UNITED STATES



SECURITIES AND EXCHANGE COMMISSION



WASHINGTON, D.C. 20549



FORM 10-QSB



(Mark One)



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

For the quarterly period ended January 31, 2006



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





SonoranEnergy, 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)



3100 W. Ray Road, Ste 130, Chandler, AZ  85226

(Address of principal executive offices) (Zip code)



480-963-8800

(Issuer's telephone number)

N/A

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





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



YES                                       NOX



Indicate by check mark whether the registrant is a shell company  (as defined in Rule 12b-2 of the Exchange Act).



YES                                       NOX





The number of shares outstanding of the Company's no par common stock as of January 31, 2006 was 82,305,215.



Traditional Small Business Disclosure Format:



YES                                       NOX





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 1.   Legal Proceedings



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



Item 5.   Other Information



Item 6.   Exhibits

Page 2

---





PART I - FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS.



SONORAN ENERGY, INC.





CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Periods Ended January 31, 2006 and 2005





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

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SONORAN ENERGY, INC.

Condensed Consolidated Balance Sheet

January 31, 2006

|Assets                                                             |                 
|------------------------------------------------------------------ | ----------------
|                                                                   |                 
|Current assets:                                                    |                 
|Cash                                                               | $   
		6,263,370
|Certificate of deposit                                             | 352,184         
|Accounts receivable                                                | 197,970         
|Prepaid expense                                                    | 160,763         
|Total current assets                                               | 6,974,287       
|                                                                   |                 
|Oil and gas properties - full cost method                          |                 
|Proved, less accumulated
		depletion of $197,506                   | 1,750,007       
|Unproved, less impairment
		charge of $71,078                      | 13,605,027      
|Equipment, less accumulated depreciation of $59,568                | 106,676         
|Total capital assets                                               | 15,461,710      
|                                                                   |                 
|Other assets:                                                      |                 
|Deferred finance charge
		(Note C)                                 | 358,314         
|Excess purchase price on
		asset (Note H, I)                       | 5,295,148       
|Total other assets                                                 | 5,653,462       
|                                                                   |                 
|                                                                   | $  28,089,459   
|                                                                   |                 
|Liabilities and Shareholders' Equity                               |                 
|                                                                   |                 
|Current liabilities:                                               |                 
|Accounts payable                                                   | 1,468,502       
|Accounts payable - ad
		valorem tax                                | 190,522         
|Indebtedness to related
		parties (Note B)                         | 113,333         
|Accrued expenses                                                   | 550,858         
|Customer deposits                                                  | 3,484           
|Employee taxes payable                                             | 7,655           
|Loan payable (Note D)                                              | 122,499         
|Convertible debentures (Note
		E)                                  | 1,751,172       
|Convertible note discount
		(Note C)                               | (247,011)       
|Deferred rent                                                      | 30,983          
|Deferred gains on oil and
		gas property sales                     | 484,046         
|Total current liabilities                                          | 4,476,043       
|                                                                   |                 
|Long-term liabilities                                              |                 
|Asset retirement obligation
		(Note F)                             | 723,263         
|                                                                   | 723,263         
|                                                                   |                 
|Contingencies                                                      | -               
|                                                                   |                 
|Shareholders' equity (Note G):                                     |                 
|Series "A" convertible
		preferred stock, no par value, 25,000,000 |                 
|shares authorized, 0 shares issued and outstanding                 | -               
|Common stock, no par value,
		250,000,000 shares authorized,       |                 
|82,305,215 shares issued and outstanding                           | 60,121,516      
|Paid-in capital                                                    | 1,767,720       
|Accumulated deficit                                                | (38,999,083)    
|Total shareholders' equity                                         | 22,890,153      
|                                                                   |                 
|                                                                   | $  28,089,459   
|                                                                   |                 



See accompanying notes to
consolidated financial statements



F-1

---

SONORAN ENERGY, INC.

