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, 1999
                                             -----------------

                           Commission File No. 0-18344

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

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

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

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

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

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

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

        Check if there is no disclosure of delinquent filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form l0-KSB. [ ]

        Revenues for the year ending December 31, 1999 were $1,932,433.

        The aggregate market value of the voting stock held by non-affiliates of
the Company on March 31, 2000 was approximately  $320,000.  As of March 31, 2000
the Company had 8,471,350 shares of common stock issued and outstanding.

        Transitional Small Business Issuer Disclosure Format   Yes [ ]   No  [X]



                                     PART I

                        ITEM 1. DESCRIPTION OF BUSINESS

Summary and Development of the Company

        Sooner Holdings,  Inc., an Oklahoma corporation (hereinafter referred to
as the  "Company")  was  formed  in 1986 to  enter  the  in-home  soda  fountain
business.  Subsequently,  the Company  evolved into a  multi-subsidiary  holding
company in diverse businesses. From 1993 when the Company was restructured until
June  1998 the  Company  was  seeking  acquisitions.  In June  1998 the  Company
acquired,  through its subsidiary New Directions  Acquisition  Corp., the assets
and certain liabilities of New Direction Centers of America,  L.L.C. and entered
the minimum security correctional business.

        The   Company   currently   operates   primarily   through  two  of  its
subsidiaries,  New Directions  Acquisition Corp. ("NDAC") and Charlie O Business
Park Incorporated ("CO Park").  These  subsidiaries and a brief summary of their
businesses follows:

NDAC
----

        NDAC owns and operates a minimum  security  correctional  facility  (the
"Correctional  Business") for women located in Oklahoma City, Oklahoma. NDAC was
formed in 1997 as a wholly owned  subsidiary of the Company and began operations
upon its  acquisition in June 1998 of the assets and certain  liabilities of New
Direction  Centers of  America,  L.L.C.  ("NDLLC"),  an  Oklahoma-based  private
correctional business.

CO Park
-------

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

        The Company also owned 100% of SD Properties,  Inc. ("SDPI") and 100% of
Charlie O Beverages,  Inc. ("CO  Beverages").  During fiscal 1997 and early 1998
the Company  discontinued the two substantially  inactive businesses operated by
these two  subsidiaries.  SDPI was merged with the Company on December 31, 1999.
CO Beverages was spun off to existing  shareholders of the Company as of January
15, 1999.

Business Description

The Correctional Business
-------------------------

        NDAC entered the minimum-security  correctional business in June 1998 by
acquiring the assets and certain  liabilities of NDLLC. NDAC owns and operates a
minimum-security  correctional  facility,  which currently houses 140 inmates in
Oklahoma City, Oklahoma. A non-secure  residential facility,  known as a halfway
house, provides residential  correctional services for offenders in need of less
supervision and monitoring than are provided in a secure environment.  Offenders
in minimum-security  correctional  facilities are typically allowed to leave the
facility to work in the  immediate  community  and/or  participate  in community
based  educational  and  vocational  training  programs  during  daytime  hours.
Generally, persons in community correctional facilities are serving the last six
months of their sentence.

        In addition to providing the fundamental  residential  services relating
to the security of facilities  and the  detention and care of inmates,  NDAC has
developed a broad range of in-facility  rehabilitative and educational programs.
These programs  include  substance abuse  treatment and  counseling,  vocational
training,  life skills training, and behavioral  modification  counseling.  NDAC
believes  that its  strategy of offering a wide variety of programs and services
will increase its marketing opportunities.

        As of March 31, 2000,  NDAC operates one  correctional  facility with an
aggregate design capacity of 180 beds.

The Real Estate Business
------------------------

        CO Park operates as a real estate lessor and property  manager and as of
March 31, 2000 leases to 23 non-related  lessees.  CO Park's  property  includes
five separate buildings,  covering approximately 126,500 square feet, located at
the  intersection  of I-40 and Agnew  Street in  Oklahoma  City,  Oklahoma.  The
Company and its CO Beverages  subsidiary  currently operate out of approximately
9,000 square feet in this business park. CO Park competes with other  commercial
lessors in the Oklahoma City market. Its occupancy, excluding that leased to the
Company and its subsidiaries, has averaged over 90% during both 1999 and 1998.

The Discontinued Businesses
---------------------------

        SDPI,  until April 1997,  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. During 1995 to 1997
SDPI commenced a business that markets and services construction contracts. This
business did not develop after the initial  contracts,  was  terminated in early
1998, and merged into the Company in December 1999.

        CO Beverages operated the original in-home soda fountain  business.  The
Company was trying to sell CO  Beverages  as a going  concern or  liquidate  the
assets  of this  business.  Therefore,  the  remaining  assets  of CO  Beverages
consisting  of inventory  and  equipment  were  written down to their  estimated
realizable  value. The Company had hoped to sell CO Beverages as a going concern
and  therefore,  realize  additional  value for the extensive  tooling and other
assets related to CO Beverages business. These latter assets were written off in
their entirety  during 1996. CO Beverages was spun off to existing  shareholders
of the Company as of January 15, 1999.

General

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

        Government Regulation. The Company's Correctional Business is subject to
federal,  state and local  regulations  which are  administered  by a variety of
regulatory  authorities.  Generally,  providers of  correctional  services  must
comply  with a variety  of  applicable  federal,  state  and local  regulations,
including  education,  healthcare and safety regulations.  Management  contracts
frequently include extensive reporting requirements.  In addition, many federal,
state  and  local  governments  are  required  to  follow  competitive   bidding
procedures  before awarding a contract.  Certain  jurisdictions may also require
the successful  bidder to award  subcontracts  on a competitive bid basis and to
subcontract  to varying  degrees with  businesses  owed by women or  minorities.
Correctional contracts are generally renewed on a year to year basis.

