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

                                    FORM 10-K
                   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2008

                                       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

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the issuer (1) has 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 [X] No [ ]

<PAGE>

Indicate by check mark if disclosure  of  delinquent  filers in response to Item
405 of Regulation S-K 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-K
or any amendment to this Form 10-K. [X]

         Indicate by check mark whether the  registrant  is a large  accelerated
filer, an accelerated  filer, a  non-accelerated  filer, or a smaller  reporting
company.
         Large accelerated filer [  ]         Accelerated filer [  ]
         Non-accelerated filer [  ]           Smaller reporting company [X]

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

State issuer's revenues for its most recent fiscal year:  $-0-

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold, or the $0.125 average bid and asked price of such common equity, as of
December 15, 2008: $407,747.

As of December 10, 2008, there were 12,688,016 shares of the Registrant's Common
Stock, par value $0.001 per share, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K  (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) under the  Securities Act of 1933.  The listed  documents  should be clearly
described for identification  purposes (e.g.,  annual report to security holders
for fiscal year ended December 24, 1980). None

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

                                       ii

<PAGE>

                                TABLE OF CONTENTS


PART I

ITEM 1       Business .........................................................1
ITEM 2       Properties .......................................................8
ITEM 3       Legal Proceedings ................................................8
ITEM 4       Submission of Matters to a Vote of Security Holders ..............8

PART II

ITEM 5       Market for Registrant's Common Equity, Related Stockholder
             Matters and Issuer Purchases of Equity Securities ................8
ITEM 7       Management's Discussion and Analysis of Financial Condition
             and Results of Operations ........................................9
ITEM 8       Financial Statements and Supplementary Data .....................11
ITEM 9       Changes in and Disagreements with Accountants on Accounting
             and Financial Disclosure ........................................22
ITEM 9A(T)   Controls and Procedures .........................................23
ITEM 9B      Other Information ...............................................24

PART III

ITEM 10      Directors, Executive Officers and Corporate Governance ..........24
ITEM 11      Executive Compensation ..........................................29
ITEM 12      Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters .................................30
ITEM 13      Certain Relationships and Related Transactions, and Director
             Independence ....................................................31
ITEM 14      Principal Accounting Fees and Services ..........................32

PART IV

ITEM 15      Exhibits, Financial Statement Schedules .........................33


                                      iii

<PAGE>


                                     PART I

ITEM 1.  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.

         Until the events described below, we operated the three above-described
businesses through three subsidiaries,  ND Acquisition Corp., Charlie O Business
Park Incorporated and Sooner  Communications,  Incorporated.  These subsidiaries
and a brief summary of their  businesses until their demise in fiscal years 2003
and 2004 follow.

         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  were 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.

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

         On May 2, 2000 the Sooner  Communications  (Communications)  subsidiary
purchased all the rights to a computer based platform called Cadeum.  Cadeum was
designed to host  computer-based  telephony products developed  specifically for
telecommunication  providers. We planned to market these products on a wholesale
level to  telecommunication  carriers.  We completed  beta testing the answering
service section of Cadeum with a large  Texas-based  regional  telecommunication
provider.  Due to certain interface  issues,  marketing of the answering service
was  suspended  awaiting a  resolution.  We resolved  these  issues in the early
second quarter of fiscal 2002, at which time marketing of the answering  service
was to resume. However, the Texas-based regional telecommunications provider did
not  resume  marketing,  due to  problems  inherent  in  the  telecommunications
industry. We consider this business to now be defunct.


                                       1
<PAGE>

         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 searched for a replacement property to continue
this line of business, but we found none.

Business of the Company
-----------------------

         Our 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.  We have no capital, and it is unlikely that we will be
able to take advantage of more than one such business opportunity.  We intend to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

         At the present time we have identified a business  opportunity  that we
are  pursuing.  It  involves  a change in control of our  company,  through  the
proposed purchase by Mr. Glen McKay of Toronto, Canada of 81% of the outstanding
shares of common stock of the company now held by R.C. Cunningham,  president of
the company,  and Thomas J. Kenan,  general  counsel of the  company.  Mr. McKay
proposes to acquire from investors the required funds,  estimated at $5 billion,
to purchase the existing  monorail in Las Vegas,  Nevada, to expand it, to build
and operate a high-speed  railroad between the Las Vegas monorail and a location
near Los Angeles,  California,  and to develop real estate  projects  associated
with areas near the railroad.  The agreement  concerning  this change of control
has been  reported in the company's  Form 8-K filed with the  Commission on July
28,  2008 and is  adopted  herein  by  reference  (SEC  File  Number  000-18344,
Accession  Number  0001010549-08-000601).  Its term has been extended twice. Mr.
McKay has  reported  progress in  attracting  investors,  but no funds have been
raised  to date and a  closing  of the  change  of  control  agreement  is still
problematic.

No Rights of Dissenting Shareholders
------------------------------------

         We do not intend to provide our shareholders  with complete  disclosure
documentation  including  audited  financial  statements,  concerning a possible
target company prior to acquisition,  because the Oklahoma Business  Corporation
Act vests  authority  in the Board of  Directors  to decide and approve  matters
involving  acquisitions  within certain  restrictions.  Any transaction would be
structured as an acquisition, not a merger, with the Registrant being the parent
company and the acquiree being merged into a wholly owned subsidiary. Therefore,
a shareholder will have no right of dissent under Oklahoma law.


                                       2
<PAGE>

Administrative Offices
----------------------

         We  currently  maintain a mailing  address at 921  Northwest 63 Street,
Suite 100,  Oklahoma  City, OK 73116,  which is the office  address of our chief
executive officer. Other than this mailing address, we do not currently maintain
any other office  facilities,  and do not  anticipate  the need for  maintaining
office facilities at any time in the foreseeable future. We pay no rent or other
fees for the use of this mailing address.

Employees
---------

         We currently have no employees. Management uses consultants,  attorneys
and  accountants  as  necessary,  and does not  anticipate  a need to engage any
full-time   employees  so  long  as  it  is  seeking  and  evaluating   business
opportunities.  The need for employees and their  availability will be addressed
in  connection  with the decision  whether or not to acquire or  participate  in
specific business opportunities.  Although there is no current plan with respect
to its nature or amount,  remuneration may be paid to or accrued for the benefit
of our officers prior to, or in  conjunction  with, the completion of a business
acquisition for services  actually  rendered.  See "Executive  Compensation" and
under "Certain Relationships and Related Transactions."

ITEM 1A. RISK FACTORS.

         1.  Conflicts  of  Interest.  Certain  conflicts  of interest may exist
between the company and its officers  and  directors.  They have other  business
interests to which they devote their  attention  and may be expected to continue
to do so,  although  management  time  should be devoted to the  business of the
company. As a result,  conflicts of interest may arise that can be resolved only
through  exercise of such judgment as is consistent with fiduciary duties to the
company. See "Management," and "Conflicts of Interest."

         It  is  anticipated  that  our  officers  and  directors  may  actively
negotiate  or  otherwise  consent to the  purchase of a portion of their  common
stock as a condition to, or in connection with, a proposed merger or acquisition
transaction.  In this  process,  our officers  may  consider  their own personal
pecuniary benefit rather than the best interests of other company  shareholders,
and  the  other  company  shareholders  are  not  expected  to be  afforded  the
opportunity to approve or consent to any particular  stock buy-out  transaction.
See "Conflicts of Interest."

         2. Need For Additional Financing. We have limited funds, and such funds
may not be adequate to take advantage of any available  business  opportunities.
Even if our funds prove to be  sufficient to acquire an interest in, or complete
a transaction  with, a business  opportunity,  we may not have enough capital to
exploit the opportunity. The ultimate success of the company may depend upon its
ability to raise additional  capital. We have not investigated the availability,
source,  or terms that might govern the  acquisition  of additional  capital and
will  not  do so  until  it  determines  a need  for  additional  financing.  If
additional capital is needed, there is no assurance that funds will be available
from any source or, if available,  that they can be obtained on terms acceptable
to us. If not  available,  our  operations  will be limited to those that can be
financed with its modest capital.


