Sonoran Energy 10QSB/A 2004 Q2 Quarterly report (small business) (amended)

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 October 31, 2003

( ) 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)

11300 W. Olympic Blvd., Suite 800, Los Angeles, California 90064

(Former Name, Former Address and Former Fiscal Year if Changed Since Last Report)

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 4. Submission of Matters to a Vote of Security Holders

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 October 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)

October 31, 2003

ASSETS	As Restated (See Note C)
Current assets:
Cash	$ 58,541
Accounts receivable	40,027
Loan receivable	2,525
Accrued interest receivable	412
Prepaid expenses	37,500
Total current assets	139,005

Restricted cash - Idle well bond	75,491
Oil and gas properties - full cost method
Proved	803,008
Unproved	514,908
Accumulated depletion, depreciation, amortization and impairment	(681,316)
Net oil and gas properties	636,600

Assets available for sale	309,743
	$ 1,160,839

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable	$ 490,020
Accrued expenses	257,473
Note payable	870,000
Accrued interest payable	323,243
Indebtedness to related parties	5,752
Total current liabilities	1,946,488

Long-term debt:
Notes payable	1,200,000
Total liabilities	3,146,488

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,
10,314,034 shares issued and outstanding	15,157,087
Outstanding common stock options - 150,000	21,000
Outstanding common stock warrants - 150,000	7,200
Cumulative translation adjustments	11,840
Deficit Accumulated	(17,182,776)
Total shareholders' deficit	(1,985,649)

	$ 1,160,839

See accompanying notes to the condensed, consolidated financial statements.

Page F-1

SONORAN ENERGY, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	For the Six Months Ended 31-Oct		For the Three Months Ended 31-Oct
	2003	2002	2003	2002
	As restated (See Note C)		As restated (See Note C)
Revenue
Sales	$ 214,528	$ -	$ 108,936	$ -
Other	3,000	-	1,500	-

Total revenue	217,528	-	110,436	-

Expenses
Oil and gas production costs	125,475	-	53,301	-
Depletion, deprecation, and amortization	67,503	-	34,422	-
Stock-based compensation
Consulting	36,010	115,700	8,910	86,700
Investor Relations	6,750	-	6,750	-
Debt issue costs	18,700	-	16,200	-
General and administrative	172,932	215,065	92,877	113,370
Liability settlement loss	24,899	-	25,425	-

Total expenses	452,269	330,765	237,886	200,070
Loss from operations	(143,639)	(330,765)	(127,450)	(200,070)
Interest income	274	-	123	-
Interest expense	(143,639)	(30,679)	(70,689)	(5,756)

Loss from continuing operations before
income taxes	(378,106)	(361,444)	(198,016)	(205,826)

Income tax provision	-	-	-	-

Net loss	$ (378,106)	$ (361,444)	$ (198,016)	$ (205,826)

Net loss per common share:
Basic and diluted	$ (0.04)	$ (0.07)	$ (0.02)	$ (0.03)
Basic and diluted weighted average common shares
outstanding	10,121,243	4,891,249	10,250,544	6,754,193

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 Six Months Ended October 31, 2003

	Common Stock			Accumulated Deficit	Cumulative Translation Adjustment Other Comprehensive Loss	Total As Restated (See Note C)
	Shares	Amount	Outstanding Common Stock Options/ Warrants	Accumulated Deficit		Total As Restated (See Note C)

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	149,286	21,759	21,000	-	-	42,759
Common stock issued in exchange for
debt issue costs	70,000	18,700	-	-	-	18,700
Common stock cancelled	(18,800)	(13,000)	-	-	-	(13,000)
Common stock issued in exchange for debt payments	405,562	130,965	-	-	-	139,965
Comprehensive loss: Net loss, six months ended October 31, 2003	-	-	-	(378,106)	-	(378,106)
Cumulative translation adjustment	-	-	-	-	(10,847)	(10,847)
Comprehensive loss	-	-	-	-	-	(388,953)

Balance as at October 31, 2003	10,314,034	$15,157,087	$28,200	$(17,182,776)	$11,840	$(1,985,649)

See accompanying notes to the condensed, consolidated financial statements.

