UNITED STATES
                      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 September 30, 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:  $1,284,260

State  the  aggregate market value of the voting stock held by non-affiliates of
the  issuer  (based upon 1,011,244 shares held by non-affiliates and the closing
price  of  $.90  per share for Common Stock in the over-the-counter market as of
January 13, 2003):  $910,120


Number  of  shares of the issuer's common stock, par value $.001, outstanding as
of  February 18, 2003  :  3,011,244  shares.

DOCUMENTS  INCORPORATED  BY  REFERENCE:  none

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

<TABLE>
<CAPTION>


                              HARTVILLE GROUP, INC.
                                  Form  10-KSB

                               Table  of  Contents


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

                                     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 $3,783,323 for
the  nine  months  ended September 30, 2002 and projects $6,000,000 for the year
ended  December  31,  2002 and $17,000,000 by 2005.  Loss (claims) ratio for the
program  from 1998 to 2000 on a pure basis was 58%.  The pure loss ratio for the
first  nine  months of 2002 has been 45%.  The loss ratio for these periods with
loss  allowance  expense  (LAE)  was 65% for 1998 to 2000 and 51% 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  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.

     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.

The  reverse  merger  transaction with Venturelist.com, Inc. gives 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.

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  September  30,  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 September 30,2002 is based on
information  received  from  Bloomberg  L.P.,  the  NASDAQ  Trading  and  Market
Services,  and  a  company  market  maker.

<PAGE>

     Year  ended  September  30,2002

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


     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 September 30,2002, there were approximately 60 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.

     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  are  3,011,244  shares  of  the  Registrant's  common  stock outstanding.

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  under  writing  profit.  The  business risk ceded--assumed--by the
company  has  historically  been  approximately  20%  of  premiums  written.

     The company maintains a staff of 15 personnel. The staff reviews all policy
applications  and  issues  policies;  The  staff  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.

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

     Premiums  written  for  the  9-month  period ending September 30, 2002 were
$3,783,323.  This  resulted  in  gross revenue of $1,284,260, 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 $1,386,512 for the nine months ended September
30, 2002.  The increase in operating expenses is principally due to the increase
in  ceded  costs.

     Operating  loss  decreased from 11,229 for the year ended December 31, 2001
to  102,252  for  the  nine  months  ended  September  30,  2002.

     The  net  loss  for the nine months ended September 30, 2002 was $62,731 or
$.03 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. The
company  will  be changing back to a calendar year basis for insurance purposes,
thus  filing  another  10-KSB  for  the  period  ending  December  31,  2002.

<PAGE>

     The  company  had an accumulated deficit of $507,255 at September 30, 2002.

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

     As  of September 30, 2002, the company had cash of $768,901, current assets
of  $1,018,932  and  working  capital  of  $525,044.  The  company  has  been
experiencing  losses  since inception. The losses have been getting smaller each
year. Management projects that the 12 month period ending December 31, 2002 will
show  a  profit.

     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.

     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  expects to operate profitably beginning in the quarter ended
December  31,  2002.

Item  7  Financial  Statements  And  Supplementary  Date
---------------------------------------------------------

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. 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 addresssed
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 has requested that Malone review the disclosure and Malone has
been  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.


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

<PAGE>

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     0

      Kris Lafour, Chief Executive Officer    2002          -(1)

      Steve Bauman, Chief Executive Officer   2001        $25,583(2)
(1)  Mr.  Lafour,  Former  Chief Executive Officer of Venturelist.Com, Inc., was
     paid  by  M&A  West,  Inc.,  our  former  parent  company.
(2)  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 plain at this time.  Officers and directors are elected annually.



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

<TABLE>
<CAPTION>


The  following  is  a  listing  of  security ownership of management and certain beneficial  owners  of  the
Issuer's securities as of February 18, 2003.  On that date there were 3,011,244 shares of the Issuer's stock issued
and outstanding.


