SecProbe.io

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February 1, 2005

MAIL STOP 0511

Mr. Charles D. Newman, CEO
Sonoma College, Inc.
1304 South Pointe Blvd., Suite 280
Petaluma, CA 94954

Re:	Sonoma College, Inc.
File No. 333-120671
Registration Statement on Form SB-2
      Filed Nov. 11, 2004; Amend. 1 filed Dec. 27, 2004

Dear Mr. Newman:

      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 or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. We note that there is currently no market for your common
shares.
Given this, please revise your cover page to provide that selling
security holders will sell the common stock at a fixed price,
which
is quantified in your prospectus, until you`re the shares are
quoted
on the OTC Bulletin Board (or other specified market) and
thereafter
at prevailing market prices or privately negotiated prices.  See
Item
16 of Schedule A to the Securities Act of 1933.

2. We note that the company commenced a private placement of its
securities in reliance on Regulation D commencing in April 2004.
It
does not appear that the company filed a Form D in connection with
this offering.  Please file the required Form D for the offering.
Additionally, provide us with a copy of the Form D that was filed.
We may have further comment.

3. You refer to Sonoma College, Inc. as the "Company" in your
prospectus.  The term "Company" is a vague and abstract term.  Use
your actual company name, a shortened version of it, or the
pronoun
"we" or "us" throughout your document to refer to your company.

Cover Page

4. We note that the cross reference to the risk factors and the
legend required by Item 501(a)(7) following the cross-reference to
the risk factors section on the cover page are in all capital
letters.  All capital letters impede the readability of the
disclosure.  Instead of all capital letters, use bold face type or
italics to highlight the information.

5. Please revise to delete your statement that you anticipate your
common stock will trade on the OTC Bulletin Board.  You may
address
this information in a later part of your prospectus.

6. We note your cross-reference to the "Plan of Distribution"
section.  Revise the registration statement to delete the use of
cross-references from the forepart of the prospectus except for
the
cross-reference to the risk factors on the cover page.

Outside Back Cover Page of Prospectus

7. Please remove the statement "[t]he information contained in
this
prospectus is correct only as of the date of this prospectus."

8. Please include the date of the dealer prospectus delivery
obligation.  See Item 502(b) of Regulation S-B.

Summary

9. We note that your introductory paragraph in this section is in
all
capital letters.  All capital letters impede the readability of
the
disclosure.  Instead of all capital letters, use bold face type or
italics to highlight the information.  Revise throughout the
prospectus as necessary.  Specifically revise the risk factor
subheadings.

10. We note that the company recently had a net loss for its
fiscal
year end of 2004.  Please provide a balanced presentation at the
beginning of the summary that includes this information.

11. Please include a summary financial table.

Risk Factors

12. Please avoid the generic conclusion you reach in most of your
risk factor subheadings and narratives that the risk will
adversely
affect your business or may harm or hurt your business.  Instead,
replace this language with specific disclosure of how your
business
and operations would be affected.

13. We note that the narrative in risk factor one and other risk
factors is long and technical.  Some of the information could be
discussed in other parts of the prospectus, such as the business
section.  Please revise risk factor one and other similar risk
factors accordingly.

14. You should present as risk factors only those factors that
represent a material risk to investors in this offering.  Do not
include risk factors that could apply to any issuer or to any
other
offering.  Some of your risk factors seem to fit into this
category
and you should revise to cite a particular risk, or remove them.
Each factor must also explain how it applies to your company or
your
offering.  For example, please see risk factors 11, 16, 17, 19,
21,
22, 23, 24, 25 and 26.

15. Please revise the last risk factor so that the risk factor
subheading is the same risk discussed in the narrative.  It is
unclear from your risk factor narrative how being quoted on the
over-
the-counter electronic bulletin board may cause difficulty in
trading
of the common stock.

16. Please include a risk factor regarding the company`s net
losses
from operations.  See Item 503(c)(1) of Regulation S-B.

17. Please include a risk factor regarding the lack of a market
for
your common stock.  See Item 503(c)(1) of Regulation S-B.

