**SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, DC 20549**

**FORM 10-QSB**

(Mark One)

|[ x ]                                                | Quarterly
      report under Section 13 or 15(d) of The Securities Exchange Act of 1934 
|---------------------------------------------------- | ----------------------------------------------------------------------------------------
|                                                     |                                                                                         
|For the
      quarterly period ended 31 October 2002
|                                                     |                                                                                         
|[    ]                                               | Transition
      report under 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 Small Business
  Issuer as Specified in its Charter)

|Washington                            | 13-4093341               
|------------------------------------- | -------------------------
|(State or other Jurisdiction
      of | (I.R.S.
      Employer   
|Incorporation or Organization)        | Identification
      No.)

1701 Westwind
  Dr., Ste. 101, Bakersfield, Calif., 93301
  (Address of Principal Executive Offices)

**604
   599 - 1825**(Issuer's Telephone Number,
  Including Area Code) .

C/o Corporate
  House, 320-1100 Melville St., Vancouver, B.C.(Former Name, Former Address
  and Former Fiscal Year
  if Changed Since Last Report)

Check
  whether the issuer: (1) filed all reports required to be filed by Section 13
  or 15(d) of The Securities Exchange Act of 1934 during the past 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
  X      No 
  ____

State
  the number of shares outstanding of each of the issuer's classes of common equity,
  as of the latest practicable date:

|Class                                                                 |  | Number of Shares Outstanding
|--------------------------------------------------------------------- |  | ----------------------------
|Common
      Stock, par value $0.0                                    |  | 7,466,606                   
|                                                                     
|Transitional
      Small Business Disclosure Format(check
      one):

Yes
  ____      No  X



---



PART 1  FINANCIAL INFORMATIONItem 1. Financial Statements



---

**SONORAN ENERGY,
    INC.
    (Formerly Showstar Online.com, Inc.)
    Consolidated Balance Sheet
    ( UNAUDITED )****31-Oct-02**


|**Assets**                                                         |   
|------------------------------------------------------------------ | --
|Cash                                                               | $ 
|Loans receivable                                                   |   
|Prepaid
      expense                                              |   
|                                                                   |   
|                                                                   |   
|                                                                   |   
|Assets available
      for sale (Note B)                           |   
|                                                                   |   
|Oil and
      gas properties at cost (Note C)                      |   
|                                                                   |   
|                                                                   | $ 
|                                                                   |   
|**Liabilities
        and Shareholders Deficit**                  |   
|Liabilities:                                                       |   
|Accounts
      payable                                             | .$
|Accrued
      expenses                                             |   
|Loans
      payable.(Note D.)                                      | . 
|Accrued
      interest payable                                     |   
|Indebtedness
      to related party                                |   
|                                                                   |   
|Total
      liabilities                                            |   
|                                                                   |   
|Shareholders
      deficit :                                      |   
|Preferred
      stock, no par value; 25,000,000 shares authorized, |   
|-0-
      shares issued and outstanding                            |   
|Common
      stock, no par value; 75,000,000 shares authorized,    |   
|7,466,606
      shares issued and outstanding                      | . 
|Additional
      paid-in capital                                   |   
|Cumulative
      translation adjustments                           |   
|Deficit
      accumulated                                          |   
|                                                                   |   
|Total
      shareholders deficit                                  |   
|                                                                   |   
|                                                                   | $ 
|                                                                   |   



See accompanying
  notes to condensed, consolidated financial statments.