        NDAC's failure to comply with any applicable  laws, rules or regulations
or the loss of any required  license could have a material adverse effect on the
Company's financial condition, results of operations and liquidity. Further, the
current  and future  operations  of the  Company  may be  subject to  additional
regulations  as a result of new  statutes  and  regulations  and  changes in the
manner in which existing  statutes and  regulations are or may be interpreted or
applied. Any such additional regulations could have a material adverse effect on
the Company's financial condition, results of operations and liquidity.

        Marketing.  NDAC  views  governmental  agencies  responsible  for  state
correctional facilities in the United States as its primary potential customers.

        Employees.  Mr. R.C. Cunningham II, the Company's President and Chairman
of the Board ("Cunningham"),  works on a part-time basis for the Company and all
subsidiaries.  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.

        NDAC has 29 full-time and 6 part-time  employees at March 31, 2000. NDAC
employs management,  administrative,  clerical, security,  educational services,
and general  maintenance  personnel.  NDAC through  subcontractors also provides
health care and food service.  All jurisdictions  require correction officers to
complete a specified amount of training prior to employment.

        When the need exists,  the Company and/or its subsidiaries use temporary
employees or subcontractors to perform administrative services.

        Competition.  The Correctional Business is highly competitive,  with few
barriers to entry. To the Company's  knowledge,  there are at least 17 companies
engaged in the management and operation of privatized correctional and detention
facilities.  NDAC's  competitors  include local companies with significant local
relationships  and  knowledge of local  conditions,  as well as  companies  that
manage and operate facilities in many states and abroad with financial resources
substantially greater than NDAC's.

        NDAC will have to compete on the basis of the cost, quality and range of
services offered, its experience in managing  facilities,  the reputation of its
personnel, and its ability to design, finance and construct new facilities. NDAC
also attempts to achieve a competitive advantage by seeking additional contracts
from governmental agencies with which it has existing contractual  relationships
and by identifying and marketing its services to correctional agencies that have
no previous experience with privatization services.


                        ITEM 2. DESCRIPTION OF PROPERTY

        NDAC's  correctional  facility  consists  of  three  buildings  totaling
approximately 44,000 square feet on 2.745 acres of real estate. This property is
located at 3115 N. Lincoln  Boulevard in Oklahoma City,  Oklahoma.  The facility
has a 180-bed capacity,  and as of March 31, 2000, the facility is 70% occupied.
This property is subject to a first mortgage.

        CO Park's  industrial  business park property consists of five buildings
totaling  approximately  126,900 square feet on five acres of real estate.  This
property is located at the  Company's  address at the  intersection  of I-40 and
Agnew Street in Oklahoma City, Oklahoma. The Company and its subsidiaries occupy
approximately  9,000  square feet and the  remainder of the  industrial  park is
leased to 19  unrelated  lessees.  The lessees  generally  use the  property for
retail,  manufacturing  and light  industrial  operations.  CO Park's leases are
generally for three to five years. As of December 31, 1999, excluding the square
footage leased to the Company and its affiliates, the facility is 100% occupied.
As of March 31, 2000, the facility is 89% occupied.  This property is subject to
a first mortgage.

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


                            ITEM 3. LEGAL PROCEEDINGS

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

        On  February  7, 1998 a lawsuit  was filed by David  Talbot,  one of the
owners of NDLLC,  against NDAC related to the purchase of the assets and certain
liabilities of NDLLC.  On January 18, 2000, a settlement was reached.  The terms
of the settlement include a payment of $76,000 by NDAC to Talbot.

        NDAC's  management  of minimum  security  correctional  facilities  will
expose it to  potential  third-party  claims or  litigation  by inmates or other
persons for personal injury or other damages,  including  damages arising from a
disturbance  or  riot  at  a  Company-managed   facility.  In  addition,  NDAC's
management  contracts  generally require it to indemnify the governmental agency
against  any  damages  to  which  the  governmental  agency  may be  subject  in
connection with such claims or litigation.

        The Company's  Business Park  operation  occasionally  has disputes with
tenants  regarding  its lease  agreements.  In the opinion of  management,  such
matters 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

        In fiscal  1999,  there were no matters  submitted to a vote of security
holders  through the  solicitation  of proxies or otherwise.  The Company's last
meeting of shareholders was in 1996.



                                    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 "SOONE". 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 1998:
  First quarter                                 .250            .875
  Second quarter                                .375            .375
  Third quarter                                 .06
  Fourth quarter                                .06

Fiscal 1999:
  First quarter                                 .06
  Second quarter                                .06
  Third quarter                                 .06
  Fourth quarter                                .06

Fiscal 2000:
  First quarter  (to March 31, 2000)            .08

Shareholders

        As of March 15, 2000, the Company had 531  shareholders of record.  This
does not include  the holders  whose  shares are held in a  depository  trust in
"street" name. As of March 15, 2000,  1,108,827 shares (or approximately 13%) of
the  issued  and  outstanding  stock was held by  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

Background and Introduction

        Sooner Holdings,  Inc., an Oklahoma corporation (hereinafter referred to
as the  "Company")  was  formed  in 1986 to  enter  the  in-home  soda  fountain
business.  Subsequently,  the Company  evolved into a  multi-subsidiary  holding
company in diverse businesses (see Item 1. "Description of Business" for further
discussion).  During  1996 and  early  1997 the  Company  narrowed  its focus to
Oklahoma real estate while seeking new business opportunities.  In June 1998 the
Company  acquired,  through its  subsidiary  New  Directions  Acquisition  Corp.
("NDAC"),  the  assets  and  certain  liabilities  of New  Direction  Centers of
America, L.L.C. and entered the minimum security correctional business.

