SecProbe.io

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Mail Stop 0407

      January 21, 2005

Julie Morin
President
Planning Force, Inc.
703 East 27th Avenue
Spokane, Washington 99203

	RE:	Planning Force, Inc.
		Registration Statement on Form SB-2
		Filed December 23, 2004
		File No. 333-121598

Dear Ms. Morin:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with applicable disclosure
requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Prospectus Cover page, page 2

1. Please revise this page to remove any information not required
by
Item 501 of Regulation S-B or otherwise key to an investment
decision.  For example, you can safely delete sentences three
through
six, as they do not include information key to an investment
decision.

1.
2. We note your statement that the company is "attempting to
register
an aggregate of 460,000 shares of our common stock."  Please
revise
this statement to indicate that the company is registering these
shares.

3. Please remove the information in parentheses relating to Item 7
and selling shareholders.

4. Please note that you have repeated your disclosure that
"[p]rior
to this offering, there has been no public market for Planning
Force,
Inc.`s common stock."  Please delete accordingly.

5. Confirm to us that the prospectus will not be used before the
effective date of the registration statement.  If the prospectus
will
be used before the effective date, please provide the disclosure
required by Item 501(a)(10) of Regulation S-B.

Table of Contents, page 3

6. We note that your table of contents is missing some of the
items
in your prospectus.  Please revise.

Summary Information and Risk Factors, page 4

	The Company, page 4

7. We note that you plan to specialize in event planning for
corporations and in particular retreat training services and
product
launch event planning.  Please expand your disclosure regarding
your
company and proposed business operations.  The risks you present
in
Risk Factors are difficult to understand without a basic idea of
what
you do.  You must carefully consider and identify those aspects of
your business and the offering that are the most significant and
highlight these points in clear, plain language.  See Item 503 of
Regulation S-B.

8. Please disclose the following in this section:

* your net losses since inception and the fact that you have no
significant assets;

* when you expect to begin generating revenues;

* you currently have one individual working part-time for the
company; and

* whether you need to raise a set amount of money in the next 12
months to continue in business.  If so, please quantify that
amount.

9. Please discuss the extent of your limited start-up operations
and
when you expect to begin principal operations.
The Offering, page 4

10. Disclose that the number of shares being registered represents
__% of your shares outstanding.

11. If true, disclose that the offering price of the common stock
has
been arbitrarily determined and bears no relationship to any
objective criterion of value.

Risk Factors, page 6

12. Consider including a risk factor that highlights the fact that
you will incur costs and expenses due to SEC reporting and
compliance.

13. Add as one of your first risk factors that your company
consists
of only one individual working on a part-time basis.  In this
regard,
discuss how Ms. Morlin will have to develop the company`s
fledgling
business and manage the reporting requirements of a public company
while only working part-time.  Highlight Ms. Morlin`s lack of
public
company experience, including no experience as a principal
accounting
or principal financial officer of a public (or private) company.

Investors may lose their entire investment if PFI fails to
commence
its planned operations, page 6

14. Revise the risk factor discussion to elaborate on the specific
"risks, uncertainties, expenses and difficulties" that PFI may
encounter as a result of being in the early stages of development.

PFI may not be able to attain profitability without additional
funding, page 6

15. Please revise the caption to state that if you are unable to
raise sufficient funds, you may be forced to go out of business.

16. Quantify the amount of cash you will need to raise to commence
operations and/or avoid liquidation.

PFI`s independent auditors have qualified their report to express
substantial doubt about the company`s ability to continue as a
going
concern, page 6

17. Please explain the significance of the auditor`s going concern
opinion.

Because of competitive pressures from competitors with more
resources, PFI may fail to implement its business model
profitably,
page 7

18. Please revise this caption to clarify that the competition may
also affect your ability to stay in business.
19. Please discuss in more specific terms your competitors,
particularly in the geographic market where you intend to operate.

Purchasers in this offering will have limited control over
decision-
making..., page 7

20. Revise the discussion to mention that the concentrated control
may inhibit a change of control and may adversely affect the
market
price of your common stock, to the extent a market develops.

Conflicts of interest faced by top management of PFI may
jeopardize
the business continuity of PFI, page 7

21. This risk factor appears to contain two risks: the company`s
reliance on Ms. Morin and the possible future conflicts of
interest
between Ms. Morin and the company.  Consequently, it appears that
you
should split this disclosure into two separate risk factors.

Because Ms. Morlin has no specific experience in the event
planning
business..., page 7

22. Please revise to remove the mitigating language in this risk
factor and instead expand the discussion of the "risks and
challenges" presented by Ms. Morlin`s lack of experience in the
event
planning business.

