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, 2002

                          Commission File No. 0-18344

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

           Oklahoma                                                   73-1275261
-------------------------------                              -------------------
(State or other jurisdiction of                                    (IRS Employer
 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,  2002  were  $2,471,605.

     The  aggregate  market  value of the voting stock held by non-affiliates of
the Company on December 15, 2002 was approximately $204,214.  As of December 15,
2002  we  had 16,888,016 shares of common stock issued and outstanding, of which
shares 3,000,000 have been returned to the company for cancellation but have not
yet  been  cancelled.

     Transitional  Small  Business Issuer Disclosure Format     Yes  [ ]  No [X]

                                        1

<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, L.L.C. 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 proposed
to  market  Cadeum  to telecommunications carriers.  These efforts have not been
successful.  We  are  evaluating  other  avenues to market the answering service
portion  of  Cadeum.

We currently operate primarily through three subsidiaries, ND Acquisition Corp.,
Charlie  O  Business  Park Incorporated and Sooner Communications, 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,  L.L.C.,  (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 was
designed  to  host  computer-based telephony products developed specifically for
telecommunication providers.  We planned to market these products on a wholesale
level  to  telecommunication  carriers.  We 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
was  suspended  awaiting  a  resolution.  We  resolved these issues in the early
second  quarter of fiscal 2002, at which time marketing of the answering service
was  to  resume.  However,  the Texas-based regional telecommunications provider
did  not  resume  marketing,  due to problems inherent in the telecommunications
industry.

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, L.L.C.  NDAC owns
and  operates  two  correctional  facilities.  One is a 220-bed minimum-security

                                        2
<PAGE>

correctional  facility  (Northgate),  which houses 134 inmates in Oklahoma City,
Oklahoma,  as of December 31, 2002.  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,  2002.

     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  potential aggregate capacity of this facility is 150
beds.  We  made  repairs necessary to house up to 120 inmates and had 10 inmates
in  residence  as  of  December  31,  2002.

     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
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  purchased  all  the  rights  to,  and partially developed 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  could  host  other  unified  messaging  products.

     The voice mail portion of the Cadeum product was tested within the regional
network  of  a  20-year-old,  regional,  integrated  telecommunications  service
provider.  Certain  issues arose that required redesign of the interface between
the telephone switching system and our system.  These issues were never resolved
to our satisfaction, and we are evaluating other avenues to market the answering
service  portion  of  Cadeum.

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

          CO  Park  operates as a real estate lessor and property manager and as
of  September  30,  2002  leases  to 26 non-related lessees.  CO Park's property
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  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, has averaged over 95%
during  both  2001  and  2002.

          In  the  summer of 2002 we were notified by the Oklahoma Department of
Transportation  ("ODOT") that CO Park's real property would be condemned as part
of  the re-routing of Interstate Highway 40.  We have met with ODOT's appraisers
and  expect to receive by March 2003 ODOT's appraisal price for its condemnation
of  our property.  We are searching for property we can purchase to relocate our
tenants  and  continue  this  line  of  business.  This business has cash-flowed
positively  for  us  since  1995.

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

                                        3
<PAGE>

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.

     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.

     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.  R.C. Cunningham
III  and  Ron  Alexander  both  work  for  us  on  a  full-time  basis.

          NDAC  has  44 full-time and three part-time employees at September 30,
2002.  NDAC  employs management, administrative, clerical, security, educational
services,  and  general maintenance personnel.  NDAC through subcontractors also
provides  health  care  and  food service.  All jurisdictions require correction
officers  to  complete  a  specified  amount  of  training  prior to employment.

          Our  business  park  employs  one  person full-time and one part time.
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 December 31, 2002, the
business  park  is  100%  leased.

Patents

     Sooner  Holdings  has  no  patents.

                                        4

<PAGE>
Government  Approval  of  Principal  Products;  Government  Regulations

     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.

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  spent  nothing on research and development during the fiscal year ended
September  30,  2002.

                        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 December 31,
2002,  we  had  134  inmates.  This  property  is  subject  to

     -  a  first  mortgage  that  secures  a  promissory  note  in the amount of
        $451,510  due  April 20, 2003,  with interest at New York prime plus two
        percent,

     -  a  second  mortgage  that  secures  a  promissory  note in the amount of
        $629,200 due September 30, 2003, with interest of  10  percent  a  year,
        and

     -  A second mortgage  that  secures  a  promissory  note  in  the amount of
        $717,781, due November 28,  2003.  Interest  is payable monthly at 7.5%.
        Restructured in   November  2002  as  a  long-term,  annually  renewable
        note.

          The  federal  tax cost basis of the Northgate correctional facility is
$770,726  as  of September 30, 2002.  For purposes of depreciation, the $389,137
in  improvements portion of such tax basis is being depreciated at approximately
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  $14,162, which is at an approximate1.84
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  December  31, 2002, we had 10 inmates in residence.

                                        5
<PAGE>

     The  federal  tax  cost  basis of the Eastgate facility is $1,046,989 as of
September  30,  2002.  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  $985,357.

     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  26  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 December 31,
2002, excluding the square footage leased to us and our affiliates, the facility
was 100% occupied.  This property is subject to a first mortgage that secures an
installment promissory note in the amount of $2,450,494 due in full on August 1,
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,

                                        6
<PAGE>

     -     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,  2002.

     The following is a schedule of the lease expirations for fiscal year ending
September  30,  2003  and  the  following five years.  No existing lease extends
beyond  fiscal  year  2006.

<TABLE>
<CAPTION>
                                                                     Percentage  of
            No. of Tenants                                           Gross  Annual
Fiscal       Whose  Lease   Square Footage of   Annual Rental of   Rental Represented
 Year        Will  Expire     Existing Leases     Expiring Lease   By Expiring Leases
------      --------------  -----------------   ----------------   ------------------
<S>                <C>            <C>               <C>                    <C>
 2003              6              50,290            $140,574               29
 2004              7              25,910            $194,009               41
 2005              1               2,253            $  7,200                2
 2006              3              11,150            $ 36,384                8
</TABLE>

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

     The  federal  tax  cost  basis  of  the  Business  Park is $3,182,602 as of
September  30,  2002.  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  1999,  a  lawsuit was filed by a former agent of the business park that
acted  as  our  rental  agent.  In  2001 a judgment in the amount of $57,000 was
entered  in favor of such person.  We appealed the judgment, but it was affirmed
in  November 2002 by the Oklahoma Supreme Court.  We have not paid the judgment,
due  to  offsets  we  believe  we  have  against this person.  We have purchased
certificates  of  deposit  in an amount sufficient to satisfy this judgment plus
interest  accrued  on  the  judgment.

          ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     In  fiscal  2002,  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 2002 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:

                                        7
<PAGE>
<TABLE>
<CAPTION>
          Calendar
          Quarter                          High                Low
<S>                                        <C>                 <C>
          2000:     4th  Qtr               0.350               0.080

          2001:     1st  Qtr               0.06                0.035
                    2nd  Qtr               0.035               0.03
                    3rd  Qtr               0.04                0.03
                    4th  Qtr               0.03                0.02

          2002:     1st  Qtr               0.02                0.02
                    2nd  Qtr               0.025               0.02
                    3rd  Qtr               0.025               0.02
</TABLE>

Shareholders

     As  of September 30, 2002, we had 575 shareholders of record and 13,888,016
shares  issued  and outstanding.  This does not include the holders whose shares
are  held  in  a  depository  trust in "street" name.  As of September 30, 2002,
1,896,139  shares  (or approximately 11.2 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, Inc.
During  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
America,  L.L.C.  and  entered  the  minimum-security correctional business.  In
April  2000,  we  formed a subsidiary, Sooner Communications, Inc., to enter the
telecommunications  support  business.

                                        8

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

Liquidity  and Capital Resources - Fiscal year ended September 30, 2002 compared
to  fiscal  year  ended  September  30,  2001:

     Cash  flow  used  in  operations  decreased  by  $118 during the year ended
September 30, 2002 as compared to the year ended September 30, 2001.  Cash flows
used  in  investing  activities  decreased  by  $867,532  (79%) due primarily to
reductions  in  Eastgate  facility,  which  was acquired in 2001 ($830,000)  and
leasehold  improvement  activity at our NDAC Northgate facility ($37,976).  Cash
flows  from financing activities decreased by $663,389 (68%), due to a reduction
of  $1,870,747  in borrowings on notes payable offset by a reduction of $790,089
in  payments  on  notes payable and a reduction of $417,269 in royalty payments.

     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                      2002
                                            ----                      ----
<S>                                      <C>                     <C>
Deficiency  in  working  capital         $(1,137,735)            $(1,796,388)
                                         ===========             ===========
</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 New Directions.  Aztore is no
longer  a  source  of  working  capital.

     As  a  part  of  the  acquisition of our correctional business, we issued a
single-pay  note  with  a  face  amount of $1,000,000, due June 1, 2001.  In May
2001,  we  obtained  a  short-term  note  in the amount of $737,017 (including a
$50,000  origination  fee)  to  retire  $670,800  of  this  note that was due to
unrelated  parties.   The balance of $629,200 is due to two of our stockholders,
officers   and   directors,  R.C.  Cunningham  II  and  Ron  Alexander.    Those
stockholders  have  agreed  to  forebear demand and collection until after 2003.
This  note  is  not in default.  As of September 30, 2002, the $737,017 note had
been  paid down to $717,781 and has been extended on a long-term basis, annually
renewable.

     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.  This note's principal amount is now $2,450,494.

     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 fiscal year ended September 30, 2002 compared to the
fiscal  year  ended  September  30,  2001:

     The  following  table  illustrates  our  revenue  mix.

                                        9
<PAGE>
<TABLE>
<CAPTION>
                                       Year Ended           Year Ended
                                        09-30-02   Percent   09-30-01   Percent
                                       ----------  -------  ----------  -------
<S>                                   <C>             <C>    <C>           <C>
     Real estate leasing revenues     $   458,818     19     $   458,201   17

     Correctional revenues              2,012,787     81       2,252,327   83
                                      -----------            -----------

       Total revenues                 $ 2,471,605            $ 2,710,528
                                      ===========            ===========
</TABLE>

     Total  revenues  decreased  by  $238,923  in  fiscal  year  2002  (9%) from
$2,710,528  in  fiscal  year  2001  to  $2,471,605  in  fiscal  year  2002.

     Correctional  revenues  decreased  by  $239,540,  or 11%, in the year ended
September  30,  2002  as  compared to the year ended September 30, 2001 due to a
reduction  in  the  average  daily  number  of  inmates  in the third and fourth
quarters  of  fiscal  2002.

     Our  business  park  revenues  were  stable  at  $458,818 in the year ended
September 30, 2002 as compared to $458,201 in the year ended September 30, 2001.
At  September  30,  2002  and  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.

<TABLE>
<CAPTION>
    Operating  Expenses          Year Ended             Year Ended
(Before  Interest  Expense)       09-30-02    Percent    09-30-01     Percent
---------------------------      -----------  -------   -----------   -------
<S>                              <C>           <C>      <C>            <C>
Real estate leasing expenses     $  154,987      5      $  116,294       4

Correctional expenses             1,102,370     39       1,010,171      35

Corporate expenses                  958,479     34       1,211,060      42

Depreciation and Amortization       608,940     22         526,443      18
                                 ----------    ---      ----------     ---

Total Operating Expenses         $2,824,776    100      $2,863,968     100
                                 ==========    ===      ===========    ===
</TABLE>

     Total  operating  expenses  for  the  year  ended  September  30, 2002 were
$2,824,776,  as compared to total expenses for the year ended September 30, 2001
of  $2,863,968.  This  represents  a  decrease  of  $39,192.

Capital  Expenditures  and  Commitments

     During  the  year  ended  September  30, 2002, we spent $232,652 on capital
expenditures,  a  reduction  of  $873,924  from capital expenditures in the year
ended  September  30,  2001, due primarily to fewer expenditures in our Eastgate
correctional  facility.

Going  Concern  and  Management  Plans

     As  shown  in  the  financial  statements,  we  incurred  a  net  loss   of
$963,426  during  the  year  ended September 30, 2002, and, as of that date, our
current  liabilities  exceeded  our  current  assets by $1,796,388 and our total
liabilities  exceeded  our  total  assets  by  $2,271,937.

     Realization of the value 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  Acquisitions,  Inc  -  During  the  year,  inmate  population  averaged
approximately  130  a  day  at  our Northgate halfway house operation.  Expenses

                                       10
<PAGE>

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.

     Charlie  O  Business Park Incorporated. - As of the balance sheet date, the
park  was  100%  occupied.  This  operation  is  self-supporting.

