SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB


            ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

               For the fiscal year ended September 30, 2001______

                          Commission File No. 0-18344

                              SOONER HOLDINGS, INC.
                 (Name of small business issuer in its charter)

           Oklahoma                                              73-1275261
--------------------------------                            -------------------
  (State or other jurisdiction)                                (IRS Employer
of incorporation or organization                            Identification No.)

                   2534 W. I-40 Oklahoma City, Oklahoma 73108
              ---------------------------------------------------
              (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (405) 236-8332

      Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:     Common stock,
$0.001  par

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act 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. Yes X  No
                                                                      ---

     Check  if  there  is no disclosure of delinquent filers in response to Item
405  of  Regulation  S-B  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  l0-KSB.  [ ]

     Revenues  for  the  year  ended  September  30,  2001  were  $2,710,528.

     The  aggregate  market  value of the voting stock held by non-affiliates of
the Company on December 15, 2001 was approximately $204,214.  As of December 15,
2001  we  had  13,888,016  shares  of  common  stock  issued  and  outstanding.

     Transitional Small Business Issuer Disclosure Format     Yes   No X
                                                                      ---

<PAGE>
                                     PART I
                        ITEM 1. Description of Business

Summary  and  Development  of  the  Company

     Our  company, Sooner Holdings, Inc., an Oklahoma corporation, was formed in
1986  to  enter  the  in-home  soda  fountain business.  We never developed this
business   into  a   national   market.    Subsequently,   we   evolved  into  a
multi-subsidiary holding company in diverse businesses.  From 1993, when we were
restructured,  until  June  1998  we  sought  acquisitions.  In November 1987 we
acquired  a business park from R.C. Cunningham II, our president and a director.
In  June  1998  we  acquired,  through  our subsidiary ND Acquisition Corp., the
assets  and  certain  liabilities  of  New Direction Centers of America, LLC and
entered  the  minimum-security  correctional business.  In May 2000 we purchased
the rights to a new, Class 5, hardware and software computer-based platform that
resembles  the computer-based soft switch.  We named it "Cadeum" and organized a
wholly  owned  subsidiary,  Sooner  Communications,  Inc., through which we will
market  Cadeum  to  telecommunications  carriers.

     We  currently  operate primarily through three subsidiaries, ND Acquisition
Corp.,  Sooner  Communications,  Inc., and Charlie O Business Park Incorporated.
These  subsidiaries  and  a  brief  summary  of  their  businesses  follows:

ND  Acquisition  Corp.
----------------------

     ND  Acquisition  Corp.  (NDAC)   owns  and   operates  a   minimum-security
correctional facility for women offenders (Northgate) and a community sentencing
facility  for  men  (Eastgate).  Both  facilities  are located in Oklahoma City,
Oklahoma.

     NDAC  was  formed in 1997 as a wholly owned subsidiary and began operations
upon  our  acquisition in June 1998 of the assets and certain liabilities of New
Direction Centers of America, LLC, (NDCA) an Oklahoma-based private correctional
business.  As  of  May 8, 2001, we acquired property consisting of approximately
14  acres  of  land and a 40,000 square foot building to expand our correctional
business.

Sooner  Communications,  Inc.
-----------------------------

     On  May  2,  2000  the  Sooner  Communications  (Communications) subsidiary
purchased  all  the  rights  to, a computer based platform called Cadeum. Cadeum
will  host  computer-based   telephony  products   that  are   being   developed
specifically  for telecommunication providers. Upon completion we plan to market
these  products  on  a  wholesale  level  to telecommunication carriers. We have
completed  beta  testing  the  answering  service section of Cadeum with a large
Texas-based  regional  telecommunication  provider.  Due  to  certain  interface
issues,  marketing  of  the  answering  service  has  been  suspended awaiting a
resolution.  We expect to have the interface issues resolved in the early second
quarter  of  fiscal  2002, at which time marketing of the answering service will
resume.  We  expect  revenues  to begin in the late second or early third fiscal
quarter  of  2002.

      The  remainder  of  product testing will continue on the balance of a full
feature  call  answering  system that will be used to assist in attracting small

<PAGE>

and  medium  business  to  their local product offering. We will continue to run
beta  testing  on  this  product  over  the  next  several  months.

     An  interface has been written to allow a module of the software to operate
with mass marketing telephone sales.  This product is installed and operational.
We  expect  to  report  revenue  in  the second or third fiscal quarter of 2002.

     Negotiations  are  under way for the Communications division sales staff to
start  offering  traditional dedicated long distance services on a retail basis.
We  fully  expect that an agreement will be consumated with at least one or more
Oklahoma  telecommunication  companies  that  will allow Communications to offer
their  product  lines  on  a  cost  reduced  retail  basis.


Charlie  O  Business  Park  Incorporated
----------------------------------------

     Charlie  O  Business  Park,  Inc.  ("CO Park") operates a multi-unit rental
property for business and industrial tenants located in Oklahoma City, Oklahoma.
CO  Park  became an operating subsidiary upon its formation in November 1987 and
we  own  100%  of  the  subsidiary.

                              BUSINESS DESCRIPTION

The  Correctional  Business
---------------------------

     NDAC entered the correctional business in June 1998 by acquiring the assets
and  certain liabilities of New Direction Centers of America, LLC  NDAC owns and
operates  two  correctional  facilities.   One  is  a  220-bed  minimum-security
correctional  facility  (Northgate),  which houses 174 inmates in Oklahoma City,
Oklahoma, as of September 30, 2001.  A non-secure residential facility, known as
a  halfway  house,  provides  residential correctional services for offenders in
need  of  less  supervision  and  monitoring  than  are  provided  in  a  secure
environment.   Offenders  in   minimum-security  correctional   facilities   are
typically  allowed  to  leave the facility to work in the immediate community or
participate  in  community  based  educational  and vocational training programs
during  daytime  hours.  Generally, persons in community correctional facilities
are  serving  the  last  six  months  of their sentence.  It has one significant
contract  with  the Oklahoma Department of Corrections.  Compensation is paid to
us  based  on  a  per-person,  per-day  basis.  Revenues  from this one contract
accounted  for  98  percent  of  our  correctional  revenue  for  the year ended
September  30,  2001.

     As   of  May  8,  2001,  we  acquired  property  (Eastgate)  consisting  of
approximately  14  acres of land and a 40,000 square foot building to expand our
correctional business.  The purchase price was $1,002,000, of which $800,000 was
allocated  to  the  building  and  $202,000  was  allocated  to   the  land  and
correctional  zoning.  The  aggregate capacity of this facility is 150 beds.  We
have  completed  repairs necessary to house up to 60 inmates as of September 30,
2001,  and  had  28  inmates  in  residence  as  of  September 30, 2001.  We are
continuing  the  rehabilitation  of  the  property.

     In  addition  to providing the fundamental residential services relating to
the  security  of  facilities  and  the  detention and care of inmates, NDAC has
developed  a broad range of in-facility rehabilitative and educational programs.
These  programs  include  substance  abuse  treatment and counseling, vocational
training,  life  skills training, and behavioral modification counseling.  These

<PAGE>

services  are  offered  in  both  facilities.  We  believe  that our strategy of
offering  a  wide  variety  of programs and services will increase our marketing
opportunities.


The  Telecommunications  Business
---------------------------------

     Communications  has  purchased  all  the  rights  to, and is continuing the
development  of  a  product  we  call  "Cadeum."  Cadeum combines computer-based
hardware  and  software, developed specifically for telecommunications carriers.
For  instance,  a customer of a regional telecommunications provider that offers
Cadeum  to  its customers can access his e-mail by telephone and have it read to
him  by  a  synthetic voice.  Cadeum will host other unified messaging products.

     The  voice  mail  portion  of the Cadeum product has been tested within the
regional  network  of  a  20-year-old,  regional,  integrated telecommunications
service  provider.  Certain  issues  have arisen which have required redesign of
the interface between the telephone switching system and our system.  We believe
we  have isolated the causes and have designed a resolution to those issues.  We
expect  to  have the interface installed and revenue from the voice mail portion
to  begin  in  the  late second calendar quarter of 2002.  Once we have revenues
from  the  voice  mail  system,  we  will  continue  development  of the unified
messaging  system  as  a  whole.

     The  strategy  of  Communications is to market Cadeum to telecommunications
providers who will then market it to their existing customer base as well as new
customers.

     An  interface has been written to allow a module of the software to operate
with  mass  marketing  telephone  sales.   This  product  is  in  installed  and
operational.  We  expect to report revenue in the second or third fiscal quarter
of  2002.

     Negotiations  are  under way for the Communications division sales staff to
start  offering  traditional dedicated long distance services on a retail basis.
We  fully  expect that an agreement will be consumated with at least one or more
Oklahoma  telecommunication  companies  that  will allow Communications to offer
their  product  lines  on  a  cost  reduced  retail  basis.

     Once operational, we believe our Cadeum product will be eagerly accepted by
telecommunications  providers.

     We  expect the unified messaging segment of the telecommunications industry
to  grow  from approximately $272 million in 2000 to over $12.5 billion by 2004.
The  deregulation  of  the  telecommunications  industry  has  spawned a host of
competitors  vying  for  the  public's  telephone  service.    Telecommunication
providers  need  to  distinguish  themselves  from  the  competition by offering
enhanced  services.  We believe that our Cadeum product, with its integration of
telephony  products,  will  provide  this  distinction.

The  Real  Estate  Business
---------------------------

     CO  Park  operates  as  a real estate lessor and property manager and as of
September  30,  2001  leases  to  24  non-related  lessees.  CO  Park's property

<PAGE>

includes  five  separate  buildings, covering approximately 126,500 square feet,
located at the intersection of I-40 and Agnew Street in Oklahoma City, Oklahoma.
We  and  our  Communications  subsidiary  currently operate out of approximately
2,900 square feet in this business park.  CO Park competes with other commercial
lessors  in  the  Oklahoma City market.  Its occupancy, excluding that leased to
Sooner  Holdings  and Communications, has averaged over 90% during both 2001 and
2000.


General

     Seasonality.  Our  company and our subsidiaries are not subject to seasonal
fluctuations.

     Government  Regulation.  Our  correctional  services business is subject to
federal,  state  and  local  regulations  that  are administered by a variety of
regulatory  authorities.  Generally,  providers  of  correctional  services must
comply  with  a  variety  of  applicable  federal,  state and local regulations,
including  education,  healthcare  and safety regulations.  Management contracts
frequently include extensive reporting requirements.  In addition, many federal,
state   and  local  governments  are  required  to  follow  competitive  bidding
procedures  before  awarding a contract.  Certain jurisdictions may also require
the  successful  bidder  to award subcontracts on a competitive bid basis and to
subcontract  to  varying  degrees  with businesses owned by women or minorities.
Correctional  contracts  are  generally  renewed  on  a  year-to-year  basis.

          Should  NDAC  fail  to  comply  with  any  applicable  laws,  rules or
regulations,  or  lose  any  required  license, it could have a material adverse
effect  on  our  financial  condition,  results  of  operations  and  liquidity.
Further,  our  current  and  future  operations  may  be  subject  to additional
regulations  as  a  result  of  new  statutes and regulations and changes in the
manner  in  which existing statutes are regulations are or may be interpreted or
applied.  Any  such  additional regulations could have a material adverse effect
on  our  financial  condition,  results  of  operations  and  liquidity.

          Our business park business is subject to municipal zoning restrictions
as  to the type of industry that can be conducted on our property.  Our property
is  zoned  as I-2, which excludes us from leasing space to businesses in heavier
industries.

          Our  telecommunications  carrier  services  business is not subject to
government  regulation,  and  we  know  of  no  probable government regulations.


     Marketing.   NDAC  views government agencies that are responsible for state
and  federal  correctional  facilities  in  the  United  States  as  its primary
potential  customers.  We  maintain  satisfactory  relations  with  the Oklahoma
Department of Corrections, who awards all state contracts to private corrections
facilities  companies  in  Oklahoma.

          We  market our business park space locally through our own efforts and
local  real  estate  brokers.

          We  will  market  our Cadeum product to telecommunications carriers of
all  types.  We  anticipate  that  they  will  market Cadeum's unified messaging
capabilities  to  their  customers.  Initially,  our  marketing  efforts will be

<PAGE>

conducted by Brian Bothroyd, the president of Communications.  We anticipate our
Beta  test  will be sufficiently concluded that we can commence marketing Cadeum
during  the  second  fiscal  quarter  of  2002.


     Employees.   R.C.  Cunningham  II, our president and chairman of the board,
works  on a full-time basis for us and all of our subsidiaries.  Brian Bothroyd,
president  of our Communications subsidiary, worked full time through August 15,
2001, and part time thereafter.  R.C. Cunningham III and Ron Alexander both work
for  us  on  a  full-time  basis.

          NDAC  has  thirty-eight  full-time and thirteen part-time employees at
September  30,  2001.    NDAC  employs  management,   administrative,  clerical,
security, educational services, and general maintenance personnel.  NDAC through
subcontractors  also  provides  food  service  and  limited  health  care.   All
jurisdictions  require  correction  officers  to  complete a specified amount of
training  prior  to  employment.

