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

                                   FORM 10-KSB
                   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended September 30, 2004

                                       OR

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


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

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


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


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

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

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

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

<PAGE>

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

State issuer's revenues for its most recent fiscal year: $(2,168)

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Company on December 15, 2004 was approximately $49,774.

As of December 15, 2004, there were 12,688,016 shares of the Registrant's Common
Stock, par value $0.001 per share, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

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













                                       ii
<PAGE>

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

Item 1   Description of Business...............................................1
         Summary and Development of the Company................................1
         Marketing.............................................................2
         Employees.............................................................2
         Patents...............................................................2
         Product Research and Development......................................2

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

Item 3   Legal Proceedings.....................................................2

Item 4   Submission of Matters to a Vote of Security Holders...................3

Item 5   Market for Common Equity and Related Stockholder Matters..............3

Item 6   Management's Discussion and Analysis..................................4
         Liquidity and Capital Resources.......................................4
         Results of Operations.................................................5
         Capital Expenditures and Commitments..................................5
         Going Concern and Management Plans....................................5
         Factors That May Affect Future Results................................6
         Off-Balance Sheet Arrangements........................................6
         Contractual obligations...............................................6

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

Item 8   Changes In and Disagreements With Accountants on Accounting
              and Financial Disclosure .......................................20

Item 8A  Controls and Procedures..............................................20

Item 8B  Other Information....................................................21

Item 9   Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act...............21
         Directors, Executive Officers and Significant Employees..............21
         Audit Committee and Audit Committee Financial Expert.................23
         Code of Ethics.......................................................23
         Compliance with Section 16(a) of the Exchange Act....................23

                                      iii
<PAGE>

Item 10  Executive Compensation...............................................23
         Stock Options........................................................24
         Employment Contracts.................................................24

Item 11  Security Ownership of Certain Beneficial Owners
              and Management..................................................24

Item 12  Certain Relationships and Related Transactions.......................26

Item 13  Exhibits.............................................................26

Item 14  Principal Accountant Fees and Services...............................28

Signatures....................................................................30


















                                       iv
<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Summary and Development of the Company
--------------------------------------

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

     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.

     Present activities
     ------------------

     We are out of business. Our activities consist of paying our debts, looking
for a new line of business or preparing  our company to be an  attractive  shell
corporation for a reverse merger transaction.

Employees
---------

     R.C.  Cunningham II, our president and chairman of the board,  works for no
pay on a full-time basis for us and all of our  subsidiaries in paying the debts
of the company, searching for a new line of business or preparing our company to
be an attractive reverse merger party.

Patents
-------

     Sooner Holdings has no patents.

Product Research and Development
--------------------------------

     We spent nothing on research and  development  during the fiscal year ended
September 30, 2004.

ITEM 2.  DESCRIPTION OF PROPERTY.

     We have no property other than cash.

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  2004  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.


                                       2
<PAGE>

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Our common stock  trades on the Pink Sheets under the stock symbol  "SOON".
The high and low bid  information for the stock during the years ended September
30, 2003 and 2004 is set forth below. The information was obtained from the Pink
Sheets and reflects  inter-dealer prices,  without retail mark-up,  mark-down or
commission and may not represent actual transactions:

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

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

         2004:    1st Qtr                   0.01                       0.01
                  2nd Qtr                   0.01                       0.01
                  3rd Qtr                   0.01                       0.005
                  4th Qtr                   0.008                      0.005

     Holders.
     --------

     As of September 30, 2004, we had 575  shareholders of record and 16,888,016
shares  issued and  outstanding.  This does not include the holders whose shares
are held in a  depository  trust in "street"  name.  As of  September  30, 2004,
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.


                                       3
<PAGE>

     Reports to Security Holders.
     ----------------------------

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

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS.

     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."

Liquidity and Capital  Resources - Fiscal year ended September 30, 2004 compared
--------------------------------------------------------------------------------
to fiscal year ended September 30, 2003:
----------------------------------------

     Cash flow from  operations  increased  by  $285,836  during  the year ended
September 30, 2004 as compared to the year ended  September 30, 2003. Cash flows
provided from  investing  activities  decreased by $587,868 due primarily to our
sale of our correctional facility for $2,079,452 as compared with the $4,276,463
we received in 2003 from the sale of our commercial  leasing business park. Cash
flows from  financing  activities  decreased by $249,491,  due to  repayments of
$3,207,902 in long-term debt and royalties.

