restricted class B Insurer's License under the laws of the
Cayman  Islands.

On  February  1,  2002  Petsmarketing,  Inc.  transferred its entire interest in
Petsmarketing  Insurance.Com  Agency,  Inc.  to  Hartville Group, Inc. (A Nevada
Corporation)  in  exchange for 1,500,000 shares of Hartville Group.  Also at the
same  time  Petsmarketing,  Inc.  transferred  its  entire interest in Hartville
Insurance  Company, LTD (A Cayman Island Corporation) to Hartville Group Inc. in
exchange  for 500,000 shares of Hartville Group.  When the transfer was complete
Petsmarketing,  Inc.  owned  2,000,000  of  the  2,001,000 shares outstanding of
Hartville  Group,  Inc.,  thereby  making  Hartville Group, Inc. a subsidiary of
Petsmarketing,  Inc.  Since  there  was  no significant change in ownership, the
transaction  was  accounted  for  as  similar to a pooling of interests with all
assets  and  liabilities  recorded  at  historical  values.

On  September 12, 2002 Hartville Group, Inc. the holding company was acquired by
Venturelist.com,  Inc.  a Nevada public, reporting corporation.  Venturelist.com
was  a  shell  at  the time of the acquisition and therefore the acquisition was
treated  as  a  reverse  merger  whereby  the acquired company is treated as the
acquiring  company  for accounting purposes.  Venturelist.com, Inc. changed it's
name  to  Hartville  Group,  Inc. at the time of the acquisition and at the same
time  Hartville  Group,  Inc.  changed  its  name  to Hartville Equestrian, Inc.

The  Company,  when originally organized was to include both an insurance agency
and  a  reinsurance  company,  which  would  take  an  80  to  90%  quota  share
participation in the pet health insurance thereby increasing the portion of risk
and  profits  retained  by the Company.  At September 30, 2002 this goal had not
been  accomplished  and  therefore  the Company is still considered to be in the
development  stage  at  this  time.

<PAGE>

                     HARTVILLE GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                December 31, 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Hartville  Insurance  Company LTD has taken a 20% quota share (compared to a 35%
per quota share in 2001) participation in the pet health insurance originated by
Petsmarketing  Insurance.com  Agency,  Inc.  and  insured  by Clarendon National
Insurance  Company.  The  remaining  80%  of  risk  (65%  in  2001)  is ceded to
re-insurers.  The policies have been issued on a "claims made" basis with policy
limits  of  $5,000  per  occurrence  with  an  annum  aggregate  of  $13,000 for
veterinarian's  fees  and  $5,000  per  animal  for  mortality.

The  consolidated financial statements include the accounts of the Petsmarketing
Insurance.com  Agency,  Inc., Hartville Equestrian, Inc. and Hartville Insurance
Company,  LTD,  all  wholly  owned  subsidiaries.  All  significant intercompany
accounts  and  transactions  have  been  eliminated  in  consolidation.

REVENUE  RECOGNITION  POLICIES
------------------------------

Policies  are  issued  for  a  term  of  one  year,  thus the Company recognizes
commissions  on  a  1/12  annual  basis  as premiums are received.  In the event
premiums  are  paid in advance; For example a policy on which the annual premium
is  paid in advance, the liability, unearned commissions is recognized until the
premium  is  earned  on  a  1/12 annual basis.  Commissions receivable represent
commissions  due  the  company  from  Clarendon  National  Insurance Company for
premiums  received  during the previous month.  Premium deposits are recorded as
cash  at  year  end  with  the  recording  of  a  corresponding liability to the
reinsurance  carriers.  Ceded  costs  represent  the proportional losses paid on
policies  under the reinsurance agreements.  Due to fronting carrier, represents
any amounts collected by the Company due to Clarendon National Insurance Company
as  the  fronting  carrier.

Hartville  Insurance  Company,  LTD  is  a reinsurance company.  It receives its
income on a net basis.  That is, the Company's revenue is net of claims paid and
expenses.  However,  for  accounting  purposes this amount is grossed up to show
gross  premium  revenues  and  expenses  of  claims  paid  and  loss allowances.

