SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

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

         For the fiscal year ended          December 31, 1996
                                   --------------------------

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

         For the transition period from ________________ to ___________________

                           Commission File No. 0-18344
                                              ------------

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

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

2680 W. I-40  Oklahoma City, Oklahoma                                      73108
---------------------------------------                                    -----
(Address of principal executive offices)                              (Zip Code)

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

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

Securities registered under Section 12(g) of the 
Exchange Act:                                               Common stock, no par
                                                            --------------------

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes _X No

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

          Revenues for the year ending December 31, 1996 were $614,921.

         The aggregate  market value of the voting stock held by  non-affiliates
of the Company on May 15, 1997 was  approximately  $38,733.  As of May 15, 1997,
the Company had 7,471,350 shares of common stock issued and outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Proxy  Statement for the Company's  1996 Annual Meeting
of Shareholders  are incorporated by reference to Part III, Items 10, 11, 12 and
13 of this Form 10-KSB report.

      This document consists of 30 pages. The exhibit index is on page 15.
<PAGE>
                              SOONER HOLDINGS, INC.
                                   FORM 10-KSB

                   for the fiscal year ended December 31, 1996

                                Table of Contents
                                -----------------

PART I                                                                      Page
------                                                                      ----

Item 1.      Description of Business                                         3

Item 2.      Description of Property                                         6

Item 3.      Legal Proceedings                                               6

Item 4.      Submission of Matters to a Vote of Security Holders             6

Part II
-------

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

Item 6.      Management's Discussion and Analysis or Plan of Operation       8

Item 7.      Financial Statements                                            12

Item 8.      Changes in and Disagreements with Accountants on Accounting 
                and Financial Disclosures                                    12

Part III
--------

Item 9.      Directors, Executive Officers, Promoters and Control Persons;
                Compliance with Section 16(a) of the Exchange Act            12

Item 10.     Executive Compensation                                          13

Item 11.     Security Ownership of Certain Beneficial Owners and 
                 Management                                                  13

Item 12.     Certain Relationships and Related Transactions                  13

Part IV
-------

Item 13.     Exhibits and Reports on Form 8-K                                13

             Signatures                                                      14
                                       2
<PAGE>
                                     PART I
                         ITEM 1. DESCRIPTION OF BUSINESS

Summary and Development of the Company

         Sooner Holdings, Inc., an Oklahoma corporation (hereinafter referred to
as the  "Company")  was  formed  in 1986 to  enter  the  in-home  soda  fountain
business.  Subsequently,  the Company  evolved into a  multi-subsidiary  holding
company  in  diverse  businesses.  The  Company  has been  aggressively  seeking
acquisitions  since it was restructured in 1993. The Company currently  operates
through three subsidiaries, Charlie O Business Park Incorporated ("CO Park"), SD
Properties, Inc. ("SDPI") and Charlie O Beverages, Inc. ("CO Beverages").  These
subsidiaries and a brief summary are as follows:

o    CO Park. CO Park  operates  a multi-unit  rental  property  (the  "Business
     Park") for  business  and  industrial  tenants  located in  Oklahoma  City,
     Oklahoma.  CO Park became an  operating  subsidiary  upon its  formation in
     March 1991 and is 100% owned by the Company.

o    SDPI.  SDPI is  the sole  beneficiary of a trust that owns real estate lots
     in an  Arizona  subdivision.  SDPI had  failed  to sell any lots  since its
     acquisition  in 1993.  In October  1995,  SDPI  commenced  a business  that
     markets and services construction  contracts.  In April 1997, SDPI sold its
     trust interest for an agreement to assume liabilities  related to the trust
     and the underlying lots as well as an agreement to share future profits, if
     any,  with the  Company.  The  buyer of the  trust  was  affiliated  with a
     director of the Company. The Company owns 100% of SDPI.

o    CO  Beverages.  CO  Beverages  operates a  business  that  manufactures  an
     in-home soda fountain appliance that carbonates water and associated syrups
     and flavors (the "Soda  Shaker").  CO Beverages  was formed in June 1989 as
     Charlie  O  Marketing  Co.  and was  dormant  until  December  1993 when it
     purchased the soda fountain  business from the parent company.  The Company
     expects to sell CO Beverages during fiscal 1997. Therefore,  as of December
     31, 1996,  the remaining  assets of CO Beverages were written down to their
     estimated net realizable  value. The Company hopes to sells CO Beverages as
     a going concern and therefore,  realize  additional value for the extensive
     tooling and other assets related to CO Beverages business. The Company owns
     100% of CO Beverages.

During  fiscal  1996  the  Company  consummated  the  sale  of two of its  prior
investments.  The Company sold a majority of the stock of one subsidiary,  On TV
Incorporated,  and all the stock and assets  related  to  Dynamicorp,  Inc.,  an
investment which never led to an acquisition. The Company realized a net gain of
$24,686 on these two  transactions.  Both  buyers were  directly  or  indirectly
affiliated with the Company.
                                       3
<PAGE>
                              Business Descriptions

The Real Estate Business

         CO Park  operates  as a real  estate  lessor and  property  manager and
currently  leases to 25 non-related  lessees.  CO Park's property  includes five
separate buildings,  totaling  approximately 126,900 square feet, located at the
intersection  of I-40 and Agnew Street in Oklahoma City,  Oklahoma.  The Company
and its CO Beverages  subsidiary  currently  operate out of approximately  9,000
square  feet in this  business  park.  CO Park  competes  with other  commercial
lessors in the Oklahoma City market. Its occupancy, excluding that leased to the
Company and its  subsidiaries,  has averaged  over 90% during both 1996 and 1995
and was 100% occupied at December 31, 1996.

         In October 1995 SDPI entered a new real estate oriented business acting
as a sales agent and  representative  for  various  contractors.  Although  this
business met with initial success,  the Company is currently seeking  additional
contractor clients and is meeting with only very modest success.

The "Soda Shaker" Business

         The  Company  entered the Soda  Shaker  business in 1986 by  purchasing
various patents, copyrights, tooling and equipment from the estate of a bankrupt
company. The Company subsequently  invested in further design changes,  tooling,
molds and  marketing  in order to  promote,  market and sell this  product.  The
Company has developed the capacity to manufacture and bottle fountain-type syrup
in volume.  In December 1993 the Company sold,  transferred and assigned all its
rights,  title and interests in all the assets used in its Soda Shaker  business
to CO Beverages, its wholly owned subsidiary.

         CO  Beverages  operated  under a strategy of  emphasizing  continuation
syrup sales.  Because the beverage market is highly competitive and dominated by
national brands,  the Company has had difficulty  obtaining  significant  market
penetration.  In addition,  the Soda Shaker has a marketing challenge related to
the cost of its carbonator assembly. The self-regulating  pressure valve that is
part of this assembly must be precision  manufactured and hand assembled.  These
requirements make the overall Soda Shaker unit cost relatively high. The Company
believes that the market is not valuing the unit's quality, reusability and very
long life but rather is comparing it to mass  merchandised  carbonated drinks in
containers. The Company expects to sell this business segment in 1997.