Liquidity and Capital Resources - December 31, 1999
compared to December 31, 1998

        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:

                                                   1999            1998
                                                   ----            ----

Deficiency in working capital                   $(96,224)       $(344,852)
                                                ========        =========

        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 Chairman of
the Board and President ("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 the acquisition by NDAC.

        As of April 11, 2000,  the Company  entered  into an agreement  with the
bank holding the first  mortgage on the  Correctional  Facility real property to
extend the due date of the note until June 20, 2001. No other terms changed.

        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.

        In June 1999,  the Company  refinanced the debt on CO Park. The debt was
replaced  by a single  note in the amount of  $2,500,000  payable to a bank with
interest at 8.8% that matures in June 2009.

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

Results of  Operations - The year ended  December 31, 1999  compared to the year
ended December 31, 1998

        The  following  table  illustrates  the  Company's  revenue  mix.  Other
revenues  represent  revenues from the  discontinued  businesses (see discussion
under Item 1. "Description of Business"):

                                        1999                  1998
                                       Amount     %          Amount       %
                                       ------     --         ------       --

  CO Park revenues                  $   362,404   19      $   291,329     28
  NDAC revenues                       1,570,029   81          743,957     72
  Other revenues                          -0-                   4,158     *
                                    -----------           -----------
                Total revenues      $ 1,932,433           $ 1,039,444
                                    ===========           ===========

*less than 1%

        Total  revenues  increased by $892,989 or 86% in fiscal 1999. 93% of the
Company's revenue increase was related to the Company's NDAC subsidiary. In June
1998  the  Company,  acquired  through  NDAC  a  minimum  security  correctional
facility.  For the seven months from June 1998 to December 1998 the Correctional
Business generated  $743,957 of total revenues.  For the year ended December 31,
1999, the Correctional  Business  generated  $1,570,029.  This increase reflects
twelve  months  operations  of the  Correctional  Business in 1999 versus  seven
months operations in 1998. It also reflects a 23% average fee/occupancy increase
per month in 1999 over 1998.

Business  Park  revenues  increased  $71,075 or 24% due to the  releasing of the
space  vacated by one tenant in November  1997 that  accounted  for 21% of total
revenues  for  Business  Park.  In addition,  the  revenues  increased  from the
renegotiated  leases during 1998, which were primarily one year to three to five
year leases at an average  increase  of $.39 per square  foot.  At December  31,
1999,  the Business  Park was 100%  occupied,  net of space used by the Company.
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 maintain
its high occupancy rate.

        Total  operating  expenses  for the year ended  December  31,  1999 were
$1,600,372  as  compared to total  expenses  for the  comparable  1998 period of
$1,035,374.  This represents an increase of $564,998 in total operating expenses
for fiscal 1999,  which  primarily  reflects the  operation of the  Correctional
Business for twelve months in 1999 versus seven months in 1998. The amortization
of the NDAC  intangible  asset  resulted  in an  increase  in  depreciation  and
amortization  expense  in 1999 of $81,157  over the 1998  period.  In  addition,
general and administrative (G&A) expenses,  consisting primarily of professional
and management  fees, also increased due to the acquisition of the  Correctional
Business in June 1998 and operation of the Correction Business for a full twelve
months in 1999.

Going Concern and Management Plans

        The  Company  has  suffered  recurring  losses  from  operations,  has a
shareholders'  deficit of  $684,782,  and has a working  capital  deficiency  of
$96,224.  Although the working capital  deficit has improved by $248,628,  these
factors still 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.

        The Company  acquired a minimum security  correctional  facility in June
1998 and has implemented  plans to improve its liquidity and performance.  These
measures, among other items, include refinancing of long-term debt and reduction
of  operating  and  administrative  expenses.  Management  seeks to  expand  its
correctional  service  operations and believes that this segment will ultimately
result in future growth and profitability of the Company.

        In 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. Business Park has
closed  several of these new leases in 1999 and 1998 at an average  increase  of
$0.24 and $0.39 per square  foot,  respectively.  New leases have  increased  to
approximately  $3.50 per square foot in 1999 to reflect  demand in the market as
well as improvements  included in the leases.  Business Park is actively seeking
to rent any space which becomes vacant at these higher rates.

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, 1999, the Company spent approximately
$38,000 on capital  expenditures  primarily  related to  leasehold  improvements
primarily  at  its   correctional   facility   operations.   The  Company  spent
approximately  $215,000  for  capital  expenditures,   primarily  for  leasehold
improvements,  on its Business Park  operations  during 1999.  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,  it is no doubt  beyond that which would be expected to be  generated
from its current operations.  There can be no assurance that the Company will be
able to obtain any such additional  capital on satisfactory  terms if at all. In
such case, the Company's expansion will be limited and Cunningham's and Aztore's
interest in continuing  to lend money to the Company  would likely  cease.  This
lack of support could lead to foreclosure or bankruptcy.

Factors That May Affect Future Results

        A number of  uncertainties  exist that may affect the  Company's  future
operating results. These include the uncertain general economic conditions,  the
ongoing support of Aztor 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.

