SECURITIES
AND EXCHANGE COMMISSION









WASHINGTON, D.C. 20549







FORM 10-QSB/A1





(Mark One)







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





For
the quarterly period ended October 31, 2003





OR









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





For the transition period from _____________ to _________







Commission File Number: 000-28915









Sonoran Energy, Inc.









(Exact name of registrant as specified in its charter)







Washington, United States









(State or other jurisdiction                                                of incorporation or organization)









13-4093341









(I.R.S. Employer ID Number)





1 Berkely Street, London, England, W1J 8DJ









(Address of principal executive offices)   (Zip code)







44 (0) 20 7016 9452









(Registrant's telephone number, including area code)



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

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













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







YES  
                                    NO    X









Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.



Class Shares outstanding at September 30, 2004





---------------------------------------------------------------





25,335,331 Shares Common Stock, no par value







Traditional Small Business Disclosure Format:    YES  
                                    NO    X





Page 1

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CONTENTS







PART I.  FINANCIAL INFORMATION







Item 1.   Financial Statements















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





and Results of Operations





Item 3.   Controls and Procedures



PART II. OTHER INFORMATION







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







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







Item 6.   Exhibits and Reports on Form 8-K



Page 2

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PART I - FINANCIAL INFORMATION







ITEM 1. FINANCIAL STATEMENTS.









SONORAN ENERGY, INC.















CONDENSED CONSOLIDATED FINANCIAL STATEMENTS









(Unaudited)









For the Periods Ended October  31, 2003 and 2002











TABLE OF CONTENTS



PAGE

|Condensed Consolidated Balance Sheet                                     | F-1
|------------------------------------------------------------------------ | ---
|                                                                         |    
|Condensed Consolidated Statements of
    Operations                      | F-2
|                                                                         |    
|Condensed Consolidated Statement of Changes
    in Shareholders' Deficit | F-3
|                                                                         |    
|Condensed Consolidated Statements of Cash
    Flows                      | F-4
|                                                                         |    
|Notes to Unaudited Condensed Consolidated Financial
    Statements       | F-5
|                                                                         |    
|                                                                         |    



Page 3

---

SONORAN ENERGY, INC.





Condensed Consolidated Balance Sheet

(Unaudited)

October
31, 2003



















|ASSETS                                                           | As Restated
	(See Note C)
|---------------------------------------------------------------- | -------------------------
|Current assets:                                                  |                          
|Cash                                                             | $      
    58,541       
|Accounts receivable                                              | 40,027                   
|Loan receivable                                                  | 2,525                    
|Accrued interest receivable                                      | 412                      
|Prepaid expenses                                                 | 37,500                   
|Total current assets                                             | 139,005                  
|                                                                 |                          
|Restricted cash - Idle well bond                                 | 75,491                   
|Oil and gas properties - full cost method                        |                          
|Proved                                                           | 803,008                  
|Unproved                                                         | 514,908                  
|Accumulated depletion, depreciation, amortization and impairment | (681,316)                
|Net oil and gas properties                                       | 636,600                  
|                                                                 |                          
|Assets available for sale                                        | 309,743                  
|                                                                 | $  1,160,839             
|                                                                 |                          
|LIABILITIES AND SHAREHOLDERS' DEFICIT                            |                          
|Current liabilities:                                             |                          
|Accounts payable                                                 | $   
    490,020         
|Accrued expenses                                                 | 257,473                  
|Note payable                                                     | 870,000                  
|Accrued interest payable                                         | 323,243                  
|Indebtedness to related parties                                  | 5,752                    
|Total current liabilities                                        | 1,946,488                
|                                                                 |                          
|Long-term debt:                                                  |                          
|Notes payable                                                    | 1,200,000                
|Total liabilities                                                | 3,146,488                
|                                                                 |                          
|Shareholders' deficit:                                           |                          
|Preferred stock, no par value; 25,000,000 shares authorized,     |                          
|no shares issued and outstanding                                 | -                        
|Common stock, no par value; 75,000,000 shares authorized,        |                          
|10,314,034 shares issued and outstanding                         | 15,157,087               
|Outstanding common stock options - 150,000                       | 21,000                   
|Outstanding common stock warrants - 150,000                      | 7,200                    
|Cumulative translation adjustments                               | 11,840                   
|Deficit Accumulated                                              | (17,182,776)             
|Total shareholders' deficit                                      | (1,985,649)              
|                                                                 |                          
|                                                                 | $  1,160,839             
|                                                                 |                          

See accompanying notes to the condensed, consolidated financial
statements.