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.


                          ITEM 7. Financial Statements

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

                                                                            Page
                                                                            ----

Report  of  Independent  Certified  Public  Accountants                      12
Consolidated  Balance  Sheets  September  30,  2002  and  2001               13
Consolidated  Statements of Operations  Year ended
  September 30, 2002 and 2001                                                14
Consolidated Statement of Stockholders' Deficit Years
  ended September 30, 2002 and  2001                                         15
Consolidated  Statements  of  Cash  Flows Year ended
  September 30, 2002 and 2001                                                16
Notes  to  Consolidated  Financial  Statements                               18




















                                       11
<PAGE>







               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,  2002  and 2001, and the related
consolidated  statements of operations, stockholders' deficit and cash flows for
the  years then ended.  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 consolidated financial statements referred to above present
fairly,  in  all  material  respects, the financial position of Sooner Holdings,
Inc.  and  Subsidiaries  as  of  September 30, 2002 and 2001, and the results of
their  operations  and  their  cash flows for the years then ended 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
$963,426  during  the  year  ended  September 30, 2002 and, as of that date, the
Company's  current  liabilities  exceeded current assets by $1,796,388 and total
liabilities  exceeded  total assets by $2,271,937.  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.



/s/  Grant  Thornton  LLP

GRANT  THORNTON  LLP


Oklahoma  City,  Oklahoma
December  19,  2002

                                       12
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                                  September 30,

<TABLE>
<CAPTION>
                                     ASSETS           2002             2001
                                                -------------     -------------
CURRENT  ASSETS
<S>                                             <C>               <C>
  Cash  and  cash  equivalents                  $      57,730     $      14,648
  Restricted  cash                                          -             2,553
  Accounts  receivable                                176,887           273,291
  Other  current  assets                              129,449            45,270
                                                -------------     -------------
      Total  current  assets                          364,066           335,762

PROPERTY  AND  EQUIPMENT,  net                      4,027,973         4,014,710

INTANGIBLE ASSETS, net of accumulated
  amortization  of $844,042 in 2002 and
  $738,287  in  2001                                  910,439         1,313,194

OTHER  ASSETS                                         399,771           404,740
                                                -------------     -------------

                                                $   5,702,249     $   6,068,406
                                                =============     =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT  LIABILITIES
  Accounts  payable                             $     116,968     $      96,608
  Accrued  liabilities                                616,550           357,544
  Deferred  revenue                                    24,900            20,750
  Current portion of notes and royalty
    payables                                        1,402,036           998,595
                                                -------------     -------------
      Total  current  liabilities                   2,160,454         1,473,497

NOTES  PAYABLE,  less  current  portion             5,813,732         5,810,914

ROYALTY  PAYABLE,  less  current  portion                   -            92,506

COMMITMENTS  AND  CONTINGENCIES                             -                 -

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 2002                 13,888            13,888
  Additional  paid-in  capital                      6,268,490         6,268,490
  Accumulated  deficit                             (8,482,315)       (7,518,889)
  Related party receivable from stock purchase        (72,000)          (72,000)
                                                -------------     -------------
                                                   (2,271,937)       (1,308,511)
                                                -------------     -------------

                                                $   5,702,249      $  6,068,406
                                                =============      ============
</TABLE>

        The accompanying notes are an integral part of these statements

                                       13
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                            Year ended September 30,

<TABLE>
<CAPTION>
                                                     2002              2001
                                                 ------------     -------------
Revenues
<S>                                              <C>              <C>
  Commercial  leasing                            $    458,818     $     458,201
  Correctional  facility  services                  2,012,787         2,252,327
                                                 ------------     -------------
      Total  revenues                               2,471,605         2,710,528

Expenses
  Cost of correctional facility services            1,102,370         1,010,171
  Cost  of  commercial  leasing                       154,987           116,294
  General  and  administrative                        958,479         1,211,060
  Depreciation, amortization and impairments          608,940           526,443
                                                 ------------     -------------

      Total  operating  expenses                    2,824,776         2,863,968
                                                 ------------     -------------

      Loss  from  operations                         (353,171)         (153,440)

Other  expense  (income)
  Other  expense  (income)                              8,008           (51,388)
  Interest  expense                                   602,247           669,297
                                                 ------------     -------------
                                                      610,255           617,909
                                                 ------------     -------------

      NET  LOSS                                  $   (963,426)    $    (771,349)
                                                 ============     =============

Basic  and  diluted  loss  per  common  share    $       (.07)    $        (.05)
                                                 ============     =============

Weighted  average  common  shares  outstanding     13,888,016        16,427,742
                                                 ============     =============
</TABLE>

         The accompanying notes are an integral part of this statement.

                                       14

<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                    Years ended September 30, 2002 and 2001


<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  October  1,  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)

Net  loss                                         -            -             -       (963,426)            -        (963,426)
                                         ----------    ---------    ----------    -----------     ---------     -----------

Balance  at  September  30,  2002        13,888,016    $  13,888    $6,268,490    $(8,482,315)   $  (72,000)    $(2,271,937)
                                         ==========    =========    ==========    ===========    ==========     ===========
</TABLE>

        The accompanying notes are an integral part of these statements

                                       15

<PAGE>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Year ended September 30,

<TABLE>
<CAPTION>
                                                       2002            2001
                                                    ----------     -------------

Increase (Decrease) in Cash and Cash Equivalents

Cash  flows  from  operating  activities
<S>                                                 <C>            <C>
  Net  loss                                         $(963,426)     $   (771,349)
  Adjustments  to reconcile net loss to net
    cash used in operating activities
      Depreciation, amortization and impairment       608,940           526,443
      Accretion of discount on royalty payable              -           148,550
      Loss  on  disposal  of  fixed  assets            13,205                 -
      Changes  in  assets  and  liabilities
        Accounts  receivable                           96,404          (116,254)
        Other current assets and other assets         (79,210)           45,640
        Accounts  payable                              20,360            (6,474)
        Accrued  liabilities                          259,006           136,340
        Deferred  revenue                               4,150            (3,585)
                                                    ---------      ------------
          Net cash used in operating activities       (40,571)          (40,689)

Cash  flows  from  investing  activities
  Purchase  of  property  and  equipment             (232,653)       (1,106,576)
  Decrease  in  restricted  cash                        2,553             8,945
                                                    ---------      ------------

          Net cash used in investing activities      (230,100)       (1,097,631)

Cash  flows  from  financing  activities
  Borrowings  on  notes  payable                      747,564         2,618,311
  Repayments  of  notes  payable                     (410,081)       (1,200,170)
  Royalty  payments                                   (23,730)         (441,000)
                                                    ---------      ------------

          Net cash provided by financing
            activities                                313,753           977,141
                                                    ---------      ------------

          NET INCREASE (DECREASE) IN CASH AND
            CASH  EQUIVALENTS                          43,082          (161,179)

Cash and cash equivalents at beginning of year         14,648           175,827
                                                    ---------      ------------

Cash and cash equivalents at end of year            $  57,730      $     14,648
                                                    =========      ============

Cash and cash equivalents paid during the
  year for interest                                 $ 373,437      $    354,902
                                                    =========      ============
</TABLE>

        The accompanying notes are an integral part of these statements.