               Report of Independent Certified Public Accountants
               --------------------------------------------------

Board of Directors
Sooner Holdings, Inc.

We have audited the accompanying consolidated balance sheets of Sooner Holdings,
Inc.  and  Subsidiaries,  as of  December  31,  1999 and 1998,  and the  related
consolidated statements of operations, stockholders' deficit, and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of Sooner Holdings,
Inc. and  Subsidiaries,  as of December 31, 1999 and 1998, and the  consolidated
results of their operations and their consolidated cash flows for the years then
ended in conformity with generally accepted accounting principles.

As  shown  in the  financial  statements,  the  Company  incurred  a net loss of
$125,915  during the year ended  December  31,  1999 and,  as of that date,  the
Company's  current  liabilities  exceeded its current  assets by $96,224 and its
total liabilities  exceeded its total assets by $684,782.  These factors,  among
others, as discussed in Note A to the consolidated  financial statements,  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's  plans in regard to these matters are also described in Note A. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

GRANT THORNTON LLP


Oklahoma City, Oklahoma
April 5, 2000


                     Sooner Holdings, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS

                                  December 31,


                         ASSETS                         1999           1998
                                                     -----------    -----------

CURRENT ASSETS
  Cash and cash equivalents ......................   $   177,899    $    36,792
  Restricted cash ................................        36,409           --
  Accounts receivable, net of allowance
    of $7,013 in 1999 and $2,362 in 1998 .........       134,663        137,139
  Other current assets ...........................        40,189         41,244
                                                     -----------    -----------

                Total current assets .............       389,160        215,175

PROPERTY AND EQUIPMENT, net ......................     2,966,550      2,828,342

INTANGIBLE ASSETS, net of accumulated
  amortization of $308,364 in 1999
  and $113,607 in 1998 ...........................     1,444,429      1,639,186

OTHER ASSETS .....................................       467,509        294,941
                                                     -----------    -----------

                                                     $ 5,267,648    $ 4,977,644
                                                     ===========    ===========

       LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable ...............................   $   149,163    $   142,821
  Accrued liabilities ............................       243,973        364,340
  Deferred revenue ...............................        36,106         33,882
  Current portion of notes and royalty payable ...        56,142         58,984
                                                     -----------    -----------

                Total current liabilities ........       485,384        600,027

NOTES PAYABLE, less current portion and net
  of discount of $215,334 in 1999 and
  $425,667 in 1998 ...............................     5,039,884      4,470,379

ROYALTY PAYABLE, less current portion and net
  of discount of $821,085 in 1999 and
  $888,130 in 1998 ...............................       427,162        432,915

OTHER LIABILITIES ................................          --           33,190

COMMITMENTS AND CONTINGENCIES ....................          --             --

STOCKHOLDERS' DEFICIT
  Preferred stock - undesignated; authorized,
     10,000,000 shares; issued and
     outstanding, none ...........................          --             --
  Common stock - $.001 par value; authorized,
     100,000,000 shares; issued and outstanding,
     8,471,350 shares ............................         8,471          8,471
  Additional paid-in capital .....................     5,532,907      5,532,907
  Accumulated deficit ............................    (6,226,160)    (6,100,245)
                                                     -----------    -----------
                                                        (684,782)      (558,867)
                                                     -----------    -----------

                                                     $ 5,267,648    $ 4,977,644
                                                     ===========    ===========

        The accompanying notes are an integral part of these statements


                     Sooner Holdings, Inc. and Subsidiaries
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                            Year ended December 31,


                                                         1999           1998
                                                     -----------    -----------

Revenues
  Rental revenues ................................   $   362,404    $   291,329
  Service revenues ...............................     1,570,029        748,115
                                                     -----------    -----------
                Total revenues ...................     1,932,433      1,039,444

Expenses
  Cost of services ...............................       752,723        517,292
  General and administrative .....................       551,662        318,757
  Depreciation and amortization
    of intangible assets .........................       295,987        199,325
                                                     -----------    -----------

                Total operating expenses .........     1,600,372      1,035,374

                Income from operations ...........       332,061          4,070

Other expense ....................................        32,274         57,972
Interest expense .................................       611,712        411,376
                                                     -----------    -----------
                                                         643,986        469,348
                                                     -----------    -----------

                Loss before income taxes
                  and extraordinary item .........      (311,925)      (465,278)

Income tax benefit - deferred ....................        70,000           --
                                                     -----------    -----------

                Loss before extraordinary item ...      (241,925)      (465,278)

Extraordinary gain on extinguishment of debt,
  net of income taxes of $70,000 .................       116,010           --
                                                     -----------    -----------

                NET LOSS .........................   $  (125,915)   $  (465,278)
                                                     ===========    ===========

Basic and diluted loss per common share

  Loss before extraordinary item .................   $      (.03)   $      (.06)
  Extraordinary gain .............................           .02           --
                                                     -----------    -----------

  Basic and diluted loss per common share ........   $      (.01)   $      (.06)
                                                     ===========    ===========

  Weighted average common shares outstanding .....     8,471,350      8,054,333
                                                     ===========    ===========

         The accompanying notes are an integral part of these statements


                     Sooner Holdings, Inc. and Subsidiaries
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

                     Years ended December 31, 1999 and 1998
<TABLE>
<CAPTION>


                                           Common stock          Additional      Total
                                    -------------------------     paid-in     Accumulated   stockholders'
                                       Shares        Amount       capital       deficit        deficit
                                    -----------   -----------   -----------   -----------    -----------
<S>                                   <C>         <C>           <C>           <C>            <C>
Balance at January 1, 1998 ......     7,471,350   $     7,471   $ 5,497,907   $(5,634,967)   $  (129,589)

