UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-KSB

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

         For the fiscal year ended December 31, 1997

                           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
     incorporation or organization)                          Identification No.)

  2680 W. Interstate 40, Oklahoma City, OK                              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 l0-KSB. [ ]

         Revenues for the year ending December 31, 1997 were $432,449.

         The aggregate  market value of the voting stock held by  non-affiliates
of the Company on April 30,  1998 was  approximately  $590,000.  As of April 30,
1998, the Company had 7,471,350 shares of common stock issued and outstanding.

         Transitional Small Business Issuer Disclosure Format    Yes     No X
                                                                    ---    ---

      This document consists of 31 pages. The exhibit index is on page 28.
<PAGE>
                              SOONER HOLDINGS, INC.
                                   FORM 10-KSB

                   For the fiscal year ended December 31, 1997

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

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

Item 1.     Description of Business                                          3

Item 2.     Description of Property                                          4

Item 3.     Legal Proceedings                                                4

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

Part II
-------

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

Item 6.     Management's Discussion and Analysis or Plan of Operation        5

Item 7.     Financial Statements                                             8

Item 8.     Changes in and Disagreements with Accountants on Accounting 
             and Financial Disclosures                                      22

Part III
--------

Item 9.     Directors, Executive Officers, Promoters and Control 
            Persons; Compliance with Section 16(a) of the Exchange Act      22

Item 10.    Executive Compensation                                          24


Item 11.    Security Ownership of Certain Beneficial Owners and Management  26

Item 12.    Certain Relationships and Related Transactions                  27

Part IV

Item 13.    Exhibits and Reports on Form 8-K                                28

            Signatures                                                      29
                                       2
<PAGE>
                                     PART I
                         ITEM 1. DESCRIPTION OF BUSINESS

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   primarily   through  one  of  its
subsidiaries,  Charlie O Business Park Incorporated  ("Business Park"). Business
Park operates a multi-unit  rental property for business and industrial  tenants
located in Oklahoma City, Oklahoma. Business Park became an operating subsidiary
upon its formation in March 1991 and is 100% owned by the Company.

         The  Company  also  owns 100% of SD  Properties,  Inc.  ("SDPI").  SDPI
operated as a marketing  representative  for  construction  contractors  and had
revenues  during  fiscal  1996 and early  1997  attributable  to this  business.
Although SDPI continues to evaluate  opportunities,  additional revenues related
to this business are unlikely. Until April 1997, SDPI also held an interest in a
beneficial trust that owned real estate lots in an Arizona  subdivision.  SDPI's
net  book  value  in  the  beneficial  trust  was  negative  due  to  offsetting
liabilities  related to the trust and the underlying  lots. In April 1997,  SDPI
sold the interest in the  beneficial  trust to a related party for $1.00 and the
assumption of all liabilities plus an agreement to share future profits, if any,
with the Company.

         The Company also owns 100% of Charlie O Beverages,  Inc. ("Beverages"),
which operates the original in-home soda fountain business. The Company has been
trying to sell  Beverages  as a going  concern or  liquidate  the assets of this
business,  although at this time the  Company  has no formal  plan of  disposal.
Therefore,  the  remaining  assets of  Beverages  consisting  of  inventory  and
equipment  have been  written  down to their  estimated  realizable  value.  The
Company  hopes to sells  Beverages  as a going  concern and  therefore,  realize
additional value for the extensive tooling and other assets related to Beverages
business. These latter assets were written off in their entirety during 1996.

         During fiscal 1997 the Company formed a new subsidiary,  New Directions
Acquisition Corp ("NDAC"),  and has a letter of intent to acquire certain assets
of a community correction business in Oklahoma City.

Business Description

         Business Park operates as a real estate lessor and property manager and
currently leases to 21 non-related  lessees.  Business Park's property  includes
five separate buildings,  covering approximately 126,900 square feet, located at
the  intersection  of I-40 and Agnew  Street in  Oklahoma  City,  Oklahoma.  The
Company and its  Beverages  subsidiary  currently  operate out of  approximately
9,000 square feet in this  business  park.  Business  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 88% during both
1997 and 1996.

General

         Seasonality.   None  of  the  Company's  subsidiaries  are  subject  to
significant seasonality in its businesses.
                                       3
<PAGE>
         Government  Regulation.  None of the Company's subsidiaries are subject
to significant regulation in its businesses.

         Warranties.   None  of  the  Company's   subsidiaries  are  subject  to
significant  warranty exposure in its businesses.  The Company maintains product
liability insurance coverage with respect to its Beverages business.

         Employees.  As of  April  30,  1998,  the  Company  had  one  full-time
employee,   Mr.  R.C.  Cunningham  II,  the  Company's  president  and  chairman
("Cunningham").  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 use
temporary  employees  or  subcontractors  to fill its  orders,  ship  product or
perform administrative services.


                         ITEM 2. DESCRIPTION OF PROPERTY

         Business  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
Interstate 40 and Agnew Street in Oklahoma City,  Oklahoma.  The Company and its
subsidiaries  occupy  approximately  9,000 square feet and the  remainder of the
business park is leased to 21 unrelated  lessees.  The lessees generally use the
property for retail,  manufacturing  and light industrial  operations.  Business
Park's  leases are  generally  for three to five  years.  As of April 30,  1998,
excluding  the square  footage  leased to the  Company and its  affiliates,  the
facility is 76% 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. Beverages has no real property.


                            ITEM 3. LEGAL PROCEEDINGS

         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. There are no other 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.

         The  Company is involved in certain  other  administrative  proceedings
arising  in the normal  course of  business,  pertaining  to the  operations  of
Business Park. 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

         No matters  were  submitted to a vote of security  holders  through the
solicitation of proxies or otherwise. The Company's last meeting of shareholders
was in 1996.
                                       4
<PAGE>
                                     PART II
                      ITEM 5. MARKET FOR COMMON EQUITY AND
                           RELATED STOCKHOLDER MATTERS

Market information

         The Company's  common stock trades on the OTC Bulletin  Board under the
symbol "SOON".  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 OTC
Bulletin Board.