     We have had severe  liquidity  problems  for the last  several  years.  Our
liquidity is reflected in the table below, which shows comparative  deficiencies
in working capital:

                                            September 30,          September 30,
                                                2003                   2004
                                              --------              ----------

     Deficiency in working capital          $(3,370,095)            $(645,863)
                                            =============           ==========

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

     Exclusive  of funds  required  for debt  repayment,  we believe that we can
borrow any additional funds from our related parties to maintain our operations,
although  there can be no  assurance  that such  funds  will be  available  when


                                       4
<PAGE>
<TABLE>
<CAPTION>

needed.  In the event that we cannot  refinance,  or obtain  forbearance  on our
current  liabilities  or on our long-term  liabilities as they come due, we will
undoubtedly face further severe liquidity problems which may lead to litigation,
the inability to transact  business,  or  foreclosure  actions  being  initiated
against a majority of our assets.

Results of Operations - The fiscal year ended September 30, 2004 compared to the
--------------------------------------------------------------------------------
fiscal year ended September 30, 2003:
-------------------------------------

     The following tables illustrate our revenue mix and operating expenses:

                                        Year Ended 09-30-04    Percent   Year Ended 09-30-03   Percent
                                        -------------------    -------   -------------------   -------
<S>                                     <C>                    <C>       <C>                   <C>
         Real estate leasing revenues                  --         (100)           $  365,363        22

         Correctional revenues                         --            0             1,321,423        78
                                                    -------                       ----------

              Total revenues                           --                         $1,686,786
                                                    =======                       ==========


    Operating Expenses
    (Before Interest Expense)           Year Ended 09-30-04    Percent   Year Ended 09-30-03   Percent
    -------------------------           -------------------    -------   -------------------   -------

    Real estate leasing expenses                   $200,093         23             $ 263,958        15

    Correctional expenses                              --            0               610,021        36

    Corporate expenses                              569,561        77               630,408        37

    Depreciation and Amortization                       515          0               206,147        12
                                                   --------        ---             ---------       ---

         Total Operating Expenses                  $770,169        100             $1,710,534      100
                                                   ========        ===             ==========      ===
</TABLE>

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

     During the year ended September 30, 2003 we had no capital expenditures. In
November  2003 we sold our  correctional  facilities  property  to the  Oklahoma
Capital Improvements Authority and exited this line of business.

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

     As shown in the financial  statements,  we had a net loss of $51,353 during
the year ended September 30, 2004, and, as of that date, our current liabilities
exceeded our current assets by $635,863.

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

     In July  2003 our  business  park was  condemned  and sold to the  Oklahoma
Department  of  Transportation.  In November  2003 our  correctional  facilities


                                       5
<PAGE>
<TABLE>
<CAPTION>

properties were sold to the Oklahoma Capital Improvement  Authority.  During all
of 2003 our telecommunications business did not function at all.

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

Off-Balance Sheet Arrangements

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

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

Contractual obligations

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

---------------------------- -------------------------------------------------------------------
                                                  Payments Due-by Period
---------------------------- -------------------------------------------------------------------
        Contractual                         Less Than                                More Than
        Obligations              Total       1 Year       1-3 Years    3-5 Years      5 Years
---------------------------- ------------ ------------- ------------ ------------- -------------
<S>                          <C>          <C>           <C>          <C>           <C>
Long-Term Debt Obligations
                               $943,016     $943,016          -            -             -
---------------------------- ------------ ------------- ------------ ------------- -------------
Capital Lease Obligations
                                   -            -             -            -             -
---------------------------- ------------ ------------- ------------ ------------- -------------
Operating Lease Obligations
                                   -            -             -            -             -
---------------------------- ------------ ------------- ------------ ------------- -------------
Other Long-Term
Liabilities Reflected on
Our Balance Sheet under
GAAP                               -            -             -            -             -
---------------------------- ------------ ------------- ------------ ------------- -------------