Page F-1

---

SONORAN ENERGY, INC.







Condensed Consolidated Statements of Operations

(Unaudited)



|                                                     | For the Six Months Ended 31-Oct |  | For the Three Months Ended 31-Oct
|---------------------------------------------------- | ------------------------------- |  | ---------------------------------
|                                                     | 2003                            |  | 2002                             
|                                                     | As
	restated (See Note C)       |  |                                  
|Revenue                                              |                                 |  |                                  
|Sales                                                | $    
    214,528               |  | $             
    -             
|Other                                                | 3,000                           |  | -                                
|                                                     |                                 |  |                                  
|Total revenue                                        | 217,528                         |  | -                                
|                                                     |                                 |  |                                  
|Expenses                                             |                                 |  |                                  
|Oil and gas production costs                         | 125,475                         |  | -                                
|Depletion, deprecation, and amortization             | 67,503                          |  | -                                
|Stock-based compensation                             |                                 |  |                                  
|Consulting                                           | 36,010                          |  | 115,700                          
|Investor Relations                                   | 6,750                           |  | -                                
|Debt issue costs                                     | 18,700                          |  | -                                
|General and administrative                           | 172,932                         |  | 215,065                          
|Liability settlement loss                            | 24,899                          |  | -                                
|                                                     |                                 |  |                                  
|Total expenses                                       | 452,269                         |  | 330,765                          
|Loss from operations                                 | (143,639)                       |  | (330,765)                        
|Interest income                                      | 274                             |  | -                                
|Interest expense                                     | (143,639)                       |  | (30,679)                         
|                                                     |                                 |  |                                  
|Loss from continuing operations before               |                                 |  |                                  
|income taxes                                         | (378,106)                       |  | (361,444)                        
|                                                     |                                 |  |                                  
|Income tax provision                                 | -                               |  | -                                
|                                                     |                                 |  |                                  
|Net loss                                             | $  (378,106)                    |  | $  (361,444)                     
|                                                     |                                 |  |                                  
|Net loss per common
    share:                       |                                 |  |                                  
|Basic and diluted                                    | $       (0.04)                  |  | $        (0.07)                  
|Basic and diluted
    weighted average common shares |                                 |  |                                  
|outstanding                                          | 10,121,243                      |  | 4,891,249                        
|                                                     |                                 |  |                                  

See accompanying notes to the condensed, consolidated financial
statements.



Page F-2

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SONORAN ENERGY, INC.







Condensed Consolidated Statement of Changes in Shareholders' Deficit

(Unaudited)

For the Six Months Ended October 31, 2003



|                                                                       | Common Stock |  |             |  | Accumulated Deficit                                        |  | Cumulative
    Translation Adjustment
    Other
    Comprehensive Loss |  | Total As Restated (See Note C)
|---------------------------------------------------------------------- | ------------ |  | ----------- |  | ---------------------------------------------------------- |  | ---------------------------------------------------------------------- |  | ------------------------------
|                                                                       | Shares       |  | Amount      |  | Outstanding
    Common
    Stock
    Options/
    Warrants |  |                                                                        | 
|                                                                       |              |  |             |  |                                                            |  |                                                                        |  |                               
|Balance at April 30, 2003                                              | 9,607,986    |  | $14,969,663 |  | $            
    7,200                                    |  | $(16,804,670)                                                          |  | $22,687                       
|                                                                       |              |  |             |  |                                                            |  |                                                                        |  |                               
|Common
    stock sales                                                 | 100,000      |  | 20,000      |  | -                                                          |  | -                                                                      |  | -                             
|Common
    stock issued in exchange for                                |              |  |             |  | -                                                          |  |                                                                        |  |                               
|consulting services                                                    | 149,286      |  | 21,759      |  | 21,000                                                     |  | -                                                                      |  | -                             
|Common stock
    issued in exchange for                                |              |  |             |  |                                                            |  |                                                                        |  |                               
|debt issue costs                                                       | 70,000       |  | 18,700      |  | -                                                          |  | -                                                                      |  | -                             
|Common stock
    cancelled                                             | (18,800)     |  | (13,000)    |  | -                                                          |  | -                                                                      |  | -                             
|Common stock
    issued in exchange for
    debt payments              | 405,562      |  | 130,965     |  | -                                                          |  | -                                                                      |  | -                             
|Comprehensive
    loss:
    Net loss, six months ended October 31,2003 | -            |  | -           |  | -                                                          |  | (378,106)                                                              |  | -                             
|Cumulative translation adjustment                                      | -            |  | -           |  | -                                                          |  | -                                                                      |  | (10,847)                      
|Comprehensive loss                                                     | -            |  | -           |  | -                                                          |  | -                                                                      |  | -                             
|                                                                       |              |  |             |  |                                                            |  |                                                                        |  |                               
|Balance as at October 31, 2003                                         | 10,314,034   |  | $15,157,087 |  | $28,200                                                    |  | $(17,182,776)                                                          |  | $11,840                       
|                                                                       |              |  |             |  |                                                            |  |                                                                        |  |                               