                                            Low         High
                                            ---         ----
Fiscal 1997:
   First quarter                              .031        .031
   Second quarter                             .031        .031
   Third quarter                              .031        .031
   Fourth quarter                             .031        .175

Fiscal 1998:
   First quarter                              .250        .875
   Second quarter (to April 30, 1998)         .375        .375

Shareholders

         As of April 30, 1998, the Company had 555  shareholders of record,  not
including shares held in "street name." As of April 30, 1998, 865,906 shares (or
approximately  12%)  of  the  issued  and  outstanding  stock  was  held  by The
Depository Trust Company 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

Plan of Operation

         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 while seeking new business opportunities.


Liquidity  and Capital  Resources - December  31, 1997  compared to December 31,
1996

         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, 1997 and 1996:
                                       5
<PAGE>
                                           1997                 1996
                                           ----                 ----

Deficiency in working capital             $   (863,925)       $  (1,118,850)
                                     ==================   ==================

         Although the  Company's  working  capital is 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
president and chairman  ("Cunningham"),  or by Aztore Holdings, Inc., a Phoenix,
Arizona-based  investment  company  ("Aztore").  Aztore holds  various notes and
liabilities  against the Company and has agreed to forebear  and  restructure  a
majority of these liabilities as part of a future merger or acquisition.

         Approximately  $468,000 of the Company's current  liabilities relate to
the acceleration of a long-term note due to a technical default of approximately
$15,000.  The Company  expects  this  default to be cured  before the end of the
Company's third fiscal quarter.

         Exclusive of funds required for debt  repayment,  the Company  believes
that it can borrow any additional funds from its related parties 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.

Results of  Operations - The year ended  December 31, 1997  compared to the year
ended December 31, 1996

         The following table  illustrates the Company's  revenue mix. Due to the
lack of new contracts in SDPI's business, the results in 1997 are not indicative
of future results.

                                         1997                  1996
                                        Amount      %          Amount      %
                                        ------      -          ------      -

   Business Park revenues           $    325,328    75    $    322,376     52
   SDPI revenues                         104,997    24         288,031     47
   Beverages revenue                       2,124     1           4,514      1
                                    -------------         -------------
                  Total revenues    $    432,449          $    614,921
                                    =============         =============

         Business Park revenues remained stable due to the rehabilitation of its
facilities.  During 1997, Business Park successfully  renegotiated eleven leases
(or 32% of the total square  footage) from one year leases to three to five year
leases at an average  increase of $.39 per square foot.  In November  1997,  the
Company lost one tenant that  accounted  for 21% of total  revenues for Business
Park, and has been aggressively  seeking new tenants for this space. At December
31, 1997, the business park was 76% occupied.

         This change in the Company's occupancy rate will have a negative impact
on the  Company's  profitability  in 1998.  However,  the Company  believes  its
long-term  prospects  have  improved  with longer leases and higher lease rates.
Losses of tenants in the future could affect  future  operations  and  financial
position  because of the cost of new leasehold  improvements  and lower revenues
due to any prolonged  vacancy.  There is no assurance the Company will return to
its historically high occupancy rate.
                                       6
<PAGE>
         SDPI revenues came from the  recognition of  approximately  $100,000 of
deferred  revenue related to the expiration of warranty service provided by SDPI
for  one  year  from  completion  of  its  1996  contracts.  SDPI,  a  marketing
representative  for construction  contractors,  had revenue growth during fiscal
1996 and early 1997  attributable  to this business.  Although SDPI continues to
evaluate  opportunities,  additional  revenues  related  to  this  business  are
unlikely.

         Total  operating  expenses  for the year ended  December  31, 1997 were
$468,167  as  compared  to total  expenses  for the  comparable  1996  period of
$726,725.  In the 1996 periods the Company  incurred  one-time costs  associated
with the loss of SDPI's lots due to tax foreclosure  sales and the write-down of
Beverages assets to their estimated net realizable  value. In addition,  in 1996
the write-down of the Beverages  assets  resulted in a decrease in  depreciation
expense in 1997. General and administrative  expenses,  consisting  primarily of
professional   and  management   fees,   also  decreased  due  to  Aztore's  and
Cunningham's incentive-based compensation agreements.

         Other income primarily  represents the sale of certain  securities held
by the Company in payment of $39,000 in fees to Aztore.  The Company's  basis in
these shares was nominal.

Going Concern and Management Plans

         The Company  has  suffered  recurring  losses  from  operations,  has a
shareholders'  deficit of  $129,589,  and has a working  capital  deficiency  of
$863,925.  These factors raise  substantial doubt about the Company's ability to
continue as a going  concern.  Realization  of a major  portion of the Company's
assets  is  dependent   upon  the  Company's   ability  to  meet  its  financing
requirements and the success of its future operations.

         During the period,  Business  Park  initiated a program of bringing its
lease rates up to the  prevailing  market rates.  As part of this  activity,  it
generally  extended  its  lease  terms  from one  year to  three to five  years.
Business  Park  closed  eleven of these  new  leases  (32% of the  total  square
footage)  at an average  increase  of $.39 per  square  foot.  New  leases  were
increased to approximately $3.22 per square foot to reflect demand in the market
as well as premiums for improvements made for lessees.