---

**SONORAN
  ENERGY, INC.
  (Formerly Showstar Online.com, Inc.)
  Consolidated Statements of Operations
  ( UNAUDITED )**

|                                                      |   | **For
      the Six Months Ended** |   |   | **For
      the Three Months Ended** |  
|----------------------------------------------------- | - | ---------------------------------- | - | - | ------------------------------------ | -
|                                                      |   | **31-Oct**                         |   |   | **31-Oct**                           |  
|                                                      |   |                                    |   |   |                                      |  
|                                                      |   | **2002**                           |   |   | **2001**                             |  
|                                                      |   |                                    |   |   |                                      |  
|Revenue                                               |   |                                    |   |   |                                      |  
|Sales                                                 | $ |                                   |   | $ | 109,634                              |  
|Commissions                                           |   |                                   |   |   | 12,500                               |  
|                                                      |   |                                    |   |   |                                      |  
|Total
      revenue                                   |   |                                   |   |   | 122,134                              |  
|                                                      |   |                                    |   |   |                                      |  
|Costs and
      expenses:                             |   |                                    |   |   |                                      |  
|Cost
      of sales                                   |   |                                   |   |   | 64,530                               |  
|Stock-based
      compensation                        |   |                                    |   |   |                                      |  
|Consulting                                            |   | 115,700                            |   |   |                                     |  
|Consulting                                            |   | 57,701                             |   |   | 35,527                               |  
|Investor
      relations, other                       |   | 8,669                              |   |   |                                     |  
|Professional
      fees                               |   | 128,053                            |   |   | 13,663                               |  
|Travel
      and entertainment                        |   | 4,961                              |   |   | 2,083                                |  
|Depreciation
      and amortization                   |   |                                   |   |   | 175,445                              |  
|Advertising,
      marketing and selling              |   |                                   |   |   | 22,892                               |  
|Loss
      on write-off of oil/gas property. (Note F) |   | (225,000                           | ) |   |                                     |  
|General
      and administrative                      |   | 15,681                             |   |   | 25,860                               |  
|                                                      |   |                                    |   |   |                                      |  
|Total
      costs and expenses                        |   | (105,765                           | ) |   | (340,000                             | )
|                                                      |   |                                    |   |   |                                      |  
|Interest
      expense                                |   | (30,679                            | ) |   | (19,098                              | )
|                                                      |   |                                    |   |   |                                      |  
|Loss
      from continuing operations                 |   |                                    |   |   |                                      |  
|before
      income taxes                             |   | (136,444                           | ) |   | (236,964                             | )
|Income tax
      provision                            |   |                                   |   |   |                                     |  
|                                                      |   |                                    |   |   |                                      |  
|Net
      loss                                        | $ | (136,444                           | ) | $ | (236,964                             | )
|                                                      |   |                                    |   |   |                                      |  
|Net loss
      per common share:                      |   |                                    |   |   |                                      |  
|Basic
      and diluted                               | $ | (0.03                              | ) | $ | (0.12                                | )
|                                                      |   |                                    |   |   |                                      |  
|Basic and
      diluted weighted average              |   |                                    |   |   |                                      |  
|common
      shares outstanding                       |   | 4,891,429                          |   |   | 2,033,881                            |  
|                                                      |   |                                    |   |   |                                      |  



See accompanying
  notes to condensed, consolidated financial statments.

---

**SONORAN
  ENERGY, INC.
  (Formerly Showstar Online.com, Inc.)****Consolidated Statement
  of Changes in Shareholders' Deficit
  ( UNAUDITED )**

