U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.


                                  FORM 10-QSB


          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                   For the quarter ended September 30, 1999

                                      OR

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                       Commission file number 333-69415


                             BALANCED LIVING, INC.
          (Name of Small Business Issuer as specified in its charter)


                 Colorado                             87-0575577
     (State or other jurisdiction of              (I.R.S. employer
      incorporation or organization)              identification No.)




        6375 South Highland Drive, Suite D, Salt Lake City, Utah 84121
                   (Address of principal executive offices)


                                 801-424-1624
               (Registrants telephone no., including area code)

                                   No Change
  (Former name, former address, and former fiscal year, if changed since last
   report.)


   Securities registered pursuant to Section 12(b) of the Exchange Act:None

   Securities registered pursuant to Section 12(g) of the Exchange Act:None


Checkwhether  the Issuer (1) has filed all reports required  to  be  filed  by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file suchreports), and
(2) has been subject to such filing requirements for the past 90 days.
                                 Yes X       No


  Common Stock outstanding at September 30, 1999: 867,849 shares of $.001 par
  value
<PAGE>

                             BALANCED LIVING, INC.
                        [ A Development Stage Company ]

                                     INDEX

PART I Financial Information

Item I Condensed Balance Sheets - September 30, 1999 and
 December 31, 1998                                                  2

Condensed Statements of Operations for the three and six
 months ended September 30, 1999 and 1998, and from
 inception on January 26, 1998 through September 30, 1999           3

Condensed Statements of Cash Flows for the six months
 ended September 30, 1999 and 1998 and from inception on
 January 26, 1998 through September 30, 1999                        4

Notes to Condensed Financial Statements                             5

Item 2 Management's Discussion and Analysis                        10

PART II Other Information

 Item 1  Legal Proceedings                                         12

 Item 2  Changes in Securities                                     12

 Item 3  Defaults upon Senior Securities                           12

 Item 4  Submission of Matters to a vote of Security Holders       12

 Item 5  Other Information                                         12

 Item 6  Exhibits and Reports on Form 8-K                          12

 Signature page                                                    12





                                  1

<PAGE>
                                    PART 1
                             FINANCIAL INFORMATION

Item 1
Financial Statements
                     BALANCED LIVING, INC. AND SUBSIDIARY
                         [A Development Stage Company]

                     UNAUDITED CONSOLIDATED BALANCE SHEETS

                                    ASSETS

                                       September 30,  December 31,
                                            1999          1998
                                        ___________   ___________
CURRENT ASSETS:
  Cash in bank                            $  17,202     $  56,663
  Inventory                                  11,061        13,227
  Prepaid expenses                            1,412        35,395
                                        ___________   ___________
        Total Current Assets                 29,675       105,285

EQUIPMENT, net                                3,824         3,272
                                        ___________   ___________
                                          $  33,499     $ 108,557
                                        ___________   ___________

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable                        $  12,601     $   5,870
  Notes payable - related party              40,000       330,000
  Accrued liabilities                         7,392         5,379
                                        ___________   ___________
        Total Current Liabilities            59,993       341,249
                                        ___________   ___________

STOCKHOLDERS' DEFICIT:
  Preferred stock, $.001 par value,
   10,000,000 shares authorized,
   no shares issued and outstanding               -             -
  Common stock, $.001 par value,
   50,000,000 shares authorized,
   867,849 and 600,000 shares
   issued and outstanding, respectively         868           600
  Capital in excess of par value            579,304        44,900
  Deficit accumulated during the
    development stage                      (606,666)     (278,192)
                                        ___________   ___________
        Total Stockholders' Deficit         (26,494)     (232,692)
                                        ___________   ___________
                                          $  33,499     $ 108,557
                                        ___________   ___________



Note:  The Balance sheet as of December 31, 1998 was taken from the audited
       financial statements as of that date.


  The accompanying notes are an integral part of these consolidated financial
  statements.