          Our  business  park  employs  two  people full-time and one part time.
Communications  has no employees as of September 30, 2001.  Sooner Holdings, the
holding  company,  employs  two  people  full-time  and  one  part-time.

          When  the  need exists, we or our subsidiaries use temporary employees
or  subcontractors  to  perform  administrative  services.

     Competition.    The  private  correctional   services  business  is  highly
competitive,  with  few barriers to entry.  To our knowledge, there are at least
17  companies engaged in the management and operation of privatized correctional
detention  facilities.   NDAC's  competitors   include  local   companies   with
significant  local  relationships  and knowledge of local conditions, as well as
companies  that  manage  and  operate  facilities in many states and abroad with
financial  resources  substantially  greater  than  NDAC's.

          NDAC  competes on the basis of the cost, quality and range of services
offered, its experience in managing facilities, the reputation of its personnel,
and  its  ability  to  design,  finance  and  construct  new  facilities.

          Our  business  park  competes  with  numerous  commercial  real estate
providers in the Oklahoma City metropolitan area.  As of September 30, 2001, the
business  park  is  100%  leased.

          The  unified  messaging  service  offered  by  our Cadeum product will
compete  with  similar  unified  messaging  products  now  being  introduced and
developed  in  the  U.S.  by  several  providers  of enhanced telecommunications
services.  To the extent of our knowledge, our competitors are marketing or will
market  their  products directly to the retail sector.  We, however, will market
Cadeum  to telecommunications carriers who will enhance their services for their
customers  with  Cadeum's unified messaging product and, in time, other products
we  expect  to  develop  from  this  Class  5  platform.

Patents

     Sooner  Holdings has no patents.  We will soon file for trademark and trade
name  protection  for  our  Cadeum  telecommunications  product.

Government  Approval  of  Principal  Products;  Government  Regulations

<PAGE>

     In  order  to obtain and maintain contracts to operate private correctional
facilities,  NDAC  has  to  demonstrate to the governmental agencies that supply
offenders  that  we  comply with their standards and regulations.  Recently, the
Oklahoma  Department  of  Corrections  retained a national authority on "halfway
house"  operations to assess all halfway houses in Oklahoma with regard to their
compliance  with  an  "effective interventions" agenda developed by the National
Institute  of  Corrections.  The  authority reported to Oklahoma's Governor that
NDAC  is  "well  on  their way to having a program for female offenders that can
serve  as  a  national  model."

     There  is  no  need  to  obtain  government  approval to lease space in our
business  park  or  to  sell  our  Cadeum  product.

Cost  and  Effects  of  Complying  with  Environmental  Laws

     There  are  no  significant  costs involved in complying with environmental
laws  in  operating  our  correctional  facility  and  our  business  park.

Product  Research  and  Development

     We have spent approximately $157,000 during the fiscal year ended September
30,  2001  and  $168,000  during  the  nine  months  ended September 30, 2000 on
research  and  development activities regarding our Cadeum product. None of this
was  borne  by  customers.  We will continue to perform research and development
activities  on  software  development  for  products  that  Cadeum is capable of
hosting.


                        ITEM 2. Description of Property

     The  Correctional  Facility
     ---------------------------

     NDAC's  Lincoln  Boulevard  correctional  facility  (Northgate) consists of
three buildings totaling approximately 44,000 square feet on 2.745 acres of real
estate.  This  property  is  located at 3115 North Lincoln Boulevard in Oklahoma
City,  Oklahoma.  The  facility  has a 220-bed capacity, and as of September 30,
2001,  the  facility  is  79  percent  occupied.  This  property  is  subject to

     *    a  first  mortgage  that  secures  a  promissory note in the amount of
          $496,145 due  April 20, 2002, with interest at New York prime plus two
          percent,

     *    a  second mortgage  that secures  a promissory  note in  the amount of
          $629,200  due  after  June  1,  2004,  with  interest  of  10  percent
          a  year,  and

     *    A second  mortgage  that  secures  a  promissory  note  in  the amount
          of  $737,017,   due quarterly.   Interest is payable  monthly at 8.5%.
          Restructured  as  of  December  20,  2001  as  a  long-term,  annually
          renewable  note.

          The  federal  tax cost basis of the Northgate correctional facility is
$770,726  as  of September 30, 2001.  For purposes of depreciation, the $389,137
in  improvements portion of such tax basis is being depreciated at approximately

<PAGE>

2.6  percent  per year, MACRS method over a claimed life of 39 years of which 35
years  remain.

     We  pay  annual  realty  taxes  of  $3,883, which is at an approximate 0.52
percent  tax  rate.

     We  have  plans to improve the property by adding sufficient space to house
an  additional  42 beds for an expected increase in inmates.  The estimated cost
of  adding  the  planned  3,150 square foot expansion is $70,000.  We believe we
will  be  able  to  finance this expansion through a bank loan guaranteed by our
president,  R.C.  Cunningham  II.  The  realty tax rate, annual realty taxes and
estimated  taxes  on  the  proposed  improvements  are  $364.

     Our Martin Luther King Avenue property (Eastgate), located at the corner of
Northeast  36th Street and Martin Luther King Avenue in Oklahoma City, Oklahoma,
is a community sentencing facility, consisting of approximately 14 acres of land
and  a  40,000 square foot building.  This property will accommodate 150 inmates
at  full  capacity.  As  of  September 30, 2001, we had 28 inmates in residence.

     The  federal  tax  cost  basis of the Eastgate facility is $1,046,989 as of
September  30,  2001.  For  purposes  of  depreciation, $844,989 in building and
improvements  is being depreciated at approximately 2.5 percent per year over an
estimated  life  of  40  years,  of  which  39  years  remain.

     This  property  is  subject  to  a  first  mortgage  in  favor of a private
organization  in  the  amount  of  $988,324.

     These  properties,   and  our   ability   to   liquidate   their  mortgaged
indebtedness,  are subject to our ability to survive in the private correctional
services  business.  There  is  considerable  competition in this industry.  Our
operation  for  female  offenders,  however, operates near capacity.  Further, a
recent  enactment  by the Oklahoma State Legislature makes it mandatory that all
prison  inmates  convicted of non-violent offenses with non-violent juvenile and
institutional records must spend at least 90 days in an accredited halfway house
before  release  from  the  Oklahoma  prison  system.

     In  the  opinion  of  management,  the properties are adequately covered by
insurance.

     The  Business  Park
     -------------------

     CO  Park's  industrial  business  park  property consists of five buildings
totaling  approximately  126,500 square feet on five acres of real estate.  This
property  is  located  at  our corporate address at the intersection of I-40 and
Agnew  Street  in  Oklahoma  City,  Oklahoma.    We  and our subsidiaries occupy
approximately  2,900  square  feet  and  the remainder of the industrial park is
leased  to  24  unrelated  lessees.  The  lessees generally use the property for
retail,  manufacturing  and  light  industrial  operations.

     CO  Park's  leases  are generally for three to five years.  As of September
30,  2000,  excluding  the  square  footage leased to us and our affiliates, the
facility  was  97%  occupied.  As  of  September  30, 2001, the facility is 100%
occupied.  This  property  is  subject  to  a  first  mortgage  that  secures an
installment promissory note in the amount of $2,468,102 due in full on August 1,

<PAGE>

2009,  with  interest  at  8.8  percent.

     There is considerable competition in the business park industry in Oklahoma
City.  However,  we  have  operated  at  81  percent or better rates for several
years,  and  leased  commercial property occupancy rates have been rising in the
Oklahoma  City  metropolitan  area.

     We  believe  the business park and its properties are adequately covered by
insurance.

     The  following  tenant  leases  ten  percent or more of the rentable square
footage:
<TABLE>
<CAPTION>
                                                           Principal  Provisions
                                   Principal  Nature              of  the
   Name  of  Lessee                of  its  Business         Tenant's  Lease
   ----------------                -----------------       ---------------------
<S>                                <C>                     <C>
Harbor  Freight  Tools               Retails  tools        Monthly  rental  of
                                                           $8,000. Lease expires
                                                           11-30-03.   Four
                                                           successive  options
                                                           to renew, each for a
                                                           5-year term.
</TABLE>

     The  other  principal businesses, occupations and professions carried on in
or  from  the  business  park:

     -     restaurant,
     -     pick-up  parts,
     -     neon  signs  and  banners,
     -     shoes  and  clothing,
     -     home  and  window  cleaning,
     -     construction  company,
     -     lawn  care,
     -     water  company,
     -     casters  and  supplies,
     -     print  shop,
     -     overhead  door  company,
     -     linex  spray,  and
     -     steering  column  repair.

     The  average effective annual rental a square foot in the business park was
$3.81  as  of  September  30,  2001.


     The following is a schedule of the lease expirations for fiscal year ending
September  30,  2002  and  the  following five years.  No existing lease extends
beyond  fiscal  year  2005.
<TABLE>
<CAPTION>
                                                                   Percentage of
                                                                    Gross Annual
                                                                       Rental
           No. of Tenants   Square Footage     Annual Rental of     Represented
  Fiscal     Whose Lease         of                  of              By Expiring
   Year      Will Expire    Existing Lease     Expiring Lease           Leases
  ------   --------------   --------------     ----------------    -------------
<S>               <C>           <C>                <C>                  <C>
   2002           6             17,581             $ 57,600             12.25
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>               <C>           <C>                <C>                  <C>
   2003           7             37,570             $ 145,392            30.91
   2004           8             41,428             $ 176,160            37.45
   2005           3             16,400             $ 61,200             13.01
</TABLE>

     Depreciation  on  the  Business  Park
     -------------------------------------

     The  federal  tax  cost  basis  of  the  Business  Park is $3,182,602 as of
September  30,  2001.  For purposes of depreciation, the $1,876,124 in buildings
and improvements portion of such tax basis is being depreciated at rates ranging
from  2.5 to 15 percent a year, straight line method over a claimed life of 7 to
40  years,  of  which  5  to  40  years  remain.

     We pay annual realty taxes of $14,168, which is at a 0.46 percent tax rate.



                            ITEM 3. LEGAL PROCEEDINGS

     In February 1998, a lawsuit was filed by one of the owners of New Direction
Centers  of  America,  LLC  against us relating to the purchase of the community
correctional  business.  On  January  18,  2000,  a settlement was reached which
includes  a  payment  of  $76,000.   This  liability  was  liquidated during the
current  year.

     We  are involved in certain other administrative proceedings arising in the
normal  course  of  business.  In  the  opinion  of  management,  such  matters,
including  the lawsuit described above, will be resolved without material effect
on  our  results  of  operations  or  financial  condition.


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

     In  fiscal  2001,  there  were  no  matters submitted to a vote of security
holders  through  the solicitation of proxies or otherwise.  Our last meeting of
shareholders  was  in  1996.

                                    PART II
                      ITEM 5. Market for Common Equity and
                          Related Stockholder Matters

MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     Our  common  stock  trades on the OTC Bulletin Board under the stock symbol
"SOON".  The  high  and low bid information for the stock during the years ended
September  30,  2001  and 2000 is set forth below.  The information was obtained
from  the  OTC  Bulletin  Board and reflects inter-dealer prices, without retail
mark-up,  mark-down  or  commission  and  may not represent actual transactions:
<TABLE>
<CAPTION>
          Calendar
          Quarter                          High                Low
<S>                 <C>                    <C>                 <C>
          1999:     4th  Qtr               0.188               0.06
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                 <C>                    <C>                 <C>
          2000:     1st  Qtr               0.488               0.08
                    2nd  Qtr               0.500               0.188
                    3rd  Qtr               0.500               0.188
                    4th  Qtr               0.350               0.080

          2001:     1st  Qtr               0.050               0.050
                    2nd  Qtr               0.095               0.040
                    3rd  Qtr               0.060               0.030
</TABLE>

Shareholders

     As of September 30, 2001, we had 563 shareholders of record.  This does not
include  the  holders  whose  shares  are held in a depository trust in "street"
name.  As  of September 30, 2001, 2,041,401 shares (or approximately 15 percent)
of  the  issued  and  outstanding stock were held by Depository Trust Company in
"street"  name.

Dividend  Information

     We  have not paid or declared any dividends upon our common stock since our
inception  and,  by  reason of our present financial status and our contemplated
financial   requirements,  do  not   anticipate  paying  any  dividends  in  the
foreseeable  future.  There  are  no  restrictions that limit our ability to pay
dividends  on  the  common stock or that are likely to do so in the future other
than  the  requirement  that  dividends  be  paid  out  of  earnings.