                                       3
<PAGE>

         3.  Regulation  of Penny Stocks.  Our  securities,  when  available for
trading,  will be subject to a  Securities  and  Exchange  Commission  rule that
imposes special sales practice  requirements upon  broker-dealers  who sell such
securities to persons other than established  customers or accredited investors.
For purposes of the rule, the phrase  "accredited  investors"  means, in general
terms, institutions with assets in excess of $5,000,000, or individuals having a
net worth in excess of  $1,000,000  or  having  an annual  income  that  exceeds
$200,000 (or that, when combined with a spouse's income, exceeds $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to the  transaction  prior to the  sale.  Consequently,  the rule may
affect the ability of broker-dealers  to sell the company's  securities and also
may affect the ability of purchasers  in this offering to sell their  securities
in any market that might develop therefore.

         In  addition,  the  Securities  and Exchange  Commission  has adopted a
number of rules to regulate  "penny  stocks."  Such rules  include Rules 3a51-1,
15g-1,  15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities
Exchange Act of 1934, as amended.  Because our securities may constitute  "penny
stocks"  within the  meaning of the rules,  the rules would apply to our company
and to its  securities.  The rules may  further  affect the ability of owners of
shares to sell the  securities  of the company in any market that might  develop
for them.

         Shareholders should be aware that, according to Securities and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed
bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the  described  patterns  from being  established  with respect to the company's
securities.

         4. No Assurance of Success or Profitability. There is no assurance that
we will  acquire a  favorable  business  opportunity.  Even if we should  become
involved in a business opportunity,  there is no assurance that it will generate
revenues  or  profits,  or that the  market  price of our  common  stock will be
increased thereby.

         5. Impracticability of Exhaustive Investigation.  Our limited funds and
the lack of full-time  management will likely make it impracticable to conduct a
complete and  exhaustive  investigation  and analysis of a business  opportunity
before we commit our capital or other resources thereto.  Management  decisions,
therefore, will likely be made without detailed feasibility studies, independent
analysis,  market surveys and the like which,  if we had more funds available to
us, would be desirable.  We will be particularly  dependent in making  decisions
upon information provided by the promoter,  owner, sponsor, or others associated
with the business  opportunity seeking our participation.  A significant portion


                                       4
<PAGE>

of our  available  funds may be expended  for  investigative  expenses and other
expenses   related  to   preliminary   aspects  of  completing  an   acquisition
transaction,  whether or not any business opportunity investigated is eventually
acquired.

         6. Lack of Diversification.  Because of the limited financial resources
that we have, it is unlikely that we will be able to diversify our  acquisitions
or operations. Our probable inability to diversify our activities into more than
one area will subject us to economic  fluctuations  within a particular business
or industry and therefore increase the risks associated with our operations.

         7.  Reliance  upon  Financial  Statements.  We  generally  will require
audited  financial  statements from companies that we propose to acquire.  Given
cases where  audited  financials  are not  available,  we will have to rely upon
interim period unaudited  information received from target companies' management
that  has not  been  verified  by  outside  auditors.  The  lack of the  type of
independent  verification  which  audited  financial  statements  would  provide
increases the risk that our company,  in evaluating an  acquisition  with such a
target company, will not have the benefit of full and accurate information about
the  financial  condition  and recent  interim  operating  history of the target
company. This risk increases the prospect that the acquisition of such a company
might  prove to be an  unfavorable  one for the  Company  or the  holders of our
securities.

         Moreover,  we  will  be  subject  to the  reporting  provisions  of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required  to furnish  certain  information  about  significant  acquisitions,
including  audited  financial  statements  for any  business  that it  acquires.
Consequently,  acquisition  prospects that do not have, or are unable to provide
reasonable  assurances  that they will be able to obtain,  the required  audited
statements  would not be considered by us to be appropriate  for  acquisition so
long as the reporting  requirements of the Exchange Act are  applicable.  Should
our company,  during the time it remains subject to the reporting  provisions of
the  Exchange  Act,  complete  an  acquisition  of an entity  for which  audited
financial  statements  prove  to  be  unobtainable,   we  would  be  exposed  to
enforcement actions by the Securities and Exchange Commission (the "Commission")
and to corresponding  administrative sanctions,  including permanent injunctions
against the Company and its management. The legal and other costs of defending a
Commission enforcement action would have material,  adverse consequences for our
company and its business.  The  imposition  of  administrative  sanctions  would
subject our company to further adverse consequences.

         In addition, the lack of audited financial statements would prevent our
securities  from  becoming  eligible  for listing on Nasdaq,  or on any existing
stock  exchange.  Moreover,  the lack of such financial  statements is likely to
discourage  broker-dealers from becoming or continuing to serve as market makers
in the securities of our company. Without audited financial statements, we would
almost certainly be unable to offer  securities  under a registration  statement
pursuant to the  Securities Act of 1933, and the ability of the Company to raise
capital would be significantly  limited until such financial  statements were to
become available.

         8. Other  Regulation.  An  acquisition  made by our company may be of a
business that is subject to regulation or licensing by federal,  state, or local
authorities.  Compliance with such  regulations and licensing can be expected to
be  a   time-consuming,   expensive  process  and  may  limit  other  investment
opportunities of our company.


                                       5
<PAGE>

         9. Indemnification of Officers and Directors. Oklahoma statutes provide
for the indemnification of its directors, officers, employees, and agents, under
certain  circumstances,  against  attorney's fees and other expenses incurred by
them in any  litigation  to  which  they  become  a  party  arising  from  their
association  with or activities on behalf of the company.  The company will also
bear  the  expenses  of  such  litigation  for any of its  directors,  officers,
employees,  or agents,  upon such person's promise to repay the company therefor
if it is ultimately determined that any such person shall not have been entitled
to  indemnification.  This  indemnification  policy could result in  substantial
expenditures by the company which it will be unable to recoup.

         10. Director's  Liability  Limited.  Oklahoma Statutes exclude personal
liability  of its  directors  to the company and its  stockholders  for monetary
damages for breach of fiduciary duty except in certain specified  circumstances.
Accordingly,  the company will have a much more limited right of action  against
its directors than otherwise  would be the case.  This provision does not affect
the liability of any director under federal or applicable state securities laws.

         11.  Dependence  upon  Outside  Advisors.  To  supplement  the business
experience of its officers and directors,  the company may be required to employ
accountants,  technical experts, appraisers,  attorneys, or other consultants or
advisors.  The  selection  of any such  advisors  will be made by the  company's
president without any input from  stockholders.  Furthermore,  it is anticipated
that such  persons may be engaged on an "as needed"  basis  without a continuing
fiduciary or other obligation to the company.  In the event the president of the
company  considers it necessary to hire outside  advisors,  he may elect to hire
persons who are affiliates, if they are able to provide the required services.

         12. Leveraged Transactions. There is a possibility that any acquisition
of a business opportunity by the company may be leveraged, i.e., the company may
finance the  acquisition of the business  opportunity  by borrowing  against the
assets of the  business  opportunity  to be acquired,  or against the  projected
future revenues or profits of the business opportunity.  This could increase the
company's exposure to larger losses. A business  opportunity  acquired through a
leveraged  transaction  is profitable  only if it generates  enough  revenues to
cover the  related  debt and  expenses.  Failure  to make  payments  on the debt
incurred to purchase  the  business  opportunity  could  result in the loss of a
portion or all of the assets  acquired.  There is no assurance that any business
opportunity  acquired through a leveraged  transaction will generate  sufficient
revenues to cover the related debt and expenses.