                                       16

<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

                    Years ended September 30, 2002 and 2001


Supplemental  Disclosure  of  Noncash  Investing  and  Financing  Activities

During  the  year  ended  September  30,  2002,  the  following  occurred:

          The  company  assumed  a  note for $265,948 owed by a related party as
          partial  payment  of  a  note  payable  to  the  related  party.

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 the return
          of  3,000,000  shares  of  common  stock.
















        The accompanying notes are an integral part of these statements.

                                       17

<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          September 30, 2002 and 2001

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
$2,271,937  and  has  a working capital deficiency of $1,796,388 as of September
30,  2002.  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,  2002,  NDAC used cash in
     operations  of  approximately  $103,000. During the year, inmate population
     averaged  130  a  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. Management is working with agency
     officials  to  increase  the daily census to provides increased cash flows.

     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.

     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.

                                       18
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          September 30, 2002 and 2001


NOTE  A  -  ORGANIZATION  AND  OPERATIONS  -  CONTINUED

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

     The  note  payable  to  bank  of $717,781 due November 28, 2002 was renewed
     subsequent  to September 30, 2002. This note is reflected as long-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, 2002,
     Charlie  O  Business  Park,  Inc.  generated  a  positive  cash  flow  from
     operations  of  approximately  $76,000.  As of September 30, 2002, Business
     Park  was  100%  occupied.  This  operation  is  self-supporting.

     Sooner  Communications, Inc. - Sooner Communications ("Telecommunications")
     has  generated  no  revenue. Through August 15, 2001, the Company had 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 earlier issued to him (Note H), and most expenses were eliminated.
     The  Telecommunications  president   agreed  to  work   as  needed  without
     compensation  to  oversee  any continuing testing of the system in order to
     integrate  the  system into the regional customer's system. During the year
     ended  September  30,  2002,  certain software licenses obtained during the
     formation  of Telecommunication were determined to have no continuing value
     and  the  carrying  amount  of  approximately  $148,000  were  written off.

     Management  has  not  budgeted  any   significant  expenditures   for  this
     subsidiary. Limited marketing of a portion of the answering system is being
     evaluated.

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.

  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.


                                       19
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2002 and 2001


NOTE  B  -  SUMMARY  OF  ACCOUNTING  POLICIES  -  CONTINUED

  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 are  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 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.

  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.

                                       20
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2002 and 2001


NOTE  B  -  SUMMARY  OF  ACCOUNTING  POLICIES  -  CONTINUED

  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.

  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, 2002 and
  2001.

  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.  Stock  options  which  are  exercisable  for 600,000
  common  shares  are  excluded from the diluted calculation for the years ended
  September 30,  2002  and  2001.

  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.

                                       21
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2002 and 2001


NOTE  B  -  SUMMARY  OF  ACCOUNTING  POLICIES  -  CONTINUED

  12.    New  Accounting  Pronouncements
         -------------------------------

  In July  2001,  the  Financial  Accounting  Standards  Board  issued Statement
  of  Financial  Accounting  Standards  ("SFAS")  No. 142,  Goodwill  and  Other
  Intangible Assets.  SFAS No. 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  No.  142.  Under  SFAS  No. 142, 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.  The adoption of SFAS No. 142 did not have a material impact on the
  Company's consolidated financial position  or  results  of  operations.

  In July 2001,  SFAS  No. 143, Accounting for Asset Retirement Obligations, was
  issued. SFAS No. 143 establishes requirements for accounting for removal costs
  associated with asset retirements.  SFAS No. 143 is effective for fiscal years
  beginning after June 15, 2002.   The Company is currently assessing the impact
  of this  standard  on  our  consolidated  financial  statements.

  In  October 2001, SFAS  No.  144, Accounting for the Impairment or Disposal of
  Long-Lived Assets, was issued. SFAS No. 144 requires that one accounting model
  be used  for long-lived assets to be  disposed of by sale,  whether previously
  held  and  used or  newly  acquired  and  broadens the  definition  of   what.
  constitutes discontinued  operations  to  include more  disposal transactions.
  SFS No. 144 is effective for  fiscal  years beginning after December 15, 2001.
  Under SFAS No. 144, assets  held  for  sale  that are a component of an entity
  are included in discontinued operations  and  cash  flows  will  be eliminated
  from  the  ongoing  operations  if  the  entity  does not have any significant
  continuing involvement in the  operations  prospectively.

  In May 2002,  SFAS  No.  145, Rescission of FASB Statements Nos. 4, 44 and 64,
  Amendment  of  FASB Statement No. 13,  and  Technical Corrections, was issued.
  SFAS No. 145 rescinds  the  automatic  treatment  of  gains  and  losses  from
  extinguishments of debt  as  extraordinary  unless  they meet the criteria for
  extraordinary items as outlines in Accounting Principles Board Opinion No. 30,
  Reporting the Results  of  Operations,  Reporting the Effects of Disposal of a
  Segment of a  Business,  and Extraordinary, Unusual and Infrequently Occurring
  Events and Transactions.  SFAS No. 145 also requires sale-leaseback accounting
  for certain lease  modifications  that  have  economic  effects  similar  to a
  sale-leaseback  transaction  and  makes  various   corrections   to   existing
  pronouncements. The adoption of SFAS No. 145 did not have a material effect on
  the Company's  consolidated  financial  position  or  results  of  operations.


