SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
May 10, 2000
Date of Report
(Date of Earliest Event Reported)
BALANCED LIVING, INC.
(Exact Name of Registrant as Specified in its Charter)
Colorado 333-69415 87-0575577
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
5525 South 900 East
Salt Lake City, Utah 84117
(Address of Principal Executive Offices)
(801) 262-8844
Registrant's Telephone Number
6375 South Highland Drive, Suite D
Salt Lake City, Utah 84121
(Former Name or Former Address if changed Since Last Report)
Item 1. Changes in Control of Registrant.
(a) On June 5, 2000, Jenson Services, Inc., a Utah corporation
("Jenson Services"), purchased 2,500,000 shares of the Registrant's common
stock ("restricted securities") from the Registrant in consideration of the
sum of $25,000 (the "Jenson Services Purchase Proposal"). These shares
represent approximately 72% of the outstanding voting securities of the
Registrant. Duane S. Jenson of Salt Lake City, Utah, is the President and
principal stockholder of Jenson Services. A copy of the Jenson Services
Purchase Proposal dated May 30, 2000, is attached hereto and incorporated
herein by reference. See Item 7.
Joel Hardman and Jeffrey Hardman, brothers, and sons of Mr. Jenson's
wife, were designated to serve on the Board of Directors, and then, the former
sole director and executive officer of the Registrant, Jeannene Barham,
resigned. See Item 6.
The former majority stockholders of the Registrant and their
percentage of ownership of the outstanding voting securities of the
Registrant prior to this purchase were: Jeannene Barham, President and a
director, 305,834 shares or 35.2%; and Rose N. Blackham, stockholder, 300,000
shares or 34.5%.
Jenson Services used corporate funds to purchase these securities;
and the basis of its "control" is stock ownership.
(b) The following table contains information regarding share
holdings of the Registrant's directors and executive officers and those
persons or entities who beneficially own more than 5% of the Registrant's
common stock:
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
Jenson Services Stockholder 2,500,000 72.09%
Jeffrey Hardman President and Director -0- -0-
Joel Hardman Secretary and Director -0- -0-
Jeannene Barham Stockholder 305,834 8.81%
Rose N. Blackham Stockholder 300,000 8.65%
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Total: 3,105,834 89.55%
All officers and directors
as a group (2) -0- -0-
Item 2. Acquisition or Disposition of Assets.
On May 30, 2000, the Registrant received an accepted and signed copy
of a Letter of Intent proposal whereby the Registrant proposed to acquire a
97% interest in Wizzard Software Corporation, a Delaware corporation
("Wizzard"). The Letter of Intent provides that the closing of the proposed
acquisition is contingent upon the satisfaction of various conditions,
including, among others, that the Registrant raise not less than $5,000,000 in
a private placement of its common stock to "accredited investors"; that it
dispose of its wholly-owned subsidiary, The Balanced Woman, Inc., a Colorado
corporation (the "Balanced Woman"); that it acquire or otherwise cancel all
outstanding warrants and options to acquire any class of securities of the
Registrant, or cancel an equal number of shares of the Registrant for any
shares underlying any outstanding warrants or options not acquired and
canceled; and that all of its outstanding liabilities be paid or assumed by
the Balanced Woman. There is no assurance that the Registrant can satisfy
these and other conditions to the closing of this acquisition. A copy of the
Letter of Intent is attached hereto and incorporated herein by reference. See
Item 7. Wizzard's business operations focus in the areas of the desktop
speech/voice recognition markets for both consumers and corporate customers.