|                                             |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|-------------------------------------------- | ------------------ |  | - | ---------- |  | - | ----------- |  | - | ------------- | - | - | ------------------- | - | - | ---------- | -
|                                             |                    |  |   |            |  |   |             |  |   |               |   |   | Cumulative          |   |   |            |  
|                                             |                    |  |   |            |  |   |             |  |   |               |   |   | Translation         |   |   |            |  
|                                             |                    |  |   |            |  |   |             |  |   | Deficit       |   |   | Adjustment          |   |   |            |  
|                                             |                    |  |   |            |  |   |             |  |   | Accumulated   |   |   |                     |   |   |            |  
|                                             | Common
      Stock |  |   | Additional |  |   | During      |  |   | Other         |   |   |                     |  
|                                             |                    |  |   | Paid-In    |  |   | Development |  |   | Comprehensive |   |   |                     |  
|                                             | Shares             |  |   | Amount     |  |   | Capital     |  |   | Stage         |   |   | Income
      (Loss) |   |   | Total      |  
|                                             |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|                                             |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|Balance
      at April 30, 2002              | 55,317,830         |  | $ | 13,292,429 |  | $ | 380,000     |  | $ | (15,734,079   | ) | $ | 51,806              |   | $ | (2,009,844 | )
|                                             |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|                                             |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|Share reversal
      1 for 25                | 2,212,756          |  |   |           |  |   |             |  |   |               |   |   |                     |   |   |            |  
|                                             |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|Common stock
      issued pursuant to        |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|a
      private offering                     | 569,950            |  |   | 142,488    |  |   |            |  |   |              |   |   |                    |   |   | 142,488    |  
|Common stock
      issued to officers as     |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|payment
      for liabilities                | 556,000            |  |   | 119,002    |  |   |            |  |   |              |   |   |                    |   |   | 119,002    |  
|Common stock
      issued to related parties |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|as
      payment for liabilities             | 828,200            |  |   | 203,052    |  |   |            |  |   |              |   |   |                    |   |   | 203,052    |  
|Common stock
      issued for services       | 762,500            |  |   | 94,000     |  |   |            |  |   |              |   |   |                    |   |   | 94,000     |  
|Common stock
      issued for payment of     |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|third
      party advances and accrued       |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|liabilities                                  | 787,200            |  |   | 171,799    |  |   |            |  |   |              |   |   |                    |   |   | 171,799    |  
|Common stock
      issued for payment of     |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|oil
      and gas properties                 | 1,750,000          |  |   | 350,000    |  |   |            |  |   |              |   |   |                    |   |   | 350,000    |  
|Comprehensive
      loss:                    |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|Net
      loss.October 31, 2002 .            |                   |  |   |           |  |   |            |  |   | (136,444      | ) |   |                    |   |   | (136,444   | )
|Cumulative
      translation adjustment      |                   |  |   |           |  |   |            |  |   |              |   |   | (300                | ) |   | (300       | )
|                                             |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|Comprehensive
      loss                     |                   |  |   |           |  |   |            |  |   |              |   |   |                    |   |   | (136,744   | )
|                                             |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|                                             |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  
|Balance
      as at October 31, 2002         | 7,466,606          |  | $ | 14,372,770 |  | $ | 380,000     |  | $ | (15,870,523   | ) | $ | 51,506              |   | $ | (1,066,247 | )
|                                             |                    |  |   |            |  |   |             |  |   |               |   |   |                     |   |   |            |  





See accompanying
  notes to consolidated financial statements

---

**SONORAN
  ENERGY, INC.
  (Formerly Showstar Online.com, Inc.)
  Consolidated Statements of Cash Flows
  ( UNAUDITED )**