See accompanying notes to the condensed, consolidated financial
statements.



Page
F-3

---

SONORAN ENERGY, INC.







Condensed
Consolidated Statements of Cash Flows

(Unaudited)



|                                                                        | For the Six Months Ended
    October 31,
|----------------------------------------------------------------------- | ----------------------------------------
|                                                                        | 2003                                    
|                                                                        |                                         
|Net cash provided by (Used In) Operating
    Activities                 | $                
    (97,948)          
|                                                                        |                                         
|Cash flows from investing activities:                                   |                                         
|Purchases of oil and
    gas properties                                 | (26,130)                                
|Net cash used in investing activities                                   | (26,130)                                
|                                                                        |                                         
|Cash flows from financing activities:                                   |                                         
|Proceeds from
    advances                                              | 200,000                                 
|Repayment of
    advances                                               | (50,000)                                
|Proceeds from the
    sale of common stock                              | -                                       
|Net cash provided by financing activities                               | 150,000                                 
|                                                                        |                                         
|Net change in cash                                                      | 25,922                                  
|                                                                        |                                         
|Cash, beginning of period                                               | 32,619                                  
|                                                                        |                                         
|Cash, end of period                                                     | $          
    58,541                  
|                                                                        |                                         
|Supplemental disclosure of cash flow
    information:                   |                                         
|Cash paid for income
    taxes                                          | $                  
    -               
|Cash paid for
    interest                                              | $         42,000                        
|                                                                        |                                         
|Non-cash investing and financing activities:                            |                                         
|Common stock issued for payment of advances and accrued
    liabilities | $       101,390                         
|Common stock issued
    for properties                                  | $                  
    -               
|                                                                        |                                         



See accompanying notes to the condensed, consolidated financial
statements.



Page
F-4

---

SONORAN ENERGY,
INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

#### 

#### 

October 31, 2003





NOTE A: General
	Information



The accompanying
	unaudited condensed consolidated financial
	statements of Sonoran Energy, Inc. as of and for the six and three months
	ended October 31, 2003 and October 31, 2002 have been prepared in accordance
	with the rules and regulations of the Securities and Exchange Commission and
	do not include all of the information and footnotes required by generally
	accepted accounting principles for complete financial statements.





In the
	opinion of management, all adjustments considered necessary for a fair
	presentation of the results of the interim period have been included. 
	Operating results for any interim period are not necessarily indicative of
	the results that may be expected for the entire fiscal year. These
	statements should be read in conjunction with the consolidated financial
	statements and notes thereto for the year ended April 30, 2003 included in
	the Company's report in Form 10-KSB, Amendment 4, as filed with the
	Securities and Exchange Commission.



NOTE B: Common Stock Dividends and Warrants



The Company declared an eight percent dividend payable to shareholders of
	record at the close of business on July 22, 2003. The unit stock dividend,
	paid on August 22, 2003, consisted of one common share plus a warrant
	allowing shareholders to purchase one share for each ten shares of the
	Company's stock held on the record date at a $1.00 strike price. The number
	of shares issued on August 22, 2003 totaled 753,542 and 941,642 related
	warrants were granted.  Shares issued prior to July 22, 2003 have been
	retroactively restated to reflect the impact at May 1, 2003.