Page F-3

SONORAN ENERGY, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended October 31,
	2003	2002

Net cash provided by (Used In) Operating Activities	$ (97,948)	$ (271,602)

Cash flows from investing activities:
Purchases of oil and gas properties	(26,130)	(164,908)
Net cash used in investing activities	(26,130)	(164,908)

Cash flows from financing activities:
Proceeds from advances	200,000	856,188
Repayment of advances	(50,000)	(25,000)
Proceeds from the sale of common stock	-	142,488
Net cash provided by financing activities	150,000	973,676

Net change in cash	25,922	537,166

Cash, beginning of period	32,619	7,710

Cash, end of period	$ 58,541	$ 544,876

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$ -	$ -
Cash paid for interest	$ 42,000	$ -

Non-cash investing and financing activities:
Common stock issued for payment of advances and accrued liabilities	$ 101,390	$ 610,341
Common stock issued for properties	$ -	$ 350,000

See accompanying notes to the condensed, consolidated financial statements.

Page F-4

SONORAN ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2003

NOTE A: General Information

The accompanying unaudited condensed consolidated financial statements of Sonoran Energy, Inc. as of and for the six and three months ended October 31, 2003 and October 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.

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 $52,236 from $15,267 to $67,503.

The Company chose to account for stock-based employee compensation arrangements in accordance with Accounting Principles Board ("APB") Opinion 25 and complies with the disclosure provisions of SFAS No. 123, as amended by SFAF No. 148. Under APB No. 25, compensation expense is based on the difference, if any, on the date of grant, between the fair value of the Company's stock and the exercise price. The Company accounts for stock issued to non-employees in accordance with the provisions of SFAS No. 123. SFAS 123 requires the fair value based method of accounting for stock issued to non-employees in exchange for services. The Company revised the valuation of stock transactions at year end which resulted in an increase in cost of $24,684 for the quarter

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 Annual Report on Form 10-QSB/A for the quarter ended October 31, 2003.

SONORAN ENERGY, INC.

Consolidated Balance Sheet

October 31, 2003

Assets	As Previously Reported	Adjustments	As Restated
Current assets:
Cash	$ 58,541	$ -	$ 58,541
Accounts receivable	40,027	-	40,027
Note receivable	2,525	-	2,525
Accrued interest receivable	412	-	412
Prepaid expenses	37,500	-	37,500
Total current assets	139,005	-	139,005

Restricted cash - Idle well bond	75,491	-	75,491

Oil and gas properties - full cost method:
Proved	803,008	-	803,008
Unproved	514,908	-	514,908
Accumulated depletion, depreciation, amortization and impairment	(19,495)	(661,821)	(681,316)
Net oil and gas properties	1,298,421	(661,821)	636,600

Assets available for sale	309,743	-	309,743
Total Assets	$ 1,822,660	$ (661,821)	$ 1,160,839

Liabilities and Shareholders' Deficit
Current liabilities:
Accounts payable	$ 490,020	$ -	$ 490,020
Accrued expenses	257,473	-	257,473
Loans payable	870,000	-	870,000
Accrued interest payable	323,243	-	323,243
Indebtedness to related parties	5,752	-	5,752
Total current liabilities	1,946,488	-	1,946,488

Long-term debt:
Notes payable	1,200,000	-	1,200,000
Total liabilities	3,146,488	-	3,146,488

Contingencies	-	-	-

Shareholders' deficit :
Preferred stock	-	-	-
Common stock	15,132,403	24,684	15,157,087
Outstanding common stock warrants	28,200	-	28,200
Cumulative translation adjustments	11,840	-	11,840
Accumulated deficit	(16,496,271)	(686,505)	(17,182,776)

Total shareholders' deficit	(1,323,828)	(661,821)	(1,985,649)
Total liabilities and shareholders' deficit	$ 1,822,660	$ (661,821)	$ 1,160,839

SONORAN ENERGY, INC.