Name                                                                  Title         Number of Shares   Percentage
                                                               Beneficially owned         owned
<S>                                                            <C>                  <C>                <C>
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

Total Officers and Directors as a group . . . . . . . . . . .                                 251,000           8%
                                                                                             ---------         ----
Total Shareholders. . . . . . . . . . . . . . . . . . . . . .                               3,011,244          100%
                                                                                             ---------         ----


<FN>


     (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.
</TABLE>

<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.

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

Index  to  Exhibits


     Exhibit  No.       Identification  of  Exhibit


     3.1  (1)           Amended  and  restated  Articles  of  Incorporation

     3.2  (1)           By-Laws  of  Venturelist.com

     4.1  (1)           Form  of  Specimen  of  common  stock

    10.8(2)             Exchange  Agreement  between  Hartville Group,  Inc.
                        Formerly  Venturelist  .com,  Inc., and  Hartville
                        Equestrian,  Inc.,  Formerly  Hartville Group,  Inc.

    10.9(2)             Certificate of Amendment to Articles of Incorporation.

    99.1(3)             CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
                        18 U.S.C. SECTION 1350

<PAGE>

     (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.
     (3)  Filed  as an Exhibit to the Company's Form 10-KSB filed on January 13,
2003.


     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.

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:  February 19, 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 February 19,  2003
-----------------------------                             -------------------
W.  Russell  Smith  III
President  and  Director



/S/Robert  L.  Cashman                             Dated  February 19,  2003
------------------------                                  -------------------
Robert  L.  Cashman
Secretary  and  Director


/s/  Dr.Tom  Neuzil                                Dated  February 19,  2003
---------------------                                     -------------------
Dr.  Tomas  Neuzil,  Director

<PAGE>

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  September  30, 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  periods  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  presentationI 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 September 30, 2002 and December 31, 2001, and
the results of their operations and their cash flows for the periods then ended,
in  conformity  with  generally  accepted  accounting principles accepted in the
United  States  of  America.



/s/ Terance L. Kelley
----------------------
Terance  L.  Kelley
November  7,  2002

<PAGE>

<TABLE>
<CAPTION>


                     Hartville Group, Inc. and Subsidiaries
                          (A Development Stage Company)
                          Consolidated Balance Sheets
                    September 30, 2002 and December 31,2001

                                                  September 30,   December 31,
                                                          2002            2001
    ASSETS
<S>                                              <C>            <C>         <C>      <C>
Current Assets
  Cash. . . . . . . . . . . . . . . . . . . . .  $     768,901  $  896,553
  Commissions receivable. . . . . . . . . . . .         14,002      50,911
  Other receivables . . . . . . . . . . . . . .        165,817      12,478
  Prepaid expenses. . . . . . . . . . . . . . .         20,212      32,862

    Total Current Assets. . . . . . . . . . . .        968,932     992,804

Fixed Assets
  Property and equipment - net. . . . . . . . .        104,205      92,024
  Deferred policy acquisition costs- net. . . .        324,026     220,484
                                                       428,231     312,508
Other Assets
  Licensing fees. Less accumulated
    amortization of $21,324 and $14,706 . . . .         28,676      35,294
  Other non-current assets. . . . . . . . . . .        172,800     163,774

                                                       201,476     199,068

    Total Assets. . . . . . . . . . . . . . . .  $   1,598,639  $1,504,380

See accompanying notes to financial statements.
</TABLE>

<TABLE>
<CAPTION>


                     Hartville Group, Inc. and Subsidiaries
                          (A Development Stage Company)
                          Consolidated Balance Sheets
                    September 30, 2002 and December 31,2001


                                                  September 30,      December 31,
                                                          2002              2001
LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                              <C>              <C>
Current Liabilities
  Accounts payable. . . . . . . . . . . . . . .  $       66,673   $      37,452
  Accrued expenses. . . . . . . . . . . . . . .          47,502          29,797
  Premium deposits. . . . . . . . . . . . . . .         308,851         189,675
  Unearned commissions. . . . . . . . . . . . .             751          30,062
  Reserve for loss. . . . . . . . . . . . . . .               -               -
  Due to fronting carrier . . . . . . . . . . .          53,073               -
  Current portion of long-term debt . . . . . .          17,038           8,877

