-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T1sT2HbHQinCa0JrNve5xzk/nuwOcQCmyjbyMY/ZyIEogzr/4nQoAGjdzwcGxR1j CNhymKNaLuHdoZ6FqlY4UQ== 0001210052-04-000075.txt : 20041208 0001210052-04-000075.hdr.sgml : 20041208 20041208172337 ACCESSION NUMBER: 0001210052-04-000075 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041208 DATE AS OF CHANGE: 20041208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HARTVILLE GROUP INC CENTRAL INDEX KEY: 0001126960 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943860099 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79289 FILM NUMBER: 041191561 BUSINESS ADDRESS: STREET 1: 583 SAN MATEO AVE CITY: SAN BRUNO STATE: CA ZIP: 94066 BUSINESS PHONE: 6505882678 MAIL ADDRESS: STREET 1: 583 SAN MATEO AVE CITY: SAN BRUNO STATE: CA ZIP: 94066 FORMER COMPANY: FORMER CONFORMED NAME: VENTURELIST COM INC DATE OF NAME CHANGE: 20001024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARRON PARTNERS LP CENTRAL INDEX KEY: 0001210052 IRS NUMBER: 431981699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 730 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-659-7790 MAIL ADDRESS: STREET 1: 730 FIFTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 htvl13da3.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No 3) Hartville Group Inc(Name of Issuer) Common Stock (Title of Class of Securities) 417287109 (CUSIP Number) Olga Filippova 730 FIFTH AVENUE, 9TH FLOOR NEW YORK, NY 10019 212-659-7790 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 3, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No 417287109 13D 1 Name of Reporting Person Barron Partners LP I.R.S. Identification No. of Above Person 431981699 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ x ] 3 SEC Use Only 4 Source of Funds WC 5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of 7 Sole Voting Power Shares Owned 0 shares beneficially owned in the By Each aggregate Reporting Person With 8 Shared Voting Power 0 9 Sole Dispositive Power 0 shares beneficially owned in the aggregate 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 0 12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13 Percent of Class Represented by Amount in Row (11) 0.0% 14 Type of Reporting Person PN Item 1. Security and Issuer. This Amendment No.3 to Schedule 13D (the "Statement") amends the Schedule 13D filed on October 20, 2003 (the "Original 13D"), Amendment No.1 filed on December 10, 2003 and Amendment No. 2 filed on December 16, 2003 relates to shares of common stock, par value $0.001 per share, (the "Common Stock") of Hartville Group Inc., a Nevada corporation (the "Company") having its principal executive offices at 7551 NORTH MAIN STREET , NORTH CANTON, OHIO 44720 Item 2. Identity and Background. This Statement is filed by Barron Partners LP, a Delaware Limited Partnership (the "Reporting Person"), whose business address is 730 Fifth Avenue, 9th Floor, New York, NY 10019. The Reporting Person is principally engaged in making investments. The General Partner of the Reporting Person is Barron Capital Advisors LLC, a Delaware Limited Liability Company, (the "General Partner"). Andrew B. Worden is the managing member of the General Partner. During the last five years, to the best knowledge of the Reporting Person, neither the Reporting Person nor any controlling person of the Reporting Person has (i) been convicted in a criminal proceeding, or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. Not applicable Item 4. Purpose of Transaction. Not applicable Item 5. Interest in Securities of the Issuer. There is no change to report for Item 5 except for the addition of the following: (c) Between December 3, 2004 and December 7, 2004, the Reporting Person sold an aggregate amount of 3,632,105 Common Shares in private transactions at a price of $0.95 per share. (e) On December 7, 2004 the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. Not applicable. SIGNATURE1 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: December 8, 2004 /s/ ANDREW WORDEN - -------------------- Signature Andrew Worden, Managing Member of the General Partner of Barron Partners LP -----END PRIVACY-ENHANCED MESSAGE-----