content: Registration  No.  33-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                HARTVILLE GROUP, INC.
                                --------------- -----
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
              NEVADA                                           94-3360099
        ------------------                              -----------------------
  (STATE OR OTHER JURISDICTION                                (IRS EMPLOYER
         OF INCORPORATION)                                  IDENTIFICATION NO.)
  
  7551 NORTH MAIN STREET, NORTH CANTON, OHIO                     44720
  -------------------------------------------                   ---------
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
  
  
  
                        2003 NON-QUALIFIED STOCK OPTION PLAN
                        ------------------------------------
                              (FULL TITLE OF THE PLAN)
  
  
                                                Copy to:
            W.  Russell  Smith  III               David M. Loev,Attorney at Law
            Hartville Group, Inc.                 2777 Allen Parkway
            7551 North Main Street                440 Louisiana, Suite 475
            North Canton, Ohio 44720              Houston, Texas 77002
            (330)  305-1352                       (713) 524-4110
            (NAME, ADDRESS AND TELEPHONE
             NUMBER OF AGENT FOR SERVICE)
  
  
       APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
  AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
  
  
  <TABLE>
  <CAPTION>
  
                          CALCULATION OF REGISTRATION FEE
  
                                                PROPOSED MAXIMUM     PROPOSED MAXIMUM     AMOUNT OF
  TITLE OF SECURITIES            AMOUNT TO BE   OFFERING PRICE PER   AGGREGATE OFFERING   REGISTRATION
  TO BE REGISTERED               REGISTERED        SHARE (1)               PRICE              FEE
  -----------------------------  ------------  --------------------  -------------------  -------------
  <S>                            <C>           <C>                   <C>                  <C>
  Common Stock, $.001 par value  2,500,000     $.75                  $1,875,000           $172.50
  -----------------------------  ------------  --------------------  -------------------  -------------
  <FN>
  
  
  (1)  Calculated  in  accordance  with  Rule  457(c)  solely  for  the purpose of
       determining  the  registration  fee.  The  offering  price  is based on the
       average  bid  and asked price as reported on the Nasdaq Electronic Bulletin
       Board  on  February  13,  2003.
  </TABLE>
  
  <PAGE>
  
                                       PART I
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
  
  ITEM 1.     PLAN INFORMATION
  
       Information required by Item 1 is included in documents sent or given to
  participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
  
  ITEM 2.     REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
  
       Information required by Item 2 is included in documents sent or given to
  participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
  
  <PAGE>
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
  
       The following documents filed with the Securities and Exchange Commission
  (the "Commission") are incorporated by reference into this Registration
  Statement and are made a part hereof:
  
  (a)  The  Company's  Annual  Report  filed  on  January  13, 2003 on Form 10KSB.
  (b)  All  other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
       Act  since the end of the fiscal year covered by the Annual Report filed on
       January  13,  2003.
  
       All reports and other documents subsequently filed by the Company pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  as amended, prior to the filing of a post-effective amendment which indicates
  that all securities offered hereby have been sold or which deregisters all
  securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be a part hereof from the date of the filing of such
  reports and documents.
  
  ITEM 4.     DESCRIPTION OF SECURITIES
  
  COMMON STOCK
  
       GENERAL.  COMMON STOCK
  
       The Company is authorized to issue 50,000,000 shares of common stock, par
  value of $.001 per share.
  
       The holders of shares of common stock are entitled to one vote per share on
  each matter submitted to a vote of stockholders.  In the event of liquidation,
  holders of common stock are entitled to share ratably in the distribution of
  assets remaining after payment of liabilities, if any.  Holders of common stock
  have no cumulative voting rights, and, accordingly, the holders of a majority of
  the outstanding shares have the ability to elect all of the directors.  Holders
  of common stock have no preemptive or other rights to subscribe for shares.
  Holders of common stock are entitled to such dividends as may be declared by the
  board of directors out of funds legally available therefor.
  
       DIVIDEND POLICY.  To date, the Company has not paid any dividends on its
  common stock.  The payment of dividends, if any, in the future is within the
  discretion of the Board of Directors and will depend upon the Company's
  earnings, its capital requirements and financial condition and other relevant
  factors.  The Board does not intend to declare any dividends in the foreseeable
  future, but instead intends to retain all earnings, if any, for use in the
  Company's business operations.
  
  ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       The Company's Articles of Incorporation, as amended and restated, eliminate
  the personal liability of directors to the Company or its stockholders for
  monetary damages for breach of fiduciary duty to the extent permitted by Nevada
  law.  The Company's Bylaws provide that the Company shall have the power to
  indemnify its officers and directors to the extent permitted by Nevada law.
  Nevada law authorizes a corporation to indemnify directors, officers, employees
  or agents of the corporation in non-derivative suits if such party acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interest of the corporation and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful, as
  determined in accordance with Nevada law.
  
       The provisions affecting personal liability do not abrogate a director's
  fiduciary duty to the Company and its shareholders, but eliminate personal
  liability for monetary damages for breach of that duty.   The provisions do not,
  however, eliminate or limit the liability of a director for failing to act in
  good faith, for engaging in intentional misconduct or knowingly violating a law,
  for authorizing the illegal payment of a dividend or repurchase of stock, for
  obtaining an improper personal benefit, for breaching a director's duty of
  loyalty, which is generally described as the duty not to engage in any
  transaction which involves a conflict between the interest of the Company and
  those of the director, or for violations of the federal securities laws.
  
  <PAGE>
  
       The provisions regarding indemnification provide, in essence, that the
  Company will indemnify its directors against expenses (including attorneys
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred in connection with any action, suit or proceeding arising out of the
  director's status as a director of the Company, including actions brought by or
  on behalf of the Company (shareholder derivative actions). The provisions do not
  require a showing of good faith.  Moreover, they do not provide indemnification
  for liability arising out of willful misconduct, fraud, or dishonesty, for
  "short-swing" profits violations under the federal securities laws, for the
  receipt of illegal remuneration or if the director received a benefit in money,
  property or services to which the director is not legally entitled.  The
  provisions also do not provide indemnification for any liability to the extent
  such liability is covered by insurance.
  
       The provisions also limit or indemnify against liability resulting from
  grossly negligent decisions including grossly negligent business decisions
  relating to attempts to change control of the Company.
  
  ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED
  
       Not applicable.
  
  ITEM 8.     EXHIBITS
  
       4.1     2003 Non-Qualified Stock Option Plan
       5.1     Opinion and consent of David M. Loev, Attorney at Law re: the
               legality of the shares being registered
       23.1    Consent of David M. Loev, Attorney at Law (included in Exhibit 5.1)
       23.2    Consent of Terance  L.  Kelley
  
  ITEM 9.     UNDERTAKINGS
  
       (a)     The registrant hereby undertakes:
  
       (1)     To file, during any period in which offers or sells are being made,
  a post-effective amendment to this registration statement to include any
  material information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to such
  information in the registration statement.
       (2)     That, for the purpose of determining liability under the Securities
  Act of 1933, each post-effective amendment shall be treated as a new
  registration statement of the securities offered, and the offering of the
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
       (3)     To file a post-effective amendment to remove from registration any
  of the securities that remain unsold at the end of the offering.
       (b)     The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       (c)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  
  <PAGE>
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of North Canton, Ohio on the 19th day of February 2003.
  
                                HARTVILLE GROUP, INC.
  
  
                            BY: /s/ W. Russell Smith III
  
                          W. Russell Smith III, President
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  SIGNATURES                              TITLE                         DATE
  ----------                              -----                         ----
  
  
  /s/ W. Russell Smith III      President and Director          February 19, 2003
  -------------------------
  W. Russell Smith III
  
  /s/ Robert L. Cashman         Secretary and Director          February 19, 2003
  -------------------------
  Robert L. Cashman
  
  /s/ Dr. Tom Neuzil            Director                        February 19, 2003
  -------------------------
  Dr. Tom Neuzil
  
  <PAGE>
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 13145}]
metadata_filer: {"company-data": {"conformed-name": "HARTVILLE GROUP  INC", "cik": "0001126960", "assigned-sic": "7389", "irs-number": "943860099", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103319", "film-number": "03573070"}, "business-address": {"street1": "583 SAN MATEO AVE", "city": "SAN BRUNO", "state": "CA", "zip": "94066", "phone": "6505882678"}, "mail-address": {"street1": "583 SAN MATEO AVE", "city": "SAN BRUNO", "state": "CA", "zip": "94066"}, "former-company": {"former-conformed-name": "VENTURELIST COM INC", "date-changed": "20001024"}}
text: Registration  No.  33-
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                HARTVILLE GROUP, INC.
                                --------------- -----
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
  
              NEVADA                                           94-3360099
        ------------------                              -----------------------
  (STATE OR OTHER JURISDICTION                                (IRS EMPLOYER
         OF INCORPORATION)                                  IDENTIFICATION NO.)
  
