SecProbe.io

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May 4, 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
      Amendment 2 filed March 22, 2005

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.

Cover Page

1. We repeat our previous comment one.  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 your 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.  Please remove the term "anticipate."

2. The words "prospectus" and "offering" are capitalized
throughout
the prospectus.  As appropriate, please revise so that the words
appear in lower case.

Summary

3. Please remove the promotional statement "[i]n management`s
opinion, this integrated pedagogy provides state-of-the-art
education
with multiple learning options."

4. We note the statement "[w]hile we experienced increased revenue
in
each current period as compared to the preceding year."  Please
include, if true, that the company has also experienced increased
expenses in each current period as compared to the preceding year.
If this is not true, the company should note the increase in
expenses
during recent periods.

5. Please include the expenses in the summary of the income
statement.

6. Please include a summary of the balance sheet.

7. We note that you indicate, in a footnote in the "Offering"
section, that the $1.00 per share price is estimated solely for
the
purposes of calculating the registration fee pursuant to Rule 457.
Please delete this statement as the selling security holders must
the
common stock at a fixed price, which is quantified in your
prospectus, until your shares are quoted on the OTC Bulletin Board
(or other specified market).

Risk Factors

8. Please highlight the risk factor subheadings through numbering,
bold type, underlining or in another clear manner.

9. It appears that risk factor one discusses two risk factors.
The
first risk factor is in regards to the college complying with
federal
regulation in order for the college to participate in various
federal
financial student aid programs.  The second risk factor is in
regards
to the college complying with standards and policies in order for
the
college to receive accreditation.  Please revise to separate risk
factor one into two risk factors.  Please combine the risk of
losing
its accreditation with risk factors nine.

10. In risk factor one, we note the statement that the company
will
"undertake steps to attempt to assure that the students . . . do
not
default on payments to ED funded student loans, when the loans are
federally guaranteed . . ."  In the business section, please
discuss
these steps that that the college will undertake.  If the costs
are
significant in undertaking these steps, please analyze and discuss
in
the management`s discussion and analysis section.

11. Please combine risk factor one with risk factors five, six,
eight
and ten.

12. In risk factor two, it may be helpful for an investor to
explain
the reasons for the losses and likeliness for the losses to
continue
in the near term.

13. In risk factor three, please revise to avoid the generic
conclusion you reach in the risk factor narrative that the risk
will
adversely affect your financial condition.   Instead, replace this
language with specific disclosure of how your business and
operations
would be affected.  Also combine risk factors three and four.

14. We note in risk factor four that the college includes a risk
related to legislative action reducing financial aid funding.  We
note that the company states that "Congress must reauthorize HEA
approximately every six years."  In the business section, please
include the year in which the funding must be reauthorized by
Congress.

15. Please revise to update risk factor number five.

16. We note that the several of your risk factors regarding the
federal financial student aid programs and accreditation are long
and
technical.  Some of this information could be discussed in other
parts of the prospectus, such as the business section.  For
example,
see risk factors five, six, eight, nine and ten.  Please revise
these
risk factors accordingly.

17. Please revise the narrative and subheading of risk factor
seven
and fifteen to avoid the generic conclusion that the business will
be
harmed or adversely affected.  Please state the specific risk to
the
college if the risk materializes.

Risks related to this offering

18. Please revise the subheading in risk factor 19, regarding
additional funding, to describe the risk that is discussed in the
narrative.  Also, please separate the risk of dilution from the
risk
of not receiving additional capital.

19. We note your response to comment 14.  After further
consideration
it continues to appear to us that the risk factor addressing your
network infrastructure and computer system and penny stock
regulations are generic in nature and equally applicable to
similarly
situated businesses.  Please relocate the disclosure later in the
prospectus.

20. Please revise the narrative of the last risk factor.  The
information describes the risk of the penny stock rules which is a
separate risk factor.  Please note that some of this information
may
be too technical to discuss in the risk factor section.

Selling Security Holders

21. Please reconcile the amount of shares that the selling
shareholders are offering with the amount in the table.  We note
that
the table appears to reflect that 6,171,647 shares are being
offered.

Plan of Distribution

22. We note your use of an imbedded list in the plan of
distribution
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.

Directors, Executive Officers, Promoters and Control Persons

23. Under the description of the business experience of Mr.
Weaver,
please include the dates in which Mr. Weaver has served on the
academic council and the board of directors of Test University.
Also
include the dates when he was a member for each of the listed
consulting groups and when he was on the board of directors of
Aspen
University and the Rhodes Group.   Please explain the statement
"which resulted in his being identified with numerous national,
state
and local government and professional activities."  Please provide
a
reasonable basis for this statement or remove.  Please include the
names of the accrediting agencies, his position and dates of
involvement.  Please include the dates when Mr. Weaver served in
board capacity for the Accrediting Commission for Independent
Colleges and Schools and as Chair for visiting teams.

24. Under the description of business experience of Mr. Keats, we
note the statement "[i]n these positions, he has worked closely
with
educational institutions - both public and private."  Please
provide
the reasonable basis for this statement or remove.

25. Under the description of business experience of Mr. Rosenthal,
please remove the promotional statement "Mr. Rosenthal has a broad
range of law enforcement and homeland security expertise" or
provide
a reasonable basis for the statement.

Interests of Named Experts and Counsel

26. We note your statement that "[n]o . . . `Counsel` . . . as
defined by Item 509 of Regulation S-B . . . whose services were
used
in the preparation of this Form SB-2 . . . will receive a direct
or
indirect interest in the company."  We note that Cohen & Czarnik
LLP
holds an interest in the company`s common stock.  See Instruction
1
to Item 509 of Regulation S-B.  Please revise.