Consolidated Statements of Operations



|                                                    | For the
		Nine Months Ended
		January
		31, |  | For the
		Three Months Ended
		January
		31,
|--------------------------------------------------- | ------------------------------------------- |  | --------------------------------------------
|                                                    | 2006                                        |  | 2005                                        
|                                                    |                                             |  |                                             
|Revenue                                             |                                             |  |                                             
|Oil and gas
		sales                                 | $  1,084,623                                |  | $    274,621                                
|Other                                               | 306,062                                     |  | 3,455                                       
|Total revenue                                       | 1,390,685                                   |  | 278,076                                     
|                                                    |                                             |  |                                             
|Expenses:                                           |                                             |  |                                             
|Oil and gas
		production costs                      | 779,085                                     |  | 402,814                                     
|Workover expense                                    | 568,302                                     |  | -                                           
|Ad valorem and
		other taxes                        | 146,976                                     |  | -                                           
|Accretion
		expense                                 | 90,923                                      |  | -                                           
|Depletion,
		depreciation and amortization          | 169,712                                     |  | 33,514                                      
|Stock-based
		compensation:                         |                                             |  |                                             
|Officer compensation                                | 3,326,654                                   |  | -                                           
|Employees                                           | 447,439                                     |  | -                                           
|Legal                                               | -                                           |  | -                                           
|Public relations                                    | 6,400                                       |  | -                                           
|Consulting                                          | 953,903                                     |  | 148,071                                     
|Directors                                           | 743,662                                     |  | -                                           
|General and
		administrative                        | 3,686,864                                   |  | 2,296,469                                   
|Loan commitment
		fee                               | -                                           |  | -                                           
|Total expenses                                      | 10,919,920                                  |  | 2,880,868                                   
|                                                    |                                             |  |                                             
|Interest income                                     | 30,988                                      |  | -                                           
|Interest expense                                    | (437,445)                                   |  | (96,829)                                    
|                                                    |                                             |  |                                             
|Loss from continuing operations before income taxes | (9,935,692)                                 |  | (2,699,621)                                 
|                                                    |                                             |  |                                             
|Income tax provision                                | -                                           |  | -                                           
|                                                    |                                             |  |                                             
|Net loss                                            | $  (9,935,692)                              |  | $  (2,699,621)                              
|Net loss per common share:                          |                                             |  |                                             
|Basic and
		diluted                                 | $          
		(0.18)                        |  | $          
		(0.10)                        
|Weighted average common shares
		outstanding:       |                                             |  |                                             
|Basic and
		diluted                                 | 53,907,907                                  |  | 25,992,970                                  
|                                                    |                                             |  |                                             



See accompanying notes to consolidated
financial statements



F-2

---

SONORAN ENERGY, INC.

Consolidated Statement of Changes in Shareholders' Equity



|                                              | Series
		"A"
		Convertible
		Preferred Stock |  | Common
		Stock |  | Additional
		Paid In
		Capital |  | Retained
		Deficit |  | Total     
|--------------------------------------------- | -------------------------------------------- |  | -------------- |  | ------------------------------ |  | ------------------ |  | ----------
|                                              | Shares                                       |  | Amount         |  | Shares                         |  | Amount             |  |           
|Balance at April 30, 2004                     | 1,000,000                                    |  | 1,950,000      |  | 24,531,620                     |  | 20,377,389         |  | 23,425    
|                                              |                                              |  |                |  |                                |  |                    |  |           
|Common stock sales                            | -                                            |  | -              |  | 2,771,971                      |  | 1,328,208          |  | -         
|Exercised common stock warrants               | -                                            |  | -              |  | 150,512                        |  | 38,012             |  | -         
|Common stock issued to officers for           |                                              |  |                |  |                                |  |                    |  |           
|compensation                                  | -                                            |  | -              |  | 2,400,000                      |  | 1,392,000          |  | -         
|Common stock issued to directors for          |                                              |  |                |  |                                |  |                    |  |           
|services                                      | -                                            |  | -              |  | 350,000                        |  | 203,000            |  | -         
|Common stock issued in exchange for           |                                              |  |                |  |                                |  |                    |  |           
|consulting
		services                         | -                                            |  | -              |  | 587,280                        |  | 354,000            |  | 1,407,462 
|Common stock issued to employees              |                                              |  |                |  |                                |  |                    |  |           
|for compensation                              | -                                            |  | -              |  | 100,000                        |  | 58,000             |  | -         
|Common stock issued in exchange for           |                                              |  |                |  |                                |  |                    |  |           
|legal services                                | -                                            |  | -              |  | 50,000                         |  | 25,500             |  | -         
|Common stock issued in exchange for           |                                              |  |                |  |                                |  |                    |  |           
|oil and gas
		properties                      | -                                            |  | -              |  | 300,000                        |  | 210,000            |  | -         
|Common stock issued for payment               |                                              |  |                |  |                                |  |                    |  |           
|of debt                                       | -                                            |  | -              |  | 131,006                        |  | 28,821             |  | -         
|Net loss, year ended April 30, 2005           | -                                            |  | -              |  | -                              |  | -                  |  | -         
|                                              |                                              |  |                |  |                                |  |                    |  |           
|Balance at April 30, 2005                     | 1,000,000                                    |  | $1,950,000     |  | 31,372,389                     |  | $24,014,930        |  | $1,430,887
|                                              |                                              |  |                |  |                                |  |                    |  |           
|Common stock sales                            | -                                            |  | -              |  | 15,135,600                     |  | 9,603,961          |  | -         
|Exercised common stock warrants               | -                                            |  | -              |  | 50                             |  | 50                 |  | -         
|Common stock issued for conversion of         |                                              |  |                |  |                                |  |                    |  |           
|preferred shares                              | (1,000,000)                                  |  | (1,950,000)    |  | 2,000,000                      |  | 1,950,000          |  | -         
|Common stock issued to officers for           |                                              |  |                |  |                                |  |                    |  |           
|compensation                                  | -                                            |  | -              |  | 4,752,120                      |  | 3,326,654          |  | -         
|Common stock issued to directors for          |                                              |  |                |  |                                |  |                    |  |           
|services                                      | -                                            |  | -              |  | 1,083,327                      |  | 743,662            |  | -         
|Common stock issued in exchange for           |                                              |  |                |  |                                |  |                    |  |           
|rent of office
		space                        | -                                            |  | -              |  | 320,000                        |  | 128,000            |  | -         
|Common stock issued in exchange for           |                                              |  |                |  |                                |  |                    |  |           
|consulting
		services                         | -                                            |  | -              |  | 1,391,991                      |  | 953,903            |  | -         
|Common stock issued to Arab Womens            |                                              |  |                |  |                                |  |                    |  |           
|Association as a
		donation                   | -                                            |  | -              |  | 10,000                         |  | 6,400              |  | -         
|Common stock issued to employees              |                                              |  |                |  |                                |  |                    |  |           
|for compensation                              | -                                            |  | -              |  | 645,835                        |  | 447,438            |  | -         
|Common stock issued in exchange for           |                                              |  |                |  |                                |  |                    |  |           
|asset purchase                                | -                                            |  | -              |  | 20,026,514                     |  | 16,061,476         |  | -         
|Common stock issued for payment               |                                              |  |                |  |                                |  |                    |  |           
|of debt                                       | -                                            |  | -              |  | 5,567,389                      |  | 2,885,042          |  | -         
|Beneficial Conversion Rate on conv. Note      | -                                            |  | -              |  | -                              |  | -                  |  | 336,833   
|Net loss, six months ended January 31,
		2006 | -                                            |  | -              |  | -                              |  | -                  |  | -         
|                                              |                                              |  |                |  |                                |  |                    |  |           
|Balance at January 31, 2006                   | -                                            |  | -              |  | 82,305,215                     |  | $60,121,516        |  | $1,767,720
|                                              |                                              |  |                |  |                                |  |                    |  |           