Reports  to  Security  Holders

     We file reports with the Securities and Exchange Commission.  These reports
are  annual  10-KSB, quarterly 10-QSB and periodic 8-K reports.  We will furnish
stockholders  with  annual  reports  containing  financial statements audited by
independent  certified  public accountants and such other periodic reports as we
may  deem  appropriate  or as required by law.  The public may read and copy any
materials  we  file  with the SEC at the Public Reference Room of the SEC at 450
Fifth  Street,  N.W., Washington, D.C. 20549.  The public may obtain information
on  the   operation  of  the  Public  Reference  Room  by  calling  the  SEC  at
1-800-SEC-0330.  Sooner  Holdings  is an electronic filer, and the SEC maintains
an Internet Web site that contains reports, proxy and information statements and
other  information regarding issuers that file electronically with the SEC.  The
address  of  such  site  is  http://www.sec.gov.


                  ITEM 6. Management's Discussion and Analysis
                              or Plan of Operation

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

Background  and  Introduction

     Charlie  O  Beverages,  Inc.  was  formed in 1986 to enter the in-home soda
fountain  business.  Subsequently,  we  evolved  into a multi-subsidiary holding
company  in  diverse  businesses  and  changed  our  name  to  Sooner  Holdings,
IncDuring  1996  and   early  1997 we narrowed our focus to Oklahoma real estate
while seeking new business opportunities.  In June 1998 we acquired, through our
subsidiary  NDAC, the assets and certain liabilities of New Direction Centers of

<PAGE>

America,  LLC  and entered the minimum-security correctional business.  In April
2000,  we  formed  a  subsidiary,  Sooner  Communications,  Inc.,  to  enter the
telecommunications  support  business.

     Effective  with  our  Form  10-KSB dated September 30, 2000, we changed our
reporting  year  to  September  30.

Liquidity and Capital Resources - Year ended September 30, 2001 compared to nine
months  ended  September  30,  2000:

     Cash flow provided by operations decreased by $49,579, and from positive to
negative,  (percentage  NA) during the year ended September 30, 2001 as compared
to  the  nine months ended September 30, 2000, due primarily to the operation of
our  Communications  subsidiary.  The  Communications  subsidiary  incurred cash
expenses   of  $156,748  against  no  revenue.  Cash  flows  used  in  investing
activities  increased  $935,023  (575%)  due primarily to the acquisition of the
NDAC  Eastgate  facility  and  improvements  (+$1,046,989),  increased leasehold
improvement  activity  at  our NDAC Northgate facility (+$10,681), and increased
tenant  build out at our CO Park facility (+$30,745).  The increase in cash used
in  investing  activities  also  reflects  a  reduction in amounts owed as trust
liabilities  for  inmate  wages.  Cash flows from financing activities increased
$825,495 (544%) due primarily to the borrowings related to the Eastgate facility
($1,000,000).

     We  have  had  severe  liquidity  problems for the last several years.  Our
liquidity  is reflected in the table below, which shows comparative deficiencies
in  working  capital:
<TABLE>
<CAPTION>
                                    September  30,          September  30,
                                         2001                   2000
                                    --------------          --------------
<S>                                  <C>                     <C>
Deficiency  in  working  capital     $(1,137,735)            $(1,863,838)
                                     ============            ============
</TABLE>

     Although  our  working  capital  is negative, we have been able to meet our
obligations  as  a  result of the financial support received from certain of our
related  parties.  Our  current  working capital, which has been provided in the
form  of  short-  and long-term debt, has been primarily supplied either by R.C.
Cunningham  II,  our chairman of the board and president, or by Aztore Holdings,
Inc.,  a  Phoenix, Arizona-based investment company.  Aztore holds various notes
and liabilities against us and has agreed to forebear and restructure a majority
of  these liabilities as part of the acquisition by NDAC.  Aztore is no longer a
source  of  working  capital.

     As  of  April  20, 2001, we entered into an agreement with the bank holding
the  first mortgage on the Correctional Facility real property to extend the due
date of the note until April 20, 2002. This note is an annually renewable, fixed
payment  note.  We  have  received  assurances that, absent default or a serious
decline  in  the  financial  position  of our NDAC subsidiary, this note will be
renewed.  As  of  the  balance sheet date of September 30, 2001, this note has a
balance  due  of  $496,145.  This  note  is  not  in  default.

     In  connection  with  the  refinancing  of our royalty payable, we borrowed
$425,000  from  a  bank  on  August  12,  2001.  This  note, by its terms, is an
annually  renewable,  fixed  payment  note  with  a  due date in these financial
statements of August 12, 2002.  We have received assurances that, absent default
or a serious decline in the financial position of our NDAC subsidiary, this note
will  be renewed.  As of the balance sheet date of September 30, 2001, this note

<PAGE>

has  a  balance  due  of  $422,950.  This  note  is  not  in  default.

     Both  of  these notes are, by their terms, presented as short term in these
financial statements.  These notes represent $919,095, or 80.8%, of our negative
working  capital.

     Exclusive  of  funds  required  for  debt repayment, we believe that we can
borrow any additional funds from our related parties to maintain our operations,
although  there  can  be  no  assurance  that  such funds will be available when
needed.  In  the  event  that  we cannot refinance, or obtain forbearance on our
current  liabilities  or  on our long-term liabilities as they come due, we will
undoubtedly face further severe liquidity problems which may lead to litigation,
the  inability  to  transact  business,  or  foreclosure actions being initiated
against  a  majority  of  our  assets.

     In  June 1999, we refinanced the debt on CO Park.  The debt was replaced by
a  single  note  in  the amount of $2,500,000 payable to a bank with interest at
8.8%  that  matures  in  June  2009.

     Effective  November  1,  1999,  we  reached  an  agreement  with Aztore and
associated  companies  to  exchange  approximately $450,000 in notes payable and
accrued  interest.  In  exchange  for the notes payable and accrued interest, we
issued  two  notes  for  $120,000  and  $180,000  bearing  interest at 10%, with
preferential  liquidation  terms.  This  transaction resulted in a extraordinary
non-cash  gain  to  us  of  approximately  $107,000,  net  of  tax.


Results  of  Operations - The year ended September 30, 2001 compared to the nine
months  ended  September  30,  2000:

     The  following  table  illustrates  our  revenue  mix.
<TABLE>
<CAPTION>
                                      Year Ended            Nine Months
                                     September 30,             ended
                                         2001        %     September 30,   %
                                     -------------   --    -------------   --
<S>                                   <C>            <C>    <C>            <C>
    Real estate leasing revenues      $  458,201     17     $  301,924     20
    Correctional revenues              2,252,327     83      1,240,666     80
                                      ----------            ----------

            Total revenues            $2,710,528            $1,542,590
                                      ==========            ==========
</TABLE>

     Total  revenues  increased  by  $1,167,938,  or  75.7%,  in  the year ended
September  30,  2001  as  compared  to the nine months ended September 30, 2000.

     Correctional  revenues  increased  $1,011,661,  or 81.5%, in the year ended
September  30,  2001  as  compared  to the nine months ended September 30, 2000.
This  represents  an  increase  in  average revenues of $49,824 per month at our
correctional subsidiary, or a 36% average fee/occupancy increase a month in 2001
over  2000.

<PAGE>

     Our business park revenues increased  $156,277, or 51.8%, in the year ended
September  30,  2001  as  compared  to the nine months ended September 30, 2000.
This  represents  an increase of $4,636 per month in average revenue.  This also
includes  the releasing of the space vacated by major tenant (15,000 sq. ft.) in
May,  2000.  At  September 30, 2001, the business park was 100% occupied, net of
space  used  by  us.  Losses  of  tenants  in  the  future  could  affect future
operations  and  financial  position  because  of  the  cost  of  new  leasehold
improvements  and  lower  revenues  due  to  any prolonged vacancy.  There is no
assurance  we  will  maintain  our  high  occupancy  rate.

     Communications  produced  no  revenue  during  the year ended September 30,
2001.
<TABLE>
<CAPTION>
                                                            Nine Months
                                    Year ended                 Ended
                                    September                September
                                     30,2001        %         30,2000        %
                                    ----------      --      ------------     --
<S>                                 <C>             <C>      <C>             <C>
Operating Expenses
(Before Interest Expense)
Real estate leasing expenses        $  195,784       7       $  120,084       7
Correctional expenses                2,206,414      77        1,155,962      71
Corporate expenses                     115,814       4          130,888       8
Communications expenses                345,956      12          231,779      14
                                    ----------               ----------

        Total Operating Expense     $2,863,968               $1,638,713
                                    ==========               ==========
</TABLE>

     Total  operating  expenses  for  the  year  ended  September  30, 2001 were
$2,863,968,  as  compared  to total expenses for the nine months ended September
30,  2000  period  of  $1,638,713.  This represents an increase of $1,225,255 in
total  operating  expenses  for the year ended September 30, 2001 as compared to
the  nine months ended September 30, 2000.  Average per-month expenses increased
by  $56,548,  the  majority  of  which was incurred at our correctional facility
operation  for increased security and counseling resulting from increased inmate
population.  Expenses incurred in starting up our communications business during
the  period  increased  by  $114,177,  primarily  in  the  areas of salaries and
increased  amortization.   Total  depreciation  and  amortization  increased  by
$250,879,  or  an  average  of  $13,252  per  month.  $75,900 of the increase in
amortization,  or an average of $6,325, resulted from impairment in the value of
our  communications  subsidiary  software  (25%).   Expenses at our correctional
facility  increased  by  $1,050,452.  The  increase in operating expenses at the
correctional  facility  represents  the  amounts  necessary  to  accommodate our
increased  inmate  population.  Expenses  at  our  commercial  leasing  facility
increased  by  $75,700, or $2,973 per month, primarily due to increased fees for
refinancing.  General  and  administrative  expenses  at our corporate activity,
consisting  primarily  of  professional  and management fees, decreased due to a
decrease  in  management  fees  paid  and  decreased  professional  fees.

Capital  Expenditures  and  Commitments

<PAGE>

     During the year ended September 30, 2001, we spent approximately $1,106,576
on  capital   expenditures.    NDAC  spent   $1,046,989   on   acquisition   and
rehabilitation  of the Eastgate facility, and $8,281 on furniture, fixtures, and
computers. The business park spent approximately $34,084 on the tenant build-out
and  other  park improvements.  Our corporate activity spent $6,581 on computers
and  software.


Going  Concern  and  Management  Plans

          As  shown  in  the  financial  statements,  we  incurred a net loss of
$771,349  during  the  year  ended September 30, 2001, and, as of that date, our
current  liabilities  exceeded  our  current  assets by $1,137,735 and our total
liabilities  exceeded  our  total  assets  by  $  1,308,511.

     Realization  of a major portion of our assets is dependent upon our ability
to  meet  its  financing  requirements and the success of our future operations.

     ND  Acquisition Corp. - During the year ended September 30, 2001, NDAC used
cash in operations of approximately $31,700.  During the year, inmate population
averaged  between  160 and 195 per day at our Northgate halfway house operation.
Expenses increased in connection with certification by the American Correctional
Association  and increased security and counseling payrolls required as a result
of  increased  inmate  population.

     As  discussed  elsewhere  in  this  Form  10-KSB,  we have acquired another
facility  to  house  up  to  150 community-sentencing inmates.  The security and
counseling  expense  requirements of community sentencing are substantially less
than  required in halfway house operations.  A portion of the negative cash flow
is  associated  with  the initialization of this community sentencing operation.
At  such  time  as  we  attain  full  capacity  of  150 inmates in the community
sentencing  operation,  we  should  approximately  double  our  daily  revenues.

We  borrowed $737,017 in May, 2001, to liquidate the portion of the liability we
incurred  in  our purchase of New Direction Centers of America, LLC that was due
to  unrelated  parties.  We  had  verbal  assurances from another lender that we
would  be able to refinance all of the NDAC indebtedness into one long-term note
before  August  31,  2001.  This  financing arrangement was not completed.  This
note  was  restructured  as a long-term note, renewable annually on November 28.

The  balance of the New Direction Centers of America, LLC note is due indirectly
to  two  of  our  major  stockholders.  They  have agreed to forebear demand and
collection  until  after  September  30,  2003.

     Charlie O Business Park Incorporated. - During the year ended September 30,
CO Park generated a positive cash flow from operations of approximately $40,300.
As  of  the  balance  sheet date, the park was 100% occupied.  This operation is
self-supporting.

     Sooner  Communications,  Inc.  - Communications has generated no revenue to
date.  Up  until  August  15, 2001, we had spent approximately $ 157,000 in cash
expenses  developing,  testing,  and attempting to interface our system with our
regional  customer.  As  of  that  date,  all  employees  of Communications were

<PAGE>

terminated, its president returned his stock, and most expenses were eliminated.
Our  Communications  president  agreed to work as needed without compensation to
oversee  the  continuing  testing of the system in order to integrate our system
into  our  regional  customer's  system.

     We  are  working  with  our regional customer to complete the interface for
voice  mail  into  the  system  of a major telecommunications provider.  Certain
issues  arose  concerning  the  network  interface  that  we believe we have now
resolved.  We expect to complete the modification and installation of the system
in  mid-January,  2002.  We  expect to complete testing of, and begin marketing,
the  voice  mail  system  by  February 1, 2002.   As such time as the voice mail
system  begins  generating  revenue,  we  will resume development of the unified
messaging  system.