Note C:    Restatement



Following a review of the Company's Annual
	Report on Form 10-KSB for the year ended April 30, 2003, the Securities and
	Exchange Commission (the "SEC") determined that certain oil and gas reserves
	previously classified as proved did not qualify as proved reserves pursuant
	to Regulation S-X, Article 4-10(a)(2). With respect to the oil reserves, the
	Company obtained a new report prepared by an employee qualified to prepare
	such reserve estimates, and with respect to the gas reserves, the Company
	has reflected only those reserves, estimated by an independent petroleum
	engineer, classified as proved developed producing.







For the fiscal year ended April 30, 2003, the
	Company determined that the net carrying value of its oil and gas reserve
	balances exceeded the cost center ceiling. Consequently, the reduction to
	reserve quantities and discounted cash flows resulted in an impairment of
	oil and gas properties of $609,585. In addition, the Company had to amend
	the depletion calculation for fiscal 2003 to reflect the new cost center
	ceiling.



Consequently, the reduction to reserve quantities and
	discounted cash flows resulted in an increase to depletion, depreciation and
	amortization of $52,236 from $15,267 to $67,503.



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



The following sets forth the effects of the
	restatements discussed above. Amounts reflected as "As Previously Reported"
	represent those amounts included in the Company's Annual Report on Form
	10-QSB/A for the quarter ended October 31, 2003.

---

SONORAN ENERGY, INC.

Consolidated Balance Sheet

October 31, 2003



|Assets                                                           | As Previously Reported |  | Adjustments            |  | As Restated   
|---------------------------------------------------------------- | ---------------------- |  | ---------------------- |  | --------------
|Current assets:                                                  |                        |  |                        |  |               
|Cash                                                             | $     58,541           |  | $                 
		- |  | $      58,541 
|Accounts receivable                                              | 40,027                 |  | -                      |  | 40,027        
|Note receivable                                                  | 2,525                  |  | -                      |  | 2,525         
|Accrued interest receivable                                      | 412                    |  | -                      |  | 412           
|Prepaid expenses                                                 | 37,500                 |  | -                      |  | 37,500        
|Total current assets                                             | 139,005                |  | -                      |  | 139,005       
|                                                                 |                        |  |                        |  |               
|Restricted cash - Idle
    well bond                             | 75,491                 |  | -                      |  | 75,491        
|                                                                 |                        |  |                        |  |               
|Oil and gas properties
    - full cost method:                   |                        |  |                        |  |               
|Proved                                                           | 803,008                |  | -                      |  | 803,008       
|Unproved                                                         | 514,908                |  | -                      |  | 514,908       
|Accumulated depletion, depreciation, amortization and impairment | (19,495)               |  | (661,821)              |  | (681,316)     
|Net oil and gas properties                                       | 1,298,421              |  | (661,821)              |  | 636,600       
|                                                                 |                        |  |                        |  |               
|Assets available for
    sale                                    | 309,743                |  | -                      |  | 309,743       
|Total Assets                                                     | $   1,822,660          |  | $    (661,821)         |  | $  1,160,839  
|                                                                 |                        |  |                        |  |               
|Liabilities and Shareholders' Deficit                            |                        |  |                        |  |               
|Current liabilities:                                             |                        |  |                        |  |               
|Accounts payable                                                 | $     490,020          |  | $                 
		- |  | $    490,020  
|Accrued expenses                                                 | 257,473                |  | -                      |  | 257,473       
|Loans payable                                                    | 870,000                |  | -                      |  | 870,000       
|Accrued interest payable                                         | 323,243                |  | -                      |  | 323,243       
|Indebtedness to related parties                                  | 5,752                  |  | -                      |  | 5,752         
|Total current liabilities                                        | 1,946,488              |  | -                      |  | 1,946,488     
|                                                                 |                        |  |                        |  |               
|Long-term debt:                                                  |                        |  |                        |  |               
|Notes payable                                                    | 1,200,000              |  | -                      |  | 1,200,000     
|Total liabilities                                                | 3,146,488              |  | -                      |  | 3,146,488     
|                                                                 |                        |  |                        |  |               
|Contingencies                                                    | -                      |  | -                      |  | -             
|                                                                 |                        |  |                        |  |               
|Shareholders' deficit
    :                                      |                        |  |                        |  |               
|Preferred stock                                                  | -                      |  | -                      |  | -             
|Common stock                                                     | 15,132,403             |  | 24,684                 |  | 15,157,087    
|Outstanding common stock warrants                                | 28,200                 |  | -                      |  | 28,200        
|Cumulative translation adjustments                               | 11,840                 |  | -                      |  | 11,840        
|Accumulated deficit                                              | (16,496,271)           |  | (686,505)              |  | (17,182,776)  
|                                                                 |                        |  |                        |  |               
|Total shareholders' deficit                                      | (1,323,828)            |  | (661,821)              |  | (1,985,649)   
|Total liabilities and shareholders' deficit                      | $        1,822,660     |  | $    (661,821)         |  | $    1,160,839
|                                                                 |                        |  |                        |  |               



