SecProbe.io

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Mail Stop 3561

								November 22, 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. 6 filed November 2, 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 continue to believe that the public registration statement
may
have constituted general solicitation in offering the securities
in
the private placements to the noteholder in March 2005, CEOCast,
Inc.
in May 2005, Wisse Enterprises LLC in July 2005 and TLC, LLC in
October 2005.  Consideration must be given to what disclosure and
other changes need to be made to the registration statement to
reflect the possible Section 5 violations.  Please add disclosure
regarding the company`s possible Section 5 violations under the
Securities Act of 1933 in the appropriate sections of the
prospectus
such as the risk factor section and the "Recent Sales of
Unregistered
Securities" section.  In the risk factor, discuss the
ramifications
of the right of rescission such as the right to receive the amount
paid for the security plus interest and include the total amount
of
the potential liability.  Also revise the MD&A section to discuss
the
impact that the right of rescission could have upon the company`s
liquidity.  Additionally, to the extent appropriate for each
transaction consideration must be given to reclassifying these
issuances outside of stockholders` equity and in to the mezzanine
of
your financial statements.  We may have further comment.

2. We note your consulting agreement between the company and CEO
Cast.  Please revise to briefly describe the consulting agreement,
in
an appropriate section of the prospectus, or advise us why the
disclosure is not material.

Risk Factors

3. The risk factors need to be set forth in the order of
materiality.
Please revise accordingly.  In this regard, you must more
prominently
disclose that the company`s the need for additional financing and
the
lack of a trading market for the common stock.

4. We note the company`s reduction in employees and faculty.
Revise
to address the risks to the company from the reductions in
employees
and faculty or advise us why such a risk factor is not necessary.
We
may have further comment.

Selling Security Holders, page 14

5. We note that Cohen and Czarnik LLP own 104,167 shares and are
registering 52,084 shares for resale.  Supplementally advise us
when
Cohen and Czarnik LLP received the noted shares and briefly
describe
the transactions in which they were issued.  We may have further
comment.

Faculty, page 40

6. Please update this section.

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

7. We note your response to our previous comment nine and we
reissue
the comment.  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.

8. We note your statement that "management believes that we will
have
adequate working capital resources through June 30, 2006, as noted
above, we may require additional funds ...."  We also note your
statement, in the risk factors section, that "based on our current
plans, we believe our existing cash and cash equivalents along
with
cash generated from operations will be sufficient to fund our
operating expenses and capital requirements through March 31, 2006
...."  Please revise to reconcile your statements regarding how
long
you can satisfy your capital requirements.

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

9. We reissue our previous comment 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.

Consolidated Financial Statements

Consolidated Balance Sheets, F-4

10. We note your recent issuances of an option, common stock and
warrants (issued for cash, services and in conjunction with
financing) may be in violation of Section 5 under the Securities
Act
of 1933.  Accordingly, it appears that these financial instruments
are redeemable at the option of the holder.  Please tell us why
these
financial instruments are not presented separately from
stockholders`
equity.  Refer to ASR 268 and Section I.A. of the Division of
Corporation Finance: Frequently Requested Accounting and Financial
Reporting Interpretations and Guidance, available on our website.
Also, please make appropriate disclosure in MD&A and the footnotes
to
discuss the matter.

Other

11. Please note the updating requirements for the financial
statements as set forth in Item 310(g) of Regulation S-B and
provide
a current dated consent of the independent accountants in any
amendments.

Part II

Recent Sales of Unregistered Securities

12. We reissue in part our previous comment 13.  We note the
transactions in April 2005 in which the company granted options to
30
persons to purchase 2,570,000 shares of common stock.  Please
describe which exemption, either Section 4(2) or Rule 701 that the
company relied upon for each transaction.  Also describe the facts
relied upon to make the Rule 701 exemption available.  Please
describe the 30 persons that received the options.  See Item 701
of
Regulation S-B.

13. We note your response letter dated November 7, 2005.  Provide
us
with a copy of the agreement between Sonoma College and Mr. Landin
concerning the issuance of the 156,250 shares.  We may have
further
comment.

14. We note your response to comment 12 and the changes made in
the
"Recent Sales of Unregistered Securities" section.  For each of
the
private placement offerings you must indicate all the facts
supporting the availability of the exemption from registration
contained in Section 4(2) of the Securities Act of 1933.  We may
have
additional 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.
November 22, 2005
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