Factors  That  May  Affect  Future  Results

     A  number  of  uncertainties  exist  that  may  affect our future operating
results.  These  include  the uncertain general economic conditions, the ongoing
support  of our president, R. C. Cunningham, our ability to refinance our short-
and  long-term  liabilities  on  satisfactory  terms, and our ability to acquire
sufficient  funding  to  sustain  our  operations  and  develop  new businesses.

     A  majority of these issues directly or indirectly relate to our ability to
sell  additional equity or obtain additional debt at reasonable prices or rates,
if at all.  Our company and all its subsidiaries have had unsuccessful operating
histories  and  have  been  consistently  unprofitable.  Recently,  two  of  our
subsidiaries  have  shown  positive cash flows from operations.  Our competition
would  almost  uniformly  have more resources and capital in general than we do.
If  we  expand, we will have to attract satisfactory operating personnel.  If we
or  any  of  our subsidiaries experience any substantial reversal, including but
not  limited  to  the areas discussed above, such entity may have to seek formal
court  protection  from  creditors.








<PAGE>

                          ITEM 7. Financial Statements

     The  following  financial  statements have been prepared in accordance with
the  requirements  of  Item  310(a)  of  Regulation  SB.


               Report of Independent Certified Public Accountants
               --------------------------------------------------


Board  of  Directors
Sooner  Holdings,  Inc.

We have audited the accompanying consolidated balance sheets of Sooner Holdings,
Inc.  and  Subsidiaries,  as  of  September  30,  2001 and 2000, and the related
consolidated  statements of operations, stockholders' deficit and cash flows for
the  year ended September 30, 2001 and the nine month period ended September 30,
2000.  These  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the consolidated financial position of Sooner Holdings,
Inc.  and  Subsidiaries, as of September 30, 2001 and 2000, and the consolidated
results of their operations and their consolidated cash flows for the year ended
September  30,  2001  and  the  nine  month  period  ended September 30, 2000 in
conformity with accounting principles generally accepted in the United States of
America.

As  shown  in  the  financial  statements,  the  Company  incurred a net loss of
$771,349  during  the  year  ended  September 30, 2001 and, as of that date, the
Company's  current  liabilities  exceeded current assets by $1,137,375 and total
liabilities  exceeded  total assets by $1,308,511.  These factors, among others,
as  discussed  in  Note  A  to  the  consolidated  financial  statements,  raise
substantial  doubt  about  the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note A.  The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.



GRANT  THORNTON  LLP


Oklahoma  City,  Oklahoma
November  30,  2001

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                              September  30,     September  30,
                 ASSETS                            2001               2000
                                              --------------     --------------

CURRENT  ASSETS
<S>                                            <C>                 <C>
     Cash  and  cash  equivalents              $    14,648         $   175,827
     Restricted  cash                                2,553              11,498
     Accounts  receivable                          273,291             157,037
     Other  current  assets                         45,270              21,295
                                               -----------         -----------

          Total  current  assets                   335,762             365,657

PROPERTY  AND  EQUIPMENT,  net                   4,014,710           3,080,594

INTANGIBLE ASSETS, net of accumulated
  amortization of  $837,287  in  2001
  and  $487,432  in  2000                        1,313,194           1,663,049

OTHER  ASSETS                                      404,740             478,484
                                               -----------         -----------

                                               $ 6,068,406         $ 5,587,784
                                               ===========         ===========
   LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT  LIABILITIES
     Accounts  payable                         $    96,608         $   103,082
     Accrued  liabilities                          357,544             287,204
     Deferred  revenue                              20,750              24,335
     Current  portion  of  notes  and
       royalty  payables, net  of
       discount  of  $91,753  in  2000             998,595           1,814,874
                                               -----------         -----------

          Total  current  liabilities            1,473,497           2,229,495

NOTES  PAYABLE,  less  current  portion          5,810,914           3,473,046

ROYALTY PAYABLE, less current portion
  and  net  of discount  of
  $705,595  in  2000                                92,506             422,405

COMMITMENTS  AND  CONTINGENCIES                          -                   -

REDEEMABLE COMMON STOCK - $.001 par value;
  issued and outstanding, 500,000 shares
  in  2000                                               -             468,500

STOCKHOLDERS'  DEFICIT
     Preferred stock - undesignated;
       authorized, 10,000,000  shares;
       issued  and  outstanding,  none                   -                   -
     Common stock - $.001 par value;
       authorized, 100,000,000  shares;
       issued  and  outstanding, 13,888,016
       shares in 2001 and 16,888,01  shares
       in 2000, less 500,000 shares subject
       to  repurchase in  2000                      13,888              16,388
     Additional  paid-in  capital                6,268,490           5,977,490
     Accumulated  deficit                       (7,518,889)         (6,747,540)
     Related party receivable from
       stock  purchase                             (72,000)           (252,000)
                                               -----------         -----------
                                                (1,308,511)         (1,005,662)
                                               -----------         -----------

                                               $ 6,068,406         $ 5,587,784
                                               ===========         ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

<PAGE>

                     Sooner Holdings, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                    Nine month
                                                  Year ended        period ended
                                                 September 30,     September 30,
                                                     2001              2000
                                                --------------    --------------
Revenues
<S>                                              <C>               <C>
     Commercial  leasing                         $   458,201       $   301,924
     Correctional  facility  services              2,252,327         1,240,666
                                                 -----------       -----------

          Total  revenues                          2,710,528         1,542,590

Expenses
     Cost of correctional facility services        1,010,171           513,289
     Cost  of  commercial  leasing                   116,294            63,983
     General  and  administrative                  1,211,060           785,877
     Depreciation  and  amortization                 526,443           275,564
                                                 -----------       -----------

          Total  operating expenses                2,863,968         1,638,713
                                                 -----------       -----------

          Loss  from  operations                    (153,440)          (96,123)

Other  expense  (income)
     Other  income                                   (51,388)           (9,961)
     Interest  expense                               669,297           435,218
                                                 -----------       -----------

                                                     617,909           425,257
                                                 -----------       -----------

          NET  LOSS                              $  (771,349)      $  (521,380)
                                                 ===========       ===========

Basic  and  diluted  loss  per  common  share    $      (.05)      $      (.04)
                                                 ===========       ===========

Weighted  average  common  shares  outstanding     16,427,742       13,201,885
                                                 ============      ===========
</TABLE>





        The accompanying notes are an integral part of these statements.


<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

  Year ended September 30, 2001 and nine month period ended September 30, 2000
<TABLE>
<CAPTION>
                                                Common stock         Additional                    Related         Total
                                         -------------------------     paid-in     Accumulated      party      stockholders'
                                            Shares       Amount        capital       deficit      receivable      deficit
                                         ------------  -----------  ------------  -------------  -----------  ---------------
<S>                                      <C>           <C>          <C>           <C>            <C>          <C>
Balance at January 1, 2000               8,471,350     $   8,471    $5,532,907    $(6,226,160)   $       -    $  (684,782)

Issuance  of  stock  April  29,  2000    6,250,000         6,250       368,750              -     (252,000)       123,000

Issuance  of  stock  in  satisfaction
  of  a  note  payable  to  a  related
  party                                  1,666,666         1,667        98,333              -            -        100,000

Issuance  of  redeemable  common
     stock                                 500,000             -             -              -            -              -

Accretion  of  redeemable  common
     stock                                       -             -       (22,500)             -            -        (22,500)

Net  loss                                        -             -             -       (521,380)           -       (521,380)
                                        ----------        ------     ---------     ----------     --------     ----------

Balance  at  September  30, 2000        16,888,016        16,388     5,977,490     (6,747,540)    (252,000)    (1,005,662)

Accretion  of  redeemable  common
     stock                                       -             -       (31,500)             -            -        (31,500)

Net  loss                                        -             -             -       (771,349)           -       (771,349)

Expiration  of  stock  redemption
     feature                                     -           500       499,500              -            -        500,000

Return  of  stock                       (3,000,000)       (3,000)     (177,000)             -      180,000              -
                                        ----------        ------     ---------     ----------     --------     ----------

Balance  at  September  30,  2001       13,888,016     $  13,888    $6,268,490    $(7,518,889)  $  (72,000)   $(1,308,511)
                                        ==========     =========    ==========    ===========   ==========    ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

<PAGE>

                     Sooner Holdings, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                    Nine month
                                                  Year ended      period ended
                                                 September 30,    September 30,
                                                     2001              2000
                                                --------------    -------------

Increase (Decrease) in Cash and Cash
  Equivalents

Cash  flows  from  operating  activities
<S>                                              <C>                <C>
     Net  loss                                   $  (771,349)       $(521,380)
     Adjustments to reconcile net loss to
       net  cash provided  by  (used  in)
       operating  activities
         Depreciation, amortization and
           impairment                                526,443          275,564
         Accretion of discount on notes
           and  royalty payable                      148,550          123,580
         Common stock issued for compensation              -           93,000
         Changes  in  assets  and  liabilities
           Accounts  receivable                     (116,254)         (22,374)
           Other current assets and other assets      45,640            3,211
           Accounts  payable                          (6,474)         (46,081)
           Accrued liabilities and other
             liabilities                             136,340          115,141
           Deferred  revenue                          (3,585)         (11,771)
                                                  ----------         --------

             Net  cash  provided  by
              (used  in)  operating activities       (40,689)           8,890

Cash  flows  from  investing  activities
     Purchase  of  property  and  equipment       (1,106,576)        (187,519)
     Decrease  in  restricted  cash                    8,945           24,911
                                                  ----------         --------

             Net cash  used in investing
               activities                         (1,097,631)        (162,608)

Cash  flows  from  financing  activities
     Borrowings  on  notes  payable                2,618,311          321,178
     Repayments  of  notes  payable               (1,200,170)        (225,456)
     Royalty  payments                              (441,000)          (4,076)
     Issuance  of  common  stock                           -           60,000
                                                  ----------         --------

             Net  cash  provided  by
               financing  activities                 977,141          151,646
                                                  ----------         --------

             NET  DECREASE  IN  CASH  AND
               CASH  EQUIVALENTS                    (161,179)          (2,072)

Cash and cash equivalents at beginning of period     175,827          177,899
                                                  ----------         --------

Cash and cash equivalents at end of period       $    14,648        $ 175,827
                                                  ==========         ========

Cash and cash equivalents paid during
  the  period for  interest                      $   354,902        $ 219,469
                                                  ==========         ========
</TABLE>

<PAGE>


                     Sooner Holdings, Inc. and Subsidiaries
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

  Year ended September 30, 2001 and nine month period ended September 30, 2000


Supplemental  Disclosure  of  Noncash  Investing  and  Financing  Activities

During  the  year  ended  September  30,  2001,  the  following  occurred:

     In  connection  with  noncash  stock  transactions,  the  Company recorded:

          A  reclassification  of the redeemable common stock's redemption value
         ($500,000)  to  stockholders'  deficit.

          A  reduction in notes receivable of $180,000 in exchange for 3,000,000
          shares  of  common  stock.

During  the  nine month period ended September 30, 2000, the following occurred:

     In  connection  with settlement of the lawsuit discussed in Note L, $71,910
     was  transferred  from  accrued  liabilities  to  notes  payable.

     In  connection  with  noncash  issuances  of  stock,  the Company recorded:

          In  exchange  for  500,000  shares  of  stock:  intangible  assets  of
          $396,000, property of $20,000, com-pensation of $30,000 and redeemable
          common stock  of  $446,000.

          In  exchange  for  5,200,000  shares  of  stock:  notes  receivable of
          $312,000.

          In exchange for 1,666,666 shares of stock:  a reduction in stockholder
          debt of $100,000.

          In  exchange  for  1,050,000 shares of stock:  compensation expense of
      $63,000.






        The accompanying notes are an integral part of these statements.
<PAGE>

                     Sooner Holdings, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          September 30, 2001 and 2000


NOTE  A  -  ORGANIZATION  AND  OPERATIONS

     Sooner Holdings, Inc. ("Sooner" or the "Company"), an Oklahoma corporation,
through  its  subsidiaries,  conducts  business  in  three  primary  industries.
Charlie  O  Business  Park  Incorporated  ("Business  Park")  is  engaged in the
ownership  and  rental  of  a  business  park  in  Oklahoma  City, Oklahoma.  ND
Acquisition Corp. ("NDAC") is a subsidiary of the Company which operates minimum
security  correctional  facilities.  Sooner  Communications,  Inc.
("Telecommunications"),  formed  on  April  24,  2000,  is  engaged in providing
enhanced  services  to  the  telecommunications  industry.

     The  accompanying  consolidated  financial  statements  have  been prepared
assuming  that  the  Company  will continue as a going concern.  The Company has
suffered  recurring  losses  from  operations,  has  a  stockholders' deficit of
$1,308,511  and  has  a working capital deficiency of $1,137,375 as of September
30,  2001.  These factors raise substantial doubt about the Company's ability to
continue  as  a  going concern.  Management's plans with regard to these matters
are  described  below.  The consolidated financial statements do not include any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the  Company  be  unable  to  continue  as  a  going  concern.

