UNITEDSTATES
 
SECURITIESAND 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

               **Forthe quarterly period ended July 31, 2004**

                                  
  OR

 
 (  )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
                For the transition period from _____________ to _________
 

 

 Commission File Number: 000-28915
 

 
**Sonoran Energy, Inc.**

(Exact name of registrant as specified in its charter)
 

** Washington, United States**

(State or other jurisdiction                                                of incorporation or organization)
  

**13-4093341**

(I.R.S. Employer ID Number)
 
**1 Berkly Street, London, England, W1J 8DJ**

(Address of principal executive offices)   (Zip code)
 

**44 (0) 20 7016 9452**

    * (Issuer'stelephone number)*
 
**N/A**
*(Former Name, Former Address and Former Fiscal Year if Changed Since LastReport)*

      
 

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

                         YES                                               NO        X       

                    
The number of shares outstanding of the Company's no par common stock as ofAugust 31, 2003 was 25,335,531.
 
Traditional Small Business Disclosure Format:  
 
                         YES                                                 NO        X       
 
Page 1

 
CONTENTS

PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements

 

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

               and Results of Operations
 

Item 3.   Controls and Procedures

PART II. OTHER INFORMATION
 

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

Item 6.   Exhibits
Page 2

 

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

SONORAN ENERGY, INC.

 

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the Periods Ended July  31, 2004 and 2003

TABLE OF CONTENTS
                                                                                                     

                                                                                                                                                                  **PAGE**
Condensed Consolidated Balance SheetsF-1  Condensed Consolidated Statements of    OperationsF-2  Condensed Consolidated Statement of Changes    in Shareholders' EquityF-3  Condensed Consolidated Statements of Cash    FlowsF-4  Notes to Unaudited Condensed Consolidated Financial    StatementsF-5    
                                                               
Page 3

SONORAN ENERGY, INC.

Condensed Consolidated Balance Sheet

(Unaudited)

July31, 2004

 

**ASSETS**         Current assets:              Cash$    79,509                       Total current assets 79,509      	Oil and gas properties (full cost method):          	Unproved properties1,950,000    	Deposit on Purchase Sale Agreement (Note B)150,000     Equipment,	less accumulated depreciation of $5484,520                   $  2,184,029  
**LIABILITIES AND SHAREHOLDERS' EQUITY**         Current liabilities:              Accounts payable$       457,037             Indebtedness to related parties308,141             Accrued expenses202,168         	Note payable (Note C)165,000             Loans payable92,424             Deferred gains on oil and gas property sales484,046                       Total current liabilities1,708,816          Shareholders' deficit:              Series "A" convertible preferred stock, no par value; 25,000,000               	shares authorized, 1,000,000 shares issued and outstanding1,950,000             Common stock, no par value; 75,000,000 shares authorized,               	25,335,531 shares issued and outstanding	20,831,711         	Outstanding common stock options - 1,375,00023,425             Retained deficit(22,329,923)                       Total shareholders' equity475,213   $  2,184,029  
 

See accompanying notes to condensed, consolidated financial statements.

 

 

Page F-1

SONORAN ENERGY, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

 
 **For the Three Months Ended July 31,** 
**2004** 
**2003**    Revenue           Oil and gas sales$        31,282 $        105,592        Other-1,500                  Total revenue31,282 107,092    Operating    expenses           Oil and gas production costs135,707 72,174        Depletion, depreciation and amortization274 33,080        Stock-based compensation:                Debt issue costs- 2,500             Consulting100,000 27,100        General and administrative491,304 78,555        Liability settlement gains- (526)                  Total costs and expenses727,285 214,383              	Loss from operations(696,003) (107,291)    Interest    income- 151Interest    expense- (72,950)                       Loss before income taxes(696,003) (180,090)    Income tax    provision    - -                       Net loss$    (696,003) $    (180,090)    Net loss    per common share:           Basic and diluted$             (0.03) $             (0.02)Weighted    average common shares outstanding:           Basic and diluted24,875,517 9,081,332    
 

See accompanying notes to condensed, consolidated financial statements.

 

Page F-2

SONORAN ENERGY, INC.