CASH AND CASH EQUIVALENTS
-------------------------

For  purposes  of  the  statement  of  cash  flows,  the  Company  considers all
short-term  debt securities purchased with a maturity of three months or less to
be  cash  equivalents.

<PAGE>

                     HARTVILLE GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                December 31, 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

INCOME TAXES
------------

The  Company  accounts  for  income  taxes under the provisions of Statements of
Financial  Accounting  Standards  No.  109  "Accounting for Income Taxes", which
requires  a  company  to  recognize  deferred tax assets and liabilities for the
expected  future  tax  consequences  of  events  that  have been recognized in a
company's  financial statements or tax returns.  Under this method, deferred tax
assets  and  liabilities  are  determined  based  on
the difference between the financial statement carrying amounts and tax basis of
assets  and liabilities using enacted tax rates.  The Company has no differences
between  book  and  tax  accounting.

OTHER RECEIVABLES
-----------------

These amounts represent monies advanced to an unrelated entity.  The funds are
to be paid by July 1, 2003.  The amount outstanding bears interest at 8% per
annum.

DEFERRED POLICY ACQUISITION COST
--------------------------------

Costs  incurred  in connection with policy acquisition have been capitalized and
are amortized over the estimated life of the policies acquired.  Management  was
amortizing  these  costs over 36 months.  However, on January 1, 2002 management
elected  to  extend the estimated life of these assets to 60 months.  Management
felt  this  change  brought  its amortization life closer to industry standards.
Total  costs  deferred  at  December  31,2002  were  $573,420  with  accumulated
amortization  through  that  date of $120,857.  The impact of this change on the
Company's  earnings  through  December  31,  2002  would have been an additional
$24,000  of  expense.

PROPERTY AND EQUIPMENT
----------------------

Property  and  equipment are carried at cost.  Maintenance, repairs and renewals
are  expensed  as  incurred.  Depreciation of property and equipment is provided
for  over  their  estimated useful lives, which range from three to seven years,
using  the  straight-lined  method.

<PAGE>

                     HARTVILLE GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                December 31, 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

SOFTWARE  DEVELOPMENT  COSTS
----------------------------

The Company has expended $274,828 in software development costs through December
31,  2002  for  internal  use  software.  The software being developed is called
PUPPS(C)  a  proprietary  software,  which  will  provide a common data base for
applications,  policy underwriting, billing, policy issuance, claims processing,
reporting  and  interface  with  financial  reporting.  The software is entirely
proprietary.  The  Company  will  amortize these costs over its estimated useful
life,  which has not been determined at this time, once the development stage is
complete.

LIABILITY  FOR  UNPAID  CLAIMS
------------------------------

The  Company  pays  claims  on  a claims made basis whereby claims are only paid
while  the policy is in force.  Any liability for unpaid claims at period end is
included  in  accounts  payable.

USE OF ESTIMATES
----------------

The  preparation  of  the  consolidated  financial statements in conformity with
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that  affect  certain  reported  amounts  and  disclosures.
Accordingly,  actual  results  could  differ  from  those  estimates.

NOTE 2 - OTHER NONCURRENT ASSETS
--------------------------------

Other noncurrent assets represent software costs associated with the development
of  the  Company's computer system in the amount of $274,828. The software being
developed is called PUPPS(C) a proprietary software which, will provide a common
data  base  for  applications,  policy  underwriting,  billing, policy issuance,
claims  processing,  reporting  and  interface  with  financial  reporting.  The
software  is  entirely  proprietary.  As  of  December 31, 2002, the software is
still  under  development and has not been placed in service.  Also included are
insurance  license  costs  of  $7,428  and  organization  costs  of  $665.