Discontinued Operations

Dynamicorp Restructuring Corp. ("DRC")
--------------------------------------

         In September  1995, the Company formed a subsidiary  named DRC. DRC was
originally  formed to acquire  an  investment  in  Dynamicorp,  Inc.  ("DYNA") a
Texas-based public company. In November 1995, DRC acquired  approximately 43% of
DYNA in a private stock transaction
                                       4
<PAGE>
from the largest shareholder of DYNA in exchange for approximately 8.5% of DRC's
common stock.

         At that time DYNA was operating under Chapter 11 bankruptcy  protection
as the  debtor-in-possession.  The  Company,  via DRC,  was  originally  seeking
additional  stock  interest  in DYNA which would give it at least 51% control of
DYNA. In the event that DRC was to gain 51% control,  it had agreed to lend DYNA
funding to assist it in its  restructuring  under  Chapter 11. Any such  funding
arrangement to DYNA would,  however,  be subject to Bankruptcy Court approval as
post-petition funding.

         On February 29, 1996, the Bankruptcy Court appointed a trustee for DYNA
and DYNA was no longer a  debtor-in-possession.  Through  December 31, 1996, the
Company or DRC had advanced a total of $58,000 to DYNA which DYNA had originally
agreed to convert  into  additional  shares of common stock which would give DRC
the necessary control pursuant to the funding  agreement.  Although DRC assisted
DYNA in filing a Reorganization Plan, the Trustee had objected to this plan. Mr.
R.C. Cunningham,  II, president and chairman  ("Cunningham"),  lent the money to
the Company to fund DRC and due to the highly  uncertain nature of the value and
timing of realizing  on its  investment,  effective  on December  31, 1996,  the
Company  sold all its DRC  shares  and  related  DYNA  assets to  Cunningham  in
exchange for his debt.

On TV Incorporated ("ONTV")
---------------------------

         In its 1995  10-KSB,  the  Company  expressed  its  intent  to sell its
subsidiary,  ONTV.  During  1996,  it arranged for the sale of a majority of its
common stock to an  unrelated  third party for $10,000  plus the  assumption  of
certain liabilities. This buyer put down a deposit then failed to fully perform.
The  Company  ultimately  sold its ONTV  interest to  Vinculum  Incorporated,  a
Company  controlled  by  Bulldog  Investment  Company,  L.L.C.  ("Bulldog"),   a
shareholder in the Company.  The Company  received  substantially  the same sale
price as under the prior sale agreement and retained  approximately 4% of ONTV's
common stock.

General

         Seasonality. Due to its sale or planned sale of assets or entities, the
Company will not be subject to significant seasonality.

         Government  Regulation.  Due to its sale or  planned  sale of assets or
entities, the Company will not be subject to significant regulation.

         Warranties.  Due to the  planned  sale  of CO  Beverages'  assets,  the
Company will not be subject to  significant  warranty  exposure  related to this
business segment. The Company maintains product liability insurance coverage. In
some instances, SDPI provides a one-year labor warranty.

         Employees.  As of May  15,  1997,  Cunningham  was the  Company's  only
full-time employee.  The other officers of the Company do not spend full time on
the Company's or its subsidiaries'  businesses and are not compensated  directly
for their services.  When the need exists,  the Company and/or its  subsidiaries
will use temporary  employees or subcontractors to fill its orders, ship product
or perform administrative services.
                                       5
<PAGE>
                         ITEM 2. DESCRIPTION OF PROPERTY

         CO Park's industrial  business park property consists of five buildings
totaling  approximately  126,900 square feet on five acres of real estate.  This
property is located at the  Company's  address at the  intersection  of I-40 and
Agnew Street in Oklahoma City, Oklahoma. The Company and its subsidiaries occupy
approximately  9,000  square feet and the  remainder of the  industrial  park is
leased to 25  unrelated  lessees.  The lessees  generally  use the  property for
retail,  manufacturing  and light  industrial  operations.  CO Park's leases are
generally  for three years or less.  As of May 15,  1997,  excluding  the square
footage leased to the Company and its affiliates, the facility is 100% occupied.
This property is subject to first, second and third mortgages, each of which are
personally guaranteed by Cunningham.

         SDPI has no remaining real property, directly or indirectly,  after the
sale of the trust interest in April 1997.

         CO Beverages has no real property.


                            ITEM 3. LEGAL PROCEEDINGS

         There are no  pending  or  threatened  legal  proceedings  to which the
Company or any of its  subsidiaries is a party or of which any of their property
is the subject, except as follows:

         During  1996,  the Company was named as a defendant  in a lawsuit.  The
plaintiff alleges damages of approximately $100,000. The Company believes it has
no  liability  under  this  claim due to  various  defenses  which it intends to
vigorously assert.

         The Company's  Business Park operation  occasionally  has disputes with
tenants  regarding  its lease  agreements.  In the opinion of  management,  such
matters,  including  the  lawsuit  described  above,  will be  resolved  without
material effect on the Company's results of operations or financial condition.

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

         The Company  submitted matters to a vote of its security holders at its
1995 Annual meeting of Shareholders held on Wednesday, October 16, 1996. A total
of 5,501,596  votes were cast,  which represent 86% of the common shares held of
record on September 4, 1996. At this annual meeting,  the shareholders  voted in
favor of each of the matters  submitted to the  shareholders  for  ratification.
These matters were the election of three directors to serve for the ensuing year
and the  approval  of the  selection  of Arthur  Andersen  LLP as the  Company's
independent accountants. The matters were ratified by the following votes:
                                       6
<PAGE>
                                          Favor           Against        Abstain
Election of Directors:
R.C. Cunningham II                      5,501,594            0              2
David B. Talbot, Jr.                    5,501,595            0              1
Michael S. Williams                     5,501,595            0              1

Approve the selection of Arthur 
Andersen LLP as the Company's 
independent accountants                 5,501,546            0             50


         The  Company's  1996 Annual  Meeting of  Shareholders  is scheduled for
Wednesday, July 16, 1997. At such time the shareholders will elect the new board
of  directors  as well as vote on any other items that may be  properly  brought
before such a meeting. The Company is expected to ask the shareholders to ratify
the selection of Arthur Andersen LLP as the Company's auditors for 1997.


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

Market Information

         The Company's  common stock  commenced  trading in December 1995 on the
National  Association  of Securities  Dealers (the  "NASD's") OTC Bulletin Board
System under the symbol  "SOON".  Prior to this date,  the  Company's  shares of
common stock last traded in September  1991, at that time on the Vancouver Stock
Exchange under the symbol  "CJV.V".  The following table sets forth the range of
the high and low bid  price  for the  shares of the  Company's  common  stock as
reported by the NASD.