                                      2
<PAGE>

                     BALANCED LIVING, INC. AND SUBSIDIARY
                         [A Development Stage Company]


                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

                          For the Three         For the Nine      From Inception
                          Months Ended          Months Ended      on January 26,
                          September 30,         September 30,      1998 Through
                      _____________________ _____________________  September 30,
                         1999       1998      1999        1998         1999
                      __________ __________ __________ __________ ______________

REVENUE               $   8,256  $   2,416  $  33,114  $   6,059     $  48,028

COST OF SALES            15,218      7,299     43,119     19,511        70,444
                      __________ __________ __________ __________ ______________
GROSS PROFIT (LOSS)      (6,962)    (4,883)   (10,005)   (13,452)      (22,416)
                      __________ __________ __________ __________ ______________
EXPENSES:
 General and
  administrative        124,866     67,803    245,311    114,326       493,407
                      __________ __________ __________ __________ ______________
OPERATING LOSS         (131,828)   (72,686)  (255,316)  (127,778)     (515,823)

OTHER INCOME
 (EXPENSE):
 Interest expense        (2,301)    (3,200)   (73,158)    (5,497)      (90,843)
                      __________ __________ __________ __________ ______________
LOSS BEFORE
 INCOME TAXES          (134,129)   (75,886)  (328,474)  (133,275)     (606,666)

CURRENT TAX
 EXPENSE                      -          -          -          -             -

DEFERRED TAX
 EXPENSE                      -          -          -          -             -
                      __________ __________ __________ __________ ______________

NET LOSS              $(134,129) $ (75,886) $(328,474) $(133,275)    $(606,666)
                      __________ __________ __________ __________ ______________

LOSS PER COMMON
  SHARE:
 Basic loss per share $    (.18) $    (.13) $    (.50) $    (.22)    $    (.91)
                      __________ __________ __________ __________ ______________







  The accompanying notes are an integral part of these consolidated financial
  statements.
                                     3
<PAGE>

                     BALANCED LIVING, INC. AND SUBSIDIARY
                         [A Development Stage Company]

                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                              For the Nine      From Inception
                                              Months Ended       on January 26,
                                              September 30,      1998 Through
                                          _____________________  September 30,
                                             1999       1998         1999
                                          __________ __________ ______________
Cash Flows Used by Operating Activities:
 Net loss                                 $(328,474) $(133,275)    $(606,666)
 Non-cash operating items
 Adjustments to reconcile net loss to
  net cash used by operating activities:
  Depreciation                                  534          -           898
  Non-cash expense                           35,362          -        72,862
  Changes in assets and liabilities:
   (Increase) decrease in inventory           2,166    (10,730)      (11,061)
   (Increase) decrease in prepaid assets     33,983     (5,568)       (1,412)
   Increase (decrease) in accounts payable    6,731      7,554        12,601
   Increase (decrease) in accrued
    liabilities                               2,013      3,200         7,392
                                          __________ __________ ______________
    Net Cash Used by Operating Activities  (247,685)  (138,819)     (525,386)
                                          __________ __________ ______________
Cash Flows Used by Investing Activities:
 Equipment purchases                         (1,086)    (2,728)       (4,722)
                                          __________ __________ ______________
    Net Cash Used by Investing Activities    (1,086)    (2,728)       (4,722)
                                          __________ __________ ______________
Cash Flows Provided by Financing
 Activities:
  Proceeds from options granted                   -          -         5,000
  Proceeds from common stock issuance,
   net of offering costs                    169,310          -       172,310
  Proceeds from related party payables       19,584          -        19,584
  Payments on notes payable - related
   party                                    (79,584)         -       (79,584)
  Proceeds from issuance of warrants
   and notes payable                        100,000    160,000       430,000
                                          __________ __________ ______________
    Net Cash Provided by Financing
     Activities                             209,310    160,000       547,310
                                          __________ __________ ______________
Net Increase (Decrease) in Cash             (39,461)    18,453        17,202

Cash at Beginning of Period                  56,663          -             -
                                          __________ __________ ______________
Cash at End of Period                     $  17,202  $  18,453     $  17,202
                                          __________ __________ ______________
Supplemental Disclosures of Cash Flow Information:

 Cash paid during the period for:
   Interest                               $   5,658  $   5,497     $  17,589
   Income taxes                           $       -  $       -     $       -

Supplemental Schedule of Noncash Investing and Financing Activities:
 For the period ended September 30, 1999:
   None





  The accompanying notes are an integral part of these consolidated financial
  statements.
                                      4
<PAGE>

