Sonoran Energy (SNRN) 10QSB/A 2004 Q1 Quarterly report (small business) (amended)

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-QSB/A1

(Mark One)

 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended July 31, 2003

  OR

 (  ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934

                For the transition period from _____________ to _________

 Commission File Number: 000-28915

Sonoran Energy, Inc.

(Exact name of registrant as specified in its charter)

 Washington, United States

(State or other jurisdiction of incorporation or organization)

13-4093341

(I.R.S. Employer ID Number)

1 Berkely Street, London, England, W1J 8DJ

(Address of principal executive offices) (Zip code)

44 (0) 20 7016 9452

     (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.

                         YES                                                NO         X      

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Class Shares outstanding at September 30, 2004

---------------------------------------------------------------

25,335,331 Shares Common Stock, no par value

Traditional Small Business Disclosure Format:    YES                                                  NO          X     

Page 1

CONTENTS

PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

Item 2.   Management's Discussion and Analysis of Financial Condition

               and Results of Operations

Item 3.   Controls and Procedures

PART II. OTHER INFORMATION

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.   Exhibits and Reports on Form 8-K

Page 2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SONORAN ENERGY, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Periods Ended July  31, 2003 and 2002

TABLE OF CONTENTS

                                                                                                                                                                   PAGE

Condensed Consolidated Balance Sheet	F-1
Condensed Consolidated Statements of Operations	F-2
Condensed Consolidated Statement of Changes in Shareholders' Deficit	F-3
Condensed Consolidated Statements of Cash Flows	F-4
Notes to Unaudited Condensed Consolidated Financial Statements	F-5

Page 3

SONORAN ENERGY, INC.

Condensed Consolidated Balance Sheet

(Unaudited)

July 31, 2003

ASSETS	As Restated (See Note C)
Current assets:
Cash	$       36,635
Accounts receivable	28,060
Loan receivable	2,525
Accrued interest receivable	327
Prepaid expenses	60,000
Total current assets	127,547
Restricted cash - Idle well bond	75,453
Oil and gas properties - full cost method:
Proved	776,898
Unproved	514,908
Accumulated depletion and valuation adjustment	(646,893)
Net oil and gas properties	644,893
Assets available for sale	309,743
	$  1,157,636
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$    536,417
Accrued expenses	250,704
Loans payable	845,000
Notes payable	75,000
Accrued interest payable	302,828
Indebtedness to related parties	11,888
Total current liabilities	2,021,837
Long-term debt:
Notes payable	1,000,000
Total liabilities	3,021,837
Shareholders' deficit:
Preferred stock, no par value; 25,000,000 shares authorized,
no shares issued and outstanding	-
Common stock, no par value; 75,000,000 shares authorized,
10,165,652 shares issued and outstanding	15,099,379
Outstanding common stock warrants - 150,000	7,200
Cumulative translation adjustments	13,980
Accumulated deficit	(16,984,760)
Total shareholders' deficit	(1,864,201)
	$  1,157,636

See accompanying notes to the condensed, consolidated financial statements.

Page F-1

SONORAN ENERGY, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended July 31,
	2003	2002
	As restated (See Note C)
Revenue
Oil and gas sales	$        105,592	$                  -
Other	1,500	-
Total revenue	107,092	-
Expenses
Oil and gas production costs	72,174	-
Depletion, depreciation and amortization	33,080	-
Stock-based compensation:
Debt issue costs	2,500	-
Consulting	27,100	29,000
General and administrative	80,055	101,695
Liability settlement gains	(526)	-
Total expenses	214,383	130,695
Loss from operations	(107,291)	(130,695)
Interest income	151	-
Interest expense	(72,950)	(24,923)
Loss before income taxes	(180,090)	(155,618)
Income tax provision	-	-
Net loss	$    (180,090)	$  (155,618)
Net loss per common share:
Basic and diluted	$          (0.02)	$        (0.05)
Weighted average common shares outstanding:
Basic and diluted	9,992,541	3,028,666

See accompanying notes to the condensed, consolidated financial statements.

Page F-2

SONORAN ENERGY, INC.