---------------------------- ------------ ------------- ------------ ------------- -------------
Total                          $943,016     $943,016          -            -             -
---------------------------- ------------ ------------- ------------ ------------- -------------
</TABLE>


                                       6
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

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


                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                             8
Consolidated Balance Sheet as of September 30, 2004                            9
Consolidated Statements of Operations for the Year ended
     September 30, 2004 and 2003                                              10
Consolidated Statements of Cash Flows for the Year ended
     September 30, 2004 and 2003                                              11
Consolidated Statement of Stockholders' Deficit for the
     Years ended September 30, 2004 and 2003                                  12
Notes to Consolidated Financial Statements                                    13















                                       7
<PAGE>

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

Board of Directors and Stockholders
Sooner Holdings, Inc.

We have audited the accompanying  consolidated balance sheet of Sooner Holdings,
Inc. and  subsidiaries,  as of September 30, 2004, and the related  consolidated
statements of  operations,  stockholders'  equity,  and cash flows for the years
ended September 30, 2004 and 2003. These consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  Those standards require
that we plan and perform the audit to obtain reasonable  assurance about whether
the consolidated  financial  statements are free of material  misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  consolidated  balance  sheet of Sooner
Holdings,  Inc.,  as of September 30, 2004,  and the results of its  operations,
stockholders'  equity and its cash flows for the years ended  September 30, 2004
and 2003, in conformity with  accounting  principles  generally  accepted in the
United States of America.

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


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

Murrell, Hall, McIntosh & Co., PLLP
December 11, 2006


                                       8
<PAGE>
<TABLE>
<CAPTION>

                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2004



                                     ASSETS
<S>                                                                             <C>

Current Assets
        Cash and cash equivalents                                               $   934,191
                                                                                -----------

               Total Current Assets                                                 934,191
                                                                                -----------

Total Assets                                                                    $   934,191
                                                                                ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
        Accounts payable - trade                                                $   240,497
        Accounts payable - affiliates                                               280,102
        Royalty payable                                                             106,439
        Notes payable to affiliates                                                 943,016
                                                                                -----------
               Total Current Liabilities                                          1,570,054

Long-term Debt less current portion                                                    --

Stockholders' Equity (Deficit)
        Preferred stock - undesignated; authorized, 10,000,000 shares; issued
               and outstanding, none                                                   --
        Common stock, $.001 par value 100,000,000 shares authorized
               12,688,016 shares issued and outstanding                              12,688
        Additional paid in capital                                                6,197,690
        Retained earnings (deficit)                                              (6,846,241)
                                                                                -----------
Total Stockholders' Equity (Deficit)                                               (635,863)
                                                                                -----------
                                                                                -----------
Total Liabilities and Stockholders' Equity (Deficit)                            $   934,191
                                                                                ===========



</TABLE>


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

                                       9
<PAGE>


                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS



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

                                                         2004           2003
                                                   ------------    ------------

Revenue
        Correctional facility services             $       --      $  1,321,423
        Commercial leasing                                 --           365,363
                                                   ------------    ------------
               Total Revenue                               --         1,686,786

Operating Expenses
        Cost of correctional facility services             --           610,021
        Cost of commercial leasing                      200,093         263,958
        General and administrative expense              569,561         630,408
        Depreciation, depletion and amortization            515         206,147
                                                   ------------    ------------

               Total Operating Expenses                 770,169       1,710,534
                                                   ------------    ------------

Operating Income (Loss)                                (770,169)        (23,748)

Other (Expenses) Income
        Other income                                        800           8,104
        Interest income                                     760          (7,911)
        Gain on settlement                                 --            60,576
        Other expense                                    (7,494)        (27,234)
        Interest expense                                (80,187)       (353,143)
                                                   ------------    ------------
               Total Other (Expense) Income             (86,121)       (319,608)

Net (Loss) Before Extraordinary Income                 (856,290)       (343,356)

Extraordinary Gain on sale of property                  804,937       2,030,783
                                                   ------------    ------------

Net Income (Loss)                                  $    (51,353)   $  1,687,427
                                                   ============    ============