Net loss ........................          --            --            --        (465,278)      (465,278)

Issuance of common stock (note K)     1,000,000         1,000        35,000          --           36,000
                                    -----------   -----------   -----------   -----------    -----------

Balance at December 31, 1998 ....     8,471,350         8,471     5,532,907    (6,100,245)      (558,867)

Net loss ........................          --            --            --        (125,915)      (125,915)

Balance at December 31, 1999 ....     8,471,350   $     8,471   $ 5,532,907   $(6,226,160)   $  (684,782)
                                    ===========   ===========   ===========   ===========    ===========
</TABLE>
         The accompanying notes are an integral part of these statements


                     Sooner Holdings, Inc. and Subsidiaries
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                            Year ended December 31,


                                                        1999           1998
                                                     -----------    -----------

Increase (Decrease) in Cash

Cash flows from operating activities
  Net loss .......................................   $  (125,915)   $  (465,278)
  Adjustments to reconcile net loss to
    net cash used in operating activities
      Depreciation and amortization ..............       295,987        199,325
      Accretion of interest ......................       152,000         88,666
      Write-off of other assets ..................        27,315           --
      Loss on  disposition  of property
        and equipment ............................        16,817           --
      Extraordinary gain on extinguishment of debt      (186,010)          --
      Changes in assets and liabilities
        Accounts receivable ......................         2,476        (50,526)
        Other current assets and other assets ....       (88,751)       (74,998)
        Accounts payable .........................         6,342        (78,618)
        Accrued liabilities and other liabilities       (153,556)       252,846
        Deferred revenue .........................         2,224         31,049
                                                     -----------    -----------

          Net cash used in operating activities ..       (51,071)       (97,534)

Cash flows used in investing activities
  Purchase of property and equipment .............      (253,443)      (179,172)
  Increase in restricted cash ....................       (36,409)          --
                                                     -----------    -----------

          Net cash used in investing activities ..      (289,852)      (179,172)

Cash flows from financing activities
  Borrowings on notes payable ....................     3,265,111        817,783
  Repayments of notes payable ....................    (2,665,237)      (466,767)
  Royalty payments ...............................        (4,955)       (42,000)
  Loan financing fees ............................      (112,889)          --
                                                     -----------    -----------

          Net cash provided by
            financing activities .................       482,030        309,016
                                                     -----------    -----------

          NET INCREASE IN CASH ...................       141,107         32,310

Cash at beginning of year ........................        36,792          4,482
                                                     -----------    -----------

Cash at end of year ..............................   $   177,899    $    36,792
                                                     ===========    ===========

Cash paid for interest ...........................   $   532,254    $   272,814
                                                     ===========    ===========


Supplemental Disclosure of Noncash Investing and Financing Activities

Conversion of accrued liabilities to notes payable   $      --      $    71,344
                                                     ===========    ===========

During the year ended  December  31,  1999,  the Company had debt  principal  of
approximately   $329,000  and  accrued   interest  of   approximately   $137,000
extinguished in exchange for the issuance of notes payable of $300,000 (note I).

During the year ended December 31, 1998,  the Company  purchased a business with
the following liabilities assumed:

  Assets acquired                                                    $2,517,082
  Stock issued                                                           36,000
                                                                     ----------

               Liabilities assumed                                   $2,481,082
                                                                     ==========

         The accompanying notes are an integral part of these statements


                     Sooner Holdings, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1999 and 1998


NOTE A - ORGANIZATION AND OPERATIONS

  Sooner Holdings,  Inc. ("Sooner" or the "Company"),  an Oklahoma  corporation,
  through its subsidiaries, conducts business in two primary industries. Charlie
  O Business Park Incorporated ("Business Park") is engaged in the ownership and
  rental  of  a  business  park  in  Oklahoma  City,  Oklahoma.  New  Directions
  Acquisition  Corp.  ("NDAC") is a subsidiary of the Company (see Note K) which
  operates a minimum security  correctional  facility.  During 1998,  management
  discontinued  the  operations of SD  Properties,  Inc.  ("SDPI") and Charlie O
  Beverages,  Inc.  ("Beverage"),  the  effect  of  which  was not  material  to
  consolidated  operations.   SDPI  acted  as  a  marketing  representative  for
  construction   contractors  to  develop  business   opportunities   for  those
  contractors  for a fee,  which  sometimes  included  a warranty  coverage  for
  mechanical  contracting services.  Beverage was engaged in the distribution of
  an in-home soda fountain appliance which prepared carbonated beverages.

  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 stockholders' deficit of $684,782, and
  has a working  capital  deficiency  of $96,224 as of December 31, 1999.  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.  The  Company  acquired  a minimum  security  correctional
  facility  effective  June 1, 1998 and has  implemented  plans to  improve  its
  liquidity  and  performance.   These  measures,  among  other  items,  include
  refinancing  of long-term  debt and reduction of operating and  administrative
  expenses.  Management seeks to expand its correctional  service operations and
  believes  that this  segment  will  ultimately  result in  future  growth  and
  profitability  of the  Company;  however,  there is no  assurance  that  these
  objectives can be achieved.

NOTE B - SUMMARY OF ACCOUNTING POLICIES

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

  1.      Principles of Consolidation

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

  2.      Revenue Recognition

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

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

  3.      Cash and Cash Equivalents

  The  Company  considers  money  market  accounts  and all highly  liquid  debt
  instruments  purchased  with a  maturity  of three  months  or less to be cash
  equivalents.  Restricted  cash consists  primarily of a certificate of deposit
  ("CD") pledged as collateral for a note payable.