Condensed Consolidated Statement of Changes in Shareholders' Deficit

(Unaudited)

For the three months ended July 31, 2003

	Common Stock		Outstanding Common Stock Options/Warrants	Accumulated Deficit	Cumulative Translation Adjustment Other Comprehensive Loss	Total As Restated (See Note C)
	Shares	Amount
Balance at April 30, 2003	9,607,986	$14,969,663	7,200	$(16,804,670)	$22,687	$(1,805,120)
Common stock sales	100,000	20,000	-	-	-	20,000
Common stock issued in exchange for
consulting services	94,000	27,100	-	-	-	27,100
Common stock issued in exchange for
debt issue costs	10,000	2,500	-	-	-	2,500
Common stock cancelled	(18,800)	(13,000)	-	-	-	(13,000)
Common stock issued in exchange for      debt payments	372,466	93,116	-	-	-	93,116
Comprehensive loss:      Net loss, three months ended July 31, 2003	-	-	-	(180,090)	-	(180,090)
Cumulative translation adjustment	-	-	-	-	(8,707)	(8,707)
Comprehensive loss	-	-	-	-	-	(188,797)
Balance as at July 31, 2003	10,165,652	$15,099,379	$7,200	$(16,984,760)	$13,980	(1,864,201)

See accompanying notes to the condensed, consolidated financial statements.

Page F-3

SONORAN ENERGY, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Three Months Ended July 31,
	2003	2002
Net cash provided by (Used In) Operating Activities	$                 (323)	$           (78,326)
Cash flows from investing activities:
Purchases of oil and gas properties	(6,954)	(95,553)
Net cash used in investing activities	(6,954)	(95,553)
Cash flows from financing activities:
Proceeds from advances	-	173,188
Proceeds from the sale of common stock	20,000	-
Net cash provided by financing activities	20,000	173,188
Effect of cumulative translation adjustment on cash	(8,707)	-
Net change in cash	4,016	(691)
Cash, beginning of period	32,619	-
Cash, end of period	$           36,635	$              (691)
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$                   -	$                     -
Cash paid for interest	$              823	$                     -
Non-cash investing and financing activities:
Common stock issued for payment of debt, advances and other           liabilities	$         93,116	$         458,203
Common stock issued for acquisition of oil and gas properties	$                   -	$         350,000

See accompanying notes to the condensed, consolidated financial statements.

Page F-4

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 31, 2003

NOTE A:   General Information

The accompanying unaudited condensed consolidated financial statements of Sonoran Energy, Inc. as of and for the three months ended July 31, 2003 and July 31, 2002 have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments considered necessary for a fair presentation of the results of the interim period have been included.  Operating results for any interim period are not necessarily indicative of the results that may be expected for the entire fiscal year. These statements should be read in conjunction with the consolidated financial statements and notes thereto for the year ended April 30, 2003 included in the Company's report in Form 10 KSB, Amendment 4, as filed with the Securities and Exchange Commission.

Change in Business Plan

In June 2002, the Company changed its business plan and ceased its Internet portal web site operations.  The Company has now transitioned into the oil and gas industry.  The Company's primary objective is to identify, acquire and develop working interest percentages in smaller, underdeveloped oil and gas projects that do not meet the requirements of the larger producers and developers.

NOTE B:  Common Stock Dividends and Warrants

The Company declared an eight percent dividend payable to shareholders of record at the close of business on July 22, 2003. The unit stock dividend, paid on August 22, 2003, consisted of one common share plus a warrant allowing shareholders to purchase one share for each ten shares of the Company's stock held on the record date at a $1.00 strike price. The number of shares issued on August 22, 2003 totaled 753,542 and 941,642 related warrants were granted.  Shares issued prior to July 22, 2003 have been retroactively restated to reflect the impact at May 1, 2003.

NOTE C:    Restatement

Following a review of the Company's Annual Report on Form 10-KSB for the year ended April 30, 2003, the Securities and Exchange Commission (the "SEC") determined that certain oil and gas reserves previously classified as proved did not qualify as proved reserves pursuant to Regulation S-X, Article 4-10(a)(2). With respect to the oil reserves, the Company obtained a new report prepared by an employee qualified to prepare such reserve estimates, and with respect to the gas reserves, the Company has reflected only those reserves, estimated by an independent petroleum engineer, classified as proved developed producing.

For the fiscal year ended April 30, 2003, the Company determined that the net carrying value of its oil and gas reserve balances exceeded the cost center ceiling. Consequently, the reduction to reserve quantities and discounted cash flows resulted in an impairment of oil and gas properties of $609,585. In addition, the Company had to amend the depletion calculation for fiscal 2003 to reflect the new cost center ceiling.

Consequently, the reduction to reserve quantities and discounted cash flows resulted in an increase to depletion, depreciation and amortization of $25, 602 from $7,478 to $33,080.

The following sets forth the effects of the restatements discussed above. Amounts reflected as "As Previously Reported" represent those amounts included in the Company's Quarterly Report on Form 10-QSB for the year quarter ended July 31, 2003.

SONORAN ENERGY, INC.

