SECURITIES
  AND EXCHANGE COMMISSIONWASHINGTON, DC
  20549

FORM 10-QSB

(Mark One)

|[ x ] | Quarterly report under Section 13 or 15(d) of The Securities Exchange Act of 1934
|----- | ---------------------------------------------------------------------------------

For the quarterly period ended 31 July 2002

|[   ] | Transition
      report under Section 13 or 15(d) of The Securities Exchange Act of 1934
|----- | ----------------------------------------------------------------------------------------

> For the transition
>     period from _____________ to _________________
>   Commission file number:
>     000-28915

**SONORAN
  ENERGY, INC.**(Exact Name of
  Small Business Issuer as Specified in its Charter)

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

C/o
  Corporate House, 320-1100 Melville St., Vancouver, B.C.(Address of Principal
  Executive Offices)

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

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

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

> YesXNo ____

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

|Class                                |  |  | Number
      of Shares Outstanding | 
|------------------------------------ |  |  | ---------------------------------- | 
|Common
        Stock, par value $0.0 |  |  | 6,008,056                          | 

Transitional Small Business Disclosure Format (check one):

> Yes   ____  NoX

---

PART
  1  FINANCIAL INFORMATIONItem 1. Financial
  Statements

---

SONORAN
  ENERGY, INC.
  (Formerly Showstar Online.com, Inc.)
  Consolidated Balance Sheet

31-Jul-02

Assets

|Cash                                          | $ | 2,062   | 
|--------------------------------------------- | - | ------- | 
|Loan receivable                               |   | 2,525   | 
|                                              |   |         | 
|                                              |   | 4,587   | 
|                                              |   |         | 
|Assets available
      for sale (Note B)      |   | 309,743 | 
|                                              |   |         | 
|Oil and
      gas properties at cost (Note C) |   | 446,569 | 
|                                              |   |         | 
|                                              | $ | 760,899 | 
|                                              |   |         | 

Liabilities and Shareholders Deficit

|Liabilities:                                                       |   |             |  
|------------------------------------------------------------------ | - | ----------- | -
|Accounts
      payable                                             | $ | 706,751     |  
|Accrued
      expenses                                             |   | 168,593     |  
|Loans
      payable                                                |   | 1,045,488   |  
|Accrued
      interest payable                                     |   | 162,786     |  
|Indebtedness
      to related party                                |   | 9,540       |  
|                                                                   |   |             |  
|Total
      liabilities                                            |   | 2,093,158   |  
|                                                                   |   |             |  
|                                                                   |   |             |  
|Shareholders
      deficit :                                      |   |             |  
|Preferred
      stock, no par value; 25,000,000 shares authorized, |   |             |  
|-0-
      shares issued and outstanding                            |   |            |  
|Common
      stock, no par value; 75,000,000 shares authorized,    |   |             |  
|6,008,056
      shares issued and outstanding                      |   | 14,125,632  |  
|Additional
      paid-in capital                                   |   | 380,000     |  
|Cumulative
      translation adjustments                           |   | 51,806      |  
|Deficit
      accumulated                                          |   | (15,889,697 | )
|                                                                   |   |             |  
|Total
      shareholders deficit                                  |   | (1,332,259  | )
|                                                                   |   |             |  
|                                                                   | $ | 760,899     |  
|                                                                   |   |             |  

See
  accompanying notes to condensed, consolidated financial statements.

