U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                         AMENDMENT NO. 1 TO FORM 10-KSB
                   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                         OF THE SECURITIES EXCHANGE ACT
                        OF 1934 For the fiscal year ended
                               September 30, 2003



                                       OR

                    [ ] TRANSITION UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ________ to ________


                              SOONER HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

   Oklahoma                           0-18344                        73-1275261
   --------                           -------                        ----------
  (state of                   (Commission File Number)             (IRS Employer
incorporation)                                                      I.D. Number)

                      921 Northwest 63rd Street, Suite 100
                             Oklahoma City, OK 73116
                                 (405) 848-7575
              ----------------------------------------------------
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)

       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 value

Check whether the issuer is not required to file reports  pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past twelve months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing  requirements  for the past 90 days. Yes [ ]
No [X]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  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 10-KSB. [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]



<PAGE>

State issuer's revenues for its most recent fiscal year: $1,686,786

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Company on December 15, 2003 was approximately $89,798.

As of December 15, 2003, there were 13,888,016 shares of the Registrant's Common
Stock, par value $0.001 per share, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990). None

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]




















                                       ii
<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

Item 1   Description of Business..........................................     1
         Summary and Development of the Company...........................     1
         Business Description.............................................     2
         Seasonality......................................................     3
         Government Regulation............................................     3
         Marketing........................................................     4
         Employees........................................................     4
         Competition......................................................     4
         Patents, Trademarks and Licenses.................................     5
         Government Approval of Principal Products or Services............     5
         Cost and Effects of Complying with Environmental Laws............     5
         Product Research and Development.................................     5

Item 2   Description of Property..........................................     5

Item 3   Legal Proceedings................................................     7

Item 4   Submission of Matters to a Vote of Security Holders .............     7

Item 5   Market for Common Equity and Related Stockholder Matters.........     7

Item 6   Management's Discussion and Analysis.............................     9
         Background and Introduction......................................     9
         Liquidity and Capital Resources..................................     9
         Results of Operations............................................    10
         Capital Expenditures and Commitments ............................    11
         Going Concern and Management Plans...............................    11
         Factors That May Affect Future Results ..........................    11
         Off-Balance Sheet Arrangements...................................    11
         Contractual obligations..........................................    12

Item 7   Financial Statements.............................................    12

Item 8   Changes In and Disagreements With Accountants on Accounting
           and Financial Disclosure.......................................    29

Item 8A  Controls and Procedures..........................................    29

Item 8B  Other Information................................................    30








                                      iii
<PAGE>

Item 9   Directors, Executive Officers, Promoters and Control Persons;
            Compliance with Section 16(a) of the Exchange Act.............    30
         Directors, Executive Officers and Significant Employees..........    30
         Audit Committee and Audit Committee Financial Expert.............    32
         Code of Ethics...................................................    32
         Compliance with Section 16(a) of the Exchange Act................    32

Item 10  Executive Compensation...........................................    33
         Employment Contracts.............................................    33
         Stock Options....................................................    33

Item 11  Security Ownership of Certain Beneficial Owners
            and Management................................................    33

Item 12  Certain Relationships and Related Transactions...................    35

Item 13  Exhibits.........................................................    35

Item 14  Principal Accountant Fees and Services...........................    37

Signatures................................................................    39




















                                       iv

<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 operated in fiscal year 2003 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)  owned and  operated 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.  In July 2003 we were  notified that the NDAC property was included in
an area marked for improvement by the Oklahoma Capital Development Authority. In
November  2003  we  sold  this  property  to  such   Authority  and  exited  the
correctional facility line of business.

         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



                                       1
<PAGE>

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. We consider this business to now be defunct.

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

         Charlie O Business Park, Inc. ("CO Park") operated 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 owned 100% of the subsidiary. During fiscal year 2002 we were notified by the
Oklahoma Department of Transportation ("ODOT") that the Business Park's improved
real property would be condemned as part of the re-working of Interstate Highway
40. In late July 2003 we settled with ODOT's  appraisers  for $4,350,000 for the
condemnation  of the property.  We are  searching for a replacement  property to
continue this line of business.

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
owned   and   operated   two   correctional   facilities.   One  is  a   220-bed
minimum-security  correctional  facility  (Northgate),  (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.

         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. We have 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, 2003.

         As  stated  above,  in  November  2003 we sold  our  properties  to the
Oklahoma Capital Improvement Authority and exited this line of business.

         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



                                       2
<PAGE>

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  operated  as a real  estate  lessor and  property  manager and
mid-2003  leased 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,  2002,
and 2003.

         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.

Seasonality
-----------

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

Government Regulation
---------------------

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

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



                                       3
<PAGE>

Marketing
---------

         NDAC viewed  government  agencies  that are  responsible  for state and
federal  correctional  facilities in the United States as its primary  potential
customers.  We maintained satisfactory relations with the Oklahoma Department of
Corrections,  who awards all state contracts to private  corrections  facilities
companies in Oklahoma. We are no longer in this line of business.

         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 had 44 full-time  and three  part-time  employees at September 30,
2003. NDAC employed management, administrative,  clerical, security, educational
services,  and general maintenance  personnel.  NDAC through subcontractors also
provided  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  competed 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.  We are no
longer in this line of business.

         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.  As stated earlier our business park was condemned
by the  Oklahoma  Department  of  Transportation  as part of the  re-routing  of
Interstate  Highway 40. In July 2003 we settled with ODOT for $4,350,000 for the
condemnation  of the property and are searching  for a  replacement  property to
continue this line of business.



                                       4
<PAGE>

Patents
-------

         Sooner Holdings has no patents.

Government Approval of Principal Products; Government Regulations
-----------------------------------------------------------------

         In  order  to  obtain  and  maintain   contracts  to  operate   private
correctional  facilities,  NDAC had 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, 2003.

ITEM 2.  DESCRIPTION OF PROPERTY.

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

         NDAC's Lincoln Boulevard correctional facility (Northgate) consisted 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,
2003, we had 134 inmates. This property is subject to

         o        a first mortgage that secures a promissory  note in the amount
                  of  $403,543  due April 20,  2003,  with  interest at New York
                  prime plus two percent,

         o        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



                                       5
<PAGE>

         o        A second mortgage that secures a promissory note in the amount
                  of  $705,444,  due  November  28,  2003.  Interest  is payable
                  monthly at 7.5%. Restructured in November 2002 as a long-term,
                  annually renewable note.

         o        A second mortgage that secures a promissory note in the amount
                  of $14,770,  due August 25, 2003.  Interest is payable monthly
                  at prime plus 1%.