<PAGE>

                     HARTVILLE GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                December 31, 2002

NOTE 3 - FIXED ASSETS
---------------------

Property and equipment are summarized by major classifications as follows:

                                        December 31,        December 31,
                                           2002                2001
                                           ----                ----

Furniture and fixtures                   $  5,979             $  3,360
Equipment                                 117,685               81,690
Software                                   55,563               45,744
Leasehold Improvements                     10,899               10,202
                                          ------                ------
                                          190,126              140,996
Less:  accumulated depreciation           (89,781)             (48,972)
                                          ------                ------
                                         $100,345              $92,024
                                          ======                ======

Deferred policy acquisition costs are summarized as follows:

                                        December 31,        December 31,
                                           2002                2001
                                           ----                ----

Deferred policy acquisition costs        $  573,420           $  263,673
Less: accumulated amortization             (120,857)             (43,189)
                                          ---------               --------
                                           $452,563              $220,484
                                           =========             ========

NOTE 4 - NOTES PAYABLE
----------------------

On  June  14,  2001 the Company entered into a lease purchase arrangement with a
finance company for a phone system.    The total borrowed was $17,807.  The note
calls  for  24  monthly  payments of $858 including interest at 15.7%.  The last
three  payments  were prepaid when the note was signed.  The balance outstanding
at  December  31,  2002  was  $4,126.  The  equipment financed secures the note.

On  May  9,  2002  the  Company entered into a lease purchase arrangement with a
finance  company  for a computer system.    The total borrowed was $21,406.  The
note  calls  for  24 monthly payments of  $1,021  including  interest  at 13.4%.
The  last  three  payments  were  prepaid when the note was signed.  The balance
outstanding at December 31, 2002 was $14,893. The equipment financed secures the
note.

<PAGE>

                     HARTVILLE GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                December 31, 2002

NOTE  4  -  NOTES  PAYABLE  (CONTINUED)
---------------------------------------

Maturities  on  long-term  debt  are  as  follows:
     Year  ending  December  31,

2002     $15,045
2003     $ 4,974

NOTE 5 - INCOME TAXES
---------------------

The  Company  has  a  net  operating loss carryforward of approximately $310,000
available  for  up  to  twenty  (20)  years  for  federal purposes.  Pursuant to
Internal Revenue Code Section 382 and the regulations thereunder, the amounts of
utilizable  carryover  may  be  limited as a result of ownership changes or even
eliminated  if  business  continuity  requirements  are  not met.  Net operating
losses may be carried forward for fifteen consecutive tax years for the state of
Ohio.  There  were no temporary differences allowing no deferred tax liabilities
to  arise.

Components of Income Tax Expenses are as follows:
                                    December 31,
     CURRENT                            2002
                                        ----

                      Federal                           $  -0-
                      States                               -0-
                                                    ----------
NET PROVISION/(BENEFIT FOR INCOME TAXES)                $  -0-
                                                 =============

NOTE 6 - COMMITMENTS
--------------------

The  Company's  leasing  operations consist principally of the leasing of office
space  under  operating  leases  that  expire  in  five  years.

The following is a schedule, by years of future minimum rental payments required
under operating leases that have initial or remaining non-cancelable lease terms
in  excess  of  one  year  as  of  December  31,  2001.

     Year ending December 31                          Amount
               2003                                   26,000
               2004                                   26,000

<PAGE>

                     HARTVILLE GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                December 31, 2002


NOTE 6 - COMMITMENTS (CONTINUED)
--------------------------------

     Year ending December 31                          Amount
               2005                                    8,677
                                                  ----------
               Total                               $  60,667
                                                      ======

Rental expense was approximately $29,368 for the year ended December 31, 2002.

NOTE 7 - UNDERWRITING
---------------------

January  1,  2001  the  Company  started to market, administrator and reinsure a
portion  of  its underwriting risk.  Each year's business is ceded to reinsurers
under  an  annual  quota  share reinsurance agreement.  At present there are two
such  treaties  in  effect.  Below  shows  the  breakdown  of revenue and direct
expenses  under  each  of  these  treaties  to  date:

                                Inception  to  date------------------------
                                           2002          2001
                                          ------         ----
                                          Treaty        Treaty          Total
                                          ------        ------        -------
          Premiums                    $  514,676     $ 1,053,376     $ 1,568,052

          Losses  and expenses           142,661         888,892       1,031,553
          Ceded  costs                   148,484         342,347         490,831
                                          ------        ------        -------

          Underwriting  Profit/(Loss) $  223,531     $  (177,863)     $   45,668
                                         ==========     ============    ========

NOTE  8  RELATED  PARTY  TRANSACTIONS
-------------------------------------

At  December  31,  2002  the Company has an Accounts Receivable on its books for
$50,000  from  its  majority  shareholder  for  the  purchase  of  stock.