See accompanying notes to consolidated
financial statements



F-3

---

SONORAN ENERGY, INC.

Consolidated Statements of Cash Flows



|                                                                  | For the
		Nine Months Ended
		January
		31,
|----------------------------------------------------------------- | -------------------------------------------
|                                                                  | 2006                                       
|                                                                  |                                            
|Net cash (used in) operating activities                           | (2,920,720)                                
|                                                                  |                                            
|Cash flows from investing activities:                             |                                            
|Acquisition of
		property                                         | (119,525)                                  
|Payments for
		certificate of deposit                             | (251,964)                                  
|Cash acquired in
		business combination                           | 26,501                                     
|Payment for oil
		and gas working interests                       | -                                          
|Net cash used in investing activities                             | (344,988)                                  
|                                                                  |                                            
|Cash flows from financing activities:                             |                                            
|Proceeds from
		exercised options and warrants                    | 50                                         
|Proceeds from
		related party advances                            | -                                          
|Proceeds from
		issuance of promissory note                       | -                                          
|Proceeds from
		issuance of convertible debenture                 | -                                          
|Repayment of
		loans and advances                                 | (137,246)                                  
|Proceeds from
		the sale of common stock                          | 9,603,961                                  
|Net cash provided by financing activities                         | 9,466,765                                  
|                                                                  |                                            
|Net change in cash                                                | 6,201,057                                  
|                                                                  |                                            
|Cash, beginning of year                                           | 62,313                                     
|                                                                  |                                            
|Cash, end of year                                                 | $   6,263,370                              
|                                                                  |                                            
|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 debt and current liabilities | $   2,590,278                              
|Convertible debt
		converted to Common Stock                      | $      294,674                             
|Common stock
		issued for business acquisitions                   | $ 16,061,476                               
|Common stock issued for properties                                | $                 
		-                     
|                                                                  |                                            





See accompanying notes to consolidated
financial statements



F-4

---



SONORAN ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2006



NOTE A: General Information



The accompanying un-audited condensed consolidated financial statements of Sonoran Energy, Inc. as of and for the Nine months ended January 31, 2006 and January 31, 2005 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, 2005 included in the Company's report in Form 10-KSB as filed with the Securities and Exchange Commission.





The Company uses the full cost method of accounting to account for its oil and gas operations. Accordingly, we capitalize the cost to acquire, explore for and develop oil and gas properties. Under the theory of full cost accounting, all successful and unsuccessful costs associated with acquisition, exploration and development activities are considered to be part of the cost of any oil and gas found and produced and should therefore be amortized over a unit of production method.



Note B: Indebtedness to Related parties



The Company was advanced $100,000 on August 4, 2004 by a relation of our Vice President of North American operations. The term of the note is one year and carries interest of 12% per annum. The Company repaid $75,000 of this note during the first quarter and has repaid the remaining $25,000 plus interest during the second quarter.  The balance of $113,333 relates to funds owed to a past CEO.



Note C:Other Assets



Deferred finance charges

The Company incurred commitment fees and finder fees for the Cornell Capital convertible debentures totaling $689,000. The commitment fee payable to Cornell Capital of $425,000 in the form of a non-interest bearing convertible note (see Note E) has been discounted at 5% to reflect an imputed interest over the term of the note resulting in a net commitments fee of $365,936 at the time of the agreement.  The discount of $247,011 is shown on the Balance Sheet as Convertible note discount. The Company charged interest expense with $44,911.70 this quarter for amortization of the discount.



