SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
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                               COHEN & CZARNIK LLP
                                  140 Broadway
                                   36th Floor
                            New York, New York 10005

STEPHEN J. CZARNIK, ESQ.
Direct Dial: (212) 232-8323
Fax:         (212) 937-3870

                                             March 24, 2005

VIA FEDERAL EXPRESS AND FACSIMILE

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention:        John Reynolds, Assistant Director
                  Office of Emerging Growth Companies

             Re:   Sonoma College, Inc.
                   Registration Statement on Form SB-2 (Reg. No. 33-120671)
                   -------------------------------------------------------------

Ladies and Gentlemen:

         On behalf of Sonoma  College,  Inc.,  I am  submitting  this  letter in
response  to the  comment  letter of the staff of the  Securities  and  Exchange
Commission  (the  "COMMISSION"),   dated  February  1,  2005,  regarding  Sonoma
College's registration  statement on Form SB-2 (Reg. No. 333-120671),  Amendment
No. 1, dated December 27, 2004.  Amendment No. 2 to the  registration  statement
was transmitted via EDGAR yesterday, March 22, 2005, which includes changes made
to the  registration  statement  in  response to the  staff's  comments.  I also
enclose five (5) copies of Amendment No. 2 to the registration statement.

         This letter recites below each comment of the Commission numbered in
accordance with the comment letter and, following each comment, sets forth our
response.

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.

We have revised the cover page of the prospectus to provide that the selling
security holders will sell the common stock at a fixed price, $1.00 per share,
until the shares are quoted on the OTC Bulletin Board and thereafter at
prevailing market prices or privately negotiated prices.

<PAGE>

Mr. John Reynolds, Assistant Director
Securities and Exchange Commission
March 24, 2005
Page 2 of 21

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.

The Company filed a Form D on February 22, 2005 with respect to its private
placement commencing in April 2004, a copy is attached hereto as Exhibit A.

3.       YOU REFER TO SONOMA COLLEGE, INC. AS THE "COMPANY" IN YOUR PROSPECTUS.
         THE TERMS "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 YOU REFER TO YOUR COMPANY.

We have revised the prospectus to use the actual company name, a shortened
version of it, or the pronoun "we" or "us" throughout our document when we refer
to Sonoma College, Inc.

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 ALL
         OF THE CAPITAL LETTERS, USE BOLD FACT TYPE OR ITALICS TO HIGHLIGHT THE
         INFORMATION.

We have revised the prospectus accordingly; although the italics do not show up
in the EDGAR version.

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.

We have deleted the statement in the prospectus that we anticipate that our
common stock will trade on the OTC Bulletin Board.

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.

We have removed the 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".

We have removed the statement from the prospectus.

8.       PLEASE INCLUDE THE DATE OF THE DEALER PROSPECTUS  DELIVERY  OBLIGATION.
         SEE ITEM 502(b) OF REGULATION S-B.

We included  the date of the dealer  prospectus  delivery  obligation,  June 11,
2005.

<PAGE>

Mr. John Reynolds, Assistant Director
Securities and Exchange Commission
March 24, 2005
Page 3 of 21

SUMMARY:

9.       WE NOTE THAT YOUR INTRODUCTION PARAGRAPH IN THIS SECTION IS IN ALL
         CAPITAL LETTERS. ALL CAPITAL LETTERS IMPEDES 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.

We have revised the prospectus throughout to substitute italics for all capital
letters; although the italics do not show up in the EDGAR version.

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.

We have revised the prospectus to include the following:

"While we experienced increased revenues in each current period as compared to
the comparable period of the preceding year, we incurred net losses in the six
months ended December 31, 2004 and the year ended June 30, 2004 of $809,314
(unaudited) and $235,832, respectively as we continued to implement our growth
plans. The following table summarizes these results. . ."