Net Income (Loss) per Share, Basic and Diluted     $      (0.00)   $       0.12
                                                   ============    ============

Weighted average of number of shares outstanding     12,688,016      13,888,016
                                                   ============    ============




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



                                       10
<PAGE>
<TABLE>
<CAPTION>

                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED SEPTEMBER 30, 2004 AND 2003




                                          Common stock           Additional                     Related          Total
                                          ------------            paid-In       Accumulated      party         Shareholders'
                                     Shares         Amount        capital        Deficit        receivable    Equity (Deficit)
                                   -----------    -----------    -----------    -----------    -----------    -----------
<S>                                <C>            <C>            <C>            <C>            <C>            <C>


Balance, September 30, 2002        13,888,016    $    13,888    $ 6,268,490    $(8,482,315)   $   (72,000)   $(2,271,937)

Net Income                               --             --             --        1,687,427           --        1,687,427
                                  -----------    -----------    -----------    -----------    -----------    -----------

Balance, September 30, 2003        13,888,016         13,888      6,268,490     (6,794,888)       (72,000)      (584,510)

Cancel related party receivable    (1,200,000)        (1,200)       (70,800)          --           72,000           --

Net Income                               --             --             --          (51,353)          --          (51,353)
                                  -----------    -----------    -----------    -----------    -----------    -----------
Balance, September 30, 2004        12,688,016    $    12,688    $ 6,197,690    $(6,846,241)   $      --      $  (635,863)
                                  ===========    ===========    ===========    ===========    ===========    ===========

</TABLE>







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










                                       11
<PAGE>
<TABLE>
<CAPTION>

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


                                                                                   Year ended
                                                                                  September 30,
                                                                           --------------------------
                                                                               2004           2003
                                                                           -----------    -----------
<S>                                                                        <C>            <C>

Cash Flows From Operating Activities
        Net (Loss)                                                         $   (51,353)   $   797,725
        Adjustments to reconcile net loss to net cash provided by
        operating activities
               Depreciation, depletion and amortization                           --          206,147
               (Gain) Loss on disposal of property                            (804,937)    (2,030,783)
               Impairment of intangible assets                                    --          861,750
               Write off loan origination fee                                     --          100,771
               (Increase) Decrease in
                 Accounts receivable                                           181,934     (1,262,171)
                 Other current assets and other assets                             853        128,596
               Increase (Decrease) in
                 Accounts payable                                               23,449        100,079
                 Accrued liabilities                                          (251,663)       (64,767)
                 Deferred revenue                                                 --          (24,900)
                                                                           -----------    -----------
               Net Cash Flows Provided by (Used in) Operating Activities      (901,717)    (1,187,553)

Cash Flows From Investing Activities
        Proceeds from sale of property                                       3,291,522      4,276,464
        Proceeds from settlement deposit                                       299,000           --
        Loans made to related party                                           (805,642)          --
        Payments received on related party loans                             2,079,452           --
                                                                           -----------    -----------
               Net Cash Provided (Used) by Investing Activities              4,864,332      4,276,464


Cash Flows from Financing Activities
        Repayments of debt and royalty                                      (3,207,902)    (2,958,411)
                                                                           -----------    -----------
               Net Cash Provided (Used) by Financing Activities             (3,207,902)    (2,958,411)

Increase (Decrease) in Cash                                                    754,713        130,500
Cash at Beginning of Year                                                      179,478         57,730
                                                                                          -----------
                                                                           -----------    -----------
Cash at End of Year                                                        $   934,191    $   188,230
                                                                           ===========    ===========

Supplemental Information:
        Interest Paid in Cash                                              $    80,187    $   270,551
                                                                           ===========    ===========