         The federal tax cost basis of the  Northgate  correctional  facility is
$770,726 as of September 30, 2003. 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 approximate 1.84
percent tax rate.

         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.

         The federal tax cost basis of the Eastgate facility is $1,046,989 as of
September  30,  2003.  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.

         As stated above, in November 2003 we sold our properties to the Capital
Improvement Authority and exited this line of business.

         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.



                                       6
<PAGE>

         CO Park's leases are generally for three to five years.  As of December
31, 2003,  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.

         During fiscal year 2002 we were notified by the Oklahoma  Department of
Transportation ("ODOT") that the Business Park's improved real property would be
condemned as part of the re-working of Interstate  Highway 40. In late July 2003
we settled with ODOT's  appraisers for $4,350,000  for the  condemnation  of the
property.  We are searching for a replacement  property to continue this line of
business.

         Also in July 2003 we were  notified that the NDAC property was included
in  the  area  marked  for  improvement  by  the  Oklahoma  Capital  Improvement
Authority.  We closed on this  transaction in November  2003.  Subsequent to the
sale of the NDAC property we exited the correctional facility line of business.

ITEM 3.  LEGAL PROCEEDINGS.

         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 judgment  amount plus interest was
accrued  during the fourth  quarter of fiscal 2002. All matters were settled and
satisfied  through  Journal  Entry of  Judgment  entered  and filed in Case Nos.
CJ-2000-394-64 and CJ-2000-4926-64 on September 24, 2003.


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

         In fiscal  2003 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.

         Our  common  stock  trades on the Pink  Sheets  under the stock  symbol
"SOON".  The high and low bid  information  for the stock during the years ended
September  30, 2002 and 2003 is set forth below.  The  information  was obtained
from the Pink Sheets and reflects  inter-dealer prices,  without retail mark-up,
mark-down or commission and may not represent actual transactions:




                                       7
<PAGE>

                  Calendar
                  Quarter                     High          Low
                  ---------------------------------------------

                  2002:    1st Qtr            0.02          0.02
                           2nd Qtr            0.025         0.02
                           3rd Qtr            0.025         0.02
                           4th Qtr            0.02          0.015

                  2003:    1st Qtr            0.015         0.01
                           2nd Qtr            0.01          0.01
                           3rd Qtr            0.015         0.01
                           4th Qtr            0.015         0.01

         Holders.
         --------

         As of  September  30,  2003,  we had 575  shareholders  of  record  and
16,888,016  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, 2003,  1,896,139  shares (or  approximately  11.2 percent) of the issued and
outstanding stock were held by Depository Trust Company in "street name".

         Dividends.
         ----------

         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.

         Securities Authorized for Issuance Under Equity Compensation Plans.
         -------------------------------------------------------------------

         We have  no  compensation  plans  under  which  equity  securities  are
authorized for issuance.

         Recent Sales of Unregistered Securities.
         ----------------------------------------

         During the past three  fiscal  years,  there have been no  unregistered
sales of our common stock by the company.

         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.



                                       8
<PAGE>

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

         The following  discussion  and analysis  should be read in  conjunction
with  the  financial  statements  and  the  accompanying  notes  thereto  and is
qualified  in its  entirety  by the  foregoing  and by more  detailed  financial
information appearing elsewhere. See "Financial Statements."

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.

         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, 2003 compared
--------------------------------------------------------------------------------
to fiscal year ended September 30, 2002:
----------------------------------------

         Cash flow used in  operations  increased  by  $224,516  during the year
ended  September 30, 2003 as compared to the year ended September 30, 2002. Cash
flows provided from investing  activities  increased by $3,232,753 due primarily
to  our  sale  of  our  business  park  for  $4,276,463  which  resulted  in our
extraordinary gain of $2,030,783. Cash flows from financing activities decreased
by $3,378,603, due to a reduction of $2,958,411 in long-term debt and royalties.

         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:

                                                 September 30,    September 30,
                                                     2003             2002
                                                 -------------    -------------

         Deficiency in working capital           $  (3,370,095)   $  (1,796,388)
                                                 =============    =============

         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 is no longer a source
of working capital.



                                       9
<PAGE>
<TABLE>
<CAPTION>

         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.

Results of Operations - The fiscal year ended September 30, 2003 compared to the
--------------------------------------------------------------------------------
fiscal year ended September 30, 2002:
-------------------------------------

         The following table illustrates our revenue mix.

                                Year Ended 09-30-02   Percent   Year Ended 09-30-03   Percent
                                -------------------   -------   -------------------   -------
<S>                             <C>                   <C>       <C>                   <C>
Real estate leasing revenues             $  458,818        19            $  365,363        22

Correctional revenues                     2,012,787        81             1,321,423        78
                                         ----------                      ----------

     Total revenues                      $2,471,605                      $1,686,786
                                         ==========                      ==========

         Total  revenues  decreased  by  $784,819 in fiscal year 2003 (32%) from
$2,471,605 in fiscal year 2002 to $1,686,786 in fiscal year 2003.

         Correctional  revenues decreased by $691,364, or 34%, in the year ended
September  30, 2003 as compared  to the year ended  September  30, 2002 due to a
reduction in the average daily number of inmates.

         Our business park revenues decreased by $93,455 (20%) in the year ended
September 30, 2003. At September 30, 2003,  the business park was 100% occupied,
net of space used by us.  However,  as stated  earlier,  this real  property was
condemned by the Oklahoma  Department of Transportation  ("ODOT") as part of the
re-routing  of  Interstate  Highway  40. In late  July we  settled  with  ODOT's
appraisers for $4,350,000 for the condemnation of the property, and title to the
property passed to ODOT.

Operating Expenses
(Before Interest Expense)       Year Ended 09-30-02   Percent   Year Ended 09-30-03   Percent
-------------------------       -------------------   -------   -------------------   -------

Real estate leasing expenses             $  154,987         5            $  263,958        15

Correctional expenses                     1,102,370        39               610,021        36

Corporate expenses                          958,479        34               630,408        37

Depreciation and Amortization               608,940        22               206,147        12
                                         ----------   -------            ----------   -------

     Total Operating Expenses            $2,824,776       100            $1,710,534       100
                                         ==========   =======            ==========   =======
</TABLE>



                                       10
<PAGE>

Capital Expenditures and Commitments
------------------------------------

         During the year ended  September 30, 2002, we spent $232,652 on capital
expenditures  in our  Eastgate  correctional  facility.  During  the year  ended
September 30, 2003 we had no capital expenditures.  In November 2003 we sold our
correctional  facilities property to the Oklahoma Capital Improvements Authority
and exited this line of business.

