CERTIFICATION PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, R.C. Cunningham III, certify that:

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

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

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

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

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

               b. Designed such internal  control over financial  reporting,  or
caused such internal  control over financial  reporting to be designed under our
supervision,  to provide  reasonable  assurance  regarding  the  reliability  of
financial  reporting and the  preparation  of financial  statements for external
purposes in accordance with generally accepted accounting principles;

               c. Evaluated the  effectiveness  of the  registrant's  disclosure
controls and procedures and presented in this report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

               d.  Disclosed  in this  report  any  change  in the  registrant's
internal control over financial  reporting that occurred during the registrant's
most recent fiscal quarter (the  registrant's  fourth fiscal quarter in the case
of an quarterly report) that has materially affected, or is reasonably likely to
materially affect, the registrant's  internal control over financial  reporting;
and

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

               a. All significant  deficiencies  and material  weaknesses in the
design or  operation  of internal  control over  financial  reporting  which are
reasonably  likely to  adversely  affect  the  registrant's  ability  to record,
process, summarize and report financial information; and

               b. Any fraud,  whether or not material,  that involves management
or other  employees who have a  significant  role in the  registrant's  internal
control over financial reporting.

Date:  September 25, 2007

                                                       /s/ R.C. Cunningham III
                                                       -----------------------
                                                       R.C. Cunningham III Chief
                                                       Financial Officer


                                                                    Exhibit 31.1
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