---

SONORAN ENERGY, INC.

Consolidated Statements of Operations

For the Three Months Ended October 31, 2003



|                                                    | For the Three Months Ended October 31, 2003
|--------------------------------------------------- | -------------------------------------------
|                                                    | As
	Previously Reported                    
|Revenue                                             |                                            
|Oil and gas sales                                   | $     
    108,936                         
|Other                                               | 1,500                                      
|Total revenue                                       | 110,436                                    
|                                                    |                                            
|Operating expenses:                                 |                                            
|Oil and gas production costs                        | 53,301                                     
|Depletion, depreciation and amortization            | 7,789                                      
|Stock-based compensation:                           |                                            
|Consulting                                          | 21,000                                     
|Investor relations                                  | 6,750                                      
|Debt issue costs                                    | 18,000                                     
|General and administrative                          | 92,877                                     
|Liability settlement (gains)/loss                   | (13,149)                                   
|Total costs and expenses                            | 186,568                                    
|Loss from operations                                | (76,132)                                   
|Interest income                                     | 123                                        
|Interest expense                                    | (70,689)                                   
|                                                    |                                            
|Loss from continuing operations before income taxes | (146,698)                                  
|                                                    |                                            
|Income tax provision                                | -                                          
|                                                    |                                            
|Net loss                                            | $    (146,698)                             
|                                                    |                                            
|Net loss per common
    share:                      |                                            
|Basic and diluted                                   | $         
	(0.01)                         
|Weighted average common
    shares outstanding:     |                                            
|Basic and diluted                                   | 10,024,544                                 
|                                                    |                                            



SONORAN ENERGY, INC.

Consolidated Statements of Operations

For the Six Months Ended October 31, 2003



|                                                    | For the Six Months Ended October 31, 2003
|--------------------------------------------------- | -----------------------------------------
|                                                    | As
	Previously Reported                  
|Revenue                                             |                                          
|Oil and gas sales                                   | $     
    214,528                       
|Other                                               | 3,000                                    
|Total revenue                                       | 217,528                                  
|                                                    |                                          
|Operating expenses:                                 |                                          
|Oil and gas production costs                        | 125,475                                  
|Depletion, depreciation and amortization            | 15,267                                   
|Stock-based compensation:                           |                                          
|Consulting                                          | 48,100                                   
|Investor relations                                  | 6,750                                    
|Debt issue costs                                    | 20,500                                   
|General and administrative                          | 172,932                                  
|Liability settlement (gains)/loss                   | (13,675)                                 
|Total costs and expenses                            | 375,349                                  
|Loss from operations                                | (157,821)                                
|Interest income                                     | 274                                      
|Interest expense                                    | (143,639)                                
|                                                    |                                          
|Loss from continuing operations before income taxes | (301,186)                                
|                                                    |                                          
|Income tax provision                                | -                                        
|                                                    |                                          
|Net loss                                            | $    (301,186)                           
|                                                    |                                          
|Net loss per common
    share:                      |                                          
|Basic and diluted                                   | $         
	(0.03)                       
|Weighted average common
    shares outstanding:     |                                          
|Basic and diluted                                   | 9,552,938                                
|                                                    |                                          







---

SONORAN ENERGY, INC.