                                       22
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2002 and 2001


NOTE  B  -  SUMMARY  OF  ACCOUNTING  POLICIES  -  CONTINUED

  12.    New  Accounting  Pronouncements  -  Continued
         ---------------------------------------------

  In July 2002,  SFAS  No.  146,  Accounting  for  Costs Associated with Exit or
  Disposal  Activities,  was  issued.  SFAS No. 146  is  effective  for  exit or
  disposal activities initiated after December 31, 2002. The Company has not yet
  adopted  SFAS  No.  146  nor determined the effect of the adoption of SFAS No.
  146 on its consolidated  financial  position  or  results  of  operations.


NOTE  C  -  PROPERTY  AND  EQUIPMENT

  Property  and  equipment are comprised of the following as of September 30:

<TABLE>
<CAPTION>
                                       Useful  life      2002           2001
                                       ------------   ----------     ----------
<S>                                         <C>       <C>            <C>
     Land                                     -       $1,513,400     $1,513,400
     Buildings  and  improvements           12-40      3,257,785      3,062,735
     Machinery  and  equipment               3-12        207,541        207,395
     Vehicles                                 5           50,824         80,968
                                                      ----------    -----------
                                                       5,029,550      4,864,498
          Less  accumulated  depreciation              1,001,577        849,788
                                                      ----------     ----------

                                                      $4,027,973     $4,014,710
                                                      ==========     ==========
</TABLE>

  Depreciation  expense  totaled  $206,185  and  $172,460  for  the  years ended
  September 30,  2002  and  2001,  respectively.

NOTE  D  -  INTANGIBLE  ASSETS

  Intangible  assets  are  comprised  of  the  following  as of September 30:

<TABLE>
<CAPTION>
                                                         2002          2001
                                                      ----------     ----------
<S>                                                   <C>            <C>
     Contract  rights                                 $1,754,481     $1,754,481
     Software  licenses                                        -        297,000
                                                      ----------     ----------
                                                       1,754,481      2,051,481

       Less  accumulated  amortization                   844,042        738,287
                                                      ----------     ----------

                                                    $    910,439     $1,313,194
                                                    ============     ==========
</TABLE>

                                       23
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2002 and 2001


NOTE  D  -  INTANGIBLE  ASSETS  -  CONTINUED

  Amortization  expense  totaled  $254,155  and  $273,955  for  the  years ended
  September  30,  2002  and  2001,  respectively.

  During  the  year  ended  September  30, 2002,  certain  software  licenses of
  telecommunications products, with a carrying amount of approximately $148,000,
  were determined to have no continuing value and were written off in the fourth
  quarter of fiscal 2002.   During 2001, an  impairment of approximately $76,000
  was  determined  for  these  licenses.  Fair value was determined by reference
  to the present value of  the  estimated  future  cash  inflows of such assets.
  These  impairment  losses  are  included  in   depreciation  and  amortization
  expense.

NOTE  E  -  OTHER  ASSETS

  Other  assets  are  comprised  of  the  following  as  of  September  30:

<TABLE>
<CAPTION>
                                                         2002          2001
                                                      ----------     ----------
<S>                                                   <C>            <C>
     Loan  commitment  fee                            $100,771       $105,740
     Certificates  of  deposit                         299,000        299,000
                                                      --------       --------

                                                      $399,771       $404,740
                                                      ========       ========
</TABLE>

  Amortization  of  the loan commitment  fee totaled  $4,969 and $4,128 for the
  years  ended  September  30,  2002  and  2001,  respectively.










                                       24
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2002 and 2001


NOTE  F  -  NOTES  PAYABLE

  Notes payable consist of the following at September 30:

<TABLE>
<CAPTION>
                                                           2002         2001
                                                        ----------   ----------

    Notes  payable  to related parties, interest
    at 10% per annum, payable on demand after
<S>                                                     <C>          <C>
    September  30,  2003;  uncollateralized             $  876,396   $1,029,944

    Balloon promissory note payable to related
    party, 10% stated interest per annum,
    terms  modified  September 2001; modified
    terms call for this note to be payable
    on  demand  after  September  30,  2003                629,200      629,200

    Note  payable  to  bank,  interest at 7.5%,
    principal and interest due April 20, 2003;
    collateralized  by a first mortgage on land,
    building and certificates of deposit,
    guaranteed  by  a  related  party                      451,510      496,145

    Revolving  line  of  credit  with  Bank  One,
    maximum credit limit of $120,000, interest
    payable monthly at 1% over the bank's prime
    rate (effective rate 5.75% at September 30, 2002),
    principal payable May 2005; uncollateralized,
    guaranteed by  a  related  party                       119,893       15,268

    Installment  note  payable, interest at 8.8%,
    due August 1, 2009; collateralized by  first
    mortgage  on  real  estate                           2,450,494    2,468,102

    Note  payable to bank, interest at 8.5%,
    principal and interest due November 28,
    2002; collateralized by first mortgage on
    real estate; subsequently renewed with maturity
    of  November  28,  2003                                717,781      737,017

    Note  payable to bank, interest payable
    monthly at prime plus 1% (effective rate
    5.25%  at  September  30,  2002),  due
    August 25, 2003; collateralized by second
    mortgage  on  real  estate                             403,665      422,950

    Installment  note  payable  to  corporation,
    interest  at  8%; due May 8, 2017;
    collateralized by first mortgage on land
    and building                                           985,357      988,325

    Note  payable  to  bank,  interest  at  prime
    plus 1.75% (effective rate 6.5% at September  30,
    2002),  due  September  1,  2003, guaranteed by a
    related party.                                         265,948            -

    Note  payable  to  a  related  party,  interest
    at  8%,  due  January  1, 2005, uncollateralized       115,000            -

    Advance  from  related  party                           79,600            -

    Various  notes  payable                                 14,485            -
                                                        ----------   ----------
                                                         7,109,329    6,786,951
      Less  current  portion                             1,295,597      976,037
                                                        ----------   ----------

                                                        $5,813,732   $5,810,914
                                                        ==========   ==========
</TABLE>

                                       25
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2002 and 2001


NOTE  F  -  NOTES  PAYABLE  -  CONTINUED

  Aggregate future maturities  of  notes  payable  at  September 30, 2002 are as
  follows:
<TABLE>
<CAPTION>
     Year  ending  September  30
<S>                                              <C>
          2003                                   $1,295,597
          2004                                    1,719,571
          2005                                      414,996
          2006                                      539,302
          2007                                       85,191
          Thereafter                              3,054,672
                                                 ----------

                                                 $7,109,329
                                                 ==========
</TABLE>

  The  Company  has  not  made  certain  required  payments on the $985,357 note
  payable to  a  corporation during  the year ended September 30, 2002; however,
  the lender has  waived  these  events of  default  through  October  1,  2003.

