UnitedTable States Securitiesof and Exchange Commission Contents

~~Washington,~~United D.States Securities C.and ~~20549~~Exchange Commission

~~FORM~~Washington, ~~8-K~~D. C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 OR 15(D) of The Securities Exchange Act of 1934~~

~~Date~~CURRENT ofREPORT Pursuant ~~Report~~to Section 13 OR 15(~~date~~D) of ~~earliest~~The ~~event~~Securities ~~reported) September 21,~~Exchange ~~2007~~Act ~~(September 17,~~of ~~2007)~~1934

~~HARTVILLE~~ Date ~~GROUP~~of Report (date of earliest event reported) August 26, ~~INC.~~2008 (August 20, 2008)

~~(Exact~~HARTVILLE ~~name~~GROUP, ~~of registrant as specified in its charter)~~INC.

Nevada	000-51993	94-3360099
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3840 Greentree Ave., SW, Canton, OH		44706
(Address of principal executive offices)		(Zip Code)

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (330) 484-8080


Nevada	000-51993	94-3360099

(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


3840 Greentree Ave., SW, Canton, OH		44706

(Address of principal executive offices)		(Zip Code)

o Registrant’s ~~Written~~telephone ~~communications~~number, ~~pursuant~~including toarea ~~Rule 425~~code ~~under the Securities Act~~ (~~17 CFR 230.425~~330) 484-8080

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule 14a~~if the Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General Instruction ~~240~~A.~~14a-12~~2. below) :

o ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~ 425 under the ~~Exchange~~Securities Act (17 CFR ~~240,14d-2(b~~ 230.425))

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~ 14a-~~4(c)~~12 under the Exchange Act (17 CFR 240~~,13e~~.14a-~~4(c~~12))

~~SECTION~~o 1.Pre-commencement ~~REGISTRANT’S~~communications ~~BUSINESS~~pursuant ~~AND~~to ~~OPERATIONS~~ Rule 14d-2(b) under the Exchange Act (17 CFR 240,14d-2(b))

~~ITEM~~o ~~1.01~~Pre-commencement ~~ENTERING~~communications ~~INTO~~pursuant Ato ~~MATERIAL~~Rule ~~DEFINITIVE~~13e-4(c) ~~AGREEMENT.~~under the Exchange Act (17 CFR 240,13e-4(c))

~~Securities~~TABLE ~~Purchase~~OF ~~Agreement~~ CONTENTS

OnITEM ~~September 17, 2007 the Registrant entered into a Securities Purchase Agreement with certain existing stockholders of the Registrant, pursuant to which the Registrant agreed to sell (i) $2,531,645~~5.~~50,~~02 ~~principal~~DEPARTURE ~~amount,~~OF ofDIRECTORS ~~Original~~OR ~~Issue~~CERTAIN ~~Discount~~OFFICERS; ~~Secured~~ELECTION ~~Convertible~~OF ~~Debentures~~DIRECTORS; ~~due September 2010,~~APPOINTMENT ~~convertible~~OF ~~into~~CERTAIN ~~shares~~OFFICERS; ofCOMPENSATORY ~~the~~ARRANGEMENTS ~~Registrant’s~~OF ~~Common~~CERTAIN ~~Stock~~OFFICERS atSIGNATURES ~~a conversion price of $0~~EX-99.15 per share (the “Secured Convertible Debentures”) and (ii) 16,877,638 Warrants to purchase shares of Common Stock of the Registrant at an exercise price of $0.15 per share (the “Warrants”). Each purchaser under the Securities Purchase Agreement has the right to participate in subsequent financings of the Registrant. A copy of the Securities Purchase Agreement is attached as Exhibit 4.1 ~~and incorporated herein by reference.~~

TheTable Secured Convertible Debentures bear prepaid interest of $531,645.50 (7% per year) of the principal amount. The conversion price of the Secured Convertible Debentures and the exercise price of the Warrants are subject to adjustment upon stock splits or combinations, stock dividends and other similar events as well as upon certain dilutive issuances or rights offerings. The Warrants expire on September, 2011. A copy of the form of Secured Convertible Debenture and a copy of the form of Common Stock Purchase Warrant are attached as Exhibits 4.2 and 4.3, respectively, and incorporated herein by reference. Contents

