UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[x]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                          OF THE SECURITIES ACT OF 1934
                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2006

                                       OR

[ ]             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                          OF THE SECURITIES ACT OF 1934
            FOR THE TRANSITION PERIOD FROM ___________TO ____________

                        COMMISSION FILE NUMBER: 33-120671


                              SONOMA COLLEGE, INC.
             (Exact name of registrant as specified in its charter)

          CALIFORNIA                                             68-0290784
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                             1304 SOUTH POINT BLVD.
                                    SUITE 280
                               PETALUMA, CA 94954

          (Address, including zip code, of principal executive offices)

                                 (707) 283-0800

              (Registrant's telephone number, including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

(1) Yes  |X|    No

(2) Yes  __     No  |X|

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's class of common
equity, as of the latest practicable date: At April 30, 2006, the issuer had
outstanding 63,885,467 shares of Common Stock, par value $.0001 per share.

Transitional Small Business Disclosure Format (Check one):  Yes |_|  No |X|



<PAGE>



                              SONOMA COLLEGE, INC.

                                   FORM 10-QSB


                                      INDEX

                         PART I - FINANCIAL INFORMATION

                                                                            Page
   Item 1.                                                                  -

                    Condensed Consolidated Balance Sheet -
                    March 31, 2006 (Unaudited)                               1-2

                    Condensed Consolidated Statements of Operations
                    for the three and nine months ended March 31, 2006
                    and 2005 (Unaudited)                                       3

                    Condensed Consolidated Statement of Stockholder
                    Deficit for the nine months ended March 31, 2006
                    and 2005 (Unaudited)                                       4

                    Condensed Consolidated Statements of
                    Cash Flows for the nine months ended
                    March 31, 2006 and 2005 (Unaudited)                        5

                    Notes to Condensed Consolidated Financial Statements       7


   Item 2.          Management's Discussion and Analysis or
                    Plan of and Results of Operations                         15

   Item 3.          Controls and Procedures


                           PART II - OTHER INFORMATION

   Item 1.          Legal Proceedings

   Item 2.          Changes in Securities

   Item 3.          Defaults by the Company upon Its Senior Securities

   Item 4.          Submission of Matters to a Vote of Security Holders

   Item 5.          Other Information

   Item 6.          Exhibits and Reports on Form 8-K

                    Signatures

                    Certification Pursuant to Section 302 of the
                    Sarbanes-Oxley Act of 2002




<PAGE>


                                     PART I.
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS
         --------------------


                                             SONOMA COLLEGE, INC. AND SUBSIDIARY
                                            CONDENSED CONSOLIDATED BALANCE SHEET
                                                                  March 31, 2006
                                                                     (Unaudited)


                                     ASSETS
                                     ------


CURRENT ASSETS
--------------
Cash and cash equivalents                                             $ 115,945
Accounts receivable, net of allowance for
  doubtful accounts of $90,172                                          143,739
Prepaid expenses and other current assets                                54,802
                                                                      ---------

Total Current Assets                                                    314,486

PROPERTY AND EQUIPMENT, NET                                             161,948

INTANGIBLE ASSETS, NET                                                  298,270

SECURITY DEPOSITS                                                        69,683
                                                                      ---------

TOTAL ASSETS                                                          $ 844,387
                                                                      =========





     See accompanying notes to condensed consolidated financial statements.



                                       1

<PAGE>
                                             SONOMA COLLEGE, INC. AND SUBSIDIARY
                                            CONDENSED CONSOLIDATED BALANCE SHEET
                                                                  March 31, 2006
                                                                     (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
                      -------------------------------------

CURRENT LIABILITIES
-------------------
Accounts payable and accrued expenses                              $    969,624
Unearned tuition                                                        373,742
Advanced tuition                                                        157,199
Notes payable                                                           500,000
Capital lease obligations, current portion                               29,671
                                                                   ------------

      Total Current Liabilities                                       2,030,236

NOTES PAYABLE TO OFFICERS/STOCKHOLDERS                                  939,391
NOTE PAYABLE - RELATED PARTY                                            230,981
CAPITAL LEASE OBLIGATIONS, LESS CURRENT PORTION                          91,419
COMMON STOCK AND STOCK OPTIONS SUBJECT TO RESCISSION                     87,699
                                                                   ------------

      TOTAL LIABILITIES                                               3,379,726
                                                                   ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT
   Common stock, $0.0001 par value; 250,000,000 shares
     authorized; 63,510,467 shares issued and outstanding,
     net of 375,000 shares included in common stock and
     stock options subject to rescission                                  6,351
Additional paid-in capital                                              951,362
Accumulated deficit                                                  (3,493,052)
                                                                   ------------

TOTAL STOCKHOLDERS' DEFICIT                                          (2,535,339)
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                        $    844,387
                                                                   ============



     See accompanying notes to condensed consolidated financial statements.



                                       2
<PAGE>


                                             SONOMA COLLEGE, INC. AND SUBSIDIARY
                                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------
                                                                     (Unaudited)

<TABLE>
<CAPTION>
                                                        For the Three Months Ended                   For the Nine Months Ended
                                                    ----------------------------------         ----------------------------------
                                                                 March 31,                                    March 31,
                                                    -----------------------------------------------------------------------------
                                                        2006                  2005                   2006                 2005
                                                    -----------------------------------------------------------------------------
REVENUES
--------
<S>                                                 <C>                   <C>                  <C>                  <C>
   Tuition and fee income                           $    526,090          $    459,810         $   1,769,658        $   1,302,653
                                                    ------------          ------------         -------------        -------------
OPERATING EXPENSES
------------------
Instructional costs                                      381,256               355,497             1,132,964              934,188
Sales and marketing                                       38,600               152,284               201,499              408,239
General and administration
   (including compensatory element
   of stock compensation of $37,958,
   $10,000,  $37,958, and $45,000,
   respectively)                                         740,631               448,079             1,745,693            1,228,153
Depreciation and amortization                             22,417                19,415                67,607               53,362
                                                    ------------          ------------         -------------        -------------

      TOTAL OPERATING EXPENSES                         1,182,904               975,275             3,147,763            2,623,942
                                                    ------------          ------------         -------------        -------------

      LOSS FROM OPERATIONS                              (656,814)             (515,465)           (1,378,105)          (1,321,289)

OTHER (EXPENSE)
---------------
Interest                                                 (23,524)               (5,681)              (62,620)              (9,169)
                                                    ------------          ------------         -------------        -------------

      NET LOSS                                      $   (680,338)         $   (521,146)        $  (1,440,725)       $  (1,330,458)
                                                    ============          ============         =============        =============

NET LOSS PER COMMON SHARE -  BASIC
AND DILUTED                                         $      (0.01)              $ (0.01)              $ (0.02)             $ (0.02)
                                                    ============          ============         =============        =============

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING - BASIC AND DILUTED                63,885,467            63,510,467            63,869,044           63,344,143
                                                    ============          ============         =============        =============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       3
<PAGE>



                                             SONOMA COLLEGE, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                                        For the Nine Months Ended March 31, 2006
                                                                     (Unaudited)

<TABLE>
<CAPTION>
                                   -----------------------------
                                             Common Stock
                                   -------------------------------------------------------------------------------------------------

                                                                    Additional                         Deferred
                                                                      Paid-in        Accumulated    Consulting and
                                        Shares          Amount        Capital          Deficit       Finance Fees          Total
                                   -------------------------------------------------------------------------------------------------

<S>                                   <C>              <C>           <C>             <C>               <C>             <C>
Balance at July 1, 2005               63,510,467       $ 6,351       $ 913,404       $(2,052,327)      $ (4,433)       $(1,137,005)

Amortization of deferred
  consulting fees                             --            --              --                --          4,433              4,433

Issuance of stock options
  for services                                --            --          37,958                --             --             37,958

Net loss                                      --            --              --        (1,440,725)            --         (1,440,725)
                                   -------------------------------------------------------------------------------------------------

Balance at March 31, 2006
  (Unaudited)                         63,510,467       $ 6,351       $ 951,362       $(3,493,052)      $     --        $(2,535,339)
                                   =================================================================================================
</TABLE>



     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>



                                              Sonoma College, Inc.and Subsidiary
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           For the Nine Months Ended
                                                                                    March 31,
                                                                       -----------------------------------
                                                                            2006                   2005
                                                                       -----------------------------------
                                                                         (Unaudited)            (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                                                    <C>                    <C>
 Net loss                                                              $ (1,440,725)          $ (1,330,458)

   Adjustments to reconcile net loss to net
   cash used in operating activities:
     Depreciation and amortization                                           67,607                 53,362
     Provision for bad debts                                                 11,012                 39,198
     Amortization of deferred consulting fees                                 4,433                 30,000
     Issuance of common stock and options for services                       37,958                 15,000
   Changes in operating assets and liabilities:
     Accounts receivable                                                     91,382               (199,795)
     Program receivable - related party                                          --                116,000
     Prepaid expenses and other current assets                               49,184                 (7,924)
     Security deposit                                                        (7,978)               (51,175)
     Accounts payable and accrued expenses                                  511,068                364,230
     Unearned tuition                                                        40,107                153,257
     Advanced tuition                                                        46,170                 82,166
     Due to related party                                                     2,849                     --
     Common stock and stock options subject to rescission                    50,763                     --
                                                                       ------------           ------------
           NET CASH USED IN OPERATING ACTIVITIES                           (536,170)              (736,139)
                                                                       ------------           ------------


CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
    Purchases of intangibles, curricula                                     (42,150)              (123,475)
Purchases of property and equipment                                         (22,012)               (43,707)
                                                                       ------------           ------------
           NET CASH USED IN INVESTING ACTIVITIES                            (64,162)              (167,182)
                                                                       ------------           ------------



CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
     Proceeds from private placement, net of issuance costs                      --                 85,000
     Collection from stock subscriptions receivable                              --                 75,000
     Proceeds of notes payable                                              500,000                150,000
     Repayment of note payable                                             (150,000)                    --
     Proceeds of notes payable to officers/stockholders                     705,500                287,891
     Repayment of notes payable to officers/stockholders                   (395,000)                    --
     Advances from related party                                             76,232                     --
     Principal payments on capital lease obligations                        (24,420)               (15,039)
                                                                       ------------           ------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                                   712,312                582,852
                                                                       ------------           ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                        111,980               (320,469)

CASH AND CASH EQUIVALENTS  - Beginning                                        3,965                346,218
-------------------------                                              ------------           ------------


CASH AND CASH EQUIVALENTS  - Ending                                    $    115,945           $     25,749
-------------------------                                              ============           ============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                       5

<PAGE>

                                              Sonoma College, Inc.and Subsidiary
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                     For the Nine Months Ended
                                                             March 31,
                                                     -------------------------
                                                        2006           2005
                                                     -------------------------
                                                    (Unaudited)    (Unaudited)

SUPPLEMENTAL DISCLOSURES OF
  CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest                                         $ 21,651        $  9,169
    Income taxes                                     $     --        $    120
  Non-cash investing and financing activities:
    Purchase of equipment through
      capital lease obligations                      $ 76,160        $ 49,985
    Conversion of due to related party to
      Notes payable to related party                 $230,981        $     --



     See accompanying notes to condensed consolidated financial statements.



                                       6
<PAGE>


                              SONOMA COLLEGE, INC.
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
           FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2006 AND 2005


NOTE 1. BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated balance sheet as of
March 31, 2006, the condensed consolidated statements of operations for the
three and nine-month periods ended March 31, 2006 and 2005, stockholders'
deficit for the nine-month periods ended March 31, 2006 and cash flows for the
nine-month periods ended March 31, 2006 are unaudited. The unaudited condensed
consolidated financial statements have been prepared on the same basis as the
annual consolidated financial statements and, in the opinion of management,
reflect all adjustments, which include only normal recurring adjustments,
necessary to present fairly Sonoma's condensed consolidated financial position
as of March 31, 2006, and condensed consolidated results of operations for the
three and nine-month periods ended March 31, 2006 and 2005 and cash flows for
the nine-month periods ended March 31, 2006 and 2005. The results of operations
for the three and nine-month periods ended March 31, 2006 are not necessarily
indicative of the results to be expected for the full year ending June 30, 2006,
or for any other interim period. The accompanying condensed consolidated
financial statements should be read in conjunction with the audited consolidated
financial statements of Sonoma for the years ended June 30, 2005 and 2004
included in its Form SB-2/A pursuant to Rule 424(b)(3) filed with the Securities
and Exchange Commission on January 27, 2006.