Consolidated Statement of Changes in Shareholders' Deficit



|                                                           | For the Six Months Ended October 31, 2003
|---------------------------------------------------------- | -----------------------------------------
|                                                           | As Previously Reported                   
|                                                           |                                          
|Shareholders' deficit,
			balance at April 30, 2003        | $(1,805,120)                             
|                                                           |                                          
|Common stock sales                                         | 20,000                                   
|Common stock issued in
			exchange for consulting services | 54,850                                   
|Common stock issued in
			exchange for debt issue costs    | 20,500                                   
|Common stock cancelled                                     | (13,000)                                 
|Common stock issued in
			exchange for debt payments       | 101,390                                  
|Comprehensive loss:                                        |                                          
|Net loss, quarter ended October 31, 2003                   | (301,186)                                
|Cumulative translation adjustment                          | (10,847)                                 
|Comprehensive loss                                         | (312,033)                                
|                                                           |                                          
|Shareholders' deficit,
			balance at October 31, 2003      | $(1,323,828)                             
|                                                           |                                          







---



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





This
		report contains forward-looking statements. For this purpose, any
		statements contained herein that are not statements of historical fact
		may be deemed forward-looking statements. Without limiting the
		foregoing, the words "believes", "anticipates", "plans", "expects" and
		similar expressions are intended to identify forward-looking statements.
		Readers are cautioned not to place undue reliance on forward-looking
		statements, which speak only as of the date hereof. The Company
		undertakes no obligation to publicly release the results of any
		revisions to these forward-looking statements that may be made to
		reflect events or circumstances after the date hereof or to reflect the
		occurrence of unanticipated events.  These forward-looking statements
		should be read in conjunction with the Company's disclosures included in
		their Form 10-KSB, Amendment 4, for the fiscal year ended April 30,
		2003.



##### 

Overview

##### 



Sonoran Energy, Inc. (the "Company", "Sonoran"
		and sometimes "we," "us," "our" and derivatives of such words), formerly
		named Showstar Online.com Inc., was incorporated on July 14, 1995 in the
		State of Colorado as Cerotex Holdings, Inc.  Prior to June 2002 the
		company had developed software and an art site on the Internet. The
		project had to be discontinued due to lack of funding. On June 3, 2002
		the Company changed its name to Sonoran Energy, Inc. and began the
		acquisition of undervalued oil and gas properties.



General



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

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





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

Lambie was
		also successful and is now in production.





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





Page 4

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Analysis of
		Operations



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



REVENUES



Revenue was
		$214,528 in the six months ended October 31, 2003 and $0 in the six
		months ended October 31, 2002. As the Company changed its business plan
		early in June 2002 to enter the oil and gas industry there
		were no revenue generating operations in the
		first six months of last year.  The factors impacting revenue for
		October 31, 2003 are discussed above in the general comments.





OIL
		AND GAS PRODUCTION COSTS



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



GENERAL AND
		ADMINISTRATIVE EXPENSES



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





INTEREST EXPENSE



Interest expense
		was $143,639 for the six months ended October 31, 2003 and $70,689 in
		October 31, 2002. The increase in expense is due primarily to the Note
		Payable issued in connection with the acquisition of property in
		December 2002.



DEPLETION, DEPRECIATION AND AMORTIZATION



The provision for
		depletion, depreciation and amortization was $67,503 for the six months
		ended October 31, 2003 reflecting the cost associated with the
		operations from the oil and gas leases which were not part of the
		Company in 2002.



OTHER INCOME
		(EXPENSE)



The liability
		settlement gains arise from the Company being able to settle longer term
		debt from expense incurred prior to its entry into the oil and gas
		industry.



##### 

Liquidity
		and Capital Resources

##### 



The
		Company believes that it will be able to source debt and equity
		financing to be able to fund the anticipated liquidity and capital
		resource needs of the Company for the fiscal year ended April 30, 2004. 
		The Company expects to increase its capital expenditures during the
		current fiscal year to increase its current oil and gas production
		capacities through acquisitions and on-site development in current
		holdings. The Company will need to continue to attract additional
		financing in order to move forward with these efforts.