<PAGE>

                     HARTVILLE GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                December 31, 2002

NOTE  9  -  OPERATING  SEGMENTS
-------------------------------

The  Company  organizes its business into three reportable segments: the holding
company  (Hartville  Group,  Inc.),  and  the  old  holding  company  (Hartville
Equestrian,  Inc.),  the  insurance  agency (Petsmarketing Insurance.com Agency,
Inc.),  and  the  reinsurance  company  (Hartville Insurance Company, LTD).  The
supplemental  schedules  provide  the  breakdown  of  assets,  liabilities  and
operations  for  each  of  these  segments.

NOTE  10  -  SUBSEQUENT  EVENTS
-------------------------------

On  February  19,  2003  Hartville  Group,  Inc. and Petsmarketing Insurance.com
Agency,  Inc. entered into a loan and security agreement with a finance company.
The amount borrowed was $3,000,000 at 30% interest due February 19, 2004 with an
option  to  extend for an additional year as long as there are no defaults under
the  agreement.  The  business  assets  of  the  Companies secure the loan.  The
President  of  the Company and the Company's majority shareholder also guarantee
the  loan.  Under  a separate agreement with the Company's majority shareholder;
the shareholder will assume all costs in connection with this loan including the
periodic  interest  charges.

<PAGE>

TERANCE L. KELLEY
Certified Public Accountant          3250 West Market Street Suite 307,
                                     Fairlawn, OH 44333 (330) 864-2265





                Report of Independent Certified Public Accountant
                -------------------------------------------------
                          on Supplementary Information
                          ----------------------------


Board  of  Directors
Hartville  Group,  Inc.  and  Subsidiaries
Canton,  Ohio



My  audit  was made for the purpose of forming an opinion on the basic financial
statements  taken  as  a  whole  of Hartville Group, Inc. and subsidiaries as of
December  31, 2002, which are presented in the preceding section of this report.
The  supplementary  information  as  of and for the year ended December 31, 2002
presented  hereafter  is  for  the  purposes of additional analysis and is not a
required  part  of  the  basic  financial statements.  Such information has been
subjected  to  the  audit procedures applied in the audit of the basic financial
statements  and,  in  my  opinion, is fairly stated in all material respects, in
relation  to  the  basic  financial  statements  taken  as  a  whole.




/s/ Terance L. Kelley
----------------------
Terance  L.  Kelley
February  6,  2003

<PAGE>

<TABLE>
<CAPTION>

Hartville Group, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Balance Sheet
Details of Consolidation
December 31, 2002

                                                                                                 Petsmarketing     Hartville
                                                                  Hartville       Hartville     Insurance.com       Insurance
                                    Total        Eliminations    Group, Inc.    Equestrian, Inc.   Agency, Inc.   Company, LTD
<S>                             <C>             <C>             <C>             <C>                <C>            <C>
                                ASSETS
Current Assets
  Cash                          $      601,807  $           -   $           78  $               -  $     115,824  $     485,905
  Commissions receivable               105,658              -                -            105,658              -
  Other receivable                     168,773       (155,000)           6,250            103,000        194,795         19,728
  Prepaid expense                       51,358              -                -                  -         21,517         29,841
                                --------------  --------------  --------------  -----------------  -------------  -------------
                                       927,596       (155,000)           6,328            103,000        437,794        535,474
Fixed Assets
  Property and equipment - net         100,345              -                -                  -        100,345              -
  Deferred policy acquisition
     costs '- net                      452,563              -                -                  -        452,563              -
                                --------------  --------------  --------------  -----------------  -------------  -------------
                                       552,908              -                -                  -        552,908              -
Other Assets
  Licensing fees - net                  26,470              -                -                  -         26,470              -
  Other non-current assets             285,801              -                -                665        285,136              -
  Investments                              156              -              156                  -              -              -
                                --------------  --------------  --------------  -----------------  -------------  -------------
                                       312,427              -              156                665        311,606              -
                                --------------  --------------  --------------  -----------------  -------------  -------------