The accompanying unaudited interim condensed consolidated financial statements
have been prepared assuming that the Company will continue as a going concern.
The Company incurred a net loss of $1,440,725 for the nine months ended March
31, 2006. In addition, as of March 31, 2006 the Company had a working capital
deficiency of $1,715,750 and a stockholders' deficit of $2,535,339. These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. These condensed consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


NOTE 2. SUMMARY OF SELECTED SIGNIFICANT ACCOUNTING POLICIES

The accounting policies followed by Sonoma are set forth in Notes 1 and 2 to
Sonoma's audited consolidated financial statements included in its Form SB-2/A
filed pursuant to Rule 424 (b) (3) as of and for the years ended June 30, 2005
and 2004. These accounting policies conform to accounting principles generally
accepted in the United States of America, and have been consistently applied in
the preparation of the condensed consolidated financial statements as of and for
the three and nine month periods ended March 31, 2006 and 2005.

PRINCIPLES OF CONSOLIDATION

The condensed consolidated financial statements of Sonoma include the accounts
of Sonoma and its wholly-owned subsidiary, MW Asia, Inc., after elimination of
intercompany accounts and transactions.

USE OF ESTIMATES

The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions. Such estimates and assumptions affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the condensed consolidated financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from estimated amounts.

EARNINGS (LOSS) PER SHARE

Basic net earnings (loss) per share are calculated based on the weighted average
number of common shares outstanding for the period. Since any common stock
purchase options, outstanding warrants and any security potentially convertible
into common stock for the three and nine month periods ended March 31, 2006 and
2005 would be anti-dilutive, the basic and fully diluted shares are the same for
calculating earnings (loss) per share. Securities that could potentially dilute
basic EPS in the future that were not included in the computation of diluted EPS
because to do so would have been antidilutive for the periods presented consist
of the following:



                                       7
<PAGE>

                                                     March 31,
                                               2006             2005
                                           (Unaudited)      (Unaudited)
                                           -----------      -----------

Warrants to purchase common stock              40,000             --

Options to purchase common stock              400,000        400,000

Stock options issued under
2004 Stock Option Plan                      3,100,000             --
                                           ----------       --------
                                            3,540,000        400,000
                                           ==========       ========


NOTE 2 - SUMMARY OF SELECTED SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

REVENUE RECOGNITION AND UNEARNED TUITION

Revenue from tuition and fees are recognized pro-rata (on a straight-line basis)
over the relevant period attended by the student of the applicable course or
program. If a student withdraws from a course or program, the paid but unearned
portion of the student's tuition is refunded. Refunds are calculated and paid in
accordance with applicable federal, state and institutional refund policies.
Unearned tuition represents the portion of tuition payments received but not
earned and is reflected as a current liability in the accompanying condensed
consolidated balance sheet as such amount is expected to be earned within the
next year. Advanced tuition represents funds received from students related to
courses or programs that have not yet commenced. If a student does not commence
the related course or program, the full amount is refunded. Revenues are
recognized over the period of service and are generally invoiced on a per
semester basis.

STOCK BASED COMPENSATION

On April 25, 2004, Sonoma adopted its 2004 Stock Option Plan. In the nine month
period ended March 31, 2006 230,000 (including 150,000 granted to employees)
options were granted to employees and consultants pursuant to its 2004 Stock
Option Plan. During the nine month period ended March 31, 2005, there were no
options granted to employees and consultants. These options have an exercise
price of $.50 per share, a three-year life and vest upon grant. In accordance
with SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure" which amends SFAS No. 123, Accounting for Stock-Based Compensation,"
Sonoma has elected to follow the intrinsic value method in accounting for
stock-based employee compensation arrangements as defined by APB Opinion No. 25,
"Accounting for Stock Issued to Employees", and FASB Interpretation No. ("FIN")
44, "Accounting for Certain Transactions Involving Stock Compensation" under the
Plan. No compensation expense will be recognized for options that may be granted
to employees, as all options granted under the plan have an exercise price equal
to the market value of the underlying common stock on the date of grant. The
following table illustrates the effect on net loss and net loss per share had
the Company applied the fair value recognition provisions of SFAS No. 123 to
options granted to employees in the three and nine month periods ended March 31,
2006:

                                             For the Three      For the Nine
                                             Months Ended       Months Ended
                                            March 31, 2006     March 31, 2006


  Net loss                                    $  (680,338)     $ (1,440,725)
  Deduct:
      Total stock-based employee
      compensation expense
      determined under fair
      value-based method for all awards          (119,687)         (119,687)
                                              -----------      ------------
  Pro forma net loss                          $  (800,025)     $ (1,560,412)
                                              ===========      ============

  Basic and diluted net loss
  per common share as reported                $      (.01)     $       (.02)
                                              ===========      ============
  Basic and diluted pro forma
  net loss per common share                   $      (.01)     $       (.02)
                                              ===========      ============


                                       8
<PAGE>

The Company recognized $37,958 in stock compensation expense with respect to
80,000 non-employee stock options issued in the quarter ended March 31, 2006.

The fair value of the Company's options at date of grant was estimated using the
Black-Scholes fair value based method with the following weighted average
assumptions:


      Expected life (years)                      3
      Risk free interest rate               4.54%-4.72 %
      Volatility                                164%
      Dividend rate                              0%


The volatility was based upon a review of the history of comparable companies.

In December 2004, the FASB (the "Financial Accounting Standards Board") issued
Statement No. 123R (revised 2004), "Share-Based Payment," ("FAS 123R") that
addresses the accounting for share-based payment transactions in which a company
receives employee services in exchange for either equity instruments of a
company or liabilities that are based on the fair value of the company's equity
instruments or that may be settled by the issuance of such equity instruments.
SFAS No. 123R will require the Company to expense stock options based on grant
date fair value in its financial statements. FAS 123R eliminates the ability to
account for share-based compensation transactions using the intrinsic method
that the Company currently uses and requires that such transactions be accounted
for using a fair-value-based method and recognized as expense in the condensed
consolidated statement of operations. For small business issuers, the effective
date of FAS 123R is for the first annual period beginning after December 15,
2005. The Company expects that FAS 123R will have a significant impact on its
condensed consolidated financial statements.


RECENT ACCOUNTING PROCOUNCEMENTS

In May 2005, the FASB issued Statement No. 154, Accounting Changes and Error
Corrections-A Replacement of APB Opinion No. 20 and SFAS No. 6 ("SFAS No. 154").
SFAS No. 154 changes the requirements for the accounting and reporting of a
change in accounting principle be requiring retrospective application to prior
periods' financial statements of the change in accounting principle, unless it
is impracticable to do so. SFAS No. 154 also requires that a change in
depreciation or amortization for long-lived, non-financial assets be accounted
for as a change in accounting estimate effected by a change in accounting
principle. SFAS No. 154 is effective for accounting changes and corrections of
errors made in fiscal years beginning after December 15, 2005. The adoption of
SFAS No. 154 will be effective for the next fiscal year commencing July 1, 2006.
The Company does not expect that SFAS No. 154 will have a material effect on its
consolidated financial staements.

NOTE 3. NOTES PAYABLE

a. In March 2005, Sonoma received $150,000 in proceeds of a short-term note
payable to an individual which bore interest at 7.5% per annum, was due in
September 2005. In addition, the Company issued a 5 year option to purchase
40,000 shares of its common stock at $1.00 per share. The fair value of the
option was determined to be immaterial. This note was paid in September 2005.

b. On July 13, 2005, Sonoma College entered into a one-year revolving credit
line agreement with Wisse Enterprises LLC ("Wisse") and executed a promissory
note in favor of Wisse in an amount up to $500,000. The terms of the revolving
credit line agreement and promissory note provide that Sonoma College may borrow
up to $500,000 from Wisse. Sonoma College borrowed $300,000 upon the execution
of the agreements at an annual rate of interest of 3.51% (LIBOR), adjusted
monthly. Related interest expense for the nine months ended March 31, 2006 and
accrued interest included in accounts payable and accrued expenses each amounted
to $7,626. As of March 31, 2006 the balance outstanding was $400,000. Each draw
down (borrowing) from the revolving credit line is due on the earlier of the
first anniversary of such draw down (borrowing) or the expiration of the
agreement. Any draws (borrowings) from the revolving credit line must be made
within the first year of the revolving credit line agreement. Interest is
payable to



                                       9
<PAGE>

Wisse Enterprises monthly. The Chairman, Chief Executive Officer and Executive
President of Sonoma College personally guaranteed the obligations of Sonoma
College pursuant to a guaranty agreement. In addition, pursuant to the revolving
credit line agreement, the Company issued 375,000 shares of its common stock to
Wisse and granted Wisse an option to purchase 250,000 shares of common stock of
the Company at an exercise price of $0.50 per share. The option expires on the
third anniversary of the revolving credit line agreement. The aggregate fair
value of the common stock issued using a value of $.096 per share of $36,000 and
the value of the common stock purchase option of $14,763 determined utilizing
the Black-Scholes option pricing model has been accounted for as a component of
deferred financing costs included in prepaid expenses and other current assets
in the accompanying condensed consolidated balance sheet as of March 31, 2006,
and is being amortized ratably to expense over the 12-month term of the
agreement. These transactions were exempt from registration pursuant to Section
4(2) of the Securities Act of 1933.

c. In October 2005, Sonoma College entered into a Convertible Promissory Note
("Note") agreement with TLC, LLC for the amount of $100,000. The note bears
interest at 7.5% per annum. Related interest expense for the nine months ended
March 31, 2006 and accrued interest included in accounts payable and accrued
expenses each amounted to $3,247. Principal and accrued interest is due and
payable in full in October 2006. At Sonoma's option, this Note and accrued
interest thereon is convertible at any time prior to maturity into shares of
Sonoma common stock at the conversion rate of $.20 per share. In addition,
Sonoma granted TLC, LLC a non-qualified stock option to purchase 50,000 shares
of its common stock at an exercise price of $0.50 per share. The option may be
exercised at any time during its term, which expires in October 2008. The
aggregate fair value of the common stock purchase option of $2,956 was
determined utilizing the Black-Scholes option pricing model.

In connection with the registration statement the Company initially filed
November 22, 2004 on Form SB-2 with the Securities and Exchange Commission, the
common shares and stock options issued in the Wisse and TLC, LLC transactions
may have constituted a general solicitation in the offering of these securities,
which would be a violation of Section 5 of the Securities Act of 1933.
Consequently these parties may have a right of rescission for the value of these
shares and options of $50,763. Consequently, the amount has not been accounted
for as a component of stockholders' deficit, but reflected as a component of the
liability, "Common stock and stock options subject to rescission", in the
accompanying condensed consolidated balance sheet as of March 31, 2006. In
addition, the Company would be obligated for interest expense in the event of
rescission by Wisse and TLC, LLC, the amount of which was not material for the
three and nine months ended March 31, 2006.


NOTE 4. COMMITMENT AND CONTINGENCIES

LITIGATION

On February 26, 2004, as amended on September 12, 2004, Sonoma entered into an
employment agreement with H. John Stalcup as its President and Chief Academic
Officer (the "CAO"), which had an original expiration date of June 30, 2007,
unless renewed by Sonoma no later than May 31, 2006. The employment agreement,
as amended, originally provided for the following compensation:

(i) For the period beginning on February 26, 2004 and ending on August 31, 2004,
compensation at the rate of $75,000 per annum; for the period beginning on
September 1, 2004 and ending on the termination of the Agreement, $100,000 per
annum.