---

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

|                                         |   | For
      the three Months Ended |  
|---------------------------------------- | - | -------------------------------- | -
|                                         |   | 31-Jul                           |  
|                                         |   |                                  |  
|                                         |   | 2002                             |  
|                                         |   |                                  |  
|Revenue                                  |   |                                  |  
|Sales                                    | $ |                                 |  
|Commissions                              |   |                                 |  
|                                         |   |                                  |  
|Total
      revenue                      |   |                                 |  
|                                         |   |                                  |  
|Costs and
      expenses:                |   |                                  |  
|Cost
      of sales                      |   |                                 |  
|Stock-based
      compensation           |   |                                  |  
|Consulting                               |   | 29,000                           |  
|Consulting                               |   | 28,275                           |  
|Investor
      relations, other          |   | 5,410                            |  
|Professional
      fees                  |   | 58,540                           |  
|Travel
      and entertainment           |   | 3,474                            |  
|Depreciation
      and amortization      |   |                                 |  
|Advertising,
      marketing and selling |   |                                 |  
|General
      and administrative         |   | 5,996                            |  
|                                         |   |                                  |  
|Total
      costs and expenses           |   | (130,695                         | )
|                                         |   |                                  |  
|Interest
      expense                   |   | (24,923                          | )
|                                         |   |                                  |  
|Loss
      from continuing operations    |   |                                  |  
|before
      income taxes                |   | (155,618                         | )
|Income tax
      provision               |   |                                 |  
|                                         |   |                                  |  
|                                         |   |                                  |  
|Net
      loss                           | $ | (155,618                         | )
|                                         |   |                                  |  
|Net loss
      per common share:         |   |                                  |  
|Basic
      and diluted                  | $ | (0.05                            | )
|                                         |   |                                  |  
|Basic and
      diluted weighted average |   |                                  |  
|common
      shares outstanding          |   | 3,028,666                        |  
|                                         |   |                                  |  

See
  accompanying notes to condensed, consolidated financial statements.

---

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

|                                             |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  
|-------------------------------------------- | ------------------ |  | ------- | ---------- | ------- | ---------- | ----------- | ------------ | ----------------- | ------ | --------------------- | ----------- | - | ---------- | ----------- | ----------- | ---------- | ------ | - | ---------- | -
|                                             |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             | Cumulative |        |   |           
|                                             |                    |  |         |            |         |            |             |              |                   |        |                       |             |   | Deficit    |             | Translation |            |        |  
|                                             |                    |  |         |            |         |            |             | Outstanding  | Outstanding       |        |                       | Accumulated |   | Adjustment |             |             |           
|                                             |                    |  |         |            |         | Additional | Common      | Common       | Deferred          | During |                       | Other       |   |            |            
|                                             | Common
      Stock |  | Paid-In | Stock      | Stock   | Stock      | Development |              | **Comprehensive** |        |                       |            
|                                             | Shares             |  | Amount  |            | Capital | Warrants   | Options     | Compensation | **Stage**         |        | Income
        (Loss) | Total       |  
|                                             |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  
|Balance
      at April 30, 2002              | 55,317,830         |  | $       | 13,292,429 |         | $          | 380,000     | $            |                  | $      |                      | $           |  | $          | (15,734,079 | )           | $          | 51,806 | $ | (2,009,844 | )
|                                             |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  
|Share
      reversal 1 for 25                | 2,212,756          |  |         |           |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  
|                                             |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  
|Common
      stock issued to officers as     |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  
|payment
      for liabilities                | 356,000            |  |         | 89,002     |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   | 89,002     |  
|Common
      stock issued to related parties |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  
|as
      payment for liabilities             | 828,200            |  |         | 203,052    |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   | 203,052    |  
|Common
      stock issued for services..  | 112,500            |  |         | 29,000     |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   | 29,000     |  
|Common
      stock issued for payment of     |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  
|third
      party advances and accrued       |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  
|liabilities                                  | 748,600            |  |         | 162,149    |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   | 162,149    |  
|Common
      stock issued for payment of     |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  
|oil
      and gas properties                 | 1,750,000          |  |         | 350,000    |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   | 350,000    |  
|                                             |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  
|Net
      loss.July 31, 2002                 |                   |  |         |           |         |            |            |              |                  |        |                      |             |  |            | (155,618    | )           |            |       |   | (155,618   | )
|                                             |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  
|                                             |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  
|Balance
      as at July 31, 2002            | 6,008,056          |  | $       | 14,125,632 |         | $          | 380,000     | $            |                  | $      |                      | $           |  | $          | (15,889,697 | )           | $          | 51,806 | $ | (1,332,259 | )
|                                             |                    |  |         |            |         |            |             |              |                   |        |                       |             |   |            |             |             |            |        |   |            |  