Management  Plans
-----------------

Realization  of  a  major  portion  of  the  Company's  assets is dependent upon
the  Company's ability to meet its financing requirements and the success of its
future  operations.  Plans  regarding  the  Company's  primary operations are as
follows  (however, there is no assurance that these objectives can be achieved):

     NDAC  -  During  the year  ended  September 30, 2001,  NDAC  used  cash  in
     operations of approximately $31,700.  During  the  year, inmate  population
     averaged  between  160 and 195  per day  at  our  Northgate  halfway  house
     operation.  Expenses  increased  in  connection  with  certification by the
     American Correctional Association  and increased  security  and  counseling
     payrolls required as a result of increased inmate  population.

     The Company acquired another facility  ("Eastgate")  to  house  up  to  150
     community-sentencing   inmates.     The  security  and  counseling  expense
     requirements of community  sentencing  are substantially less than required
     in  halfway  house  operations.  A  portion  of  the negative cash flow for
     correctional  services  is  associated  with  the  initialization  of  this
     community sentencing operation.  At such  time  as the Company attains full
     capacity  of  150 inmates  in  the  community  sentencing  operation, daily
     revenues  should  be  approximately  doubled.

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  A  -  ORGANIZATION  AND  OPERATIONS  -  CONTINUED

Management  Plans  -  Continued
-------------------------------

     The  Company  borrowed $737,017  in May  2001, to  liquidate the portion of
     the liability incurred in the purchase of New Direction Centers of America,
     LLC that was due  to  unrelated parties.  The Company had verbal assurances
     from  another  lender  to  refinance all of  the NDAC indebtedness into one
     long-term note before August 31, 2001. This financing arrangement was never
     completed.   The May  2001 note  was  restructured  as  a  long-term  note,
     renewable  annually,  on  November 28, 2001.   This  note  is  reflected as
     short-term debt in these financial statements.

     The  balance  of  the  New  Direction  Centers  of America, LLC note is due
     indirectly to two of the major stockholders.  They  have agreed to forebear
     demand and collection  until  after  September  30,  2003.

     Charlie O Business Park, Inc.  -  During the year ended September 30, 2001,
     Charlie  O  Business  Park,  Inc.  generated  a  positive  cash  flow  from
     operations of approximately $40,300.  As of September  30,  2001,  Business
     Park  was 100% occupied.  This  operation  is  self-supporting.

     Sooner Communications,  Inc. - Sooner Communications ("Telecommunications")
     has generated no revenue to  date.  Through  August  15,  2001, the Company
     spent  approximately  $ 157,000  in  developing, testing, and attempting to
     interface our  system  with  our  regional  customer.   As  of  that  date,
     all employees of Telecommunications were terminated, its president returned
     3,000,000 shares of stock (Note  H),  and  most  expenses  were eliminated.
     The  Telecommunications  president  agreed   to  work  as   needed  without
     compensation to oversee the continuing testing of the  system  in  order to
     integrate the system into the regional  customer's  system.

     The  Company is  working with a regional customer to complete the interface
     for voice  mail  into  the  system  of a major telecommunications provider.
     Certain issues  arose  concerning  the  network  interface  that management
     believes are resolved.  The modification and installation of the system  is
     expected in  mid-January  2002.  Completion of testing and marketing of the
     voice mail  system  is  expected  by February 1, 2002.  At such time as the
     voice  mail  system  begins  generating  revenue,  the  Company will resume
     development of the unified messaging system.

NOTE  B  -  SUMMARY  OF  ACCOUNTING  POLICIES

     A  summary  of  the significant accounting policies consistently applied in
     the  preparation  of  the  accompanying  consolidated  financial statements
     follows.

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  B  -  SUMMARY  OF  ACCOUNTING  POLICIES  -  CONTINUED

     1.   Principles  of  Consolidation
          -----------------------------

     The  consolidated  financial  statements  include  the  accounts  of Sooner
     Holdings,  Inc.   and  its  wholly   owned   subsidiaries.    All  material
     intercompany   accounts   and  transactions   have   been   eliminated   in
     consolidation.

     2.   Revenue  Recognition
          --------------------

     The  Company records  rental revenue on a straight-line basis over the term
     of the underlying  leases.

     Correctional  service  revenues  are  recognized as  services are provided.
     Revenues are earned based upon the number of housed offenders per day times
     the contract rate.

     3.   Cash  and  Cash  Equivalents
          ----------------------------

     The Company considers money market accounts  and  all  highly  liquid  debt
     instruments purchased with a maturity of  three  months  or less to be cash
     equivalents.   Restricted  cash  consists primarily of inmate wages held in
     trust.

     4.   Property  and  Equipment
          ------------------------

     Property  and  equipment is stated at cost.  Depreciation is provided using
     the straight-line method over estimated useful  lives  of five to 40 years.
     Maintenance, repairs and renewals, which do not materially add to the value
     of  an  asset  or  appreciably  prolong its life, are charged to expense as
     incurred.

     The  Company  reviews  long-lived  assets for impairment whenever events or
     changes in circumstances indicate that the carrying amounts of an asset may
     not  be  recoverable.   In  the  opinion  of  management, no such events or
     changes in circumstances  have  occurred.

     5.   Intangible  Assets
          ------------------

     Intangible assets consist of contract rights which resulted from a business
     acquisition and the acquisition of software licenses. These contract rights
     and software  licenses are being amortized by the straight-line method over
     nine and five  years,  respectively.

     The  Company  assesses  the  recoverability  of  intangible assets whenever
     events  or changes  in  circumstances indicate that the carrying amount may
     not be recoverable  through  future  cash  flows.

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  B  -  SUMMARY  OF  ACCOUNTING  POLICIES  -  CONTINUED

     6.   Other  Assets
          -------------

     Other  assets  include  unamortized loan commitment fees and investments in
     certificates  of deposit, carried at cost, which approximates market value.
     The loan  commitment fees are amortized using the straight-line method over
     the life of the loan, which does not  differ  materially from the effective
     interest  method.   The investment in certificates of deposit is pledged as
     collateral  on  a  long-term  note  payable   and  is  not   available  for
     current  operations.

     7.   Discounts  on  Notes  and  Royalty  Payables
          --------------------------------------------

     Discounts  on  notes  and  royalty  payables are amortized by the effective
     interest  method  over  the term of the underlying obligation. Accretion of
     discount  for  the  balloon  promissory  note was approximately $92,000 and
     $124,000  for  the  year ended September 30, 2001 and the nine month period
     ended  September  30,  2000,  respectively.

     8.   Income  Taxes
          -------------

     The  Company  provides  for  deferred  income  taxes  on  carryforwards and
     temporary  differences  between  the  bases  of  assets and liabilities for
     financial  statement  and tax reporting purposes. Additionally, the Company
     provides  a  valuation  allowance  on  deferred tax assets if, based on the
     weight  of available evidence, it is more likely than not that some portion
     or  all  of  the  deferred  tax  assets  will  not  be  realized.

     9.   Fair  Value  of  Financial  Instruments
          ---------------------------------------

     The  Company  estimates  the  fair value of its financial instruments based
     upon  existing  interest  rates  related  to  such  assets  and liabilities
     compared to current rates of interest for instruments with a similar nature
     and degree of risk. All of the Company's financial instruments are held for
     purposes  other  than trading. The Company believes that the carrying value
     of all of its financial instruments approximates fair value as of September
     30,  2001  and  2000.

     10.  Loss  Per  Common  Share
          ------------------------

     Basic  loss  per  share  has been computed on the basis of weighted average
     common shares outstanding during each period. Diluted loss per share is the
     same  as  basic  loss  per share as the Company has no outstanding dilutive
     potential  common  shares.

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  B  -  SUMMARY  OF  ACCOUNTING  POLICIES  -  CONTINUED

     11.  Use  of  Estimates
          ------------------

     The  preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that   affect  certain   reported  amounts   and  disclosures;
     accordingly,  actual  results could  differ  from  those  estimates.

12.  Reclassifications
     -----------------

     Certain  reclassifications  have been made to the 2000 financial statements
     to  conform  to  the  2001  presentation.

     13.  New  Accounting  Pronouncement
          ------------------------------

     On  July 20, 2001, the Financial Accounting Standards Board ("FASB") issued
     Statement  of  Financial  Accounting  Standards  ("SFAS")  141,  Business
     Combinations,  and  SFAS  142,  Goodwill and Intangible Assets. SFAS 141 is
     effective for all business combinations completed after June 30, 2001. SFAS
     142  is  effective  for  fiscal  years  beginning  after December 15, 2001;
     however,  certain  provisions of this Statement apply to goodwill and other
     intangible  assets  acquired between July 1, 2001 and the effective date of
     SFAS  142.  Major  provisions of these Statements and their effective dates
     for  the  Company  are  as  follows:

     -     all business combinations initiated after June  30, 2001 must use the
           purchase method  of  accounting.  The  pooling  of interest method of
           accounting is  prohibited  except  for  transactions initiated before
           July 1,  2001.
     -     intangible assets acquired in a business combination must be recorded
           separately from  good-will  if  they  arise from contractual or other
           legal rights  or  are  separable  from the acquired entity and can be
           sold, transferred, licensed, rented or exchanged, either individually
           or  as  part  of  a  related  contract,  asset  or  liability.
     -     goodwill,  as  well  as  intangible  assets  with  indefinite  lives,
           acquired  after  June  30,  2001,  will  not be amortized.  Effective
           October 1, 2001, all  previously  recognized  goodwill and intangible
           assets  with  indefinite   lives   will   no  longer  be  subject  to
           amortization.
     -     effective  October 1, 2001,  goodwill  and  intangible  assets   with
           indefinite lives  will be tested for impairment annually and whenever
           there  is  an  impairment indicator.
     -     all  acquired  goodwill  must  be  assigned  to  reporting  units for
           purposes of impairment  testing  and  segment  reporting.

     Although  it  is  still  reviewing  the  provisions  of  these  Statements,
     management's  preliminary assessment is that these Statements will not have
     a  material  impact  on  the  Company's  financial  position  or results of
     operations.

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  C  -  PROPERTY  AND  EQUIPMENT

     Property  and  equipment  is comprised of the following as of September 30:
<TABLE>
<CAPTION>
                                                    September 30,   December 31,
                                       Useful life      2001            2000
                                       -----------  -------------  -------------
<S>                                       <C>        <C>            <C>
     Land                                   -        $1,513,400     $1,311,400
     Buildings  and  improvements         12-40       3,062,735      2,187,001
     Machinery  and  equipment             3-12         207,395        178,553
     Vehicles                               5            80,968         80,968
                                                      ---------      ---------
                                                      4,864,498      3,757,922
          Less  accumulated  depreciation               849,788        677,328
                                                      ---------      ---------

                                                     $4,014,710     $3,080,594
                                                      =========      =========
</TABLE>

     Depreciation  expense  totaled  $172,460  and  $93,475  for  the year ended
     September  30,  2001  and  the  nine month period ended September 30, 2000,
     respectively.

NOTE  D  -  INTANGIBLE  ASSETS

     Intangible  assets  are  comprised  of  the  following  as of September 30:
<TABLE>
<CAPTION>
                                                        2001           2000
<S>                                                  <C>            <C>

     Contract  rights                                $1,754,481     $1,754,481
     Software  licenses                                 297,000        396,000
                                                     ----------     ----------

                                                      2,051,481      2,150,481
          Less  accumulated  amortization               738,287        487,432
                                                     ----------     ----------

                                                     $1,313,194     $1,663,049
                                                     ==========     ==========
</TABLE>

     Amortization  expense  totaled  $273,955  and  $179,068  for the year ended
     September  30,  2001  and  the  nine month period ended September 30, 2000,
     respectively.

     During  the  year  ended  September  30, 2001, certain software licenses of
     telecommunications products were determined to be impaired and written down
     to  their  estimated  fair  value.  Fair  value,  which  was  determined by
     reference to the present value of the estimated future cash inflows of such
     assets, was less than carrying value by $75,900. An impairment loss of that
     amount (included in depreciation and amortization expense) has been charged
     to  operations  in  2001.

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  E  -  OTHER  ASSETS

     Other  assets  are  comprised  of  the  following  as  of  September  30:
<TABLE>
<CAPTION>
                                                        2001            2000
                                                    -------------  -------------
<S>                                                  <C>             <C>
     Loan  commitment  fee                           $105,740        $109,868
     Certificates  of  deposit                        299,000         267,000
     Related  party  receivable                             -         101,616
                                                     --------        --------

                                                     $404,740        $478,484
                                                     ========        ========
</TABLE>

     Amortization  of  the loan commitment fee totaled $4,128 and $3,021 for the
     year ended September 30, 2001 and the nine month period ended September 30,
     2000,  respectively.