</TABLE>









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






                                       12
<PAGE>





                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2004 and 2003

NOTE A - ORGANIZATION AND OPERATIONS

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

NOTE B - CONTINUATION AS A GOING CONCERN

The accompanying  financial  statements have been prepared  assuming that Sooner
Holdings,  Inc.  will continue as a going  concern.  Sooner  Holdings,  Inc. has
suffered  losses  from  operations  in  recent  years  and  continues  to have a
significant  stockholder's deficit.  Subsequent to September 30, 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.  The company's  current business plan is to
seek,  investigate  and,  if  warranted,  acquire  one  or  more  properties  or
businesses,   and  to  pursue  other  related  activities  intended  to  enhance
shareholder  value.  The  acquisition of a business  opportunity  may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture or partnership. Management
intends to seek opportunities demonstrating the potential of long-term growth as
opposed to short-term  earnings.  Management  cannot  predict to what extent the
company might incur further  operating  losses through any business entity which
may eventually be acquired. The consolidated financial statements do not include
any  adjustments  relating to the  recoverability  and  classification  of asset
carrying  amounts or the amount and  classification  of  liabilities  that might
result should the Company be unable to continue as a going concern.

NOTE C - SUMMARY OF ACCOUNTING POLICIES

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

1.   Principles of Consolidation

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

2.   Revenue Recognition

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



                                       13
<PAGE>


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

3.   Cash and Cash Equivalents

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

4.   Intangible Assets

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

     The Company  assesses the  recoverability  of  intangible  assets  whenever
     events or changes in  circumstances  indicate that the carrying  amount may
     not be recoverable  through future cash flows.  During the first quarter of
     2004,  $861,750 was charged to expense related to the impairment of certain
     contractual rights.

5.   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.

6.   Fair Value of Financial Instruments

     The Company  estimates  the fair value of its financial  instruments  based
     upon  existing  interest  rates  related  to such  assets  and  liabilities
     compared to current rates of interest for instruments with a similar nature
     and degree of risk. All of the Company's financial instruments are held for
     purposes other than trading.  The Company  believes that the carrying value
     of all of its financial instruments approximates fair value as of September
     30, 2004 and 2003.

7.   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.

8.   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.



                                       14
<PAGE>


9.   New Accounting Pronouncements

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

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

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

     SFAS No. 149  "Amendment  of Statement 133 on  Derivative  Instruments  and
     Hedging   Activities".   This  statement  amends  and  clarifies  financial
     accounting  and  reporting  for  derivative  instruments  embedded in other
     contracts  (collectively  referred  to  as  derivatives)  and  for  hedging
     activities  under SFAS 133,  "Accounting  for  derivative  instruments  and
     hedging activities".

     SFAS  No.  150  "Accounting   for  certain   financial   instruments   with
     characteristics of both liabilities and equity". This statement establishes
     standards  how  an  issuer   classifies  and  measures  certain   financial
     instruments with characteristics of both liabilities and equity.

10.  Concentrations of Credit Risk

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

NOTE D - NOTES PAYABLE TO AFFILIATES

     Notes payable consist of the following at September 30, 2004:

     Notes   payable  to   related   parties,
     interest  at 10% per  annum,  payable on
     demand   after   September   30,   2003;
     uncollateralized                                                  $ 313,816



                                       15
<PAGE>


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

                                                                       $ 943,016
                                                                       =========

NOTE E - ROYALTY PAYABLE

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

Effective  September 24, 2001,  the Company  modified this agreement by making a
cash  payment of $375,000  and  issuing a 7%,  $100,000,  uncollateralized  note
payable.  No gain or loss was  recognized on the  modification.  During 2002 the
Company defaulted on the note. As a result, this note of approximately  $106,000
is classified as current in the financial statements.

NOTE F - 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, 2004.

Employee Stock Option Plan

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

The Company uses the intrinsic value method to account for its stock option plan
in which  compensation  is recognized only when the fair value of the underlying
stock  exceeds  the  exercise  price of the  option  at the date of  grant.  The



                                       16
<PAGE>

exercise price of all options  equaled or exceeded  market price of the stock at
the date of grant. Accordingly, no compensation cost has been recognized for the
options issued. Had compensation cost been determined based on the fair value of
the options at the grant dates,  the Company's net loss and loss per share would
have been the pro forma amounts as indicated below.