11.      PLEASE INCLUDE A SUMMARY FINANCIAL TABLE.

We have revised the prospectus to include the following:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                      YEAR ENDED JUNE 30,           SIX MONTHS ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------------------------
                                                     2004            2003               2004             2003
                                                     ----            ----               ----             ----
------------------------------------------------------------------------------------------------------------------
                                                                                     (Unaudited)      (Unaudited)
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>                 <C>               <C>
Revenues                                          $ 1,618,731     $ 1,588,102         $   842,843       $ 778,830
------------------------------------------------------------------------------------------------------------------
Net (Loss) Income                                 $ (235,832)     $    39,035         $ (809, 314)      $  34,590
                                                                                                        =========
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
Net (Loss) Income Per Common Share, Basic             $ (0.0)             $ 0.0            $(.01)            $0.0
and Diluted                                           =======             =====            ======            ====
------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------
</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.

We have revised the risk factor subheadings and narratives of the prospectus to
include specific disclosures of how our business and operations would be
affected.

<PAGE>

Mr. John Reynolds, Assistant Director
Securities and Exchange Commission
March 24, 2005
Page 4 of 21

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.

We have revised the risk factors to delete long and technical discussions which
are included within the business section of the prospectus.

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.

We have revised the risk factors of the prospectus to only include those factors
that represent a material risk to investors in this offering. We have removed
risk factors 11, 16, 17, 19, 21, 23, 25, and 26 from the prospectus.

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 BUTTON BOARD MAY CAUSE DIFFICULTY IN TRADING OF THE COMMON
         STOCK.

We have revised the last risk factor subheading to "You may experience
difficulty in trading our common stock because of penny stock regulations which
may limit a shareholder's ability to buy and sell our 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.

We have added the following risk factor in the prospectus:

"WE HAVE NOT RECORDED AN ANNUAL OPERATING PROFIT SINCE OUR FISCAL YEAR ENDED
JUNE 30, 2003. CONTINUING LOSSES MAY EXHAUST OUR CAPITAL RESOURCES AND FORCE US
TO DISCONTINUE OPERATIONS.

Our last recorded annual operating profit was for the 2003 fiscal year. From
June 30, 2004 through December 31, 2004, we incurred losses of $809,314. We
cannot be sure that we will achieve profitability in 2005 or thereafter."

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.

We have added the following risk factor:

BECAUSE THERE IS NOT NOW AND MAY NEVER BE A PUBLIC MARKET FOR OUR COMMON STOCK,
INVESTORS MAY HAVE DIFFICULTY IN SELLING THEIR SHARES.

<PAGE>

Mr. John Reynolds, Assistant Director
Securities and Exchange Commission
March 24, 2005
Page 5 of 21

Our common stock is currently not quoted on any market. No market may ever
develop for our common stock, or if developed, may not be sustained in the
future. Accordingly, our shares should be considered totally illiquid, which
inhibits investors' ability to sell their shares.

18.      THE RISK FACTOR SUBHEADINGS SHOULD STATE THE MATERIAL RISK IN A CLEAR
         AND CONCISE MANNER. IN THIS REGARD, THE SUBHEADING SHOULD DISCLOSE THE
         CONSEQUENCES TO THE INVESTOR OR TO SONOMA COLLEGE, SHOULD THE RISK
         MATERIALIZE. PLEASE REVISE YOUR RISK FACTOR SUBHEADINGS ACCORDINGLY, AS
         APPLICABLE.

Please see the response to comment number 17.

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.

We have revised the prospectus to eliminate any unnecessary parentheticals.

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.

We have revised the prospectus to include imbedded lists as bullet points.

FORWARD-LOOKING STATEMENTS:

21.      PLEASE   REMOVE  THE  WORD  "WILL"  FROM  THE   PARAGRAPH   IDENTIFYING
         FORWARD-LOOKING STATEMENTS.

We have removed 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.

We have revised the table of selling shareholders to designate that portions of
the table assume that all of the shares of common stock being registered
pursuant to the prospectus will be sold.

<PAGE>

Mr. John Reynolds, Assistant Director
Securities and Exchange Commission
March 24, 2005
Page 6 of 21

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.

For each selling stockholder that is listed as a company or entity, we have
revised the prospectus to include footnotes to the selling shareholder list
which provides 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.

We have revised the selling shareholders table in the prospectus 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.

We have revised the prospectus to delete the reference to "e