Note D: Loan Payable



During July 2004 the Company issued a promissory note for $165,000 to Glencoe Capital Inc for the purposes of placing the advance payment on the Texas property. The note bears an interest rate of 12% per annum commencing on August 16th, 2004. Of this $15,000 was held by the lender to cover its fees for services. The term of the note was initially August 16, 2004, but the term was extended by verbal agreement between both parties. In addition, Zenith Financial, as guarantor, pledged 330,000 shares of the Company's stock it held as collateral for the loan.  In November 2004, Glencoe Capital, Inc. chose to foreclose on the collateral and sell the pledged shares and by April 15, 2005 had sold all of the pledged shares.  The Company recorded a liability to Zenith of $218,121 for the replacement of the sold collateral.  The obligation to Zenith at July 31, 2005 includes 80,000 additional shares of the Company's common stock as a fee payable to Zenith.  The company issued 410,000 shares on August 11, 2005 in payment of this debt.



The balance of $122,499 is four small loans covering furniture and equipment purchases plus two advances that may be paid in stock.



F-5

---



Note E: Convertible Debentures



On Aug 17 the Company signed an agreement with Cornell Capital Partners, LP that replaces the existing agreement. Under the new agreement the lender chose to convert the $425,000 commitment fee note into 1,000,000 shares of restricted common stock.  The balance of $1,680,000 plus accrued interest,  plus a delay fee of approximately $272,000 resulted in a total debt of  $2,021,172 bearing interest at 5% annually, repayable at $150,000 per month plus interest over 13 months starting November 1, 2005 with a final payment of $71,461 in the 14th month. Subsequently, the lender has converted $270,000 of the loan to shares at $.54.



The lender has the right to convert all or a portion of the outstanding amount to common stock at a price of $0.54 per share subject to the actual shares received cannot exceed 4.99% of the then outstanding shares. The Company has charged $23,844.91 to interest expense this quarter reflecting the expense from  to October 31, 2005.  Additionally, the Company recorded a debt discount for the beneficial conversion feature in the note agreement of $383,000.



Convertible Debentures and Loans Payable at January 31, 2006 are comprised of the following:



|                                                                              |           |  |       
|----------------------------------------------------------------------------- | --------- |  | ------
|                                                                              | 2006      |  | 2005  
|                                                                              |           |  |       
|Convertible debentures bearing interest at 5% to be converted to common stock | 1,751,172 |  | -     
|                                                                              |           |  |       
|Loan payable for cancelled stock purchase                                     | 43,200    |  | -     
|                                                                              |           |  |       
|Loan payable to Camden Holdings, on demand and non-interest bearing           | 48,476    |  | 87,824



|                                                                                                    |           |  |        
|--------------------------------------------------------------------------------------------------- | --------- |  | -------
|                                                                                                    |           |  |        
|Note Payable to Glencoe Capital bearing interest of 12%, repayable August 14th                      | -         |  | 165,000
|                                                                                                    |           |  |        
|Credit line bearing interest of 14.99%, repayable at a                                              |           |  |        
|minimum of 2.5% of the outstanding balance                                                          | 14,967    |  | -      
|                                                                                                    |           |  |        
|Loan payable bearing interest of 10.81%, repayable in monthly installments of $609.45 for 36 months | 15,856    |  | -      
|                                                                                                    |           |  |        
|Totals                                                                                              | 1,873,671 |  | 242,824
|                                                                                                    |           |  |        

Principal payments due in years ended April 30:



|      |              
|----- | -------------
|2006  | $1,859,546   
|2007  | 6,088        
|2008  | 6,780        
|2009  | 1,203        
|      |              
|Total | $   1,873,861
|      |              





F-7

---





Note F:Asset Retirement Obligation





In June 2001, FASB issued SFAS No. 143, Accounting for Asset Retirement Obligations.  SFAS No. 143 requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset.  Subsequently, the asset retirement cost is allocated to expense using a systematic and rational method.  The provisions of SFAS No. 143 were effective for fiscal years beginning after June 15, 2002.



The following table is a reconciliation of the Company's liability for asset retirement obligations:



|                                                    |   |        
|--------------------------------------------------- | - | -------
|Balance April 30, 2005                              | $ | 354,679
|Impact of adoption of SFAS No. 143                  |   | --     
|Addition to liability due to purchase of properties |   | 368,584
|Liability Settled                                   |   | --     
|Balance January 31, 2006                            | $ | 723,263





Note G: Stock Based Compensation



The Company issued 1,002,087 restricted common shares during the quarter to Officers, Directors and employees as follows:



-    270,833 shares of common stock at $0.81 per share, being market price, for payment of employee incentive plans amounting to $219,375

-    100,002 shares of common stock at $0.81 per share, being market price, for payment of Directors fees amounting to $81,002

-     66,664 shares of common stock at $0.75 per share, being market price, for payment of Directors fees amounting to $49,998

-     62,500 shares of common stock at $0.70 per share, being market price, for payment of employee incentive plans amounting to $43,750

-     16,667 shares of common stock at $0.70 per share, being market price, for payment of Directors fees amounting to $11,667

-    275,001 shares of common stock at $0.66 per share, being market price, for payment of employee incentive plans amounting to $181,500

-    10,416 shares of common stock at $0.53 per share, being market price, for payment of employee incentive plans amounting to $5,520

-   100,002 shares of common stock at $0.53 per share, being market price, for payment of Directors fees amounting to $53,001.