                                                  Year ended September 30,
                                                     2004           2003
                                                     ----           ----
     Net (loss)income
       As reported                               $  (51,353)     $  797,725
       Pro forma                                 $  (51,353)     $  797,725

     Income per share, basic and diluted
       As reported                                $     .00      $     .12
       Pro forma                                  $     .00      $     .12

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

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

A summary of the status of the  Company's  stock option plan as of September 30,
2004 and 2003 and changes during the years ended September 30, 2004 and 2003 are
presented below.

                                           2004                   2003
                                               Weighted                Weighted
                                                average                 average
                                               exercise                exercise
                                    Shares       price       Shares      price
                                    ------       -----       ------      -----

     Outstanding at beginning
     of period                         -           -        600,000      $0.33
     Granted                           -           -            -      $   -
     Exercised                         -           -            -      $   -
     Forfeited                         -           -       (600,000)   $   -
                                   -------                  -------
    Outstanding at end of
      period                           -           -            -          -
                                   =======                  =======

    Options exercisable at
      Period end                       -           -            -          -

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



                                       17
<PAGE>


NOTE G - INCOME TAXES

The Company's effective income tax rate differed from the federal statutory rate
of 34% as follows for the periods ended September 30:

                                                        2004           2003
                                                        ----           ----
    Income taxes at federal statutory rate           $(17,000)     $574,000
    Change in valuation allowance, net of
      change in estimate of deferred tax
      liability                                        20,000      (675,000)
    State income taxes at statutory rate               (3,000)      101,000
    Effect of graduated rates                               -             -
    Revisions of prior year estimates                       -             -
                                                     --------     ---------

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

Components of deferred taxes are as follows at September 30:

                                                        2004           2003
                                                        ----           ----
    Assets
      Property and equipment                         $        -     $        -
      Intangible assets                                       -              -
      Tax loss carryforward                           1,464,000      1,799,000
      Valuation allowance                            (1,458,316)    (1,793,316)
                                                                    ----------

          Total assets                                    5,684          5,684

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

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

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

At September 30, 2004,  the Company has net  operating  loss  carryforwards  for
income tax purposes as follows:

               Expiration  date

                    2007                            153,000
                    2008                            707,000
                    2009                            244,000
                    2010                            358,000
                    2012                             29,000
                    2018                            280,000
                    2019                            371,000
                    2020                            520,000
                    2021                            998,000
                                                 ----------
                                                 $3,660,000



                                       18
<PAGE>


NOTE H - RELATED PARTY TRANSACTIONS

New Directions Centers of America LLC

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

Related Party Obligations

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

                                                              2004
                                        ----------------------------------------
                                                            Accounts payable and
                                         Notes payable, net  accrued liabilities
                                        ------------------  --------------------
President and Chairman                     $    13,816              $185,211
Aztore Holdings, Inc.                          300,000                94,891
NDLLC                                          629,200                     -
                                           -----------              --------

Total related party
  liabilities                              $   943,016              $280,102
                                           ===========              ========

NOTE I - COMMITMENTS AND CONTINGENCIES

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




                                       19
<PAGE>

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

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

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

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

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

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

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

ITEM 8A. CONTROLS AND PROCEDURES.

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


                                       20
<PAGE>
<TABLE>
<CAPTION>

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

ITEM 8B. OTHER INFORMATION

     There is no  information  that was  required  to be  disclosed  on Form 8-K
during the fourth quarter of 2004 that was not reported.

                                    PART III

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

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

Directors of Sooner Holdings, Inc.

     Our current directors and their principal occupation are listed below. R.C.
Cunningham III is the son of R.C. Cunningham II, the president and chairman. The
ownership amount and percent  represents shares of our common stock beneficially
owned by each of them as of December 15, 2004:

                                                                                      Ownership(1)
                                                                                      ------------
                                Director
          Name          Age       Since           Principal Occupation            Amount       Percent
          ----          ---       -----           --------------------            ------       -------
<S>                     <C>       <C>             <C>                             <C>          <C>
R.C. Cunningham II      75      06/01/89     Chairman and President, Sooner      6,394,081       50.4
                                             Holdings, Inc.
R.C. Cunningham III     37      07/03/97     Vice President, Secretary and          72,129         *
                                             Chief Financial Officer, Sooner
                                             Holdings, Inc.
</TABLE>
-------------------------

*        Less than 1%

(1)  The amount and percent of  ownership is based on the total shares of common
     stock outstanding of 12,688,016 shares as of December 15, 2004.