Going Concern and Management Plans
----------------------------------

         As shown in the financial  statements,  we had net income of $1,687,427
during the year ended  September  30,  2003,  and, as of that date,  our current
liabilities  exceeded our current assets by $3,370,095 and our total liabilities
exceeded our total assets by $584,510.

Factors That May Affect Future Results
--------------------------------------

         In July 2003 our business  park was  condemned and sold to the Oklahoma
Department  of  Transportation.  In November  2003 our  correctional  facilities
properties were sold to the Oklahoma Capital Improvement  Authority.  During all
of 2003 our telecommunications business did not function at all.

         We are out of business.  We are exploring the possibility of purchasing
another  business  park,  and many of our business  tenants  indicate they would
follow us if we move  quickly  enough.  Unless we do so, we will  liquidate  all
assets and pay all  liabilities  and either dissolve or sell our corporate shell
to third parties.

Off-Balance Sheet Arrangements

         Our company has not entered  into any  transaction,  agreement or other
contractual  arrangement  with an entity  unconsolidated  with us under which we
have

         o        an obligation under a guarantee contract,
         o        a retained or contingent interest in assets transferred to the
                  unconsolidated  entity or similar  arrangement  that serves as
                  credit,  liquidity  or market risk  support to such entity for
                  such assets,
         o        an  obligation,  including a  contingent  obligation,  under a
                  contract   that  would  be  accounted   for  as  a  derivative
                  instrument, or
         o        an obligation,  including a contingent obligation, arising out
                  of a variable  interest  in an  unconsolidated  entity that is
                  held by,  and  material  to,  us where  such  entity  provides
                  financing,  liquidity,  market risk or credit risk support to,
                  or engages in leasing,  hedging,  or research and  development
                  services with, us.



                                       11
<PAGE>
<TABLE>
<CAPTION>

Contractual obligations

         The  following  table sets  forth,  as of the end of the latest  fiscal
year-end  balance  sheet,  information  with  respect  to our known  contractual
obligations.

---------------------- -------------------------------------------------------------
                                           Payments Due-by Period
---------------------- -------------------------------------------------------------
      Contractual                     Less Than                           More Than
      Obligations          Total       1 Year     1-3 Years   3-5 Years    5 Years
---------------------- ------------ ------------ ----------- ----------- -----------
<S>                    <C>          <C>          <C>         <C>         <C>
Long-Term Debt
Obligations             $4,150,918   $4,150,918       -           -           -
---------------------- ------------ ------------ ----------- ----------- -----------
Capital Lease
Obligations                  -            -           -           -           -
---------------------- ------------ ------------ ----------- ----------- -----------
Operating Lease
Obligations                  -            -           -           -           -
---------------------- ------------ ------------ ----------- ----------- -----------
Other Long-Term
Liabilities Reflected
on Our Balance Sheet
under GAAP                   -            -           -           -           -
---------------------- ------------ ------------ ----------- ----------- -----------
---------------------- ------------ ------------ ----------- ----------- -----------
Total                   $4,150,918   $4,150,918       -           -           -
---------------------- ------------ ------------ ----------- ----------- -----------
</TABLE>

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                          13
Consolidated Balance Sheet as of September 30, 2003                         14
Consolidated Statements of Operations for the Year ended
   September 30, 2003 and 2002                                              15
Consolidated Statements of Cash Flows for the Year ended
   September 30, 2003 and 2002                                              16
Consolidated Statement of Stockholders' Deficit
   for the Years ended September 30, 2003 and 2002                          17
Notes to Consolidated Financial Statements                                  18





















                                       12
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

Board of Directors and Stockholders
Sooner Holdings, Inc.

We have audited the accompanying  consolidated balance sheet of Sooner Holdings,
Inc. and  subsidiaries,  as of September 30, 2003, and the related  consolidated
statements of  operations,  stockholders'  equity,  and cash flows for the years
ended September 30, 2003 and 2002. These consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  Those standards require
that we plan and perform the audit to obtain reasonable  assurance about whether
the consolidated  financial  statements are free of material  misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  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  consolidated  balance  sheet of Sooner
Holdings,  Inc.,  as of September 30, 2003,  and the results of its  operations,
stockholders'  equity and its cash flows for the years ended  September 30, 2003
and 2002, in conformity with  accounting  principles  generally  accepted in the
United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note B to the
financial statements,  the Company has suffered recurring losses from operations
and a net capital  deficiency that raise  substantial doubt about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  B.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.


/s/ Murrell, Hall, McIntosh & Co., PLLP

Murrell, Hall, McIntosh & Co., PLLP
May 1, 2007


                                       13
<PAGE>
<TABLE>
<CAPTION>

                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2003



                                     ASSETS
<S>                                                                                  <C>

Current Assets
        Cash and cash equivalents                                                     $   179,478
        Accounts receivable - trade                                                       181,934
        Notes receivable - related party                                                1,273,810
        Other current assets                                                                  853
                                                                                      -----------
               Total Current Assets                                                     1,636,075

Property and Equipment, net of accumulated depreciation                                 1,624,835

Intangible Assets, net of accumulated amortization                                        861,750

Other Assets                                                                              299,000
                                                                                      -----------

Total Assets                                                                          $ 4,421,660
                                                                                      ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
        Accounts payable                                                              $   217,048
        Accrued liabilities                                                               531,765
        Deferred revenue                                                                     --
        Royalty payable                                                                   106,439
        Current portion of long-term debt                                               4,150,918
                                                                                      -----------
               Total Current Liabilities                                                5,006,170

Long-term Debt less current portion                                                          --

Stockholders' Equity (Deficit)
        Preferred stock - undesignated; authorized, 10,000,000 shares; issued
               and outstanding, none                                                         --
        Common stock, $.001 par value 100,000,000 shares authorized
               13,888,016 shares issued and outstanding                                    13,888
        Additional paid in capital                                                      6,268,490
        Retained earnings (deficit)                                                    (6,794,888)
        Related party receivable from stock purchase                                      (72,000)
                                                                                      -----------
Total Stockholders' Equity (Deficit)                                                     (584,510)
                                                                                      -----------
Total Liabilities and Stockholders' Equity (Deficit)                                  $ 4,421,660
                                                                                      ===========


</TABLE>



            See accompanying summary of accounting policies and notes
                            to financial statements.