18. The risk factor subheadings should state the material risk in
a
clear and concise manner.  In this regard, the subheadings should
disclose the consequences to the investor or to Sonoma College,
should the risk materialize.  Please revise your risk factor
subheadings accordingly, as applicable.

19. Please revise to eliminate parenthetical phrases throughout
your
document.  If the information in the parenthetical phrase is
important enough to be included in the disclosure, revise the
sentence or include the information in its own sentence.

20. We note your use of an imbedded list in the risk factors
section.
Revise the prospectus to delete the use of all imbedded lists.
Rather than include these lists in paragraph form, break them out
into bullet points, with one bullet point for each item listed.

Forward-Looking Statements

21. Please remove the word "will" from the paragraph identifying
forward-looking statements.

Selling Security Holders

22. We note the statement in the first paragraph that
"[t]herefore,
no estimate can be given as to the number of shares of common
stock
that will be sold pursuant to this prospectus or the number of
shares
that will be owned by the selling shareholders upon termination of
the offering made hereby."  This statement appears to conflict
with
the required information pursuant to Item 507 of Regulation S-B.
Please advise or revise.

23. For each selling stockholder that is listed as a company or
entity, please provide the name(s) of the natural persons with
voting
or dispositive control over such company or entity.

24. Please revise the selling shareholders table to list the
selling
shareholders in alphabetical order.

Legal Proceedings

25. We note the statement that "[w]e are not currently a party to
any
material legal action except those described below."  No legal
actions are described below.  Please revise.

Directors, Executive Officers, Promoters and Control Persons

26. For each officer and director, please describe all employment
during the past five years.  See Item 401(a)(4) of Regulation S-B.
In the description, please include the name and business of the
person`s employer, beginning and ending dates of employment, and
the
positions held.

27. Please state whether each officer is working full-time or
part-
time for the company.  If an officer is not working full-time for
Sonoma College, please provide the number of hours such officer
will
spend per week working for the company.  If the officer is
currently
employed with other companies, please state whether the person is
full-time or part-time with such other companies.

28. Give the person`s term of office as a director.  See Item
401(a)(3) of Regulation S-B.

29. Indicate the principal business conducted by Intellesale,
Victory
Technology, and Longacres Management, LLC.

Interests of Named Experts and Counsel

30. Please advise supplementally whether Myron W. Landin is
affiliated with the pubic accounting firm that audited the
company`s
financial statements.  If yes, please include the disclosure
required
under this section.

Interests of Named Experts and Counsel

31. We note your statement that "no ... counsel ... whose services
were used in the preparation of this Form SB-2 was hired on a
contingent basis or will receive a direct or indirect interest in
the
company."  We note that Cohen & Czarnik LLP holds 104,167 shares
of
the company`s common stock.  Please revise to provide the
disclosure
required by Item 509 of Regulation S-B or advise us why the
disclosure is not required.  We may have further comment.

Description of Business
Industry Background

32. Under the subheadings, Improved Financial Prospects for
Person`s
With Post-Secondary Education and Budget Limitations, we note that
parts of these subsections appear promotional, rather than
factual,
and should be revised to remove all promotional statements.  No
speculative information should be included, unless clearly labeled
as
the opinion of management of the company along with disclosure of
the
reasonable basis for such opinions or beliefs.  Please provide
reasonable support for the promotional statement in the
prospectus.
If a reasonable basis cannot be provided, the statements should be
removed.

33. Throughout the document you make use of unnecessary defined
terms. Rule 421 (b) requires you to avoid using defined terms as
the
primary means of communication.  It is distracting to define terms
that are commonly understood or can be simply explained by use in
their context. Please revise to avoid frequent reliance on defined
terms in your document.

34. Revise you business section to address the company`s
acquisition
of MW Asia Inc.  Also address the financial consulting services
agreement in an appropriate business section.

Our Business

35. For a better understanding of the college, it may be helpful
to
breakout the student population as to general degrees or areas of
study and campuses.

36. Under the subheading Allied Health program, we note the
promotional statements such as "one of the fastest growing
technical
medical fields" and "all of our allied health programs are highly
regarding in the medical and business communities in which they
are
offered."  Please provide reasonable support for the promotional
statements and clearly label as the opinion of management or
remove.