         13.  Competition.   The  search  for  potentially  profitable  business
opportunities is intensely  competitive.  We expect to be at a disadvantage when
competing  with  many  firms  that  have  substantially  greater  financial  and
management  resources and capabilities than we do. These competitive  conditions
will exist in any industry in which the company may become interested.

         14. No Foreseeable Dividends.  We have not paid dividends on our common
stock and do not anticipate paying such dividends in the foreseeable future.

         15.  Loss of Control by Present  Management  and  Stockholders.  We may
consider  an  acquisition  in  which we would  issue  as  consideration  for the
business  opportunity  to be acquired an amount of our  authorized  but unissued
common stock that would,  upon  issuance,  represent  the great  majority of the


                                       6
<PAGE>

voting power and equity of the company.  The result of such an acquisition would
be that the acquired  company's  stockholders  and management  would control the
resultant  company,  and our company's  management  could be replaced by persons
unknown at this time. Such a merger would result in a greatly reduced percentage
of ownership of the company by our current shareholders.  In addition, our major
shareholders  could  sell  control  blocks  of stock at a  premium  price to the
acquired company's stockholders.

         16.  Inactive  Public Market  Exists.  There is a public market for our
common  stock,  but it is inactive and no assurance  can be given that an active
market will develop or that a  shareholder  ever will be able to  liquidate  his
investment  without  considerable  delay,  if at all. If an active market should
develop,  the price may be highly  volatile.  Factors such as those discussed in
this "Risk Factors" section may have a significant  impact upon the market price
of the securities offered hereby. Owing to the low price of the securities, many
brokerage  firms may not be willing to effect  transactions  in the  securities.
Even if a  purchaser  finds a broker  willing to effect a  transaction  in these
securities,  the combination of brokerage commissions,  state transfer taxes, if
any, and any other selling  costs may exceed the selling  price.  Further,  many
lending  institutions  will not permit the use of such  securities as collateral
for any loans.

         17.  Rule 144  Sales.  Of the  12,688,016  shares of our  common  stock
outstanding,  none of the shares are "restricted  securities" within the meaning
of Rule 144 under the  Securities Act of 1933,  other than the 6,466,210  shares
owned by our  management  - and even those can be sold  pursuant to Rule 144 one
year  after  the  company  files  "Form  10  information"  with  the  Commission
immediately  after the  change of control  occurs  that is  contemplated  by the
agreement with Mr. Glenn McKay. As restricted shares, these shares may be resold
only pursuant to an effective  registration  statement or under the requirements
of Rule 144 or other applicable  exemptions from registration  under the Act and
as required under applicable state securities laws. Rule 144 provides in essence
that a person  who has held  restricted  securities  for six months or one year,
depending  on his  status as an  affiliate  of the  company or not,  may,  under
certain conditions, sell every three months, in brokerage transactions, a number
of shares that does not exceed the  greater of 1.0% of a  company's  outstanding
common stock or the average weekly trading volume during the four calendar weeks
prior to the sale. A sale under Rule 144 or under any other  exemption  from the
Act, if available,  or pursuant to subsequent  registration  of shares of common
stock of present  stockholders,  may have a depressive  effect upon the price of
the common stock in any market that may develop.

         18. Blue Sky  Restrictions.  Many states have enacted statutes or rules
which restrict or prohibit the sale of securities of "blank check"  companies to
residents so long as they remain without  specific  business  companies.  To the
extent any current  shareholders or subsequent  purchaser from a shareholder may
reside in a state  which  restricts  or  prohibits  resale of shares in a "blank
check" company, warning is hereby given that the shares may be "restricted" from
resale as long as the company is a shell company.

         In the event of a violation  of state laws  regarding  resale of "blank
check" shares the company could be liable for civil and criminal penalties which
would be a substantial impairment to the Company.


                                       7
<PAGE>

ITEM 2.  PROPERTIES.

         We have no property  other than cash. We do not  currently  maintain an
office or any other facilities.  We currently  maintain a mailing address at the
office of our president,  R.C. Cunningham II. We pay no rent for the use of this
mailing  address.  We do not believe  that we will need to maintain an office at
any time in the foreseeable  future in order to carry out our plan of operations
described herein.

ITEM 3.  LEGAL PROCEEDINGS.

         We are not, and none of our  property is, a party to any pending  legal
proceedings, and no such proceedings are known to be contemplated.

         No  director,  officer or  affiliate  of the  company,  and no owner of
record or beneficial  owner of more than 5.0% of the  securities of the company,
or any  associate of any such  director,  officer or security  holder is a party
adverse  to the  company or has a material  interest  adverse to the  Company in
reference to any litigation.

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

         In fiscal  2008 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 REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
         ISSUER PURCHASES OF EQUITY SECURITIES.

         Our common stock traded on the Pink Sheets until April 10, 2008 when it
moved to the OTC Bulletin  Board where it trades under the stock symbol  "SOON".
The high and low bid  information for the stock during the years ended September
30, 2007 and 2008 is set forth below.  The information was obtained from the OTC
BB and Pink Sheets and reflects  inter-dealer  prices,  without retail  mark-up,
mark-down or commission and may not represent actual transactions:

    Quarter                            High                       Low
    -------------------------------------------------------------------
    2007:    1st Qtr                   0.030                      0.020
             2nd Qtr                   0.060                      0.025
             3rd Qtr                   0.060                      0.050
             4th Qtr                   0.100                      0.050

    2008:    1st Qtr                   0.08                       0.026
             2nd Qtr                   0.035                      0.03
             3rd Qtr                   0.08                       0
             4th Qtr                   0.31                       0.02


                                       8
<PAGE>

         Holders.
         --------

         As of  December  10,  2008,  we had  569  shareholders  of  record  and
12,688,016  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, 2008,  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-K,  quarterly  10-Q 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 100 F
Street,  NE,  Washington,  D.C. 20002. The public may obtain  information on the
operation  of the Public  Reference  Room by calling the SEC at  1-800-SEC-0330.
Sooner  Holdings is an electronic  filer,  and the SEC maintains an Internet Web
site  that  contains  reports,   proxy  and  information  statements  and  other
information regarding issuers that file electronically with the SEC. The address
of such site is http://www.sec.gov.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

         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."


                                       9
<PAGE>

Plan of Operation for the Next Twelve Months

         Our 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.  We intend  to seek  opportunities  demonstrating  the
potential of long-term growth as opposed to short-term earnings.

         As  reported  above and as filed with the  Commission  on a Form 8-K on
July 28, 2008,  we have signed a change of control  contract with Mr. Glen McKay
of  Toronto,  Canada  which,  if the  agreement  is closed,  will  result in the
company's  pursuit of a business  plan  involving  the  purchase of the monorail
system in Las Vegas,  Nevada,  building  of a  high-speed  railroad  between the
monorail and an area near Los Angeles,  California,  and the development of real
estate  opportunities  in the adjacent  areas.  The contents of the Form 8-K are
adopted herein by reference.

         We propose to carry out our plan of business  as  discussed  above.  We
cannot  predict to what extent we might incur further  operating  losses through
any business entity, which we may eventually acquire.

         For the next fiscal year, we anticipate incurring a loss as a result of
legal and accounting  expenses,  filing periodic reports with the Securities and
Exchange  Commission,  and expenses  associated  with  locating  and  evaluating
acquisition  candidates.  We  anticipate  that until a business  combination  is
completed with an  acquisition  candidate,  it will not generate  revenues other
than interest  income,  and may continue to operate at a loss after completing a
business combination, depending upon the performance of the acquired business.

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.