(ii) Beginning on September 1, 2004, a quarterly cash bonus of up to $25,000 as
determined on a quarter by quarter basis, if the CAO and/or Sonoma achieved
certain quarterly objectives as agreed to in writing by and between the Board of
Directors of the Company and the CAO, and,

(iii) For each of the three fiscal years commencing with the year ended June 30,
2005, an option (under its 2004 Stock Option Plan) to purchase three hundred
thirty three thousand (333,000) shares of common stock of Sonoma for the
achievement of certain objectives as agreed to in writing by and between the
Board of Directors of Sonoma and the CAO. The exercise price with respect to any
option that could have been granted pursuant to this provision of the employment
agreement would be the fair market value of the common stock underlying such
option on the date of grant of the option.


                                       10
<PAGE>

On April 4, 2005, the Board of Directors of Sonoma College terminated the CAO
for cause and removed the CAO as a member of the Board of Directors. On May 2,
2005, Sonoma filed a lawsuit against the CAO and his spouse, in the Superior
Court of the State of California in and for the County of Sonoma. Management
believes, and has alleged in its complaint against the CAO and his wife, that,
among other things: (i) the COA breached his employment agreement and other
common law duties to Sonoma College by working for a competitor, the University
of Northern California; and, (ii) the CAO breached the Assignment of Right and
Exclusive License and Assumption of Obligations and Sale of Certain Assets
Agreement entered into with Sonoma College by licensing the intellectual
property transferred to the Company pursuant to the agreement to third parties.
Pursuant to the complaint, management requested that the court grant
compensatory damages, punitive damages, attorneys' fees and injunctive relief.
Management intends to aggressively enforce its rights and claims in connection
with the complaint. The CAO has filed an answer to Sonoma's complaint and a
cross-complaint for wrongful termination, breach of contract and conversion.
Sonoma has filed an answer to the cross-complaint.

In addition, Mr. Stalcup filed a complaint with the U.S. Department of Labor
with respect to the issues set forth in his cross-complaint pursuant to the
employee protection provisions of Title VIII of the Sarbanes-Oxley Act of 2002.
Mr. Stalcup's complaint was dismissed by the U.S Department of Labor in August
2005 because Sonoma was determined not to be an employer subject to the
applicable provisions of the Sarbanes-Oxley Act. Mr. Stalcup appealed the U.S.
Department of Labor's determination in September 2005. In February 2006, Mr.
Stalcup's appeal was dismissed by the U.S Department of Labor.

Management does not believe that the lawsuit will have a material adverse effect
on its consolidated financial position or results of operations.

EMPLOYMENT AGREEMENT

On February 1, 2006, Sonoma entered into an employment agreement with Dr. Tricia
Devin, appointing her as the new Chief Academic Officer (the "CAO") of Sonoma
College. The agreement expires January 15, 2007 and provides that such term
shall be automatically extended for additional periods of one (1) year
commencing on January 16, 2007 and each January 16th thereafter unless either
party shall have given notice in accordance with the terms of the agreement to
the other party that such party does not desire to extend the term of this
Agreement.

The employment agreement provides for the following compensation:

(i) Compensation for the term of the agreement at the rate of $100,000 per
annum;

(ii) Executive housing expenses of One Thousand One Hundred and Thirty Dollars
($1,130) per month for the period commencing on the Effective Date and
terminating on July 31, 2006;

(iii) Moving costs, not to exceed Three Thousand Dollars ($3000); and

(iv) A qualified stock option (under its 2004 Stock Option Plan) to purchase one
hundred thousand (100,000) shares of common stock of Sonoma. The exercise price
with respect to any option granted pursuant to this provision of the employment
agreement is $0.50 per share, is immediately exercisable and shall expire five
years from the date of grant, or within 90 days of termination.

TERMINATED CONSULTING AGREEMENT

In May 2005, the Company entered into a one-year consulting agreement with
CEOCast, Inc. ("CEOCast"). Pursuant to the Consulting Agreement, CEOCast was to
assist the Company with its investor relations (including, assistance with its
website, preparation of informational materials, strategic advice and other
customary investor relations services). CEOCast was paid $10,000 for the first
and last month's payment under the agreement, and issued 200,000 shares of
Sonoma College's fully-paid non-assessable restricted common stock. In addition,
the Company was to pay CEOCast $5,000 per month during the term of the
agreement. On November 30, 2005, the Company became aware that on February 6,
1998, the Federal Reserve Board issued an Order of Prohibition against the
current Chairman and President of CEOCast. As a result of this information, the
Company has notified CEOCast that it will immediately terminate the original
agreement ab initio, cancel the 200,000 common shares issued under the
agreement, originally valued at $19,200, and seek recovery of any funds paid to
CEOCast. The consolidated balance sheet as of June 30, 2005 has been restated to
reflect the cancellation of these shares, and to reverse deferred consulting
fees of $19,200, which had originally been included in the consolidated
statement of stockholders' (deficit) equity for the fiscal year ended June 30,
2005.


                                       11
<PAGE>

CAPITALIZED LEASE OBLIGATIONS

During the nine months ended March 31, 2006, Sonoma entered into two capitalized
lease-purchase agreements for (i) furniture and computer equipment and (ii) to
finance the annual operating cost of its online education platform. The total
initial principal amount of the transactions approximated $76,000.

PROGRAM REVIEW AUDITS AND COMPLIANCE

As a condition to participating in the various grant and loan programs, Sonoma
is subject to various program review audits conducted by the financial aid
provider and an independent auditor. The results of these audits sometimes lead
to assessments for non-compliance and Sonoma must make restitution. For the
years through June 30, 2004, no events of noncompliance have taken place. Based
upon Sonoma's experience, no accruals for potential assessments for the nine
month period ended March 31, 2006 (unaudited) and the year ended June 30, 2005,
respectively, were required.

Sonoma is subject to extensive regulation by federal and state governmental
agencies and accrediting bodies. In particular, Higher Educations Agency
("HEA"), and the regulations promulgated there under by the Department of
Education ("DOE"), subjects Sonoma to significant regulatory scrutiny on the
basis of numerous standards that must be satisfied in order to participate in
the various federal student financial assistance programs under Title IV of the
HEA.

To participate in the Title IV Programs, Sonoma must be authorized to offer its
programs of instruction by the relevant agencies of the state in which it is
located, accredited by an accrediting agency recognized by the DOE and certified
as eligible by the DOE. The DOE will certify an institution to participate in
the Title IV Programs only after the institution has demonstrated compliance
with the HEA and the DOE's extensive regulations regarding institutional
eligibility. An institution must also demonstrate its compliance to the DOE on
an ongoing basis. As of June 30, 2005, management believes that Sonoma was in
substantial compliance, with the foregoing non-financial requirements.

Sonoma must demonstrate compliance with specific DOE standards of financial
responsibility, based upon, among other things, Sonoma's annual consolidated
audited financial statements. This financial information was provided to DOE by
March 31, 2006. The DOE then calculates Sonoma's composite score for financial
responsibility based on its (i) equity ratio, which measures the institution's
capital resources, ability to borrow and financial viability; (ii) primary
reserve ratio, which measures the institution's ability to support current
operations from expendable resources; and (iii) net income ratio, which measures
the institution's ability to operate at a profit. An institution that does not
meet the DOE's minimum composite score may demonstrate its financial
responsibility by posting a letter of credit in favor of the DOE in an amount of
not less than 50% of the Title IV Program funds received by the institution
during its prior fiscal year. Alternatively, an institution could accept
provisional certification and be required to post a letter of credit of not less
than 10% of Title IV Program funds received during its prior fiscal year and
other financial terms and conditions with which it must comply. Sonoma received
$1,620,000 in Title IV funds for the year ended June 30, 2005. Such conditions
include reporting results earlier, compliance with debt provisions of loan
agreements, limitations on withdrawal of owners including declaring of
dividends, and provision of an independent compliance certificate, among other
terms and conditions. Based upon the Company's financial results for the year
ended June 30, 2005, Sonoma will not satisfy the composite score established for
financial responsibility for the year ended June 30, 2005. In addition, there is
also a letter of credit requirement imposed by the accreditation agency in the
event of a change in control. Such a change in control occurred on the effective
date of the Company's aforementioned registration statement. Management has been
advised that the letter of credit requirement approximated $407,000.

COMMONS STOCK AND STOCK OPTIONS SUBJECT TO RESCISSION

In connection with the registration statement the Company filed on November 22,
2004 on Form SB-2 with the Securities and Exchange Commission, certain options
issued in April 2005 may not have been exempt pursuant to Rule 701 of the
Securities Act of 1933. Of the 2,570,000 of these options issued under the 2004
Plan, 625,000 non-qualified stock options were issued for services to other than
natural persons and were therefore not exempt from registration under Rule 701.
In addition these issuances may have constituted a general solicitation in the
offering of these securities, which would be a violation of Section 5 of the
Securities Act of 1933. The fair value of these options determined using the
Black-Scholes option pricing model of $36,936 originally included in additional
paid-in capital in stockholders' (deficit) has been restated as a
liability,"Common stock and stock options subject to rescission", in the
accompanying condensed consolidated balance sheet as of March 31, 2006. In
addition, the Company would be obligated for interest expense in the event of
rescission by the each of the option holders, the amount of which is immaterial
as of March 31, 2006.

In connection with the registration statement the Company filed on November 22,
2004 on Form SB-2 with the Securities and Exchange Commission, the 375,000
shares of common stock and the option to purchase 250,000 shares of common stock
issued to Wisse in July 2005 and the common stock purchase option issued to TLC,
LLC in October 2005 may have constituted a general solicitation in the offering
of these securities, which would be a violation of

                                       12
<PAGE>

Section 5 of the Securities Act of 1933. Consequently these parties may have a
right of rescission for the value of these shares and options of $ 87,699 at
March 31, 2006. This amount has been excluded from stockholders' deficit and is
included as a component of the liability, Common stock and stock options subject
to rescission, in the accompanying condensed consolidated balance sheet as of
March 31, 2006. In addition, the Company would be obligated for interest expense
in the event of a rescission, the amount of which is immaterial as of March 31,
2006.

NOTE 5. CONSORTIUM AGREEMENT

On August 3, 2004, the Company and Casa Loma College, Inc. ("Casa"), a
California Corporation, entered into an academic consortium agreement whereby
select Sonoma programs will be operated at Casa's campuses and select Casa
programs will be operated at the Company's campuses in the form of "satellite
programs". Under the agreement, the Company provides its MRI Technology Program
at campuses owned and/or operated by Casa. The agreement stipulates 60% of net
tuition and fees, as defined, will be earned by the Company and 40% by Casa. Net
tuition and fees are defined in the agreement as gross revenues of the program
reduced by faculty salaries, instructional supervision costs, certain other
related fees and costs and uncollected revenue. For the nine months ended March
31, 2006 and 2005, with respect to the Casa Loma program, the Company invoiced
gross tuition and fees of $532,000 and $169,000, respectively, and reported on
an accrual basis earned tuition and fees of $520,000 and $70,000, respectively.
The agreement has an initial two-year term, which will renew for successive
two-year terms unless notice of cancellation is given by either party to the
other within 90 days of the expiration of any term.