                                       21
<PAGE>
<TABLE>
<CAPTION>

Directors of the Subsidiaries.

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

     Business Experience:

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

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

Executive Officers, Promoters and Control Persons.

     Our  current   executive   officers  as  of  September  30,  2004,  or  our
subsidiaries  and their  positions held in our company or its  subsidiaries  are
listed in the table below.  Officers are appointed by the board. R.C. Cunningham
III is the son of R.C. Cunningham II, the president and chairman.
<TABLE>
<CAPTION>

          Name         Age                   Title                             Officer Since
          ----         ---                   -----                             -------------
<S>                    <C>                   <C>                               <C>
R.C. Cunningham II     75    CEO and President, Sooner Holdings, Inc.            06/01/88*
                             CEO and President, Charlie O Business Park
                                  Incorporated                                   03/15/91*
                             CEO and President, ND Acquisition Corp.
                             Secretary, Sooner Communications, Inc.              09/04/97*
                                                                                 04/26/00
R.C. Cunningham III    37    Secretary, Sooner Holdings, Inc.                    07/03/97
                             Chief Financial Officer, Sooner Holdings, Inc.      03/31/98
                             Secretary and CFO, Charlie O Business Park
                                  Incorporated                                   07/03/97
                             Secretary and CFO, ND Acquisition Corp.             09/04/97*
                             Vice President, Sooner Holdings, Inc.               07/01/00*
</TABLE>
-------------------------

*        Date of inception of the respective companies.


                                       22
<PAGE>

Audit Committee and Audit Committee Financial Expert

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

Code of Ethics

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

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

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

     Based  solely on a review of the  copies of such forms  received  by it, or
written  representations  from certain reporting persons, we believe that during
fiscal  2004 all the  reporting  persons  complied  with  Section  16(a)  filing
requirements.

ITEM 10. EXECUTIVE COMPENSATION.

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









                                       23
<PAGE>
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------
                                                            Long Term
----------------------------------------------------------  Compensation
                         Annual Compensation                Awards                  Payouts
---------------------------------------------------------- ----------------------- ----------
                                                   Other                Securities
Name and                                           Annual   Restricted  Underlying             All Other
Principal                                          Compen-  Stock       Options/    LTIP       Compen-
Position               Year    Salary     Bonus    sation   Awards      SARS        Payouts    sation
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- -----------
<S>                   <C>    <C>        <C>       <C>      <C>         <C>         <C>        <C>
R. C Cunningham, II,
CEO                    2004         $0        $0       $0           0           0          0           $0
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
                       2003         $0        $0       $0           0           0          0           $0
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
                       2002         $0        $0   $4,800           0           0          0       $4,800
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
Ronnie M. Alexander,
Director and VP, ND
Acquisitions, Inc.     2003   $120,000        $0       $0           0           0          0      $23,705
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
                       2002   $120,000        $0       $0           0           0          0      $23,705
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
</TABLE>

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

     Options  granted under the plans may be "employee  incentive stock options"
as defined under Section 422 of the Internal Revenue Code or non-qualified stock
options,  as determined by the option committee of the board of directors at the
time of grant of an option.  The plans enable the option  committee of the board
of  directors  to  grant  up to two  million  stock  options  to  employees  and
consultants from time to time.  Options of 300,000 shares  exercisable at $0.333
had been  granted to each of Melissa S.  Fletcher and R.C.  Cunningham  III. The
options expired June 21, 2003. There are no outstanding options.

     Employment Contracts.

     We have no employment contracts.

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

     The following table shows  information as of December 15, 2004 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:









                                       24
<PAGE>

                                                                            % of
                                                     No. of Shares         Class
                                                     -------------         -----
R.C. Cunningham II (1)
1440 Glenbrook Drive
Oklahoma City, OK 73118                                  6,394,081          50.4

Michael S. Williams (2)
3710 East Kent Drive
Phoenix, AZ 85044                                        1,006,256           7.9

Lanny R. Lang (3)
3536 East Saltsage Drive
Phoenix, AZ 85044                                          729,183           5.7

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

Ron Alexander, Sr. (5)
2901 McGee Street
Norman, OK 73072                                         1,442,000          11.4

Marilyn C. Kenan, Trustee
212 Northwest 18th Street
Oklahoma City, OK 73103                                  1,157,778           9.1

All officers and directors as a group (2 persons)
                                                         6,466,210          51.0
     --------------------

     *    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.