                                       10
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The financial statements of the company appear as follows:
                                                                            Page
                                                                            ----

Report of Independent Registered Public Accounting Firm, December 31, 2008 ...12
Report of Independent Registered Public Accounting Firm, December 26, 2007 ...13
Balance Sheets September 30, 2008 and 2007 ...................................14
Statements of Operations for the Years ended
         September 30, 2008 and 2007 .........................................15
Statement of Changes in Shareholders' Equity for the Years ended
         September 30, 2008 and 2007 .........................................16
Statements of Cash Flows for the Years ended
         September 30, 2008 and 2007 .........................................17
Notes to Financial Statements ................................................18















                                       11
<PAGE>

                            SMITH, CARNEY & CO., p.c.
                          CERTIFIED PUBLIC ACCOUNTANTS

Joseph E. Brueggen                                 5100 N. Brookline, Suite 1000
Kenneth L. Carney                                   Oklahoma City, OK 73112-3627
Edward W. Granger                                            BUS: (405) 272-1040
Joseph W. Hornick                                            FAX: (405) 235-6180
Kevin D. Howard                                                   1-800-570-1040
Van R. Oliver
H. Kirby Smith

www.smithcarney.com
                                                         5 S. Commerce, Suite 33
                                                          Ardmore, OK 73401-3924
                                                             BUS: (580) 226-1227
                                                             FAX: (580) 226-1229
                                                                  1-866-570-1040


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Sooner Holdings, Inc.:

We have audited the accompanying  balance sheets of Sooner Holdings,  Inc. as of
September  30,  2008  and the  related  statements  of  operations,  changes  in
shareholders'  equity,  and cash flows for the year then ended.  These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the 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 includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Sooner Holdings,  Inc. as of
September 30, 2008 and the results of its operations and cash flows for the year
then ended, 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 losses from operations in recent
years and  continues  to have a  significant  shareholders'  deficit that raises
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/ Smith, Carney & Co., p.c.

Oklahoma City, OK
December 31, 2008


           Member American Institute of Certified Public Accountants
                           Member SEC Practice Section
                              PCAOB Registered Firm

                                       12
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We have audited the accompanying balance sheet of Sooner Holdings, Inc.
as of September 30, 2007 and the related statements of operations, stockholders'
equity, and cash flows for the two years then ended. These financial  statements
are the  responsibility of the Company's  management.  Our  responsibility is to
express an opinion on these financial statements based on our audit.

         We conducted our audit in  accordance  with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
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  audit  provides  a
reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly,  in all material  respects,  the financial  position of Sooner Holdings,
Inc. as of September 30, 2007 and the results of its  operations  and cash flows
for the two years then ended, in conformity with accounting principles generally
accepted in the United States of America.

         The accompanying  financial statements have been prepared assuming that
Sooner Holdings,  Inc. will continue as a going concern.  As discussed in Note B
to the financial  statements,  Sooner  Holdings,  Inc. has no current  operating
activities  and has a deficit net worth as of September 30, 2007.  These matters
raise substantial  doubt about the ability of Sooner Holdings,  Inc. to continue
as a going concern.  Management's plans in regard to these matters are 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

Oklahoma City, Oklahoma
December 26, 2007


                                       13
<PAGE>
<TABLE>
<CAPTION>

                              SOONER HOLDINGS, INC.
                                 BALANCE SHEETS

                                                                                     September 30,
                                                                              --------------------------
                                        ASSETS                                   2007           2008
                                                                              -----------    -----------
<S>                                                                           <C>            <C>
CURRENT ASSETS
      Cash and cash equivalents                                               $     5,381    $       269
                                                                              -----------    -----------
          Total current assets                                                      5,381            269

                                                                              -----------    -----------
TOTAL ASSETS                                                                  $     5,381    $       269
                                                                              ===========    ===========


                 LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
      Accounts payable                                                        $    25,913    $    37,686
      Loans from shareholder                                                       40,128         60,428
                                                                              -----------    -----------
          Total current liabilities                                                66,041         98,114

SHAREHOLDERS' EQUITY (DEFICIT)
      Preferred stock - undesignated; authorized, 10,000,000 shares; issued
          and outstanding, none
      Common stock, $.001 par value 100,000,000 shares authorized
          12,688,016 shares issued and outstanding                                 12,688         12,688
      Additional paid in capital                                                6,197,690      6,197,690
      Retained earnings (deficit)                                              (6,271,038)    (6,308,223)
                                                                              -----------    -----------
          Total shareholders'  equity (deficit)                                   (60,660)       (97,845)
                                                                              -----------    -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                          $     5,381    $       269
                                                                              ===========    ===========



See accompanying notes to financial statements.


                                       14
<PAGE>

                              SOONER HOLDINGS, INC.
                            STATEMENTS OF OPERATIONS


                                                  Year Ended September 30,
                                                ----------------------------
                                                    2007            2008
                                                ------------    ------------

REVENUE                                         $       --      $       --

OPERATING EXPENSES
      General and administrative expense              82,525          32,880
                                                ------------    ------------
           Total Operating Expenses                   82,525          32,880
                                                ------------    ------------

Loss from Operations                                 (82,525)        (32,880)

OTHER INCOME (EXPENSE)
      Interest income                                   --              --
      Interest expense                                  (701)         (4,305)
      Gain on sale of subsidiary                        --              --
      Other                                             --              --
                                                ------------    ------------
           Total Other Income (Expense)                 (701)         (4,305)
                                                ------------    ------------

Net loss before income taxes                         (83,226)        (37,185)

INCOME TAXES                                            --              --
                                                ------------    ------------

Net Loss                                        $    (83,226)   $    (37,185)
                                                ============    ============

Net Loss per Share, Basic and Diluted           $      (0.01)   $      (0.00)
                                                ============    ============

Weighted average number of shares outstanding     12,688,016      12,688,016
                                                ============    ============



See accompanying notes to financial statements.


                                       15
<PAGE>


                              SOONER HOLDINGS, INC.
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                  YEAR ENDED SEPTEMBER 30, 2006, 2007, AND 2008




                                                              Additional                     Total
                                                 Common par     paid-in      Retained      shareholders'
                                 Common shares      value       capital      earnings     equity (deficit)
                                  -----------   -----------   -----------   -----------    -----------

Balance, September 30, 2006        12,688,016   $    12,688   $ 6,197,690   $(6,187,812)   $    22,566

Net Loss                                 --            --            --         (83,226)       (83,226)
                                  -----------   -----------   -----------   -----------    -----------

Balance, September 30, 2007        12,688,016        12,688     6,197,690    (6,271,038)       (60,660)

Net Loss                                 --            --            --         (37,185)       (37,185)
                                  -----------   -----------   -----------   -----------    -----------

Balance, September 30, 2008        12,688,016   $    12,688   $ 6,197,690   $(6,308,223)   $   (97,845)
                                  ===========   ===========   ===========   ===========    ===========





See accompanying notes to financial statements.


                                       16
<PAGE>

                              SOONER HOLDINGS, INC.
                            STATEMENTS OF CASH FLOWS

                                                                       Year Ended September 30,
                                                                       -------------------------
                                                                         2007             2008
                                                                       --------         --------

CASH FLOWS DUE TO OPERATING ACTIVITIES
      Net Loss                                                         $(83,226)        $(37,185)
      Adjustments to reconcile net loss to net cash provided by
       operating activities
            (Gain) on sale of subsidiary                                   --               --
            Increase (decrease) in:
              Accounts payable                                           13,065           11,773
                                                                       --------         --------
            Net cash used in operating activities                       (70,161)         (25,412)
                                                                       --------         --------

CASH FLOWS DUE TO FINANCING ACTIVITIES
       Payments of long term debt
       Loans from shareholder                                            40,128           20,300
                                                                       --------         --------
            Net cash provided (used) by financing activities             40,128           20,300
                                                                       --------         --------

NET DECREASE IN CASH                                                    (30,033)          (5,112)

CASH AT BEGINNING OF YEAR                                                35,414            5,381
                                                                       --------         --------

CASH AT END OF YEAR                                                    $  5,381         $    269
                                                                       ========         ========


SUPPLEMENTAL CASH FLOW DISCLOSURE:
CASH PAID DURING THE YEAR FOR:
      INTEREST                                                         $   --           $   --
                                                                       ========         ========
      INCOME TAXES                                                     $   --           $   --
                                                                       ========         ========

</TABLE>


See accompanying notes to financial statements.