                                       14
<PAGE>
<TABLE>
<CAPTION>

                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                     Year ended
                                                                    September 30,
                                                            ----------------------------

                                                                 2003            2002
                                                            ------------    ------------
<S>                                                         <C>             <C>

Revenue
        Correctional facility services                      $  1,321,423    $  2,012,787
        Commercial leasing                                       365,363         458,818
                                                            ------------    ------------
               Total Revenue                                   1,686,786       2,471,605

Operating Expenses
        Cost of correctional facility services                   610,021       1,102,370
        Cost of commercial leasing                               263,958         154,987
        General and administrative expense                       630,408         958,479
        Depreciation, depletion and amortization                 206,147         608,940
                                                            ------------    ------------
               Total Operating Expenses                        1,710,534       2,824,776
                                                            ------------    ------------

Operating Income (Loss)                                          (23,748)       (353,171)

Other (Expenses) Income
        Other income                                               8,104            --
        Interest income                                           (7,911)           --
        Gain on settlement                                        60,576            --
        Other expense                                            (27,234)         (8,008)
        Interest expense                                        (353,143)       (602,247)
                                                            ------------    ------------
               Total Other (Expense) Income                     (319,608)       (610,255)

(Loss) before Extraordinary Income                              (343,356)       (963,426)

Extraordinary Gain on Condemnation of commercial property      2,030,783            --
                                                            ------------    ------------

Net Income (Loss) before Income Tax                            1,687,427        (963,426)

Income Tax Benefit (Expense)                                        --              --
                                                            ------------    ------------

Net Income (Loss)                                           $  1,687,427    $   (963,426)
                                                            ============    ============

Net (Loss) per Share, Basic and Diluted                     $       0.12    $      (0.07)
                                                            ============    ============

Weighted average of number of shares outstanding              13,888,016      13,888,016
                                                            ============    ============
</TABLE>





            See accompanying summary of accounting policies and notes
                            to financial statements.

                                       15
<PAGE>
<TABLE>
<CAPTION>


                      SOONER HOLDINGS, INC. AND SUBSIDARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEAR ENDED SEPTEMBER 30, 2002 AND 2003




                                         Common stock                 Additional
                              -----------------------------------       paid-In
                                   Shares             Amount            capital
                              ----------------   ----------------   ----------------
<S>                           <C>                <C>                <C>
Balance, September 30, 2001         13,888,016   $         13,888   $      6,268,490

Net loss                                  --                 --                 --
                              ----------------   ----------------   ----------------

Balance, September 30, 2002         13,888,016             13,888          6,268,490

Net Income                                --                 --                 --
                              ----------------   ----------------   ----------------
Balance, September 30, 2003         13,888,016   $         13,888   $      6,268,490
                              ================   ================   ================



                                                     Related             Total
                                Accumulated           party          Shareholders'
                                  Deficit           receivable      Equity (Deficit)
                              ----------------   ----------------   ----------------

Balance, September 30, 2001   $     (7,518,889)  $        (72,000)  $     (1,308,511)

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

Balance, September 30, 2002         (8,482,315)           (72,000)        (2,271,937)

Net Income                           1,687,427               --            1,687,427
                              ----------------   ----------------   ----------------
Balance, September 30, 2003   $     (6,794,888)  $        (72,000)  $       (584,510)
                              ================   ================   ================
</TABLE>


            See accompanying summary of accounting policies and notes
                            to financial statements.

                                       16
<PAGE>
<TABLE>
<CAPTION>



                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                           Year ended
                                                                          September 30,
                                                                    --------------------------
                                                                        2003           2002
                                                                    -----------    -----------
<S>                                                                 <C>            <C>

Cash Flows From Operating Activities
        Net (Loss)                                                  $ 1,687,427    $  (963,426)
        Adjustments to reconcile net loss to net cash provided by
        operating activities
               Depreciation, depletion and amortization                 206,147        608,940
               (Gain) Loss on disposal of property                   (2,030,783)        13,205
               Write off of loan origination fee                        100,771           --
               (Increase) Decrease in
                 Accounts receivable                                     (5,047)        96,404
                 Other current assets and other assets                  128,596        (79,210)
               Increase (Decrease) in
                 Accounts payable                                       100,080         20,360
                 Accrued liabilities                                    (84,785)       259,006
                 Deferred revenue                                       (24,900)         4,150
                 Royalties payable                                      106,439           --
                                                                    -----------    -----------
               Net Cash Flows From Operating Activities                 183,945        (40,571)

Cash Flows From Investing Activities
        Proceeds from sale of property                                4,276,463           --
        Increase (Decrease) in restricted cash                             --            2,553
        Purchase of property and equipment                                 --         (232,653)
        Loans made to related parties                                (1,273,810)          --
                                                                    -----------    -----------
               Net Cash Provided (Used) by Investing Activities       3,002,653       (230,100)

Cash Flows from Financing Activities
        Repayments of long term debt and royalty                     (3,064,850)      (410,081)
        Borrowings on notes payable                                        --          747,564
        Royalty payments                                                   --          (23,730)
                                                                    -----------    -----------
               Net Cash Provided (Used) by Financing Activities      (3,064,850)       313,753

Increase (Decrease) in Cash                                             121,748         43,082
Cash at Beginning of Year                                                57,730         14,648

                                                                    -----------    -----------
Cash at End of Year                                                 $   179,478    $    57,730
                                                                    ===========    ===========

Supplemental Information:
        Interest Paid in Cash                                       $    94,453    $   373,437
                                                                    ===========    ===========

</TABLE>



            See accompanying summary of accounting policies and notes
                            to financial statements.

                                       17
<PAGE>



                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2003 and 2002

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.

NOTE B - CONTINUATION AS A GOING CONCERN

The accompanying  financial  statements have been prepared  assuming that Sooner
Holdings,  Inc.  will continue as a going  concern.  Sooner  Holdings,  Inc. has
suffered  losses  from  operations  in  recent  years  and  continues  to have a
significant  stockholder's deficit.  Subsequent to September 30, 2003, and as of
the date of this report, Sooner Holdings, Inc., has ceased all of the operations
described in Note A to the  financial  statements  and is  currently  seeking to
acquire new business  opportunities.  The company's  current business plan is to
seek,  investigate  and,  if  warranted,  acquire  one  or  more  properties  or
businesses,   and  to  pursue  other  related  activities  intended  to  enhance
shareholder  value.  The  acquisition of a business  opportunity  may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture or partnership. Management
intends to seek opportunities demonstrating the potential of long-term growth as
opposed to short-term  earnings.  Management  cannot  predict to what extent the
company might incur further  operating  losses through any business entity which
may eventually be acquired. 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.

