NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2004

NOTE 1 -

NATURE OF BUSINESS

Planning Force, Inc. (the “Company”), a development stage company, was incorporated in the State of Nevada on August 31, 2004.  Planning Force, Inc. (PFI) is an event planning company specializing in corporate customers.  PFI will offer two types of services; retreat training services, as well as, product launch event planning.  The retreat training services will be either leadership development training or teaming skills training.  For both types of retreats, PFI can take care of the planning of the event, as well as, actually hosting the training through the use of one of PFI’s strategic business partners.

The corporate market for event planning is steady and profitable.  For some large companies, economic downturns mean cuts in training.  This is, however, only the case for shortsighted companies.  The benchmark companies may trim down the workforce during a downturn, but they do not cut funds for training.  They recognize that investing in human resources is always a good investment.  PFI intends to profit nicely from this.  Additionally, even in economic downturns, companies still have product launches and will still need someone to organize these events.  In short, the need for corporate event planning/hosting services rarely diminishes; it is a steadily increasing demand that PFI will capitalize on.

NOTE 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company

The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, “ Accounting and Reporting by Development Stage Enterprises ”.  To date, the Company has devoted substantially all of its efforts to the development of its business. Additionally, the Company has allocated a substantial portion of their time and investment in bringing their product to the market, and the raising of capital.

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PLANNING FORCE, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2004

NOTE 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and Cash Equivalents

For financial statement presentation purposes, the Company considers short-term, highly liquid investments with original maturities of three months or less to be cash and cash equivalents.

The Company maintains cash and cash equivalent balances at a financial institutions that is insured by the Federal Deposit Insurance Corporation up to $100,000.

Revenue Recognition

The Company’s financial statements are prepared under the accrual method of accounting. Revenues will be recognized in the period the services are performed and costs are recorded in the period incurred rather than paid.

Fair Value of Financial Instruments

The Company’s financial instruments are all carried at amounts that approximate their estimated fair value as of September 30, 2004.  

Income Taxes

The provision for income taxes includes the tax effects of transactions reported in the financial statements. Deferred taxes would be recognized for differences between the basis for assets and liabilities for financial statement and income tax purposes. The major difference relate to the net operating loss carry forwards generated by sustaining deficits during the development stage.

Advertising Costs

Advertising and promotion costs are expensed as incurred.  The Company incurred no such expenses since inception.

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PLANNING FORCE, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2004

NOTE 3-

STOCKHOLDERS’ EQUITY

On August 31, 2004 the Company was formed with one class of common stock, par value $.001. The Company authorized 100,000,000 shares of common stock.

In September 2004, the Company issued 10,000,000 shares of stock to its officer for cash of $10,000.

NOTE 4-

GOING CONCERN

As shown in the accompanying financial statements, as is typical of companies going through the development stage, the Company incurred a net loss for the period August 31, 2004 (Inception) through September 30, 2004. The Company is currently in the development stage, and there is no guarantee whether the Company will be able to generate enough revenue and/or raise capital to support current operations and generate anticipated sales.  This raises substantial doubt about the Company’s ability to continue as a going concern.

Management believes that the Company’s capital requirements will depend on many factors including the success of the Company’s ability to develop its business.

The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 5-

PROVISION FOR INCOME TAXES

Deferred income taxes will be determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of the Company’s assets and liabilities.  Deferred income taxes will be measured based on the tax rates expected to be in effect when the temporary differences are included in the Company’s tax return.  Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

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PLANNING FORCE, INC.

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 2004

NOTE 5-

PROVISION FOR INCOME TAXES (CONTINUED)

At September 30, 2004, deferred tax assets consist of the following:

Net operating loss carry forwards            $968

Less:  valuation allowance

                       (968)

                               $        -0-

At September 30, 2004, the Company had accumulated deficits during the development stage of $3,226 available to offset future taxable income through 2021.  The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods.

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Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

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Dealer Prospectus Delivery Obligation

Prior to the expiration of ninety days after the effective date of this registration statement or prior to the expiration of ninety days after the first date upon which the security was bona fide offered to the public after such effective date, whichever is later, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers.

PFI’s Articles of Incorporation and its Bylaws provide for the indemnification of a present or former director or officer.  PFI indemnifies any of its directors, officers, employees or agents who are successful on the merits or otherwise in defense on any action or suit.  Such indemnification shall include, expenses, including attorney’s fees actually or reasonably incurred by him.  Nevada law also provides for discretionary indemnification for each person who serves as or at PFI’s request as one of its officers or directors.  PFI may indemnify such individuals against all costs, expenses and liabilities incurred in a threatened, pending or completed action, suit or proceeding brought because such individual is one of PFI’s directors or officers.  Such individual must have conducted himself in good faith and reasonably believed that his conduct was in, or not opposed to, PFI’s best interests.  In a criminal action, he must not have had a reasonable cause to believe his conduct was unlawful.

Nevada Law

Pursuant to the provisions of Nevada Revised Statutes 78.751, the Corporation shall indemnify its directors, officers and employees as follows: Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.  The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.