                                       17
<PAGE>
                              SOONER HOLDINGS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           September 30, 2007 and 2008


NOTE A - ORGANIZATION AND OPERATIONS

Sooner  Holdings,  Inc.  ("Sooner" or the "Company"),  an Oklahoma  corporation,
formerly  conducted  business  through  three of its wholly owned  subsidiaries.
Charlie O Business Park Incorporated ("Business Park") which was liquidated into
Sooner on October 1, 2005 was engaged in the  ownership and rental of a business
park in Oklahoma City, Oklahoma. ND Acquisition Corp. ("NDAC") which was sold on
September 30, 2005 operated minimum  security  correctional  facilities.  Sooner
Communications,  Inc. ("Telecommunications") was liquidated into Sooner Holdings
on  October 1,  2005.  It was  engaged in  providing  enhanced  services  to the
telecommunications  industry.  Currently,  Sooner  is  inactive  except  for the
administrative costs associated with being a publicly traded entity.  Management
is seeking new business opportunities.

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  shareholders' deficit.  Subsequent to September 30, 2004, 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.  As of September 30, 2008, the Company had a
deficit net worth of $(97,845) and no operating activities.

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  financial
statements  do not include any  adjustment  relating  to the  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.

    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.

                                       18
<PAGE>

    Income Taxes
    ------------

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

    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.

    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.

    Concentrations of Credit Risk
    -----------------------------

      The Company in the past  maintained  cash  balances  at several  financial
      institutions.  On September  30,  2008,  the company had only one checking
      account at one  financial  institution.  Accounts at each  institution  in
      non-interest bearing accounts are insured by the Federal Deposit Insurance
      Corporation.  The company's only checking account is non-interest  bearing
      and is fully insured with no limitations on account balances.  The Federal
      Deposit  Insurance  Corporation  will  provide the full  coverage  with no
      limits until December 31, 2009.

NOTE D - STOCKHOLDERS' EQUITY (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,
privileges  and ratify the powers,  if any, and determine the  restrictions  and
qualifications  of each series of preferred stock as  established.  No shares of
preferred stock have been issued by the Company as of September 30, 2008.

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


                                       19
<PAGE>
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  September  30,  2008 and 2007  there  were no  options
outstanding under the plan.

NOTE E - INCOME TAXES

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.  The only deferred income tax asset
the  company  had at  September  30, 2008 and 2007 was the tax effect of the net
operating   loss   carryforward   of   approximately   $779,000  and   $951,000,
respectively,  which was subject to a 100% valuation  allowance at September 30,
2008 and 2007, respectively.

At September 30, 2008, the Company has net operating loss carryforwards for

                        Expiration                       Loss
                           Date                     Carryforwards
                           ----                     -------------
                        9/30/2009                      $244,139
                        9/30/2010                       357,632
                        9/30/2012                        29,124
                        9/30/2018                       279,949
                        9/30/2020                       152,499
                        9/30/2021                       173,815
                        9/30/2022                       121,352
                        9/30/2023                        25,044
                        9/30/2024                       287,561
                        9/30/2025                       206,563
                        9/30/2027                        83,226
                        9/30/2028                        37,185
                                                    -------------
                                                     $1,998,089
                                                    =============


NOTE F - RELATED PARTY TRANSACTIONS

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

As of  September  30,  2008 and 2007,  the company  had loans  outstanding  from
shareholders of $60,428 and $40,128, respectively. These loans are unsecured and
are due on demand with an annual  interest  rate of 8%. As of September 30, 2008


                                       20
<PAGE>

and 2007, interest expense of $4,305 and $701, respectively, has been accrued on
theses notes and is included in accounts payable.


NOTE G - COMMITMENTS AND CONTINGENCIES

The  Company  is not aware of any  administrative  proceedings,  commitments  or
contingencies involving Sooner Holdings, Inc.













                                       21
<PAGE>


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         In late July 2008 Sooner  Holdings,  Inc.  ("Sooner")  was  notified by
Murrell,  Hall,  McIntosh & Co.,  PLLP of  Oklahoma  City,  Oklahoma  ("Murrell,
Hall"), the principal independent  registered public accountants of Sooner, that
Murrell,  Hall was merging  with a larger  accounting  firm and that it would no
longer perform the audit for Sooner.  Murrell, Hall had been engaged as Sooner's
principal independent registered public accountants since February 3, 2003.

         The reports of Murrell,  Hall on the financial statements of Sooner for
its fiscal years ended  September 30, 2006 and 2007 contained no adverse opinion
or  disclaimer  of opinion,  and,  other than  raising  substantial  doubt about
Sooner's ability to continue as a going concern, were not otherwise qualified or
modified as to  uncertainty,  audit scope, or accounting  principles  during the
period of its engagement to July 31, 2008, the date of resignation.

         During the past two years or interim  periods  prior to July 31,  2008,
there were no  disagreements  between  Sooner and  Murrell,  Hall 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
the  satisfaction  of Murrell,  Hall would have caused them to make reference to
the  subject  matter of the  disagreements  in their  reports  on the  financial
statements.

         Sooner provided Murrell, Hall with a copy of the disclosures it made in
its Form 8-K and requested  Murrell,  Hall to furnish a letter  addressed to the
Commission  stating  whether it agreed with the statements  made in the Form 8-K
and, if not,  stating the respects in which it did not agree.  Such a letter was
filed as an exhibit to the Form 8-K on November 18, 2008.

         On November 24, 2008, the board of directors of Sooner  Holdings,  Inc.
("Sooner")  engaged  Smith,  Carney & Co.,  p.c. of Oklahoma  City,  Oklahoma as
Sooner's  principal  independent  registered  public  accountants  to audit  its
financial statements.  The board of directors did not consult the new accountant
regarding the  application of accounting  principles to a specific  completed or
contemplated transaction, or the type of audit opinion that might be rendered on
the issuer's financial statements.

         Smith, Carney & Co., p.c. replaces Murrell,  Hall, McIntosh & Co., PLLP
of Oklahoma City, Oklahoma ("Murrell, Hall"), the previous principal independent
registered public accountants of Sooner.

         The  resignation  of Murrell,  Hall was reported in a Form 8-K filed on
November 18, 2008. The appointment of Smith,  Carney & Co., p.c. was reported in
a Form 8-K filed on December 1, 2008.


                                       22
<PAGE>

ITEM 9A(T).  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 are effective and provide reasonable  assurances that the information
the Company is 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.  Further,
the Company's officers concluded that its disclosure controls and procedures are
also  effective  to ensure  that  information  required to be  disclosed  in the
reports  that it files or submits  under the  Exchange  Act is  accumulated  and
communicated to its management,  including its chief executive officer and chief
financial  officer,  to allow timely decisions  regarding  required  disclosure.
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.

         Internal control over financial reporting.

         Management's   annual  report  on  internal   control  over   financial
reporting.   The  registrant's  management  recognizes  its  responsibility  for
establishing and maintaining  adequate internal control over financial reporting
for the  registrant.  Currently,  the  registrant  is  operating  as a caretaker
entity,  keeping the corporation alive and in good standing with the Commission.
All debit and credit  transactions with the company's bank accounts are reviewed
by the officers as well as all communications with the company's creditors.  The
directors  meet  frequently  - as often as weekly - to  discuss  and  review the
financial status of the company and all developments  regarding its search for a
reverse merger partner.  All filings of reports with the Commission are reviewed
before filing by all directors.