Condensed Consolidated Statement of Changes in Shareholders'Equity

(Unaudited)

 
 **  Series "A" Convertible Preferred** **Common Stock** **Outstanding Common Stock Options** **Retained Deficit** **Total** **Shares** **Amount** **Shares** **Amount**                 Balance at April		30, 20041,000,000 $  1,950,000 24,531,620 $20,377,389 $    23,425 		$(21,633,920) $   716,894              Common stock issued		in exchange for consulting services- - 77,280 100,000 - - 100,000Exercised common		stock warrants- - 150,500 38,000 - - 38,000Common stock sales- - 576,131 316,322 - - 316,322Net loss- - 		- - - (696,003) (696,003)Balance at July 31,		20041,000,000 $  1,950,000 25,335,531 $20,831,711 $    23,425 $ (22,329,923) $  475,213              
 

See accompanying notes to condensed, consolidated financial statements.

 

PageF-3

SONORAN ENERGY, INC.

CondensedConsolidated Statements of Cash Flows

(Unaudited)

 
 
**For the Three Months Ended**

**July 31,** **2004** **2003**    Net cash used in operating    activities$                	(287,546) $                    (323)    Cash flows from investing activities:        Proceeds from	issuance of promissory note (Note C)- (6,954)     Deposit on Purchase	Sale Agreement (Note B)(150,000) -             Net cash used in investing activities(150,000) (6,954)    Cash flows from financing activities:        Proceeds from    issuance of promissory note (Note C)165,000 -     Repayment of loan(7,576) -     Proceeds from the    sale of common stock316,322 20,000             Net cash provided by financing activities473,746 20,000    Effect of cumulative translation adjustment	on cash- (8,707)                      Net change in cash36,200 4,016    Cash, beginning of period43,309 32,619    Cash, end of period$              79,509 $              36,635    Supplemental disclosure of cash flow    information:        Cash paid for income    taxes$                       - $                      -     Cash paid for    interest$           15,000 $                 823    Non-cash investing and financing activities:   
        Common stock issued for payment of debt, advances and other

             liabilities$                   - $         93,116    
 

See accompanying notes to condensed, consolidated financial statements.

 

PageF-4

 

**SONORAN ENERGY, INC.**
**NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
**July 31, 2004 **
 

NOTE A:  	General	Information
 

The accompanying	unaudited condensed consolidated financial	statements of Sonoran Energy, Inc. as of and for the three months ended July	31, 2004 and July 31, 2003 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, 2004 included in	the 
Company's report in Form 10-KSB as filed with the Securities and Exchange	Commission.

	 

NOTE B:  Deposit on Purchase Sale Agreement

	 

The Company has put a non-refundable deposit on a $1.5 Purchase Agreement	for three fields in Texas.  The original closing for the property was to be	July 30, 2004 but both parties have agreed to extend the closing date until	October 15, 2004.  The purchase price is based upon the Seller's working	interest in and to the Properties but will adjusted to reflect the seller's	actual working interest and associated net revenue interest, and proper	allocation of revenues, credits and expenses as of the effective date which	is to be decided.

	 

Note C:  Note Payable

  

During July 2004 the Company issued a promissory note for $165,000 to	Glencoe Capital Inc for the purposes of putting the down payment on the	Texas property. The note bears interest at 12% commencing on August 16th,	2004 plus there is a $15,000 holdback by the lender for services.  The	term of the note was initially August 16, 2004, but the term has been	extended to the end of October, 2004.
 

Note D:    Proposed Merger
***Baron Oil
	 

On May 7, 2004, the Company signed a Merger Agreement to acquire Baron Oil	AS ("Baron"), a Norwegian oil and gas company. Baron has a presence across	the Middle East and with an office in Amman, Jordan, is positioned to	attract oil and gas contracts in the region.   Baron specializes in the	utilization of the latest proven technology and operational processes in the	development, drilling and operating of onshore oil and gas fields.  Under	the terms of the agreement, the Company would acquire all of the issued and	outstanding shares of Baron in exchange for approximately 18,625,000 shares	of the Company's common stock and the assumption of all Baron's outstanding	stock options.  The Company has further agreed to provide an additional	commitment of $20 million for the purposes of developing Baron projects.	

	 
The agreement had not closed as of the date of this report.
	 