  4.      Property and Equipment

  Property and equipment is stated at cost.  Depreciation  is provided using the
  straight-line  method over the estimated  useful lives of five to forty 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.

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

  5.      Intangible Assets

  Intangible  assets consist of contract rights which resulted from the business
  acquisition   (see  Note  K).  These   rights  are  being   amortized  by  the
  straight-line method over nine years. Amortization expense for the years ended
  December 31, 1999 and 1998 was $194,757 and $113,607, respectively.

  6.      Other Assets

  Other assets include  unamortized loan commitment fees and investments in CDs,
  carried at cost, which approximates market value. The loan commitment fees are
  amortized using the straight-line method over the life of the loan, which does
  not differ  materially from the effective  interest method.  The investment in
  CDs is pledged as  collateral on a long-term  note payable and is  unavailable
  for current operations.

  7.      Discount on Notes and Royalty Payables

  Discounts  on  notes  and  royalty   payables   resulting  from  the  business
  acquisition  (see Note K) are amortized by the effective  interest method over
  the term of the underlying  obligation.  Accretion of interest for the balloon
  note was $152,000 and $88,666 for the years ended  December 31, 1999 and 1998,
  respectively.

  8.      Income Taxes

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

  9.      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. All of the Company's  financial  instruments  are held for
  purposes other than trading.  The Company  believes that the carrying value of
  all of its  monetary  assets  and  liabilities  approximates  fair value as of
  December 31, 1999.

  10.     Loss Per Common Share

  Basic loss per share has been computed on the basis of weighted average common
  shares outstanding  during each period.  Diluted loss per share is the same as
  basic loss per share as the  Company  has no  outstanding  dilutive  potential
  common shares.

  11.     Use of Estimates

  The preparation of financial  statements in conformity with generally accepted
  accounting  principles  requires  management to make estimates and assumptions
  that affect certain  reported  amounts and  disclosures;  accordingly,  actual
  results could differ from those estimates.

  12.     Reclassifications

  Certain  reclassifications  have been made to the 1998 financial statements to
  conform to the 1999 presentation.

NOTE C - PROPERTY AND EQUIPMENT

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

                                    Useful life      1999            1998
                                    -----------   -----------     ----------

    Land                                 -        $1,311,400      $1,311,400
    Buildings and improvements          2-40       2,132,251       1,897,988
    Machinery and equipment             5-12          55,471          95,192
    Vehicles                             5            51,281          42,531
                                                  ----------      ----------
                                                   3,550,403       3,347,111
      Less accumulated depreciation                  583,853         518,769
                                                  ----------      ----------

                                                  $2,966,550      $2,828,342
                                                  ==========      ==========

  Depreciation  expense totaled $98,418 and $84,289 for the years ended December
  31, 1999 and 1998, respectively.

NOTE D - OTHER ASSETS

  Other assets are comprised of the following as of December 31:

                                                     1999            1998
                                                  ----------      ----------

  Loan commitment fee                             $  112,889      $   27,941
  Certificates of deposit                            267,000         267,000
  Related party receivable                            87,620            --
                                                  ----------      ----------

                                                  $  467,509      $  294,941
                                                  ==========      ==========

  Amortization  expense  totaled  $2,812 and $1,500 for the years ended December
    31, 1999 and 1998, respectively.

NOTE E - NOTES PAYABLE

  Notes payable consist of the following at December 31:

                                                         1999           1998
                                                      ----------     ----------

     Installment note payable to bank, interest at
     bank's prime plus 3% per annum, guaranteed by
     a   stockholder,   officer,   and   director;
     collateralized  by  real  estate;   paid  off
     during 1999 as part of debt refinancing           $     --      $   922,556

     Notes  payable to related  parties,  interest
     ranging from 10% to 15% per annum, payable on
     demand     after     January     1,     2001;
     uncollateralized                                     914,946      1,074,042

     Oklahoma    Industrial    Finance   Authority
     ("OIFA")   loan,    variable   interest   and
     principal payments due monthly, guaranteed by
     a   stockholder,   officer,   and   director;
     collateralized  by real estate and equipment;
     paid  off   during   1999  as  part  of  debt
     refinancing                                             --          399,176

     Installment note payable to bank, interest at
     bank's prime plus 3% per annum, guaranteed by
     a   stockholder,   officer,   and   director;
     collateralized  by  real  estate;   paid  off
     during  1999 as part  of debt  refinancing              --          264,343

     Note   payable  to   individual,   no  stated
     interest rate, due on demand;  collateralized
     by real estate;  paid off during 1999 as part
     of debt refinancing                                     --          135,000

     Note  payable to bank,  payments  of interest
     only due  monthly,  interest at bank's  prime
     plus  .5%,   guaranteed  by  a   stockholder,
     officer, and director, uncollateralized; paid
     off during 1999 as part of debt refinancing             --           98,800

     Note  payable to bank,  payments  of interest
     only due quarterly, interest at bank's prime,
     guaranteed  by a  stockholder,  officer,  and
     director;  uncollateralized;  paid off during
     1999 as part of debt refinancing                        --           40,233

     Note  payable  to bank,  payable  in  monthly
     installments  of  $500,  interest  at  bank's
     prime    (7.75%)    plus   1%   per    annum;
     collateralized by inventory;  paid off during
     1999 as part of debt refinancing                        --            7,294

