SecProbe.io

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Mail Stop 3561

								October 26, 2005

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

      Re:	Sonoma College, Inc.
   Registration Statement on Form SB-2
      Amendment No. 5 filed September 28, 2005
   File No. 333-120671

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.  Please note that the page numbers
referred to below refer to the numbering of the EDGAR marked copy.

General

1. We note your response to our prior comment 1.  You indicate
that
you have revised the registration statement so that 10% of the
shares
held by affiliates of Sonoma are being registered.  It appears to
us
that the affiliates are registering 10.93% of the outstanding
securities.  Please revise or advise as appropriate.

Risk Factors, page 4

2. We reissue our previous comment three.  Please revise risk
factor
five to explain how your enrollment growth would be affected.

Selling Security Holders, page 14

3. We note that Myron Landin, CEO Cast and Wisse Enterprises are
listed as selling security holders.  It appears that such
securities
were issued to these persons after the registration statement was
filed.  As a general matter, registrants may register resales by
selling stockholders whose shares were exempt from registration
under
the Securities Act of 1933.  We note that there is a question as
to
the basis of the exemption from registration for these
stockholders.
Please remove those stockholders from the table or advise us why
such
stockholders should not be removed.

4. Revise to identify the ultimate beneficial owner(s) of Wise
Enterprise, LLC.

Legal Proceedings page 17

5. Please revise to update your disclosure regarding the lawsuit
against H. John Stalcup to the latest date practicable.

Consortium Agreements, page 26

6. We do not understand why you have deleted the disclosure
addressing the consortium agreement between Sonoma and Biohealth
College, Inc.  Revise the business section and the MD&A section to
address the company`s consortium agreement with Biohealth College.
If the consortium agreement has been terminated then describe the
reasons for the termination.

7. We note your statement that "National Holistic Institutions ...
will offer its on-line Associate of Applied Science Degree in
Massage
Therapy (`AASMT`) to HNI students ...."  It appears that you are
saying you will offer National Holistic Institutions` on-line
associate of applied science degree to NHI students.  Please
clarify
your statements regarding the arrangement with National Holistic
Institution.

8. Indicate a date for the "Program Commencement" date noted.

Management`s Discussion and Analysis of Financial Condition on
Plan
of Operation, page 42

9. Please revise to address the company`s reduction in employees
from
73 employees to 44 employees and the reduction in full-time
faculty
from 8 to 5 members with a reduction in part-time faculty from 36
to
27 members.

Certain Relationships and Related Transactions, page 50

10. We note your deletion of Joseph Keats` name in the transaction
between Sonoma and Technology Exchange, Inc.  Please revise to
identify Joseph Keats in that paragraph.

Options/SARS Grants in the Last Fiscal Year, page 57

11. We note your statement that no options were granted to the
named
executive officers in the fiscal year ended June 30, 2005 but the
prior sentence indicates that options were granted in April 2005.
Please revise as appropriate.

Part II

Recent Sales of Unregistered Securities

12. We note your response to our previous comment 14 and that you
claim Section 4(2) as an exemption from registration.  Revise your
disclosure in the registration statement for these issuances, and
the
other issuance noted in this section, to describe the facts that
you
relied upon to make the exemption available.  For example, please
describe whether the investors were sophisticated and had access
to
the type of information normally provided in a prospectus.  See
Item
701(d) of Regulation S-B.

13. We note the transaction in April 2005 in which the company
granted options to 30 persons to purchase 2,570,000 shares of
common
stock.  Please describe the exemption from registration that you
relied upon and describe the 30 persons that were granted the
options.  See Item 701 of Regulation S-B.

14. We note your response to our previous comments 14 and 15 and
we
reissue comment 15. As previously noted, the filing of the
company`s
registration statement on November 22, 2004 constitutes a general
solicitation of the common stock.  See the Division of Corporation
Finance letter to the Board of Governors of the Federal Reserve
System dated March 23, 1984.  Section 4(2) does not provide for
any
form of general solicitation or advertising.  Advise us of the
legal
basis for your claimed Section 4(2) exemption for the issuance of
these securities.  Specifically provide the basis for the
issuances
after the registration was filed.  Please explain any affiliations
between the company and such persons.  We may have further
comment.

* * * * *

      As appropriate, please amend your registration statement 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 response 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 they
have made.

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 Brian Bhandari at (202) 551-3390 or Terence
O`Brien at (202) 551-3355  if you have questions regarding the
financial statements and related matters.  Please contact Thomas
Kluck at (202) 551-3233 or David Link, who supervised the review
of
your filing, at (202) 551-3356 with any other questions.

								Sincerely,

      John Reynolds
      Assistant Director

cc:	Stephen J. Czarnik
	Fax (212) 937-3870
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Mr. Charles D. Newman, CEO
Sonoma College, Inc.
10/26/2005
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