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  was  approximately  $57,000.

  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.  During 2002 the
  Company  defaulted  on  the  note.   As  a result, this note of approximately
  $105,000 is  classified  as  current  in  the  financial  statements.

NOTE  H  -  STOCKHOLDERS'  DEFICIT

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

  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.

  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.

                                       26
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2002 and 2001


NOTE  H  -  STOCKHOLDERS'  DEFICIT  -  CONTINUED

  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, 2002.

  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  the  pro  forma amounts   as.
  indicated  below.

<TABLE>
<CAPTION>
                                                 Year  ended  September  30,
                                                 ---------------------------
                                                     2002           2001
                                                  ----------     ----------
     Net  loss
<S>                                               <C>            <C>
       As  reported                               $(963,426)     $(771,349)
       Pro  forma                                 $(963,426)     $(776,533)

     Loss  per  share,  basic  and  diluted
       As  reported                               $    (.07)     $    (.05)
       Pro  forma                                 $    (.07)     $    (.05)
</TABLE>

                                       27
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2002 and 2001


NOTE  H  -  STOCKHOLDERS'  DEFICIT  -  CONTINUED

  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.

  A summary of the status of the Company's stock option plan as of September
  30, 2002 and 2001  and changes during  the  years ended September 30, 2002
  and 2001 are  presented  below.

<TABLE>
<CAPTION>
                                           2002                   2001
                                               Weighted                Weighted
                                                average                 average
                                               exercise                exercise
                                    Shares       price       Shares      price
                                   --------    --------     --------   --------
     Outstanding  at  beginning
<S>                                <C>           <C>        <C>          <C>
     of  year                      600,000       $0.33      600,000      $0.33
     Granted                             -           -            -      $   -
     Exercised                           -           -            -      $   -
     Forfeited                           -           -            -      $   -
                                   -------                  -------
    Outstanding  at  end  of
      year                         600,000       $0.33      600,000      $0.33
                                   =======                  =======

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

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

  The  following  table  summarizes information about fixed-price stock  options
  outstanding  at  September  30,  2002:

<TABLE>
<CAPTION>
                           Options outstanding              Options exercisable
                -----------------------------------------  ---------------------
                                Weighted-
                                 average     Weighted-                 Weighted-
                    Number      remaining     average       Number      average
                 outstanding   contractual    exercise    exercisable   exercise
                 at 9/30/02       life         price      at 9/30/02     price
                ------------- ------------- -----------  ------------- ---------
Exercise price
<S> <C>             <C>           <C>          <C>          <C>          <C>
    $0.33           600,000      .75  years    $0.33        600,000      $0.33
</TABLE>


                                       28
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2002 and 2001


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>
                                                        2002           2001
                                                     ----------     ----------
<S>                                                  <C>            <C>
    Income  taxes  at  federal  statutory  rate      $(327,565)     $(262,259)
    Change  in  valuation  allowance, net of
      change in estimate of deferred tax
      liability                                        451,881        397,610
    State  income  taxes  at  statutory  rate          (54,330)       (43,196)
    Effect  of  graduated  rates                             -         (8,950)
    Revisions  of  prior  year  estimates              (69,986)       (74,850)
    Other                                                    -         (8,355)
                                                     ---------      ---------

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

  Components  of  deferred  taxes  are  as  follows  at  September  30:

<TABLE>
<CAPTION>
                                                        2002           2001
                                                     ----------     ----------
    Assets
<S>                                                  <C>            <C>

      Property  and  equipment                       $    8,228     $   29,177
      Intangible  assets                                254,359        120,673
      Tax  loss  carryforward                         2,276,520      1,937,376
      Valuation  allowance                           (2,533,423)    (2,081,542)
                                                     ----------     ----------

          Total  assets                                   5,684          5,684

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

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

  The  valuation allowance increased $451,881 and $397,610 for the years ended
  September  30,  2002  and  2001,  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. Management believes it is more likely than not that the deferred tax
  asset will not  be  realized  by  future  operating  results.

                                       29
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2002 and 2001


NOTE  I  -  INCOME  TAXES  -  CONTINUED

  The Company has  net  operating  losses of approximately $61,000 which expired
  during the year  ended September 30, 2002.  At September 30, 2002, the Company
  has net operating  loss  carryforwards  for  income  tax  purposes as follows:

<TABLE>
<CAPTION>
               Expiration  date
<S>                                             <C>
                    2003                        $   363,000
                    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                            450,000
                    2022                            852,000
                                                 ----------
                                                 $5,704,000
                                                 ==========
</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>
                                            2002                                      2001
                          ----------------------------------------   ----------------------------------------
                                              Accounts payable and                       Accounts payable and
                          Notes payable, net   accrued liabilities   Notes payable, net   accrued liabilities
                          ------------------  --------------------   ------------------  --------------------
<S>                          <C>                    <C>                  <C>                    <C>
    President and Chairman   $   691,396            $242,980             $   729,944            $195,276
    Aztore Holdings,  Inc.       300,000              87,575                 300,000              57,390
    NDLLC                        629,200                   -                 629,200
    Advances from related
      party                       79,600                   -                       -                   -
                            ------------            --------              -----------           --------
    Total  related  party
      liabilities           $  1,700,196            $330,555              $1,659,144            $252,666
                            ============            ========              ==========            ========
</TABLE>

                                       30
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2002 and 2001


NOTE  J  -  RELATED  PARTY  TRANSACTIONS  -  CONTINUED

  In addition, at  September 30, 2002, the president and chairman has personally
  guaranteed  $837,351  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 non-cancelable leases
  are  as  follows  at  September  30,  2002:

<TABLE>
<CAPTION>
<S>                                          <C>
                      2003                   $331,333
                      2004                    145,289
                      2005                     77,292
                      2006                     55,536
                      2007                     30,290
                                             --------

                                             $639,740
                                             ========
</TABLE>

NOTE  L  -  COMMITMENTS  AND  CONTINGENCIES

  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 was appealed by the Company but was
  not reversed.  The Company  has purchased certificates of deposit in an amount
  that will  provide funds for payment of the award plus interest.  The judgment
  amount  plus  interest  was  accrued  during  the  fourth  quarter  of  fiscal
  2002.

  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.