|                                                        |   | **For
      the Six Months Ended** |  
|------------------------------------------------------- | - | ---------------------------------- | -
|                                                        |   | **31-Oct-02**                      |  
|                                                        |   |                                    |  
|                                                        |   | **2002**                           |  
|                                                        |   |                                    |  
|Net Cash
      (Used In) Operating Activities           | $ | (271,602                           | )
|                                                        |   |                                    |  
|                                                        |   |                                    |  
|Cash flows
      from investing activities:             |   |                                    |  
|Cash
      to ALS Sportswear                            |   |                                   |  
|Proceeds
      from sale of equipment                   |   |                                   |  
|Purchase
      of oil and gas property                  |   | (164,908                           | )
|                                                        |   |                                    |  
|Net
      cash used in                                  |   |                                    |  
|investing
      activities                              |   | (164,908                           | )
|                                                        |   |                                    |  
|                                                        |   |                                    |  
|Cash flows
      from financing activities:             |   |                                    |  
|Proceeds
      from advances                            | . | 856,188                            |  
|Repayment
      of advances                             |   | (25,000                            | )
|Proceeds
      from the issuance of common stock        |   | 142,488                            |  
|                                                        |   |                                    |  
|Net
      cash provided by                              |   |                                    |  
|financing
      activities                              |   | 973,676                            |  
|                                                        |   |                                    |  
|                                                        |   |                                    |  
|Net
      change in cash                                |   | 537,166                            |  
|                                                        |   |                                    |  
|Cash, beginning
      of period                         |   | 7,710                              |  
|                                                        |   |                                    |  
|                                                        |   |                                    |  
|Cash, end
      of period                               | $ | 544,876                            |  
|                                                        |   |                                    |  
|                                                        |   |                                    |  
|Supplemental
      disclosure of cash flow information: |   |                                    |  
|Cash
      paid for income taxes                        | $ |                                   |  
|                                                        |   |                                    |  
|Cash
      paid for interest                            | $ |                                   |  
|                                                        |   |                                    |  
|                                                        |   |                                    |  
|Non-cash
      investing and financing activities:      |   |                                    |  
|Common
      stock issued for payment of advances and   |   |                                    |  
|accrued
      liabilities                               | $ | 610,341                            |  
|                                                        |   |                                    |  
|Common
      stock issued for properties                | $ | 350,000                            |  
|                                                        |   |                                    |  
|Common
      stock issued for services                  | $ | 123,125                            |  
|                                                        |   |                                    |  



See accompanying
  notes to condensed, consolidated financial statments.

---

**SONORAN ENERGY, INC.**

**NOTES TO UNAUDITED FINANCIAL STATEMENTSOctober 31, 2002**

NOTE A:   General Information

The
  accompanying unaudited consolidated financial statements of Sonoran Energy,
  Inc. as of and for the three months ended October 31, 2002 and October 31, 2001
  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 financial statements and notes thereto for the year ended April 30,
  2002 included in the Company's report in Form 10KSB 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 located
  in California that do not meet the requirements of the larger producers and
  developers

NOTE B.   Assets Available For Sale

As
  of October 31, 2002, the Company owed First Nevisian (FN) $843,000 and $160,776
  in related accrued interest. In addition, FN holds property and equipment owned
  by the Company with a book value of approximately $309,743. The two parties
  are negotiating a settlement agreement whereby FN would reduce the balance of
  principal and interest owed on the loans in exchange for the Company's property
  and equipment held by FN. The net realizable value of the property and equipment
  held by FN is included in the accompanying consolidated financial statements
  as "assets available for sale".

Depreciation

The
  Company had not recorded any depreciation in this quarter as no operating benefit
  has accrued during the period.

NOTE C.  Oil and
  Gas Properties

The
  Company follows the full cost method of accounting for oil and gas properties.
  Accordingly, all costs associated with acquisition, exploration, and development
  of oil and gas reserves, including directly related overhead costs, are capitalized.
  No internal overhead costs have been capitalized to date.

All capitalized
  costs of oil and gas properties, including the estimated future costs to develop
  proved reserves, are amortized on the unit-of-production method using estimates
  of proved reserves. Investments in unproved properties and major development
  projects are not amortized until proved reserves associated with the projects
  can be determined or until impairment occurs. If the results of an assessment
  indicate that the properties are impaired, the amount of the impairment is added
  to the capitalized costs to be amortized.



---

The capitalized costs are subject to a ceiling test, which limits
  capitalized costs to the aggregate of the estimated present value,
  discounted at a 10-percent interest rate, of future net revenues from proved
  reserves (based on current economic and operating conditions), plus the lower
  of cost or fair market value of unproved properties.

Sales of proved and unproved properties are
  accounted for as adjustments of capitalized costs with no gain or loss recognized,
  unless such adjustments would significantly alter the relationship between capitalized
  costs and proved reserves of oil and gas, in which case the gain or loss is
  recognized in income.

Abandonments of properties are accounted for as adjustments
  of capitalized costs with no loss recognized.