     Balloon  promissory  note  payable to related
     party,  10% stated  interest  per annum,  15%
     effective   interest   rate,   principal  and
     interest due June 1, 2001;  collateralized by
     a second  mortgage on land and building,  net
     of  discount  of  $215,334  and  $425,667  at
     December  31,  1999  and  1998,  respectively      1,115,666        905,333

     Note  payable to bank,  interest  at New York
     prime  plus  2%;  collateralized  by a  first
     mortgage on land, building,  and certificates
     of  deposit;  due April 20,  2000 (1)                551,777        584,170

     Other notes payable to banks,  interest rates
     ranging  from  9.5% to 9.75%,  principal  and
     interest due in January 1999;  collateralized
     by vehicle                                              --           54,029

     Revolving  line  of  credit  with  Bank  One,
     maximum  credit  limit of  $35,000,  interest
     payable  monthly at 3.25% over  bank's  prime
     rate,    principal    payable    May    2005;
     uncollateralized                                      10,000         35,342

     Installment  note payable,  interest at 8.8%,
     due August 1, 2009;  collateralized  by first
     mortgage on real estate                            2,493,795           -

     Note  payable to related  party,  interest at
     10%, due on demand                                     4,090          4,090
                                                       ----------     ----------
                                                        5,090,274      4,524,408
        Less current portion                               50,390         54,029
                                                       ----------     ----------

                                                       $5,039,884     $4,470,379
                                                       ==========     ==========

     (1) The Company has entered  into an agreement  with the bank to extend the
         due date. Current maturities are reflected herein.

  The Company  extinguished  a note payable to an  individual  of  approximately
  $135,000 for less than the carrying  amount.  The  transaction  resulted in an
  extraordinary gain of approximately  $10,000,  net of an income tax expense of
  approximately $5,000.

   Aggregate future maturities of debt at December 31, 1999 are as follows:

        Year ending December 31
                2000                                            $   50,390
                2001                                             2,781,516
                2002                                                18,002
                2003                                                19,676
                2004                                                20,872
                Thereafter                                       2,415,152
                                                                ----------
                                                                 5,305,608
                Less amount representing discount on debt          215,334
                                                                ----------

                                                                $5,090,274
                                                                ==========

NOTE F - ROYALTY PAYABLE

  As a part of the  business  acquisition  (see Note K), the  Company  assumed a
  royalty payable to an individual.  The agreement calls for monthly payments of
  the greater of $6,000 or 6% of the total gross  monthly  income of NDAC.  This
  agreement  expires  on April 30,  2017.  Future  minimum  payments  under this
  agreement total $1,254,000.  A discount of $934,260 was imputed at the date of
  purchase by management  using a 15% interest  rate.  Interest  expense for the
  years ended December 31, 1999 and 1998 was approximately  $67,000 and $28,000,
  respectively.

  Aggregate future principal  maturities of royalty payable at December 31, 1999
  are as follows:

        Year ending December 31
                2000                                $    5,752
                2001                                     6,677
                2002                                     7,750
                2003                                     8,996
                2004                                    10,442
                Thereafter                             393,297
                                                    ----------
                                                       432,914
                Less current portion                     5,752
                                                    ----------
                                                    $  427,162
                                                    ==========

NOTE G - STOCKHOLDERS' 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, 1999.

  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, 1999.

NOTE H - INCOME TAXES

  The Company's  effective  income tax rate differed from the federal  statutory
  rate of 34% as follows at December 31:

                                                         1999           1998
                                                      ----------     ----------

    Income taxes at federal statutory rate            $ (106,055)    $ (158,194)
    Change in valuation allowance, net of change
      in estimate of deferred tax liability               47,128        200,011
    Nondeductible expenses                                   373            970
    State income taxes at statutory rate                 (17,600)       (26,055)
    Other                                                  6,154        (16,732)
                                                      ----------     ----------

                 Total tax benefit                    $  (70,000)    $     --
                                                      ==========     ==========

  Components of deferred taxes are as follows at December 31:

                                                   1999                 1998
                                               -----------          -----------

    Assets

      Accounts receivable                      $     1,755          $      --
      Property and equipment                        26,751               59,482
      Inventories                                     --                 37,626
      Intangible assets                            189,505              160,126
      Tax loss carryforward                      1,710,286            1,661,588
      Valuation allowance                       (1,520,720)          (1,813,775)
                                               -----------          -----------
                                                   407,577              105,047

    Liabilities

      Royalty payable and accrued liabilities     (407,577)            (105,047)
                                               -----------          -----------

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

  The valuation  allowance  decreased  $293,055 and  increased  $200,011 for the
  years ended December 31, 1999 and 1998, respectively.

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

  At December 31, 1999, the Company has net operating loss carryforwards for tax
  purposes of approximately $4,532,000 which will expire between 2003 and 2019.

NOTE I - RELATED PARTY TRANSACTIONS

  Aztore Holdings, Inc. and Affiliates
  ------------------------------------

  The  Company  had  an  advisory  agreement  with  Aztore  Holdings,  Inc.  and
  affiliates  ("Aztore") wherein Aztore acts as the Company's financial advisor.
  Aztore received an annual fee equal to 5% of the Company's gross revenues,  as
  defined in the advisory agreement. This agreement was terminated on January 1,
  1999.  Total fees of $52,267 were recorded  pursuant to this agreement for the
  year ended December 31, 1998.  Aztor owns  approximately  12% of the Company's
  common stock.