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

     (3)  Includes  15,661  shares  of  common  stock  owned  by Lang  Financial
          Services,  Inc.  of which Mr.  Lang is the  President  and sole owner.
          Includes 384,809 shares owned by Aztore of which Mr. Lang is Secretary


                                       25
<PAGE>

          and Treasurer (see further discussion under  "Relationship with Aztore
          Holdings,  Inc."  under Item 12.  Certain  Relationships  and  Related
          Transactions).

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

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

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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

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

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

Relationship with R.C. Cunningham II
------------------------------------

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

                                     PART IV

ITEM 13. EXHIBITS.

    Number                          Description                         Footnote
    ------                          -----------                         --------

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

10.1 thru 10.11     Material contracts                                    (1)


                                       26
<PAGE>

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

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

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

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

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

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

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

19.1 thru 19.6      Other agreements                                      (6)

20.1                Audit Committee Charter                               (6)

20.2                Compensation Committee Charter                        (6)

20.3                Governance and Nominating  Committee Charter          (6)

20.4                Corporate Governance Principles                       (6)

22.1                Subsidiaries of the registrant                        (4)

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

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


                                       27
<PAGE>

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

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

-------------------------------

(1)  Incorporated  by reference  to our Form 10-KSB for the year ended  December
     31, 1995 (file no. 0-18344).

(2)  Filed as an  exhibit  to our  Form  8-K,  filed  June 23,  1999  (file  no.
     0-18344).

(3)  Filed as an  exhibit to our Form  10-KSB,  filed  April 20,  2000 (file no.
     0-18344).

(4)  Filed as an exhibit to our Form SB-2,  filed  September  29, 2000 (file no.
     0-18344).

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

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


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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

                  Fiscal Year ended September 30, 2004                 $  -0-
                  Fiscal Year ended September 30, 2003                 $  470

     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, 2004                 $  -0-
                  Fiscal Year ended September 30, 2003                 $2,530

     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:


                                       28
<PAGE>

                  Fiscal Year ended September 30, 2004                 $2,750
                  Fiscal Year ended September 30, 2003                 $3,750

     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, 2004                 $-0-
                  Fiscal Year ended September 30, 2003                 $-0-

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




















                                       29
<PAGE>

                                   SIGNATURES

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

Date:  July 25, 2007            SOONER HOLDINGS, INC.


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


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



                                /s/ R.C. Cunningham III
Date:  July 25, 2007
                                ------------------------------------------------
                                R.C. Cunningham III, Vice President and Director





                                       30
<PAGE>

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

                                  EXHIBIT INDEX

                                   Form 10-KSB
                       For the Fiscal Year Ended 09-30-04

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

    Number                          Description                         Footnote
    ------                          -----------                         --------

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

10.1 thru 10.11     Material contracts                                    (1)

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

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

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

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

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

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

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


                                       1
<PAGE>

19.1 thru 19.6      Other agreements                                      (6)

20.1                Audit Committee Charter                               (6)

20.2                Compensation Committee Charter                        (6)

20.3                Governance and Nominating  Committee Charter          (6)

20.4                Corporate Governance Principles                       (6)

22.1                Subsidiaries of the registrant                        (4)

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

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

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

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

-------------------------------

(1)  Incorporated  by reference  to our Form 10-KSB for the year ended  December
     31, 1995 (file no. 0-18344).

(2)  Filed as an  exhibit  to our  Form  8-K,  filed  June 23,  1999  (file  no.
     0-18344).

(3)  Filed as an  exhibit to our Form  10-KSB,  filed  April 20,  2000 (file no.
     0-18344).

(4)  Filed as an exhibit to our Form SB-2,  filed  September  29, 2000 (file no.
     0-18344).

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

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



                                       2