NOTE 6. RELATED PARTY TRANSACTIONS

a. On February 26, 2004, as amended on September 12, 2004, Sonoma and Homeland
Safety Training, Inc., a company which is majority owned by the President,
Academic Dean, and Director of Sonoma, entered into an Assignment of Rights and
Exclusive License and Assumption of Obligations and Sale of Certain Assets
Agreement in connection with the license of certain intellectual property
consisting of course content and related copyrights. Pursuant to the agreement,
as amended, Sonoma granted Homeland Safety Training, Inc. an option to purchase
400,000 shares of common stock of Sonoma at an exercise price of twenty-five
cents ($0.25) per share. The option may be exercised during the period beginning
on June 30, 2006 and ending on June 30, 2011. See Note 4 - Employment Agreement
and Litigation.

b. During the nine-month ended Mach 31, 2005, pursuant to a verbal agreement
between Sonoma and Technology Exchange, Inc. ("Technology Exchange"), a company
wholly-owned by the Chief Operating Officer, a stockholder and a director of the
Company, Sonoma incurred $100,000 of reimbursed out-of-pocket expenses and
consulting services. During the three and nine month periods ended March 31,
2006, Sonoma incurred $30,000 and $90,000 in consulting fees, respectively, and
$27,327 and $36,149 in out-of-pocket expenses, respectively. In addition, during
the three and nine-month periods ended March 31, 2006, Technology Exchange
advanced $519 and $120,701 (net), respectively, in the payment of direct
expenses. The services provided by Technology Exchange related to general
management, marketing and business development. As of March 31, 2006, $230,982
was due to Technology Exchange, of which $101,131 was related to consulting fees
and expenses and $129,851 to direct expenses incurred.

c. During the nine months ended March 31, 2006, Sonoma received an aggregate of
$ 705,500 in proceeds from officers/stockholders evidenced by unsecured demand
notes bearing interest at 7% per annum and repaid $395,000 of such notes.
Related interest expense for the nine months ended March 31, 2006 amounted to
$31,986. Related accrued interest included in accounts payable and accrued
expenses on the accompanying condensed consolidated balance sheet amounted to
$41,804 as of March 31, 2006.

d. On July 1, 2006, Sonoma entered into a month-to-month arrangement for the use
of office space, computer and telephone services provided by an
officer/stockholder in the amount of $1,600 per month. Sonoma has incurred
$4,800 under this arrangement, which is included in the results of operations
for the three and nine months ended March 31, 2006. A similar one-year
arrangement existed for the year ended June 30, 2005, on a month-to-month basis,
as has been entered into for the year ending June 30, 2006.

e. Effective on March 31, 2006, officers/shareholders and Technology Exchange,
controlled by an officer/shareholder, received long-term notes due September
2007 in exchange for short term notes ($939,391) and advances ($230,981), in the
aggregate amount of $1,170,372. The long-term notes bear interest at 7.5% per
annum. This resulted in the classification of this amount as non-current on the
accompanying March 31, 2006 condensed consolidated balance sheet.


                                       13
<PAGE>


NOTE 7. SUBSEQUENT EVENT

On April 17, 2006, the Company entered into a placement agent arrangement with
vFinance Investments, whereby vFinance will act as the Company's exclusive agent
for a six month period to obtain financing on a best efforts basis of up to
$1,440,000. Upon execution, vFinance was paid a $20,000 retainer, will be
entitled to receive a 10% placement agent fee and a 1.5% non-accountable expense
allowance of funds raised, and 600,000 shares of the Company's common stock. In
addition the Company was required to pay a $10,000 retainer against a maximum of
$30,000 for vFinance's legal counsel in this transaction. The proposed financing
has been structured as a senior convertible debenture bearing interest at 9% per
annum and due two years from the date of issuance plus common stock purchase
warrants. The debenture would generally be convertible at $.15 per common share
at the option of the holder, with call provisions if certain conditions for the
market price of the Company's stock are satisfied, as defined in the agreement.
Warrants would be issued to purchase up to a total of 9,600,000 shares (1
warrant for each $.15 of debenture purchased) of common stock if fully
subscribed, at an exercise price of $.22 per share for five years from the date
of issuance. The common shares underlying the debentures and warrants include
certain anti-dilution protection provisions and have defined registration
rights. In addition, under certain conditions the Company has the option to pay
interest in cash of in shares of its common stock. The transaction, if
consummated, will be in the form of a private placement with the securities that
may be issued being exempt from registration under the Securities Act of 1933.





                                       14
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

     THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH
OUR CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND THE NOTES THERETO APPEARING
ELSEWHERE IN THIS REPORT. THIS REPORT CONTAINS STATEMENTS THAT CONSTITUTE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995. WE CAUTION YOU THAT FORWARD-LOOKING STATEMENTS
ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES,
AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE STATEMENTS THAT
CONSTITUTE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS.

     FORWARD-LOOKING STATEMENTS

     When used in this Form 10-QSB and in future filings by the Company with the
Securities and Exchange Commission, the words or phrases "willlikely result,"
"management expects" or "the Company expects," "will continue," "is
anticipated," "estimated" or similar expressions are intended to identify
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. Readers are cautioned not to place undue
reliance on any such forward-looking statements, each of which speak only as of
the date made. Such statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results and
those presently anticipated or projected. The Company has no obligation to
publicly release the result of any revisions, which may be made to any
forward-looking statements to reflect anticipated or unanticipated events or
circumstances occurring after the date of such statements.


     GENERAL

     Our stated strategy is to expand through the introduction of Consortium
Agreement programs with other institutions, increase student population at our
San Francisco and Petaluma Campuses and the establishment of other programs and
relationships through which we can utilize our online platform. We have executed
several Consortium arrangements and recently entered into a relationship with
the New York City Fire Department to offer our Homeland Response and Emergency
Management program. In order to implement this plan we have incurred substantial
additional costs for program and curricula development, facilities, faculty,
financial aid, registrar and other administrative costs well in advance of
realizing any material incremental revenue, most significantly in fiscal 2005
and continuing into fiscal 2006. As can be seen from the table below, our
student count has increased substantially over time. Although there can be no
assurance of this, we expect our student population to continue to increase as a
result of the foregoing programs in each new semester start over the next 12
months. Should we achieve increased student population, we anticipate that our
operating costs as a proportion of tuition and fee income should decrease
starting in fiscal 2006 from fiscal 2005. We can give no assurance, however,
that our plan will be successful. In order to continue funding the foregoing
during the nine-month period ended March 31, 2006, we completed the process and
we expended substantial resources, to become a publicly traded company; (our
registration statement on Form SB-2/A was declared effective by the Securities
and Exchange Commission on January 25, 2006); secured a $500,000 revolving
credit arrangement, received $100,000 from the issuance of a convertible note
and received funding from our officers and stockholders. In addition we have
entered into a placement arrangement with vFinance Investments to raise up to
$1,440,000 in funding. . There can be no assurance however, that our plans will
ultimately be successful and we may not achieve adequate revenues or
profitability even if we received additional capital under the vFinance
arrangement or from the various sources identified, which itself is not certain.

     We own and operate a proprietary, post-secondary institution that offers
students associate degrees, diplomas or certificates in the allied healthcare
and homeland security fields. We currently operate two campuses. Our main campus
is located in Petaluma, California (about an hour north of San Francisco) and
our second campus is located in the downtown financial district of San
Francisco. We derive our revenues from the following sources: (i) tuition, fees
and charges paid by, or on behalf of, our students and (ii) revenue derived from
the consortium agreements commencing in fiscal 2005. A large number of our
students paid a substantial portion of tuition and other fees with funds
received through student assistance financial aid programs under Title IV of the
HEA. We received approximately 81.1% and 68.1% of revenue determined on a cash
basis from such funds for the years ended June 30, 2005 and June 30, 2004,
respectively.


                                       15
<PAGE>

     Our revenues vary based on student enrollment and population. The number of
students that attend our campuses, the number of new student enrollments during
a fiscal period, student retention rates and general economic conditions
generally impact student population. The introduction of new programs and
emphasis on existing ones are significant factors affecting increased student
population in our programs.

     The following table summarizes student enrollment as of each date:

     June 30, 2003                  76
     September 30, 2003            111
     December 31, 2003              77
     June 30, 2004                 125
     September 30, 2004            140
     March 31, 2005                216
     March 31, 2005                220
     June 30, 2005                 224
     September 30, 2005            230
     December 31, 2005             267
     March 31, 2006                270

     Revenues fluctuate as a result of seasonal variations in our business and
due to capacity and scheduling limitations. These factors impact student
population, which varies as a result of new student enrollments and student
attrition. Historically, we have had lower student enrollments in the 1st
quarter of our fiscal year (July-August-September) compared to the remainder of
the fiscal year.

     This is due to fewer scheduled enrollments during the months of June, July
and August. In addition, as our programs vary in length generally from 5 to 21
months, this impacts the scheduling of new starts in some programs. Except for
part time faculty costs, expenses remain relatively fixed, however, and do not
vary as significantly as student population and tuition revenues. We expect
quarterly fluctuations in operating results to continue as a result of
enrollment patterns, capacity and scheduling limitations. Such patterns may
change, however, as a result of acquisitions, new school openings, increased
capacity and new program introductions. The operating results for any quarter
are not necessarily indicative of the results for any future period.

     We must be authorized by the state in which we operate, accredited by an
accrediting commission recognized by the ED, and certified by ED to participate
in Title IV Programs. Any substantial restrictions on our ability to participate
in Title IV Programs would adversely affect our ability to enroll students.

     Accounts receivable are due from students and are primarily expected to be
paid through the use of Federal and state sources of funds. Students are
responsible for amounts not available through federal and state sources and
unpaid amounts due when the student withdraws. Under the HEA requirements,
students are obligated to us for education costs that the student can no longer
pay with HEA Title IV funds. We expect that non-Title IV accounts receivable due
from students may increase in the future as student enrollment increases and
that the related provision for uncollectible accounts may also increase.

     CRITICAL ACCOUNTING ESTIMATES

     Our financial results can be materially affected by estimates made in
certain specific areas, including the adequacy of our allowance for doubtful
accounts, the anticipated life of our intangible assets including capitalized
curricula and realization of these costs through earnings. The adequacy of our
allowance for doubtful accounts is dependent upon our ability to be guaranteed
collection of receivables under the aforementioned Title IV program. Should the
Title IV program available to our students be reduced in the future, we could be
exposed to a greater risk to losses from uncollectible student receivables.
Intangible assets including capitalized curricula costs relate to our various
course offerings, including our new Homeland Security curriculum. We are
amortizing these costs over their estimated useful lives of five years. Under
United States generally accepted accounting principles we are required to
periodically evaluate the recoverability of these and other long-lived assets.
If projected discounted cash flows are not adequate, we may be required to
expense some or all of these costs in the periodin which such a determination is
made or reduce the remaining useful life. The occurrence of any of these events
could materially reduce our financial results, net assets and cash flows in the
period in which the event or events occur.


                                       16
<PAGE>

     RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MARCH 31, 2006 AS COMPARED
TO THE NINE MONTHS ENDED MARCH 31, 2005:

     Total revenues for the nine months ended March 31, 2006 as compared to the
comparable period of the preceding year increased by $467,000 to $1,770,000, or
an aggregate increase of 35.9%. We experienced an increase in student enrollment
from 220 students at March 31, 2005 to 270 at March 31, 2006. This resulted in
significant increases in tuition earned in Physical Therapy Assistant, MRI,
Homeland Security and the Casa Loma consortium program (MRI). The resulting
increase in revenue occurred in spite of the substantial decrease in Massage
Therapy revenue.

     In 2004, we began to implement our growth strategy of developing direct
sources of revenues and direct programs which we believe will maximize our
potential and value in the long run. We entered into our first Consortium
Agreement in August 2004, with Casa Loma College whereby select programs of each
institution will be operated on the other's campuses in the form of "satellite"
programs. The mutually agreed upon initial focus is on providing our MRI
Technology Program at campuses owned and/or operated by Casa Loma College. We
earn 60% of the net tuition and fees as defined in the agreement. Net tuition
represents gross tuition and fees reduced by defined direct faculty, supervision
and certain other associated costs we incur. The initial contract term is for
two years, automatically renewable for successive two-year terms unless
cancelled by either party. Initial student enrollment under this program
commenced on September 27, 2004. For the nine months ended March 31, 2006 and
2005, with respect to the Casa Loma program, we reported earned tuition and fees
of $520,000 and $70,000, respectively.

     We have greatly expanded awareness efforts in our marketplace by enhancing
our website and through advertising. In order to support the anticipated growth
in student population, we have enhanced the capacity of our institution which
reflects itself in increased instructional costs, sales and marketing, and
general and administrative expenses. These trends are more fully discussed
below. We are in negotiations with other institutions for similar arrangements.