NOTE C - 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.

2.       Revenue Recognition

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



                                       18
<PAGE>


         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
         forty 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.

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



                                       19
<PAGE>

         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, 2003 and 2002.

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.

11.      Use of Estimates

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

12.      New Accounting Pronouncements

         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  outlined  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.

         In July 2002, SFAS No. 146,  Accounting for Costs  Associated with Exit
         or Disposal Activities,  was issued. SFAS No. 146 is effective for exit



                                       20
<PAGE>

         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.

         In December  2002,  the FASB issued  Statement No. 148,  Accounting for
         Stock-Based  Compensation--Transition  and Disclosure, (SFAS 148). SFAS
         148 amends  Statement 123,  Stock-Based  Compensation,  with respect to
         Statement 123's  transition  provisions and required  disclosures.  The
         adoption of SFAS 148 had no impact on the Company's financial position,
         results of operations or cash flows.

13.      Concentrations of Credit Risk

         The Company  maintains  cash  balances and  certificates  of deposit at
         several  financial  institutions.  Accounts  at  each  institution  are
         insured by the Federal Deposit Insurance Corporation up to $100,000. At
         times, bank deposit accounts may exceed federally  insured limits.  The
         Company has not experienced any losses in such accounts and believes it
         is not  exposed  to any  significant  credit  risk  on  cash  and  cash
         equivalents.

NOTE D - PROPERTY AND EQUIPMENT

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

                                            Useful life                 2003
                                            -----------                 ----

     Land                                       -                   $  322,000
     Buildings and improvements               12-40                  1,421,164
     Machinery and equipment                   3-12                    111,105
     Vehicles                                   5                       35,980
                                                                    ----------
                                                                     1,890,249
          Less accumulated depreciation                                265,414
                                                                    ----------

                                                                    $1,624,835
                                                                    ==========

Depreciation expense totaled $157,458 and $206,185 for the years ended September
30, 2003 and 2002, respectively.

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 received
ODOT's  settlement of $4,350,000  for the  condemnation  of the property in late
July 2003. The condemnation  resulted in an extraordinary gain of $2,030,783 for
the year ended  September  30, 2003 The  Company is  searching  for  replacement
property to continue this line of business.

NOTE E - INTANGIBLE ASSETS

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

                                                                        2003
                                                                        ----

     Contract rights                                                $1,754,381
       Less accumulated amortization                                   892,631
                                                                    ----------

                                                                    $  861,750
                                                                    ==========

Amortization  expense totaled $48,689 and $254,155 for the years ended September
30, 2003 and 2002.



                                       21
<PAGE>


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.

During the year  ended  September  30 , 2003,  the ACA  Accreditation  costs and
organization  costs of NDAC were determined to have no continuing value and were
written off in the fourth quarter of fiscal 2003.  These  impairment  losses are
included in depreciation and amortization expense.

NOTE F - OTHER ASSETS

Other assets are comprised of the following as of September 30, 2003:


     Certificates of deposit                          $  299,000

NOTE G - NOTES PAYABLE

Notes payable consist of the following at September 30, 2003:

    Notes payable to related  parties,  interest
    at 10% per annum,  payable  on demand  after
    September 30, 2003; uncollateralized                              $  859,581

    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

    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                                        403,543

    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 December 31,
    2002),    principal    payable   May   2005;
    uncollateralized,  guaranteed  by a  related
    party                                                                119,695

    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                                        705,444



                                       22
<PAGE>


    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                                                           14,770

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

    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.                                                     253,728

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

    Advance from related party                                            64,600
                                                                      ----------

                                                                       4,150,918
      Less current portion                                             4,150,918
                                                                      ----------

                                                                      $        -
                                                                      ==========

Aggregate  future  maturities  of notes  payable at  September  30,  2003 are as
follows:

     Year ending September 30:

          2004                                   $4,150,918

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

NOTE H - 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 three  months 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  $106,000
is classified as current in the financial statements.

NOTE I - STOCKHOLDERS' DEFICIT

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,



                                       23
<PAGE>

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 June 30, 2003.

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 expired 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.

                                                  Years ended September 30,
                                                     2003           2002
                                                     ----           ----
     Net income (loss)
       As reported                               $1,687,427     $(963,426)
       Pro forma                                 $1,687,427     $(963,426)

     Loss per share, basic and diluted
       As reported                                $     .12     $    (.07)
       Pro forma                                  $     .12     $    (.07)

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.



                                       24
<PAGE>


A summary of the status of the  Company's  stock option plan as of September 30,
2003 and 2002 and changes during the years ended September 30, 2003 and 2002 are
presented below.

                                           2003                   2002
                                               Weighted                Weighted
                                                average                 average
                                               exercise                exercise
                                    Shares       price       Shares      price
                                    ------       -----       ------      -----
     Outstanding at beginning
     of period                     600,000       $0.33      600,000      $0.33
     Granted                           -           -            -      $   -
     Exercised                         -           -            -      $   -
     Forfeited                    (600,000)        -            -      $   -
                                  --------                  -------
    Outstanding at end of
      period                           -           -        600,000      $0.33
                                  ========                  =======

    Options exercisable at
      Period end                       -           -        600,000      $0.33

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

NOTE J - 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:

                                                        2003           2002
                                                        ----           ----
    Income taxes at federal statutory rate           $ 874,690     $(327,565)
    Change in valuation allowance, net of
      change in estimate of deferred tax
      liability                                       (982,307)      451,881
    State income taxes at statutory rate               107,617       (54,330)
    Effect of graduated rates                                -             -
    Revisions of prior year estimates                        -       (69,986)
                                                     ---------     ---------

        Total tax benefit                            $       -      $      -
                                                     =========      ========

Components of deferred taxes are as follows at June 30:

                                                        2003           2002
                                                        ----           ----
    Assets

      Property and equipment                         $        -     $    8,228
      Intangible assets                                       -        254,359
      Tax loss carryforward                           1,556,800      2,276,520
      Valuation allowance                            (1,551,116)    (2,533,423)
                                                     ----------     ----------

          Total assets                                    5,684          5,684

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

          Total                                      $        -     $        -
                                                     ==========     ==========



                                       25
<PAGE>


The valuation  allowance  increased(decreased)  $(982,307)  and $451,881 for the
years ended September 30, 2003 and 2002, 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.