The shares were valued at the trading price on the day of issue.



Common Stock Options



A summary of the status of the Company's stock option awards as of April 30, 2005, and the changes during the nine months ended January 31, 2006 are presented below:



|                              |                             |                                 |                                 |                             |             |                                              
|----------------------------- | --------------------------- | ------------------------------- | ------------------------------- | --------------------------- | ----------- | ---------------------------------------------
|                              |                             | Options Issued to Non-Employees | Weighted Average Exercise Price | Weighted Average Fair Value | Exercisable | Weighted Average Exercise Price - Exercisable
|                              | Options Issued to Employees
|Outstanding, April 30, 2005   | 9,700,000                   | 4,300,000                       | $       0.53                    | $       0.29                | 14,000,000  | 0.53                                         
|                              |                             |                                 |                                 |                             |             |                                              
|Options granted               | -                           | -                               | -                               | -                           | -           | -                                            
|Options exercised             | -                           | -                               | -                               | -                           | -           | -                                            
|Options cancelled             | 150,000                     | -                               | 0.20                            | -                           | 150,000     | 0.20                                         
|Outstanding, January 31, 2006 | 9,550,000                   | 4,300,000                       | $          0.53                 | $        0.29               | 13,850,000  | $          0.53                              
|                              |                             |                                 |                                 |                             |             |                                              



The fair value for the options granted during the year ended April 30, 2005 was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:





Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.24%

Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.00%

Volatility factor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138.60%

Weighted average expected life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 years



The Black-Scholes options valuation model was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company's stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options. However, the Company has presented the pro forma net loss and pro forma basic and diluted loss per common share using the assumptions noted above.





Warrants



The following table shows warrants outstanding as at January 31, 2006



|                                 |                    |                |            
|-------------------------------- | ------------------ | -------------- | -----------
|                                 | Number of Warrants | Exercise Price | Expiry Date
|Balance as at April 30, 2005     | 935,230            | 1.00           | July, 2005 
|Granted with Private Placements: | 403,266            | .95            | July, 2006 
|                                 | 222,222            | 1.00           | March, 2006
|                                 | 184,214            | 1.25           | July, 2006 
|                                 | 1,360,869          | 1.50           | July, 2006 
|Exercised during the year        | (562)              | 1.00           | July, 2005 
|Expired during the year          | (934,668)          | 1.00           | July, 2005 
|Balance as at January 31, 2006   | 2,170,531          | 1.33           |            





F-8

---



Note H: Scottsdale Oil Field Services Acquisition



The Company acquired Scottsdale Oil Field Services Ltd. on June 1, 2005 for 1,000,000 shares of restricted common stock valued at the market price on that day of $0.65 per share.



The "excess purchase on asset" shown on the Balance Sheet as at January 31, 2006 reflects the difference between the equity in Scottsdale and the price paid.



An allocation of the purchase price had not been completed as of this report date and the final valuation may result in allocating some of the intangible assets to amortizable assets.

The purchase price was allocated as follows:



|                      |              
|--------------------- | -------------
|Cash                  | $       2,844
|Accounts receivable   | 311,038      
|Prepaid expense       | 334          
|PP & E                | 2,226        
|Bank line of credit   | (52,300)     
|Accounts payable      | (186,341)    
|Accrued expense       | (28,474)     
|Customer deposit      | (3,912)      
|Excess purchase price | 604,585      
|Purchase price        | $650,000     



Note I: Baron Oil AS Acquisition



The Company acquired Baron Oil AS on November 2, 2005 for 19,026,514 shares of restricted common stock valued at the market price on the day the official completion was announced, pending audited statements, which was $0.81 per share.



The "excess purchase on asset" shown on the Balance Sheet as at January 31, 2006 reflects the difference between the equity in Baron Oil AS and the price paid.



An allocation of the purchase price had not been completed as of this report date and the final valuation may result in allocating some of the intangible assets to amortizable assets.

The purchase price was allocated as follows:



|                           |             
|-------------------------- | ------------
|Cash                       | $  26,501   
|CD deposit                 | 50,000      
|Abandonment expense        | 368,584     
|Unproven property          | 11,000,000  
|Accounts payable           | (304,888)   
|Loan payable               | (43,200)    
|Inter company loan payable | (7,500)     
|P & A liability            | (386,584)   
|Excess purchase price      | 4,690,563   
|Purchase price             | $ 15,411,476



Note J Segmented Information



The Company is presently is operating in two segments:



|Oil and Gas: | Nine months ended
	January 31 | Three months ended
	January 31
|------------ | ----------------------------- | ------------------------------
|             | 2006                          | 2005                          
|Revenue      | 1,084,623                     | 274,621                       
|Income       | (9,939,229)                   | (2,699,621)                   
|Assets       | 28,089,459                    | 4,793,980                     
|             |                               |                               





|Consulting Services: | Nine months ended
	January 31 | Three months ended
	January 31
|-------------------- | ----------------------------- | ------------------------------
|                     | 2006                          | 2005                          
|Revenue              | 306,062                       | 0                             
|Income               | 3,537                         | 0                             
|Assets               | 0                             | 0                             
|                     |                               |                               

Oil field services work consists of  engineers performing services based outside the Corporate offices with no

Company assets being allocated to this function.