                     BALANCED LIVING, INC. AND SUBSIDIARY
                         [A Development Stage Company]

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

  Organization - The Balanced Woman, Inc. ("Subsidiary") was organized under the
  laws  of  the  State of Colorado on January 26, 1998.  During July,  1998  the
  Company  was  reorganized  through a stock for stock  exchange  with  Balanced
  Living,  Inc.  ("Parent")  [See Note 2].  Balanced  Living,  Inc.  a  Colorado
  corporation,  was  organized  on  July 1, 1998.   Balanced  Living,  Inc.  and
  Subsidiary  (the  Company)  has not raised significant  revenue  from  planned
  principal operations and is considered a development stage company as  defined
  in the Statement of Financial Accounting Standards (SFAS) No. 7.  The Company
  is engaged in the business of holding motivational seminars, and selling books
  and other motivational products.  The Company has, at the present time, not
  paid any dividends and any dividends that may be paid in  the future will
  depend upon the financial requirements of the Company  and other relevant
  factors.  The company adopted December 31st as its fiscal year end.

  Condensed  Financial Statements - The accompanying financial  statements  have
  been prepared by the Company without audit.  In the opinion of management, all
  adjustments  (which  include only normal recurring adjustments)  necessary  to
  present fairly the financial position, results of operations and cash flows at
  September 30, 1999 and for all the periods presented have been made.

  Certain  information and footnote disclosures normally included  in  financial
  statements   prepared   in  accordance  with  generally  accepted   accounting
  principles  have  been  condensed or omitted.   It  is  suggested  that  these
  condensed  financial  statements  be read in conjunction  with  the  financial
  statements  and  notes  thereto included in the Company's  December  31,  1998
  audited financial statements.  The results of operations for the periods ended
  September 30, 1999 are not necessarily indicative of the operating results for
  the full year.

  Consolidation - The consolidated financial statements include the accounts  of
  the  Company  and its wholly-owned subsidiary, The Balanced Woman,  Inc.   All
  significant intercompany transactions have been eliminated in consolidation.

  Inventories - Inventories are stated at the lower of cost or market.  Cost  is
  determined by the first-in, first-out method.

  Equipment  -   Equipment  is  carried at cost  and  is  depreciated  over  the
  estimated useful lives of the equipment using the straight line method.

  Revenue  Recognition  - The company's revenue comes from holding  motivational
  seminars  and  selling  motivational  products  (books,  cards,  CD's,  etc.).
  Revenue  is  recognized  when  the services are rendered  or  the  product  is
  delivered.

  Loss  Per  Share - The computation of loss per share is based on the  weighted
  average number of shares outstanding during the period presented in accordance
  with  SFAS  128 "Earnings Per Share".  Diluted loss per share is not presented
  because its effect is antidilutive.

  Cash  and  Cash  Equivalents - For purposes of the financial  statements,  the
  Company considers all highly liquid debt investments purchased with a maturity
  of three months or less to be cash equivalents.

                                     5
<PAGE>

                     BALANCED LIVING, INC. AND SUBSIDIARY
                         [A Development Stage Company]

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

  Accounting  Estimates - The preparation of financial statements in  conformity
  with  generally  accepted accounting principles requires  management  to  make
  estimates  and  assumptions that affect the reported  amounts  of  assets  and
  liabilities, the disclosures of contingent assets and liabilities at the  date
  of  the financial statements, and the reported amount of revenues and expenses
  during the reported period.  Actual results could differ from those estimated.

  Fair  Value of Financial Instruments - Management estimates that the  carrying
  value  of  financial  instruments  on  the consolidated  financial  statements
  approximates their fair values.

  Restatement  -  The  financial statements have been restated  to  reflect  the
  reorganization of the Company pursuant to a stock for stock exchange [See Note
  2].   All  references  to common stock and the numbers of  shares  issued  and
  outstanding have been restated to reflect the shares of common stock issued in
  the reorganization.

NOTE 2 - BUSINESS REORGANIZATION

  On  July  14,  1998  the  Company  entered  into  an  Agreement  and  Plan  of
  Reorganization  wherein Parent acquired all the issued and outstanding  shares
  of  common  stock of Subsidiary in a stock for stock exchange.  Parent  issued
  500,000  shares  of common stock in the exchange.  Parent and  Subsidiary  had
  similar  ownership  at the time of reorganization and were  considered  to  be
  entities  under  common  control.  Accordingly, the  reorganization  has  been
  recorded in a manner similar to a pooling of interests.