Note E:    Subsequent	Event

***Scottsdale Oil Field Services
	 

On August 18, 2004, the Company signed a Stock Purchase Agreement to acquire	Scottsdale Oil Field Services, Limited ("SOFS"), an Arizona corporation. 	SOFS' management and team of oil and gas operational staff and consultants	have many years of experience in North America, the UK, Africa, South	America, Pakistan, Australia, and Asia.  SOFS specializes in providing	engineering, reservoir, drilling (including deep water) financial,	commercial, materials management, systems and procedures, environmental and	operational services to the oil and gas industry through the placement of	the company's highly qualified personnel.
	 

Under the terms of the agreement, the Company acquired all of the issued and	outstanding shares of SOFS in exchange for 1,000,000 shares of the Company's	restricted common stock.  The Company further agreed to enter into	employment contracts with the two existing officers and one direct employee	covering an initial period of two years.
 

Page F-5

 
**ITEM	2.  MANAGEMENT'S DISCUSSION AND ANALYSIS O**F	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, 2004.
 
**General
 

The Company used the first	quarter of 2005 to review its operations and explore opportunities in the	Middle East in order to prepare a proper business plan and pursue financial	backing to implement the plan.  The addition of Bill McFie and Rasheed	Rafidi in the quarter added to the strength of the management team as they	bring many years of oil and gas industry experience to the team.
 

On the operating front, we	had minimal production from the Louisiana properties pending the start of	capital expenditures to ramp up production in the second and ensuing	quarters. The company continued the process required for the acquisitions of	Scottsdale Oil Field Services and Baron Oil. In addition the Company put a	deposit on an oil and gas operation in two fields in Texas with closing to	take place in the second quarter of fiscal 2005.
 

Page 4  

 **Analysis of	Operations
 

Results of Operations	for the First Quarter Ended July 31, 2004 compared to the First Quarter	Ended July 31, 2003:
 

REVENUES
 

	Revenues were $31,282	for the quarter ending July 31, 2004 and $107,092 for the quarter ending July 31, 2003.  As mentioned above, we had	minimal production from the Louisiana field in the first quarter this year	versus a whole quarter's operation of the working	interests acquired in 2003 which were sold in January 2004.  
 

OIL AND GAS PRODUCTION COSTS
 

Oil and gas production costs were $135,707		for the quarter ending July 31, 2004 and $72,174		for the quarter ending July 31, 2003.  The operating expense was		higher due to the costs of maintaining the 15,000 acre parcel which		makes up the Louisiana property.  Management is currently reviewing the		operating costs in detail to find areas in which to improve performance		and lower costs.
	 
DEPLETION, DEPRECIATION AND AMORTIZATION
 

Depletion, depreciation and amortization	was $274	for the quarter ended July 31,	2004 compared to $33,080 for the quarter ended July 31, 2003. The current	quarter reflects the depreciation on equipment only whereas last year's figure includes the depletion on the oil and	gas properties held at that time but subsequently sold.	The Company did not record any depletion expense on its unproved properties	this quarter.

 

STOCK-BASED COMPENSATION
 

The Company issued 77,280 shares for $100,000,	valued at the average market price for the 5 days prior to the agreement	date, to a consulting firm that prepared	information for investors and that can also be used for presentations to	financial institutions. 
 

GENERAL AND	ADMINISTRATIVE EXPENSES

 

General and	administrative expenses increased by $411,249 for the quarter ended July 31,	2004, when compared with the same period for 2003.  The Company now employs	several experienced oil and gas personal and has had increases in travel	expense due to entrance into the global market place.  

 

Liquidity and	Capital Resources
 

The Company believes that it will be able to source sufficient funds	through new debt and equity in the next three quarters to	develop its existing current assets and planned acquisitions so that these	operations will be  sufficient to fund the	anticipated liquidity and capital resource needs of the Company for the	fiscal year ended April 30, 2005.  At	the present time, Management feels that there are opportunities to enhance	existing wells and discussions have been held regarding efforts to tap into	possible reserves	on the oil properties.

 

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 2.     UnregisteredSales of Equity Securities and Use of Proceeds**

                               

	 During the quarter the Company issued common stock as follows:
	 

	              	-    150,000 shares of common stock for $37,500 from the	exercise of warrants at a price of $.25 per share

	              	-    500 shares of common stock for $500 from the exercise of	dividend warrants at a price of $1.00 per share

	              	-    77,280 shares of common stock at $1.29 per share for	$100,000 to a consultant for investor relations material

	              	-    576,131 shares of common stock at $.55 per share for a	private placement totaling $316,322.
	 