At September 30, 2003,  the Company has net  operating  loss  carryforwards  for
income tax purposes as follows:

               Expiration  date

                    2005                         $  345,000
                    2006                            390,000
                    2007                            256,000
                    2008                            707,000
                    2009                            244,000
                    2010                            358,000
                    2012                             29,000
                    2018                            280,000
                    2019                            371,000
                    2020                            520,000
                    2021                            998,000
                                                 ----------
                                                 $4,498,000

NOTE K - 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 Notes Receivable

As of September  30, 2003,  the Company had various  notes  receivable  due from
related parties in the amount of $1,273,810. The majority of this consisted of a
loan to the Company's president and chairman in the amount of $1,263,301 with no
repayment terms specified.  The entire outstanding  balance was paid back to the
Company during the fourth quarter of 2004.

Related Party Obligations

The following table reflects amounts owed to related parties as of September 30:



                                       26
<PAGE>


                                                         2003
                                        ----------------------------------------
                                                            Accounts payable and
                                        Notes payable, net   accrued liabilities
                                        ------------------  --------------------


President and Chairman                     $   559,581              $143,506
Aztore Holdings, Inc.                          300,000                94,891
NDLLC                                          629,200                     -
Advances from related
  party                                         64,600                     -
                                           -----------              --------

Total related party
  liabilities                              $ 1,553,381              $238,397
                                           ===========              ========

In addition,  at September 30, 2003,  the president and chairman has  personally
guaranteed $776,966 of the Company's notes payable (see Note F).

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 judgment  amount plus interest was accrued
during the fourth quarter of fiscal 2002. All matters were settled and satisfied
through Journal Entry of Judgment entered and filed in Case Nos.  CJ-2000-394-64
and CJ-2000-4926-64 on September 24, 2003.

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.

During July 2003 the Company was notified that the NDAC property was included in
the area marked for improvement by the Oklahoma Capital  Improvement  Authority.
The Company closed on this transaction in November 2003.  Subsequent the sale of
the NDAC property the Company exited correctional facility line of business.

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 are as follows as of and for the:

                                                       Years ended
                                                      September 30,
                                                   2003         2002
                                                   ----         ----
Revenues
  Commercial leasing                           $  365,363   $  458,818
  Correctional facility                         1,321,423    2,012,787
                                               ----------   ----------

      Total                                    $1,686,786   $2,471,605
                                               ==========   ==========

Segment earnings (loss)
  Commercial leasing                           $1,944,406   $  (49,964)
  Correctional facility                        (1,082,878)    (549,010)
  Telecommunications                              (28,896)    (243,291)
  Corporate                                       (34,907)    (121,161)
                                               ----------   ----------

      Total                                    $  797,725   $ (963,426)
                                               ==========   ==========



                                       27
<PAGE>


Identifiable assets
  Commercial leasing                           $1,564,868   $2,888,344
  Correctional facility                         1,983,937    3,064,796
  Telecommunications                                    -       27,484
  Corporate                                         3,171      833,605
  Eliminations                                          -   (1,111,980)
                                               ----------    ---------

      Total                                    $3,551,976   $5,702,249
                                               ==========   ==========

Depreciation, amortization
 and impairment
  Commercial leasing                           $   76,874   $   81,364
  Correctional facility                           121,889      284,795
  Telecommunications                                6,522      241,921
  Corporate                                           862          860
                                               ----------   ----------

      Total                                    $  206,147   $  608,940
                                               ==========   ==========

Additions to long-lived
 Assets
  Commercial Leasing                           $        -   $    5,753
  Correctional facility                        $        -   $  226,900
                                               ----------   ----------

      Total                                    $        -   $  232,653
                                               ==========   ==========

Interest expense
  Commercial leasing                           $  165,106   $  219,295
  Correctional facility                           145,258      322,557
  Corporate                                        14,284       60,395
                                               ----------   ----------

      Total                                    $  324,648   $  602,247
                                               ==========   ==========

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, 2003 and 2002,  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  78% and  79% of  total  Company  revenues,  respectively.  This
contract is renewable annually.



                                       28
<PAGE>


ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE.

         On February 3, 2003 Grant  Thornton LLP of Oklahoma City, the principal
independent accountants of Sooner Holdings, Inc., resigned.

         The report of Grant Thornton LLP on the financial  statements of Sooner
for each of its fiscal  years ended  September  30, 2002 and 2001  contained  no
adverse opinions or disclaimers of opinion,  and were not otherwise  modified as
to audit scope, or accounting  principles.  The reports of Grant Thornton LLP on
the  financial  statements  of  Sooner  for  each of the past  two  years  ended
September  30,  2002 and  2001  did,  however,  contain  explanatory  paragraphs
describing an uncertainty about Sooner's ability to continue as a going concern.

         During the past two years and all interim  periods prior to February 3,
2003 there were no disagreements  between Sooner and Grant Thornton LLP, whether
or not resolved, on any matter of accounting principles or practices,  financial
statement  disclosure,  or auditing scope or procedure which, if not resolved to
Grant  Thornton's  satisfaction,  would have caused it to make  reference to the
subject  matter of the  disagreements  in  connection  with its reports for such
periods.

         During the  fiscal  years  ended  September  30,  2002 and 2001 and all
subsequent  interim  periods and to February 3, 2003,  the date of  resignation,
there  have  been no  reportable  events  (as  defined  in  Regulation  S-K Item
304(a)(1)(v)).

         Sooner  delivered a copy of this Form 8-K report to Grant  Thornton LLP
on February 5, 2003,  and  requested  that Grant  Thornton LLP furnish it with a
letter  addressed to the Securities and Exchange  Commission (the "SEC") stating
whether or not Grant Thornton LLP agrees with the above statements.  Attached to
Form 8-K for  02-03-03  as Exhibit 16 is a copy of the letter of Grant  Thornton
LLP to the SEC dated February 5, 2003.

         On February 3, 2003,  Sooner  Holdings,  Inc.  engaged  Murrell,  Hall,
McIntosh  &  Co.,  PLLP.  of  Oklahoma  City,  Oklahoma,  as its  new  principal
accountant  to audit  its  consolidated  financial  statements.  Sooner  has not
consulted with Murrell,  Hall, McIntosh & Co., PLLP. on any items concerning the
application  of accounting  principles to a specified  transaction,  the type of
audit opinion that might be rendered on Sooner's  financial  statements,  or the
subject  matter of a disagreement  on reportable  events with the former auditor
(as described in Regulation 5-K Item 304(a)(2)).

ITEM 8A. CONTROLS AND PROCEDURES.