NOTE 3 - INVENTORIES

  Inventories  consisted of finished goods in the amount of $13,227 at  December
  31, 1998 and $11,061 at September 30, 1999.

NOTE 4 - EQUIPMENT

  Equipment consists of the following:

                                  Estimated
                                Useful Lives  September 30,  December 31,
                                  in Years        1999          1998
                                ____________  ____________   ____________
         Office equipment          5 - 7       $    4,722     $   3,636
                                              ____________   ____________
                                                    4,722         3,636
         Accumulated depreciation                    (898)         (364)
                                              ____________   ____________
                                               $    3,824     $   3,272
                                              ____________   ____________

  Depreciation expense for the nine months ended September 30, 1999 and 1998 was
  $534 and $0, respectively.

                                     6
<PAGE>

                     BALANCED LIVING, INC. AND SUBSIDIARY
                         [A Development Stage Company]

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - NOTES PAYABLE

  During  1998, the Company issued subordinated demand notes payable to  various
  officers, shareholders, and consultants in the amount of $330,000.  The  notes
  bear interest at a rate of 10% per annum with quarterly interest payments. The
  notes  are due on September 1, 1999.  Note-holders can demand payment  of  the
  unpaid  principal  plus  accrued interest in order to  purchase  other  equity
  opportunities in the Company of equal value at any time prior to the  maturity
  date.   As  of  September 30, 1999, interest payments have been  made  in  the
  amount  of $5,658.  The notes are subordinated by 80,000 warrants to  purchase
  one share of the Company's stock at $1 per share [See Note 6].  During the six
  month  period  ended  June 30, 1999 the Company raised an  additional  $60,000
  through issuing additional subordinated demand notes payable, $60,000 of which
  came from a private investor.  Warrants for 30,000 shares of common stock were
  included in the transaction on the same terms as above.  The $60,000 was  paid
  back  to  the  investor during September 1999.  During  April  1999  the  note
  holders  converted  $330,000 into common stock, and all prepaid  amounts  were
  expensed.

  Because the Company was proposing a future stock offering at $2.00 per  share,
  37,500  warrants that were issued during December, 1998 were deemed to have  a
  value  of  $1.00  per warrant.  Accordingly, $37,500 was recorded  as  prepaid
  interest  expense and is being amortized over the life of the notes.   Prepaid
  interest  expenses  of $30,000 was also recorded during March,  1999  for  the
  warrants issued during March, 1999.

NOTE 6 - CAPITAL STOCK

  Common  Stock - In connection with its acquisition of Subsidiary on  July  14,
  1998,  the  Company  issued 500,000 shares of its previously  authorized,  but
  unissued common stock [See Note 2].  The Subsidiary had previously been funded
  with $2,000.

  During  January,  1998, the Company issued 100,000 shares of common  stock  in
  connection  with  the organization of the Company at $.01  per  share.   Total
  proceeds amounted to $1,000.

  Stock  Warrants - During 1998, Subsidiary issued 165,000 common stock warrants
  to  various  officers,  directors  and consultants  in  conjunction  with  the
  issuance   of  subordinated  notes  payable   [See  Note  5].   Due   to   the
  reorganization  of the company [See note 2], the warrants of  Subsidiary  were
  cancelled,  and  re-issued under the same terms by Parent  during  1998.  Each
  warrant  grants  the holder the right to purchase one share of  the  Company's
  common stock at a price of $1 per share.  The warrants may be exercised at any
  time  prior  to  March  1, 2003.  An additional 30,000  warrants  were  issued
  subsequent  to  December, 1998.  The Company has accrued  additional  interest
  expense for warrants issued after November 1999 as the exercise price  of  the
  warrants  were  less  than  the arbitrary value  of  $2.00  proposed  for  the
  Company's  upcoming  stock offering.  During 1998 $37,500 was  capitalized  as
  prepaid  interest expenses and is being amortized over the life of  the  note.
  An  additional $30,000 was capitalized in 1999 and will be amortized over  the
  life  of the note.  During the six months ended June 30, 1999 prepaid interest
  was expensed.

