SecProbe.io

CORRESP
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corresp

HARTVILLE GROUP, INC.

3840 Greentree Ave., SW

Canton, OH 44706

December 7, 2005

VIA FACSIMILE – 202-772-9206

Maureen Bauer

Staff Accountant

Office of Emerging Growth Companies

United States Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549

Mail Stop: 3561

    Re:

    Hartville Group, Inc.

Form 8-K, Item 402, filed November 11, 2005

File No. 333-82786

Dear Ms. Bauer:

     This letter is in response to your letter dated November 21, 2005 with respect to the
above-captioned Registrant. The following are our responses to your comments:

     1.     We note that you intend to file restated financial statements. Please tell us how, and
when you will file them.

    Response: All restated financial statements were filed on February 21, 2005,
along with the Form 10-QSB for the period ended September 30, 2005.

     2.     When you amend your periodic reports to file your restated financial statements, describe
the effect of the restatement on the officers’ conclusions regarding the effectiveness of the
Company’s disclosure controls and procedures. See Item 307 of Regulation S-K or Regulation S-B.
If the officers conclude that the disclosure controls and procedures were effective, despite the
restatement, describe the basis for the officers’ conclusions.

    Response: As disclosed in Item 4 of the Form 10-QSB for the period ended
September 30, 2005, the Company has not completed carrying out an evaluation of the
effectiveness, design and operation of disclosure controls and procedures. Because
this evaluation has not been concluded, the Company cannot conclude that its
disclosure controls and procedures are effective in gathering, analyzing and
disclosing information needed to satisfy the Company’s obligations under the
Exchange Act. As previously disclosed, during 2005, the Company’s

    independent directors have taken significant actions to change the Company’s
direction, controls and procedures. These steps include:

a) replacing the president and chief executive officer;

b) replacing the chief financial officer; and

c) changing the Company’s certified public accounts.

    On September 19, 2005, the Company hired a new chief financial officer. The chief
financial officer, along with other management, has been reviewing the controls and
procedures of the Company. It was during this review process that the Company found
an error with respect to prior financial statements which required a restatement of
those financial statements. While the Company believes that the controls and
procedures in place do provide assurance that the current financial statements are
in compliance with requirements, the evaluation has resulted in finding situations
where prior controls and procedures were not working effectively.

    It is the goal of management to complete their evaluation of the controls and
procedures such that the disclosure in the Form 10-KSB will be in compliance with
the requirements of Item 307.

    As disclosed in the restated Forms 10-QSBs and 10-KSB, the restatements primarily
arose from management’s determination that a reinsurance contract for premiums
earned in 2003 and 2004, which were originally accounted for based on the
reinsurance slips whereby the registrant’s subsidiary, Hartville Re, was to maintain
a 40% share of the underwriting risk based on insurance slips, was incorrect. The
insurance slips were not the controlling agreement and a subsequent contract,
whereby Hartville Re shared in none of the underwriting risk was ultimately the
controlling agreement. The effect of this change in the agreement reduced premium
revenues for Hartville Re in 2003 and 2004 along with reducing losses and expenses.
Also, in 2004, the Company had recognized a slide (profit) commission in the first
quarter of 2004 of $934,901, but this amount was reduced by $393,116 in the second
quarter and $215,991 in the third quarter. With the restatement, the Company
reversed these items in the earlier quarters and recognized $325,794 (which is
$934,901 less $393,116 less $215,991) in the third quarter of 2004, when the slide
commission was fully earned and received. Further, in 2005, management
determined that a 5% ceding commission was due to the primary carrier by Hartville
Re resulting in additional ceded costs for the first two quarters. Lastly, the
restatements for 2003 and 2004 include miscellaneous reclassifications on the
balance sheets. The reclassifications on the balance sheets are eliminating entries
that were previously posted in error. These reclassifications have no effect on
the Company’s income statements. The Company amended certain disclosure in its
Forms 10-QSBs and 10-KSBs in response to previously received comments from the
Commission to the extent that the Company deemed it appropriate to respond with
respect to prior filings.

The Company acknowledges that:

          a) It is responsible for the adequacy and accuracy of the disclosure in the
filings with the Commission;

          b) staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

          c) the Company will not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

           If you have any questions, please contact the undersigned at your convenience.

           If it would be helpful to you, the Company can provide you with copies of the restated Forms
10-KSB and 10-QSBs marked to show the specific changes.

Sincerely yours,

HARTVILLE GROUP, INC.

/s/ Christopher R. Sachs

Christopher R. Sachs

Chief Financial Officer

    cc:

    Dennis C. Rushovich

Jack A. Bjerke