You may not be able to sell your shares in our company . . ., page
7
You may not be able to sell your shares in our company . . ., page
7
The stock of PFI is a speculative investment . . ., page 8

23. Please combine these three risk factors.  Also, we note that
you
plan to take steps to list your stock on an exchange.
Supplementally
advise how you plan on satisfying the quantitative and qualitative
listing criteria of a national stock exchange, such as the NYSE,
or
stock association, such as NASDAQ.  In the alternative, delete
this
reference and clarify what markets your stock is likely to trade
on,
such as the Pink Sheets or the OTC Bulletin Board.

Investors may have difficulty liquidating their investment...,
page 8

24. Delete your disclosure that the risk disclosure document is
"prepared by the SEC."

Selling Security Holders, page 9

25. We note your disclosure that none of the selling stockholders
are
affiliated with the company.  Please advise us whether there is
any
relation between Ms. Annette Morin-Cranshaw and Ms. Julie Morin,
the
company`s sole employee, officer and director.  If so, revise this
section to disclose the nature of the relationship.

Directors, Executive Officers, Promoters and Control Persons, page
11

26. Disclose the authorized number of directors on your board of
directors and whether you have any plans of adding additional
directors to your board.

Description of Business, page 14

27. Disclose the geographic area in which you intend to operate.

Industry Background and Competition, page 15

28. Disclose the names of your major competitors, as well as their
relative size and market share.

   Reports to Security Holders, page 16

29. We note your disclosure regarding the Internet site maintained
by
the SEC for "issuers that file electronically."  Revise this
disclosure to state that your SEC filings will be available on the
SEC`s Internet site.

Management`s Discussion and Plan of Operation, page 16

	Plan of Operation, page 17

30. Address how the company anticipates funding the costs of
operating as a public company.

31. Discuss the reasons for going public at this time in the
company`s development.  For example, explain why Ms. Morin
determined
the increased costs of being a public company were outweighed by
the
advantages of being a public company.  Discuss what she believes
those advantages to be or whether the company`s private investors
had
any influence on the decision to go public.

32. Much of the disclosure of your plan of operations appears to
focus on the event planning aspect of your intended business.
Please
revise to also describe in reasonable detail what activities you
intend to conduct during the next twelve months in order to
develop
the retreat training services business.

33. We note your discussion of developing potential affiliate
relationships with third party vendors and the fact that you have
not
identified any such vendors.  Disclose the efforts management has
undertaken thus far in seeking out potential relationships.
Discuss
the specific steps that management will undertake to identify
businesses and develop relationships with them within the next
twelve
months.

34. The table on page 18 presents how you intend to use $12,000 of
the $23,000 raised in the November private placement.  Address how
you intend to utilize the remaining $11,000 of the proceeds.

Other Expenses of Issuance and Distribution, page 33

35. You should also include in this section taxes, transfer
agents`
fees, printing and engraving expenses, as well as any legal or
accounting fees.

Financial Statements, page 20

	Note 1 - Nature of Business, page 27

36. Refer to the second paragraph of Note 1.  These statements
appear
to be prospective regarding future operations.  Tell us how your
independent accountants were able to audit such statements.  Also,
while you are permitted to present a projection or financial
forecast, your presentation must comply with the guidelines in
Item
10 of Regulation S-B.  Please revise to delete the statements in
the
notes to the audited financial statements.

	Note 2 - Summary of Significant Accounting Policies, pages
27-28

37. Please revise to include a note clarifying the fiscal year end
of
the registrant.

	Note 3 - Stockholders` Equity, page 29

38. Please expand the note to include disclosure of the issuance
of
stock for cash subsequent to September 30, 2004.

	Note 4 - Going Concern, page 29

39. Expand the second paragraph to disclose management`s plan in
greater detail, including how the plan has the capability of
removing
the threat to the continuation of the business.  Your plan should
enable you to remain viable until at least September 30, 2005.

Exhibit 5.1, Legality Opinion

40. Supplementally explain to us the limitations that you include
on
the bottom of page 1 of the legality opinion and why they do not
inappropriately limit the scope of the opinion.

*  *  *  *

      Please amend your Form SB-2 in response to these comments.
You
may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides
any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the Company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures that
they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the Company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they may relate to the proposed public
offering of the securities specified in the above registration
statement.  We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Claire DeLabar, Staff Accountant, at (202)
942-
1873 or Terry French, Accountant Branch Chief, at (202) 942-1990
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Joshua Englard, Staff Attorney,
at
(202) 942-2832 or me at (202) 942-1990 with any other questions.

							Sincerely,

							Michele M. Anderson
							Legal Branch Chief

cc:	via facsimile (509) 747-2064
      Wendy E. Miller, Esq.

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Ms. Julie Morin
Planning Force, Inc.
January 21, 2005
Page 1

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