                                                         Low               High
                                                         ---               ----
Fiscal 1996:
   First quarter                                         .048              .375
   Second quarter                                        .187              .250
   Third quarter                                         .062              .187
   Fourth quarter                                        .062              .281

Fiscal 1997:
   First quarter                                         .031              .031

Shareholders

         As of May 15, 1997, the Company had 477  shareholders  of record.  This
does not include  the holders  whose  shares are held in a  depository  trust in
"street" name. As of May 15, 1997, at
                                       7
<PAGE>
least 509,752 shares (or 8%) of the issued and  outstanding  stock was held in a
depository trust in "street" name.

Dividend Information

         The  Company  has not paid or declared  any  dividends  upon its common
stock since its inception and, by reason of its present financial status and its
contemplated financial requirements, does not anticipate paying any dividends in
the foreseeable future.


                  ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
                              OR PLAN OF OPERATION

Background and Introduction

         Sooner Holdings, Inc., an Oklahoma corporation (hereinafter referred to
as the  "Company")  was  formed  in 1986 to  enter  the  in-home  soda  fountain
business.  Subsequently,  the Company  evolved into a  multi-subsidiary  holding
company in diverse businesses (see Item 1. "Description of Business" for further
discussion).  During  1996 and  early  1997 the  Company  narrowed  its focus to
Oklahoma real estate and construction  oriented operations by selling a majority
of its  interest in ONTV,  discontinuing  the  operations  of CO  Beverages  and
putting these assets up for sale,  and by selling its interest in the beneficial
trust held by SDPI.

Liquidity  and Capital  Resources - December  31, 1996  compared to December 31,
1995

         The  Company has had severe  liquidity  problems  for the last  several
years.  The  Company's  liquidity is  reflected in the table below,  which shows
comparative deficiencies in working capital at December 31:

                                                        1996            1995
                                                        ----            ----

Deficiency in working capital                        $(686,011)      $(819,258)
                                                    ============    ============

         Although the Company's  working capital remains  negative,  the Company
has been  able to meet its  obligations  as a result  of the  financial  support
received from certain of the Company's  related parties.  The Company's  current
working  capital,  which has been  provided  in the form of short and  long-term
debt,  has been  primarily  supplied  either by Mr.  R. C.  Cunningham  II,  the
Company's  Chairman  of the Board and  President  ("Cunningham"),  or by Bulldog
Investment  Company,  L.L.C.,  a Phoenix,  Arizona-based  merchant  banking  and
private  investment  company   ("Bulldog")  or  by  Bulldog's  other  affiliated
companies.

         During  1997,  the  Company  expects  to sell CO  Beverages  as a going
concern and therefore yield a return on the Company's  investment in tooling and
intellectual  property.  In  anticipation  of this sale,  the Company wrote down
Beverages'  inventory and assets to their estimated net realizable  values as of
December 31, 1996. During the period of the expected sale, CO 
                                       8
<PAGE>
Beverages has more than sufficient  inventory to allow it to maintain its modest
sales with a minimum of additional cash.

         The only  operational  cash  requirements  not expected to be funded by
revenues were the real estate taxes payable,  both current and those in arrears,
on SDPI's lots.  Since these lots were sold in April 1997,  the  potential  cash
flow drain was eliminated.  Exclusive of funds required for debt repayment,  the
Company  believes  that it can  borrow  any  additional  funds  from  Bulldog or
Cunningham to maintain its  operations,  although there can be no assurance that
such funds will be available  when needed.  In the event that the Company cannot
refinance,  or obtain forbearance on its current liabilities or on its long-term
liabilities as they come due, the Company will  undoubtedly  face further severe
liquidity  problems  which may lead to  litigation,  the  inability  to transact
business,  and/or foreclosure  actions being initiated against a majority of the
Company's assets.

         In October  1996,  the Company  borrowed  $100,537 from American Bank &
Trust of Edmond,  Oklahoma under a note bearing  interest at 8.75% per annum due
on June 1, 1997. Proceeds of the borrowing were used to pay accounts payable and
to cure the  default on the real  estate  taxes  payable on the  Business  Park.
Accordingly,  the Oklahoma Industrial Finance Authority ("OIFA") loan, which was
in default due to the delinquent  real estate taxes, is now no longer in default
and is recorded as notes  payable.  In addition,  the OIFA has waived  principal
payments on the note for one year.  Cunningham and Bulldog also formally  recast
their liabilities as long-term  liabilities  during the year, also improving the
Company's reported working capital position.

Results of  Operations - The year ended  December 31, 1996  compared to the year
ended December 31, 1995

         The following table illustrates the dramatic change in revenue mix. Due
to the  start-up  nature of SDPI's new  business  and the lack of a  diversified
customer base, the results in 1996 may not be indicative of future results.

                                            1996*               1995*
                                           Amount      %       Amount     %
                                           ------     ---      ------    ---

  CO Park revenue                     $      322,376   52   $   283,053   89
  SDPI revenue                               288,031   47        20,000    6
  CO Beverages revenue                         4,514   1         13,674    5
                                        -------------         ----------
             Total revenue            $      614,921        $   316,727
                                        =============         ==========

*Revenues of ONTV and DRC are excluded.

         As a result of increases in occupancy  related to rehabilitation of its
facilities, CO Park's revenues rose approximately 14%. However, a large majority
of the Company's  revenue increase was related to the Company's SDPI subsidiary.
Approximately $100,000 of SDPI's revenues were deferred until fiscal 1997 due to
the warranty service provided by SDPI for one year from
                                       9
<PAGE>
completion of the contract.  ONTV, which generated  $15,821 in revenues in 1995,
was presented as a discontinued  operation for 1995 and was essentially  dormant
during 1996.  Prior to its sale, DRC was accounted for as an investment,  but it
did have related expenses which are included in discontinued operations.

         Total  operating  expenses  for the year ended  December  31, 1996 were
$726,725  as  compared  to total  expenses  for the  comparable  1995  period of
$590,504.  During 1995 the Company had  redeemed all the lots held by SDPI which
came up for tax  foreclosure.  This compares to 1996 when the Company recorded a
$15,340  loss on its  interest  in  land  trust  due to the  loss of lots in tax
foreclosure  sales. In addition,  in 1996 the Company  recorded a $115,374 write
down of the CO Beverages  assets to their  estimated net realizable  value.  The
Company  also  recorded a one time  expense of $35,701 in cost of products  sold
related to establishing an allowance for its CO Beverages  inventory  related to
the  expected  sale.  Expenses  related to these items will not reoccur in 1997.
General  and  administrative  expenses  were stable  during the year  reflecting
ongoing costs of restructuring and seeking additional  revenues through internal
growth or acquisition.

         Gains and  losses  from  discontinued  operations  relate to the formal
divestiture of two of the Company's  expansion  related  subsidiaries  where the
expansion plan failed.