     Except as noted in this paragraph, the analytical comparison of the results
of operations for the three months ended March 31, 2006 as compared to the
results for the comparable period of the preceding year are generally comparable
to the explanations below with respect to the nine months ended March 31, 2006
as compared to the comparable period of the preceding year. Specifically,
instructional costs increased in the quarter ended March 31, 2006 as compared to
the earlier fiscal 2006 periods because of increased accreditation costs and
consortium costs; general and administration because legal expenses associated
with litigation and Edgarization and printing costs related to our SB-2
registration process and stock compensation expense were incurred
disproportionately in the third quarter of March 31, 2006.

     TUITION AND FEE INCOME:

     Revenue from our MRI program, excluding Casa Loma, increased $66,100 or
12.3% to $601,600 in the nine months ended March 31, 2006 as compared to
$535,500 in the comparable period of the preceding year. We continue to expand
this program, which we began in 2002, to meet the demand in the marketplace as
this specialty grows. The Casa Loma consortium program described above accounted
for $482,600 in tuition revenue earned on an accrual basis for the nine months
ended March 31, 2006 as compared to $69,700 in the comparable period in 2005.
The additional direct costs of this program include the cost of additional
on-line and faculty instructors, an instructional supervision costs program
director, and other direct fees and costs associated with specific courses of
the curriculum. For the nine month period ended March 31, 2006, the net accrual
basis profit for the program after deducting the costs described in the
preceding sentence and the Casa Loma related commission, approximated $ .
Certain costs vary with numbers of students, are fixed costs or are a
combination of both.

     We had $80,400 in Homeland Security earned tuition in the nine months ended
March 31, 2006 as compared to $40,800 in the comparable period for 2005.
Physical Therapy Assistant tuition increased by $83,200 or 27.0% to $390,900 for
the nine months ended March 31, 2006 as compared to $307,700 for the comparable
period of the preceding year as we continued to expand the program in our new
Petaluma location.

     Tuition earned on all Massage Therapy ("MT") programs decreased by $145,000
or 67.9% to $68,400 for the nine months ended March 31, 2006 as compared to a
$36,600 increase for the comparable period of the preceding year. Tuition earned
increased overall and in each program except MT. This continued improvement in
tuition earned by program results from our hiring new professional personnel and
faculty, and the greater recognition of our institution achieved through our
marketing and advertising programs. Tuition and fee income also includes book
sales, student application and service fees and other miscellaneous items. The
aggregate revenues of these sources increased $28,900 or 25.8% to $140,700 for
the nine months ended March 31, 2006 as compared to $111,800 for the comparable
period of the preceding year, and represented 8.0% and 8.6%, respectively.
Student application and service fees increased because of higher student count
and increases in per fee amounts.


                                       17
<PAGE>

     OPERATING EXPENSES:

     INSTRUCTIONAL COSTS

     Instructional costs include direct and indirect salaries and payroll taxes,
operating expenses of programs including curricula and Internet costs, and other
educational related expenses. Instructional costs increased by $198,800 or 21.3%
to $1,133,000 for the nine months ended March 31, 2006 as compared to $934,200
for the comparable period in the preceding year. Direct instructional salaries
increased by $36,200 or 9.5% to $416,600 for the nine months ended March 31,
2006 as compared to $380,400 for the comparable period of the preceding year as
a direct result the growth in our programs and the increase in enrollment.
Program director and related salaries increased modestly by $16,000 or 6.0% to
$283,400 for the nine months ended March 31, 2006 as compared to $267,400 for
the comparable period of the preceding year. We had previously staffed these
functions in anticipation of and to support the growth that we are now
experiencing, specifically in our PTA and MRI programs and to support the
implementation our consortium program strategy. We incurred $162,700 in
consortium costs in the nine month period ended March 31, 2006. The major
component was $141,400 in commissions payable to Casa Loma in connection with
our related consortium program revenue. We experienced a decrease of $10,300 or
6.4% in non-personnel related instructional costs to $151,000 for the nine
months ended March 31, 2006 as compared to $161,300 for the comparable period
the preceding year. These costs are generally associated with the growth and
support of our programs in which we made major investments in prior periods. We
are currently reducing and controlling costs to the extent possible in reaction
to our current cash position.

     SALES AND MARKETING:

     Sales and marketing includes the costs of advertising, promotion,
recruitment and associated costs and expenses. Sales and marketing decreased
$206,700 or 50.6% to $201,500 for the nine months ended March 31, 2006 as
compared to $408,200 for the comparable period of the preceding year.
Recruitment salaries remained stable in the period.

     Advertising, marketing and lead generation costs decreased $223,300 or
74.4% to $77,000 for the nine months ended March 31, 2006 as compared to
$300,300 for the comparable period the preceding year. We significantly reduced
lead generation and advertising expenses to conserve cash, while being able to
increase student enrollment because of previous efforts and the success of the
Casa Loma consortium program. In addition, these costs tend to decline in the
summer months. We anticipate that these costs will decrease in the future in
consideration of the weaker cash flow situation.

     GENERAL AND ADMINISTRATION:

     We continued to make significant improvement in the strength and
professionalism of our management and executive team. General and administration
costs increased $517,500 or 42.1% to $1,745,700 for the nine months ended March
31, 2006 as compared to $1,228,200 in the comparable period of the preceding
year. Occupancy costs increased $122,200 or 61.6% to $320,500 for the nine
months ended March 31, 2006 as compared to $198,300 in the comparable period of
the preceding year. We occupied expanded facilities in San Francisco and
incurred the full cost of the new Petaluma facility for the current fiscal
period. We incurred related moving costs ($6,400) and security costs ($15,200)
associated with the office relocation. Telecommunications costs increased
approximately $15,900 and travel expense increased approximately $36,700 in the
current fiscal period as compared to the prior year's comparable period in
support of our growth and strengthening of management oversight. Legal and
accounting increased $89,600 or 29.5% to $393,200 for the nine months ended
March 31, 2006 as compared to $303,600 in the comparable period of the preceding
year. During the nine months ended March 31, 2006, we incurred legal costs costs
of $147,000 related to the Stalcup litigation. Substantially all of the increase
is associated with the SEC registration process including the costs associated
with the preparation of SEC Form SB-2 and response to SEC comments, interim and
audited financial statements, and the legal costs associated with the litigation
described in Note 4 to our condensed consolidated financial statements included
elsewhere herein, and similar costs. Legal, accounting, consulting and in house
costs associated with being a public company, and the future costs of compliance
with the Sarbanes-Oxley Act of 2002 will continue to be significant. We incurred
approximately $163,000 in printing and Edgarization costs during the nine months
ended March 31, 2006 related to the aforementioned public filings. We also
continue to experience increases in office, financial aid and other expenses as
we have increased staff, space and operations.


     DEPRECIATION AND AMORTIZATION:

     Depreciation and amortization expense increased $14,200 or 26.7% to $67,600
for the nine months ended March 31, 2006 as compared to $53,400 for the
comparable period of the preceding year. Substantially all of the increase
relates to additional depreciation associated with acquisition of furniture and
computer equipment related expanded facilities.


                                       18
<PAGE>

     INTEREST EXPENSE:

     Interest expense increased $53,400 to $62,600 for the nine months ended
March 31, 2006 as compared to $9,200 in the comparable period of the preceding
year. The increase resulted from additional interest related to capital lease
financing, stockholder loans, the revolving line of credit and the TLC note
payable..

     NET LOSS:

     The increase of $110,200 in the net loss of $1,440,700 for the nine months
ended March 31, 2006 as compared to $1,330,500 in the comparable period of the
preceding year resulted from increases in instructional, general and
administration, depreciation and amortization and interest expense aggregating
$784,000 offset by an increase in revenues and a decrease in sales and marketing
aggregating $673,800. As detailed above, increases in operating expenses were
required to support our significant tuition revenue growth in our regular and
new programs and planned future growth. We anticipate tuition revenue and
consortium revenue growth to continue. We have experienced increased tuition
revenue in the nine months ended March 31, 2006 as compared to the comparable
period of the preceding year. We have also increased our expenses to support our
strategic growth plan which has negatively impacted current results of
operations.

     The following discussion of our financial condition and plan of operations
should be read in conjunction with the condensed consolidated financial
statements and the notes to those statements included elsewhere in this
document. This discussion includes forward-looking statements that involve risks
and uncertainties. As a result of many factors, such as those set forth in this
document, our actual results may differ materially from those anticipated in
these forward-looking statements.

     LIQUIDITY AND CAPITAL RESOURCES

     Our condensed consolidated financial statements appearing elsewhere herein
have been prepared assuming that the Company will continue as a going concern.
As shown in the condensed consolidated financial statements, the Company
incurred a net loss of $1,441,000 for the nine months ended March 31, 2006. In
addition, as of March 31, 2006 the Company had a working capital deficiency of
$1,716,000, and a stockholders' deficit of $2,535,000. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
Our plans in regard to these matters are described below. The condensed
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

     As of March 31, 2006, we had cash and cash equivalents of $115,945, as
compared to $3,965 as of June 30, 2005. For the nine months ended March 31,
2006, this increase resulted from $536,170 used in operations, $64,162 used in
investing activities offset by $712,312 provided by financing activities.

     We used and are using these proceeds from financing activities for working
capital purposes, including the continuing development of the consortium
programs, marketing and recruitment activities, enhancement of our online
learning website and the continued strengthening of the management team,
administrative staff and faculty. We also incurred legal, accounting and
consulting costs in filing a registration statement on Form SB-2 with the
Securities and Exchange Commission, which are included in results of operations
as described above.

     Our working capital deficiency, stockholders' deficits and net losses
reported above, are primarily a consequence of increased expenditures and
expenses for our plans to strengthen and grow operations to support expected
growth in revenues, as more fully described under General caption of the MD&A
Section. We have generated additional cash to fund operations in the period from
July 1, 2004 through June 30, 2005 from officer/stockholders in the form of
$629,000 in demand notes bearing interest at 7% per annum (supplemented by an
additional $310,500 for the nine months ended March 31, 2006), additional
private placement proceeds of $85,000, the receipt of $75,000 of private
placement subscriptions receivable and proceeds of a $150,000 short term note
payable due September 2005 and bearing interest at 7.5% (paid in accordance with
its terms in September 2005). The short-term note holder also received a
five-year warrant to purchase 40,000 shares of common stock at an exercise price
of $1.00 per share. During the nine months ended March 31, 2006, we entered into
a revolving credit line agreement with Wisse Enterprises LLC $500,000 and
received $100,000 in proceeds of a convertible promissory note TLC, LLC. The
terms of the revolving credit line agreement and promissory note provide that we
may borrow up to $500,000 from Wisse Enterprises at a rate of interest equal to
LIBOR (3.51% per annum, adjusted monthly). Of this availability, $300,000 was
borrowed by Sonoma College upon the execution of the agreements, and an
additional $100,000 has been drawn down through March 31, 2006, with $100,000
remains available at March 31, 2006. Each draw down (borrowing) from the
revolving credit line is due on the


                                       19
<PAGE>

earlier of the first anniversary of such draw down (borrowing), or the
expiration of the agreement (July 12, 2006). Any draws (borrowings) from the
revolving credit line must be made within the first year of the revolving credit
line agreement. Interest is payable to Wisse Enterprises monthly. Charles
Newman, Chairman, Chief Executive Officer and Executive President of Sonoma
College, personally guaranteed the obligations of Sonoma Collegepursuant to a
guaranty agreement. In addition, pursuant to the revolving credit line
agreement, Sonoma College issued 375,000 shares of common stock of Sonoma
College to Wisse Enterprises and granted Wisse Enterprises an option to purchase
250,000 shares of common stockof Sonoma College at an exercise price of $0.50
per share. The option expires on the third anniversary of the revolving credit
lineagreement. These transactions were exempt from registration pursuant
toSection 4(2) of the Securities Act of 1933. See below, however, for a
discussion of the rescission liability.