         Business  Park is  actively  seeking to rent its vacant  space at these
higher  rates.  With  its  increased  cash  flow,  the  Company  expects  to pay
approximately  $15,000  in real  estate  taxes,  which  will cure the  technical
default on the OIFA loan.  The Company is also seeking to  refinance  its entire
debt on the Business Park which will lower the Company's  debt service  payment,
thereby  further  increasing cash flow. The Company is also continuing to pursue
merger and/or acquisition  opportunities.  Management  believes that these plans
will be effective in improving the Company's  profitability  and working capital
position  and 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,  1997,  the Company  made  limited
capital  expenditures all of which were related to its Business Park operations.
The Company expects to spend  approximately  $150,000 for capital  expenditures,
primarily for  leasehold  improvements,  on its Business Park  operations in the
next 12 months. In addition, the Company believes it needs additional capital to
develop and expand into new  businesses.  Although the amount of such additional
capital required is uncertain, management believes it is beyond that which would
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
financial  support from  Cunningham  and Aztore would likely cease,  which could
lead to foreclosure or bankruptcy.
                                       7
<PAGE>
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  financial  and  administrative  support of Aztore 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 obtain  additional 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. The Company's competition would almost uniformly have
more resources and capital in general than the Company.  If the Company expands,
it will have to attract satisfactory operating personnel.  If the Company or any
subsidiary  experiences any substantial  reversal,  including but not limited to
the areas discussed above,  such entity 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.


                          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                                   9

Consolidated Balance Sheet at December 31, 1997                           10

Consolidated Statements of Operations for the fiscal years ended
   December 31, 1997 and December 31, 1996                                11

Consolidated Statements of Shareholders' Deficit for the fiscal years
   ended December 31, 1997 and December 31, 1996                          12

Consolidated Statements of Cash Flows for the fiscal years ended
   December 31, 1997 and December 31, 1996                                13

Notes to Consolidated Financial Statements                                14
                                       8
<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, 1997,  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,  1997,  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.  The Company has  suffered
recurring losses from operations,  has a shareholders' deficit of $129,589,  and
has a working  capital  deficiency  of $863,925 as of December 31,  1997.  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,
   March 5, 1998.
                                       9
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES


                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 1997


                                     ASSETS

CURRENT ASSETS:
   Cash                                                             $     4,482
   Accounts receivable, net of allowance of $2,362                        1,667
   Inventories                                                            5,066
   Prepaid expenses and deposits                                          1,180
                                                                    -----------

                  Total current assets                                   12,395

PROPERTY AND EQUIPMENT, net                                           2,281,117

OTHER ASSETS, net                                                        29,440
                                                                    -----------

                                                                    $ 2,322,952
                                                                    ===========

                     LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES:
   Accounts payable and accrued liabilities to related parties      $    68,287
   Accrued liabilities                                                   37,993
   Real estate taxes payable                                             21,649
   Accounts payable                                                      15,324
   Current portion of notes payable                                     730,234
   Deferred revenue                                                       2,833
                                                                    -----------

                  Total current liabilities                             876,320
                                                                    -----------

NOTES PAYABLE, less current portion                                   1,576,221
                                                                    -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIT:
   Preferred stock, undesignated, 10,000,000 shares authorized,
     no shares issued and outstanding                                      --
   Common stock, $.001 par value, 100,000,000 shares authorized,
     7,471,350 shares issued and outstanding                              7,471
   Additional paid-in capital                                         5,497,907
   Accumulated deficit                                               (5,634,967)
                                                                    -----------

                  Total shareholders' deficit                          (129,589)
                                                                    -----------

                                                                    $ 2,322,952
                                                                    ===========

The accompanying notes are an integral part of this consolidated balance sheet.
                                       10
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES


                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996


                                                         1997           1996
                                                     -----------    -----------

REVENUES (Note 10):                                  $   432,449    $   614,921
                                                     -----------    -----------

EXPENSES:
   Cost of products sold                                   1,460         41,156
   General and administrative                            181,945        231,392
   Depreciation and amortization                          60,028         83,083
   Interest expense                                      224,734        240,380
   Loss on repossession of land                             --           15,340
   Loss on writedown of assets                              --          115,374
                                                     -----------    -----------

                  Total expenses                         468,167        726,725
                                                     -----------    -----------

LOSS FROM OPERATIONS                                     (35,718)      (111,804)

OTHER INCOME (Note 7)                                     43,800           --
                                                     -----------    -----------

INCOME (LOSS) FROM CONTINUING OPERATIONS                   8,082       (111,804)

GAIN FROM DISCONTINUED OPERATIONS                           --           24,686
                                                     -----------    -----------

NET INCOME (LOSS)                                    $     8,082    $   (87,118)
                                                     ===========    ===========

EARNINGS PER SHARE:
   BASIC:
     Income (loss) from continuing operations        $      --      $      (.01)
     Gain from discontinued operations                      --             --
                                                     -----------    -----------

NET INCOME (LOSS) PER COMMON SHARE                   $      --      $      (.01)
                                                     ===========    ===========

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING                                         7,471,350      6,412,528
                                                     ===========    ===========

   DILUTED:
     Income (loss) from continuing operations        $      --      $      (.01)
     Gain from discontinued operations                      --             --
                                                     -----------    -----------

NET INCOME (LOSS) PER COMMON SHARE                   $      --      $      (.01)
                                                     ===========    ===========

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING                                         7,471,350      6,412,528
                                                     ===========    ===========


   The accompanying notes are an integral part of these consolidated financial
                                   statements.
                                       11
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES


                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996



<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, 1995           6,412,528   $     6,413   $ 5,456,612   $      --      $(5,555,931)   $     (92,906)

   Net loss                               --            --            --            --          (87,118)         (87,118)

   Exchange of notes payable for
     common stock                         --            --            --          42,353           --             42,353
                                   -----------   -----------   -----------   -----------    -----------    -------------

BALANCE, December 31, 1996           6,412,528         6,413     5,456,612        42,353     (5,643,049)        (137,671)

   Net income                             --            --            --            --            8,082            8,082

   Issuance of common stock          1,058,822         1,058        41,295       (42,353)          --               --
                                   -----------   -----------   -----------   -----------    -----------    -------------

BALANCE, December 31, 1997           7,471,350   $     7,471   $ 5,497,907   $      --      $(5,634,967)   $    (129,589)
                                   ===========   ===========   ===========   ===========    ===========    =============
</TABLE>
  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       12
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES


                            STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996

<TABLE>
<CAPTION>
                                                                     1997         1996
                                                                  ---------    ---------
<S>                                                               <C>          <C>       
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                              $   8,082    $ (87,118)
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities-
       Depreciation                                                  58,528       83,082
       Amortization of intangible assets                              1,500        1,500
       Allowance for doubtful accounts                                2,362         --
       Loss on repossession of land                                    --         15,340
       Provision for writedown of assets                               --        115,374
       Changes in assets and liabilities-
         Increase in accounts receivable                             (1,293)        (287)
         Decrease in inventories                                        389       39,182
         Decrease (increase) in prepaid expenses and deposits          (600)       2,071
         Decrease in bank overdraft                                    --         (5,500)
         Decrease in accounts payable                                (4,035)        (409)
         Increase (decrease) in real estate taxes payable, net       14,750      (21,452)
         Increase in accrued liabilities to related parties          59,961       74,318
         Increase in accrued liabilities                              9,856        5,009
         Increase (decrease) in deferred revenue                    (96,997)      99,830
                                                                  ---------    ---------

                  Net cash provided by operating activities          52,503      320,940
                                                                  ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                (8,875)     (62,860)
   Advances to Dynamicorp (Note 7)                                     --        (30,000)
                                                                  ---------    ---------

                  Net cash used in investing activities              (8,875)     (92,860)
                                                                  ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayments of notes payable                                      (55,295)    (322,211)
   Borrowings on notes payable                                       13,500       93,290
                                                                  ---------    ---------

                  Net cash used in financing activities             (41,795)    (228,921)
                                                                  ---------    ---------

NET INCREASE (DECREASE) IN CASH                                       1,833         (841)

CASH, beginning of year                                               2,649        3,490
                                                                  ---------    ---------

CASH, end of year                                                 $   4,482    $   2,649
                                                                  =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
     Cash paid for interest                                       $ 182,885    $ 195,006
                                                                  =========    =========

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
   AND FINANCING TRANSACTIONS:
     Sale of land for assumption of real estate liabilities and
       road trust improvements                                    $   4,800    $    --
                                                                  =========    =========

     Conversion of accrued liabilities to notes payable           $  54,179    $ 340,096
                                                                  =========    =========

     Exchange of investments for reduction in notes payable       $  39,000    $  58,000
                                                                  =========    =========

     Conversion of accounts payable to notes payable              $    --      $  14,000
                                                                  =========    =========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
                                       13
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 1997



(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) 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.   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.  New  Directions
Acquisition  Corp.  (NDAC) is a newly formed subsidiary of the Company (see Note
11).

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 $129,589,  and
has a working  capital  deficiency  of $863,925 as of December 31,  1997.  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

Realization  of a major  portion of the Company's  assets is dependent  upon the
Company's  ability to meet its  financing  requirements  and the  success of its
future operations.

During the year ended  December 31, 1997,  Business Park  initiated a program of
bringing  its lease rates up to the  prevailing  market  rates.  As part of this
activity,  it generally  extended its lease terms from one year to three to five
years.  The  Business  Park closed  eleven of these new leases (32% of the total
square footage) at an average increase of $.39 per square foot.

Business  Park is  actively  seeking  to rent its vacant  space at these  higher
rates.  With its increased cash flow, the Company  expects to pay  approximately
$15,000 in real estate taxes which will cure the  technical  default on the OIFA
loan (see Note 4). The Company is also seeking to  refinance  its entire debt on
the Business Park which would lower the Company's debt service payments, thereby
further increasing cash flow. The Company is also continuing
                                       14
<PAGE>
to pursue  merger and/or  acquisition  opportunities.  Management  believes that
these plans will be effective  in  improving  the  Company's  profitability  and
working  capital  position  and 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  its  subsidiaries.  All  significant  intercompany
transactions have been eliminated.

         Revenue Recognition

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

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.

         Inventories

The Company records its  inventories at the lower of cost (first-in,  first-out)
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,  which are amortized
using the straight-line  method over the life of the loan, which does not differ
materially from the effective interest method.
                                       15
<PAGE>
         Earnings Per Share

In February  1997,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement of Financial  Accounting Standards (SFAS) No. 128, Earnings Per Share,
which supersedes  Accounting Principles Board Opinion (APB) No. 15, the existing
authoritative  guidance.  SFAS No. 128 modifies the  calculation  of primary and
fully diluted  earnings per share (EPS) and replaces them with basic and diluted
EPS.  SFAS No. 128 is effective for  financial  statements  for both interim and
annual periods  presented  after  December 15, 1997, and as a result,  all prior
period EPS data presented has been restated.

Net income (loss) per common share is based upon the weighted  average number of
shares of common stock outstanding during the respective periods.

         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.

         Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment  whenever events or changes
in  circumstances  indicate  that the  carrying  amount  of an asset  may not be
recoverable.  In the  opinion  of  management,  no such  events  or  changes  in
circumstances have occurred.

         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, 1997.

(3) PROPERTY AND EQUIPMENT:

Property and equipment as of December 31, 1997, is comprised of the following:

                                              Useful Life
                                              -----------
                                            
         Land                                      -              $   1,191,400
         Buildings and improvements             12-40                 1,474,197
         Machinery                               5-12                    50,000
                                                                  -------------
                                                                      2,715,597
         Less: accumulated depreciation                                (434,480)
                                                                  -------------
                                                                  $   2,281,117
                                                                  =============
                                       16
<PAGE>
(4) NOTES PAYABLE:

   Notes payable as of December 31, 1997, consist of the following:

     Installment  note payable to bank,  interest at bank's prime
     (10.5% at December 31, 1997) plus 3% per annum, due June 20,
     1999,  guaranteed  by a  shareholder,  officer and director.
     Secured by real estate.                                          $932,006

     Unsecured notes payable to related parties, interest ranging
     from 10% to 15% per annum, due January 1, 1999 (see Note 7).
                                                                       468,371