See accompanying notes to consolidated financial statements

---

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

|                                                        | For
      the Three Months Ended |        
|------------------------------------------------------- | -------------------------------- | -------
|                                                        | 31-Jul-02                        |        
|                                                        |                                  | 2002   
|                                                        |                                  |        
|Net Cash
      (Used In) Operating Activities           | $                                | (78,326
|                                                        |                                  |        
|                                                        |                                  |        
|Cash flows
      from investing activities:             |                                  |        
|Cash
      to ALS Sportswear                            |                                  |       
|Purchase
      of oil and gas property                  |                                  | (95,553
|                                                        |                                  |        
|Net
      cash used in                                  |                                  |        
|investing
      activities                              |                                  | (95,553
|                                                        |                                  |        
|                                                        |                                  |        
|Cash flows
      from financing activities:             |                                  |        
|Proceeds
      from advances                            |                                  | 173,188
|Proceeds
      from the issuance of common stock        |                                  |       
|                                                        |                                  |        
|Net
      cash provided by                              |                                  |        
|financing
      activities                              |                                  | 173,188
|                                                        |                                  |        
|                                                        |                                  |        
|Net
      change in cash                                |                                  | (691   
|                                                        |                                  |        
|Cash, beginning
      of period                         |                                  | 2,753  
|                                                        |                                  |        
|                                                        |                                  |        
|Cash, end
      of period                               | $                                | 2,062  
|                                                        |                                  |        
|                                                        |                                  |        
|                                                        |                                  |        
|Supplemental
      disclosure of cash flow information: |                                  |        
|Cash
      paid for income taxes                        | $                                |       
|                                                        |                                  |        
|Cash
      paid for interest                            | $                                |       
|                                                        |                                  |        
|                                                        |                                  |        
|Non-cash
      investing and financing activities:      |                                  |        
|Common
      stock issued for payment of advances and   |                                  |        
|accrued
      liabilities                               | $                                | 458,203
|                                                        |                                  |        
|Common
      stock issued for properties                | $                                | 350,000
|                                                        |                                  |        
|Common
      stock issued for services                  | $                                | 28,125 
|                                                        |                                  |        

See
  accompanying notes to condensed, consolidated financial statements.

---

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

|                                         |   |           |   |   | For
      the three Months Ended |  
|---------------------------------------- | - | --------- | - | - | -------------------------------- | -
|                                         |   |           |   |   | 31-Jul                           |  
|                                         |   | 2002      |   |   | 2001                             |  
|Revenue                                  |   |           |   |   |                                  |  
|Sales                                    | $ |          |   | $ | 109,634                          |  
|Commissions                              |   |          |   |   | 12,500                           |  
|                                         |   |           |   |   |                                  |  
|Total
      revenue                      |   |          |   |   | 122,134                          |  
|                                         |   |           |   |   |                                  |  
|Costs and
      expenses:                |   |           |   |   |                                  |  
|Cost
      of sales                      |   |          |   |   | 64,530                           |  
|Stock-based
      compensation           |   |           |   |   |                                  |  
|Consulting                               |   | 29,000    |   |   | 7,947                            |  
|Consulting                               |   | 28,275    |   |   |                                 |  
|Investor
      relations, other          |   | 5,410     |   |   |                                 |  
|Professional
      fees                  |   | 58,540    |   |   | 223                              |  
|Travel
      and entertainment           |   | 3,474     |   |   | 1,953                            |  
|Depreciation
      and amortization      |   |          |   |   | 175,445                          |  
|Advertising,
      marketing and selling |   |          |   |   | 21,392                           |  
|General
      and administrative         |   | 5,996     |   |   | 25,731                           |  
|                                         |   |           |   |   |                                  |  
|Total
      costs and expenses           |   | (130,695  | ) |   | (297,221                         | )
|                                         |   |           |   |   |                                  |  
|Interest
      expense                   |   | (24,923   | ) |   | (1,948                           | )
|                                         |   |           |   |   |                                  |  
|Loss
      from continuing operations    |   |           |   |   |                                  |  
|before
      income taxes                |   | (155,618  | ) |   | (177,035                         | )
|Income tax
      provision               |   |          |   |   |                                 |  
|                                         |   |           |   |   |                                  |  
|                                         |   |           |   |   |                                  |  
|Net
      loss                           | $ | (155,618  | ) | $ | (177,035                         | )
|                                         |   |           |   |   |                                  |  
|Net loss
      per common share:         |   |           |   |   |                                  |  
|Basic
      and diluted                  | $ | (0.05     | ) | $ | (0.09                            | )
|                                         |   |           |   |   |                                  |  
|Basic and
      diluted weighted average |   |           |   |   |                                  |  
|common
      shares outstanding          |   | 3,028,666 |   |   | 2,033,881                        |  
|                                         |   |           |   |   |                                  |  

See
  accompanying notes to condensed, consolidated financial statements.