     On October 24, 2005, Sonoma College entered into a Convertible Promissory
Note ("Note") agreement with a limited liability company, TLC, LLC for the
amount of $100,000. The note bears interest at 7.5% per annum. Principal and
accrued interest is due and payable in October 2006. At Sonoma's option, this
Note and accrued interest thereon is convertible at any time prior to maturity
into shares of Sonoma common stock at the conversion rate of $.20 per share. In
addition, Sonoma granted TLC, LLC a non-qualified stock option to purchase
50,000 shares of its common stock at an exercise price of $0.50 per share. The
option may be exercised at any time during its term, which expires in October
2008. These transactions were exempt from registration pursuant to Section 4(2)
of the Securities Act of 1933.

     As more fully described in Note 4 to our condensed consolidated financial
statements, Sonoma must also demonstrate compliance with specific DOE standards
of financial responsibility, based upon, among other things, Sonoma's annual
audited financial statements in order to maintain eligibility under the various
Title IV loan programs. This material was to be provided to DOE by March 31,
2006. The DOE then calculates Sonoma's composite score for financial
responsibility based on its (i) equity ratio, which measures the institution's
capital resources, ability to borrow and financial viability; (ii) primary
reserve ratio, which measures the institution's ability to support current
operations from expendable resources; and (iii) net income ratio, which measures
the institution's ability to operate at a profit. An institution that does not
meet the DOE's minimum composite score may demonstrate its financial
responsibility by posting a letter of credit in favor of the DOE in an amount of
not less than 50% of the Title IV Program funds received by Sonoma during its
prior fiscal year. Alternatively, an institution could accept provisional
certification and be required to post a letter of credit of not less than 10% of
Title IV Program funds received during its prior fiscal year and other financial
terms and conditions with which it must comply. Such conditions include
reporting results earlier, compliance with debt provisions of loan agreements,
limitations on withdrawal of owners including declaring of dividends, and
provision of a compliance certificate from its independent auditors, among other
terms and conditions. Based upon its financial results for the year ended June
30, 2005, management determined that Sonoma will not satisfy the composite score
established for financial responsibility for the year ended June 30, 2005. It
therefore may be required to post a letter of credit under the alternatives
described in the preceding sentences ranging from at least 10% to at least 50%
of Title IV funds received in fiscal 2005. Sonoma received $1,620,000 in Title
IV funds for the year ended June 30, 2005. In addition, there is also a letter
of credit requirement imposed by the accreditation agency in the event of a
change in control. Such a change in control occurred on the effective date of
the Company's aforementioned registration statement. Management has been advised
that the letter of credit requirement approximated $407,000.

     For the nine-month period ended March 31, 2006, the Company received
approximately $310,500 in net advances from officer/shareholders and an
additional $76,000 from a related party. Effective on March 31, 2006,
officers/shareholders and Technology Exchange, controlled by an
officer/shareholder received long-term notes due in September 2007 in exchange
for short term notes ($939,391) and advances ($230,981), in the aggregate amount
of $1,170,372. The long-term notes bear interest at 7.5% per annum. This
resulted in the classification of this amount as non-current on the accompanying
March 31, 2006 condensed consolidated balance sheet.

     On April 17, 2006, the Company entered into a placement agent arrangement
with vFinance Investments, whereby vFinance will act as the Company's exclusive
agent for a six month period to obtain financing on a best efforts basis of up
to $1,440,000. The transaction, if consummated, will be in the form of a private
placement with the securities that may be issued being exempt from registration
under the Securities Act of 1933. There can be no assurance that any funds will
be raised from this offering.

     Additional funds may be required to support future operations, which may be
derived from sources identified above and other sources, including additional
equity financing and loan arrangements. While management believes that we will
have adequate working capital resources through March 31, 2007, as noted above,
we may require additional funds to support operations and there is no assurance
that adequate sources of capital will be available.

     We have taken steps to improve our collection of accounts receivable and
minimize bad debt write-offs. These steps include hiring experienced personnel,
instituting and enforcing collection procedures with students and instituting
periodic payment plans and/or installment notes for the unfunded portion of
student tuition and fees.

                                       20
<PAGE>

     In connection with the November 22, 2004 registration statement the Company
filed on Form SB-2 with the Securities and Exchange Commission:

     1. Certain options issued in April 2005 may not have been exempt pursuant
to Rule 701 of the Securities Act of 1933. Of the 2,570,000 of these options
issued under the 2004 Plan, 625,000 non-qualified stock options were issued for
services to other than natural persons and were therefore not exempt from
registration under Rule 701. In addition, these issuances may have constituted a
general solicitation in the offering of these securities, which would be a
violation of Section 5 of the Securities Act of 1933. The fair value of these
options determined using the Black-Scholes option-pricing model of $36,936 has
been reflected as a component of the liability entitled Common stock and stock
options subject to rescission, in the condensed consolidated balance sheet at
March 31, 2006. In addition, the Company would be obligated for interest expense
in the event of rescission by each of the option holders, the amount of which
was immaterial as of March 31, 2006;

     2. The 375,000 shares of common stock and the option to purchase 250,000
shares of common stock issued in connection with the July 2005 Wisse financing
and the warrant purchase 50,000 shares issued in the TLC, LLC transaction in
October 2005 discussed above may have constituted a general solicitation in the
offering of these securities, which would be a violation of Section 5 of the
Securities Act of 1933. Consequently, Wisse may have a right of rescission for
the value of these shares and options of $53,719. This amount has been included
as a component of the liability entitled Common stock and stock options subject
to rescission, in the accompanying condensed consolidated balance sheet as of
March 31, 2006. In addition, the Company would be obligated for interest expense
in the event of rescission by Wisse, the amount of which is immaterial for the
three and nine months ended March 31, 2006.

     The Company had no off-balance sheet commitments as of March 31, 2006.




ITEM 3.   CONTROLS AND PROCEDURES

As of the end of the period covered by this report,  the Company  carried out an
evaluation,  under the supervision and with the  participation  of its principal
executive officer and principal  financial officer,  of the effectiveness of the
design and operation of the Company's disclosure controls and procedures.  Based
on this  evaluation,  the Company's  principal  executive  officer and principal
financial  officer  concluded  that  the  Company's   disclosure   controls  and
procedures  are  effective  in  timely  alerting  them to  material  information
required to be included in this  quarterly  report.  It should be noted that the
design of any system of controls is based in part upon certain assumptions about
the likelihood of future  events,  and there can be no assurance that any design
will  succeed  in  achieving  its  stated  goals  under  all  potential   future
conditions, regardless of how remote.

In addition,  the Company reviewed its internal controls, and there have been no
significant  changes in those  internal  controls or in other factors that could
significantly  affect  those  controls  subsequent  to the  date of  their  last
evaluation.



                                       21
<PAGE>



                                    PART II.
                                OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
          -----------------

On April 4, 2005,  the Board of Directors of Sonoma  College  terminated H. John
Stalcup as Academic  President for cause and removed Mr.  Stalcup as a member of
the Board of Directors.  On May 2, 2005,  Sonoma College filed a lawsuit against
H. John Stalcup and Julia A. McCarthy,  his spouse, in the Superior Court of the
State of  California  in and for the  County of  Sonoma.  We  believe,  and have
alleged in our complaint  against H. John Stalcup and Julia A.  McCarthy,  that,
among other things:

     o    Mr.  Stalcup  breached his  employment  agreement and other common law
          duties to Sonoma  College by working for a  competitor,  University of
          Northern California; and,

     o    Mr. Stalcup breached the Assignment of Right and Exclusive License and
          Assumption of Obligations and Sale of Certain Assets Agreement entered
          into with  Sonoma  College  by  licensing  the  intellectual  property
          transferred to us pursuant to the agreement to third parties.

Pursuant to the complaint,  we requested that the court grant to us compensatory
damages (as the proofs will determine),  punitive  damages,  attorney's fees and
injunctive  relief.  We intend to aggressively  enforce our rights and claims in
connection with the complaint. As of January 13, 2006, H. John Stalcup has filed
an answer to our  complaint  and a  cross-complaint  for  wrongful  termination,
breach  of   contract   and   conversion.   We  have  filed  an  answer  to  the
cross-complaint.

In addition, Mr. Stalcup filed a complaint with the U.S. Department of Labor
with respect to the issues set forth in his cross-complaint pursuant to the
employee protection provisions of Title VIII of the Sarbanes-Oxley Act of 2002.
Mr. Stalcup's complaint was dismissed by the U.S Department of Labor in August
2005 because Sonoma was determined not to be an employer subject to the
applicable provisions of the Sarbanes-Oxley Act. Mr. Stalcup appealed the U.S.
Department of Labor's determination in September 2005. In February 2006, Mr.
Stalcup's appeal was dismissed by the U.S Department of Labor.

Other than the Stalcup litigation, we are not currently a party to any material
legal action.


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
         -----------------------------------------

We registered the resale of 10,925,707 shares of our common stock (the "Shares")
offered by selling stockholders of Sonoma College,  Inc. at a price of $1.00 per
share pursuant to a registration statement on Form SB-2 under the Securities Act
of 1933 (the  "Offering").  The SEC declared our registration  statement on Form
SB-2 (File No.  333-120671),  effective at 9:00 pm (Eastern Time) on January 25,
2006 (the "Effective  Date").  We did not sell any shares of our common stock in
the Offering and therefore will not receive any proceeds from the Offering. None
of the securities were sold through an underwriter and  accordingly,  there were
no underwriting discounts or commissions involved. We are paying all expenses of
the  Offering.  No  portion  of  these  expenses  will be  paid  by the  selling
stockholders.  The selling  stockholders,  however,  will pay any other expenses
incurred in selling their common stock,  including any brokerage  commissions or
costs of sale.

Since  our  inception  we have  offered  and sold the  following  securities  in
unregistered  transactions  pursuant to exemptions  under the  Securities Act of
1933,  as  amended.  No  such  sales  involved  the  use of an  underwriter,  no
advertising  or  public  solicitation  were  involved,  the  securities  bear  a
restrictive  legend and no commissions  were paid in connection with the sale of
any securities.

o On April 28, 2004, the shareholders and the Board of Directors  authorized and
effected a 102,740.268-for-one forward stock split.

o In the period  April 12,  2004  through  August 5, 2004,  we issued  8,385,416
shares of our common stock for an aggregate  amount of $795,000  before costs to
33  accredited  investors.  As of August 5, 2004,  all of the proceeds  from the
offering  commencing April 12, 2004 has been received by


                                       22
<PAGE>

us. These  transactions  were exempt from  registration  pursuant to Rule 504 of
Regulation D of the Securities Act of 1933. At the time of the offering, we were
not:  (i) subject to the  reporting  requirements  of Section 13 or 15(d) of the
Exchange Act'; (ii) an investment company; or (iii) a development stage company.
In addition,  the  integration of each offering within a twelve month period did
not exceed $1,000,000.

o On  September  1, 2004,  we issued  750,000  shares of our common  stock to 56
shareholders of MW Asia, Inc., a Nevada corporation,  pursuant to the terms of a
Merger  Agreement by and between,  MW Asia,  Inc.,  Sonoma College  Acquisition,
Inc., a wholly owned subsidiary of Sonoma,  and Sonoma wherein MW Asia, Inc. was
merged  into Sonoma  College  Acquisition,  Inc.  The merger was  authorized  by
written consent of a majority of the shareholders of MW Asia (one  shareholder).
The shares issued to the shareholders of MW Asia were valued at $0.022 per share
or $16,500 in the aggregate.  The merger was consummated in  contemplation  of a
reverse merger with the surviving  company being MW Asia, Inc. as certain of its
securities  were  publicly  tradable,  pursuant to an order of the U.S.  Federal
Bankruptcy  Court and Section 3(a)(7) of the Securities Act of 1933. These plans
were  subsequently  abandoned by management.  This  transaction  was exempt from
registration  pursuant to Rule 504 of Regulation D of the Securities Act of 1933
as the  integration  of the  April 12,  2004  private  offering  and the MW Asia
issuances  ($795,000;  $16,500;  and $15,000) do not exceed  $1,000,000 and each
issuance fully complied with the requirements set forth in Rule 504. At the time
of the  offering,  we were not:  (i) subject to the  reporting  requirements  of
Section 13 or 15(d) of the Exchange Act'; (ii) an investment company; or (iii) a
development stage company. In addition,  the integration of each offering within
a twelve month period did not exceed $1,000,000.

