SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AMSALEM MICHEL A

(Last)

(First)

(Middle)

295 MADISON AVENUE, 38TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HARTVILLE GROUP INC [ HTVL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share ("Common Stock")	09/13/2006		P		1,008,251	A	$0.08	17,430,866⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. In addition to currently having beneficial ownership of an aggregate of 17,430,866 shares of Common Stock, Amsalem also owns (i) Convertible Debentures of the Company which are convertible into 25,316,456 shares of Common Stock and (ii) Common Stock Purchase Warrants to purchase 27,203,962 shares of Common Stock. However, the conversion of the Convertible Debentures and the exercise of the Common Stock Purchase Warrants is contractually capped such that such conversion or exercise, as applicable, shall not cause Amsalem's beneficial ownership to exceed 4.99%. Accordingly, as a result of Amsalem's ownership of 31.8% of the issued and outstanding Common Stock of the Company, the Convertible Debentures and Common Stock Purchase Warrants are not currently convertible or exercisable, as applicable, into Common Stock.

Remarks:

Michel A. Amsalem is a director of the Company and is the President of Midsummer Capital LLC. Midsummer Capital LLC controls Midsummer Investment, Ltd. which is the beneficial owner of more than 10% of the issued and outstanding shares of Common Stock of the Company. Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Amsalem is the beneficial owner of the securities owned by Midsummer Investment Ltd., because Mr. Amsalem has dispositive and/or voting power over such securities. On this Form 4, Mr. Amsalem is reporting the acquisition of 1,008,251 shares of Common Stock in a private transaction with an existing shareholder of the Company. Mr. Amsalem is the beneficial owner of 17,430,866 shares of Common Stock which, to Mr. Amsalem's knowledge, represents 31.8% of the issued and outstanding shares of Common Stock of the Company (based on 54,799,885 issued and outstanding shares of Common Stock as of August 7, 2006 as reported on the Company's Quarterly Report on Form 10-QSB for the fiscal quarter ended June 30, 2006).

	/s/ Michel A. Amsalem	09/13/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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