     Oklahoma   Industrial   Finance  Authority  loan,   variable
     interest and payments due monthly,  maturing August 1, 2004,
     with  interest at 3% per annum 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,
     1997),  guaranteed by a  shareholder,  officer and director.
     Secured by real estate and equipment.                             432,839

     Installment  note payable to bank,  interest at bank's prime
     (10.5% at December 31, 1997) plus 3% per annum, due June 20,
     1999,  guaranteed  by a  shareholder,  officer and director.
     Secured by real estate.                                           186,900

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

     Note payable to bank, payments of interest only due monthly,
     interest at bank's prime (9% at December 31, 1997) plus .5%,
     guaranteed by a shareholder,  officer and director, due June
     1, 1998. Unsecured.                                                98,800

     Note  payable  to  bank,   payments  of  interest  only  due
     quarterly,  interest  at bank's  prime (9% at  December  31,
     1997),  guaranteed by a  shareholder,  officer and director,
     due June 1, 1998. Unsecured.                                       40,233

     Note  payable to bank,  payable in monthly  installments  of
     $500,  interest at bank's  prime (9.5% at December 31, 1997)
     plus 1% per annum, due June 24, 1998.  Secured by inventory.       12,306
                                                                    ----------
                                                                     2,306,455
     Less: Current portion                                            (730,234)
                                                                    ----------
                                                                    $1,576,221
                                                                    ==========
                                       17
<PAGE>
The Company is in violation of certain of its covenants  under its loan from the
Oklahoma  Industrial  Finance  Authority  (OIFA).  This violation is an event of
default as defined in the loan  agreement  with the OIFA,  which  makes the debt
callable  at the  option  of  the  OIFA  and is  classified  as  current  in the
accompanying consolidated balance sheet.

The Company  intends to refinance its notes  payable;  however,  there can be no
assurance  that such financing will be available or will be available on similar
terms.

(5) SHAREHOLDERS' 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 December 31,
1997.

         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.  No  options  have  been  granted  under the 1995 Plan as of
December 31, 1997.

(6) 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 income tax expense
would be offset by net operating loss carryforwards.
                                       18
<PAGE>
(7) RELATED PARTY TRANSACTIONS:

         Aztore Holdings, Inc.

The Company has an  Advisory  Agreement  with  Aztore  Holdings,  Inc.  (Aztore)
wherein  Aztore acts as the  Company's  financial  advisor.  Aztore  receives an
annual  fee equal to 5% of the  Company's  gross  revenues,  as  defined  in the
Advisory  Agreement.  Total  fees of  $21,763  and  $30,704  have been  recorded
pursuant  to this  agreement  for the years  ended  December  31, 1997 and 1996,
respectively.  Aztore owns  approximately  4% of the Company's  common stock. In
August 1997,  Aztore accepted certain  securities held by the Company in payment
of $39,000 in fees. The Company's basis in these shares was nominal and the gain
for such transaction was recognized as other income.

In April 1997, SDPI  consummated a lot sale agreement and sold its interest in a
land trust to Aztore for $1 and the assumption of all liabilities related to the
land (road  improvement and real estate tax  liabilities).  The Company receives
10% of net cash flows, as defined in the lot sale agreement, from any future lot
sales.

         Talbot Investment Co.

Talbot Investment Co. (Talbot), is an Oklahoma City,  Oklahoma-based  commercial
real estate brokerage firm. Mr. David B. Talbot,  Jr. is the principal agent for
Talbot.  Mr. Talbot was the secretary and a director of the Company and Business
Park until July 1997.  Talbot handled all the property  management  services for
Business  Park  and  received  normal  and  customary  commissions  and fees for
providing  these  services.  Expenses of $27,103 and $36,362 related to services
provided by Talbot have been recorded in the accompanying consolidated financial
statements for the years ended December 31, 1997 and 1996, 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 5% of the Company's gross  revenues,  payable on a quarterly
basis.  Total fees of $21,763 and $30,704  have been  recorded  pursuant to this
agreement for the years ended  December 31, 1997 and 1996,  respectively  in the
accompanying consolidated financial statements.
                                       19
<PAGE>
         Related Party Obligations

The following table reflects  amounts owed to related parties as of December 31,
1997:

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

         President and Chairman                  $   164,913      $    19,041
         Aztore                                      303,458           35,794
         Talbot                                         --             13,452
                                                 -----------      -----------
                                                                
         Total related party liabilities         $   468,371      $    68,287
                                                 ===========      ===========
                                                          
In addition,  the president and chairman has personally guaranteed $1,690,778 of
the Company's notes payable (see Note 4).

(8) 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.  As a result,  no accrual has been made in the  accompanying
consolidated balance sheet.

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.

(9) SEGMENT DATA:

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

                                                     1997             1996
                                                 -----------      -----------
         Business Park:
           Revenues                              $   325,328      $   322,376
                                                 ===========      ===========
                                                                
           Net income (loss)                     $     7,865      $   (17,011)
                                                 ===========      ===========
                                                                
           Identifiable assets                   $ 2,282,726      $ 2,280,770
                                                 ===========      ===========

         Beverage:                                              
           Revenues                              $     2,124      $     4,514
                                                 ===========      ===========
                                                                
           Net loss                              $   (23,775)     $  (208,605)
                                                 ===========      ===========
                                                                
           Identifiable assets                   $    39,629      $    50,000
                                                 ===========      ===========
                                       20
<PAGE>
                                                     1997             1996
                                                 -----------      -----------
         SDPI:                                                  
           Revenues                              $   104,997      $   288,031
                                                 ===========      ===========
                                                                
           Net income                            $    98,746      $   247,233
                                                 ===========      ===========
                                                                
           Identifiable assets                   $     2,909      $   495,790
                                                 ===========      ===========
                                                                
(10) SIGNIFICANT CUSTOMERS:
                                                                
Business Park generates  revenue from tenants,  all of which occupy space in the
same  industrial  complex in Oklahoma  City,  Oklahoma.  As of December 31, 1997
there were 21 tenants.  Rental  revenue  recorded  from one customer in Business
Park represented 16% and 12% of the Company's total revenues for the years ended
December  31, 1997 and 1996,  respectively.  This major  tenant  vacated  during
December  1997,  and the Company is actively  seeking a new tenant.  The Company
believes the vacating  tenant's lease rate was  significantly  below the rate it
will obtain from a new tenant.  However,  there is no assurance the Company will
find a new tenant at a higher lease rate and under other acceptable terms.