         Management  assesses the company's control over financial  reporting at
the end of its most recent fiscal year to be  effective.  It detects no material
weaknesses in the company's internal control over financial reporting.

         This  annual  report  does not  include  an  attestation  report of the
company's  registered  public  accounting firm regarding  internal  control over
financial  reporting.  Management's report was not subject to attestation by the
company's  registered  public accounting firm pursuant to temporary rules of the
Securities  and  Exchange  Commission  that permit the  company to provide  only
management's report in this annual report.

         There  has  been no  change  in our  internal  control  over  financial
reporting  identified in connection  with the evaluation  required by Commission


                                       23
<PAGE>

rules that occurred during our last fiscal quarter that has materially affected,
or is  reasonably  likely  to  materially  affect,  our  internal  control  over
financial reporting.

ITEM 9B. OTHER INFORMATION.

         There is no  information  that was required to be disclosed on Form 8-K
during the fourth quarter of FY 2008 that was not reported.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

         Set  forth  below  are the  names,  and  terms of office of each of the
directors, executive officers and significant employees of Sooner Holdings, Inc.
at September 30, 2008 and a description of the business experience of each. R.C.
Cunningham III is the son of R.C. Cunningham II, the president and chairman.

-------------------------- ----------------------- ---------------- ------------
                                                     Office Held     Term of
          Person                  Offices            Since           Office
-------------------------- ----------------------- ---------------- ------------
-------------------------- ----------------------- ---------------- ------------
R.C. Cunningham II         Director                 1989             2010
-------------------------- ----------------------- ---------------- ------------
                           CEO and President        1988             2010
-------------------------- ----------------------- ---------------- ------------
R.C. Cunningham III        Director                 1997             2010
-------------------------- ----------------------- ---------------- ------------
                           Secretary                1997             2010
-------------------------- ----------------------- ---------------- ------------
                           CFO                      1998             2010
-------------------------- ----------------------- ---------------- ------------
                           Vice President           2000             2010
-------------------------- ----------------------- ---------------- ------------

         Business Experience:

         R.C.  Cunningham II. Mr.  Cunningham has been our chairman of the board
and president  since June 1988.  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. 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.

         It is possible  that,  after the  company  successfully  consummates  a
merger or acquisition  with an  unaffiliated  entity,  that entity may desire to
employ or retain one or a number of members of the company's  management for the
purposes of providing  services to the surviving  entity,  or otherwise  provide


                                       24
<PAGE>

other  compensation to such persons.  However,  the company has adopted a policy
whereby the offer of any post-transaction  remuneration to members of management
will not be a consideration in the company's  decision to undertake any proposed
transaction.  Each member of management  has agreed to disclose to the company's
board of directors any discussions  concerning possible  compensation to be paid
to them by any entity,  which  proposes  to  undertake  a  transaction  with the
company and further, to abstain from voting on such transaction. Therefore, as a
practical  matter,  if each  member of the  company's  board of  directors  were
offered  compensation  in any form from any  prospective  merger or  acquisition
candidate, the proposed transaction would not be approved by the company's board
of directors as a result of the inability of the board to affirmatively  approve
such a transaction.

         It is possible  that persons  associated  with  management  may refer a
prospective  merger or  acquisition  candidate to the company.  In the event the
company  consummates  a  transaction  with any entity  referred by associates of
management,  it is possible that such an associate will be  compensated  for his
referral in the form of a finder's fee. It is anticipated  that this fee will be
either in the form of  restricted  common stock issued by the company as part of
the  terms  of the  proposed  transaction,  or  will  be in  the  form  of  cash
consideration.  However,  if such  compensation  is in the  form of  cash,  such
payment will be tendered by the  acquisition  or merger  candidate,  because the
company has insufficient cash available.  The amount of such finder's fee cannot
be  determined  as of the date of filing  this  report,  but is  expected  to be
comparable to  consideration  normally paid in like  transactions.  No member of
management  of the company  will receive any finders'  fee,  either  directly or
indirectly,  as a result of their respective  efforts to implement the company's
business plan outlined herein.

         The company has adopted a policy  that its  affiliates  and  management
shall not be issued  further  common shares of the company,  except in the event
discussed in the preceding paragraphs.

         While  all  of  the   companies'   officers,   directors   and  insider
shareholders have been involved in transactions  involving "shell"  corporations
which are blank check or blind pool companies,  none of them has been previously
involved in establishing a blank check or blind pool company offering to be used
in a shell  transaction.  A "blank  check"  company is a company  that is formed
without a specified business as its purpose. A "blind pool" company is a company
that has raised money through a public or private offering for use to acquire an
unspecified, undesignated business or company. Our company was not formed either
as a "blank check" or a "blind pool"  company.  It was formed to be an operating
company and operated  several  businesses  for several  years until the State of
Oklahoma acquired all our real property in condemnation proceedings.

         New  SEC  regulations,   which  took  effect  November  2005,   imposed
additional burdens on shell companies that are parties to reverse mergers.  Such
companies  are now required to file with the SEC,  within four  business days of
executing  a  reverse  merger  contract,   the  audited  and  interim  financial
statements  of the company to be acquired and the other  information  about such
company  that would be required to be in a Form 10 or 10-SB.  Prior to these new
regulations,  the filing of such financial information could be delayed until 60
days after the reverse merger is actually  effected,  and the other  information


                                       25
<PAGE>
that would be in a Form 10 or 10-SB was not explicitly  required in the Form 8-K
that is filed to report  the  transaction.  These new  filing  requirements  are
expected to inhibit or even prevent the  accomplishment of most proposed reverse
mergers.

Conflicts of Interest
---------------------

         The officers  and  directors of the company will not devote more than a
portion of their time to the  affairs of the  company.  There will be  occasions
when the time  requirements of the company's  business conflict with the demands
of their other  business and investment  activities.  Such conflicts may require
that the company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the company.

         The officers and directors of the company may be directors or principal
shareholders of other companies and, therefore, could face conflicts of interest
with respect to potential acquisitions.  In addition,  officers and directors of
the company may in the future participate in business  ventures,  which could be
deemed to compete  directly with the company.  Additional  conflicts of interest
and non-arms length  transactions  may also arise in the future in the event the
company's  officers or directors are involved in the management of any firm with
which the company  transacts  business.  The  company's  board of directors  has
adopted a policy that the Company  will not seek a merger with,  or  acquisition
of, any entity in which management  serve as officers or directors,  or in which
they or their  family  members  own or hold a  controlling  ownership  interest.
Although the board of directors could elect to change this policy,  the board of
directors  has no present  intention to do so. In  addition,  if the company and
other  companies with which the company's  officers and directors are affiliated
both desire to take  advantage  of a potential  business  opportunity,  then the
board of directors has agreed that said opportunity  should be available to each
such company in the order in which such  companies  registered or became current
in the filing of annual reports under the '34 Act.

         The  company's   officers  and  directors  may  actively  negotiate  or
otherwise  consent  to the  purchase  of a portion  of their  common  stock as a
condition  to,  or  in  connection   with,  a  proposed  merger  or  acquisition
transaction.  It is anticipated that a substantial premium over the initial cost
of such  shares may be paid by the  purchaser  in  conjunction  with any sale of
shares by the company's  officers and directors which is made as a condition to,
or in connection  with, a proposed merger or acquisition  transaction.  The fact
that a substantial  premium may be paid to the company's  officers and directors
to acquire  their  shares  creates a potential  conflict of interest for them in
satisfying  their  fiduciary  duties to the company and its other  shareholders.
Even though such a sale could result in a substantial profit to them, they would
be legally  required to make the decision  based upon the best  interests of the
company and the  company's  other  shareholders,  rather than their own personal
pecuniary benefit.

