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                               
|                                                | 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                             
|General and administrative                      | 80,055                             
|Liability settlement gains                      | (526)                              
|Total expenses                                  | 214,383                            
|Loss from operations                            | (107,291)                          
|Interest
    income                             | 151                                
|Interest
    expense                            | (72,950)                           
|                                                |                                    
|Loss before income taxes                        | (180,090)                          
|                                                |                                    
|Income tax
    provision                        | -                                  
|                                                |                                    
|Net loss                                        | $    (180,090)                     
|                                                |                                    
|Net loss
    per common share:                  |                                    
|Basic and diluted                               | $         
    (0.02)              
|Weighted
    average common shares outstanding: |                                    
|Basic and diluted                               | 9,992,541                          
|                                                |                                    

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                       
|                                                                       |              |  |                                           |  |                     |  |                                                                        |  |                               
|Common
    stock sales                                                 | 100,000      |  | 20,000                                    |  | -                   |  | -                                                                      |  | -                             
|Common
    stock issued in exchange for                                |              |  |                                           |  |                     |  |                                                                        |  |                               
|consulting services                                                    | 94,000       |  | 27,100                                    |  | -                   |  | -                                                                      |  | -                             
|Common stock
    issued in exchange for                                |              |  |                                           |  |                     |  |                                                                        |  |                               
|debt issue costs                                                       | 10,000       |  | 2,500                                     |  | -                   |  | -                                                                      |  | -                             
|Common stock
    cancelled                                             | (18,800)     |  | (13,000)                                  |  | -                   |  | -                                                                      |  | -                             
|Common stock
    issued in exchange for
    debt payments              | 372,466      |  | 93,116                                    |  | -                   |  | -                                                                      |  | -                             
|Comprehensive
    loss:
    Net loss, three months ended July 31, 2003 | -            |  | -                                         |  | -                   |  | (180,090)                                                              |  | -                             
|Cumulative translation adjustment                                      | -            |  | -                                         |  | -                   |  | -                                                                      |  | (8,707)                       
|Comprehensive loss                                                     | -            |  | -                                         |  | -                   |  | -                                                                      |  | -                             
|                                                                       |              |  |                                           |  |                     |  |                                                                        |  |                               
|Balance as at July 31, 2003                                            | 10,165,652   |  | $15,099,379                               |  | $7,200              |  | $(16,984,760)                                                          |  | $13,980                       
|                                                                       |              |  |                                           |  |                     |  |                                                                        |  |                               

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                                   
|                                                                            |                                        
|Net cash provided by (Used In) Operating
    Activities                     | $                
    (323)            
|                                                                            |                                        
|Cash flows from investing activities:                                       |                                        
|Purchases of oil and
    gas properties                                     | (6,954)                                
|Net cash used in investing activities                                       | (6,954)                                
|                                                                            |                                        
|Cash flows from financing activities:                                       |                                        
|Proceeds from
    advances                                                  | -                                      
|Proceeds from the
    sale of common stock                                  | 20,000                                 
|Net cash provided by financing activities                                   | 20,000                                 
|                                                                            |                                        
|Effect of cumulative translation adjustment
	on cash                        | (8,707)                                
|                                                                            |                                        
|Net change in cash                                                          | 4,016                                  
|                                                                            |                                        
|Cash, beginning of period                                                   | 32,619                                 
|                                                                            |                                        
|Cash, end of period                                                         | $          
    36,635                 
|                                                                            |                                        
|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                       
|Common stock issued
    for acquisition of oil and gas properties           | $                  
    -              
|                                                                            |                                        



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            
|Revenue                                             |                                    
|Oil and gas sales                                   | $     
    105,592                 
|Other                                               | 1,500                              
|Total revenue                                       | 107,092                            
|                                                    |                                    
|Operating expenses:                                 |                                    
|Oil and gas production costs                        | 72,174                             
|Depletion, depreciation and amortization            | 7,478                              
|Stock-based compensation                            |                                    
|Debt issue costs                                    | 2,500                              
|Consulting                                          | 27,100                             
|General and administrative                          | 80,055                             
|Liability settlement gains                          | (526)                              
|Total costs and expenses                            | 188,781                            
|Loss from operations                                | (81,689)                           
|Interest income                                     | 151                                
|Interest expense                                    | (72,950)                           
|                                                    |                                    
|Loss from continuing operations before income taxes | (154,888)                          
|                                                    |                                    
|Income tax provision                                | -                                  
|                                                    |                                    
|Net loss                                            | $    (154,888)                     
|                                                    |                                    
|Net loss per common
    share:                      |                                    
|Basic and diluted                                   | $         
	(0.02)                 
|Weighted average common
    shares outstanding:     |                                    
|Basic and diluted                                   | 9,992,541                          
|                                                    |                                    



---

SONORAN ENERGY, INC.

Consolidated Statement of Changes in Shareholders' Deficit



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





---



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

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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

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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

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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.                                                                                                                                                                                                                                       
|2.                                                                                                                                                                                                                                       
|3.                                                                                                                                                                                                                                       
|4.                                                                                                                                                                                                                                       
|5.                                                                                                                                                                                                                                       

|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.                                                                                                                                                                                                                                                       
|2.                                                                                                                                                                                                                                                       
|3.                                                                                                                                                                                                                                                       
|4.                                                                                                                                                                                                                                                       
|5.                                                                                                                                                                                                                                                       

|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