SDPI  generates  revenue  from the  provision  of extended  warranties.  Service
revenue  recorded  from one customer  represented  23% and 44% of the  Company's
total revenues for the years ended December 31, 1997 and 1996, respectively.

(11) SUBSEQUENT EVENT:

In February 1998, NDAC offered to purchase the assets of a community corrections
business in Oklahoma City from New Direction  Centers of America,  LLC (LLC) for
$1,000,000  in debt,  1,000,000  shares of the  Company's  common  stock and the
assumption of certain liabilities.  This offer was accepted by a majority of the
members of the LLC but the closing has been delayed due to issues  regarding the
ownership  of certain of the  business  assets.  These  issues have  delayed the
finalization of a definitive  purchase  agreement and there is no assurance that
NDAC will ever acquire any assets from the LLC.
                                       21
<PAGE>
              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

Directors

         The current directors of the Company and their principal occupation are
listed  below.  Raymond  C.  Cunningham  is the son of R.C.  Cunningham  II, the
president and  chairman.  The following  information  has been  furnished to the
Company by the respective directors. The ownership amount and percent represents
shares of the Company's  common stock  beneficially  owned by each of them as of
April 30, 1998:
<TABLE>
<CAPTION>
                                            Director                                                      Ownership (1)
              Name               Age          since      Principal occupation                  Amount        Percent
              ----               ---          -----      --------------------                  ------        -------
<S>                               <C>       <C>                                              <C>             <C>
  R. C. Cunningham II             71          6/1/89 Chairman and President, Sooner
                                                     Holdings, Inc.                           4,475,413      59.90%

  Michael S. Williams (2)         51        12/15/93 President, Aztore Holdings, Inc.         1,006,256      13.47%

  Raymond C. Cunningham           33          7/3/97 Mortgage broker                             72,129         *
</TABLE>
---------------------------
*     less than 1%

(1)  The amount and percent of ownership is based on a total of 7,471,350 shares
     of common stock outstanding as of April 30, 1998.

(2)  Includes 292,690 shares of common stock owned by Matrix Resources,  Inc. of
     which Mr. Williams is the President and sole owner. Includes 384,809 shares
     owned by  Aztore  Holdings,  Inc.  ("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).

Directors of the Subsidiaries

<TABLE>
<CAPTION>
                                                                                                           Director
              Name                Age              Principal occupation          Subsidiary                  since
              ----                ---              --------------------          ----------                  -----
<S>                               <C>        <C>                                <C>                        <C>
  R. C. Cunningham II             71         Chairman and President, Sooner
                                             Holdings, Inc.                      Business Park               6/1/89
                                                                                 SDPI                      12/31/97
                                                                                 Beverages                   6/1/89
</TABLE>
                                       22
<PAGE>
<TABLE>
<CAPTION>
                                                                                                           Director
              Name                Age              Principal occupation          Subsidiary                  since
              ----                ---              --------------------          ----------                  -----
<S>                               <C>        <C>                                <C>                        <C>
  Raymond C. Cunningham           33         Mortgage broker, American
                                             Mortgage Bankers, Inc.              Business Park               7/3/97
                                                                                 SDPI                      12/31/97
                                                                                 Beverages                 12/31/97
</TABLE>

Resumes of Directors

         R. C. Cunningham II. Mr.  Cunningham has been the Chairman of the Board
and  President  of the Company  since June 1988 and of two of its  subsidiaries:
Charlie O Beverages,  Inc. and Charlie O Business Park Incorporated  since their
respective  inceptions.  Mr.  Cunningham has also been the Vice President of the
Company's subsidiary, SD Properties,  Inc. ("SDPI"), since February 1996 and the
President  since  December 1997.  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.

         Raymond C.  Cunningham.  Mr.  Cunningham  has been the  Secretary and a
director of the Company 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 Charlie O Business Park Incorporated since July 1997 and the
Secretary and Treasurer of SDPI since December  1997.  From May 1988 to present,
Mr. Cunningham has been continuously employed in the mortgage business as a loan
officer with various mortgage companies. Mr. Cunningham has a BA Degree from the
University of Oklahoma.  Mr.  Cunningham is the son of R.C.  Cunningham  II, the
president and chairman.

         Michael S.  Williams.  Mr.  Williams has been a director of the Company
since  December  1993.  Mr.  Williams  was an officer and director of one of the
Company's  subsidiaries,  SDPI until  December  1997.  Since  December 1995, Mr.
Williams has been the Chief  Executive  Officer and Chief  Portfolio  Officer of
Aztore Holdings, Inc. ("Aztore"). Aztore is a Phoenix,  Arizona-based investment
company. From 1993 through 1995 Mr. Williams was active as the Managing Director
of Bulldog Investment Company, LLC ("Bulldog"), a private merchant and investing
banking firm, the  predecessor to Aztore.  Bulldog and Aztore both specialize in
early stage public  companies and turnaround  situations.  From November 1990 to
1993, Mr. Williams was the sole principal of Matrix Resources,  Inc., a Phoenix,
Arizona-based  merchant  and  investment  banking  firm.  From  October  1987 to
November 1990, Mr.  Williams was the Chief  Executive  Officer,  President,  and
director of ShareData Inc., a publicly held software  company based in Chandler,
Arizona.  On  December  30,  1993,  ShareData  voluntarily  filed for Chapter 11
bankruptcy.  Aztore became the successor to ShareData after  ShareData's Plan of
Reorganization  was confirmed by the Bankruptcy Court in December 1995, at which
time Mr. Williams became it's Chief Executive Officer.

