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 June 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)           identifcation 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


Check  whether 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 such  reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes    X       No


 Common Stock outstanding at June 30, 1999 - 767,849 shares of $.001 par value
 Common Stock.

<PAGE>


                             BALANCED LIVING, INC.
                        [ A Development Stage Company ]

                                     INDEX

PART I  Financial Information

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

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


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

        Notes to Condensed Financial Statements         5

 Item 2 Management's Plan of Operations                10

PART II Other Information

 Item 1 Legal Proceedings                              11

 Item 2 Changes in Securities                          11

 Item 3 Defaults upon Senior Securities                11

 Item 4 Submission of Matters to a vote of
        Security Holders                               11

 Item 5 Other Information                              11

 Item 6 Exhibits and Reports on Form 8-K               11

        Signature page                                 11









<PAGE>
PART 1  FINANCIAL INFORMATION
 Item 1  Financial Statements



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

                     UNAUDITED CONSOLIDATED BALANCE SHEETS

                                    ASSETS

                                          June 30,    December 31,
                                            1999          1998
                                        ___________   ___________
CURRENT ASSETS:
  Cash in bank                             $  4,160     $  56,663
  Inventory                                  11,661        13,227
  Prepaid expenses                              600        35,395
  Deferred stock offering costs              30,690             -
                                        ___________   ___________
        Total Current Assets                 47,111       105,285

EQUIPMENT, net                                3,954         3,272
                                        ___________   ___________
                                           $ 51,065     $ 108,557
                                        ___________   ___________

                     LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable                         $ 30,690     $   5,870
  Notes payable - related party              79,584       330,000
  Accrued liabilities                         1,892         5,379
                                        ___________   ___________
        Total Current Liabilities           112,166       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,
   767,849 and 600,000 shares
   issued and outstanding, respectively         768           600
  Capital in excess of par value            410,094        44,900
  Deficit accumulated during the
    development stage                      (471,963)     (278,192)
                                        ___________   ___________
        Total Stockholders' Deficit         (61,101)     (232,692)
                                        ___________   ___________
                                           $ 51,065     $ 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 Six       From Inception
                         Months Ended         Months Ended      on January 26,
                           June 30,             June 30,         1998 Through
                    _____________________ _____________________    June 30,
                       1999       1998       1999       1998         1999
                    __________ __________ __________ __________ ______________

REVENUE             $  14,989  $   1,767  $  24,858  $   3,643    $   39,772

COST OF SALES          21,466     10,967     27,901     12,212        55,226
                    __________ __________ __________ __________ ______________
GROSS PROFIT (LOSS)    (6,477)    (9,200)    (3,043)    (8,569)      (15,454)
                    __________ __________ __________ __________ ______________
EXPENSES:
 General and
   administrative      38,229     43,783    119,871     74,895       367,967
                    __________ __________ __________ __________ ______________
OPERATING LOSS        (44,706)   (52,983)  (122,914)   (83,464)     (383,421)

OTHER INCOME
 (EXPENSE):
  Interest expense    (56,105)    (2,297)   (70,857)    (2,297)      (88,542)
                    __________ __________ __________ __________ ______________
LOSS BEFORE
  INCOME TAXES       (100,811)   (55,280)  (193,771)   (85,761)     (471,963)

CURRENT TAX
  EXPENSE                   -          -          -          -             -

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

NET LOSS            $(100,811) $ (55,280) $(193,771) $ (85,761)   $ (471,963)
                    __________ __________ __________ __________ ______________

LOSS PER COMMON
  SHARE:
   Basic loss
   per share        $    (.13) $    (.09) $    (.28) $    (.14)   $     (.75)
                    __________ __________ __________ __________ ______________







  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 Six       From Inception
                                             Months Ended      on January 26,
                                               June 30,         1998 Through
                                        _____________________    June 30,
                                           1999      1998          1999
                                        __________ __________ _______________
Cash Flows Used by Operating
 Activities:
  Net loss                              $(193,771) $ (85,761)   $(471,963)
 Non-cash operating items
 Adjustments to reconcile net loss
  to net cash used by operating
  activities:
   Depreciation                               404          -          768
   Non-cash expense                        35,362          -       76,646
   Changes in assets and liabilities:
    (Increase) decrease in inventory        1,566    (10,730)     (11,661)
    Increase (decrease) in prepaid
     assets                                34,795     (5,568)        (600)
    (Increase) decrease in accounts
     payable                               24,820     (1,597)      30,690
    (Increase) decrease in accrued
     liabilities                           (3,487)         -       (1,892)
    Increase in deferred stock offering
     costs                                (30,690)         -      (30,690)
                                        __________ __________ _______________
     Net Cash Used by Operating
      Activities                         (131,001)  (103,656)    (408,702)
                                        __________ __________ _______________
Cash Flows Used by Investing
 Activities:
  Equipment purchases                      (1,086)    (2,550)      (4,722)
                                        __________ __________ _______________
     Net Cash Used by Investing
      Activities                           (1,086)    (2,550)      (4,722)
                                        __________ __________ _______________
Cash Flows Provided by Financing
 Activities:
  Proceeds from options granted                 -          -        5,000
  Proceeds from common stock issuance           -          -        3,000
  Proceed from related party payables      19,584          -       19,584
  Proceeds from issuance of warrants
   and notes payable                       60,000    160,000      390,000
                                        __________ __________ _______________
   Net Cash Provided by Financing
    Activities                             79,584    160,000      417,584
                                        __________ __________ _______________
Net Increase in Cash                      (52,503)    53,794        4,160