NOTE  F  -  NOTES  PAYABLE

            Notes payable consist of the following at September 30:

<TABLE>
<CAPTION>
                                                        2001            2000
                                                    -------------  -------------
<S>                                                  <C>             <C>
     Notes  payable  to  related  parties,
     interest at 10% per annum, payable on
     demand after  September  30,  2002;
     uncollateralized                                $1,029,944      $1,004,944

     Balloon  promissory  note payable to
     related party, 10% stated interest per
     annum, terms modified September 2001,
     net of discount of $91,753 at September 30,
     2000; modified  terms  call  for this note
     to be payable on demand after September 30,
     2003                                               629,200       1,239,247

     Note payable to bank, interest at New York
     prime plus 2% (effective rate 8% at
     September  30,  2001), due April 20, 2002;
     collateralized by a first mortgage on land,
     building  and  certificates  of  deposit           496,145         530,242

     Revolving  line  of  credit  with  Bank  One,
     maximum  credit limit of $35,000, interest
     payable monthly at 3.25% over bank's prime
     rate, principal payable May 2005;
     uncollateralized                                    15,268           5,000

     Installment note payable, interest at 8.8%,
     due  August  1,  2009; collateralized by
     first  mortgage  on  real  estate                2,468,102       2,484,212
</TABLE>

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  F  -  NOTES  PAYABLE  -  CONTINUED

<TABLE>
<CAPTION>
                                                        2001            2000
                                                    -------------  -------------
<S>                                                  <C>             <C>
     Note  payable to bank, interest at 8.5%,
     principal and interest due November 28,
     2002;  collateralized by first mortgage
     on  real  estate                                   737,017                -

     Note payable to bank, interest payable
     monthly at prime plus 1% (effective rate
     7% at September 30, 2001), due August 12,
     2002; collateralized by second mortgage
     on  real  estate                                   422,950                -

     Installment note payable to corporation,
     interest  at  8%; due May 8, 2016;
     collateralized by first mortgage on
     land  and  building                                988,325                -

     Note payable to related  party,  interest
     at  10%, due on demand                                   -           17,842
                                                      ---------        ---------
                                                      6,786,951        5,281,487
          Less  current  portion                        976,037        1,808,441
                                                      ---------        ---------

                                                     $5,810,914       $3,473,046
                                                      =========        =========
</TABLE>

     Aggregate future  maturities of  notes payable at September 30, 2001 are as
     follows:
<TABLE>
<CAPTION>
          Year  ending  September  30
<S>                                                  <C>
               2002                                  $  976,037
               2003                                   1,828,802
               2004                                     696,362
               2005                                      88,210
               2006                                      79,221
               Thereafter                             3,118,319
                                                      ---------

                                                     $6,786,951
                                                      =========
</TABLE>

NOTE  G  -  ROYALTY  PAYABLE

     As  a  part  of  a  business  acquisition,  the  Company  assumed a royalty
     payable  to  an  individual. The agreement required monthly payments of the
     greater  of  $6,000 or 6% of the total gross monthly income of NDAC through
     April  2017.  Future  minimum payments under this agreement were $1,200,000
     and  a  discount  of $934,260 was imputed at the date of purchase. Interest
     expense  for  the  year  ended September 30, 2001 and the nine month period
     ended  September  30,  2000  was  approximately  $57,000  and  $50,000,
     respectively.

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  G  -  ROYALTY  PAYABLE  -  CONTINUED

     Effective September 24, 2001, the Company modified this agreement by making
     a  cash  payment  of  $375,000 and issuing a 7%, $100,000, uncollateralized
     note  payable.  No  gain or loss was recognized on the modification and the
     carrying  value  of  the  note  is  approximately  $115,000.

     Aggregate  future  principal maturities of the royalty payable at September
     30, 2001  are  as  follows:

<TABLE>
<CAPTION>
          Year  ending  September  30
<S>                                                  <C>
                2002                                 $  22,558
                2003                                    22,937
                2004                                    23,517
                2005                                    24,111
                2006                                    21,941
                                                      --------
                                                       115,064
          Less  current  portion                        22,558
                                                      --------

                                                     $  92,506
                                                      ========
</TABLE>

NOTE  H  -  STOCKHOLDERS'  DEFICIT

     Common  Stock
     -------------

     Effective  April 29, 2000, the Company entered into an agreement to acquire
     certain  software  licenses,  hardware and services in exchange for 500,000
     shares  of  the  Company's restricted common stock, which were subject to a
     put  feature.  As of that date, the Company believed the value of the stock
     to  be  $.06  per share, or $30,000, and the value of the put feature to be
     $416,000.

     The  stock  was  recorded  as  redeemable  common  stock  and excluded from
     stockholders'  deficit.  The  difference  between the carrying value of the
     stock  and  its  redemption  value  was  accreted  by  periodic  charges to
     additional  paid-in  capital. During the year ended September 30, 2001, the
     put  feature  expired  and  the redeemable common stock was reclassified to
     stockholders'  deficit.

     On April 27, 2000, a $100,000 note payable to a related party was converted
     to  equity,  using  the  quoted market price on the date of the transaction
     ($.06  per  share).  This  resulted  in the issuance of 1,666,666 shares of
     common  stock.

     On  April  29, 2000, the Company issued 6,250,000 shares of common stock to
     employees  and  nonemployees  in  exchange  for  services  of approximately
     $63,000  and  notes  receivable  of  $312,000.

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  H  -  STOCKHOLDERS'  DEFICIT  -  CONTINUED

     Common  Stock  -  Continued
     ---------------------------

     On  August  6,  2001,  the  Company received 3,000,000 shares of its common
     stock  in  exchange for the cancellation of a note receivable in the amount
     of $180,000.

     Preferred  Stock
     ----------------

     The  Company's  authorized  capital includes 10,000,000 shares of preferred
     stock, undesignated as to par value. The Board of Directors of the Company,
     in  its  sole  discretion,  may  establish  par value, divide the shares of
     preferred  stock  into  series  and  fix  and  determine the dividend rate,
     designations,  preferences,  privileges  and ratify the powers, if any, and
     determine  the  restrictions and qualifications of each series of preferred
     stock  as established. No shares of preferred stock have been issued by the
     Company  as  of  September  30,  2001.

     Employee  Stock  Option  Plan
     -----------------------------

     The  Company has a stock option plan ("1995 Plan") for directors, officers,
     key  employees, and consultants covering 2,000,000 shares of Company common
     stock.  Options  granted under the 1995 Plan may be either "incentive stock
     options",  as  defined  in  Section  422A  of the Internal Revenue Code, or
     "nonqualified stock options", subject to Section 83 of the Internal Revenue
     Code,  at  the discretion of the Board of Directors and as reflected in the
     terms  of  the written option agreement. The option price shall not be less
     than  100%  (110% if the option is granted to a stockholder who at the time
     the  option  is  granted owns stock representing more than 10% of the total
     combined  voting  power of all classes of stock of the Company) of the fair
     market  value  of  the  optioned  common  stock on the date the options are
     granted. Options become exercisable based on the discretion of the Board of
     Directors  but  must be exercised within ten years of the date of grant. On
     June  21,  2000, the Company granted 600,000 options to purchase its common
     shares  to  an  officer  and  director.  Such options expire June 21, 2003.

     The Company uses the intrinsic value method to account for its stock option
     plan  in  which  compensation is recognized only when the fair value of the
     underlying  stock  exceeds  the exercise price of the option at the date of
     grant.  The  exercise price of all options equaled or exceeded market price
     of  the  stock  at the date of grant. Accordingly, no compensation cost has
     been  recognized  for  the  options  issued.  Had  compensation  cost  been
     determined  based  on the fair value of the options at the grant dates, the
     Company's  net loss and loss per share would have been increased to the pro
     forma  amounts  as  indicated  below.

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  H  -  STOCKHOLDERS'  DEFICIT  -  CONTINUED

     Employee  Stock  Option  Plan  -  Continued
     -------------------------------------------
<TABLE>
<CAPTION>
                                                                 Nine  month
                                               Year  ended      period  ended
                                              September  30,    September  30,
                                                   2001              2000
                                              --------------    --------------
     Net  loss
<S>                                             <C>               <C>
          As  reported                          $(771,349)        $(521,380)
          Pro  forma                            $(776,533)        $(522,676)
</TABLE>

<TABLE>
<CAPTION>
                                                                 Nine  month
                                               Year  ended      period  ended
                                              September  30,    September  30,
                                                   2001              2000
                                              --------------    --------------
     Loss  per  share
<S>                                             <C>               <C>
          As  reported                          $    (.05)        $    (.04)
          Pro  forma                            $    (.05)        $    (.04)
</TABLE>

     The  fair  value  of each grant is estimated on the date of grant using the
     Black-Scholes  option-pricing  model  with  the  following weighted-average
     assumptions  used  for  grants  in  2000:  No  expected dividends; expected
     volatility  of  38%, risk-free interest rate of 6.56% and expected lives of
     three  years.

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

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


     A  summary of the status of the Company's stock option plan as of September
     30,  2001  and 2000 and changes during the year and nine month period ended
     are presented  below.
<TABLE>
<CAPTION>
                                           2001                   2000
                                               Weighted                Weighted
                                                average                 average
                                               exercise                exercise
                                    Shares       price       Shares      price
                                   --------    --------     --------   --------
     Outstanding  at  beginning
<S>                                <C>           <C>        <C>          <C>
          of  period               600,000       $0.33            -      $   -
               Granted                   -       $   -      600,000      $0.33
               Exercised                 -       $   -            -      $   -
               Forfeited                 -       $   -            -      $   -
                                   -------        ----      -------       ----

     Outstanding  at  end  of
          period                   600,000       $0.33      600,000      $0.33
                                   =======                  =======

     Options  exercisable  at
          period  end              600,000       $0.33      600,000      $0.33

     Weighted average fair
          value of options
          granted during
          the  period                             N/A       Nominal
</TABLE>

     The  following table summarizes information about fixed-price stock options
     outstanding  at  September  30,  2001:

<TABLE>
<CAPTION>
                           Options outstanding              Options exercisable
                -----------------------------------------  ---------------------
                                Weighted-
                                 average     Weighted-                 Weighted-
                    Number      remaining     average       Number      average
                 outstanding   contractual    exercise    exercisable   exercise
                 at 9/30/00       life         price      at 9/30/00     price
                ------------- ------------- -----------  ------------- ---------
Exercise price
<S> <C>             <C>           <C>          <C>          <C>          <C>
    Exercise price  600,000       1.75  years  $0.33        600,000      $0.33
        $0.33
</TABLE>

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  I  -  INCOME  TAXES

     The Company's effective income tax rate differed from the federal statutory
     rate  of  34%  as  follows  for  the  periods  ended  September  30:
<TABLE>
<CAPTION>
                                                       2001            2000
                                                  --------------  --------------
<S>                                                <C>             <C>
     Income taxes at federal statutory rate        $  (262,259)    $  (177,269)
     Change in valuation allowance, net of
       change in estimate of deferred tax
       liability                                       397,610         163,212
     State income taxes at statutory rate              (43,196)        (28,491)
     Effect  of  graduated  rates                       (8,950)         (1,525)
     Revisions  of  prior  year  estimates             (74,850)         24,094
     Other, including revisions of prior
       year  estimates                                  (8,355)         19,979
                                                   -----------     -----------

               Total  tax  benefit                 $         -     $         -
                                                   ===========     ===========
</TABLE>

     Components  of  deferred  taxes  are  as  follows  at  September  30:
<TABLE>
<CAPTION>
                                                       2001            2000
                                                  --------------  --------------
     Assets
<S>                                                <C>             <C>
          Property  and  equipment                 $    29,177     $    32,500
          Intangible  assets                           120,673         217,977
          Tax  loss  carryforward                    1,937,376       1,878,584
          Valuation  allowance                      (2,081,542)     (1,683,932)
                                                     ---------       ---------

                                                         5,684         445,129
     Liabilities
          Royalty payable and accrued liabilities       (5,684)       (445,129)
                                                    ----------      ----------

               Total                               $         -     $         -
                                                    ==========      ==========
</TABLE>

     The  valuation allowance increased $397,610 and $163,212 for the year ended
     September  30,  2001  and  the  nine month period ended September 30, 2000,
     respectively.

     A  valuation  allowance for deferred tax assets is required when it is more
     likely  than  not  that some portion or all of the deferred tax assets will
     not  be  realized.  The  ultimate  realization  of  this deferred tax asset
     depends  on  the Company's ability to generate sufficient taxable income in
     the  future.  Manage-ment  believes  it  is  more  likely than not that the
     deferred  tax  asset  will  not  be  realized  by future operating results.