    Total Current Liabilities . . . . . . . . .         493,888         295,863

Long-Term Debt. . . . . . . . . . . . . . . . .           6,842           4,127

    Total Liabilities . . . . . . . . . . . . .         500,730         299,990

Stockholders' Equity
  Common stock, 50,000,000
    shares authorized: $.001 par value;
    3,011,244 shares issued and
    outstanding at September 30 . . . . . . . .           3,011           2,001
  Additional paid in capital. . . . . . . . . .       1,652,153       1,523,413
  Deficit accumulated during development stage.        (507,255)       (321,024)
  Stock purchase receivable . . . . . . . . . .         (50,000)              -

                                                      1,097,909       1,204,390

    Total Liabilities and Stockholders' Equity.  $    1,598,639   $   1,504,380

See accompanying notes to financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                     Hartville Group, Inc. and Subsidiaries
                          (A Development Stage Company)
                        Consolidated Statement of Income
For the Nine Months Ended September 30, 2002, for the Year Ended December 31, 2001, and for the
Period From March 1, 2000 (Date of Inception) Through September 30, 2002 (Since Inception)



                                           September 30,          December 31,                  Since
                                                 2002                     2001              Inception
<S>                                                                         <C>
Commissions                                  $599,118                  $599,499. . . . . .$1,506,738
Premiums                                      685,142. . . . . . . . . .637,749            1,322,891

                                            1,284,260                 1,237,248            2,829,629

Losses and expenses                           211,312                   382,649              593,961
Ceded costs                                   502,164                   216,092              718,256
General and administrative                    673,036                   649,736            1,770,974

                                            1,386,512                 1,248,477            3,083,191

Operating loss                               (102,252)                  (11,229)           (253,562)

Other income                                   39,521                       721               74,909

Other expense                                                                              (205,052)

Loss before taxes                             (62,731)                  (10,508)           (383,705)
Net loss per common share                      ($0.03)                   ($0.01)
Weighted average common shares outstanding   2,068,350                 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 September 30, 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
  Net Loss                                      -        -           -       (62,731)         (62,731)

Balance September 30, 2002              3,011,244   $3,011  $1,652,153     $(507,255)       $1,147,909
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                     Hartville Group, Inc. and Subsidiaries
                          (A Development Stage Company)
                      Consolidated Statement of Cash Flows
  For the Nine Months Ended September 30, 2002, for the Year Ended December 31, 2001, and for the
   Period From March 1, 2000 (Date of Inception) Through September 30, 2002 (Since Inception)

                                                                   September 30,   December 31,        Since
                                                                           2002           2001     Inception
<S>                                   <C>                        <C>                   <C>               <C>
Cash flows from operating activities
  Net loss                                                            $(62,731)    $(10,508)       $(383,755)
  Adjustments to reconciliation net loss to net
    cash provided by operating activities
    Depreciation                                                        29,682       31,027           78,653
    Amortization                                                        57,539       52,014          115,435
    Decrease/(increase) commissions receivable                          36,909       86,489          (14,002)
    (Increase) Other receivables                                      (153,339)     (12,478)        (165,817)
    Decrease/(increase) Prepaid expenses                                12,650      (29,976)         (20,212)
    (Increase) Licensing fees                                                -            -          (50,000)
    Increase Accounts payable                                           47,221       (8,675)          84,673
    Increase Accrued expenses                                           17,705       29,747           47,502
    Increase Premium deposits                                          119,176      189,675          308,851
    (Decrease)/increase Unearned commissions                           (29,311)      30,062              751
    Increase)/(decrease) Due to fronting carrier                        35,073            -           35,073
Net Cash Provided by /(Used for) Operating Activities                  110,574      357,377           37,152

