Unassociated Document

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED

PURSUANT TO RULE 13d-1(b), (c) AND (d)

AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(AMENDMENT NO. 1)

HARTVILLE GROUP, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

417287109

(CUSIP Number)

DECEMBER 31, 2006

(Date of event which requires filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

(Continued on following pages)

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Crescent International Ltd.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION: Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 4,334,689
			6.	SHARED VOTING POWER None.
			7.	SOLE DISPOSITIVE POWER 4,334,689
			8.	SHARED DISPOSITIVE POWER None.
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,334,689
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.91% (1)
12.		TYPE OF REPORTING PERSON: OO

1.	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cantara (Switzerland) SA
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION: Switzerland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5.	SOLE VOTING POWER 4,334,689
			6.	SHARED VOTING POWER None.
			7.	SOLE DISPOSITIVE POWER 4,334,689
			8.	SHARED DISPOSITIVE POWER None.
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,334,689
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.91% (1)
12.		TYPE OF REPORTING PERSON: OO

(1)	Based on 54,799,885 issued and outstanding shares of Common Stock as of November 1, 2006, as reported in Hartville’s Form 10-QSB for the fiscal period ended September 30, 2006 which was filed on November 20, 2006 with the Securities and Exchange Commission.

Item 1(a).	Name of Issuer.
	Hartville Group, Inc. (“Hartville”)

Item 1(b).	Address of Issuer’s Principal Executive Offices.
	3840 Greentree Avenue SW Canton, Ohio 44706

Item 2(a).	Names of Person Filing.

(i) Crescent International Ltd. (“Crescent”)

(ii) Cantara (Switzerland) SA (“Cantara”)

Item 2(b).	Address of Principal Business Office, or if none, Residence.
	As to Crescent: Clarendon House 2 Church Street Hamilton H 11 Bermuda As to Cantara: 84, av. Louis Casai CH-1216 Cointrin, Geneva Switzerland

Item 2(c).	Citizenship.
	As to Crescent: Bermuda As to Cantara: Switzerland

Item 2(d).	Title of Class of Securities.
	Common Stock, par value $.001 per share (the “Common Stock”).

Item 2(e).	CUSIP Number.
	417287109

Item 3.	If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a:
	Not applicable.

Item 4.	Ownership.

	The information contained in Items 5 though 11 on the cover pages hereto is incorporated herein by reference. Crescent beneficially owns 4,334,689 shares of Common Stock. In addition, Crescent owns common stock purchase warrants to purchase up to an aggregate of 565,767 shares of Common Stock with an exercise price of $.01 and termination dates of November 11, 2009 (for warrants covering 266,000 shares of Common Stock) and September 30, 2010 (for warrants covering 299,767 shares of Common Stock). However, the warrants contain a limitation prohibiting exercise to the extent that Crescent (together with its affiliates) would beneficially own in excess of 4.99% of the outstanding Common Stock immediately after giving effect to such exercise (subject to a waiver on not less than 61 days prior notice). Since Crescent currently owns 7.91% of the issued and outstanding Common Stock, the warrants are not currently convertible and have not been included in the calculations of the number of shares of Common Stock beneficially owned by Crescent or the number of issued and outstanding shares of Common Stock of the Issuer.

Cantara serves as the investment manager to Crescent, and as such has been granted investment discretion over investments including the Common Stock. As a result of its role as investment manager to Crescent, Cantara may be deemed to be the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of Common Stock held by Crescent. However, Cantara does not have the right to receive any dividends from, or the proceeds from the sale of, the Common Stock held by Crescent and disclaims any ownership associated with such rights. Currently, Maxi Brezzi and Bachir Taleb-Ibrahimi, in their capacity as managers of Cantara have delegated authority regarding the portfolio management decisions of Crescent with respect to the Hartville securities owned by Crescent. Neither of such persons has any legal right to maintain such delegated authority. As a result of such delegated authority, Messrs. Brezzi and Taleb-Ibrahimi may be deemed to be the beneficial owners of Common Stock held by Crescent. However, neither of Messrs. Brezzi or Taleb-Ibrahimi has any right to receive any dividends from, or the proceeds from the sale of, the Common Stock held by Crescent and disclaim beneficial ownership of such shares of Common Stock.

Accordingly, for the purposes of this Statement:

	(i)	Crescent is reporting that it has the power solely to vote or direct the vote and the power to dispose or direct the disposition of, a total of 4,334,689 shares of Common Stock beneficially owned by it;
	(ii)	Cantara is reporting that it has the power solely to vote or direct the vote and the power to dispose or direct the disposition of, a total of 4,334,689 shares of Common Stock beneficially owned by it.

Item 5.	Ownership of Five Percent or Less of a Class.
	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	Not applicable.

Item 8.	Identification and Classification of Members of the Group.
	Not applicable.

Item 9.	Notice of Dissolution of Group.
	Not applicable.

Item 10.	Certification.
	By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction which could have that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	Date: February 13, 2007 CRESCENT INTERNATIONAL LTD.

	By:	CANTARA (Switzerland) SA, as Attorney-in-Fact

	By:	/s/ Maxi Brezzi
		Name: Maxi Brezzi Title: Authorized Signatory

	By:	/s/ Bachir Taleb-Ibrahimi
		Name: Bachir Taleb-Ibrahimi Title: Authorized Signatory


	CANTARA (SWITZERLAND) SA

	By:	/s/ Maxi Brezzi
		Name: Maxi Brezzi Title: Managing Director

	By:	/s/ Bachir Taleb-Ibrahimi
		Name: Bachir Taleb-Ibrahimi Title: Investment Manager