Consolidated Balance Sheet

July 31, 2003

Assets	As Previously Reported	Adjustments	As Restated
Current assets:
Cash	$     36,635	$                  -	$      36,635
Accounts receivable	28,060	-	28,060
Note receivable	2,525	-	2,525
Accrued interest receivable	327	-	327
Prepaid expenses	60,000	-	60,000
Total current assets	127,547	-	127,547
Restricted cash - Idle well bond	75,453	-	75,453
Oil and gas properties - full cost method:
Proved	776,898	-	776,898
Unproved	514,908	-	514,908
Accumulated depletion, depreciation, amortization and impairment	(11,706)	(635,187)	(646,893)
Net oil and gas properties	1,280,080	(635,187)	644,893
Assets available for sale	309,743	-	309,743
Total Assets	$   1,792,823	$    (635,187)	$  1,157,636
Liabilities and Shareholders' Deficit
Current liabilities:
Accounts payable	$     536,417	$                  -	$    536,417
Accrued expenses	250,704	-	250,704
Loans payable	845,000	-	845,000
Notes payable	75,000	-	75,000
Accrued interest payable	302,828	-	302,828
Indebtedness to related parties	11,888	-	11,888
Total current liabilities	2,021,837	-	2,021,837
Long-term debt:
Notes payable	1,000,000	-	1,000,000
Total liabilities	3,021,837	-	3,021,837
Contingencies	-	-	-
Shareholders' deficit :
Preferred stock	-	-	-
Common stock	14,719,379	380,000	15,099,379
Additional paid-in capital	380,000	(380,000)	-
Outstanding common stock warrants	7,200	-	7,200
Cumulative translation adjustments	13,980	-	13,980
Accumulated deficit	(16,349,573)	(635,187)	(16,984,670)
Total shareholders' deficit	(1,229,014)	(635,187)	(1,864,201)
Total liabilities and shareholders' deficit	$        1,792,823	$    (635,187)	$    1,157,636

SONORAN ENERGY, INC.

Consolidated Statements of Operations

	For the Quarter Ended July 31, 2003
	As Previously Reported	Adjustments	As Restated
Revenue
Oil and gas sales	$      105,592	$                   -	$      105,592
Other	1,500	-	1,500
Total revenue	107,092	-	107,092
Operating expenses:
Oil and gas production costs	72,174	-	72,174
Depletion, depreciation and amortization	7,478	25,602	33,080
Stock-based compensation
Debt issue costs	2,500	-	2,500
Consulting	27,100	-	27,100
General and administrative	80,055	-	80,055
Liability settlement gains	(526)	-	(526)
Total costs and expenses	188,781	25,602	214,383
Loss from operations	(81,689)	(25,602)	(107,291)
Interest income	151	-	151
Interest expense	(72,950)	-	(72,950)
Loss from continuing operations before income taxes	(154,888)	(25,602)	(180,090)
Income tax provision	-	-	-
Net loss	$    (154,888)	$    (25,602)	$    (180,090)
Net loss per common share:
Basic and diluted	$          (0.02)	$                 -	$          (0.02)
Weighted average common shares outstanding:
Basic and diluted	9,992,541	-	9,992,541

SONORAN ENERGY, INC.

Consolidated Statement of Changes in Shareholders' Deficit

	For the Quarter Ended July 31, 2003
	As Previously Reported	Adjustments	As Restated
Shareholders' deficit, balance at April 30, 2003	$(1,195,535)	$                 -	$(1,805,120)
Common stock sales	20,000	-	20,000
Common stock issued in exchange for consulting services	27,100	-	27,100
Common stock issued in exchange for debt issue costs	2,500	-	2,500
Common stock cancelled	(13,000)	-	(13,000)
Common stock issued in exchange for debt payments	93,116	-	93,116
Comprehensive loss:
Net loss, quarter ended July 31, 2003	(154,888)	(25,602)	(180,090)
Cumulative translation adjustment	(8,707)	-	(8,707)
Comprehensive loss	(163,195)	(25,602)	(188,797)
Shareholders' deficit, balance at July 31, 2003	$(1,229,014)	$  (635,187)	$  (1,864,201)

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended and Section 27A of the Securities Act of 1933, as amended. For this purpose, any statements contained herein that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words "believes", "anticipates", "plans", "expects" and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.  These forward-looking statements should be read in conjunction with the Company's disclosures included in their Form 10-KSB, Amendment 4 for the fiscal year ended April 30, 2003.