o In November 2004, David H. Weaver, Ph.D., Chief Financial Officer and a Member
of the Board of  Directors  of Sonoma  College,  lent  Sonoma  College  $100,000
pursuant to a promissory note. The terms of the promissory note provide that the
principal  accrues  interest  at a rate of  seven  percent  (7%) per  annum.  In
addition,  the note is payable upon the demand of Mr. Weaver. These transactions
were exempt from registration  pursuant to Section 4(2) of the Securities Act of
1933 by reason that:

     No commissions were paid for the issuance of such security;

     The issuance of such  security by Sonoma  College did not involve a "public
offering";

     The purchaser of security was a sophisticated and accredited investor;

     The offering was not a "public  offering" as defined in Section 4(2) due to
the  insubstantial  number of persons  involved in the such  sales,  size of the
offering, manner of the offering and number of securities offered;

     Sonoma College did not undertake an offering in which we sold a high number
of securities to a high number of investors; and

     In addition,  the purchaser had the necessary investment intent as required
by Section  4(2) since Mr.  Weaver  agreed to and  received  security  bearing a
legend stating that such security is restricted pursuant to Rule 144 of the 1933
Securities  Act.  (These  restrictions  ensure that this  security  would not be
immediately redistributed into the market and therefore not be part of a "public
offering.").

o On November 21, 2004, Sonoma agreed to issue 156,250 shares of its common
stock at $.096 per share for $15,000 to a consultant, Myron Landin, in exchange
for financial and accounting services rendered in the preparation of Form SB-2.
These transactions were exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933 by reason that:

No commissions were paid for the issuance of such security;

The  issuance  of such  security  by Sonoma  College  did not  involve a "public
offering";

The purchaser of security was a sophisticated and accredited investor;

The offering was not a "public offering" as defined in Section 4(2) due to the
insubstantial number of persons involved in the such sales, size of the
offering, manner of the offering and number of securities offered;

                                       23
<PAGE>

Sonoma  College did not  undertake an offering in which we sold a high number of
securities to a high number of investors; and

In addition,  the purchaser had the necessary  investment  intent as required by
Section 4(2) since Mr. Landin agreed to and received  security  bearing a legend
stating  that  such  security  is  restricted  pursuant  to Rule 144 of the 1933
Securities  Act.  (These  restrictions  ensure that this  security  would not be
immediately redistributed into the market and therefore not be part of a "public
offering.").

o In March 2005, an individual  advanced Sonoma College  $150,000  pursuant to a
short term note payable  which is due  September  1, 2005 and bears  interest at
7.5%.  The  note was paid in full by  Sonoma  College  in  September  2005.  The
noteholder  also received a warrant to purchase 40,000 shares of common stock of
Sonoma at $1.00 per share.  The warrant  expires on September 1, 2010.  The fair
value of the warrant was determined to be immaterial utilizing the Black-Scholes
option-pricing model with the following assumptions:  75% volatility,  five-year
expected  life,  risk-free  interest rate of 2.91% and a dividend yield ratio of
0%. These transactions were exempt from registration pursuant to Section 4(2) of
the Securities Act of 1933 by reason that:

     No commissions were paid for the issuance of such security;

     The issuance of such  security by Sonoma  College did not involve a "public
offering";

     The purchaser of security was a sophisticated and accredited investor;

     The offering was not a "public  offering" as defined in Section 4(2) due to
the  insubstantial  number of persons  involved in the such  sales,  size of the
offering, manner of the offering and number of securities offered;

     Sonoma College did not undertake an offering in which we sold a high number
of securities to a high number of investors; and

     In addition,  the purchaser had the necessary investment intent as required
by Section 4(2) since the noteholder  agreed to and received  security bearing a
legend stating that such security is restricted pursuant to Rule 144 of the 1933
Securities  Act.  (These  restrictions  ensure that this  security  would not be
immediately redistributed into the market and therefore not be part of a "public
offering.").

     Sonoma  has relied on Section  4(2) of the  Securities  Act of 1933 for the
offerings to Mr. Weaver,  Mr. Landin and the noteholder as set forth above.  The
exemption for  issuances of  securities  provided by Section 4(2) does not allow
for a  "general  solicitation".  It has been  held  that the  mere  filing  of a
registration  statement  constitutes  a  "general  solicitation"  and  thus  any
subsequent issuances of securities without a registration statement with respect
to those securities violates Section 5 of the Securities Act of 1933.

     We do not believe  that our  issuance  of these  securities  constitutes  a
violation  of  Section  5 of the  Securities  Act of  1933.  However,  if  these
issuances were held by a court to be in violation of the Securities Act of 1933,
we could be required to repurchase the options sold to these purchasers at their
original purchase price (respectively), plus statutory interest from the date of
purchase, for a period of one year following the date of the violation. The fair
value  of  these  options  received  by  the  noteholder  determined  using  the
Black-Scholes  option-pricing model is $36,936. This amount has been included as
a component of the liability  entitled Common Stock and Stock Options subject to
Rescission,  in the condensed  consolidated financial statements as of March 31,
2006.

o In March 2005, Charles D. Newman, Chief Executive Officer, Executive President
and Chairman of the Board of Directors of Sonoma  College,  lent Sonoma  College
$119,000 pursuant to a promissory note. The terms of the promissory note provide
that the principal  accrues  interest at a rate of seven percent (7%) per annum.
In addition,  the note is payable upon the demand of Mr. Newman. In May and June
2005, Mr. Newman advanced an additional $219,000 to Sonoma under identical terms
and conditions as described in the preceding  sentence.  These transactions were
exempt from registration  pursuant to Section 4(2) of the Securities Act of 1933
by reason that:

     No commissions were paid for the issuance of such security;

                                       24
<PAGE>

     The issuance of such security by Sonoma College did not involve a
     "public offering";

     The purchaser of security was a sophisticated and accredited investor;

     The offering was not a "public  offering" as defined in Section 4(2) due to
the  insubstantial  number of persons  involved in the such  sales,  size of the
offering, manner of the offering and number of securities offered;

     Sonoma College did not undertake an offering in which we sold a high number
of securities to a high number of investors; and

     In addition,  the purchaser had the necessary investment intent as required
by Section  4(2) since Mr.  Newman  agreed to and  received  security  bearing a
legend stating that such security is restricted pursuant to Rule 144 of the 1933
Securities  Act.  (These  restrictions  ensure that this  security  would not be
immediately redistributed into the market and therefore not be part of a "public
offering.").

o In March 2005,  Joseph S. Keats,  Chief Operating  Officer,  Vice President of
Business  Development  and a Member of the Board of Directors of Sonoma College,
lent Sonoma  College  $68,891  pursuant to a promissory  note.  The terms of the
promissory note provide that the principal  accrues  interest at a rate of seven
percent (7%) per annum. In addition,  the note is payable upon the demand of Mr.
Keats.  Additionally,  in April  2005,  Joseph S.  Keats,  lent  Sonoma  College
$122,000 pursuant to a promissory note. The terms of the promissory note provide
that the principal  accrues  interest at a rate of seven percent (7%) per annum.
In  addition,  the  note  is  payable  upon  the  demand  of  Mr.  Keats.  These
transactions  were exempt  from  registration  pursuant  to Section  4(a) of the
Securities Act of 1933 by reason that:

     No commissions were paid for the issuance of such security;

     The issuance of such  security by Sonoma  College did not involve a "public
offering";

     The purchaser of security was a sophisticated and accredited investor;

     The offering was not a "public  offering" as defined in Section 4(2) due to
the  insubstantial  number of persons  involved in the such  sales,  size of the
offering, manner of the offering and number of securities offered;

     Sonoma College did not undertake an offering in which we sold a high number
of securities to a high number of investors; and

     In addition,  the purchaser had the necessary investment intent as required
by Section 4(2) since Mr. Keats agreed to and received security bearing a legend
stating  that  such  security  is  restricted  pursuant  to Rule 144 of the 1933
Securities  Act.  (These  restrictions  ensure that this  security  would not be
immediately redistributed into the market and therefore not be part of a "public
offering.").

Sonoma  has  relied  on  Section  4(2) of the  Securities  Act of  1933  for the
offerings  to Mr.  Newman and Mr. Keats as set forth above.  The  exemption  for
issuances of  securities  provided by Section 4(2) does not allow for a "general
solicitation". It has been held that the mere filing of a registration statement
constitutes  a  "general  solicitation"  and thus any  subsequent  issuances  of
securities  without a registration  statement  with respect to those  securities
violates Section 5 of the Securities Act of 1933.

We do not believe that our issuance of these securities  constitutes a violation
of Section 5 of the Securities  Act of 1933.  However,  if these  issuances were
held by a court to be in violation of the  Securities  Act of 1933,  we could be
required to repurchase  the options sold to these  purchasers at their  original
purchase  price  (respectively),  plus  statutory  interest  from  the  date  of
purchase, for a period of one year following the date of the violation.

o In April 2005,  Sonoma College granted  options to 30 persons to purchase,  in
the aggregate, 2,570,000 shares of common stock of Sonoma College at an exercise
price of $0.50 per share  pursuant to the Sonoma College 2004 Share Option Plan.
Each option expires on their respective  third  anniversary and may be exercised
in part or in full. Pursuant to the April 2005 option grants, Charles


                                       25
<PAGE>

Newman,  Chairman,  Chief  Executive  Officer and Executive  President of Sonoma
College, received an option to purchase 360,000 shares of common stock of Sonoma
College;  David Weaver,  Chief Financial Officer of Sonoma College,  received an
option to purchase  360,000  shares of common  stock of Sonoma  College;  Joseph
Keats,  Chief  Operations  Officer  of  Sonoma  College,  received  an option to
purchase  360,000  shares of common stock of Sonoma  College;  Harry  Rosenthal,
Director of Sonoma  College,  received an option to  purchase  10,000  shares of
common stock of Sonoma College;  Michael  Goldberg,  Director of Sonoma College,
received an option to purchase  10,000 shares of common stock of Sonoma College;
and Cohen and  Czarnik  LLP,  counsel to Sonoma  College,  received an option to
purchase 500,000 shares of common stock of Sonoma College.

With  respect  to 27 of the 30  issuances,  Rule 701  provides  the  appropriate
exemption.  Rule 701  provides an  exemption  for  issuances  of  securities  to
employees  and  consultants  of companies  that are not subject to the reporting
requirements of the Securities Act of 1934. Generally, pursuant to Rule 701, the
maximum amount of the exemption is $1,000,000.

At the  time  of  the  issuances,  Sonoma  was  not  subject  to  the  reporting
requirements  of the  Securities Act of 1934, the issuances were to employees or
consultants  (the  consultants  are:  (i)  natural  persons;  (ii) the  services
provided by consultants were bona fide services; and (iii) the services provided
by the  consultants  were not in connection with the offer or sale of securities
in a capital-raising  transaction, and did not directly or indirectly promote or
maintain a market for the issuer's  securities).  In addition,  the common stock
underlying  the options which if valued by the exercise  price (Rule  701(d)(3))
does not exceed $1,000,000.

With respect to the remaining 3 issuances,  Sonoma has relied on Section 4(2) of
the Securities Act of 1933 by reason that:

     No commissions were paid for the issuance of such security;

     The issuance of such  security by Sonoma  College did not involve a "public
offering";

     The purchaser of security was a sophisticated and accredited investor;

     The offering was not a "public  offering" as defined in Section 4(2) due to
the  insubstantial  number of persons  involved in the such  sales,  size of the
offering, manner of the offering and number of securities offered;

     Sonoma College did not undertake an offering in which we sold a high number
of securities to a high number of investors; and

     In addition,  the purchaser had the necessary investment intent as required
by Section  4(2) since the option  recipients  agreed to and  received  security
bearing a legend  stating that such security is restricted  pursuant to Rule 144
of the 1933 Securities Act. (These  restrictions ensure that this security would
not be immediately  redistributed into the market and therefore not be part of a
"public offering.").