NOTE D.   Loans Payable

To
  finance the purchase of the Kern and Tulare County properties, the Company secured
  a $600,000 loan from Ironwood LLC covering the cost of acquisition, Idle Well
  Bond, due diligence, property improvements and legal fees. The loan carries
  a two-year term, with an interest rate of 18% and gives the lender the right
  to convert the balance after two years into common stock of the Company at a
  floor price of 50 cents a share. The $600,000 loan is secured by a deed of trust
  on the properties.

NOTE E.   Stock
  Based Compensation and Payments.

The
  Company issued the following shares during the quarter:

|Description                                      | Shares Issued | Amount  
|------------------------------------------------ | ------------- | --------
|Issued Pursuant to
      a Private Placement     | 569,950       | $142,488
|Issued as Payment
      for Debt                 | 38,600        | 9,650   
|Issued to Officers
      as Payment for Services | 200,000       | 30,000  
|Issued as Payment
      for Consulting Services  | 650,000       | 65,000  
|                                                 | 1,458,550     | $247,138

NOTE F.   Loss
  on Write-off of Gas/Oil Property

Based
  upon an evaluation of the tests of the Franklin Property, it has been decided
  that the Partners in this lease block will conduct no further exploration. The
  Company has chosen to write off the investment in this property as a result
  of this decision.

**ITEM 2. MANAGEMENT'S
  DISCUSSION AND ANALYSIS OR PLAN 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 for the fiscal year ended April 30, 2002.



---

Overview

Sonoran
  Energy, Inc. (the "Company", "Sonoran" and sometimes "we," "us," "our" and derivatives
  of such words), formerly named Showstar Entertainment Corporation, was incorporated
  on July 14, 1995 in the State of Colorado as Cerotex Holdings, Inc. In May 1998
  the Company changed its name to Showstar Entertainment Corporation, assuming
  the name of its majority-owned subsidiary. Effective August 25, 1998, the remaining
  23% of Showstar/Nucom was acquired through issuance of 999,066 shares of the
  Company's Common Stock.

From
  April 1998 to February 1999, Showstar engaged in merchandising and event promotion
  in secondary markets in the Western United States and Canada. These operations
  were discontinued in February 1999. On June 18, 1999, the stockholders of the
  Company approved a change in corporate name to Showstar Online.com, Inc., which
  became effective on June 25, 1999. From early 1999 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

Sonoran
  Energy, Inc, during fiscal 2002, had been searching for a merger partner, buyer
  or a combination thereof to ensure its continued operation. In April 2002, management
  was presented with an opportunity to acquire minority working interests in two
  California oil and gas properties. Further reviews and meetings resulted in
  the Company deciding to enter the oil and gas industry and in May 2002 closed
  on one of the properties.

The
  Company, through its association with knowledgeable industry consultants, is
  positioned to be able to identify, acquire and develop working interest percentages
  in smaller, underdeveloped oil and gas projects that do not meet the requirements
  of the larger California producers and developers.

During
  the first quarter Sonoran acquired working interests in two properties:

|- | 5%
        working interest in the San Antonio project. This project area covers
        a 3,940 acre leased "Area of Interest" and is located in Monterey County,
        CA, just south of the prolific 500 million barrel San Ardo oil field on
        the east side of the basin.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                       
|- | 2% working interest
      in the Franklin Project, a Sacramento Valley gas play that under the 4,000
      acre A.M.I. there could be the potential of 400 BCF under closure.                                                                                                         

During the second quarter

San
  Antonio project  The Company was able to meet all cash calls and increased
  its working interest to 9%. The initial phase of production testing produced
  approximately 10,000 barrels of fresh water and 300 barrels of 37 degree API
  oil with strong gas shows . Production testing recommenced October 16 and the
  operator of the project begun negotiating pipeline and storage facilities at
  San Ardo.

Franklin
  Project - Tests of the well indicated that the existing gas bearing zones were
  too tight to produce commercial quantities of gas and the initial test well
  was subsequently abandoned. The 3-D data covering the entire lease block has
  been re-evaluated utilizing the information gained from the test well. Further
  prospects within the block have been deemed to be too small and their risk very
  high. Based upon this evaluation, it has been decided that the Partners in this
  lease block will conduct no further exploration.