         Prior to 1987,  Mr.  Williams  had been  continuously  employed  in the
securities   business  as  an   investment   banker  with   various   registered
broker-dealers  in  Detroit,  Michigan.  Mr.  Williams  has  a  BA  Degree  from
Pennsylvania State University and an MBA from The Wharton Graduate School of the
University of Pennsylvania.
                                       23
<PAGE>
Executive Officers, Promoters and Control Persons

         The current  executive  officers  of the Company as of April 30,  1998,
and/or its  subsidiaries  and their  positions  held in the  Company  and/or its
subsidiaries are listed in the table below. Officers are appointed by the Board.
Raymond C.  Cunningham  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                     71       CEO and President, Sooner Holdings, Inc.                   6/1/88 *
                                                 CEO and President, Charlie O Beverages, Inc.              6/16/89 *
                                                 CEO and President, Charlie O Business Park
                                                   Incorporated                                            3/15/91 *
                                                 President, SD Properties, Inc.                             2/1/96

Raymond C. Cunningham                   33       Secretary, Sooner Holdings, Inc.                           7/3/97
                                                 Treasurer, Sooner Holdings, Inc.                          3/31/98
                                                 Secretary and Treasurer, Charlie O
                                                   Beverages, Inc.                                          7/3/97
                                                 Secretary and Treasurer, Charlie O Business
                                                   Park Incorporated                                        7/3/97

                                                 Secretary and Treasurer, SD Properties, Inc.             12/31/97
</TABLE>
-----------------------
*        Date of inception of the respective companies.

Compliance with Section 16(a) of the Exchange Act

         Section 16(a) of the Exchange Act requires the  Company's  officers and
directors,  and  persons  who own  more  than 10% of a  registered  class of the
Company's equity securities, to file certain reports regarding ownership of, and
transactions  in, the  Company's  securities  with the  Securities  and Exchange
Commission (the "SEC").  Such officers,  directors and 10% stockholders are also
required by SEC rules to furnish the  Company  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,  the Company believes
that during  fiscal 1997 all the reporting  persons  complied with Section 16(a)
filing requirements.


                         ITEM 10. EXECUTIVE COMPENSATION

         The  following  table  sets  forth  all cash  compensation  paid by the
Company to each of the executive  officers of the Company whose  aggregate  cash
compensation  exceeds  $60,000  and to all  executive  officers  as a group  for
services rendered during the fiscal year ended December 31, 1997:
                                       24
<PAGE>
<TABLE>
<CAPTION>
                    Name                             Primary capacity in which served*           Compensation (1)
                    ----                             ---------------------------------           ----------------
<S>                                          <C>                                                  <C>
R. C. Cunningham II (2)                       Chairman of the Board and President; Sooner
                                                Holdings, Inc.                                     $       -0-

Raymond C. Cunningham                         Secretary; Sooner Holdings, Inc.                     $       -0-

Lanny R. Lang (3)                             Treasurer; Sooner Holdings, Inc.                     $       -0-

All Executive Officers as a Group (2
  persons)                                                                                         $       -0-
</TABLE>
------------------------
*    The  executive  officers  may serve in other  capacities  with the  Company
     and/or its  subsidiaries  (see Item 9.  Executive  Officers,  Promoters and
     Control Persons)

(1)  None of the executive  officers of the Company  receive cash  compensation.
     All cash is  currently  being  used to permit  the  Company to operate as a
     going concern.  The Board is authorized to reimburse officers and directors
     for actual expenses incurred and set compensation for officers as funds for
     such purpose become available.

(2)  In December 1993, Mr. Cunningham entered into a new Incentive  Compensation
     Agreement,  which provides remuneration to Mr. Cunningham based only on the
     Company's revenue performance. Mr. Cunningham receives no base compensation
     and  will  receive  a  cash  incentive  fee of 5% of  the  Company's  gross
     revenues,  payable on a  quarterly  basis  (see  further  discussion  under
     "Relationship  with R. C. Cunningham" under Item 12. Certain  Relationships
     and Related Transactions).

(3)  Mr. Lang acted as  Treasurer  of the Company  during  1997.  Mr. Lang is an
     officer  and  director  of  Aztore.  The  other  director  of Aztore is Mr.
     Williams, a director of the Company. Aztore receives an incentive fee of 5%
     of the Company's gross revenues,  payable on a quarterly basis (see further
     discussion  under  "Relationships  with  Aztore"  under  Item  12.  Certain
     Relationships and Related Transactions).

Stock Option Plan

         Executive officers, employees and non-employee directors of the Company
and its subsidiaries may be awarded additional compensation pursuant to the 1995
Stock Option Plan (the "Plan").  Pursuant to the Plan,  2,000,000  shares of the
Company's common stock are reserved for issuance. Options granted under the Plan
are to be at amounts  that are equal to or greater than the fair market value of
the  Company's  common  stock at date of grant.  Each  outstanding  option has a
maximum  term of ten  years  and,  unless  otherwise  provided,  is  exercisable
immediately  upon  issuance.  As of April 30,  1998,  no options were granted or
outstanding.

Bonuses and Deferred Compensation

         No cash  bonuses  were paid by the  Company  to any  executive  officer
during the year ended  December 31, 1997.  The Company did not have any deferred
compensation  plan or  arrangement  pursuant  to which  benefits,  remuneration,
value, or compensation was or is to be granted,  awarded, entered, set aside, or
accrued for the benefit of any  executive  officer of the Company as of December
31, 1997.
                                       25
<PAGE>
Compensation  Pursuant  to Plans  Including  Pension,  Stock  Option,  and Stock
Appreciation Rights Plans

         As of April 30, 1998,  other than the Company's 1995 Stock Option Plan,
the Company does not have any stock  appreciation  rights  plans,  phantom stock
plans, or any other incentive or  compensation  plan or arrangement  pursuant to
which benefits,  remuneration,  value, or compensation  was or is to be granted,
awarded, entered, set aside, or accrued for the benefit of any executive officer
of the Company.