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  I  -  INCOME  TAXES  -  CONTINUED

     At September 30, 2001, the Company has net operating loss carryforwards for
     income  tax  purposes  as  follows:
<TABLE>
<CAPTION>
                 Expiration  date
<S>                                                       <C>
                       2002                               $     61,000
                       2003                                    580,000
                       2004                                    759,000
                       2005                                    646,000
                       2006                                    390,000
                       2007                                    256,000
                       2008                                    707,000
                       2009                                    244,000
                       2010                                    358,000
                       2013                                     29,000
                       2018                                    280,000
                       2019                                     96,000
                       2020                                    274,000
                       2021                                    300,000
                                                           -----------

                                                          $  4,980,000
                                                           ===========
</TABLE>

NOTE  J  -  RELATED  PARTY  TRANSACTIONS

New  Directions  Centers  of  America  LLC
------------------------------------------

     As  part  of  a  business  acquisition  effective June 1, 1998, the Company
     issued  a  note  payable to New Directions Centers of America LLC ("NDLLC")
     which  is  owned  partially  (24%) by the Company's president and chairman.

     Related  Party  Obligations
     ---------------------------

     The  following  table  reflects  amounts  owed  to  related  parties  as of
     September  30:
<TABLE>
<CAPTION>
                                      2001                         2000
                           ---------------------------- ----------------------------
                              Notes    Accounts payable    Notes    Accounts payable
                             Payable,    and accrued      Payable,    and accrued
                               net       liabilities        net       liabilities
                           ----------- ---------------- ----------- ----------------
     President  and
<S>                        <C>           <C>            <C>           <C>
          Chairman         $  729,944    $  195,276     $  704,944    $  118,334
     Aztore Holdings, Inc.     300,000        57,390        300,000        27,513
     NDLLC                    629,200             -      1,239,247             -
     David  Talbot                  -             -         17,842             -
                           ----------    ----------     ----------    ----------
     Total related party
          liabilities      $1,659,144    $  252,666     $2,262,033    $  145,847
                           ==========    ==========     ==========    ==========
</TABLE>

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           September 30, 2001 and 2000


NOTE  J  -  RELATED  PARTY  TRANSACTIONS  -  CONTINUED

The  Company  has an account receivable from NDLLC related to legal fees paid by
the  Company on behalf of NDLLC in defense of a lawsuit.  The receivable balance
at  September  30,  2000 was $101,616.  This amount was written off during 2001.

In  addition,  at  September 30, 2001, the president and chairman has personally
guaranteed  $496,145  of  the  Company's  notes  payable  (see  Note  F).

NOTE  K  -  LEASES

The  Company's  subsidiary,  Business  Park, leases commercial business sites to
several  different entities.  Minimum future rentals on noncancelable leases are
as  follows  at  September  30,  2001:
<TABLE>
<CAPTION>
<S>                                                    <C>
                 2002                                  $387,834
                 2003                                   252,139
                 2004                                    85,500
                 2005                                    30,000
                 2006                                    24,000
                 Thereafter                               2,000
                                                       --------

                                                       $781,473
                                                       ========
</TABLE>

NOTE  L  -  COMMITMENTS  AND  CONTINGENCIES

     During  1998,  a lawsuit was filed by Talbot against the Company related to
     the  purchase  of  NDLLC and Horizon Lodges of America, Inc. On January 18,
     2000,  a  settlement  was  reached.  The terms of the settlement included a
     payment of approximately $76,000 by the Company to Talbot during 2000 and a
     deferred payment of approximately $11,000 as consideration for dropping all
     claims  against  the  Company.

     On  June  4, 2001, Talbot Investment Company was awarded a judgment against
     the  Company  of approximately $57,000 for payment of real estate and lease
     commissions  from Business Park. The award has been appealed by the Company
     and  management, upon advice by counsel, believes it is likely the judgment
     will  be reversed; as such, a provision for the award has not been recorded
     in  the  accompanying  financial  statements.

     The Company is involved in certain other administrative proceedings arising
     in  the  normal  course  of  business.  In  the opinion of management, such
     matters  will  be resolved without material effect on the Company's results
     of  operations  or  financial  condition.

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  M  -  SEGMENT  INFORMATION

     The  Company operates in the following three segments:  commercial leasing,
     correctional  facility  and  telecommunications. Information concerning the
     Company's  business  segments  is  as  follows  as  of  and  for  the:
<TABLE>
<CAPTION>
                                                                   Nine month
                                                 Year ended       period ended
                                                 September 30,    September 30,
                                                     2001              2000
                                                --------------    --------------
     Revenues
<S>                                              <C>               <C>
          Commercial  leasing                    $   458,201       $   301,924
          Correctional  facility                   2,252,327         1,240,666
                                                 -----------       -----------

               Total                             $ 2,710,528       $ 1,542,590
                                                 ===========       ===========

     Segment  earnings  (loss)
          Commercial  leasing                    $    42,771       $    15,873
          Correctional  facility                    (292,607)         (175,028)
          Telecommunications                        (345,955)         (231,779)
          Corporate                                 (175,558)         (130,446)
                                                 -----------       -----------

               Total                             $  (771,349)      $  (521,380)
                                                 ===========       ===========

     Identifiable  assets
          Commercial  leasing                    $  2,874,867      $ 2,586,649
          Correctional  facility                    3,163,243        2,415,657
          Telecommunications                          270,607          456,272
          Corporate                                   891,138        1,001,482
          Eliminations                             (1,131,449)        (872,276)
                                                 -----------       -----------

               Total                             $  6,068,406      $ 5,587,784
                                                 ============      ===========

     Depreciation  and  amortization
          Commercial  leasing                    $     79,500      $    56,101
          Correctional  facility                      256,874          178,792
          Telecommunications                          189,209           40,368
          Corporate                                       860              303
                                                 -----------       -----------

               Total                             $    526,443      $   275,564
                                                 ============      ===========
</TABLE>

<PAGE>
                     Sooner Holdings, Inc. and Subsidiaries
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2001 and 2000


NOTE  M  -  SEGMENT  INFORMATION  -  CONTINUED

<TABLE>
<CAPTION>
                                                                   Nine month
                                                 Year ended       period ended
                                                 September 30,    September 30,
                                                     2001              2000
                                                --------------    --------------
<S>                                              <C>               <C>
     Additions  to  long-lived  assets
          Commercial  leasing                    $     34,084      $    40,381
          Correctional  facility                    1,065,981           64,269
          Telecommunications                            6,511          492,846
          Corporate                                         -            6,023
                                                 ------------      -----------

               Total                             $  1,106,576      $   603,519
                                                 ============      ===========

     Interest  expense
          Commercial  leasing                    $    223,816      $   166,297
          Correctional  facility                      385,736          229,343
          Corporate                                    59,745           39,578
                                                 ------------      -----------

               Total                             $    669,297      $   435,218
                                                 ============      ===========
</TABLE>

     Identifiable  assets  are  those assets used in the Company's operations in
     each  area.  Corporate income includes general and administrative costs and
     corporate assets consist  primarily  of  cash  and  other  current  assets.

NOTE  N  -  SIGNIFICANT  CUSTOMERS

     The  Company  contracts  with  various  governmental  agencies  to  provide
     correctional  services.  The contracts generally specify for the Company to
     provide  correctional services, including complete residential services. As
     of  September  30,  2001 and 2000, the Company had one significant contract
     with  the  Oklahoma  Department  of  Corrections.  Compensation paid to the
     Company  is  based  on a per-person, per-day basis. Revenues generated from
     this  contract  during 2001 and 2000 comprised 76% and 80% of total Company
     revenues,  respectively.  This  contract  is  renewable  annually.

<PAGE>
    ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                              FINANCIAL DISCLOSURES

     None.

                                    PART III
                ITEM 9. Directors, Executive Officers, Promoters
                      and Control Persons; Compliance with
                        Section 16(a) of the Exchange Act

Directors  of  Sooner  Holdings,  Inc.

     Our  current  directors  and  their  principal occupation are listed below.
R.C.  Cunningham  III  is  the  son  of  R.C.  Cunningham  II, the president and
chairman.  The  ownership  amount  and  percent  represents shares of our common
stock  beneficially  owned  by  each  of  them  as  of  December  15,  2001:
<TABLE>
<CAPTION>
                                                                 Ownership (1)
                            Director                           -----------------
       Name           Age    Since     Principal Occupation     Amount   Percent
--------------------- ----  --------  -----------------------  --------- -------
<S>                    <C>  <C>       <C>                      <C>        <C>
R.C.  Cunningham  II   74   06/01/89  Chairman  and
                                      President,  Sooner
                                      Holdings,  Inc.          6,394,081  46.0

Ron  Alexander,        59   12/31/99  Vice President, ND
Sr. (2)                      (appt    Acquisition Corp.        1,442,000  10.4
                            12/31/99

Brian  Bothroyd        38   04/25/00  President, Sooner              -0-   -0-
                                      Communications, Inc.

R.C. Cunningham III    36   07/03/97  Vice President,
                                      Sooner Holdings, Inc.       72,129    *
-------------------------
</TABLE>

*     Less  than  1%

(1)     The  amount  and  percent  of  ownership is based on the total shares of
        common stock outstanding of 13,888,016 shares as of December  15,  2001.

(2)     Includes  242,000  shares owned by C&R Investments, LLC ("CRI") of which
        Mr. Alexander is  president  and  sole  owner  (see  further  discussion
        under  "Relationship  with   C&R  Investments"  under  Item 12 - Certain
        Relationships and Related  Transactions).

Directors  of  the  Subsidiaries.
<TABLE>
<CAPTION>
                                                                       Director
       Name           Age     Principal Occupation       Subsidiary     Since
--------------------- ---- -------------------------- --------------- ----------
<S>                    <C> <C>                        <C>              <C>
R.C. Cunningham II     74  Chairman  and  President,  CO Park          06/01/89
                           Sooner Holdings, Inc.      NDAC             09/04/97
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                    <C> <C>                        <C>              <C>
R.C. Cunningham III    36  Vice President, Secretary  CO  Park         07/03/97
                           Sooner  Holdings,  Inc.    NDAC             09/04/97
</TABLE>

Resumes of Directors

     R.C.  Cunningham II.  Mr. Cunningham has been our chairman of the board and
president  since  June  1988  and  its  subsidiaries  since  their  respective
inceptions.  From  1965 to 1986, Mr. Cunningham was in the construction business
as  CEO  and  owner  of Rayco Construction Company.  Mr. Cunningham continues to
serve  as  president  of  Midwest  Property  Management and Service Co., Inc., a
company  involved  in  real  estate  property  management.

     R.C.  Cunningham III.  Mr. Cunningham has been the secretary and a director
of  Sooner  Holdings,  Inc.  since July 1997 and the treasurer since March 1998.
Mr.  Cunningham has also been the secretary of two of its subsidiaries:  Charlie
O  Beverages, Inc. and CO Park since July 1997 and of NDAC since September 1997.
From  May  1988  to  June  2000,  Mr.  Cunningham was continuously employed as a
mortgage  banker  with  various lending institutions.  In June of 2000 he joined
Sooner  Holdings full time as vice president.  Mr. Cunningham has a BA Degree in
real  estate  finance  from  the  University  of  Oklahoma.

     Ronnie  M.  Alexander,  Sr.  Mr.  Alexander  became  a  director  of Sooner
Holdings, Inc. in 1999 and has been president of NDAC since January 1, 2001, and
director  of operations of NDAC since 1996.   His employment background includes
various  sales  positions,  commercial real estate broker, and retail management
positions.  Mr.  Alexander  holds  a  degree  from  the  University of Oklahoma.


Executive  Officers,  Promoters  and  Control  Persons

     Our  current  executive  officers  as  of  September  30,  2001,  or  our
subsidiaries  and  their  positions  held in the Company or its subsidiaries are
listed  in  the  table  below.  Officers  are  appointed  by  the  board.  R.C.
Cunningham  III  is  the  son of R.C. Cunningham II, the president and chairman.
<TABLE>
<CAPTION>
       Name          Age                  Title                    Officer Since
       ----          ---                  -----                    -------------
<S>                   <C>       <C>                                   <C>
R.C. Cunningham II    74        CEO and President, Sooner             06/01/88*
                                Holdings,  Inc.
                                CEO and President, Charlie O          03/15/91*
                                Business  Park Incorporated           09/04/97*
                                CEO,  ND  Acquisition  Corp.
                                Secretary, Sooner Communications,     04/26/00
                                Inc.

Ron Alexander, Sr.    59        President,  ND  Acquisition Corp      06/01/98

Brian Bothroyd        38        President, Sooner Communications,
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                   <C>       <C>                                   <C>
                                Inc.                                  04/25/00*
                                Secretary, Sooner Holdings, Inc.      07/03/97
                                Treasurer, Sooner Holdings, Inc.      03/31/98
                                Secretary and Treasurer, Charlie O
                                Business  Park Incorporated           07/03/97
                                Secretary and Treasurer, ND
                                Acquisition Corp.                     09/04/97*

R.C. Cunningham III   36        Vice President, Sooner Holdings, Inc. 07/01/00*
--------------------------
</TABLE>

*     Date  of  inception  of  the  respective  companies.


Compliance  with  Section  16(a)  of  the  Exchange  Act

     Section  16(a) of the Exchange Act requires our officers and directors, and
persons who own more than 10% of a registered class of our equity securities, to
file certain reports regarding ownership of, and transactions in, our securities
with  the  Securities  and  Exchange  Commission  (the  "SEC").  Such  officers,
directors and 10% stockholders are also required by SEC rules to furnish us with
copies  of  all  Section  16(a)  forms  that  they  file.