---





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. Sonoran Energy, Inc. (the "Company", "Sonoran", and sometimes "we", "us", "our" and derivatives of such words) 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, 2005.



General



The Company entered into agreements with two major service companies in the oil and gas industry:



- Welltec AS, a World Wide Master Agreement, for up to $20,000,000 in services to be rendered to Sonoran. Welltec, the world leader in the development of cost effective well intervention solutions for horizontal, vertical and deviated wells, has agreed to assist the Company with well production enhancements, well work-overs, field redevelopment and other field related services using Welltec's proprietary technology in relation to increasing production from Sonorans US assets as well as Sonorans international opportunities.



- AGR Holdings AS, a Strategic Cooperation Agreement with AGR, a leading international provider of specialized services for the Global oil and gas industry based on innovative and technologically advanced solutions.  The Agreement will see AGR partner with Sonoran to provide a portfolio of technical services for the planning and execution of projects, especially relating to asset management, exploration, drilling/completion and production of wells/fields.



As part of this agreement AGR has invested $3 million into Sonoran and has agreed that services provided within the first year will be at cost to AGR with no uplift for profit.  AGR will also have the right to partner with Sonoran in any new venture on a world wide basis that the companies agree upon. Such partner arrangements will be based on a 50/50 type joint venture model.



AGR is currently working with Sonoran in evaluating current projects in both the USA and Jordan.

Comments on operations during the third quarter:



US Operations:



East Texas Fields:

·

JRC/Lisa Layne: The modifications undertaken in the previous quarter to the production facilities have reduced the problems associated with the separation of oil and water, and the subsequent high pressures in the injection wells.  Well production has been reduced through a series of minor problems that have taken time to repair as a result of the high demand for materials and services in the area.  Additional mechanical improvements to the equipment in the field have been identified and plans are in progress to implement these improvements that will bring the field back to its projected production.   Research into sourcing a suitable alternative water disposal well to handle the increased water production is still ongoing.



·

Ann McKnight Unit: The unit continues to produce without any serious problems.  However, the Ann McKnight 201 Well that was brought into production in September was shut down in the later part of October with a suspected tubing leak. Repairs to this well will be included within the upcoming work program that is being implemented to access upside potential, through the installation of submersible pumps and the sale of the associated gas production. Gas sales have never previously been included within the reserves or economics of the Unit.



Louisiana:



Operations continued forward with the initial phase of activity on the first four wells in Louisiana and clean-out operations using coiled tubing have successfully been completed on these wells. Saltwater disposal issues, which were one of the major issues have been addressed and resolved by tying into existing water disposal infrastructure available in the area. In addition work is been undertaken in both the installation of new production infrastructure and upgrading of the existing production infrastructure. Operations were delayed due to the hectic demand for oil field services and materials in the region following the aftermath of Hurricanes Rita and Katrina and consequently we are currently slightly delayed compared to our initial schedule.  However, while production has not yet achieved the targeted 200 boed from Phase I, we continue to see improvements with monthly volumes growing since the start of our operations. We are reviewing all of the work undertaken and are planning additional work to bring these wells up to the expected production levels. Pre-planning work on the remaining wells (Phases II and III)is being undertaken with the help of our strategic partners AGR, RLG. and Welltec. We plan to commence work on these next Phases, comprised of higher cost and higher impact wells within the next quarter in conjunction with continued operations on the Phase I wells.





West Texas:



KWB Field:  With the closing of the Barron Oil acquisition in November, we have increased our security bond with the Railroad Commission of Texas and filed the necessary documentation to have all of the wells transferred in to the name of Sonoran Energy.  We are now working to resolve a number of outstanding questions and compliance issues that were raised by the Railroad Commission prior to our becoming the operator.  AGR, one of our strategic partners has started gathering all of the necessary documentation to complete a full field study on the best method to bring the field into production utilizing some of the many existing wellbores and drilling of new wells.



General: Management continues to review potential acquisition candidates with the objective of increasing production here n the USA.



Middle East, North Africa and Caspian:



The Company finalized the terms of a Production Sharing Agreement (PSA) with the Natural Resource Authority (NRA) of the Hashemite Kingdom of Jordan. The PSA was signed by the Government on November 23, 2005. The terms of the PSA calls for the exploration and development of the Azraq Block in Jordan including the existing producing Hamza Oil field. The PSA is being discussed by the Jordanian Parliament for formal approval and ratification leading to the signature by His Majesty King Abdullah II, King of Jordan.

The Company is also presently exploring opportunities in the Caspian region as well as several Middle Eastern countries.



Page 4

---





Analysis of Operations



Results of Operations for the Nine Months ended January 31, 2006 compared to the Nine Months ended January 31, 2005:



REVENUES



The Company generated total revenues of $1,390,685 during the nine months ended January 31, 2006 as compared to $278,076 revenue generated for the nine months ended January 31, 2005.



The significant increase in the Companys revenue is a direct result of the acquisition of the East Texas properties and the increased production in Louisiana, coupled with higher oil prices this fiscal year. In addition, the Company generated $ 306,062 in consulting revenue through its acquisition of Scottsdale Oil.