Overview

Sonoran Energy, Inc. (the "Company", "Sonoran" and sometimes "we," "us," "our" and derivatives of such words), formerly named Showstar Online.com Inc., was incorporated on July 14, 1995 in the State of Colorado as Cerotex Holdings, Inc.  Prior to June 2002 the company had developed software and an art site on the Internet. The project had to be discontinued due to lack of funding. On June 3, 2002 the Company changed its name to Sonoran Energy, Inc. and began the acquisition of undervalued oil and gas properties.

General

Results from the first quarter were highlighted by an increase in the price per barrel received at the Company's oil production operations in June and July.  While prices stayed at the year-end price of $21/bbl in May, they rose to $24-25/bbl in June and $25-26/bbl in July.  Since our operating partners took over the operation of the  Company's oil  projects , they have met anticipated production levels at Keystone and have been able to effect a 15% increase in the Merzonian  project.  The Emjayco Glide project required considerable work to get it back into production and we were successful in getting some production in April and then about 50% of expected production in May and June as the Company's operating partner continued to upgrade the site and work on a damaged oil tank.  After two attempts at repairs and considerable lost production, the decision was made to replace the tank which temporarily curtailed production on the property.  The tank replacement was completed in July and production started up in August.

Sonoran Energy's holdings in its three gas properties also benefited from price increases in the quarter, receiving $5.01/mcf in May and $5.33 in June.  The higher prices were offset by slightly lower than expected production on the Denverton and Malton-Black properties.  Production on the Maine Prairie Gas Field property was temporarily shut down in May following the closure of a low pressure line.  In June a two stage compressor was brought in to allow production into a high pressure line.  Production remained low and a three stage compressor was brought in to replace the single and two stage compressors.  By July production on the Maine Prairie Gas Field was back to expected levels.  The Company received and paid cash calls for the reworking of two wells operated by Aspen Exploration and the one well operated by Gotland Oil. The impact of the successful reworking of the wells will show up in our second quarter results.

The Company and it's operating partners have been able to work through the issues that have arisen over the past six months setting the stage for profitable operations for the balance of the year.  Management looks forward to continued growth through development of our new reserves on the Glide and Deer Creek properties as well as through additional acquisitions that meet our criteria.

Page 4  

Analysis of Operations

Results of Operations for the First Quarter Ended July 31, 2003 compared to the First Quarter Ended July 31, 2002:

REVENUES

Revenue was $107,092 in July 31, 2003 and $0 in July 31, 2002. As the Company changed its business plan early in June 2002 to enter the oil and gas industry there were no revenue generating operations in the first quarter of last year.  The factors impacting revenue for July 31, 2003 are discussed above in the general comments.  

OIL AND GAS PRODUCTION COSTS

Oil and gas production cost was $72,174 in July 31, 2003 and $0 in July 31, 2002.  The oil and gas production cost was a little higher than expected due to repairs as discussed in the general comments above.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses decreased by approximately 21 % for the quarter ended July 31, 2003, when compared with the same period for 2002. Stock based compensation increased slightly during the quarter as the Company was able to pay for the listed services with stock rather than cash. 

INTEREST EXPENSE

Interest expense was $72,950 in July 31, 2003 and $24,923 in July 31, 2002. The increase in expense is due primarily to the Note Payable issued in connection with the acquisition of property in December 2002. 

DEPLETION, DEPRECIATION AND AMORTIZATION

The provision for depletion, depreciation and amortization was $33,080 for the quarter ended July 31, 2003 reflecting the cost associated with the first quarter's operation from the oil and gas leases which were not part of the Company in 2002.

OTHER INCOME (EXPENSE)

The liability settlement gains arise from the Company being able to settle longer term debt from expense incurred prior to its entry into the oil and gas industry.

Liquidity and Capital Resources

The Company believes that it will be able to source funds, over the next three quarters, through debt and equity financing to fund the anticipated liquidity and capital resource needs of the Company for the fiscal year ended April 30, 2004.  The Company expects to increase its capital expenditures during the current fiscal year to increase its current oil and gas production capacities through acquisitions and on-site development in current holdings. The Company will need to continue to attract additional financing in order to move forward with these efforts.

The Company is not a party to off-balance sheet arrangements and does not engage in trading activities involving non-exchange traded contracts.  In addition, the Company has no financial guarantees, lease agreements or other arrangements that could trigger a requirement for an early payment or that could change the value of the Company's assets.  Management continues to examine various alternatives for increasing capital resources including, among other things, participation with industry and/or private partners and specific rework of existing properties to enhance production and expansion of its sales of crude oil and natural gas in California. 

Foreign Currency Exposure

Sonoran is not exposed to fluctuations in foreign currencies relative to the U.S. dollar at this time but, as Sonoran expands its operations, it may begin to collect revenues from customers in currencies other than the U.S. dollar. Sonoran does not currently engage in any hedging activities.