                                $    1,792,931  $    (155,000)  $        6,484  $         103,665  $   1,302,308  $     535,474
                                ==============  ==============  ==============  =================  =============  =============
</TABLE>


See accompanying notes to financial statements

<PAGE>

<TABLE>
<CAPTION>

Hartville Group, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Balance Sheet
Details of Consolidation
September 30, 2002

                                                                                                  Petsmarketing     Hartville
                                                                  Hartville       Hartville      Insurance.com       Insurance
                                  Total        Eliminations     Group, Inc.     Equestrian, Inc.    Agency, Inc.    Company, LTD
<S>                          <C>              <C>             <C>              <C>                 <C>             <C>
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts payable                   78,422   $    (155,000)  $       25,058   $         155,565   $      38,799   $      14,000
  Accrued expenses                   61,529               -                -                   -          54,557           6,972
  Premium deposits                  390,516               -                -                   -         390,516               -
  Unearned commissions                    -               -                -                   -               -               -
  Due to fronting carrier            46,630               -                -                   -               -          46,630
  Current portion
  long-term debt                     15,045               -                -                   -          15,045               -
                             ---------------  --------------  ---------------  ------------------  --------------  --------------
                                    592,142        (155,000)          25,058             155,565         498,917          67,602
Long-Term Debt                        3,974               -                -                   -           3,974               -
                             ---------------  --------------  ---------------  ------------------  --------------  --------------

Total Liabilities                   596,116        (155,000)          25,058             155,565         502,891          67,602

Stockholders' Equity
  Common stock                        3,027          (1,100)           3,027                 100               -           1,000
  Additional paid capital         1,652,293           1,100          126,879                   -       1,025,314         499,000
  Deficit accumulated              (408,505)              -         (148,480)             (2,000)       (225,897)        (32,128)
  Stock purchase receivable         (50,000)              -                -             (50,000)              -               -
                             ---------------  --------------  ---------------  ------------------  --------------  --------------
                                  1,196,815               -          (18,574)            (51,900)        799,417         467,872
                             ---------------  --------------  ---------------  ------------------  --------------  --------------

                             $    1,792,931   $    (155,000)  $        6,484   $         103,665   $   1,302,308   $     535,474
                             ===============  ==============  ===============  ==================  ==============  ==============
</TABLE>


See accompanying notes to financial statements

<PAGE>

<TABLE>
<CAPTION>

Hartville Group, Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statement of Income
Details of Consolidation
For the Nine Months Ended September 30, 2002

                                                                                                Petsmarketing      Hartville
                                                                 Hartville       Hartville      Insurance.com       Insurance
                                  Total       Eliminations     Group, Inc.     Equestrian, Inc.   Agency, Inc.    Company, LTD
<S>                          <C>              <C>            <C>              <C>                 <C>            <C>
Commissions and fees income  $      865,723   $           -  $            -   $               -   $     865,723  $           -
Premiums                            930,303               -               -                   -               -        930,303
                             ---------------  -------------  ---------------  ------------------  -------------  --------------
                                  1,796,026               -               -                   -         865,723        930,303

Losses and expenses                 662,904               -               -                   -               -        662,904
Ceded costs                         283,562               -               -                   -               -        283,562
General and administrative          833,623               -               -               5,000         777,951         50,672
                             ---------------  -------------  ---------------  ------------------  -------------  --------------
                                  1,780,089               -               -               5,000         777,951        997,138

Operating loss                       15,937               -               -              (5,000)         87,772        (66,835)

Other income                         45,062               -               -               3,000          34,236          7,826
Other expenses                      (24,980)              -         (24,980)                  -               -              -
                             ---------------  -------------  ---------------  ------------------  -------------  --------------

Loss before taxes                    36,019               -         (24,980)             (2,000)        122,008        (59,009)

Tax provisions                            -               -               -                   -               -              -
                             ---------------  -------------  ---------------  ------------------  -------------  --------------

NET LOSS                     $       36,019   $           -  $      (24,980)  $          (2,000)  $     122,008  $     (59,009)
                             ===============  =============  ===============  ==================  =============  ==============
</TABLE>


See accompanying notes to financial statements

<PAGE>