         No executive officer,  director, person nominated to become a director,
promoter or control person of our company has been involved in legal proceedings
during the last five years such as


                                       26
<PAGE>

     o    bankruptcy,

     o    criminal  proceedings  (excluding  traffic  violations and other minor
          offenses), or

     o    proceedings permanently or temporarily enjoining,  barring, suspending
          or  otherwise  limiting  his  involvement  in any  type  of  business,
          securities or banking activities.

     o    Nor  has  any  such  person  been  found  by  a  court  of   competent
          jurisdiction  in a  civil  action,  or  the  Securities  and  Exchange
          Commission  or  the  Commodity  Futures  Trading  Commission  to  have
          violated a federal or state securities or commodities law.

         None of the  directors  holds any  directorships  in any company with a
class  of  securities  registered  under  the  Exchange  Act or  subject  to the
reporting requirements of section 15(d) of such Act or any company registered as
an investment company under the Investment Company Act of 1940.

         Involvement in certain legal  proceedings.  During the past five years,
none of the directors has been involved in any of the following events:

     o    A petition under the Federal  bankruptcy  law or any state  insolvency
          law was filed by or against,  or a receiver,  fiscal  agent or similar
          officer was  appointed by a court for the business or property of such
          person,  or any  partnership  in which he was a general  partner at or
          within two years before the time of such filing, or any corporation or
          business association of which he was an executive officer at or within
          two years before the time of such filing;

     o    Such  person  was  convicted  in a criminal  proceeding  or is a named
          subject of a pending criminal proceeding (excluding traffic violations
          and other minor offenses);

     o    Such person was the  subject of any order,  judgment,  or decree,  not
          subsequently reversed, suspended or vacated, of any court of competent
          jurisdiction,  permanently  or  temporarily  enjoining  him  from,  or
          otherwise limiting, the following activities:

     o    Acting as a futures commission merchant, introducing broker, commodity
          trading  advisor,  commodity  pool  operator,  floor broker,  leverage
          transaction  merchant,  any other person  regulated  by the  Commodity
          Futures  Trading  Commission,  or an  associated  person of any of the
          foregoing, or as an investment adviser, underwriter,  broker or dealer
          in securities, or as an affiliated person, director or employee of any
          investment  company,  bank,  savings and loan association or insurance
          company,  or  engaging  in or  continuing  any  conduct or practice in
          connection with such activity;

     o    Engaging in any type of business practice; or


                                       27
<PAGE>

     o    Engaging in any  activity in  connection  with the purchase or sale of
          any  security or  commodity  or in  connection  with any  violation of
          Federal or State securities laws or Federal commodities laws;

     o    Such  person was the  subject of any order,  judgment  or decree,  not
          subsequently  reversed,  suspended or vacated, of any Federal or State
          authority  barring,  suspending or otherwise limiting for more than 60
          days the right of such person to engage in any  activity  described in
          paragraph  (f)(3)(i) of this section, or to be associated with persons
          engaged in any such activity; or

     o    Such person was found by a court of competent  jurisdiction in a civil
          action or by the  Commission  to have  violated  any  Federal or State
          securities  law,  and the  judgment in such civil action or finding by
          the  Commission  has not been  subsequently  reversed,  suspended,  or
          vacated.

     o    Such person was found by a court of competent  jurisdiction in a civil
          action or by the Commodity Futures Trading Commission to have violated
          any Federal  commodities law, and the judgment in such civil action or
          finding  by the  Commodity  Future  Trading  Commission  has not  been
          subsequently reversed, suspended or vacated.

         Code of Ethics.  We have  adopted a Code of Ethics that  applies to our
principal executive officer,  principal financial officer,  principal accounting
officer or controller,  or persons performing  similar functions.  A copy of the
Code of Ethics is filed as an exhibit to Form  10-QSB  Quarterly  Report for the
period ended December 31, 2002 (Exhibit 14 incorporated herein by reference). We
undertake to provide to any person without charge,  upon request, a copy of such
code of ethics.  Such a request  may be made by  writing  to the  company at its
address at 921 Northwest 63rd Street, Suite 100, Oklahoma City, OK 73116.

         Corporate Governance.
         ---------------------

         Security  holder   recommendations  of  candidates  for  the  board  of
directors.  Any shareholder may recommend  candidates for the board of directors
by writing to the  president  of our  company  the name or names of  candidates,
their home and business addresses and telephone  numbers,  their ages, and their
business experience during at least the last five years. The recommendation must
be received by the company by March 9 of any year or, alternatively, at least 60
days before any announced shareholder annual meeting.

         Audit  committee.  We have no standing audit  committee.  Our directors
perform  the  functions  of an audit  committee.  Our  limited  operations  make
unnecessary a standing audit committee, particularly in view of the fact that we
have  only  three  directors  at  present.  None of our  directors  is an  audit
committee  financial  expert,  but the directors have access to consultants that
can provide such expertise when such is needed.


                                       28
<PAGE>

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

         Based  solely upon a review of Forms 3 and 4  furnished  to the company
under Rule 16a-3(e) of the Securities Exchange Act during its most recent fiscal
year and Forms 5 furnished to the company with respect to its most recent fiscal
year and any  written  representations  received  by the  company  from  persons
required to file such forms, the following persons - either officers,  directors
or  beneficial  owners  of more than ten  percent  of any class of equity of the
company  registered  pursuant  to Section 12 of the  Securities  Exchange  Act -
failed  to file on a timely  basis  reports  required  by  Section  16(a) of the
Securities  Exchange  Act during the most  recent  fiscal  year or prior  fiscal
years:

                                                             No. of Failures
                                  No. of Transactions          to File a
Name     No. of Late Reports      Not Timely Reported        Required Report
----     -------------------      -------------------        ---------------
None             0                         0                        0

ITEM 11. EXECUTIVE COMPENSATION.

         The  following  information  concerns  the  compensation  of the  named
executive officers for each of the last two completed fiscal years:

                           SUMMARY COMPENSATION TABLE
                           --------------------------

   ------------------------------ ------ --------- -------- --------- --------
   Name and Principal Position    Year     Salary    Bonus    Common    Total
                                                              Stock
                                                              Awards
   ------------------------------ ------ --------- -------- --------- --------
   R.C. Cunningham, II, CEO       2008       0        0          0         0
   ------------------------------ ------ --------- -------- --------- --------
                                  2007       0        0          0         0
   ------------------------------ ------ --------- -------- --------- --------


                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
                  --------------------------------------------

         The following  information  concerns  unexercised stock options,  stock
that has not vested,  and equity  incentive  plan awards for each named  officer
outstanding at the end of the last fiscal year:


                                       29
<PAGE>
<TABLE>
<CAPTION>
----------------- ----------------------------------------------------------- ----------------------------------------
                                        Option Awards                                      Stock Awards
----------------- ----------------------------------------------------------- ----------------------------------------
<S>               <C>                        <C>                   <C>                   <C>                 <C>
Name              Number of    Number of     Equity       Option   Option     Number     Market   Equity     Equity
                  Securities   Securities    Incentive    Exercise Expiration of Shares  Value    Incentive  Incentive
                  Underlying   Underlying    Plan         Price    Date       or Units   of       Plan       Plan
                  Unexercised  Unexercised   Awards:      ($)                 of Stock   Shares   Awards:    Awards:
                  Options (#)  Options (#)   Number of                        That       or       Number     Market
                  Exercisable  Unexercisable Securities                       Have Not   Units    of         or
                                             Underlying                       Vested     of       Unearned   Payout
                                             Unexercised                      (#)        Stock    Shares,    Value of
                                             Unearned                                    That     Units or   Unearned
                                             Options (#)                                 Have     Other      Shares,
                                                                                         Not      Rights     Units or
                                                                                         Vested   That       Other
                                                                                         ($)      Have Not   Rights
                                                                                                  Vested     That
                                                                                                  (#)        Have Not
                                                                                                             Vested
                                                                                                             ($)
----------------- ------------ ------------- ------------ -------- ---------- ---------- -------- ---------- ---------
----------------- ------------ ------------- ------------ -------- ---------- ---------- -------- ---------- ---------
R.C. Cunningham,       0            0             0          0         0          0         0         0         0
     II, CEO
----------------- ------------ ------------- ------------ -------- ---------- ---------- -------- ---------- ---------

Compensation of Directors
-------------------------

         The  directors  of  Sooner  Holdings,   Inc.   received  the  following
compensation in FY 2008 for their services as directors.