  During  April  1999, in conjunction with the conversion on Notes Payable  [See
  Note 5], the Company issued 259,367 A warrants, 259,367 B warrants and 259,367
  C warrants.

                                     7
<PAGE>

                     BALANCED LIVING, INC. AND SUBSIDIARY
                         [A Development Stage Company]

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - CAPITAL STOCK [Continued]

  Stock  Option  Plan  - During January, 1998 the Company implemented  its  1998
  stock option plan.  The plan provides for 1,000,000 shares of common stock  to
  be  reserved for issuance to officers, directors, employees and consultants as
  employment incentives.  As of September 30, 1999, no options have been  issued
  under  the  plan.   Options  granted vest over a  five  year  period  and  are
  exercisable at a price to be determined by the Stock Option Plan Committee  at
  the time of grant and may not be less than 100% of the full market value.

  Public  Offering  of  Common  Stock - The Company  has  filed  a  registration
  statement with the United States Securities and Exchange Commission on Form
  SB-2 under the Securities Act of 1933.  The Company sold 100,000 "Units" at  a
  price  of  $2  per  Unit, which price has been arbitrarily determined  by  the
  Company.   Each Unit consisted of one share of the Company's $.001  par  value
  common stock sold at $2 per share, one "Class A Warrant" to purchase one share
  of  common stock at $3 per share, one "Class B Warrant" to purchase one  share
  of  common  stock at $5 per share, and one "Class C Warrant" to  purchase  one
  share  of  common  stock  at  $10 per share.  All warrants  issued  under  the
  offering  will  expire on December 31, 2003.  The warrants  are  callable  if,
  after  one  year from the issuance date, public trading develops  and  trading
  occurs  for at least 20 consecutive days.  The warrants are callable  at  $.01
  per  warrant upon 30 days notice by the Company to warrant holders.  The Units
  were  offered  and  sold  by officers of the Company, who  received  no  sales
  commissions or other compensation in connection with the offering, except  for
  reimbursement  of  expenses actually incurred on  behalf  of  the  Company  in
  connection  with the offering.  The Company incurred stock offering  costs  in
  the  amount of $30,690.  These costs were netted against the proceeds  of  the
  proposed public offering.

NOTE 7 - INCOME TAXES

  The  Company  accounts  for  income  taxes in  accordance  with  Statement  of
  Financial  Accounting Standards No. 109 "Accounting for Income  Taxes".   SFAS
  109  requires the Company to provide a net deferred tax asset/liability  equal
  to  the expected future tax benefit/expense of temporary reporting differences
  between  book and tax accounting methods and any available operating  loss  or
  tax  credit  carryforwards.  At September 30, 1999 the Company  has  available
  unused  operating loss carryforwards of approximately $601,000  which  may  be
  applied against future taxable income and which expire in 2018 and 2019.

  The amount of and ultimate realization of the benefits from the operating loss
  carryforwards for income tax purposes is dependent, in part, upon the tax laws
  in  effect,  the future earnings of the Company, and other future events,  the
  effects of which cannot be determined.  Because of the uncertainty surrounding
  the  realization  of  the  loss carryforwards the Company  has  established  a
  valuation  allowance equal to the  tax effect of the loss  carryforwards  and,
  therefore,   no  deferred  tax  asset  has  been  recognized  for   the   loss
  carryforwards.  The net deferred tax assets are approximately $206,000  as  of
  September  30, 1999 with an offsetting valuation allowance of the same  amount
  resulting  in  a  change in the valuation allowance of approximately  $136,620
  during the nine months ended September 30, 1999.

                                      8
<PAGE>

                     BALANCED LIVING, INC. AND SUBSIDIARY
                         [A Development Stage Company]

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - RELATED PARTY TRANSACTIONS

  Management  Compensation  - The Company paid compensation  of  $30,000  to  an
  officer/director  of the Company during the period ended September  30,  1999.
  The Company has accrued $7,000 in unpaid salaries for another officer/director
  of the Company.

  Notes  Payable  -  As  of  September  30, 1999  the  Company  had  outstanding
  subordinated  demand  notes  payable  to  various  officers  and  shareholders
  totaling $40,000.  The notes bear interest at 10% and are due on demand.