The  exemption  for  issuances of  securities  provided by Section 4(2) does not
allow for a "general  solicitation".  It has been held that the mere filing of a
registration  statement  constitutes  a  "general  solicitation"  and  thus  any
subsequent issuances of securities without a registration statement with respect
to those securities violates Section 5 of the Securities Act of 1933.

Sonoma College  believes that these  securities  that were issued in reliance on
the  exemption  provided by Section  4(2) of the  Securities  Act of 1933 as set
forth above, were within the exemption provided by Section 4(2) by reason that:

We do not believe that our issuance of these securities  constitutes a violation
of Section 5 of the Securities  Act of 1933.  However,  if these  issuances were
held by a court to be in violation of the  Securities  Act of 1933,  we could be
required to repurchase  the options sold to these  purchasers at their  original
purchase  price  (respectively),  plus  statutory  interest  from  the  date  of
purchase, for a period of one year following the date of the violation. The fair
value of these options determined using the Black-Scholes  option-pricing  model
is $36,936.  This  amount has been  included  as a  component  of the  liability
entitled Common stock and stock options subject to rescission,  in the condensed
consolidated financial statements as of March 31, 2006.

                                       26
<PAGE>

o In May 2005,  Sonoma  College had entered  into a  consulting  agreement  with
CEOCast, Inc. ("CEOCast") Pursuant to the Consulting  Agreement,  CEOCast was to
assist Sonoma College with its investor  relations  (including,  assistance with
its website, preparation of informational materials,  strategic advice and other
customary  investor  relations  services).  Sonoma College paid CEOCast  $10,000
which  represented the first and last month's  payment under the agreement,  and
had  issued  200,000  shares  of  Sonoma  College's  fully-paid   non-assessable
restricted  common  stock.  In  addition,  Sonoma  College was to pay to CEOCast
$5,000  per month  during the term of the  agreement.  These  transactions  were
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.
On November 30,  2005,  the Company  became aware that on February 6, 1998,  the
Federal  Reserve  Board  issued  an Order of  Prohibition  against  the  current
Chairman and President of CEOCast. As a result of this information,  the Company
has notified CEOCast that it will immediately  terminate the original  agreement
ab  initio,  cancel  the  200,000  common  shares  issued  under the  agreement,
originally valued at $19,200, and seek recovery of any funds paid to CEOCast.

Sonoma has relied on Section 4(2) of the  Securities  Act of 1933. The exemption
for  issuances  of  securities  provided  by  Section  4(2) does not allow for a
"general solicitation".  It has been held that the mere filing of a registration
statement constitutes a "general solicitation" and thus any subsequent issuances
of securities without a registration  statement with respect to those securities
violates Section 5 of the Securities Act of 1933.

Sonoma College  believes that these  securities  that were issued in reliance on
the  exemption  provided by Section  4(2) of the  Securities  Act of 1933 as set
forth above, were within the exemption provided by Section 4(2) by reason that:

     No commissions were paid for the issuance of such securities;

     The issuance of such securities by Sonoma College did not involve a "public
offering";

     The purchaser of securities was a sophisticated and accredited investor;

     The offering was not a "public  offering" as defined in Section 4(2) due to
the  insubstantial  number of persons  involved in the such  sales,  size of the
offering, manner of the offering and number of securities offered;

     Sonoma College did not undertake an offering in which we sold a high number
of shares to a high number of investors; and

     In addition,  the purchaser had the necessary investment intent as required
by Section  4(2)  since it agreed to and  received  securities  bearing a legend
stating that such  securities  are  restricted  pursuant to Rule 144 of the 1933
Securities Act. (These  restrictions  ensure that these  securities would not be
immediately redistributed into the market and therefore not be part of a "public
offering.").

o In July 2005,  Sonoma College  entered into a revolving  credit line agreement
with Wisse  Enterprises  LLC and  executed a  promissory  note in favor of Wisse
Enterprises LLC in an amount up to $500,000.  The terms of the revolving  credit
line agreement and promissory  note provide that Sonoma College may borrow up to
$500,000 from Wisse  Enterprises  ($300,000 was borrowed by Sonoma  College upon
the execution of the agreements) at a rate of interest equal to LIBOR. Each draw
down (borrowing) from the revolving credit line is due on the first  anniversary
of such draw down (borrowing).  Any draws (borrowings) from the revolving credit
line must be made within the first year of the revolving  credit line agreement.
Interest is payable to Wisse  Enterprises  monthly.  Charles  Newman,  Chairman,
Chief Executive  Officer and Executive  President of Sonoma College,  personally
guaranteed the obligations of Sonoma College  pursuant to a guaranty  agreement.
In addition,  pursuant to the revolving  credit line  agreement,  Sonoma College
issued 375,000 shares of common stock of Sonoma College to Wisse Enterprises and
granted Wisse  Enterprises an option to purchase  250,000 shares of common stock
of Sonoma College at an exercise price of $0.50 per share. The option expires on
the third anniversary of the revolving credit line agreement. These transactions
were exempt from registration  pursuant to Section 4(2) of the Securities Act of
1933.

Sonoma has relied on Section 4(2) of the  Securities  Act of 1933. The exemption
for  issuances  of  securities  provided  by  Section  4(2) does not allow for a
"general solicitation".  It has been held that the


                                       27
<PAGE>

mere filing of a registration statement constitutes a "general solicitation" and
thus any subsequent  issuances of securities  without a  registration  statement
with respect to those  securities  violates  Section 5 of the  Securities Act of
1933.

Sonoma College  believes that these  securities  that were issued in reliance on
the  exemption  provided by Section  4(2) of the  Securities  Act of 1933 as set
forth above, were within the exemption provided by Section 4(2) by reason that:

     No commissions were paid for the issuance of such securities;

     The issuance of such securities by Sonoma College did not involve a "public
offering";

     The purchaser of securities was a sophisticated and accredited investor;

     The offering was not a "public  offering" as defined in Section 4(2) due to
the  insubstantial  number of persons  involved in the such  sales,  size of the
offering, manner of the offering and number of securities offered;

     Sonoma College did not undertake an offering in which we sold a high number
of shares to a high number of investors; and

     In addition,  the purchaser had the necessary investment intent as required
by Section  4(2)  since it agreed to and  received  securities  bearing a legend
stating that such  securities  are  restricted  pursuant to Rule 144 of the 1933
Securities Act. (These  restrictions  ensure that these  securities would not be
immediately redistributed into the market and therefore not be part of a "public
offering.").

We do not believe that our issuance of these securities  constitutes a violation
of Section 5 of the Securities  Act of 1933.  However,  if these  issuances were
held by a court to be in violation of the  Securities  Act of 1933,  we could be
required to repurchase the shares and options sold to these  purchasers at their
original purchase price (respectively), plus statutory interest from the date of
purchase, for a period of one year following the date of the violation. The fair
value of these shares and options is $55,552. This amount has been included as a
component of the liability  entitled  Common Stock and Stock Options  subject to
Rescission,  in the  condensed  consolidated  financial  statements at March 31,
2006.

     o In October 2005,  Sonoma  College  entered into a Convertible  Promissory
Note ("Note") agreement with TLC, LLC for the amount of $100,000. The note bears
interest at 7.5% per annum. Principal and accrued interest is due and payable in
October  2006. At Sonoma's  option,  this Note and accrued  interest  thereon is
convertible  at any time prior to maturity into shares of Sonoma common stock at
the conversion  rate of $.20 per share.  In addition,  Sonoma granted TLC, LLC a
non-qualified  stock option to purchase  50,000 shares of its common stock at an
exercise  price of $0.50 per  share.  The option  may be  exercised  at any time
during its term, which expires in October 2008. This transaction was exempt from
registration pursuant to Section 4(2) of the Securities Act of 1933.

     Sonoma  has  relied on  Section  4(2) of the  Securities  Act of 1933.  The
exemption for  issuances of  securities  provided by Section 4(2) does not allow
for a  "general  solicitation".  It has been  held  that the  mere  filing  of a
registration  statement  constitutes  a  "general  solicitation"  and  thus  any
subsequent issuances of securities without a registration statement with respect
to those securities violates Section 5 of the Securities Act of 1933.

     Sonoma College  believes that these securities that were issued in reliance
on the exemption  provided by Section 4(2) of the  Securities Act of 1933 as set
forth above, were within the exemption provided by Section 4(2) by reason that:

     No commissions were paid for the issuance of such securities;

     The issuance of such securities by Sonoma College did not involve a "public
offering";

     The purchaser of securities was a sophisticated and accredited investor;

                                       28
<PAGE>

     The offering was not a "public  offering" as defined in Section 4(2) due to
the  insubstantial  number of persons  involved in the such  sales,  size of the
offering, manner of the offering and number of securities offered;

     Sonoma College did not undertake an offering in which we sold a high number
of shares to a high number of investors; and

     In addition,  the purchaser had the necessary investment intent as required
by Section  4(2)  since it agreed to and  received  securities  bearing a legend
stating that such  securities  are  restricted  pursuant to Rule 144 of the 1933
Securities Act. (These  restrictions  ensure that these  securities would not be
immediately redistributed into the market and therefore not be part of a "public
offering.").

We do not believe that our issuance of these securities  constitutes a violation
of Section 5 of the Securities  Act of 1933.  However,  if these  issuances were
held by a court to be in violation of the  Securities  Act of 1933,  we could be
required to repurchase the shares and options sold to these  purchasers at their
original purchase price (respectively), plus statutory interest from the date of
purchase,  for a period of one year following the date of the  violation.  As of
the date of this  registration  statement,  the fair  value of these  options is
$2,976.  This amount will be included as a component of the  liability  entitled
Common  Stock  and  Stock  Options  subject  to  Rescission,  in  the  condensed
consolidated financial statements at March 31, 2006.

With respect to any sales of securities  of Sonoma  College that were made while
the SB-2  Registration  Statement was pending,  Sonoma  College did not consider
that the mere  filing of this  Registration  Statement  constituted  a  "general
solicitation".   Sonoma  College  never  prepared  or  distributed   preliminary
prospectuses  based on this  Registration  Statement,  nor had it undertaken any
selling activities  whatsoever relating to the Registration  Statement.  Each of
the  purchasers  with respect to such sales was a  sophisticated  and accredited
investor,  with prior  relationships  with  Sonoma  College or its  officers  or
directors,  and the  Registration  Statement  had  little  or no impact on their
decision to invest.

ITEM 3.  DEFAULTS BY THE COMPANY UPON ITS SENIOR SECURITIES
         --------------------------------------------------

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         ---------------------------------------------------

None.

ITEM 5.  OTHER INFORMATION
         -----------------

None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
         --------------------------------

a) Exhibits

Exhibit 10.27     Employment Agreement with Dr. Tricia Devin

Exhibit 31.1      Certification of Charles Newman pursuant to Rule 13-14(a) and
                  Item 307 of Regulation SB

Exhibit 31.2      Certification of David Weaver pursuant to Rule 13-14(a) and
                  Item 307 of Regulation SB

Exhibit 32.1      Certification by Charles Newman Pursuant to the 18 U.S.C.
                  Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002

Exhibit 32.2      Certification by David Weaver Pursuant to the 18 U.S.C.
                  Section 1350, as Adopted Pursuant to Section 906 of the
                  Sarbanes-Oxley Act of 2002



b) Reports on Form 8-K

     None.


                                       29
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                        SONOMA COLLEGE, INC.
                                        --------------------
                                            (Registrant)


Dated: May 22, 2006                  By /s/ Charles D. Newman
                                        -------------------------
                                        Charles D. Newman
                                        Chairman of the Board and President
                                        (Chief Executive Officer