                                  

**Item 6.    Exhibits**

 

a)    Exhibits:
           

        31.1 - Rule 13a-14a/15d-14(a) Certification by ChiefExecutive Officer
        31.2 - Rule13a-14a/15d-14(a) Certification by Chief Financial Officer
       32.1 - Section 1350 Certification by Chief Executive Officer
       32.2 - Section 1350 Certification by Chief Financial Officer
 
 

b)    Reports onForm 8-K:
 
    None

 

        
Page6
**Signatures**

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

 

                                            
**SONORAN ENERGY, INC**

 

October 5, 2004
 
By:    Peter Rosenthal

Peter Rosenthal

Director/President/CEO
 
KNOW ALL PERSONS BY THESE PRESENTS, thateach person whose signature appears below hereby severally constitutes andappoints Peter Rosenthal and Rasheed Rafidi, and each of them, his true andlawful attorney-in-fact and agent, with full power of substitution andresubstitution for him and in his name, place and stead, in any and allcapacities to sign any and all amendments to this Report, and to file the same,with all exhibits thereto, and other documents in connection therewith, with theCommission, granting unto said attorney-in-fact and agents, and each of them,full power and authority to do and perform each and every act and thingrequisite or necessary fully to all intents and purposes as he might or could doin person, hereby ratifying and confirming all that each said attorneys-in-factand agents or any of them or their or his substitute or substitutes, maylawfully do or cause to be done by virtue hereof. 

 

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

 
**Signature**
**Title**
**Date**
/s/		Peter Rosenthal

Peter		Rosenthal
President/CEO/Director
October 5, 2004
/s/		Christopher Pitman

		Christopher Pitman
Director
October 5, 2004
/s/		Mehdi Varzi

Mehdi		Varzi
Director
October 5, 2004
/s/		Charles Waterman

Charles		Waterman
Director
October 5, 2004
/s/		Rasheed Rafidi

Rasheed Rafidi
Director/CFO
October 5, 2004
/s/		Russ Costin

Russ		Costin
Director/Controller
October 5, 2004
 
 

 

 

Page 7

 

**Exhibit 31.1**
 

 

Pursuant to the    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as    amended,  provides the following certification.         I,  Peter Rosenthal, President of Sonoran Energy, Inc. ("Company"), certify that:
1. 
I have reviewed this	quarterly report on Form 10-QSB of Sonoran Energy, Inc.;
2.      
Based on my knowledge,    this quarterly report does not contain any untrue statement of a material    fact or omit to state a material fact necessary to make the statements made,    in light of the circumstances under which such statements were made, not    misleading with respect to the period covered by this quarterly report;
3.      
Based on my knowledge,    the financial statements, and other financial information included in this    quarterly report, fairly present in all material respects the financial    condition, results of operations and cash flows of the Company as of, and    for, the periods presented in this quarterly    report; 
4.      
The other certifying	directors and I are    responsible for establishing and maintaining disclosure controls and    procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))     and internal control over financial reporting (as defined in Exchange Act    Rules 13a-15(f) and 15d-15(f) for Sonoran and have:

a.  Designed such    disclosure controls and procedures, or caused such disclosure controls and    procedures to be designed under my supervision, to ensure that material    information relating to Sonoran Energy, Inc., including its consolidated    subsidiaries, is made known to us by other within those entities,    particularly during the period in which this report is being prepared;

b.  Designed    such internal control over financial reporting, or caused such internal    control over financial reporting to be designed under my supervision, to    provide reasonable assurance regarding the reliability of financial    reporting and the preparation of financial statement for external purposes    in accordance with generally accepted accounting principles.

c.  Evaluated    the effectiveness of the small business issuer's disclosure controls and    procedures and presented in this report our conclusions about the    effectiveness of the disclosure controls and procedures, as of the end of    the period covered by this report on such evaluation;; and

d.  Disclosed in    this report any change in Sonoran Energy, Inc.'s internal control over    financial reporting that occurred during Sonoran's fourth fiscal quarter    that has materially affected, or is reasonably likely to materially affect,    Sonoran's internal control over financial reporting; and 5.The other certifying	directors and I have    disclosed, based on our most recent evaluation of internal control over    financial reporting, to the Company's    auditors and the audit committee of our board of directors (or persons    performing the equivalent functions):      a.All significant    deficiencies and material weaknesses  in the design or operation of internal control    over financial reporting which are reasonably likely to adversely affect the    Company's ability to record, process, summarize and report financial data;    and
       b.Any fraud, whether or    not material, that involves management or other employees who have a    significant role in the Company's internal control over financial reporting; and   Date: October 5, 2004/s/ Peter Rosenthal          Peter Rosenthal,  President  
**Exhibit 31.2**