---

SONORAN ENERGY, INC.

NOTES
  TO UNAUDITED FINANCIAL STATEMENTSJuly 31, 2002

NOTE
  A:General
  Information

The
  accompanying unaudited consolidated financial statements of Sonoran Energy,
  Inc. as of and for the three months ended July 31, 2002 and July 31, 2001 have
  been prepared in accordance with the rules and regulations of the Securities
  and Exchange Commission and do not include all of the information and footnotes
  required by generally accepted accounting principles for complete financial
  statements.

In
  the opinion of management, all adjustments considered necessary for a fair presentation
  of the results of the interim period have been included. Operating results for
  any interim period are not necessarily indicative of the results that may be
  expected for the entire fiscal year. These statements should be read in conjunction
  with the financial statements and notes thereto for the year ended April 30,
  2002 included in the Company's report in Form 10KSB as filed with the Securities
  and Exchange Commission.

Change
  in Business Plan

In
  June 2002, the Company changed its business plan and ceased its Internet portal
  web site operations. The Company now plans to enter into the oil and gas industry.
  The Companys primary objective is to identify, acquire and develop working
  interest percentages in smaller, underdeveloped oil and gas projects located
  in California that do not meet the requirements of the larger producers and
  developers

NOTE
  B.Assets Available
  For Sale

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

Depreciation

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

NOTE
  C.Oil and
  Gas Properties

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

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

---




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

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

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

ITEM
  2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This
  report contains forward- looking statements within the meaning of Section 21E
  of the Securities Exchange Act of 1934, as amended and Section 27A of the Securities
  Act of 1933, as amended. For this purpose, any statements contained herein that
  are not statements of historical fact may be deemed forward- looking statements.
  Without limiting the foregoing, the words "believes", "anticipates", "plans",
  "expects" and similar expressions are intended to identify forward- looking
  statements. Readers are cautioned not to place undue reliance on forward- looking
  statements, which speak only as of the date hereof. The Company undertakes no
  obligation to publicly release the results of any revisions to these forward-
  looking statements that may be made to reflect events or circumstances after
  the date hereof or to reflect the occurrence of unanticipated events. These
  forward- looking statements should be read in conjunction with the Company's
  disclosures included in their Form 10-KSB for the fiscal year ended April 30,
  2002.

Overview

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

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

On
  June 3, 2002 the Company changed its name to Sonoran Energy, Inc and began the
  acquisition of undervalued oil and gas properties.

GENERAL

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

---




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

During
  the past few months Sonoran has acquired working interests in two properties:

-
  5% working interest in the San Antonio project. This project area covers a 3,940
  acre leased "Area of Interest" and is located in Monterey County, CA, just south
  of the prolific 500 million barrel San Ardo oil field on the east side of the
  basin.

- 2%
  working interest in the Franklin Project, a Sacramento Valley gas play that
  under the 4,000 acre A.M.I. there could be the potential of 400 BCF under closure.

Plan
  of Operations

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

As
  discussed in our annual filing, management will pursue strategic acquisitions
  through its alliance with Archer Exploration Inc., of Bakersfield, Ca. and their
  team of seasoned industry professionals as development partners. This criteria
  includes; a low cost entry, substantial growth potential, close access to commercial
  distribution and most significantly, projects that have not used modern applications
  of oil and gas engineering technology. These important factors will ensure financial
  stability for the company and minimize shareholder and investor risk.

Archer
  Explorations has presented the Company with a list of five potential properties
  meeting our criteria and over the next month will do further analysis to ascertain
  the viability of the properties. The major task facing management is raising
  funds to continue on with acquisitions and meeting cash calls for operations
  on the properties.

