UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 FORM 8-K

FORM 8-K

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

~~February~~April 430, 2009

Date of Report (Date of earliest event reported)

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 incorporated organization)

13-4093341

(I.R.S. Employer ID Number)

14180 Dallas Parkway, Ste. 400, Dallas, TX, 75224

(Address of principal executive offices) (Zip Code)

214-389-3480

(Issuers telephone number)

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

~~[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~1

~~[ ] Pre-commencement~~Item ~~communications~~5.02 ~~pursuant~~Departure toof ~~Rule~~Directors ~~14d-2(b)~~or ~~under~~Certain ~~the~~Officers; ~~Exchange~~Election ~~Act~~of ~~(17~~Directors; ~~CFR~~Appointment ~~240~~of Certain Officers; Compensatory Arrangements of Certain Officers.~~14d-2(b))~~

~~[ ] Pre-commencement~~On ~~communications~~April ~~pursuant~~30, to2009, ~~Rule~~Peter ~~13e-4(c)~~Rosenthal, ~~under~~Brad Farrow, Brian Rafferty, Mehdi Varzi, James Row, and Charles Waterman resigned from their respective positions on the ~~Exchange~~Board ~~Act~~of ~~(17~~Directors ~~CFR~~of ~~240~~Sonoran Energy, Inc.~~13e-4~~(cthe “Company”)) effective as of May 1, 2009. Additionally, Peter Rosenthal resigned as the Company’s president and chief executive officer effective as of May 1, 2009 and Andrew Williams resigned as the Company’s chief financial officer effective as of May 1, 2009.

~~Item~~None 1of these resignations involved any matter relating to the Company’s operations, policies or practices.01 None of the resigning directors or officers has given the Company any written correspondence concerning the circumstances surrounding their resignation.

~~Entry~~After ~~into~~the close of business on April 30, 2009, the Company’s Board of Directors appointed Michael Kayman as a ~~Material~~director ~~Definitive~~and ~~Agreement~~Interim Chief Executive Officer, Interim Chief Financial Officer and Chief Restructuring Officer of the Company. In those capacities, Mr. Kayman will perform the duties and assume the responsibilities of the President of the Company. The board also appointed RAI, Inc., a company controlled by Mr. Kayman (“RAI”), to provide financial advisory and restructuring services.

~~Sonoran~~From ~~Energy~~September 2004 to the present, ~~Inc~~Mr. ~~entered~~Kayman ~~into~~has aserved ~~Forbearance~~as ~~Agreement,~~Managing ~~effective~~Director onof ~~February~~Realization 4Advisors, ~~2009~~Inc. From January 2003 to August 2004,~~(the~~ ~~“Forbearance~~he ~~Agreement”)~~served ~~with~~as ~~Standard~~Managing ~~Bank~~Director of Conway, ~~Plc~~McKenzie ~~and~~& ~~Nordkap~~Dunleavy, ~~Bank~~Inc. AGAdditionally, inMr. ~~their~~Kayman ~~capacity~~has served as ~~forbearing~~Chief ~~lenders~~Restructuring ~~(“Forbearing~~Officer ~~Lenders”)~~for ~~under~~ a ~~Credit~~number ~~Agreement~~of ~~dated~~companies, ~~November~~including, 29but not limited to, ~~2007~~Bronco Hezelton, Co. As, aRenova ~~result~~Energy, ofIllinois ~~entry~~Energy/Green ~~into~~Lion ~~the~~Bio-Fuels, ~~Forbearance~~Inc., ~~Agreement~~DBS Communications, Inc., and ~~assuming~~Strandek ~~that~~International, noInc. ~~Termination~~Mr. ~~Event~~Kayman ~~occurs,~~has ~~the~~also ~~Company~~served ~~expects~~as toa ~~have~~Partner in the ~~ability~~Corporate toRestructuring ~~obtain~~divisions ~~equity~~of ~~funds~~both toDeloitte ~~meet~~& ~~its~~Touche ~~working~~LLP ~~capital~~and ~~requirements~~Arthur ~~through~~Anderson ~~February~~LLP. ~~28, 2009~~Mr. As Kayman is an attorney licensed to practice in Illinois and received both his Bachelor of ~~January~~Science ~~19,~~degree ~~2009,~~(Accounting) ~~the~~and ~~amount~~his ~~outstanding~~Juris ~~under~~Doctor ~~the~~degree ~~Credit~~from ~~Agreement~~the ~~was~~University ~~approximately~~of ~~$12~~Illinois.~~0 million.~~