                              DIRECTOR COMPENSATION

         ----------------------- ---------- ---------- ---------- -------------- -------------- ------------ --------
         Name                    Fees       Stock      Option     Non-Equity     Nonqualified   All Other    Total
                                 Earned     Awards     Awards     Incentive      Deferred       Compensa-    ($)
                                 or Paid    ($)        ($)        Plan           Compensation   tion ($)
                                 in Cash                          Compensa-      Earnings ($)
                                 ($)                              tion ($)
         ----------------------- ---------- ---------- ---------- -------------- -------------- ------------ --------
         ----------------------- ---------- ---------- ---------- -------------- -------------- ------------ --------
         R.C. Cunningham, II         0          0          0            0              0             0          0
         ----------------------- ---------- ---------- ---------- -------------- -------------- ------------ --------
         R.C. Cunningham, III        0          0          0            0              0             0          0
         ----------------------- ---------- ---------- ---------- -------------- -------------- ------------ --------
</TABLE>


         Equity Compensation Plans.
         --------------------------

         We have no equity compensation plans.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

         The  following  table shows  information  as of December  15, 2008 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:


                                       30
<PAGE>
                                                                       % of
                                                                       ----
                                                    No. of Shares      Class
                                                    -------------      -----
R.C. Cunningham II (1)(2)
1440 Glenbrook Drive
Oklahoma City, OK 73118                                 9,353,910       74.00

Marilyn C. Kenan, Trustee
Marilyn C. Kenan Trust
212 N.W. 18th Street
Oklahoma City, OK 73103                                 1,147,778        9.00

R.C. Cunningham III (2)
3134 Rockridge Place
Oklahoma City, OK 73120                                    72,129           *

All officers and directors as a group
(2 persons)                                             9,426,039       74.29
         --------------------

         *        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  12,688,016
                  shares  less  3,000,000  shares  returned  to the  company for
                  cancellation but not yet cancelled.

         (2)      An officer and director of Sooner Holdings, Inc.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
         INDEPENDENCE.

         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.


                                       31
<PAGE>

         There have been no transactions  during the last two years, or proposed
transactions,  to  which  we  were  or are to be a  party  in  which  any of the
following persons had or is to have a direct or indirect material interest:

o    the officers and directors;

o    any nominees for election as a director;

o    any beneficial owners of more than 5 percent of our voting securities;

o    any member of the immediate family of any of the above persons.

ITEM 14. PRINCIPAL ACCOUNTING 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-Q  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, 2008                 $10,261
                  Fiscal Year ended September 30, 2007                 $46,098

         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, 2008                 $    -0-
                  Fiscal Year ended September 30, 2007                 $    -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:

                  Fiscal Year ended September 30, 2008                 $    -0-
                  Fiscal Year ended September 30, 2007                 $    -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, 2008                 $-0-
                  Fiscal Year ended September 30, 2007                 $-0-


                                       32
<PAGE>

         Pre-Approval  of Audit and  Non-Audit  Services.  The  Audit  Committee
charter requires that the committee,  or the directors if there be no committee,
pre-approve all audit,  review and attest services and non-audit services before
such services are engaged.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

         The following exhibits are filed as part of this Form 10-K:

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

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

 10                  Agreement  for  Change of  Control of Sooner          (4)
                     Holdings, Inc. executed on July 23, 2008 and
                     recited to be effective on July 17, 2008

 14                  Code of Ethics for CEO and Senior  Financial          (2)
                     Officers

 16                  Letter  of  November  13,  2008 of  Murrell,          (3)
                     Hall, McIntosh & Co., PLLP of Oklahoma City,
                     Oklahoma,    the    principal    independent
                     registered  public  accountants  of agreeing
                     with the statements made in this Form 8-K by
                     Sooner Holdings,  Inc.  concerning  Sooner's
                     change of principal independent accountants.

 20.1                Audit Committee Charter                               (2)

 20.2                Compensation Committee Charter                        (2)

 20.3                Governance and Nominating Committee Charter           (2)

 20.4                Corporate Governance Principles                       (2)

 31.1                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.

 31.2                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.

 32.1                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.

 32.2                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.

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

(1)  Incorporated  by reference  to our Form 10-KSB for the year ended  December
     31, 1995 (file no. 0-18344).
(2)  Filed as an Exhibit to our Form 10-QSB 12-31-02 (file no. 0-18344).


                                       33
<PAGE>

(3)  Previously filed by Sooner Holdings,  Inc. on November 18, 2008, Commission
     File No. 000-18344; incorporated herein by reference.

(4)  Previously filed by Sooner Holdings, Inc. on July 28, 2008, Commission File
     No. 000-18344; incorporated herein by reference.













                                       34
<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:  January 6, 2009                    SOONER HOLDINGS, INC.


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


                                            /s/ R.C. Cunningham II
Date:  January 6, 2009
                                          --------------------------------------
                                            R.C. Cunningham II, Chairman of the
                                            Board, Chief Executive Officer,
                                            President and Director


                                            /s/ R.C. Cunningham III
Date:  January 6, 2009
                                          --------------------------------------
                                            R.C. Cunningham III, Secretary,
                                            Chief Financial Officer and Director




                                       35
<PAGE>

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

                                  EXHIBIT INDEX

                                    Form 10-K
                       For the Fiscal Year Ended 09-30-08

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

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

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

10                  Agreement  for  Change of  Control of Sooner          (4)
                    Holdings, Inc. executed on July 23, 2008 and
                    recited to be effective on July 17, 2008

14                  Code of Ethics for CEO and Senior  Financial          (2)
                    Officers

16                  Letter  of  November  13,  2008 of  Murrell,          (3)
                    Hall, McIntosh & Co., PLLP of Oklahoma City,
                    Oklahoma,    the    principal    independent
                    registered  public  accountants  of agreeing
                    with the statements made in this Form 8-K by
                    Sooner Holdings,  Inc.  concerning  Sooner's
                    change of principal independent accountants.

20.1                Audit Committee Charter                               (2)

20.2                Compensation Committee Charter                        (2)

20.3                Governance and Nominating Committee Charter           (2)

20.4                Corporate Governance Principles                       (2)

31.1                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.

31.2                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.

32.1                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.

32.2                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.

                                       1
<PAGE>

Footnotes:

(1)  Incorporated  by reference  to our Form 10-KSB for the year ended  December
     31, 1995 (file no. 0-18344).
(2)  Filed as an Exhibit to our Form 10-QSB 12-31-02 (file no. 0-18344).
(3)  Previously filed by Sooner Holdings,  Inc. on November 18, 2008, Commission
     File No. 000-18344; incorporated herein by reference.
(4)  Previously filed by Sooner Holdings, Inc. on July 28, 2008, Commission File
     No. 000-18344; incorporated herein by reference.





                                       2