  Stock Warrants - During the period ended December 31, 1998, the Company issued
  80,000  common  stock warrants to various officers, directors and  consultants
  [See  Note  6].   Of the 80,000 warrants, 5,000 were issued to  the  Company's
  President/Secretary-Treasurer,  and  25,000  were   issued   to   a   majority
  shareholder.

  Stock  Options - During the period ended December 31, 1998, The Company issued
  500,000 stock options to various officers, directors and consultants [See Note
  6].    Of   the   500,000  options,  50,000  were  issued  to  the   Company's
  President/Secretary-Treasurer,  and  50,000  were   issued   to   a   majority
  shareholder.

NOTE 9 - LOSS PER SHARE

  The  following data show the amounts used in computing loss per share and  the
  effect  on  income  and  the weighted average number  of  shares  of  dilutive
  potential common stock for the periods presented:


                          For the Three         For the Nine      From Inception
                          Months Ended          Months Ended      on January 26,
                          September 30,         September 30,      1998 Through
                      _____________________ _____________________  September 30,
                         1999       1998      1999        1998         1999
                      __________ __________ __________ __________ ______________

REVENUE               $   8,256  $   2,416  $  33,114  $   6,059     $  48,028
Loss from continuing
 operations applicable
 to common
 shareholders
 (Numerator)          $(134,129) $ (75,886) $(328,474) $(133,275)    $(606,666)
                      __________ __________ __________ __________ ______________
Weighted average
 number of common
 shares outstanding
 used in loss per
 share during the
 period (Denominator)   729,341    600,000    662,059    600,000       668,592
                      __________ __________ __________ __________ ______________

  Dilutive  earnings (loss) per share was not presented, as its effect is  anti-
  dilutive.

  The Company had at December 31, 1998, options and warrants to purchase 500,000
  and  1,323,101 shares of common stock , respectively, at prices of  $1.00  per
  share,  that  were not included in the computation of diluted loss  per  share
  because their effect was anti-dilutive.

                                        9
<PAGE>
                                    PART I
                             FINANCIAL INFORMATION

ITEM 2
 Management's Discussion and Analysis.

     Balanced Living is a new enterprise and a development stage company.  It
is still spending more money to develop its business opportunities than it is
receiving from the results of such opportunities.   Management hopes to
achieve positive seminar net revenue first, and then positive net income
overall, and regards the current spending on development to be investments in
our future ability to reach these goals.

     Some positive new developments indicate that results may be improving as
the Company moves forward.  Contracts have recently been signed with internet
businesses, Pixelon and NuSkin/Big Planet that are expected to give us
improved visibility to potential customers, and hence improved revenue.  Also,
a new focus of our seminars has occurred through discussions with the
Department of Social Services at the State of Utah.  We are excited that our
seminar programs may have a salutary effect on mothers coming off welfare and
seeking tools to give independence and positive self image.  Near the date of
this report, although after the end of the third quarter, we provided a
seminar in Salt Lake City with over 50 participants (our largest seminar to
date), with several young welfare mothers in attendance courtesy of the State
of Utah.  We anticipate that this assisted rehabilitative use of our
curriculum and presentations will be an increasing contributor to revenue,
along with our original focus on self-rehabilitative efforts.

     We are also pushing ahead as much as we can with our business plan, and
have made several milestones and can see the achievement of others in the near
future.  These are

     --launching of our new Seminar II concept for a 2 1/2 day program, with
attendant higher revenue

     --the much anticipated and delayed Balanced Woman book is now in its
      second manuscript and may be published before the end of 1999 or in
      early 2000, which is later than we thought might be the schedule as we
      wrote our June 30, 1999 report on Form 10-Q.  Publishers continue to be
      enthusiastic about this book

     --our Circles of Women program has been launched in Utah and Colorado

      --our first seminar in Washington state was presented by the first
      person other than Rose Blackham to present a Balanced Woman seminar.
      This milestone was a success (based on feedback at the seminar) and
      validates our efforts to "train the trainer" and to multiply our
      seminar opportunities beyond the capacity of our founder's presentation
      availability.  Indeed we experienced a decline in seminars during the
      third quarter, well below expectations, in large part due to an illness
      that incapacitated Ms. Blackham temporarily during this time period.