Termination of Employment and Change of Control Arrangement

         During the year ended  December  31,  1997,  no officer,  director,  or
principal  shareholder  of the  Company  either  received  or is to receive  any
remuneration as a result of either the  termination of such person's  employment
whether by resignation,  retirement, or otherwise; or a change of control of the
Company or a change in such individual's  responsibilities following a change in
control of the Company.


                     ITEM 11. SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

         The table below sets forth certain information regarding the beneficial
ownership  of the  common  stock of the  Company  as of April  30,  1998 by each
shareholder who is known by the Company to be the beneficial  owner of more than
5% of the Company's  voting  securities,  by each director and by each executive
officer and by all directors and officers as a group.

                 Name and Address of      No. common
                  Beneficial Owners       shares (1)         Percent of Class
                  -----------------       ----------         ----------------

R. C. Cunningham II (5)
2680 W. Interstate 40
Oklahoma City, OK  73108                     4,475,413               59.90%

Sheldon L. Miller  (2)
3000 Town Center, Ste. 1700
Southfield, MI  48075                          502,718                6.73%

Michael S. Williams (3) (6)
3710 E. Kent Drive
Phoenix, AZ  85044                           1,006,256               13.47%

Lanny R. Lang (4)
3536 E. Saltsage Drive
Phoenix, AZ  85044                             729,183                9.76%

Raymond C. Cunningham (5)
6408 Boulevard View
Alexandria, VA  22307                           72,129                    *

All officers and directors as
  a group (3 persons)                        5,553,798               74.33%

---------------------------------
*        less than 1%
                                       26
<PAGE>
         Unless otherwise indicated, to the Company's 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 7,471,350 shares.

(2)  Mr. Miller owns approximately 30% of Aztore's  outstanding shares of common
     stock,  which he received  under Aztore's  bankruptcy  plan. Mr. Miller has
     waived  dispositive  control of the Company's common stock owned by Aztore.
     Therefore, such shares are not included in Mr. Miller's interest.

(3)  Includes 292,690 shares of common stock owned by Matrix Resources,  Inc. of
     which Mr. Williams is the President and sole owner. 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).

(4)  Includes  15,661 shares of common stock owned by Lang  Financial  Services,
     Inc. of which Mr. Lang is the  President and sole owner.  Includes  384,809
     shares owned by Aztore of which Mr. Lang is Secretary  and  Treasurer  (see
     further discussion under  "Relationship  with Aztore Holdings,  Inc." under
     Item 12. Certain Relationships and Related Transactions).

(5)  An officer and director of the Company.

(6)  A director of the Company.


             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company has 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 the Company  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.

         The  following  are  transactions  considered  by  the  Company  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 (the "1997 10-KSB").

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

         In December 1993,  the Company  acquired SDPI in exchange for shares of
common  stock.  ShareData  was the  majority  shareholder  of SDPI and  received
887,753  shares or  approximately  17% of the  Company  after  the  transaction.
ShareData  emerged  from  Chapter  11  Bankruptcy  on  December  5, 1995 and was
required to distribute the common stock it owns of the Company to its creditors.
All shares were distributed  accordingly except for 85,987 shares that could not
be delivered to ShareData's creditors
                                       27
<PAGE>
and became the property of ShareData.  Aztore became the successor to ShareData.
The  Company  has an  Advisory  Agreement  with  Aztore to act as the  Company's
financial  advisor.  Aztore  receives an annual fee equal to 5% of the Company's
gross revenues, as defined in the Advisory Agreement.

         In December  1996,  Aztore  accepted  358,822 shares of common stock in
settlement of a $14,000 note payable plus accrued interest, or $.04 per share.

         During 1997,  Aztore agreed to accept 260,000 shares of common stock of
Auction Television Network,  Inc. ("ATVN") owned by the Company as consideration
for payment of a $39,000 note payable, or $.15 per ATVN share.

Relationship with R.C. Cunningham II

         In December  1993, the Company  entered into an Incentive  Compensation
Agreement with Cunningham.  This agreement  provides  remuneration to Cunningham
based only on the Company's  revenue  performance.  Cunningham  receives no base
compensation, but will receive a cash incentive fee of 5% of the Company's gross
revenues  payable  on  a  quarterly  basis.  Also,   Cunningham  has  personally
guaranteed $1,690,778 of the Company's notes payable.

Relationship with Talbot Investment Co.

         Talbot Investment Co. ("Talbot"),  is an Oklahoma City,  Oklahoma-based
commercial real estate  brokerage firm. Mr. David Talbot was the Secretary and a
director of the Company and Business  Park until July 1997 and is the  principal
agent for Talbot.  Talbot handled all the property  management  services for the
Business Park until October 1997, and received normal and customary  commissions
and fees for providing these services.


                                     PART IV
                    ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
Exhibits

                                                                                                       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)

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

  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>

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

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

(2)      Incorporated  by reference to the Company's Form 10-QSB for the quarter
         ended September 30, 1997 (file no. 0-18344).


                                       28
<PAGE>
Reports on Form 8-K

         The  Company  has filed no current  Reports on Form 8-K during the year
ended December 31, 1997 and subsequently through the date of this report.


                                   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:    April 30, 1998
      -------------------


                                                 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.


Date:    April 30, 1998
      -------------------


        Signature                                    Title
        ---------                                    -----



/s/ R. C. Cunningham II                Chairman of the Board, CEO and President
--------------------------------------
R. C. Cunningham II



/s/ Raymond C. Cunningham              Secretary, Treasurer and Director
--------------------------------------
Raymond C. Cunningham


/s/ Michael S. Williams                Director
--------------------------------------
Michael S. Williams
                                       29