 

 
Pursuant to the    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as    amended,  provides the following certification.         I, Rasheed Rafidi, Chief Financial Officer of Sonoran    Energy, Inc. ("Company"), certify that:
 1. I have reviewed this	quarterly report on Form 10-QSB of Sonoran Energy, Inc.;2.      Based on my knowledge,    this quarterly report does not contain any untrue statement of a material    fact or omit to state a material fact necessary to make the statements made,    in light of the circumstances under which such statements were made, not    misleading with respect to the period covered by this quarterly report;3.      Based on my knowledge,    the financial statements, and other financial information included in this    quarterly report, fairly present in all material respects the financial    condition, results of operations and cash flows of the Company as of, and    for, the periods presented in this quarterly    report; 4.      The other certifying	directors and I are    responsible for establishing and maintaining disclosure controls and    procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))     and internal control over financial reporting (as defined in Exchange Act    Rules 13a-15(f) and 15d-15(f) for Sonoran and have:
a.  Designed such    disclosure controls and procedures, or caused such disclosure controls and    procedures to be designed under my supervision, to ensure that material    information relating to Sonoran Energy, Inc., including its consolidated    subsidiaries, is made known to us by other within those entities,    particularly during the period in which this report is being prepared;

b.  Designed    such internal control over financial reporting, or caused such internal    control over financial reporting to be designed under my supervision, to    provide reasonable assurance regarding the reliability of financial    reporting and the preparation of financial statement for external purposes    in accordance with generally accepted accounting principles.

c.  Evaluated    the effectiveness of the small business issuer's disclosure controls and    procedures and presented in this report our conclusions about the    effectiveness of the disclosure controls and procedures, as of the end of    the period covered by this report on such evaluation;; and

d.  Disclosed in    this report any change in Sonoran Energy, Inc.'s internal control over    financial reporting that occurred during Sonoran's fourth fiscal quarter    that has materially affected, or is reasonably likely to materially affect,    Sonoran's internal control over financial reporting; and 5.The other certifying	directors and I have    disclosed, based on our most recent evaluation of internal control over    financial reporting, to the Company's    auditors and the audit committee of our board of directors (or persons    performing the equivalent functions):      a.All significant    deficiencies and material weaknesses  in the design or operation of internal control    over financial reporting which are reasonably likely to adversely affect the    Company's ability to record, process, summarize and report financial data;    and
       b.Any fraud, whether or    not material, that involves management or other employees who have a    significant role in the Company's internal control over financial reporting; and   Date: October 5, 2004/s/ Rasheed Rafidi      	Rasheed Rafidi,  CFO
**Exhibit 32.1**

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

    In connection with the Quarterly Report of Sonoran Energy, Inc. on Form 10-QSBfor the quarter ending July 31, 2004, as filed with theSecurities and Exchange Commission on the date hereof (the "Report"), I,Peter Rosenthal, President of the Company, certify, pursuantto 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-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 theSecurities Exchange Act of 1934; and (2) the information contained in the Reportfairly presents, in all material respects, the financial condition and result ofoperations of the Company. 

/s/ Peter Rosenthal

Peter Rosenthal

President

October 5, 2004
**Exhibit 32.2**

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

    In connection with the Quarterly Report ofSonoran Energy, Inc. on Form 10-QSB for the quarter ending July 31, 2004, asfiled with the Securities and Exchange Commission on the date hereof (the"Report"), I, Rasheed Rafidi, CFO of the Company, certify, pursuantto 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-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 theSecurities Exchange Act of 1934; and (2) the information contained in the Reportfairly presents, in all material respects, the financial condition and result ofoperations of the Company. 

/s/ Rasheed Rafidi

Rasheed Rafidi

Chief FinancialOfficer

October 5, 2004************