~~The~~In ~~Forbearing~~connection ~~Lenders~~with ~~have agreed to forbear from~~ the ~~exercise~~appointment of ~~certain~~Mr. ~~rights~~Kayman ~~and~~as ~~remedies~~Chief ~~that~~Restructuring ~~they have~~Officer ~~under the Credit Agreement~~ and ~~supporting documents. They have agreed to continue this forebearance until either February 28, 2009 or~~ the ~~occurrence~~retention of aRAI ~~Termination~~as ~~Event,~~financial ~~which~~adviser, ~~among other things, would include: (a)~~ the ~~failure by Sonoran to secure additional equity funding by January 31~~Company, ~~2009; (b)~~Mr. ~~the~~Kayman ~~failure~~and byRAI ~~Sonoran~~entered tointo ~~execute~~ a ~~lease~~letter ~~renewal~~ agreement onoutlining ~~one~~the ofservices ~~its~~to ~~key~~be ~~properties~~provided ~~before~~by ~~January~~Mr. ~~31,~~Kayman ~~2009);~~and ~~(c)~~RAI aand ~~Sonoran default in~~ the ~~performance~~fees orpayable ~~observance~~ by itthe ofCompany ~~any term, covenant or agreement contained~~ in ~~the~~connection ~~Forbearance~~with ~~Agreement;~~those ~~and~~services. ifThe ~~capable~~letter ofagreement ~~remedy,~~can ~~the~~be ~~default~~terminated isby ~~not remedied within three (3) days after effective notice of~~ the ~~default (d)~~Company ~~the~~or ~~occurrence~~by ofMr. ~~any~~Kayman ~~additional Default under the Credit Agreement (e) the asserting, recording~~ or ~~claiming~~RAI ofat any ~~mechanic’s~~time, ~~materialman’s,~~without ~~repairman’s~~cause, ~~construction~~upon orwritten ~~similar~~advice ~~Lien~~to ~~against Sonoran’s property; or (f)~~ the ~~commencement~~other ~~by Sonoran of a voluntary bankruptcy case~~party.

Item 38.0201 ~~Unregistered~~Other ~~Sales of Equity Securities~~Events.

OnAs ~~January 23, 2009, Sonoran completed~~ a ~~private~~result ~~placement~~ of ~~equity in~~ the ~~aggregate~~resignations ~~amount~~ of ~~$1,000,000,~~the ~~agreeing~~officers toand ~~issue~~directors ~~5,000,000~~described ~~shares~~above ofand ~~Series~~the Aappointment ~~Preferred Stock for a price~~ of $0Mr.20 ~~per~~Kayman, ~~share. Each share of~~ the ~~Series~~Company’s Asole ~~Preferred~~director is ~~convertible into 20 shares of common stock~~Mr. ~~The~~ ~~shares were sold under the auspices of Regulation S as sales to non-U~~Kayman.S. ~~persons~~Mr. ~~Under~~Kayman ~~the~~is ~~terms~~also of the ~~placement,~~only ~~$500,000 was used to pay past due obligations and to provide operating funds for the Forbearance period. The~~ remaining ~~funds~~executive ~~are~~officer ~~restricted and are only available for use in repairing damage to a designated well in Louisiana. Failure to complete this transaction would have resulted in the termination~~ of the ~~Forbearance agreement discussed in Item 1~~Company.~~01.~~

~~SIGNATURES~~The Company is currently evaluating its assets and liabilities and has authorized Mr. Kayman to determine the best approach for maximizing value for all stakeholders. This is expected to include filing for bankruptcy under either Chapter 7 or Chapter 11. In the interim, the Company will retain a skeleton staff and will continue essential operations

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

~~Dated:~~Exhibit ~~February~~No. 10.29 – Agreement between the Company and RAI, Inc. for the management and advisory services of Michael Kayman, dated April 30, 2009

~~SONORAN ENERGY, INC.~~2

~~/s/ Peter Rosenthal~~SIGNATURES

~~Peter~~Pursuant ~~Rosenthal~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~President~~Dated: ~~and~~May ~~Chief~~7, ~~Executive Officer~~2009

SONORAN ENERGY, INC.

/s/ Michael Kayman

Michael Kayman,

Interim Chief Executive Officer, Interim Chief Financial Officer,

and Chief Restructuring Officer

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