Item 3.    Controls and Procedures.

The Company's Chief Executive Officer and Chief Financial Officer have concluded, based on an evaluation conducted within 90 days prior to the filing date of this quarterly report on Form 10-QSB, that the Company's disclosure controls and procedures have functioned effectively so as to provide those officers the information necessary whether:

        (i) this quarterly report on Form 10-QSB contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report on Form 10-QSB, and

        (ii) the financial statements, and other financial information included in this quarterly report on Form 10-QSB, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report on Form 10-QSB.

There have been no significant changes in the Company's internal controls or in other factors since the date of the Chief Executive Officer's and Chief Financial Officer's evaluation that could significantly affect these internal controls, including any corrective actions with regards to significant deficiencies and material weaknesses.

Page 5

PART II - OTHER INFORMATION

Item 2.     Unregistered Sales of Equity Securities and use of Proceeds

 During the quarter the Company issued common stock as follows:

               -    372,466 shares of common stock at $.25 per share payment of debt.

               -    10,000 shares of common stock at $.25 in payment of debt issue expense

               -    94,000 shares of common stock at $.29 per share for $27,100 to consultants for financial and investor relations services

               -    100,000 shares of common stock at $.20 per share for a private placement totaling $20,000.

Item 6.    Exhibits and Reports on Form 8-K

a)    Exhibits:

        31.1 - Rule 13a-14a/15d-14(a) Certification by Chief Executive Officer

        31.2 - Rule 13a-14a/15d-14(a) Certification by Chief Financial Officer

        32.1 - Section 1350 Certification by Chief Executive Officer

        32.2 - Section 1350 Certification by Chief Financial Officer

b)    Reports on Form 8-K:

    None

Page 6

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SONORAN ENERGY, INC

October 15, 2004

By: Peter Rosenthal

Peter Rosenthal

Director/President/CEO

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby severally constitutes and appoints Peter Rosenthal and Rasheed Rafidi, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all amendments to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each said attorneys-in-fact and agents or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Peter Rosenthal Peter Rosenthal	President/CEO/Director	October 15, 2004
/s/ Christopher Pitman Christopher Pitman	Director	October 15, 2004
/s/ Mehdi Varzi Mehdi Varzi	Director	October 15, 2004
/s/ Charles Waterman Charles Waterman	Director	October 15, 2004
/s/ Rasheed Rafidi Rasheed Rafidi	Director/CFO	October 15, 2004
/s/ Russ Costin Russ Costin	Director/Controller	October 15, 2004

Page 7

Exhibit 31.1

Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as amended,  provides the following certification.      I, Peter Rosenthal, President of Sonoran Energy, Inc. ("Company"), certify that:
1.	I have reviewed this quarterly report on Form 10-QSB/A of Sonoran Energy, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;
4.	The other certifying directors and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for Sonoran and have: a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to Sonoran Energy, Inc., including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report is being prepared; b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles. c.  Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation;; and d.  Disclosed in this report any change in Sonoran Energy, Inc.'s internal control over financial reporting that occurred during Sonoran's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, Sonoran's internal control over financial reporting; and
5.	The other certifying directors and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of our board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses  in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial data; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting; and

Date: October 15, 2004	/s/ Peter Rosenthal
	Peter Rosenthal,  President

Exhibit 31.2

Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as amended,  provides the following certification.      I, Rasheed Rafidi, Chief Financial Officer of Sonoran Energy, Inc. ("Company"), certify that:
1.	I have reviewed this quarterly report on Form 10-QSB/A of Sonoran Energy, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;
4.	The other certifying directors and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for Sonoran and have: a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to Sonoran Energy, Inc., including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report is being prepared; b.  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement for external purposes in accordance with generally accepted accounting principles. c.  Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation;; and d.  Disclosed in this report any change in Sonoran Energy, Inc.'s internal control over financial reporting that occurred during Sonoran's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, Sonoran's internal control over financial reporting; and
5.	The other certifying directors and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of our board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses  in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial data; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting; and

Date: October 15, 2004	/s/ Rasheed Rafidi
	Rasheed Rafidi,  CFO

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    In connection with the Quarterly Report of Sonoran Energy, Inc. on Form 10-QSB/A for the quarter ending July 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Peter Rosenthal, President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Peter Rosenthal

Peter Rosenthal

President

October 15, 2004

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. Section 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

    In connection with the Quarterly Report of Sonoran Energy, Inc. on Form 10-QSB/A for the quarter ending July 31, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Rasheed Rafidi, CFO of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ Rasheed Rafidi

Rasheed Rafidi

Chief Financial Officer

October 15, 2004