Cash Flows from Investing Activities
    Increase in Stock purchase receivable                              (50,000)           -          (50,000)
    Increase Deferred policy acquisition costs                        (154,464)    (263,673)        (418,137)
    Increase Property and equipment                                    (41,862)     (45,445)        (182,858)
    Increase Other non-current assets                                   (9,026)      (5,891)        (172,800)

Net Cash Used for Investing Activities                                (255,352)    (315,009)        (823,795)

Cash Flows from Financing Activities
    Proceeds from notes payable                                         21,406       17,807          221,624
    Payment on notes payable                                           (10,530)    (187,214)        (197,744)
    Issuance of Common stock                                               250            -            2,412
    Contributed capital                                                  6,000    1,015,086        1,529,252

Net Cash Provided from Financing Activities                             17,126      845,679        1,555,544

Net Increase in Cash and Cash Equivalents                             (127,652)     888,047          768,901

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

Cash and Cash Equivalents - Ending                                    $768,901     $896,553         $768,901

See accompanying notes to financial statements
</TABLE>

<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 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 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. (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,  IncSince  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 is
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)

                               September 30, 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  yearend  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)

                               September 30, 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 bases 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  September  30,  2002  were $418,137 with accumulated
amortization  through  that  date  of $94,111.  The impact of this change on the
Company's  earnings  through  September  30,  2002 would have been an additional
$18,000  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)

                               September 30, 2002

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

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

The  Company  has  expended  $164,707  in  software  development  costs  through
September  30,  2002 for internal use software.  The Company will amortize these
costs over its estimated useful life, which as not been determined at this time,
once  the  development  stage  is  complete.  The  Company  is  still  actively
developing  this  software.

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 $164,707.  As of September 30,
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)

                               September 30, 2002

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

<TABLE>
<CAPTION>


Property and equipment are summarized by major classifications as follows:

                                                               September 30,    December 31,
                                                                       2002             2001
                                                              ---------------  --------------
<S>                                                           <C>              <C>

Furniture and fixtures . . . . . . . . . . . . . . . . . . .          $4,727          $3,360
Equipment. . . . . . . . . . . . . . . . . . . . . . . . . .         111,669          81,690
Software . . . . . . . . . . . . . . . . . . . . . . . . . .          55,563          45,744
Leasehold Improvements . . . . . . . . . . . . . . . . . . .          10,899          10,202
                                                              ---------------  --------------
                                                                     182,858         140,996
Less:  accumulated depreciation. . . . . . . . . . . . . . .         (78,653)        (48,972)
                                                              ---------------  --------------
                                                                    $104,205         $92,024
                                                                    ========         ========

Deferred policy acquisition costs are summarized as follows:
                                                                September 30,    December 31,
                                                                        2002            2001
                                                              ---------------  --------------
Deferred policy acquisition costs. . . . . . . . . . . . . .        $418,137        $263,673
Less: accumulated amortization . . . . . . . . . . . . . . .         (94,111)        (43,189)
                                                              ---------------  --------------
                                                                    $324,026        $220,484
                                                                    ========         ========
</TABLE>

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  September  30,  2002  was  $6,477.  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  September  30, 2002 was $17,403. The equipment financed secures
the  note.

<PAGE>

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

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               September 30, 2002

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

Maturities  on  long-term  debt  are  as  follows:
     Year  ending  December  31,
                     2002     $14,390
                     2003     $15,045
                     2004     $ 4,975

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

The  Company  has  a  net  operating loss carryforward of approximately $384,000
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:
                                                  September 30,
     CURRENT                                               2001
                                                           ----

     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
                        2002               26,000
                        2003               26,000
                        2004               26,000

<PAGE>

                     HARTVILLE GROUP, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                               September 30, 2002


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

     Year ending December 31        Amount
                        2003         8,677
                                 ---------

                       Total     $  86,667
                                    ======
Rental expense was approximately $19,686 for the nine months ended September 30,
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:

<TABLE>
<CAPTION>

                                Inception to date

                                          2002            2001
                                        Treaty          Treaty            Total
                                       ------          ------           -------

<S>                            <C>                            <C>
     Premiums                        $272,318       $1,050,573       $1,322,891

     Losses  and  expenses             63,632          821,181          884,813
     Ceded  costs                      81,695          345,709          427,404
                                     ---------         -------          -------

     Underwriting  Profit/(Loss)     $126,991        $(116,317)         $10,674
                                    ==========       ==========      ==========

</TABLE>

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

At  September  30,  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)

                               September 30, 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.

<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
September 30, 2002, which are presented in the preceding section of this report.
The  supplementary information as of and for the nine months ended September 30,
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
November  7,  2002

<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>
      ASSETS
Current Assets
  Cash                                 $768,901             $-           $100                 $-       $345,702       $423,099
  Commissions receivable                 14,002              -                                 -         14,002              -
  Other receivable                      165,817       (155,100)         6,250            100,000        114,667        100,000
  Prepaid expense                        20,212              -              -                  -         17,935          2,277
                                        968,932       (155,100)         6,350            100,000        492,306        525,376
Fixed Assets
  Property and equipment - net          104,205              -              -                  -        104,205              -
  Deferred policy acquisition costs
    - net                               324,026              -              -                  -        324,026              -
                                        428,231              -              -                  -        428,231              -
Other Assets
  Licensing fees - net                   28,676              -              -                  -         28,676              -
  Other non-current assets              172,800              -              -                665        172,135              -
  Investments                                 -              -              -                  -              -              -
                                        201,476              -              -                665        200,811              -

                                     $1,598,639      $(155,100)        $6,350           $100,665     $1,121,348       $525,376
</TABLE>

<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               66,673       $(155,100)          $100            $155,565         $66,108              $-
  Accrued expenses               47,502               -              -                   -          42,502           5,000
  Premium deposits              308,851               -              -                   -         308,851               -
  Unearned commissions              751               -              -                   -             751               -
  Due to fronting carrier        53,073               -              -                   -               -          53,073
  Current portion long-term
    debt                         17,038               -              -                   -          17,038               -
                                493,888        (155,100)           100             155,565         435,250          58,073
Long-Term Debt                    6,842               -              -                   -           6,842               -
Total Liabilities               500,730        (155,100)           100             155,565         442,092          58,073
Stockholders' Equity
  Common stock                    3,011          (1,100)         3,011                 100               -           1,000
  Additional paid capital     1,652,153           1,100        126,739                   -       1,025,314         499,000
  Deficit accumulated          (507,255)              -       (123,500)             (5,000)       (346,058)        (32,697)
  Stock purchase receivable     (50,000)              -              -             (50,000)              -               -
                              1,097,909               -          6,250             (54,900)        679,256         467,303
                             $1,598,639       $(155,100)        $6,350            $100,665      $1,121,348        $525,376
</TABLE>

<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>

Commissions and fees income      $599,118              $-              $-            $-            $599,118             $-
Premiums                          685,142               -               -             -                   -        685,142
                                1,284,260               -               -             -             599,118        685,142

Losses and expenses               211,312               -               -             -                   -        211,312
Ceded costs                       502,164               -               -             -                   -        502,164
General and administrative        673,036               -               -          5,000            631,507         36,529
                                1,386,512               -               -          5,000            631,507        750,005

Operating loss                   (102,252)              -               -         (5,000)           (32,389)      (64,863)

Other income                       39,521               -               -              -             34,236          5,285
Other expenses                          -               -               -              -                  -              -

Loss before taxes                 (62,731)              -               -         (5,000)             1,847       (59,578)

Tax provisions                          -               -               -              -                  -              -

NET LOSS                         $(62,731)             $-              $-        $(5,000)            $1,847      $(59,578)

See accompanying notes to financial statements
</TABLE>

<PAGE>