Consolidated Statements of Operations

For the Three Months Ended October 31, 2003

	For the Three Months Ended October 31, 2003
	As Previously Reported	Adjustments	As Restated
Revenue
Oil and gas sales	$ 108,936	$ -	$ 108,936
Other	1,500	-	1,500
Total revenue	110,436	-	110,436

Operating expenses:
Oil and gas production costs	53,301	-	53,301
Depletion, depreciation and amortization	7,789	-	34,423
Stock-based compensation:
Consulting	21,000	(12,090)	8,910
Investor relations	6,750	-	6,750
Debt issue costs	18,000	(1,800)	16,200
General and administrative	92,877	-	92,877
Liability settlement (gains)/loss	(13,149)	38,574	25,425
Total costs and expenses	186,568	24,684	237,886
Loss from operations	(76,132)	(24,684)	(127,450)
Interest income	123	-	123
Interest expense	(70,689)	-	(70,689)

Loss from continuing operations before income taxes	(146,698)	(24,684)	(198,016)

Income tax provision	-	-	-

Net loss	$ (146,698)	$ (24,684)	$ (198,016)

Net loss per common share:
Basic and diluted	$ (0.01)	$ (0.01)	$ (0.02)
Weighted average common shares outstanding:
Basic and diluted	10,024,544	225,601	10,250,145

SONORAN ENERGY, INC.

Consolidated Statements of Operations

For the Six Months Ended October 31, 2003

	For the Six Months Ended October 31, 2003
	As Previously Reported	Adjustments	As Restated
Revenue
Oil and gas sales	$ 214,528	$ -	$ 214,528
Other	3,000	-	3,000
Total revenue	217,528	-	217,528

Operating expenses:
Oil and gas production costs	125,475	-	125,475
Depletion, depreciation and amortization	15,267	52,336	67,503
Stock-based compensation:
Consulting	48,100	(12,090)	36,010
Investor relations	6,750	-	6,750
Debt issue costs	20,500	(1,800)	18,700
General and administrative	172,932	-	172,932
Liability settlement (gains)/loss	(13,675)	38,574	24,889
Total costs and expenses	375,349	76,920	452,269
Loss from operations	(157,821)	(76,920)	(234,741)
Interest income	274	-	274
Interest expense	(143,639)	-	(143,639)

Loss from continuing operations before income taxes	(301,186)	(76,920)	(378,106)

Income tax provision	-	-	-

Net loss	$ (301,186)	$ (76,920)	$ (378,106)

Net loss per common share:
Basic and diluted	$ (0.03)	$ (0.01)	$ (0.04)
Weighted average common shares outstanding:
Basic and diluted	9,552,938	568,305	10,121,243

SONORAN ENERGY, INC.

Consolidated Statement of Changes in Shareholders' Deficit

	For the Six Months Ended October 31, 2003
	As Previously Reported	Adjustments	As Restated

Shareholders' deficit, balance at April 30, 2003	$(1,805,120)	$ -	$(1,805,120)

Common stock sales	20,000	-	20,000
Common stock issued in exchange for consulting services	54,850	(12,091)	42,759
Common stock issued in exchange for debt issue costs	20,500	(1,800)	18,700
Common stock cancelled	(13,000)	-	(13,000)
Common stock issued in exchange for debt payments	101,390	38,575	139,965
Comprehensive loss:
Net loss, quarter ended October 31, 2003	(301,186)	(76,920)	(378,106)
Cumulative translation adjustment	(10,847)	-	(10,847)
Comprehensive loss	(312,033)	(76,920)	(388,953)

Shareholders' deficit, balance at October 31, 2003	$(1,323,828)	$ (76,920)	$ (1,985,649)