     --We have also concluded that the opportunity discussed in the September
      30, 1999 report on Form 10-Q involving the Home Shopping Network is not
      in our best interests, and this effort has been abandoned.

     Operating Results of First Nine Months of 1999 Compared with Same Period
1998.

     Although we earned more sales revenue in the first nine months of 1999
compared with the same period last year, our costs associated with such
seminars were more than double in 1999 what we spent in 1998.  This is
explained in part due to the larger number of seminars in the current period,
as well as bulk purchases of seminar supplies in the current period.  However
we are also establishing accounting systems that accurately record costs of
seminars as opposed to general costs, and it is possible that the 1998 period
recorded less to costs of sales than should have been done.  We also incurred
costs associated with training other presenters in the 1999 period that were
not incurred in 1998.

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<PAGE>

     General expenses also increased in 1999 over 1998 during the first nine
months of the year.  This increase is largely explained by cost associated
with our public offering, which closed in the third quarter.  While we paid no
broker commissions for our offering, travel, legal and accounting costs were
significant in closing this offering.  We expect these expenses to be
nonrecurring.  Also we have expanded our staff with an additional employee who
was not on board in the 1998 period.

     Interest expense was significantly higher in the 1999 period over the
1998 period due to the growth of loans from founders and related persons we
used in the first half of 1999 to operate our business as our public offering
was wending its way through the Commission.  These loans were substantially
all converted to equity late in the second quarter, and the lower interest
costs shown in the third quarter compared with last year's third quarter
evidence the reduction in interest expense on a going forward basis.

     The result of these factors is a significantly higher net loss for the
first nine months of 1999 compared with 1998.   As noted above, our goal is to
reach gross profitability in the net sales category, and then to generate
enough excess revenue to cover administrative costs.  We think we are
operating efficiently and without waste.  The costs of starting a new company
are significant and we are experiencing those costs now.

     Operating Results of the Three Months ended September 30, 1999 Compared
with the Same Period in 1998.

     The explanation for the higher revenues, higher costs and larger losses
in the third quarter of 1999 as compared with the third quarter in 1998 is the
same as outlined above for the comparison of the nine month periods.

     Liquidity and Capital Resources.

     At  September 30, 1999, we had barely enough cash in the bank to pay our
current payables and accruing salary and overhead expenses.  While there is
some ability to manage payables, we are living hand to mouth and need seminar
revenue to offset expenses.  If we have a net loss in the fourth quarter it
will likely spell the end of available cash and a crisis for paying staff and
overhead.  We can and will defer such salaries and expenses as we can to
maintain our operations and existence, but we have found that we need to raise
additional equity capital to enable us to pursue our business plan
aggressively.  There is no assurance that we can raise the needed additional
capital, and we have no commitments from anyone for this funding.  We are
exploring the possibility that a strategic alliance or merger with one or more
other businesses could aid in obtaining the needed additional capital we need.
No commitment or agreement exists in this area.


     The information other than historical information, and specifically the
information set out in this section, is forward looking information presenting
management's beliefs and estimates about the future.  These beliefs, plans and
estimates are subject to significant risks, including an inability to recruit,
hire, and retain skilled seminar facilitators, or a copyright infringement of
Balanced Living's unique curriculum materials and products and resulting
litigation, as well as risks from the general economic conditions within which
the Company must operate..  Other risks discussed in the Company's offering
could also negatively effect Balanced Living's ability to meet its projections
for 1999.

     To combat intellectual property risks, these potentially harmful
conditions, we have secured the assistance of an intellectual rights attorney
and are taking every measure possible to protect and copyright all of our
materials.

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<PAGE>

                                    PART II
                               OTHER INFORMATION

ITEM 1
Legal Proceedings

None

ITEM 2
Changes in Securities

None

ITEM 3
Defaults on Senior Securities

None

ITEM 4
Submission of Matters to a Vote of Security Holders

None

ITEM 5
Other Information

None

ITEM 6
Exhibits and Reports on Form 8-K

a) Exhibits
None

b) Reports on Form 8-K

     Report dated as of August 15, 1999 reporting on the closing of the
Company's public offering.


     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, thereunto duly authorized.

BALANCED LIVING, INC.



/s/ Jeannene Barhalm                              November 15, 1999
     President                                          Date


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