The
  Company announced that it had entered into an agreement to purchase two oil
  producing properties, one located in each of Kern County and Tulare County.
  Sonoran Energys operating partner, Longbow LLC, will



---

operate
  the two properties. The Company secured a $600,000 loan from Ironwood LLC to
  cover the cost of the acquisition, Idle Well Bond, due diligence, property improvements
  and legal fees. The loan carries a two-year
  term and gives the lender the right to convert the balance after two years into
  common stock of the Company at a floor price of 50 cents a share. The $600,000
  loan is secured by a deed of trust on the properties.

Plan of
  Operations

A comparison
  of quarter to quarter would not provide any insight into the companys
  operation as the future look and operations will be considerably different as
  we proceed through fiscal 2003. The Company no longer operates any of the businesses
  reflected in the October 31, 2001 results.

Management
  will continue to pursue strategic acquisitions that have existing cash flows
  through its alliance with Archer Exploration Inc. and Longbow LLC, of Bakersfield,
  Ca. The criteria that will be used include low cost
  entry, substantial growth potential, close access to commercial distribution
  and most significantly, projects that have not used modern applications of oil
  and gas engineering technology. During the next quarter we will continue to
  work with our existing properties:







The Company has had to delay the annual general
  meeting, but management hopes to be able to arrange the meeting in the coming
  quarter.

Liquidity and Capital Resources

The principal source of funds to the Company
  since its formation has been derived from the net proceeds of certain private
  offerings of securities which have been used to fund operating and general and
  administrative costs. The company has managed to keep its operating costs to
  a minimum over the past year.

The company has a net working capital deficit that will be
  addressed by one of the following:

-  payment of debt as part of a merger/acquisition  -  issue of stock in a merger/acquisition  -  some combination of the above.


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.



---



**PART
  II
  OTHER INFORMATION**

|Item 6. | Exhibit
      and Reports on Form 8-K                      
|------- | -----------------------------------------------------------
|        |                                                            
|        | There
      were no items reported on Form 8-K this quarter



**SIGNATURES**

In
  accordance with the requirements of the Exchange Act, the registrant caused
  this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                               | SONORAN
      ENERGY, INC.                  
|------------------------------ | --------------------------------------------
|                               |                                             
|Dated: November 26,
      2002 | By:/s/ J. Punzo                             
|                               | J. Punzo                                    
|                               | President,
      and Chief Executive Officer



|            | EXHIBIT
      INDEX
|----------- | -------------------
|            |                    
|Exhibit No. | Description        
|N/A         |                    





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**CERTIFICATION**

Solely for
  the purposes of complying with, and the extent required by 18 U.S.C. 1350, as
  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned
  certifies, in his capacity as an officer of Sonoran Energy, Inc. (Sonoran),
  that, to his knowledge, the Quarterly Report of Sonoran on Form 10-QSB for the
  period ended October 31, 2002, fully complies with the requirements of Section
  13(a) of the Securities Exchange Act of 1934 and that the information contained
  in the report fairly presents, in all material respects, the companys
  financial condition and results of operations.



*"J. Punzo"*


DATE:  December 12,
  2002

**CERTIFICATION
  PURSUANT TO
  18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO** **SECTION 302 OF THE
  SARBANES-OXLEY ACT OF 2002**

I,
  John Punzo, Chief Executive Officer of Sonoran Energy, Inc., certify that:

1.         I
  have reviewed this quarterly report on Form 10-QSB 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 registrant as of, and
  for, the periods presented in this quarterly report;