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

This report contains forward-looking statements. 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 second quarter were highlighted by the completion of the holding tank and the well reactivation program on the Company's Emjayco Glide #33 property. The tank replacement was completed in July and production on Glide started up in August. The reactivation work was intended to increase oil production on the 160-acre property by reactivating several additional well sites. Well #5 on the Emjayco Glide #33 property was the first to be successfully reactivated. This is the first production from this well since 1970 when it was shut down by a fire. By the end of October, the oil cut was 1% on a flow of 780 barrels a day. A new pump unit installed on the #5 well now has the largest capacity of any pump unit on the Glide lease. Sonoran Energy and its operating partner, Longbow LLC, now plan to study the viability of upgrading several other wells on the Glide lease to larger units. In exchange for the reactivation work on Glide #5, Sonoran's operating partner, Longbow LLC, received an earlier advance of 10% on its net revenue interest on the Glide property. Sonoran Energy was receiving an 80-20 split on net revenues from the Glide lease before moving to a 60-40 working interest split once 150% of the acquisition costs are realized. Following the exchange, Longbow receives an additional 10% moving the split on net revenues to 70-30 until 150% of the acquisition costs are realized. It will then move to 60-40. The Keystone and Merzonian

fields continue to produce well and are averaging about 1,000 barrels a month each which exceeds our original forecasts.

The Company was also successful in raising an additional $200,000 to cover its development costs in the quarter. Sonoran also received recompletion cash calls as part of its participation in the Gay 12-1, WH Smith #2 and Lambie 4-3 gas wells. The Gay 12-1 project was successful and is producing, the WH Smith #2 was plugged and shut in, and the

Lambie was also successful and is now in production.

In October, the Company acquired a minimum 4% working interest in a 160-acre oil and gas prospect known as the Northeast 12 Prospect with a potential reserve of 4.6 BCF of 1000+ BTU gas. Sonoran also has the right to participate in all future wells on the prospect located in the North West Lost Hills Oil and Gas Field in Kern County, California. If the drilling program is successful, Sonoran has an option to acquire similar working interests in up to 14 additional prospects adjoining the property.

Page 4

Analysis of Operations

Results of Operations for the Six Months Ended October 31, 2003 compared to the Six Months Ended October 31, 2002:

REVENUES

Revenue was $214,528 in the six months ended October 31, 2003 and $0 in the six months ended October 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 six months of last year. The factors impacting revenue for October 31, 2003 are discussed above in the general comments.

OIL AND GAS PRODUCTION COSTS

Oil and gas production cost was $125,475 in the six month period ended October 31, 2003 and $0 in October 31, 2002. Oil and gas production cost as a percentage of revenue increased slightly in this quarter reflecting the cash calls mentioned above on the gas properties.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses decreased by approximately 20 % for the six months ended October 31, 2003, when compared with the same period for 2002. General and administrative expense includes all the company administrative expense, officer fees, travel, legal and accounting. Management continues to try to keep these costs at minimal levels without inhibiting the efficient operation of the Company. Stock based consulting has been reduced as the Company no longer needs the concentrated effort it has in the early stages of its entrance into the oil and gas industry.

INTEREST EXPENSE

Interest expense was $143,639 for the six months ended October 31, 2003 and $70,689 in October 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 $67,503 for the six months ended October 31, 2003 reflecting the cost associated with the operations 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 debt and equity financing to be able 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:

- 33,096 shares of common stock at $.40 per share for payment of interest.

- 60,000 shares of common stock at $.27 in payment of debt issue expense

- 19,286 shares of common stock at $.23 per share for $4,339.35 for investor relations services

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

The Company submitted an information statement to the principal holders of the outstanding common stock and received 52.95% of the votes which:

(1) approved the elections of John Punzo, Russ Costin, and Flavio Bidese to the Company's Board of Directors; and

(2) approved the Company's 2003 Stock Option Plan.

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 October 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 October 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

Sonoran Energy (SNRN) Inactive 10QSB/A2004 Q2 Quarterly report (small business) (amended)

Overview

Liquidity and Capital Resources