Description of Business

27. Please briefly describe the business development of the
company
and include whether the company intends to enter into any merger
or
acquisition.  If so, please describe.  See Item 101(a) of
Regulation
S-B.

Industry Background

28. Under the subheading Budget Limitations, we note the statement
that "[i]n management`s opinion, public post-secondary education
continues to struggle under budgetary constraints due to limited
growth in federal, state and local education budgets."  Please
provide the reasonable basis for the statement or remove.

Strategy

29. We note that the company provides a comparison of student
enrollment for the first and second semesters of fiscal `04 to
`03.
If the information is available, it may be helpful to include a
comparison for the first and second semesters of fiscal `05 to
`04.

Internal Growth Strategy

30. Please explain the statement we "[w]e also intend to achieve
enrollment growth  . . . by identifying suitable acquisition
opportunities . . ."

Consortium Agreements, Branching, and Acquisition

31. We note the statement on page 25 that part of the company`s
strategy is "pursuing external growth through the acquisition of
complimentary businesses."  We also note that the company merged
with
MW Asia which "had not conducted any business of any nature."  In
light of these disclosures, please explain the business purpose of
the company`s merger with MW Asia, Inc.

32. Please name the majority shareholder of MW Asia from which the
company acquired 4,250,000 shares of the outstanding stock of MW
Asia.

33. Please name the group in which the company entered into an 18
month financial consulting service agreement.  Please describe the
principal terms of the agreement, such as the specific services
the
group will provide regarding acquisitions, financing and strategic
planning.  Please describe any specific future acquisitions and
the
strategic plan.  Please file the agreement as an exhibit.

Tuition Fees

34. We note a discussion of tuition fees as of November 2004.
Please
update this discussion for tuition fee data as of December 31,
2004.

35. We note your response to comment 51 that you do not receive
any
fees from textbook purchases and your disclosure that student
purchase their textbooks from third party vendors.  We also note
your
disclosure in your Management`s Discussion and Analysis section
that
your revenues are derived from textbook sales.  Please revise as
appropriate.

Faculty

36. We note disclosure for full-time and part-time faculty as of
September 2004.  Please update this discussion for faculty
statistics
as of December 31, 2004.

Management`s Discussion and Analysis and Plan of Operations
General

37. The introduction or overview should provide a balanced
discussion
that identifies the most important themes or other significant
matters with which management is concerned primarily in evaluating
the company`s financial condition and operating results.  Given
that
in recent periods, the company has had increased expenses and an
operating loss, it would seem that the company should provide
insight
into these trends and uncertainties in the short and long term as
well as the actions management is taking to address these
challenges
and risks.   Please see the Commission Guidance Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, Release Nos. 33-8350 (December 19, 2003) at
http://www.sec.gov/rules/interp/33-8350.htm.

38. We note that the company has received approximately 67.4% of
revenue, on a cash basis, from student assistance financial aid
programs under Title IV of the HEA.  Tell us supplementally if the
addition of the consortium programs has materially changed this
percentage for the six months ended 12/31/04.

Results of Operations for the Six Months Ended December 31, 2004
as
Compared to Six Months Ended December 31, 2004
Revenues

39. We note the table under this subsection.  Please revise to
include the expenses and operating loss or income for these
periods
as similar to the table presented in the following section that
compares fiscal years 2004 and 2003.

40. We note the disclosure regarding the program revenue
arrangement
with the related party company.  Please describe the revenue/costs
arrangements for the company under the program revenue arrangement
or
advise us why this disclosure is not necessary.

Net Loss

41. Please explain the increase in expenses for the recent period
in
relation to the termination of the program revenue arrangement.
Discuss and analyze this trend or uncertainty with respect to its
expected impact on income from continuing operations.

Results of Operations for the Year Ended June 30, 2004 As Compared
to
Year Ended June 30, 2003
Operating Expenses:
Instructional Cost

42. We note the statement "[w]e generally incur a lower ratio of
instructional costs with respect to program revenue as compared to
Tuition. . . . However instructional costs increased . . ."
Revise
to discuss and analyze this trend in increased costs with respect
to
tuition revenue.

Liquidity and Capital Resources

43. In discussing the increase in enrollment and direct tuition
revenues, please discuss and analyze the impact that the increase
in
expenses will have upon the company`s liquidity.

44. Please discuss whether the company will have to raise capital
in
the next 12 months and, if yes, describe how the company will
raise
such capital.  Also describe other sources in which the company
may
use to meet its cash requirements.

45. We note your statement that "we believe that cash flows from
operations for the twelve months ending December 31, 2005 will be
adequate to support operations through December 31, 2005."
(emphasis
added)  Please correct the typographical error.  We also note that
you have had cash used in operations for the six months ended
December 31, 2004 and for the year ended June 30, 2004.  Revise to
provide the basis for your statement that that the cash flows from
operations will sustain operations through December 31, 2005.

46. We note that the company has cash of $26,571 as of December
31,
2004.  We also note that the company will have total offering
expenses of $200,793.  Please explain how the company will pay for
the offering expenses.

Reports to Securities Holders

47. Please disclose whether the company will voluntarily send an
annual report and whether the report will include audited
financial
statements as required by Item 101(c)(1) of Regulation S-B.

Certain Relationships and Related Transactions

48. Please revise to include disclosure related to both the Note
Payable - Stockholder of $100,000 and the advance to the President
of
$10,000.  Both of these amounts are recorded on the balance sheet
as
of December 31, 2004.

49. Please indicate the amount of revenues from HES to Sonoma for
the
years ended June 30, 2004 and June 30, 2003.  Also indicate the
amount of the balance that was subsequently collected as of
October
31,