On May 26, 2000, the Registrant's sole director and executive
officer and its principal stockholders who owned in excess of a majority of
its outstanding voting securities determined that it would be in the best
interests of the Registrant, its stockholders and its wholly-owned subsidiary,
the Balanced Woman, to separate the present or proposed business operations of
the Registrant and the Balanced Woman. This will be accomplished by conveying
all of the outstanding shares of the Balanced Woman that are presently owned
by the Registrant to the stockholders of the Registrant in exchange for
outstanding warrants or options to acquire common stock of the Registrant that
are owned by these stockholders and others. Once accomplished, the Registrant
and the Balanced Woman would operate as separate and distinct entities, and
the Balanced Woman would be the successor to all of the present business
operations of the Registrant and/or the Balanced Woman. The Registrant's
stockholders would still retain their entire common stock holdings in the
Registrant, while separately owning common stock in the Balanced Woman. This
proposal was submitted to the stockholders and warrant and option holders on
May 26, 2000, styled as a private placement of "restricted securities" of the
Balanced Woman, and is expected to be completed in the very near future.
Substantially all of the 45 or so stockholders of the Registrant are
"accredited investors." A copy of the Unanimous Consent of the Sole Director
and the Majority Stockholders adopting this proposal and outlining the reasons
therefor is attached hereto and incorporated herein by reference. See Item 7.
Copies of the Agreement and Plan of Exchange or Reorganization (the "Balanced
Living Agreement"), together with related exhibits, regarding this disposition
will be filed in an amendment to this Report, on the closing of the Balanced
Woman Agreement.
Item 5. Other Matters.
At a special meeting of the stockholders duly called and held on May
10, 2000, Article XIII was added to the Articles of Incorporation of the
Registrant which provided that any action which may be taken at any annual or
special meeting of stockholders may be taken without a meeting and without
prior notice, if one or more consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
the action at a meeting at which all shares entitled to vote thereon were
present and voted. 605,834 of the 867,849 outstanding shares of the
Registrant were voted in favor of the amendment, with none abstaining and none
voting against the amendment. A copy of the Certificate of Amendment is
attached hereto and incorporated herein by reference. See Item 7.
Item 6. Resignations of Directors and Executive Officers.
Effective May 30, 2000, Jeannene Barham, the sole director and
executive officer of the Registrant, designated and appointed Jeffrey Hardman
and Joel Hardman as directors, in accordance with the Registrant's Bylaws and
the Colorado Corporation Code, to serve until their successors are elected and
qualify or their prior resignations or terminations, and then, Ms. Barham
resigned as a director and an executive officer. Subsequently, Jeffrey
Hardman was elected the President, and Joel Hardman was elected the Secretary,
also to serve in these capacities until their successors are elected and
qualify or their prior resignations or terminations.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. If the proposed
acquisition of the 97% interest in Wizzard is closed and completed, the
required audited financial statements of Wizzard will be filed in an amendment
to this Report, in the manner and within the time required by Form 8-K of the
Securities and Exchange Commission.
(b) Pro Forma Financial Information. If the proposed acquisition
of the 97% interest in Wizzard is closed and completed, pro forma financial
statements, taking into account this acquisition, will be filed in an
amendment to this Report, in the manner and within the time required by Form
8-K of the Securities and Exchange Commission.
If the proposed disposition of the Balanced Woman is closed and
completed, pro forma financial statements, taking into account this
disposition, will also be filed in an amendment to this Report, in the manner
and within the time required by Form 8-K of the Securities and Exchange
Commission.
If both of these transactions are timely closed and completed, the
pro forma financial statements will reflect both transactions.
(c) Exhibits.
Exhibit No. Exhibit Description
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3 Certificate of Amendment regarding stockholder action without
a meeting.
10.1 Jenson Services Purchase Proposal.
10.2 Letter of Intent regarding Wizzard.
99 Unanimous Consent of the Sole Director and the Majority
Stockholders regarding disposition of the Balanced Woman.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
BALANCED LIVING, INC.
Date: 6/21/2000 By/s/ Jeffrey Hardman
-----------------------------
Jeffrey Hardman
President and Director
Date: 6/21/2000 By/s/ Joel Hardman
-----------------------------
Joel Hardman
Secretary and Director