OIL AND GAS PRODUCTION COSTS



Oil and gas production costs were $779,085 for the nine months ending January 31, 2006 as compared to the $402,814 for the nine months ending January 31, 2005. The increase reflects the difference in cost of nine months of the East Texas operation in this fiscal year and three months of operation last year. Increased oil prices and improved operations resulted in a gross margin of 28% for the nine months of 2006 compared to a small loss for the same period last year.  Management continues to review the operating costs to determine areas in which to improve performance and to lower costs.



DEPLETION, DEPRECIATION AND AMORTIZATION



Depletion, depreciation and amortization charge was $169,712 for the nine months ended January 31, 2006 compared to $33,514 for the nine months ended January 31, 2005. The current nine months reflects the depreciation on equipment plus depletion expense of $141,131 on the East Texas fields. Last year the Company did not record any depletion expense on its unproved properties and had not yet acquired the East Texas property.



STOCK-BASED COMPENSATION



During the first six months of this fiscal year, the Company chose to recognize the efforts and commitment of the officers and staff during the previous year and for the future with an incentive share allocation that resulted in the issuance of 4.2 million shares at $0.70 per share, 270 K at $0.54 and 273 K at $0.78 being the market values on the date of issue.  The Directors also agreed to take their fees in common stock with the issuance of 500K shares at $0.70 per share, 100 K at $0.54 and 100 K at $0.78 being the market values on the date of issue.  The company was able to settle a legal matter with two consultants by the issuance of 300,000 shares at $0.70 for a total of $210 K.



During this quarter ended January 31, 2006 the Company continued to allot shares to Directors, officers and employees as shown in Note G in the notes to the financial statements.



In addition, the Company was able to pay consultants who provided investor relations services by stock during this quarter.



GENERAL AND ADMINISTRATIVE EXPENSES



General and administrative expenses increased by $1.4 million dollars for the nine months ended January 31, 2006, when compared with the same period for 2005. The Company now employs several experienced oil and gas personal and has offices in Arizona and Jordan for this year. The increase is also attributable to the increased legal and travel expense due to the Company's efforts to penetrate the global market place.



LIQUIDITY AND CAPITAL RESOURCES



The Company has successfully managed to source sufficient immediate funding through a  market priced equity during the last several months. These funds will be targeted at developing the Companys current assets to enable it generate positive cash flow and be the basis for additional future oil field acquisitions. The Company believes that the cash resources will be sufficient to fund its anticipated requirements for the next twelve months. Management is pleased that most of the funds raised came from either our Strategic Partners or strategic investors from out international core areas, thus supporting our active support network for future expansion.



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, or 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.



Foreign Currency Exposure



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



Item 3.    Controls and Procedures.



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



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



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



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





Page 5

---



PART II - OTHER INFORMATION



Item 1.     Legal proceedings



During this quarter, J. Punzo, previous CEO initiated an action to obtain funds he is owed for past services in the amount of $147,000.  The company is presently negotiating the amount and payment terms.



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



During the quarter the Company issued restricted common stock as follows:



- 500,000 shares of common stock at $0.54 per share for repayment of convertible debt totaling $270,000. The shares were issued under the Rule 4(2) exemption.



- 2,083 shares of common stock at $0.53 per share, being market price, for payment of employee incentive plans in the amount of $1,104. These shares were issued under the Rule 4(2) exemption.



- 108,335 shares of common stock at $0.53 per share, being market price, for payment of employee incentive plans amounting to $57,418. These shares were issued to non-U.S. residents under the auspices of Regulation S.



- 150,000 shares of common stock at $0.53 per share, being market price, for payment of consulting fees amounting to $79,500. These shares were issued to non-U.S. residents under the auspices of Regulation S.



- 5,116 shares of common stock at $0.64 per share, being market price, for payment of consulting fees amounting to $3,315. These shares were issued to non-U.S. residents under the auspices of Regulation S.



- 10,000 shares of common stock at $0.64 per share, being market price, for payment of a donation amounting to $6,400. These shares were issued to non-U.S. residents under the auspices of Regulation S.



- 1,715,587 shares of common stock at $0.64 per share for private placements amounting to $1,097,950. These shares were issued to non-U.S. residents under the auspices of Regulation S.



- 4,615,338 shares of common stock at $0.65 per share for private placement amounting to $3,000,000. These shares were issued to non-U.S. residents under the auspices of Regulation S.

-    83,333 shares of common stock at $0.66 per share, being market price, for payment of employee incentive plans amounting to $55,000. These shares were issued under the Rule 4(2) exemption.



- 191,668 shares of common stock at $0.66 per share, being market price, for payment of employee incentive plans amounting to $126,500. These shares were issued to non-U.S. residents under the auspices of Regulation S.



-  100,002 shares of common stock at $0.66 per
share, being market price, for payment of Director's fees amounting to $66,001.
These shares were issued to non-U.S. residents under the auspices of Regulation
S.



- 211,875 shares of common stock at $0.66 per share, being market price, for payment of consulting fees amounting to $139,837. These shares were issued to non-U.S. residents under the auspices of Regulation S.



- 9,200 shares of common stock at $0.69 per share for debt repayment of $6,348. These shares were issued to non-U.S. residents under the auspices of Regulation S.