The Company is
		not a party to off-balance sheet arrangements and does not engage in
		trading activities involving non-exchange traded contracts.  In
		addition, the Company has no financial guarantees, lease
		agreements or other arrangements that could trigger a requirement for an
		early payment or that could change the value of the Company's assets. 
		Management continues to examine various alternatives for increasing
		capital resources including, among other things, participation with
		industry and/or private partners and specific rework of existing
		properties to enhance production and expansion of its sales of crude oil
		and natural gas in California.







Foreign Currency Exposure



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







Item 3.    Controls and Procedures.





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



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





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

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





Page 5



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PART II - OTHER INFORMATION









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





During the quarter the Company issued
		common stock as follows:



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

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

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



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



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



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

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



Item 6.    Exhibits and Reports
on Form 8-K



a)    Exhibits:







31.1 - Rule 13a-14a/15d-14(a) Certification by Chief
Executive Officer

31.2 - Rule
13a-14a/15d-14(a) Certification by Chief Financial Officer

32.1 - Section 1350 Certification by Chief Executive Officer

32.2 - Section 1350 Certification by Chief Financial Officer



b)    Reports on
Form 8-K:





None



















Page
6

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Signatures



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





















































SONORAN ENERGY, INC



















































October 15, 2004



By:    Peter Rosenthal































Peter Rosenthal























Director/President/CEO



KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below hereby severally constitutes and
appoints Peter Rosenthal and Rasheed Rafidi, and each of them, his true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to sign any and all amendments to this Report, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorney-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that each said attorneys-in-fact
and agents or any of them or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.



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



|Signature                                     | Title                  | Date            
|--------------------------------------------- | ---------------------- | ----------------
|/s/
		Peter Rosenthal
		Peter
		Rosenthal     | President/CEO/Director | October 15, 2004
|/s/
		Christopher Pitman
		Christopher Pitman | Director               | October 15, 2004
|/s/
		Mehdi Varzi
		Mehdi
		Varzi             | Director               | October 15, 2004
|/s/
		Charles Waterman
		Charles
		Waterman   | Director               | October 15, 2004
|/s/
		Rasheed Rafidi
		Rasheed Rafidi         | Director/CFO           | October 15, 2004
|/s/
		Russ Costin
		Russ
		Costin             | Director/Controller    | October 15, 2004









Page 7

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Exhibit 31.1





|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended,  provides the following certification.
         I,  Peter Rosenthal, President of Sonoran Energy, Inc. ("Company"), certify that:
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                       
|2.                                                                                                                                                                                                                                       
|3.                                                                                                                                                                                                                                       
|4.                                                                                                                                                                                                                                       
|5.                                                                                                                                                                                                                                       

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

|Date:
	October 15, 2004 | /s/ Peter Rosenthal        
|----------------------- | ---------------------------
|                        | Peter Rosenthal,  President
|                        |                            

---

Exhibit 31.2





|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended,  provides the following certification.
         I, Rasheed Rafidi, Chief Financial Officer of Sonoran
    Energy, Inc. ("Company"), certify that:
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                       
|2.                                                                                                                                                                                                                                                       
|3.                                                                                                                                                                                                                                                       
|4.                                                                                                                                                                                                                                                       
|5.                                                                                                                                                                                                                                                       

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

|Date:
	October 15, 2004 | /s/ Rasheed Rafidi  
|----------------------- | --------------------
|                        | Rasheed Rafidi,  CFO

---

Exhibit 32.1

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

In connection with the Quarterly Report of Sonoran Energy, Inc. on Form 10-QSB/A
for the quarter ending October 31, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Peter Rosenthal, President of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) the information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/ Peter Rosenthal

Peter Rosenthal

President

October 15, 2004

---

Exhibit 32.2

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

In connection with the Quarterly Report of
Sonoran Energy, Inc. on Form 10-QSB/A for the quarter ending October 31, 2003, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Rasheed Rafidi, CFO of the Company, certify, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief: (1)
the Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and (2) the information contained in the Report
fairly presents, in all material respects, the financial condition and result of
operations of the Company.

/s/ Rasheed Rafidi

Rasheed Rafidi

Chief Financial
Officer

October 15, 2004