  The  Company  was  notified  by  the  Oklahoma  Department  of  Transportation
  ("ODOT") that Business  Park's real property would be condemned as part of the
  re-routing of Interstate Highway 40. Management has met with ODOT's appraisers
  and expects  to  receive  by  March  2003  ODOT's  appraisal  price  for   the
  condemnation  of  the  property.   The  Company  is  searching for replacement
  property to continue  this  line  of  business;  however,  the  amount  to  be
  received  is  unknown.





                                       31

<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                          September 30, 2002 and 2001


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>
                                                   Year  ended  September  30,
                                                   ---------------------------
                                                      2002             2001
                                                   -----------     ------------
    Revenues
<S>                                               <C>              <C>
      Commercial  leasing                         $    458,818     $    458,201
      Correctional  facility                         2,012,787        2,252,327
                                                  ------------     ------------

          Total                                   $  2,471,605     $  2,710,528
                                                  ============     ============

    Segment  earnings  (loss)
      Commercial  leasing                         $    (49,964)    $     42,771
      Correctional  facility                          (549,010)        (292,607)
      Telecommunications                              (243,291)        (345,955)
      Corporate                                       (121,161)        (175,558)
                                                  ------------     ------------

          Total                                   $   (963,426)    $   (771,349)
                                                  ============     ============
    Identifiable  assets
      Commercial  leasing                         $  2,888,344     $  2,874,867
      Correctional  facility                         3,064,796        3,163,243
      Telecommunications                                27,484          270,607
      Corporate                                        833,605          891,138
      Eliminations                                  (1,111,980)      (1,131,449)
                                                  ------------     ------------

          Total                                   $  5,702,249     $  6,068,406
                                                  ============     ============

    Depreciation, amortization and impairment
      Commercial  leasing                         $     81,364     $     79,500
      Correctional  facility                           284,795          256,874
      Telecommunications                               241,921          189,209
      Corporate                                            860              860
                                                  ------------     ------------

          Total                                   $    608,940     $    526,443
                                                  ============     ============
</TABLE>

                                       32
<PAGE>
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                           September 30, 2002 and 2001


NOTE  M  -  SEGMENT  INFORMATION  -  CONTINUED

<TABLE>
<CAPTION>
                                                   Year  ended  September  30,
                                                   ---------------------------
                                                      2002             2001
                                                   -----------     ------------
    Additions  to  long-lived  assets
<S>                                               <C>              <C>
      Commercial  leasing                         $        5,753   $     34,084
      Correctional  facility                             226,900      1,065,981
      Telecommunications                                       -          6,511
                                                  --------------   ------------

          Total                                   $      232,653   $  1,106,576
                                                  ==============   ============

    Interest  expense
      Commercial  leasing                         $      219,295   $    223,816
      Correctional  facility                             322,557        385,736
      Corporate                                           60,395         59,745
                                                  --------------   ------------

          Total                                   $      602,247   $    669,297
                                                  ==============   ============
</TABLE>

  Identifiable  assets  are  those  assets  used  in the Company's operations in
  each area.  Corporate loss  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, 2002 and 2001, 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
  2002 and 2001  comprised  79% and 76% of total Company revenues, respectively.
  This  contract  is  renewable  annually.









                                       33

    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,  2002:

<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, 6,394,081  46.0
                                      Sooner Holdings,  Inc.

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

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

*     Less  than  1%

(1)   The  amount  and  percent  of  ownership  is  based on the total shares of
      common  stock outstanding  of  16,888,016  shares  as of December 15, 2002
      less 3,000,000 shares returned to our company for cancellation but not yet
      cancelled.

(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

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




                                       34

<PAGE>
Resumes  of  Directors

     R.C.  Cunningham II.  Mr. Cunningham has been our chairman of the board and
president  since June 1988 and of two of its subsidiaries:  Charlie O Beverages,
Inc.  and  CO  Park  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 vice president of NDAC since June 1, 1998,
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,  2002,   or  our
subsidiaries  and  their  positions  held in our 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             03/01/88*
                                Holdings,  Inc.
                                CEO  and  President,
                                Charlie  O  Business  Park
                                Incorporated                          03/15/91*
                                CEO  and  President,  ND
                                Acquisition Corp.                     09/04/97*
                                Secretary, Sooner Communications,
                                Inc.                                  04/26/00

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

R.C. Cunningham, III  36        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*
                                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.

                                       35
<PAGE>

     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  2002  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, CEO                2002        $0       0     $4,800           0           0         0       $4,800
                       2001        $0       0          0           0           0         0            0
                       2000        $0       0          0           0           0         0            0

Ronnie M. Alexander,
Director and VP, ND
Acquisitions, Inc.     2002  $120,000       0          0           0           0         0      $23,705
                       2001  $120,000 $14,329          0           0           0         0      $23,705
                       2000   $55,000       0          0           0           0         0      $11,628

R. C. Cunningham, III,
Director, Secretary,
and Treasurer          2002        $0       0          0           0           0         0           0
                       2001    $5,540       0          0           0           0         0           0
                       2000        $0       0          0           0           0         0           0

Brian K. Bothroyd,
President, Sooner
Communications, Inc.   2002        $0       0          0           0           0         0           0
                       2001   $55,000       0          0           0           0         0           0
                       2000        $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.


                                       36
<PAGE>

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,  2002.  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,  2002.

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

     As  of  December 31, 2002, 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,  2002,  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 31, 2002 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>
  Name and Address of
   Beneficial Owners       Number of common shares (1)        Percent of Class
   -----------------       ---------------------------        ----------------
<S>                                   <C>                           <C>
R. C. Cunningham II (5)
2534  W.  Interstate  40
Oklahoma  City,  OK  73108            6,394,081                     46.04%

Michael S. Williams (2)
3710  E.  Kent  Drive
Phoenix,  AZ  85044                   1,006,256                      7.25%

Lanny  R.  Lang  (3)
3536  E.  Saltsage  Drive
Phoenix,  AZ  85044                     729,183                      5.25%

R. C. Cunningham III (4)
6408  Boulevard  View
Alexandria,  VA  22307                   72,129                          *

Ron Alexander, Sr. (5)(6)(7)
2901  McGee  Street
Norman,  OK  73072                    1,442,000                     10.38%
</TABLE>

                                       37
<PAGE>
<TABLE>
<CAPTION>
All officers and directors
<S>                                   <C>                           <C>
  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 less 3,000,000
     shares  returned  to  the  company  for cancellation but not yet cancelled.