37. Please explain the term "linear semester format."

Strategy

38. Please provide the reasonable basis for the statement "the
expected increased demand for allied health and homeland security
curriculum."

39. In referring to the student/faculty ratios, it may be helpful
to
include the college`s student/faculty ratios.

Consortium Agreements, Branching, and Acquisitions

40. Please describe in more detail the college`s consortium
agreement
affiliations.

41. Please provide the reasonable basis for the statement
referring
to "the fragmentation of the post-secondary education."

42. Please explain the statement "whereby the residential classes
are
conducted in conjunction with other academic affiliates."

Magnetic Resonance Imaging (MRI) Program

43. Please provide the reasonable basis for the statements "MRI
technology is considered a `cutting edge` modality" and "MRI
technology is a respected tool of the medical community and MRI
technologies with a thorough education background are in high
demand."

Homeland Security Programs

44. We note that some of the information in this subsection
repeats
information in previous subsections.  Please revise to remove
repetitive information.

Massage Therapy Programs

45. The information in the first paragraph is generally
promotional.
Please provide the reasonable basis for the statements or remove
such
statements.

46. We note the statements that "we use highly skilled instructors
with extensive industry experience who . . . ensure that our
students
receive the skills and knowledge that will be required by
employers.
This helps ensure that our graduates will be marketable to
employers."  Please provide the reasonable basis for the
statements
and clearly label as the opinion of management.

Medical Office Administration Programs

47. Please provide the reasonable basis for the statement that
"there
is an ongoing demand for trained medical office administrators and
coders."

48. Please clearly label as the opinion of management and provide
the
reasonable basis for the statements "we use highly skilled
instructors with extensive industry experience who . . . ensure
that
our students receive the skills and knowledge that will be
required
by employers.  This helps ensure that our graduates will be
marketable to employers."

Recruitment

49. We note the statement "we recruit students by admissions
representatives at on-campus admissions offices."  Please describe
the campuses.

Competition

50. Please describe the company`s position in the industry as
required by Item 101(b)(4) of Regulation S-B.

Tuition Fees

51. We note the statement that "our students must purchase
textbooks
and supplies as part of their educational program in addition to
paying a student activity fee as well."  Please explain whether
the
school receives fees from the purchase of textbooks and supplies.
Also, describe the student activity fee.

Intellectual Property

52. Please describe the "other contractual arrangements."

Administration and Employees

53. Please include the number of full-time employees.  Please see
Item 101(b)(12) of Regulation S-B.

54. Please describe whether the number of employees in this
section
excludes faculty members.

Faculty

55. We note your statement that "there were over 6 full-time
faculty
members...."  Please indicate the number of full-time faculty
members.

Management`s Discussion and Analysis and Plan of Operations

Results of Operations Three Months Ended September 30, 2004 as
Compared to Three Months Ended September 20, 2004
Revenues

56. Please include an analysis that explains the decrease in
revenues.

Operating Expenses:
Instructional Costs

57. Please describe in more detail the non-personnel related
instruction costs, including the consulting fee.

Sales and Marketing

58. Please describe the expenses associated with pursuing
opportunities on a national level.

Net Loss

59. Please compare the amounts of net loss for the periods.
Please
describe in detail the reasons for the increase in the net loss
for
the period and in relation to applicable revenues and expenses for
the periods.

Year Ended June 30, 2004 As Compared to Year Ended June 30, 2003
Revenues

60. Please include the amount of Program revenue (also include as
a
percentage of revenue), explain what it is in more detail and
analyze
the effect on revenue in terminating the Program revenue.

Operating Expenses:
Instructional Cost

61. We note the statement "[t]he decline in tuition and fee income
earned was more than offset by an increase in program revenue."
Please include an analysis or refer to the analysis that discusses
the loss of program revenue.

Sales and Marketing

62. Please describe whether the company will continue the same
efforts in the near term.

63. Please describe the expense associated with pursuing
opportunities on a national level.

General and Administrative

64. Please include and analyze the