~~Pursuant~~SECTION to the terms of a Registration Rights Agreement entered into in connection with the Securities Purchase Agreement, the Registrant is obligated to register the shares of Common Stock issued upon conversion of the Secured Convertible Debentures and exercise of the Warrants under certain circumstances5. ACORPORATE ~~copy~~GOVERNANCE ofAND ~~the Registration Rights Agreement is attached as Exhibit 4.4 and~~MANAGEMENT ~~incorporated herein by reference.~~

~~The~~ITEM ~~Secured~~5.02 ~~Convertible~~DEPARTURE ~~Debentures~~OF ~~are~~DIRECTORS ~~secured~~OR byCERTAIN ~~certain~~OFFICERS; ~~assets~~ELECTION ofOF ~~the~~DIRECTORS; ~~Registrant~~APPOINTMENT ~~and~~OF ~~its subsidiaries~~CERTAIN ~~pari~~OFFICERS; ~~passu~~COMPENSATORY ~~with~~ARRANGEMENTS ~~the~~OF ~~secured~~CERTAIN ~~convertible debentures issued July 31, 2006, February 14, 2007 and May 8, 2007~~OFFICERS.

~~SECTION~~On 3.August 20, ~~SECURITIES~~2008, ~~AND~~the ~~TRADING~~Registrant’s ~~MARKETS~~Board of Directors elected Lawrence Geneen and Christopher Edgar, the Registrant’s Chief Marketing Officer, as members of the Registrant’s Board of Directors.

~~ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.~~2

OnTable September 17,of 2007, the Registrant issued the Secured Convertible Debentures and the Warrants (each as defined in Item 1.01 above). Contents

~~The~~SECTION ~~Secured Convertible Debentures and Warrants were issued solely to “accredited investors” and “qualified institutional buyers,” each as defined in the Securities Act of 1933, as amended~~9.01 ~~The Registrant~~FINANCIAL ~~relied~~STATEMENTS onAND ~~Section 4(2) of the Securities Act of 1933, as amended, and Regulation D~~EXHIBITS promulgated thereunder. The form of Secured Convertible Debenture is attached as Exhibit 4.2 and is incorporated herein by reference. The form of Warrant is attached as Exhibit 4.3 and is incorporated herein by reference.

2 The following exhibits are incorporated by reference as part of this Report:

SECTION 9.01 FINANCIAL STATEMENTS AND EXHIBITS


Exhibit		Description of Exhibit


	99.1	Press Release dated August 25, 2008

~~The~~[Remainder ~~following~~of ~~exhibits~~page ~~are~~intentionally ~~incorporated~~left byblank. ~~reference~~Signature aspage ~~part of this Report:~~follows.]

Exhibit		Description of Exhibit
4.1		Securities Purchase Agreement dated September 17, 2007
4.2		Form of Secured Convertible Debenture dated September 17, 2007
4.3		Form of Common Stock Purchase Warrant dated September 17, 2007
4.4		Registration Rights Agreement dated September 17, 2007

[RemainderTable of page intentionally left blank. Signature page follows.] Contents

3SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 26th day of August, 2008.

~~Pursuant~~HARTVILLE ~~to the requirements of the Securities Exchange Act of 1934~~GROUP, ~~the~~INC. ~~registrant~~By: ~~has~~/s/ ~~duly~~Christopher ~~caused this~~R. ~~report~~Sachs toChristopher beR. ~~signed~~Sachs onChief ~~its~~Financial ~~behalf~~Officer byand ~~the undersigned hereunto duly authorized on this 21st day of September, 2007.~~ Secretary

~~HARTVILLE GROUP, INC. By: /s/ Christopher R. Sachs Christopher R. Sachs Chief Financial Officer~~4

Filing Compare · HARTVILLE GROUP INC