(2)  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).

(3)  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 Aztor Holdings, Inc." under
     Item  12.  Certain  Relationships  and  Related  Transactions).

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

(5)  A  director  of  Sooner  Holdings,  Inc.

(6)  An  officer  of  a  subsidiary.

(7)  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

     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.

                                       38
<PAGE>

     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

     R.C. Cunningham II, our president and a director, has personally guaranteed
all  of  our  notes  payable.

                                    PART IV
                    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-Law  and
                     Amendments thereto                                    (1)

10.1 thru 10.11      Material contracts                                    (1)

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

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

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).

                                       39
<PAGE>

Reports  on  Form  8-K

     None

                        ITEM 14. CONTROLS AND PROCEDURES

     Evaluation of disclosure controls and procedures.  We maintain controls and
procedures  designed to ensure that information required to be disclosed in this
report  is  recorded, processed, accumulated and communicated to our management,
including  our chief executive officer and our chief financial officer, to allow
timely decisions regarding the required disclosure.  Within the 90 days prior to
the  filing  date  of this report, our management, with the participation of our
chief  executive  officer and chief financial officer, carried out an evaluation
of  the  effectiveness  of the design and operation of these disclosure controls
and  procedures.  Our  chief  executive  officer  and  chief  financial  officer
concluded,  that  these  disclosure  controls  and  procedures  are  effective.

     Changes  in  internal  controls.  Subsequent  to  the  date  of  the  above
evaluation,  we made no significant changes in our internal controls or in other
factors  that  could  significantly  affect  these controls, nor did we take any
corrective  action,  as  the  evaluation revealed no significant deficiencies or
material  weaknesses.
























                                       40
<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:  January  10,  2003

                                                  SOONER HOLDINGS, INC.
                                                      (Registrant)

                                               By:/s/
                                                  ---------------------------
                                                  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



                               Chairman  of  the  Board,
                               Chief  Executive  Officer
/s/                            and  President                          01/10/03
--------------------------
R.  C.  Cunningham  II



                               Secretary,  Treasurer  and
/s/                            Director                                01/10/03
---------------------------
R.  C.  Cunningham  III




/s/                            Director                                01/10/03
---------------------------
Ronnie  M.  Alexander




/s/                            Chief Financial Officer                 01/10/03
----------------------------
Belinda  Chambers



















                                       41
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  R.C. Cunningham II, Chief Executive Officer of the registrant, certify that:

     1.   I  have  reviewed  this  annual  report  on   Form  10-KSB  of  Sooner
Holdings,  Inc.;

     2.   Based  on  my  knowledge,   this  annual  report  does not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
annual  report;

     3.   Based on  my  knowledge, the financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

     4.   The  registrant's  other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

          a.     designed such disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;

          b.     evaluated  the  effectiveness  of  the  registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  annual  report  (the  "Evaluation  Date");  and

          c.     presented  in  this  annual  report  our  conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.   The  registrant's  other  certifying  officers  and  I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

          a.     all  significant  deficiencies  in  the  design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

          b.     any fraud, whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

                                       42
<PAGE>

     6.   The  registrant's  other  certifying  officers and I have indicated in
this  annual  report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.



Date:  January  10,  2003               /s/  R.C.  Cunningham  II
                                        ----------------------------------------
                                        R.C.  Cunningham  II
                                        Chief  Executive  Officer





































                                       43
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

I,  Belinda  Chambers,  Chief Financial Officer of the registrant, certify that:

     1.   I  have  reviewed  this  annual  report   on   Form  10-KSB  of Sooner
Holdings,  Inc.;

     2.   Based  on  my  knowledge,  this  annual  report  does  not contain any
untrue  statement  of a material fact or omit to state a material fact necessary
to  make  the  statements  made,  in light of the circumstances under which such
statements  were made, not misleading with respect to the period covered by this
annual  report;

     3.   Based on my knowledge,  the  financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;

     4.   The registrant's  other  certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:

          a.     designed such disclosure controls and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  annual  report  is  being  prepared;

          b.     evaluated  the  effectiveness  of  the  registrant's disclosure
controls  and procedures as of a date within 90 days prior to the filing date of
this  annual  report  (the  "Evaluation  Date");  and

          c.     presented  in  this  annual  report  our  conclusions about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

     5.   The  registrant's  other  certifying  officers  and  I have disclosed,
based  on our most recent evaluation, to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent  functions):

          a.     all  significant  deficiencies  in  the  design or operation of
internal  controls  which  could  adversely  affect  the registrant's ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

          b.     any fraud, whether or not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and


                                       44
<PAGE>

     6.   The  registrant's  other  certifying  officers and I have indicated in
this  annual  report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.



Date:  January  10,  2003               /s/  Belinda  Chambers
                                        -------------------------------------
                                        Belinda  Chambers
                                        Chief  Financial  Officer



























                                       45
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In  connection with the accompanying Annual Report of Sooner Holdings, Inc.
(the  "Company")  on  Form  10-KSB  for  the  year ended September 30, 2002 (the
"Report"), I, R.C. Cunningham II, Chief Executive Officer of the Company, hereby
certify  that  to  my  knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.



Dated:  January  10,  2003               /s/  R.C.  Cunningham  II
                                         ---------------------------------------
                                         R.C.  Cunningham  II
                                         Chairman  and  Chief  Executive Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-KSB  or  as  a  separate  disclosure  document.



























                                       46
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)


     In  connection with the accompanying Annual Report of Sooner Holdings, Inc.
(the  "Company")  on  Form  10-KSB  for  the  year ended September 30, 2002 (the
"Report"),  I,  Belinda Chambers, Chief Financial Officer of the Company, hereby
certify  that  to  my  knowledge:

     (1)     The Report fully complies with the requirements of Section 13(a) or
15(d)  of  the  Securities Exchange Act of 1934 (15 U.S.C.  78m or  78o(d)); and

     (2)     The  information  contained  in  the Report fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.



Dated:  January  10,  2003               /s/  Belinda  Chambers
                                         ---------------------------------------
                                         Belinda  Chambers
                                         Chief  Financial  Officer


     The  above certification is furnished solely pursuant to Section 906 of the
Sarbanes-Oxley  Act  of 2002 (18 U.S.C.  1350) and is not being filed as part of
the  Form  10-KSB  or  as  a  separate  disclosure  document.






























                                       47