4.         The
  registrant's other certifying officers and I are responsible for establishing
  and maintaining disclosure controls and procedures (as defined in Exchange Act
  Rules 13a-14 and 15d-14) for the registrant and have:

a)
          designed such disclosure controls
  and procedures to ensure that material information relating to the registrant,
  including its consolidated subsidiaries, is made known to us by others within
  those entities, particularly during the period in which this quarterly report
  is being prepared;

b)
          evaluated the effectiveness
  of the registrant's disclosure controls and procedures as of a date within 90
  days prior to the filing date of this quarterly report (the "Evaluation Date");
  and

c)         presented
  in this quarterly report our conclusions about the effectiveness of the disclosure
  controls and procedures based on our evaluation as of the Evaluation Date;

5.         The
  registrant's other certifying officers and I have disclosed, based on our most
  recent evaluation, to the registrant's auditors and the audit committee of registrant's
  board of directors (or persons performing the equivalent functions):

a)         all
  significant deficiencies in the design or operation of internal controls which
  could adversely affect the registrant's ability to record, process, summarize
  and report financial data and have identified for the registrant's auditors
  any material weaknesses in internal controls; and



3

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b)         any
  fraud, whether or not material, that involves management or other employees
  who have a significant role in the registrant's internal controls; and

6.         The
  registrant's other certifying officers and I have indicated in this quarterly
  report whether there were significant changes in internal controls or in other
  factors that could significantly affect internal controls subsequent to the
  date of our most recent evaluation, including any corrective actions with regard
  to significant deficiencies and material weaknesses.

December 12, 2002

*"J. Punzo"*
  J. Punzo, President and Chief Executive Officer



**CERTIFICATION**

Solely for
  the purposes of complying with, and the extent required by 18 U.S.C. 1350, as
  adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned
  certifies, in his capacity as an officer of Sonoran Energy, Inc. (Sonoran),
  that, to his knowledge, the Quarterly Report of Sonoran on Form 10-QSB for the
  period ended October 31, 2002, fully complies with the requirements of Section
  13(a) of the Securities Exchange Act of 1934 and that the information contained
  in the report fairly presents, in all material respects, the companys
  financial condition and results of operations.



*"Russ Costin"*


DATE: December 12, 2002



**CERTIFICATION
  PURSUANT TO
  18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO** **SECTION 302 OF THE SARBANES-OXLEY
  ACT OF 2002**

I,
  Russ Costin, Chief Financial Officer of Sonoran Energy, Inc., certify that:

1.         I
  have reviewed this quarterly report on Form 10-QSB 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 registrant as of, and
  for, the periods presented in this quarterly report;

4.         The
  registrant's other certifying officers and I are responsible for establishing
  and maintaining disclosure controls and procedures (as defined in Exchange Act
  Rules 13a-14 and 15d-14) for the registrant and have:

a)         designed
  such disclosure controls and procedures to ensure that material information
  relating to



4

---



the registrant,
  including its consolidated subsidiaries, is made known to us by others within
  those entities, particularly during the period in which this quarterly report
  is being prepared;

b)         evaluated
  the effectiveness of the registrant's disclosure controls and procedures as
  of a date within 90 days prior to the filing date of this quarterly report (the
  "Evaluation Date"); and

c)         presented
  in this quarterly report our conclusions about the effectiveness of the disclosure
  controls and procedures based on our evaluation as of the Evaluation Date;

5.         The
  registrant's other certifying officers and I have disclosed, based on our most
  recent evaluation, to the registrant's auditors and the audit committee of registrant's
  board of directors (or persons performing the equivalent functions):

a)         all
  significant deficiencies in the design or operation of internal controls which
  could adversely affect the registrant's ability to record, process, summarize
  and report financial data and have identified for the registrant's auditors
  any material weaknesses in internal controls; and

b)         any
  fraud, whether or not material, that involves management or other employees
  who have a significant role in the registrant's internal controls; and

6.         The
  registrant's other certifying officers and I have indicated in this quarterly
  report whether there were significant changes in internal controls or in other
  factors that could significantly affect internal controls subsequent to the
  date of our most recent evaluation, including any corrective actions with regard
  to significant deficiencies and material weaknesses.

December 12, 2002



_*"Russ Costin"**_*_____________________
  Russ Costin, Chief Financial Officer



5

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