         Evaluation of disclosure  controls and procedures.  The Company carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's management,  including the Company's Chief Executive Officer and Chief
Financial  Officer,  of the  effectiveness  of the design and  operation  of the
Company's disclosure controls and procedures as of the end of the period covered
by this report.  Based upon that  evaluation,  the Chief  Executive  Officer and
Chief Financial  Officer  concluded that the Company's  disclosure  controls and
procedures  provide  reasonable  assurances  that the information the Company is



                                       29
<PAGE>
<TABLE>
<CAPTION>

required to disclose  in the  reports it files or submits  under the  Securities
Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time  period  required  by the  Commission's  rules  and  forms.  There  were no
significant  changes in the Company's internal control over financial  reporting
during the period covered by this report that have materially  affected,  or are
reasonably  likely to materially  affect our internal  controls  over  financial
reporting.

ITEM 8B. OTHER INFORMATION

         There is no  information  that was required to be disclosed on Form 8-K
during the fourth quarter of 2003 that was not reported.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT.

Directors, Executive Officers and Significant Employees.
--------------------------------------------------------

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, 2003:

                                                                               Ownership(1)
                              Director                                     -------------------
          Name          Age    Since      Principal Occupation               Amount    Percent
---------------------   ---   --------    ------------------------------   ---------   -------
<S>                     <C>   <C>         <C>                              <C>         <C>
R.C. Cunningham II      75    06/01/89    Chairman and President, Sooner   6,394,081     46.0
                                          Holdings, Inc.
Ron Alexander, Sr.(2)   60    12/31/99    Vice President, New Direction    1,442,000     10.4
                               (apptd     Acquisition Corp.
                              12/31/99)

R.C. Cunningham III     37    07/03/97    Vice President, Secretary and       72,129       *
                                          Chief Financial Officer, Sooner
                                          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, 2003
         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).



                                       30
<PAGE>

Directors of the Subsidiaries.
                                                                        Director
      Name            Age        Principal Occupation       Subsidiary    Since
-------------------   ---   -----------------------------   ----------  --------
R.C. Cunningham II    75    Chairman and President,         CO Park     06/01/89
                            Sooner Holdings, Inc.           NDAC        09/04/97
R.C. Cunningham III   37    Vice President, Secretary and   CO Park     07/03/97
                            Chief Financial Officer,        NDAC        09/04/97
                            Sooner Holdings, Inc.

         Business Experience:

         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,  2003,  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.
















                                       31
<PAGE>
<TABLE>
<CAPTION>

     Name             Age                           Title                       Officer Since
-------------------   ---   --------------------------------------------------  -------------
<S>                   <C>                                                       <C>
R.C. Cunningham II     75   CEO and President, Sooner Holdings, Inc.              06/01/88*
                            CEO and President, Charlie O Business Park            03/15/91*
                              Incorporated
                            CEO and President, ND Acquisition                     09/04/97*
                              Corp.
                            Secretary, Sooner Communications, Inc.                04/26/00

Ron Alexander, Sr.     60   Vice President, ND Acquisition Corp.                  06/01/98

R.C. Cunningham III    37   Secretary, Sooner Holdings, Inc.                      07/03/97
                            Chief Financial Officer, Sooner Holdings, Inc.        03/31/98
                            Secretary and Treasurer, Charlie O Business Park      07/03/97
                              Incorporated
                            Secretary and Treasurer, ND Acquisition               09/04/97*
                              Corp.
                            Vice President,Sooner Holdings, Inc.                  07/01/00*
</TABLE>
----------------------
*        Date of inception of the respective companies.

Audit Committee and Audit Committee Financial Expert

         Our directors serve as our audit committee. There is no audit committee
financial  expert serving on the audit committee.  However,  the audit committee
has the authority to hire a financial expert any time it has the need for expert
financial advice.

Code of Ethics

         We have  adopted a Code of Ethics that  applies to our chief  executive
officer,  chief  financial  officer,  and - should we acquire  such -  principal
accounting officer or controller or persons performing similar functions. A copy
of the Code of Ethics was filed as Exhibit 14 to Form 10-QSB 12-31-02.

Compliance With Section 16(a) of the Exchange Act.
--------------------------------------------------

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

         Based solely on a review of the copies of such forms received by it, or
written  representations  from certain reporting persons, we believe that during
fiscal  2003 all the  reporting  persons  complied  with  Section  16(a)  filing
requirements.





                                       32
<PAGE>
<TABLE>
<CAPTION>

ITEM 10. EXECUTIVE COMPENSATION.

         The table below sets forth all  compensation  awarded to, earned by, or
paid to our chief  executive  officer  during the last three years and any other
executive that earned compensation in excess of $100,000:

---------------------------------------------------------------------------------------------------------
                                                            Long Term
----------------------------------------------------------  Compensation
                         Annual Compensation                Awards                  Payouts
---------------------------------------------------------- ----------------------- ----------
                                                   Other                Securities
Name and                                           Annual   Restricted  Underlying             All Other
Principal                                          Compen-  Stock       Options/    LTIP       Compen-
Position               Year    Salary     Bonus    sation   Awards      SARS        Payouts    sation
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- -----------
<S>                   <C>    <C>        <C>       <C>      <C>         <C>         <C>        <C>
R. C Cunningham, II,
CEO                    2003         $0        $0   $4,800           0           0          0       $4,800
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
                       2002         $0        $0   $4,800           0           0          0       $4,800
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
                       2001         $0        $0       $0           0           0          0           $0
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
Ronnie M. Alexander,
Director and VP, ND    2003   $120,000        $0       $0           0           0          0      $23,705
Acquisitions, Inc.
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
                       2002   $120,000        $0       $0           0           0          0      $23,705
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
                       2001   $120,000   $14,329       $0           0           0          0      $23,705
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
</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.  Options  of  300,000  shares
exercisable  at $0.333 had been granted to each of Melissa S.  Fletcher and R.C.
Cunningham  III. The options  expired June 21,  2003.  There are no  outstanding
options.

         Employment Contracts.
         ---------------------

         We have no employment contracts.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The  following  table shows  information  as of December  15, 2003 with
respect to each  beneficial  owner of more than five  percent of our only voting
stock and to each of the officers and directors of our company and as a group:





                                       33
<PAGE>

                                                                            % of
                                                     No. of Shares         Class
                                                     -------------         -----
R.C. Cunningham II (5)
1440 Glenbrook Drive
Oklahoma City, OK 73118                                  6,394,081         46.04

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

Lanny R. Lang (3)
3536 East 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

All officers and directors as a group (4 persons)
                                                         7,908,210         56.94
         --------------------
         *        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  Aztore  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.