- 62,500 shares of common stock at $0.70 per share, being market price, for payment of employee incentive plans amounting to $43,750. These shares were issued to non-U.S. residents under the auspices of Regulation S.



-  16,667 shares of common stock at $0.70 per share, being market price, for payment of Directors fees amounting to $11,667. These shares were issued to non-U.S. residents under the auspices of Regulation S.



-  66,664 shares of common stock at $0.75 per share, being market price, for payment of Directors fees amounting to $49,998. These shares were issued to non-U.S. residents under the auspices of Regulation S.



- 475,000 shares of common stock at $0.75 per share, being market price, for payment of consulting fees amounting to $356,250. These shares were issued to non-U.S. residents under the auspices of Regulation S.



- 19,026,514 shares of common stock at $0.81 per share, being market price at the announcement date of the completion pending audits, being a share exchange for an acquisition amounting to $15,411,476. These shares were issued to non-U.S. residents under the auspices of Regulation S.



-   83,333 shares of common stock at $0.81 per share, being market price, for payment of employee incentive plans amounting to $67,500. These shares were issued under the Rule 4(2) exemption.



- 187,500 shares of common stock at $0.81 per share, being market price, for payment of employee incentive plans amounting to $151,875. These shares were issued to non-U.S. residents under the auspices of Regulation S.



-  100,002 shares of common stock at $0.81 per share, being market price, for payment of Directors fees amounting to $81,002. These shares were issued to non-U.S. residents under the auspices of Regulation S.





Item 5.    Other Information



On the 8th of December, 2005 Sonoran Energy, Inc. (Sonoran or the Company) entered into a five year agreement with AGR Holdings AS (AGR) for future collaboration on existing and future exploration and development projects. Pursuant to the terms of the Agreement attached hereto as Exhibit 10-14, AGR has agreed to act as a service provider regarding planning and execution of projects especially related to asset management, exploration, drilling/completion, and production wells/fields.



Furthermore, AGR has the option to invest in petroleum fields.



At the signing of the agreement AGR invested $3 million in Sonoran for approximately 4.6 million shares. For a period of twelve months after the signing of this Agreement AGR will dedicate resources to make the necessary plans for redeveloping current assets in North America and Jordan. The services will be provided to Sonoran at AGRs price list with a 20% discount plus travel expenses.



Item 6.    Exhibits



10.14  Agreement Between Sonoran Energy, inc and AGR Holdings AS Concerning Cooperation of Oil and Gas Projects

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









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.



Dated: March 21, 2006

SONORAN ENERGY, INC.

/s/ Peter Rosenthal

Peter Rosenthal,

Chief Executive Officer



/s/ John Hodgson

John Hodgson

Interim Chief Financial Officer



Page 6

---

Exhibit 31.1





|                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Pursuant to the requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as amended, provides the following certification.
     I, Peter Rosenthal, President of Sonoran Energy, Inc. ("Company"), certify that:
|1.                                                                                                                                                                                                                          | I have reviewed this quarterly report on Form 10-QSB of Sonoran Energy, Inc.;                                                                                                                                                                                                                                                 
|2.                                                                                                                                                                                                                          | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3. | Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|4. | The other certifying directors and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  for Sonoran Energy, Inc and have:
a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to Sonoran Energy, Inc., including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report is being prepared;
b.  Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and
c.  Disclosed in this report any change in Sonoran Energy, Inc.'s internal control over financial reporting that occurred during Sonoran's third fiscal quarter that has materially affected, or is reasonably likely to materially affect, Sonoran's internal control over financial reporting; and



|   |                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | The other certifying directors and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of our board of directors (or persons performing the equivalent functions):



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



|                     |                            
|-------------------- | ---------------------------
|Date: March 21, 2006 | /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, John Hodgson, Interim Chief Financial Officer of Sonoran Energy, Inc. ("Company"), 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 Company as of, and for, the periods presented in this quarterly report;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.                                                                                                                                                                                                                                             | The other certifying director and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  for Sonoran Energy, Inc and have:
a.  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to Sonoran Energy, Inc., including its consolidated subsidiaries, is made known to us by other within those entities, particularly during the period in which this report is being prepared;
b.  Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and
c.  Disclosed in this report any change in Sonoran Energy, Inc.'s internal control over financial reporting that occurred during Sonoran's third fiscal quarter that has materially affected, or is reasonably likely to materially affect, Sonoran's internal control over financial reporting; and
|5.                                                                                                                                                                                                                                             | The other certifying director and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of our board of directors (or persons performing the equivalent functions):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           



|   |                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|a. | All significant deficiencies and material weaknesses  in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial data; and



|   |                                                                                                                                                                            
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting; and
|  
|   |                                                                                                                                                                            



|                     |                                              
|-------------------- | ---------------------------------------------
|Date: March 21, 2006 | /s/ John Hodgson                             
|                     | John Hodgson,
Interim Chief Financial Officer



---





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 for the quarter ending January 31, 2006, 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



March 21, 2006



---



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 for the quarter ending January 31, 2006, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John Hodgson, Interim 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/ John Hodgson

John Hodgson

Interim Chief Financial Officer



March 21, 2006