Going Concern and Management Plans

         The Company  has  suffered  recurring  losses  from  operations,  has a
shareholders' deficit of $137,671, and has negative working capital of $686,011.
These factors raise substantial doubt about the Company's ability to continue as
a going concern.

         In October 1995, SDPI entered into a new business  whereby SDPI acts as
a marketing  representative  for  construction  contractors to develop  business
opportunities  for  those  contractors  for a fee,  which may  include  warranty
services.  This new business line resulted in additional revenue of $288,031 for
the year ended December 31, 1996.

           The Company's CO Beverages  segment has experienced  declining levels
of sales and margins over the last several years. As a result, the Company wrote
down  property and equipment  held by CO Beverages  during 1996 to its estimated
net  realizable  value of $50,000.  The Company also wrote down its inventory to
its estimated net realizable  value of $5,455 during 1996.  Management is in the
process  of  developing  a  formal  plan  to sell CO  Beverages,  is  contacting
potential buyers and believes that a sale will occur during 1997.

         The Company  disposed  of its ONTV and DRC  subsidiaries  during  1996,
which had not  generated  positive cash flow since their  inception.  Management
believes  that the  disposal  of ONTV,  DRC and the  anticipated  disposal of CO
Beverages  will result in positive  cash flows from  operations  and allow it to
focus on improving  the  profitability  of the  operations  of CO Park and SDPI.
Although the Company's recent acquisition and expansion activities have met with
mixed success, the Company expects to continue seeking additional  acquisitions.
Management is also in the process of negotiating  extensions of notes payable to
banks which mature during 1997.  
                                       10
<PAGE>
Management  believes  that such  extensions  will provide  adequate cash flow to
implement the plans discussed above.

         Management  believes  that these  plans will  provide  the  Company the
opportunity to continue as a going concern,  However,  there can be no assurance
that these plans will be successful.

Capital Expenditures and Commitments

         During the year ended  December  31,  1996,  the Company  made  limited
capital  expenditures  related almost entirely to its Business Park  operations.
Other than very modest  computer and office  equipment  needed if it expands its
businesses,  the  Company  has  no  current  commitments  for  material  capital
expenditures  in the next 12 months.  However,  the  Company  believes  it needs
additional capital to develop and expand its businesses.  Although the amount of
such additional capital required is uncertain,  it is no doubt beyond that which
would be expected to be generated from its current  operations.  There can be no
assurance that the Company will be able to obtain any such additional capital on
satisfactory  terms if at all. In such case,  the  Company's  expansion  will be
limited and Cunningham's  and Bulldog's  interest in continuing to lend money to
the Company would likely cease.  This lack of support could lead to  foreclosure
or bankruptcy.

Factors That May Affect Future Results

         A number of  uncertainties  exist that may affect the Company's  future
operating results. These include the uncertain general economic conditions,  the
ongoing  support of  Bulldog  and  Cunningham,  the  ability  of the  Company to
refinance its short and long-term  liabilities on  satisfactory  terms,  and the
Company's  ability to acquire  sufficient  funding to sustain its operations and
develop new businesses. A majority of these issues directly or indirectly relate
to the Company's  ability to sell additional equity or debt at reasonable prices
or rates, if at all. The Company and all its subsidiaries  have had unsuccessful
operating  histories  and have been  consistently  unprofitable.  If this  trend
continues,  the  Company  or any  subsidiary  may  have  to  seek  formal  court
protection from creditors.

Forward-Looking Statements

         Certain  statements and information  contained in this Report under the
headings "Description of Business" and "Management's  Discussion and Analysis or
Plan of Operation" concerning future,  proposed,  and anticipated  activities of
the Company,  certain  trends with respect to the Company's  revenue,  operating
results,  capital  resources,  and  liquidity  or with respect to the markets in
which  the  Company  competes  and other  statements  contained  in this  Report
regarding matters that are not historical facts are forward-looking  statements,
as such term is defined in the Securities Act.  Forward-looking  statements,  by
their very nature, include risks and uncertainties, many of which are beyond the
Company's control.  Accordingly,  actual results may differ, perhaps materially,
from those expressed in or implied by such forward-looking statements.
                                       11
<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 Public Accountants                                    F-1

Consolidated Balance Sheet at December 31, 1996                             F-2

Consolidated Statements of Operations for the fiscal years ended 
   December 31, 1996 and December 31, 1995                                  F-3

Consolidated Statements of Shareholders' Deficit for the fiscal 
   years ended December 31, 1996 and December 31, 1995                      F-4

Consolidated Statements of Cash Flows for the fiscal years ended 
   December 31, 1996 and December 31, 1995                                  F-5

Notes to Consolidated Financial Statements                                  F-6


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

         None.


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

         Information  respecting  the  continuing  directors and nominees of the
Company is set forth under the caption  "Information  Concerning  Directors  and
Nominees"  and the  disclosure  of  delinquent  filers  pursuant  to Item 405 of
Regulation  S-K is set forth under the caption  "Compliance  with Section  16(a)
under the Exchange Act," in the Company's Proxy  Statement  relating to its 1996
Annual Meeting of  Stockholders  incorporated by reference into this Form 10-KSB
report,  which will be filed with the  Securities  and  Exchange  Commission  in
accordance with Rule 14a-6(c)  promulgated under the Securities  Exchange Act of
1934 (the "1934 Act"). With the exception of the foregoing information and other
information specifically incorporated by reference into this Form 10-KSB report,
the Company's 1996 Proxy Statement is not being filed as a part hereof.
                                       12
<PAGE>
                         ITEM 10. EXECUTIVE COMPENSATION

         The  information  required by this Item is incorporated by reference to
the section entitled "Executive Compensation" in the 1996 Proxy Statement, which
information is incorporated herein by reference.


                     ITEM 11. SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

         The  information  required by this Item is incorporated by reference to
the section entitled "Principal Shareholders" in the 1996 Proxy Statement, which
information is incorporated herein by reference.


             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The  information  required by this Item is incorporated by reference to
the section entitled "Certain  Transactions" in the 1996 Proxy Statement,  which
information is incorporated herein by reference.


                                     PART IV
                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

                                                                            Page
                                                                            ----
Reference is made to the Exhibit Index contained in this Annual 
   Report on Form 10-KSB.                                                    15

         A copy of any of the  exhibits  listed  or  referred  to above  will be
furnished  at a  reasonable  cost to any  person  who was a  shareholder  of the
Company on May 15, 1997,  upon receipt from any such person of a written request
for any such  exhibit.  Such  request  should  be sent to the  Company  with the
attention directed to the Corporate Secretary.