Cash at Beginning of Period                56,663          -            -
                                        __________ __________ _______________
Cash at End of Period                   $   4,160  $  53,794    $   4,160
                                        __________ __________ _______________
Supplemental Disclosures of Cash Flow
 Information:

 Cash paid during the period for:
   Interest                             $       -  $       -    $       -
   Income taxes                         $       -  $       -    $       -

Supplemental Schedule of Noncash Investing and Financing Activities:
 For the period ended December 31, 1998:
   The  Company  entered  into a reorganization with The  Balanced  Woman,  Inc.
   wherein  the  shareholders of The Balanced Woman retained 500,000  shares  of
   stock in the Company.
   The  Company  issued  37,500 warrants at $1.00 per  warrant  charged  against
   prepaid interest expense.



  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 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 expects to adopt 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
  June 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
  June 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 $11,661 at June 30, 1999.

NOTE 4 - EQUIPMENT

  Equipment consists of the following:

                                  Estimated
                                 Useful Lives June 30,  December 31,
                                   in Years     1999        1998
                                 ___________ __________  __________
         Office equipment           5 - 7     $   4,722  $    3,636
                                             __________  __________
                                                  4,722       3,636
         Accumulated depreciation                  (768)       (364)
                                             __________  __________
                                              $   3,954  $    3,272
                                             __________  __________

  Depreciation expense for the six months ended June 30, 1999 and 1998 was  $404
  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 December 31, 1998, interest payments have been made in the amount
  of  $11,816.   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.

  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.  During April  1999  the  note  holders
  converted $330,000 into common stock, and all prepaid amounts were expensed.

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  July,  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.

  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

                                      7
<PAGE>

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

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - CAPITAL STOCK [Continued]

  for  issuance to officers, directors, employees and consultants as  employment
  incentives.  As of June 30, 1999, no options have been issued under the plan.


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 June 30, 1999 the Company has available  unused
  operating  loss carryforwards of approximately $471,963 which may  be  applied
  against future taxable income and which expire in 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 $160,400  as  of
  June  30,  1999  with  an offsetting valuation allowance of  the  same  amount
  resulting  in  a  change  in the valuation allowance of approximately  $91,000
  during the six months ended June 30, 1999.

NOTE 8 - RELATED PARTY TRANSACTIONS

  Management Compensation - The Company paid $18,000 in salary to the  Company's
  President/Secretary-Treasurer during the period ended June 30, 1999.

  Notes  Payable - As of June 30, 1999 the Company had outstanding  subordinated
  demand  notes  payable to various officers and shareholders  totaling  $60,000
  [See Note 5].

  Stock Warrants - During the period ended December 31, 1998, the Company issued
  165,000  common stock warrants to various officers, directors and  consultants
  [See  Note  6].   Of the 165,000 warrants, 5,000 were issued to the  Company's
  President/Secretary-Treasurer,  and  37,500  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.

                                   8
<PAGE>


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

             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


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 Six       From Inception
                           Months Ended         Months Ended      on January 26,
                             June 30,             June 30,         1998 Through
                      _____________________ _____________________    June 30,
                         1999       1998       1999       1998         1999
                      __________ __________ __________ __________ ______________
Loss from continuing
 operations applicable
 to common
 shareholders
 (Numerator)          $(100,811) $ (55,280) $(193,771) $ (85,761)   $ (471,963)
                      __________ __________ __________ __________ ______________
 Weighted average
  number of common
  shares outstanding
  used in loss per
  share during the
  period (Denominator)  712,573    600,000    684,430    600,000       629,799
                      __________ __________ __________ __________ ______________

  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  165,000  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.