     Based  solely  on  a  review of the copies of such forms received by it, or
written  representations  from certain reporting persons, we believe that during
fiscal  2001  all  the  reporting  persons  complied  with  Section 16(a) filing
requirements.

                        ITEM 10. Executive Compensation

The  table  below  sets forth all compensation awarded to, earned by, or paid to
our  executive  officers  during  the  last  three  years:

<TABLE>
<CAPTION>
                                                            Long Term Compensation
                                                            ----------------------
                                                              Awards                Payouts
                                                            ----------              -------
                       Annual Compensation                              Securities
----------------------------------------------------------  Restricted  Underlying
     Name and                                 Other Annual     Stock     Options/    LTIP      All Other
Principal Position     Year   Salary   Bonus  Compensation    Awards       SARS     Payouts  Compensation
--------------------  ------  -------  -----  ------------  ----------  ----------  -------  ------------
<S>                    <C>    <C>      <C>            <C>         <C>         <C>      <C>           <C>
R. C Cunningham, II,   2001   $ 30,200       0        0           0           0        0             0
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                    <C>    <C>      <C>            <C>         <C>         <C>      <C>           <C>
  CEO                  2000   $      0       0        0           0           0        0             0
                       1999   $      0       0        0           0           0        0             0
Ronnie M. Alexander,   2001   $120,000 $14,329        0           0           0        0       $23,705
  Director and         2000   $ 55,000       0        0           0           0        0       $11,628
  President,           1999   $      0       0        0           0           0        0             0
  NDAC
R. C. Cunningham,      2001   $ 18,470       0        0           0           0        0        $1,272
  III, Director,       2000   $  5,540       0        0           0           0        0             0
  Secretary, and       1999   $      0       0        0           0           0        0             0
  Treasurer
Brian K. Bothroyd,     2001   $ 20,000       0        0           0           0        0        $4,476
  President,           2000   $ 55,000       0        0           0           0        0             0
  Communications       1999   $      0       0        0           0           0        0             0
------------------------------------------------------------------------------------------------------
</TABLE>

Stock  Options.  We  have  adopted  a  Year  2000  Stock  Option Plan, the major
provisions  of  which  Plans  are  as  follows:

     Options  granted  under the plans may be "employee incentive stock options"
as defined under Section 422 of the Internal Revenue Code or non-qualified stock
options,  as determined by the option committee of the board of directors at the
time  of grant of an option.  The plans enable the option committee of the board
of  directors  to  grant  up  to  two  million  stock  options  to employees and
consultants  from  time  to  time.  The  option committee has granted options as
follows:
<TABLE>
<CAPTION>
                                             No.  of
                                             Shares
                              Expiration     Subject             Exercise
                                  Date      to  Option             Price
                              ----------    ----------           --------
<S>                            <C>            <C>                 <C>
Melissa  S.  Fletcher          06-21-03       300,000             $0.333
R.C.  Cunningham  III          06-21-03       300,000             $0.333
</TABLE>

Directors.  There  are  no  arrangements  pursuant  to  which  our directors are
compensated  for  their  services  as  a  director.

Employment  Contracts.  We  have  no employment contracts with any person or any
compensatory  plan  or  arrangement  with  any person that would result from the
resignation,  retirement  or any other termination of a person's employment with
us or our subsidiaries or from a change in control of the company or a change in
a  person's  responsibilities  following  a  change  in  control of the company.

Bonuses  and  Deferred  Compensation

     We  paid  no  cash  bonuses  to any executive officer during the year ended
September  30,  2001.  We  did  not  have  any  deferred  compensation  plan  or
arrangement pursuant to which benefits, remuneration, value, or compensation was
or  is to be granted, awarded, entered, set aside, or accrued for the benefit of
any  of  our  executive  officers  as  of  September  30,  2001.

Compensation  Pursuant  to  Plans  Including  Pension,  Stock  Option, and Stock
Appreciation  Rights  Plans

<PAGE>

     As  of  December 15, 2001, other than our 2000 Stock Option Plan, we do not
have  any  stock  appreciation  rights  plans, phantom stock plans, or any other
incentive  or  compensation  plan  or  arrangement  pursuant  to which benefits,
remuneration,  value, or compensation was or is to be granted, awarded, entered,
set  aside,  or  accrued  for  the  benefit  of  any  of our executive officers.


Termination  of  Employment  and  Change  of  Control  Arrangement

     During  the  year  ended  September  30,  2001,  no  officer,  director, or
principal  shareholder  either  received  or is to receive any remuneration as a
result  of  either  the  termination  of  such  person's  employment  whether by
resignation,  retirement, or otherwise; or a change of control of the Company or
a  change in such individual's responsibilities following a change in control of
the  Company.


                     ITEM 11. Security Ownership of Certain
                        Beneficial Owners and Management

     The  table  below  sets  forth certain information regarding the beneficial
ownership of our common stock as of December 15, 2001 by each shareholder who is
known by us to be the beneficial owner of more than 5% of our voting securities,
by each director and by each executive officer and by all directors and officers
as  a  group.
<TABLE>
<CAPTION>
                                       Number of
        Names and Addresses of           Common        Percent of
          Beneficial Owners            Shares (1)         Class
     -----------------------------    -----------    ----------------
<S>                                    <C>                <C>
R. C. Cunningham II (5)
2680  W.  Interstate  40
Oklahoma  City,  OK  73108             6,394,081          46.04%

Sheldon  L.  Miller  (2)
3000  Town  Center,  Ste.  1700
Southfield,  MI  48075                   502,718           3.62%

Michael  S.  Williams  (3)
3710  E.  Kent  Drive
Phoenix,  AZ  85044                    1,006,256           7.25%

Lanny  R.  Lang  (4)
3536  E.  Saltsage  Drive
Phoenix,  AZ  85044                      729,183           5.25%

R.  C.  Cunningham  III  (5)
6408  Boulevard  View
Alexandria,  VA  22307                    72,129              *

Ron  Alexander,  Sr.  (6)(7)(8)
2901  McGee  Street
Norman,  OK  73072                     1,442,000         10.38%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                    <C>                <C>
All officers and directors as
  a group (4 persons)                  7,908,210          56.94%
--------------------------
</TABLE>

*     less  than  1%

     Unless  otherwise  indicated,  to  our  knowledge,  each  person  or  group
possesses sole voting and sole investment power with respect to the shares shown
opposite  the  name of such person or group.  Shares not outstanding, but deemed
beneficially  owned  by  virtue of the right of a person or member of a group to
acquire  them  within  60 days, are treated as outstanding only when determining
the  amount  and  percent  owned  by  such  person  or  group.

(1)  The  number  of  shares  and  percent  are  based on  the current number of
     shares  of  common  stock  outstanding  of  13,888,016  shares.

(2)  Mr.  Miller  owns  approximately  30%  of  Aztore, which he  received under
     that  company's bankruptcy  plan,  but  has  waived  dispositive control of
     shares owned by  Aztore and,  therefore,  such  shares  are  not  included.

(3)  Includes  384,809  shares  owned  by  Aztore of  which   Mr.  Williams   is
     President and CEO (see further discussion under  "Relationship  with Aztore
     Holdings,  Inc."  under   Item  12.   Certain  Relationships   and  Related
     Transactions).

(4)  Includes  15,661 shares  of  common stock owned by Lang Financial Services,
     Inc.  of  which  Mr. Lang is the President and sole owner. Includes 384,809
     shares  owned  by  Aztore of which Mr. Lang is Secretary and Treasurer (see
     further  discussion  under "Relationship  with Aztore Holdings, Inc." under
     Item  12. Certain  Relationships  and  Related  Transactions).

(5)  An  officer  and  director  of  Sooner  Holdings,  Inc

(6)  A  director  of  Sooner  Holdings,  Inc.

(7)  An  officer  of  a  subsidiary.

(8)  Includes  242,000  shares  of  common  stock  owned by  C&R Investments  of
     which  Mr.  Alexander  is  the  President  and  sole  owner.


Forward-Looking  Statements

     Certain  statements  and  information  contained  in  this report under the
headings  "Description of Business" and "Management's Discussion and Analysis or
Plan  of Operation" concerning future, proposed, and our anticipated activities,
certain  trends  with respect our revenue, operating results, capital resources,
and  liquidity  or  with  respect  to  the markets in which we compete and other
statements  contained  in  this report regarding matters that are not historical
facts  are forward-looking statements, as such term is defined in the Securities
Act.  Forward-looking  statements,  by  their  very  nature,  include  risks and
uncertainties,  many  of  which  are  beyond  our  control.  Accordingly, actual
results  may  differ,  perhaps materially, from those expressed in or implied by
such  forwarding-looking  statements.

            ITEM 12. Certain Relationships and Related Transactions

<PAGE>

     We  have adopted a policy that any transactions with directors, officers or
entities  of  which  they are also officers or directors or in which they have a
financial interest, will only be on terms consistent with industry standards and
approved  by  a  majority  of the disinterested directors of the Board and based
upon  a  determination that these transactions are on terms no less favorable to
us  than  those  which  could  be  obtained by unaffiliated third parties.  This
policy could be terminated in the future.  In addition, interested directors may
be  counted in determining the presence of a quorum at a meeting of the Board or
a  committee  thereof  which  approves  such  a  transaction.

     We  consider  the  following  transactions  to be significant of disclosure
pursuant to Regulation 228.404 of Regulation S-B.  Any references to Notes refer
to the Notes to the Consolidated Financial Statements included in Item 7 of this
Form  10-KSB  (the  "2001  10-KSB").



Relationship  with  Aztore  Holdings,  Inc.  (formerly  ShareData  Inc.)

     Effective  November  1,  1999,  we  reached  an  agreement  with Aztore and
associated  companies  to  exchange  approximately $450,000 in notes payable and
accrued  interest.  In  exchange  for the notes payable and accrued interest, we
issued  two  notes  for  $120,000  and  $180,000  bearing  interest at 10%, with
preferential liquidation terms.  This transaction resulted in a non-cash gain to
us  of  approximately  $107,000,  net  of  tax.


Relationship  with  R.C.  Cunningham  II

     Mr.  Cunningham  has  personally  guaranteed  all  of  our  notes  payable.



                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

                                                                     Page no.
   Item No.                     Description                         (footnote)
   --------                     -----------                         ----------

3.1 thru 3.3      Articles of Incorporation, By-Laws and
                  Amendments thereto                                    (1)

10.1 thru 10.11   Material contracts                                    (1)

10.12             Option Agreement by and between Sooner
                  Holdings, Inc., ND Acquisition Corp.,
                  New  Direction  Centers  of America, LLC,
                  and Horizon Lodges of America, Inc. dated
                  September  9,  1997                                  (2)

10.13             Purchase and Sale Agreement dated May 7, 1998        (2)

<PAGE>

10.15             Promissory  Note  between Sooner Holdings,
                  Inc. and Bulldog Investment Company,  an
                  Arizona  limited  liability  company                 (3)

10.16             Promissory  Note  between  Sooner  Holdings,
                  Inc. and Aztore  Holdings, Inc., an Arizona
                  corporation                                          (3)

10.17             Agreement  Re:  Debt  Cancellation  and
                  Release  of  Liability  dated November 1, 1999
                  between Sooner Holdings, Inc., Bulldog
                  Investment Company, LLC, and Aztore  Holdings, Inc.   (3)

19.1 thru 19.6    Other agreements                                     (1)

22.1              Subsidiaries of the registrant                       (4)

Footnotes:
----------

(1)     Incorporated by reference to our Form 10-KSB for the year ended December
        31,  1995  (file  no.  0-18344).
(2)     Filed  as  an  Exhibit  to  our  Form 8-K, filed June 23, 1999 (file no.
        0-18344).
(3)     Filed  as  an Exhibit to our Form 10-KSB, filed April 20, 2000 (file no.
        0-18344).
(4)     Filed as an Exhibit to our Form SB-2, filed September 29, 2000 (file no.
        0-18344).



Reports  on  Form  8-K

     None.

<PAGE>

                                   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.

Date:  December  28,  2001

                                                 SOONER HOLDINGS, INC.
                                                 ---------------------
                                                      (Registrant)

                                               By:/s/R.C.  Cunningham  II
                                                  ------------------------------
                                                  R.C. Cunningham II

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  indicated.


        Signature                        Title                          Date
        ---------                        -----                          ----


/s/                            Chairman  of  the  Board,  Chief
                               Executive  Officer  and  President     12/28/01
----------------------
R.C. Cunningham II


/s/                            Secretary, Treasurer  and
                               Director                               12/28/01
-----------------------
R.  C.  Cunningham  III


/s/                            Director                               12/28/01
---------------------
Ronnie  M.  Alexander


/s/                            Chief Financial Officer                12/28/01
--------------------
M.  T.  Buxton,  III