Reports of Form 8-K

         The  Company  has filed no current  Reports on Form 8-K during the year
ended December 31, 1996 and subsequently through the date of this report.
                                       13
<PAGE>
                                   SIGNATURES
                                   ----------

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Date:  May 15, 1997

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

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


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

<TABLE>
<CAPTION>
Signature                                 Title                                     Date
---------                                 -----                                     ----


<S>                                       <C>                                       <C>
                                          Chairman of the Board, Chief Executive
/s/ R. C. Cunningham II                     Officer and President                   5/15/97
-----------------------------------------                                           ----------------
R. C. Cunningham II


/s/ David B. Talbot, Jr.                  Secretary and Director                    5/15/97
-----------------------------------------                                           ----------------
David B. Talbot, Jr.


/s/ Michael S. Williams                   Director                                  5/15/97
-----------------------------------------                                           ----------------
Michael S. Williams


/s/ Lanny R. Lang                         Treasurer (Principal Accounting           5/15/97
-----------------------------------------   Officer)                                ----------------
Lanny R. Lang                               
</TABLE>
                                       14
<PAGE>
                                   FORM 10-KSB

                   For the fiscal year ended December 31, 1996

Exhibit Index
-------------

<TABLE>
<CAPTION>
                                                                                        Page no.
  Item No.             Description                                                     (footnote)
  --------             -----------                                                     ----------

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

  10.1 thru 10.11      Material contracts                                                 (1)

  16.1                 Letter re: change in certifying accountant                         (1)

  19.1 thru 19.6       Other agreements                                                   (1)

  22.1                 Subsidiaries of the registrant                                      EX-1
</TABLE>


Footnote:
---------

(1)  Incorporated  by reference to the Company's  Form 10-KSB for the year ended
     December 31, 1995 (file no. 0-18344).
                                       15
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Sooner Holdings, Inc.:


We have audited the accompanying  consolidated balance sheet of SOONER HOLDINGS,
INC. AND  SUBSIDIARIES  (the  Company) as of December 31, 1996,  and the related
consolidated statements of operations,  shareholders' deficit and cash flows for
each of the two years in the period then  ended.  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  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the financial  position of Sooner Holdings,
Inc.  and  subsidiaries,  as of  December  31,  1996,  and  the  results  of its
operations  and its cash  flows  for each of the two  years in the  period  then
ended, in conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from  operations,  has a  shareholders'  deficit of $137,671,  and has a working
capital deficiency of $686,011.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to these matters are described in Note 1. 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.

                                               ARTHUR ANDERSEN LLP

Phoenix, Arizona,
   April 9, 1997.
                                      F-1
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 1996

<TABLE>
<S>                                                                         <C>         
                                     ASSETS

CURRENT ASSETS:
   Cash                                                                     $      2,649
   Accounts receivable                                                             2,736
   Inventories                                                                     5,455
   Prepaid expenses and deposits                                                     580
                                                                            ------------

                  Total current assets                                            11,420

LAND HELD BY TRUST                                                               495,790

PROPERTY AND EQUIPMENT, net                                                    2,330,770

OTHER ASSETS, net                                                                 30,940
                                                                            ------------

                                                                            $  2,868,920
                                                                            ============

                     LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable                                                         $     21,607
   Real estate taxes payable                                                     164,189
   Accrued liabilities to related parties                                         21,256
   Accrued liabilities                                                            28,137
   Current portion of notes payable                                              362,412
   Deferred revenue                                                               99,830
                                                                            ------------
                  Total current liabilities                                      697,431
                                                                            ------------

NOTES PAYABLE, less current portion                                            1,970,660

ROAD TRUST IMPROVEMENTS PAYABLE                                                  338,500

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
   Common stock, $.001 par value, 100,000,000 shares authorized,
     6,412,528  shares issued and outstanding                                      6,413
   Common stock to be issued; 1,058,822 shares                                    42,353
   Additional paid-in capital                                                  5,456,612
   Accumulated deficit                                                        (5,643,049)
                                                                            ------------
                  Total shareholders' deficit                                   (137,671)
                                                                            ------------
                                                                            $  2,868,920
                                                                            ============
</TABLE>
 The accompanying notes are an integral part of this consolidated balance sheet.
                                      F-2
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES


                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
                                                            1996            1995
                                                        ------------    ------------
<S>                                                     <C>             <C>         
REVENUES (Note 11):
   Rental revenue                                       $    322,376    $    283,053
   Service revenue                                           288,031          20,000
   Product revenue                                             4,514          13,674
                                                        ------------    ------------

                                                             614,921         316,727

OPERATING EXPENSES:
   Cost of products sold                                      41,156          12,234
   General and administrative                                231,392         241,234
   Depreciation and amortization                              83,083          70,876
   Interest expense                                          240,380         245,980
   Loss on repossession of land                               15,340              -
   Loss on writedown of assets                               115,374          20,180
                                                        ------------    ------------

                                                             726,725         590,504

LOSS FROM CONTINUING OPERATIONS                             (111,804)       (273,777)
                                                        ------------    ------------

DISCONTINUED OPERATIONS:
   Loss from operations of discontinued segments             (49,260)        (61,262)
   Gain on disposal of segments                               73,946              -
                                                        ------------    -----------

GAIN (LOSS) FROM DISCONTINUED OPERATIONS                      24,686         (61,262)
                                                        ------------    ------------

NET LOSS                                                $    (87,118)   $   (335,039)
                                                        ============    ============

NET LOSS PER COMMON SHARE:
   Loss from continuing operations                      $      (.01)    $      (.05)
   Gain (loss) from discontinued operations                       -            (.01)
                                                        ------------    ------------

NET LOSS PER COMMON SHARE                               $      (.01)    $      (.06)
                                                        ===========     ============

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING                                             6,412,528       5,277,886
                                                        ============    ============
</TABLE>
        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                      F-3
<PAGE>
                              SOONER HOLDINGS, INC.



                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995

<TABLE>
<CAPTION>
                                                Common Stock          Additional        Common
                                           --------------------         Paid-in        Stock to       Accumulated    Shareholders'
                                           Shares        Amount         Capital       be Issued         Deficit         Deficit
                                           ------        ------         -------       ---------         -------         -------

<S>                                     <C>            <C>            <C>            <C>             <C>                 <C>    
BALANCE, December 31, 1994                4,999,153    $     4,999    $ 5,104,194    $   353,832     $(5,220,892)        242,133
   Net loss                                    --             --             --             --          (335,039)       (335,039)
   Issuance of common stock               1,413,375          1,414        352,418       (353,832)           --              --
                                        -----------    -----------    -----------    -----------     -----------     -----------

BALANCE, December 31, 1995                6,412,528          6,413      5,456,612           --        (5,555,931)        (92,906)
   Net loss                                    --             --             --             --           (87,118)        (87,118)
   Exchange of notes payables
     for common stock (Note 7)                 --             --             --           42,353            --            42,353
                                        -----------    -----------    -----------    -----------     -----------     -----------