                                       34
<PAGE>
<TABLE>
<CAPTION>

         (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.

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.

         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.

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.

Number              Description                                                      Footnote
<C>                 <C>                                                              <C>
3.1 through 3.3     Articles of Incorporation Bylaws and amendments thereto
                                                                                        (1)

10.1 through 10.11  Material contracts                                                  (1)




                                       35
<PAGE>

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

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

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

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        (3)
                    dated  November  1,  1999  between  Sooner  Holdings,  Inc.,
                    Bulldog Investment Company,  LLC, and Aztore Holdings,  Inc.

14                  Code of Ethics for CEO and Senior Financial Officers                (6)

16                  Letter of February 5, 2003 of Grant  Thornton LLP.  agreeing        (5)
                    with  the  statements  made  in  this  Form  8-K  by  Sooner
                    Holdings,  Inc.,  concerning  Sooner's  change of  principal
                    independent accountants.

19.1 through 19.6   Other agreements                                                    (6)

20.1                Audit Committee Charter                                             (6)

20.2                Compensation Committee Charter                                      (6)

20.3                Governance and Nominating Committee Charter                         (6)

20.4                Corporate Governance Principles                                     (6)

22.1                Subsidiaries of the registrant                                      (4)

31                  Certification  of Chief  Executive  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 302 of
                    the Sarbanes-Oxley Act of 2002.

31.1                Certification  of Chief  Financial  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 302 of
                    the Sarbanes-Oxley Act of 2002.




                                       36
<PAGE>

32                  Certification  of Chief  Executive  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.

32.1                Certification  of Chief  Financial  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.
</TABLE>
         -------------------------


(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).

(5)      Filed as an exhibit to our Form 8-K,  filed  February 7, 2003 (file no.
         0-18344).

(6)      Filed as an Exhibit to our Form 10-QSB 12-31-02 (file no. 0-18344).


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         Audit Fees. Our principal independent accountant billed us, for each of
the last two fiscal years,  the following  aggregate  fees for its  professional
services rendered for the audit of our annual financial statements and review of
financial  statements  included  in our Form  10-QSB  reports or other  services
normally  provided  in  connection  with  statutory  and  regulatory  filings or
engagements for those two fiscal years:

                  Fiscal Year ended September 30, 2003                 $3,000
                  Fiscal Year ended September 30, 2002                 $  -0-

         Audit-Related Fees. Our principal independent accountant billed us, for
each of the last two fiscal years,  the following  aggregate  fees for assurance
and  related  services  reasonably  related to the  performance  of the audit or
review of our financial statements and not reported above under "Audit Fees":

                  Fiscal Year ended September 30, 2003                 $-0-
                  Fiscal Year ended September 30, 2002                 $-0-

         Tax Fees. Our principal  independent  accountant billed us, for each of
the last  two  fiscal  years,  the  following  aggregate  fees for  professional
services rendered for tax compliance, tax advice and tax planning:




                                       37
<PAGE>

                  Fiscal Year ended September 30, 2003                 $-0-
                  Fiscal Year ended September 30, 2002                 $-0-

         All Other Fees.  Our principal  independent  accountant  billed us, for
each of the last two fiscal years, the following aggregate fees for products and
services  provided by it,  other than the  services  reported in the above three
categories:

                  Fiscal Year ended September 30, 2003                 $-0-
                  Fiscal Year ended September 30, 2002                 $-0-

         Pre-Approval  of Audit and  Non-Audit  Services.  The  Audit  Committee
charter  requires that the committee  pre-approve  all audit,  review and attest
services and non-audit services before such services are engaged.






















                                       38
<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:  July 25, 2007           SOONER HOLDINGS, INC.



                               By /s/ R.C. Cunningham II
                                 -----------------------------------------------
                                 R.C. Cunningham II, President

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



Date:  July 25, 2007              /s/ R.C. Cunningham II
                                 -----------------------------------------------
                                 R.C. Cunningham II, Chairman of the Board,
                                 Chief Executive Officer, President and Director



Date:  July 25, 2007              /s/ R.C. Cunningham III
                                 -----------------------------------------------
                                 R.C. Cunningham III, Secretary, Chief Financial
                                 Officer  and Director




Date:  July 25, 2007
                                 -----------------------------------------------
                                 Ronnie M. Alexander, Director











                                       39
<PAGE>
<TABLE>
<CAPTION>

                              SOONER HOLDINGS, INC.
                           Commission File No. 0-18344

                                  EXHIBIT INDEX

                                   Form 10-KSB
                       For the Fiscal Year Ended 09-30-03

         The following  exhibits are filed, by  incorporation  by reference,  as
part of this Form 10-KSB:

Number              Description                                                      Footnote
<C>                 <C>                                                              <C>
3.1 through 3.3     Articles of Incorporation Bylaws and amendments thereto
                                                                                        (1)

10.1 through 10.11  Material contracts                                                  (1)

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

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

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

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        (3)
                    dated  November  1,  1999  between  Sooner  Holdings,  Inc.,
                    Bulldog Investment Company,  LLC, and Aztore Holdings,  Inc.

14                  Code of Ethics for CEO and Senior Financial Officers                (6)

16                  Letter of February 5, 2003 of Grant  Thornton LLP.  agreeing        (5)
                    with  the  statements  made  in  this  Form  8-K  by  Sooner
                    Holdings,  Inc.,  concerning  Sooner's  change of  principal
                    independent accountants.




                                       1
<PAGE>

19.1 through 19.6   Other agreements                                                    (6)

20.1                Audit Committee Charter                                             (6)

20.2                Compensation Committee Charter                                      (6)

20.3                Governance and Nominating Committee Charter                         (6)

20.4                Corporate Governance Principles                                     (6)

22.1                Subsidiaries of the registrant                                      (4)

31                  Certification  of Chief  Executive  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 302 of
                    the Sarbanes-Oxley Act of 2002.

31.1                Certification  of Chief  Financial  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 302 of
                    the Sarbanes-Oxley Act of 2002.

32                  Certification  of Chief  Executive  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.

32.1                Certification  of Chief  Financial  Officer  pursuant  to 18
                    U.S.C.  Section 1350, as adopted  pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002.
</TABLE>
         -------------------------
(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).

(5)      Filed as an exhibit to our Form 8-K,  filed  February 7, 2003 (file no.
         0-18344).

(6)      Filed as an Exhibit to our Form 10-QSB 12-31-02 (file no. 0-18344).




                                       2