NOTE 10 - SUBSEQUENT EVENTS

  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 is currently selling
  100,000 "Units" at a price of $2 per Unit, which price has been arbitrarily
  determined by the  Company.  Each Unit consists 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 will be offered and sold by officers of the Company, who will
  receive 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.  If a registered broker  dealer  is  used  in
  selling any of the units, a 10% sales commission will be paid to those  broker
  dealers  who  assist  in selling the units.  The Company  has  incurred  stock
  offering costs in the amount of $30,690 as of June 30, 1999.  These costs will
  be netted against the proceeds of the proposed public offering.

                                    9

<PAGE>

PART I FINANCIAL INFORMATION
    ITEM 2 Management's Plan of Operation.

  Balanced  Living is a new enterprise and a development stage  company.   Its
  revenues  to date have been limited, and there is no prior year  or  quarter
  period against which to effectively compare operating results.

  As  of June 30, 1999, Balanced Living was still operating at a loss.  As  of
  February  1999,  seminar  revenues have exceeded  seminar  direct  cost.  We
  anticipate  after  applying  economies  of  scales  and  increasing  seminar
  revenue per head, to become profitable in 2000, but this may not happen  due
  to  risks  coming to fruition, such as a possible recession  caused  by  Y2k
  effects or national and international economic conditions.  Moreover we  may
  not  be  able  to  raise  sufficient equity  and  debt  capital  to  support
  operations at a level to generate profits.

  In  the  first  six  months of 1999, we presented seminars  to  209  people,
  compared  with 360 people in all of 1998.  The majority of the  360  persons
  in  1998  were  complimentary participants used to evaluate for  development
  purposes  and  build reputation for referrals.  We believe this  is  typical
  for  a  seminar start-up company.  The 209 seminar participants  so  far  in
  1999  have a higher revenue per person ratio, suggesting that higher  levels
  of revenue can be anticipated from continued seminar presentation.

  We  began  to raise new equity capital through our public offering  at  June
  30,  1999.  We anticipate raising the full $151,660 net amount sought in our
  offering  and  getting the release of these needed funds on or about  August
  15,  1999.  We are gaining valuable business planning experience and we  are
  already  seeing  the  need for additional capital funding  beyond  the  full
  amount  of  the current public offering.  There are regulatory and practical
  difficulties in obtaining this needed funding in the near future.  There  is
  no  assurance  that  we can continue to get the needed funding  to  reach  a
  profitable result of operations.

  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 the failure to  successfully
  complete  its  offering.   Other risks discussed in the  Company's  offering
  could  also  negatively  effect  Balanced  Living's  ability  to  meet   its
  projections  in  1999.  To combat 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  materials.
  Because  skilled trainers will be key to Balanced Living's growth, time  and
  attention  is  being placed into recruitment efforts.  There is  already  an
  adequate  pool of candidates from which to select.  The previous projections
  are  only projections and it is most likely that actual results will differ,
  and  may  significantly  differ materially from  those  anticipated  in  the
  stated  projections as a result of certain factors that may occur  that  may
  or  may not be within the control of Balanced Living. Over the past 90 days,
  a  potentially  beneficial opportunity has been presented  to  The  Balanced
  Woman  management  team.  This opportunity includes  a  contract,  which  is
  still  under  negotiation,  to  feature The Balanced  Woman  on  three  Home
  Shopping  Network  broadcasts  this fall.   Each  program  would  promote  a
  beautiful gift box filled with Balanced Woman audio cassettes, video  tapes,
  workbooks,  and a aromatherapy candle.  This gift pack would  not  take  the
  place  of the seminar, but would instead, brand the Balanced Woman concepts,
  introduce   the   Seven  Balanced  Woman  principles,  and  promote   future
  seminars.   The  Balanced  Woman management made the  decision  to  spend  a

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<PAGE>

  substantial  amount  of  time  and  effort exploring,  pursuing,  and  doing
  initial  production  on  this  project.  Because  time  and  resources  were
  devoted  to  pursuing  this  project,  several  other  projects  have   been
  rescheduled.   These projects include development of our corporate  training
  program,  marketing, and customization systems, as well as, the  development
  of  the  videos  and systems needed to put our Leader's Academy  (train-the-
  trainer)  program  in place.  Both of these projects, The  Leader's  Academy
  and  Corporate  Training  Customizations will be  fast-tracked  and  piloted
  during  the  last quarter of 1999.  A great deal of progress has  also  been
  made  in  the completion of The Balanced Woman book.  We expect  to  have  a
  final  draft  of  the  manuscript completed  by  September  1,  1999  and  a
  publishing strategy in place by October 1, 1999.


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
            None


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.



                                                            August 13, 1999
Jeannene Barham, President                                       Date

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