BALANCE, December 31, 1996                6,412,528    $     6,413    $ 5,456,612    $    42,353     $(5,643,049)    $  (137,671)
                                        ===========    ===========    ===========    ===========     ===========     ===========
</TABLE>
        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                      F-4
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

                            STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
                                                                                           1996          1995
                                                                                        ----------   -----------
<S>                                                                                     <C>          <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                             $  (87,118)  $  (335,039)
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities-
       Depreciation                                                                         83,082        70,877
       Amortization of intangible assets                                                     1,500        10,535
       Loss on repossession of land                                                         15,340            -
       Writedown of assets                                                                 115,374            -
     Changes in assets and liabilities-
       Increase in accounts receivable                                                        (287)         (357)
       Decrease in inventories                                                              39,182        48,552
       Decrease (increase) in prepaid expenses and deposits and other                        2,071          (706)
       Increase (decrease) in bank overdraft                                                (5,500)        5,500
       Decrease in accounts payable                                                           (409)      (22,673)
       Increase (decrease) in real estate taxes payable                                    (21,452)       52,229
       Increase in accrued liabilities to related parties                                   74,318       129,884
       Increase in accrued liabilities                                                       5,009        12,706
       Increase in deferred revenues                                                        99,830            -
                                                                                        ----------   -----------
                  Net cash provided by (used in) operating activities                      320,940       (28,492)
                                                                                        ----------   -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                      (62,860)           -
   Advances to Dynamicorp                                                                  (30,000)      (28,000)
                                                                                        ----------   -----------
                  Net cash used in investing activities                                    (92,860)      (28,000)
                                                                                        ----------   -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayments of notes payable                                                            (322,211)     (385,217)
   Borrowings on notes payable                                                              93,290       443,470
                                                                                        ----------   -----------
                  Net cash provided by (used in) financing activities                     (228,921)       58,253
                                                                                        ----------   -----------
NET INCREASE (DECREASE) IN CASH                                                               (841)        1,761
CASH, beginning of year                                                                      3,490         1,729
                                                                                        ----------   -----------
CASH, end of year                                                                       $    2,649   $     3,490
                                                                                        ==========   ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for interest                                                               $  195,006   $   204,058
                                                                                        ==========   ===========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
   AND FINANCING ACTIVITIES:
     Conversion of accounts payable to notes payable                                    $   14,000   $      -
                                                                                        ==========   ==========
     Conversion of accrued liabilities to notes payable                                 $  340,096   $      -
                                                                                        ==========   ==========
     Sale of interest in DRC for reduction in notes payable                             $   58,000   $      -
                                                                                        ==========   ==========
</TABLE>
        The accompanying notes are an integral part of these consolidated
                             financial statements.
                                      F-5
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1996



(1)  ORGANIZATION AND OPERATIONS:

Sooner Holdings, Inc. (Sooner or the Company; an Oklahoma Corporation),  through
its subsidiaries,  conducts business in several  industries.  Charlie O Business
Park  Incorporated  (Business  Park) is engaged in the ownership and rental of a
business park in Oklahoma City,  Oklahoma.  SD Properties,  Inc. (SDPI) holds an
interest in a trust that owns land for resale in Coconino  County,  Arizona.  In
October  1995,  SDPI  entered  into a new  business  line  whereby  it acts as a
marketing  representative  for  construction  contractors  to  develop  business
opportunities  for  those  contractors  for a fee,  which may  include  warranty
coverage for mechanical  contracting  services performed on apartment buildings.
Charlie O  Beverages,  Inc.  (Beverage)  is  engaged in the  distribution  of an
in-home soda fountain  appliance and supplies for the  preparation of carbonated
beverages.  During 1996, the Company sold both  Dynamicorp  Restructuring  Corp.
(DRC) which had acquired an ownership interest in Dynamicorp, Inc. during fiscal
1995 and On TV  Incorporated  (On TV),  which was  engaged  in the  business  of
marketing consumer products (see Note 13).

The accompanying  consolidated  financial statements have been prepared assuming
that the Company  will  continue as a going  concern.  The Company has  suffered
recurring losses from operations,  has a shareholders' deficit of $137,671,  and
has a working  capital  deficiency  of $686,011 as of December 31,  1996.  These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going  concern.  Management's  plans with regard to these  matters are described
below.  The  consolidated  financial  statements do not include any  adjustments
relating to the  recoverability  and classification of asset carrying amounts or
the amount and  classification  of  liabilities  that  might  result  should the
Company be unable to continue as a going concern.

         Management Plans

In October 1995, SDPI entered into a new business whereby it acts as a marketing
representative  for construction  contractors to develop business  opportunities
for those  contractors for a fee, which may include extended  warranty  coverage
for mechanical  contracting services performed on apartment buildings.  This new
business  line  resulted in  additional  revenue of $288,031  for the year ended
December 31, 1996.

As discussed in Note 13, the Company  disposed of its On TV and DRC subsidiaries
during 1996, which had not generated positive cash flow since their inception.
                                      F-6
<PAGE>
The Company's  Beverage  segment has experienced  declining  levels of sales and
margins  over the last  several  years.  As a result,  the  Company  wrote  down
property  and  equipment  held by  Beverage  during  1996 to its  estimated  net
realizable  value of  $50,000  (see Note 2).  The  Company  also  wrote down its
inventory  to  its  estimated  net  realizable  value  of  $5,455  during  1996.
Management  is in the process of developing a formal plan to sell  Beverage,  is
contacting potential buyers and believes that a sale will occur during 1997.

Management believes that the disposal of On TV, DRC and the anticipated disposal
of Beverage will result in positive cash flows from  operations  and allow it to
focus on improving  the  profitability  of the  operations  of Business Park and
SDPI. Management is also in the process of negotiating renewals or extensions of
notes payable to banks which mature during 1997.  Management  believes that such
renewals or  extensions  will provide  adequate cash flow to implement the plans
discussed above.

Management believes that these plans will provide the Company the opportunity to
continue as a going concern. However, there can be no assurance that these plans
will be successful.

(2)   SIGNIFICANT ACCOUNTING POLICIES:

         Principles of Consolidation

The  accompanying  consolidated  financial  statements  include the  accounts of
Sooner  Holdings,  Inc. and all majority  owned  subsidiaries.  All  significant
intercompany  transactions  have been  eliminated.  At December  31,  1996,  all
subsidiaries of the Company are wholly owned. Accordingly,  no minority interest
is presented in the accompanying balance sheet. For the years ended December 31,
1996 and 1995,  the Company's  majority owned  subsidiaries,  On TV and DRC, had
stockholders'  deficits.  Accordingly,  no minority interest was recorded due to
the uncertainty of the recoverability of the resulting balance.

         Revenue Recognition

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

In instances where the Company provides warranty  services,  the Company records
revenue on these contracts under the full deferral method,  whereby all revenues
are deferred and  recognized on a  straight-line  basis over the contract  term.
Costs associated with  performance  under these contracts are charged to expense
as incurred.

         Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and all highly liquid investments
with a maturity of three months or less when purchased.
                                      F-7
<PAGE>
         Inventories

The Company  records its  inventory at the lower of cost  (first-in,  first-out)
method or market. Reserves are established against Company owned inventories for
excess,  slow-moving  and obsolete  items and for items where the net realizable
value is less than cost.

         Property and Equipment

Property and equipment is stated at cost.  Depreciation  is being provided using
the  straight-line  method  over the  estimated  useful  lives of 5 to 40 years.
Maintenance,  repairs and renewals,  which do not materially add to the value of
an asset or appreciably prolong its life, are charged to expense as incurred.

         Other Assets

Other assets  consist of  unamortized  loan  commitment  fees as of December 31,
1996,  which are amortized using the  straight-line  method over the life of the
loan.

         Net Loss Per Common Share

Net loss per common  share is based upon the weighted  average  number of shares
outstanding  during the  respective  periods.  Common stock  equivalents,  which
consist of common stock to be issued, are not included in the net loss per share
calculation as their inclusion is anti-dilutive.

         Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  and  disclosures  of  contingent  items in these
financial statements. Actual results could differ from those estimates.

         Recently Issued Accounting Standards

Statement of Financial  Accounting  Standards (SFAS) No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, was
adopted by the Company in fiscal 1996.  The adoption of SFAS No. 121 resulted in
the write-down of approximately  $115,000 of Beverage's equipment.  The loss was
determined by estimating the liquidation value of Beverage's  equipment based on
quotes from used equipment appraisers.

(3)   INTEREST IN LAND TRUST:

SDPI is the sole beneficiary of a trust which owns land held for resale (Trust).
As of December 31, 1996, this land consisted of 358 residential  lots located in
Coconino County,  Arizona  adjacent to the Kaibab National Forest.  The Trust is
administered by an independent  trustee. The basis of the land held by the Trust
has  been  reduced  to  approximately  $496,000,  which  is  the  estimated  net
realizable value of the land pursuant to an independent appraisal.  The lots are
subject to nonrecourse liabilities for road improvements totaling $338,500 which
are payable as the
                                      F-8
<PAGE>
lots are sold. The lots are also subject to property tax liabilities, almost all
of which are delinquent.  These  liabilities are also only recourse to the lots.
The table below reflects the details of the Company's net interest in the Trust:

         Land held by trust                                    $   495,790
         Road trust improvements payable                          (338,500)
         Real estate taxes payable                                (157,290)
                                                               -----------

                  Net interest in land trust                   $        -
                                                               ===========

The Company  recorded a loss of $15,340 during the year ended December 31, 1996,
representing the cost basis of lots that were repossessed by Coconino County and
transferred to third parties who paid back taxes on the related lots. During the
year ended  December  31, 1995,  no lots were  repossessed.  In April 1997,  the
Company sold its interest in the land trust (see Note 14).

(4)   PROPERTY AND EQUIPMENT:

Property and equipment at December 31, 1996, is comprised of the following:

                                                    Useful Life
                                                    -----------

           Land                                          -          $ 1,191,400
           Buildings and improvements                  5-40           1,465,322
           Machinery                                   5-12             103,366
                                                                    -----------
                                                                      2,760,088
           Less: accumulated depreciation                              (429,318)
                                                                    ----------- 

                                                                    $ 2,330,770
                                                                    ===========

(5)   FAIR VALUE OF FINANCIAL INSTRUMENTS:

The Company  estimates  the fair value of its  monetary  assets and  liabilities
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.  The  Company  believes  that the  carrying  value of all of its
monetary assets and liabilities approximates fair value as of December 31, 1996.

(6)   NOTES PAYABLE:

  Notes payable as of December 31, 1996, consists of the following:

    Note payable to bank, payments of interest only due monthly,
    interest at prime (8.75% at December 31, 1996) plus .5%,
    guaranteed by a  shareholder, officer and director, due
    June 1, 1997.  Unsecured.                                        $   98,800

    Note payable to bank, payments of interest only due quarterly,
    interest at prime plus .5%, guaranteed by a shareholder, officer
    and director, due June 1, 1997.  Unsecured.                          83,290

<PAGE>
    Note payable to bank, payable in monthly installments of $500,
    interest at prime plus 1% per annum, due June 24, 1997.  Secured
    by inventory.                                                        16,868

    Note payable to individual, no stated interest rate, due on
    demand. Secured by real estate.                                     135,000

    Installment note payable to bank, interest at prime plus 3%, 
    due June 20, 1998, guaranteed by a shareholder, officer and
    director. Secured by real estate.                                   939,590

    Installment note payable to bank, interest at prime plus 3%, 
    per annum, due June 20, 1998, guaranteed by a shareholder,
    officer and director. Secured by real estate.                       186,992

    Oklahoma Industrial Finance Authority loan, variable interest 
    and payments due monthly, maturing August 1, 2004, with 
    interest at 3% over the Oklahoma Industrial Finance Authority's 
    cost of capital, not to fall below 10% or exceed 14% (cost of 
    capital was 10% on December 31, 1996),  guaranteed by a
    shareholder, officer and director. Secured by real estate and
    equipment.                                                          432,839

    Notes payable to related parties, interest ranging from 10%
    to 15% per annum, due January 1, 1998.                              439,693
                                                                     ----------
                                                                      2,033,072
    Less:  Current portion                                             (362,412)
                                                                     ---------- 

                                                                     $1,970,660
                                                                     ==========

(7)   SHAREHOLDERS' DEFICIT:

         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.  The "fair market value" will not be less than
the average of the closing bid and asked price of the common stock,  as reported
by  NASDAQ  on  the  date  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.  No  options  have  been  granted  under the 1995 Plan as of
December 31, 1996.
                                      F-10
<PAGE>
         Common Stock to be Issued

During the year,  Phoenix  Financial  Reporting  Group,  Inc.  (PFRG), a related
party,  and the Company's  chairman and president  agreed to accept  358,822 and
700,000 shares of the Company's common stock, respectively, as consideration for
payment in full of a $14,000 note  payable  plus accrued  interest and a $28,000
note payable, respectively. The number of shares was based on the estimated fair
value of the  stock of $.04 per  share on  December  31,  1996,  the date of the
agreements.  Accordingly,  the Company recorded this transaction as common stock
to be issued in the accompanying consolidated financial statements.

(8)   INCOME TAXES:

The Company  accounts  for income  taxes under the  provisions  of SFAS No. 109,
Accounting  for  Income  Taxes.  SFAS No. 109  requires  the use of an asset and
liability  approach in  accounting  for income  taxes.  Deferred  tax assets and
liabilities  are  recorded  based  on  the  differences  between  the  financial
statement  and tax bases of assets and  liabilities  and the tax rates in effect
when these  differences  are  expected to  reverse.  SFAS No. 109  requires  the
reduction  of deferred  tax assets by a valuation  allowance,  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.