  7551 NORTH MAIN STREET, NORTH CANTON, OHIO                     44720
  -------------------------------------------                   ---------
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
  
                        2003 NON-QUALIFIED STOCK OPTION PLAN
                        ------------------------------------
                              (FULL TITLE OF THE PLAN)
  
                                                Copy to:
            W.  Russell  Smith  III               David M. Loev,Attorney at Law
            Hartville Group, Inc.                 2777 Allen Parkway
            7551 North Main Street                440 Louisiana, Suite 475
            North Canton, Ohio 44720              Houston, Texas 77002
            (330)  305-1352                       (713) 524-4110
            (NAME, ADDRESS AND TELEPHONE
             NUMBER OF AGENT FOR SERVICE)
  
       APPROXIMATE DATE OF PROPOSED SALES PURSUANT TO THE PLAN:  FROM TIME TO TIME
  AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
  CALCULATION OF REGISTRATION FEE
  
                                                PROPOSED MAXIMUM     PROPOSED MAXIMUM     AMOUNT OF
  TITLE OF SECURITIES            AMOUNT TO BE   OFFERING PRICE PER   AGGREGATE OFFERING   REGISTRATION
  TO BE REGISTERED               REGISTERED        SHARE (1)               PRICE              FEE
  -----------------------------  ------------  --------------------  -------------------  -------------
  Common Stock, $.001 par value  2,500,000     $.75                  $1,875,000           $172.50
  -----------------------------  ------------  --------------------  -------------------  -------------
  (1)  Calculated  in  accordance  with  Rule  457(c)  solely  for  the purpose of
       determining  the  registration  fee.  The  offering  price  is based on the
       average  bid  and asked price as reported on the Nasdaq Electronic Bulletin
       Board  on  February  13,  2003.
  PART I
  
                  INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
  
  ITEM 1.     PLAN INFORMATION
  
       Information required by Item 1 is included in documents sent or given to
  participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
  
  ITEM 2.     REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
  
       Information required by Item 2 is included in documents sent or given to
  participants in the Plan pursuant to Rule 428(b)(1) of the Securities Act.
  PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE
  
       The following documents filed with the Securities and Exchange Commission
  (the "Commission") are incorporated by reference into this Registration
  Statement and are made a part hereof:
  
  (a)  The  Company's  Annual  Report  filed  on  January  13, 2003 on Form 10KSB.
  (b)  All  other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
       Act  since the end of the fiscal year covered by the Annual Report filed on
       January  13,  2003.
  
       All reports and other documents subsequently filed by the Company pursuant
  to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
  as amended, prior to the filing of a post-effective amendment which indicates
  that all securities offered hereby have been sold or which deregisters all
  securities then remaining unsold, shall be deemed to be incorporated by
  reference herein and to be a part hereof from the date of the filing of such
  reports and documents.
  
  ITEM 4.     DESCRIPTION OF SECURITIES
  
  COMMON STOCK
  
       GENERAL.  COMMON STOCK
  
       The Company is authorized to issue 50,000,000 shares of common stock, par
  value of $.001 per share.
  
       The holders of shares of common stock are entitled to one vote per share on
  each matter submitted to a vote of stockholders.  In the event of liquidation,
  holders of common stock are entitled to share ratably in the distribution of
  assets remaining after payment of liabilities, if any.  Holders of common stock
  have no cumulative voting rights, and, accordingly, the holders of a majority of
  the outstanding shares have the ability to elect all of the directors.  Holders
  of common stock have no preemptive or other rights to subscribe for shares.
  Holders of common stock are entitled to such dividends as may be declared by the
  board of directors out of funds legally available therefor.
  
       DIVIDEND POLICY.  To date, the Company has not paid any dividends on its
  common stock.  The payment of dividends, if any, in the future is within the
  discretion of the Board of Directors and will depend upon the Company's
  earnings, its capital requirements and financial condition and other relevant
  factors.  The Board does not intend to declare any dividends in the foreseeable
  future, but instead intends to retain all earnings, if any, for use in the
  Company's business operations.
  
  ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
       The Company's Articles of Incorporation, as amended and restated, eliminate
  the personal liability of directors to the Company or its stockholders for
  monetary damages for breach of fiduciary duty to the extent permitted by Nevada
  law.  The Company's Bylaws provide that the Company shall have the power to
  indemnify its officers and directors to the extent permitted by Nevada law.
  Nevada law authorizes a corporation to indemnify directors, officers, employees
  or agents of the corporation in non-derivative suits if such party acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interest of the corporation and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful, as
  determined in accordance with Nevada law.
  
       The provisions affecting personal liability do not abrogate a director's
  fiduciary duty to the Company and its shareholders, but eliminate personal
  liability for monetary damages for breach of that duty.   The provisions do not,
  however, eliminate or limit the liability of a director for failing to act in
  good faith, for engaging in intentional misconduct or knowingly violating a law,
  for authorizing the illegal payment of a dividend or repurchase of stock, for
  obtaining an improper personal benefit, for breaching a director's duty of
  loyalty, which is generally described as the duty not to engage in any
  transaction which involves a conflict between the interest of the Company and
  those of the director, or for violations of the federal securities laws.
  The provisions regarding indemnification provide, in essence, that the
  Company will indemnify its directors against expenses (including attorneys
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred in connection with any action, suit or proceeding arising out of the
  director's status as a director of the Company, including actions brought by or
  on behalf of the Company (shareholder derivative actions). The provisions do not
  require a showing of good faith.  Moreover, they do not provide indemnification
  for liability arising out of willful misconduct, fraud, or dishonesty, for
  "short-swing" profits violations under the federal securities laws, for the
  receipt of illegal remuneration or if the director received a benefit in money,
  property or services to which the director is not legally entitled.  The
  provisions also do not provide indemnification for any liability to the extent
  such liability is covered by insurance.
  
       The provisions also limit or indemnify against liability resulting from
  grossly negligent decisions including grossly negligent business decisions
  relating to attempts to change control of the Company.
  
  ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED
  
       Not applicable.
  
  ITEM 8.     EXHIBITS
  
       4.1     2003 Non-Qualified Stock Option Plan
       5.1     Opinion and consent of David M. Loev, Attorney at Law re: the
               legality of the shares being registered
       23.1    Consent of David M. Loev, Attorney at Law (included in Exhibit 5.1)
       23.2    Consent of Terance  L.  Kelley
  
  ITEM 9.     UNDERTAKINGS
  
       (a)     The registrant hereby undertakes:
  
       (1)     To file, during any period in which offers or sells are being made,
  a post-effective amendment to this registration statement to include any
  material information with respect to the plan of distribution not previously
  disclosed in the registration statement or any material change to such
  information in the registration statement.
       (2)     That, for the purpose of determining liability under the Securities
  Act of 1933, each post-effective amendment shall be treated as a new
  registration statement of the securities offered, and the offering of the
  securities at that time shall be deemed to be the initial bona fide offering
  thereof.
       (3)     To file a post-effective amendment to remove from registration any
  of the securities that remain unsold at the end of the offering.
       (b)     The undersigned registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
  Securities Exchange Act of 1934 (and, where applicable, each filing of an
  employee benefit plan's annual report pursuant to Section 15(d) of the
  Securities Exchange Act of 1934) that is incorporated by reference in the
  registration statement shall be deemed to be a new registration statement
  relating to the securities offered therein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
       (c)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Act and is, therefore, unenforceable.  In the event that a claim for
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or controlling
  person of the registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, the registrant will, unless in
  the opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question whether such
  indemnification by it is against public policy as expressed in the Act and will
  be governed by the final adjudication of such issue.
  SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of North Canton, Ohio on the 19th day of February 2003.
  
                                HARTVILLE GROUP, INC.
  
                            BY: /s/ W. Russell Smith III
  
                          W. Russell Smith III, President
  
       Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  SIGNATURES                              TITLE                         DATE
  ----------                              -----                         ----
  
  /s/ W. Russell Smith III      President and Director          February 19, 2003
  -------------------------
  W. Russell Smith III
  
  /s/ Robert L. Cashman         Secretary and Director          February 19, 2003
  -------------------------
  Robert L. Cashman
  
  /s/ Dr. Tom Neuzil            Director                        February 19, 2003
  -------------------------
  Dr. Tom Neuzil