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

Liquidity
  and Capital Resources

The
  principal source of funds to the Company since its formation has been derived
  from the net proceeds of certain private offerings of securities which have
  been used to fund continued development, selling, general and administrative
  costs. The company has managed to eliminate most of its operating costs with
  the help of our potential merge partner. The company has not been able to raise
  funds through its normal means and must find a partner to merge with in order
  to continue operations.

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

| | - sale of assets
      to pay down negotiated debt settlement
| | -------------------------------------------------------------
| | - payment of debt
      as part of a merger/acquisition      
| | - issue of stock
      in a merger/acquisition               
| | - some combination
      of the above.                       

---

FOREIGN CURRENCY EXPOSURE

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

PART
  IIOTHER INFORMATION

Item 6. Exhibit and Reports on Form 8-K

|(a) |  | See
      Exhibit Index                            
|--- |  | ---------------------------------------------------
|    |  |                                                    
|(b) |  | Reports
      on Form 8-K:                         
|    |  |                                                    
|    |  | Current
      report on Form 8-K Dated June 3, 2002
|    |  |                                                    

Item 5. Other Events

> Announcement
>     that the Company has changed its name to Sonoran Energy, Inc, changed
>     its symbol to SNRN and consolidated its share base
>     by effecting a reverse stock split on a 1-for-25 basis resulting in the issued
>     and outstanding shares being approximately 2,212,700.

Item 6. Resignations of Registrants Directors

> Announced
>     the resignation of Mr. Peterson, Mr. Dohner and Mr. Bianchi and the appointment
>     of Mr. Costin and Mr. Bidese.
>   Current
>     Report on Form 8-K Dated July 2, 2002

Item 2. Acquisition or Disposition of Assets.

> Announced
>     the completion of an Asset and Purchase Agreement with Red Butte Financial
>     Inc whereby the Company acquired Red Buttes Oil and Gas assets, specifically
>     its contracts with Archer Explorations to pursue opportunities in Northern
>     California and a 2% net working interest in the Franklin Prospect. Sonoran
>     issued 1,750,000 shares to acquire the assets.

Item 5. Other Events

> Announced
>     the issuing of 2,045,300 shares in payment of trade payables, related party
>     debt, accrued expense and loans.
>   Both
>     these reports are accessible from the SEC database.

---

**SIGNATURES**

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

> **SHOWSTAR
>                           ONLINE.COM INC.**

|Dated: September 17, 2002 | By: /s/ J. Punzo                      
|------------------------- | --------------------------------------
|                          |                                       
|                          | J. Punzo                              
|                          | President, and Chief Executive Officer

**EXHIBIT
  INDEX**

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

---

CERTIFICATION

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

|a.     | All
      significant deficiencies in the design or operation of internal controls
      which could adversely affect the Company's ability to record,process, summarize
      and report financial data and have identified for the Companys auditors
      any material weaknesses in internal controls,and                                                         
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|b.     | Any
      fraud, whether or not material, that involves management or otheremployees who have a significant role in the Company's internalcontrols;
      and                                                                                                                                                                                                          
|      
|**6.** | I
      have indicated in this quarterly report whether or not there were significant
      changes in internal controls or in other factors that could significantly
      affect internal controls subsequent to the date of my most recent evaluation,
      including any corrective actions with regard to significant deficiencies
      and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                                        

|Date: September
      18, 2002 | /s/
        John Punzo                         
|------------------------------ | -----------------------------------------------
|                               | John
      Punzo, President and Chief Executive
|                               | Officer                                        

---

CERTIFICATION

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

|a.     | All
      significant deficiencies in the design or operation of internal controls
      which could adversely affect the Company's ability to record,process, summarize
      and report financial data and have identified for the Companys auditors
      any material weaknesses in internal controls, and                                                        
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|b.     | Any
      fraud, whether or not material, that involves management or otheremployees who have a significant role in the Company's internalcontrols; and                                                                                                                                                                                                                
|      
|**6.** | I
      have indicated in this quarterly report whether or not there were significant
      changes in internal controls or in other factors that could significantly
      affect internal controls subsequent to the date of my most recent evaluation,
      including any corrective actions with regard to significant deficiencies
      and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                                        

|Date: September
      18, 2002 | /s/
        Russ Costin                   
|------------------------------ | ------------------------------------------
|                               | Russ
      Costin, Chief Financial Officer



---