The Company has various timing  differences  resulting from the establishment of
reserves for financial  statement purposes and other  transactions.  The Company
has a net  deferred  tax  asset  resulting  primarily  from net  operating  loss
carryforwards.  The net deferred tax asset has been reduced in its entirety by a
valuation  allowance.  No provision  for income  taxes has been  reported in the
accompanying  consolidated  statement of  operations  as any current  income tax
liability would be offset by net operating loss carryforwards.

(9)   RELATED PARTY TRANSACTIONS:

         Bulldog Investment Company, L.L.C.

The Company has an Advisory  Agreement  with Bulldog  Investment  Company L.L.C.
(Bulldog),  wherein  Bulldog acts as the Company's  financial  advisor.  Bulldog
receives an annual fee equal to 5% of the Company's gross  revenues,  as defined
in the  Advisory  Agreement.  Fees of $30,704  and  $17,226  have been  recorded
pursuant  to this  agreement  for the years  ended  December  31, 1996 and 1995,
respectively. Bulldog owns approximately 4% of the Company's common stock.

The Company  recorded  expenses of $727 and $47,542 for the years ended December
31, 1996 and 1995,  respectively,  related to assets  leased  from and  services
provided by Wheel of Bargains,  Inc.  (WOBI) and PFRG,  which are  affiliates of
Bulldog.

         Talbot Investment Co.

Talbot Investment Co. ("Talbot"), is an Oklahoma City, Oklahoma-based commercial
real estate  brokerage  firm. Mr. David Talbot,  secretary and a director of the
Company and  Business  Park,  is also the  principal  agent for  Talbot.  Talbot
handles all the property  management  services  for  Business  Park and receives
normal and customary commissions and fees for providing these 
                                      F-11
<PAGE>
services. Expenses of $36,362 and $22,597 related to services provided by Talbot
have been  recorded as general and  administrative  expenses for the years ended
December 31, 1996 and 1995, respectively.

         Employment Contract

The Company has an  Incentive  Compensation  Agreement  with its  president  and
chairman.  Under the agreement,  he receives no base compensation,  however,  he
earns a cash fee of five percent (5%) of the Company's gross  revenues,  payable
on a quarterly basis. Pursuant to this agreement,  $30,704 and $17,226 have been
recorded as a general and  administrative  expense for the years ended  December
31, 1996 and 1995, respectively.

         Related Party Obligations

The following  table  reflects  amounts owed to related  parties at December 31,
1996:

                                               Notes      Accounts     Accrued
                                              Payable     Payable    Liabilities
                                             ---------   ---------   -----------

         President and Chairman              $ 129,005   $      -    $    9,022
         Bulldog and affiliate                 272,781       1,289       11,284
         WOBI                                   37,907          -            -
         Talbot                                     -           51          950
                                             ---------   ---------   ----------

         Total related party liabilities     $ 439,693   $   1,340   $   21,256
                                             =========   =========   ==========

In addition,  the president and chairman has personally guaranteed $1,741,511 of
the Company's notes payable.

(10)  COMMITMENTS AND CONTINGENCIES:

During 1996,  the Company was named as a defendant in a lawsuit.  The  plaintiff
alleges  damages of  approximately  $100,000.  The  Company  believes  it has no
liability  under  this  claim  due to  various  defenses  which  it  intends  to
vigorously assert.

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

(11)  SEGMENT DATA:

The Company's  business  operations  are conducted in three major segments which
are described in Note 1.
                                      F-12
<PAGE>
Financial information by reportable business segment is as follows:

                                                       1996            1995
                                                   ------------    ------------
         Business Park:
           Revenues                                $    322,376    $    283,053
                                                   ============    ============

           Net income (loss)                       $    (17,011)   $     38,114
                                                   =============   ============

           Identifiable assets                     $  2,280,770    $  2,296,735
                                                   ============    ============

         Beverage:
           Revenues                                $      4,514    $     13,674
                                                   ============    ============

           Net loss                                $   (208,605)   $   (173,439)
                                                   ============    ============

           Identifiable assets                     $     50,000    $    351,063
                                                   ============    ============

         SDPI:
           Revenues                                $    288,031    $     20,000
                                                   ============    ============

           Net income (loss)                       $    247,233    $    (21,077)
                                                   ============    ============

           Identifiable assets                     $    495,790    $    522,630
                                                   ============    ============

(12)  SIGNIFICANT CUSTOMERS:

Business  Park  generates  revenue  from  tenants,  all of which occupy the same
industrial complex in Oklahoma City,  Oklahoma.  At December 31, 1996 there were
approximately 25 tenants.  Rental revenue recorded from one customer in Business
Park represented 12% and 22% of the Company's total revenues for the years ended
December 31, 1996 and 1995, respectively.

SDPI generates revenue from the provision of extended  warranties,  primarily to
owners of apartment  buildings in Oklahoma.  Service  revenue  recorded from one
customer  represented  44% and 6% of the Company's  total revenues for the years
ended December 31, 1996 and 1995, respectively.

(13)  DISCONTINUED OPERATIONS:

         On TV Segment

On December 31, 1996 the Company  sold a majority of its common stock  ownership
interest in On TV to Vinculum  Incorporated,  an affiliate of Bulldog.  The sale
price  was  $64,439,  paid for by a  reduction  of  $5,000  of debt due from the
Company to Vinculum,  plus the assumption of net liabilities totaling $59,439 on
the  books  of On TV.  The  gain on the sale of the On TV  segment  of  $74,439,
including the $10,000 cash payment forfeited by an earlier prospective buyer, is
recorded   separately  as  a  component  of   discontinued   operations  in  the
consolidated financial statements. The loss on the operations of On TV of $9,579
and $61,262 for the years ended  December 31, 1996 and 1995,  respectively,  are
presented   separately  as  a  component  of  discontinued   operations  in  the
accompanying consolidated statements of operations.
                                      F-13
<PAGE>
         DRC Segment

In December  1996,  the Company  sold its interest in DRC to its  president  and
chairman  for $58,000,  which was paid for by a reduction  in notes  payable due
him.  The  sale  resulted  in a loss on  disposal  of  $493  which  is  recorded
separately  as a  component  of  discontinued  operations  in  the  consolidated
statements of operations.  Prior to the sale, DRC recorded a loss of $39,681 for
the year ended December 31, 1996,  which is presented  separately as a component
of  discontinued  operations  in the  accompanying  consolidated  statements  of
operations.

(14)  SUBSEQUENT EVENT:

In April 1997,  SDPI  consummated a Lot Sale  Agreement and sold its interest in
the land trust to Aztore Holdings, Inc., an affiliate of Bulldog, for $1 and the
assumption of all liabilities related to the land. The Company shall receive 10%
of net cash flow, as defined, from any sales of the lots.
                                      F-14