  Employment Contract
  -------------------

  During 1998,  the Company had an  incentive  compensation  agreement  with its
  president and chairman. Under the agreement, he earned a cash fee of 5% of the
  Company's gross revenues,  payable on a quarterly basis. Total compensation of
  $52,267 was recorded  pursuant to this  agreement for the year ended  December
  31, 1998. This agreement was terminated on January 1, 1999.

  New Directions Centers of America LLC
  -------------------------------------

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

  Management Agreement
  --------------------

  The management of the operation of its acquired  facility is  subcontracted to
  C&R Investments  LLC ("CRI").  The owner of CRI owns  approximately  3% of the
  Company's  common  stock.  Fees paid to CRI under  this  management  agreement
  totaled  $60,000 and $35,000 for each of the years ended December 31, 1999 and
  1998, respectively.

  Other Agreement
  ---------------

  During 1999, the Company  contracted with a corporation  owned by the son of a
  director  to  provide  certain  management  services.  Fees  paid  under  this
  agreement totaled $36,000 for the year ended December 31, 1999.

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

  The following  table reflects  amounts owed to related  parties as of December
  31:
                                        1999                      1998
                               -----------------------   -----------------------
                                             Accounts                  Accounts
                                 Notes     payable and     Notes     payable and
                                payable,     accrued      payable,     accrued
                                   net     liabilities       net     liabilities
                               ----------   ----------   ----------   ----------

    President and Chairman ..  $  614,946   $   89,106   $  730,042   $   46,862
    Aztore .................      300,000       10,811      314,217      110,719
    CRI ....................         --          5,456       29,783         --
    NDLLC ..................    1,115,666         --        905,333       58,333
    Talbot .................        4,090          818         --         83,452
                               ----------   ----------   ----------   ----------
    Total related party
      liabilities              $2,034,702   $  106,191   $1,979,375   $  299,366
                               ==========   ==========   ==========   ==========

  During 1999, the Company reached an agreement to restructure notes payable and
  accrued  interest of  approximately  $450,000 to Aztore.  In exchange  for the
  notes payable and accrued interest, two new notes were issued for $120,000 and
  $180,000 bearing interest at 10%. The transaction resulted in an extraordinary
  gain of approximately  $107,000, net of an income tax expense of approximately
  $64,000.

  The Company has an account receivable from NDLLC related to legal fees paid by
  the Company on behalf of NDLLC in defense of a lawsuit. The receivable balance
  at December 31, 1999 was $87,620.

  In addition,  the president and chairman has personally guaranteed $551,777 of
  the Company's notes payable (see Note E).

NOTE J - LEASES

  The Company's  subsidiary,  Business Park, leases commercial business sites to
  several different entities. Minimum future rentals on noncancelable leases are
  as follows at December 31, 1999:

                2000                        $   432,958
                2001                            397,365
                2002                            298,713
                2003                            136,436
                2004                             43,002
                                            -----------

                                            $ 1,308,474
                                            ===========

NOTE K - BUSINESS COMBINATIONS

  The  Company   acquired  all  of  the  assets  and  assumed  certain  specific
  liabilities of NDLLC and Horizon Lodges of America, Inc. ("Horizon") effective
  June 1,  1998.  NDLLC and  Horizon  owned  and  operated  a  minimum  security
  correctional  facility  for women.  The  acquisition  included the issuance of
  1,000,000 shares of Company common stock, the issuance of a note payable,  and
  assumption of certain liabilities.

  This business  combination has been accounted for using the purchase method of
  accounting and the accompanying  consolidated financial statements include the
  operations of this business subsequent to the date of acquisition.

  A summary of the purchase price at June 1, 1998 is as follows:

    Issuance of 1,000,000 shares of common stock valued
      at $.036 per share                                      $    36,000
    Issuance of balloon note payable (see Note E), net
      of discount of $456,000                                     875,000
    Assumption  of notes  payable  and other  liabilities       1,154,342
    Assumption  of royalty  payable,  net of
      discount of $934,260                                        451,740
                                                              -----------

                     Total purchase price                     $ 2,517,082
                                                              ===========

  This purchase  price was allocated to the tangible and  intangible  net assets
  based on their fair values. Approximately $1,750,000 was allocated to contract
  rights  acquired;  approximately  $450,000  was  allocated  to facility  land,
  building, and equipment;  approximately $227,000 was allocated to certificates
  of deposit; and the remaining amount of approximately $90,000 was allocated to
  accounts  receivable  and  other  assets.  The  contract  rights  relate to an
  annually renewable contract with the Oklahoma Department of Corrections.  This
  intangible  asset  is  being  amortized  over  a  nine-year  period  which  is
  management's estimate of the expected life of the contract.

  The  following   summarized  pro  forma  unaudited   information  assumes  the
  acquisition had occurred on January 1, 1997:

                                           Year ended December 31,
                                         ----------------------------
                                            1998             1997
                                         -----------      -----------

    Revenues                             $ 1,286,572      $ 1,363,445
                                         ===========      ===========

    Net loss                             $  (649,102)     $  (475,255)
                                         ===========      ===========

    Loss per common share                $      (.08)     $      (.06)
                                         ===========      ===========

  The above  amounts  are  based  upon  certain  assumptions  which the  Company
  believes are reasonable.  The pro forma results do not  necessarily  represent
  results which would have occurred if the business  combination had taken place
  at the date and on the basis assumed above.

NOTE L - COMMITMENTS AND CONTINGENCIES

  During  1998,  a lawsuit  was filed by Talbot (see Note I) against the Company
  related to the purchase of NDLLC and Horizon. On January 18, 2000, a tentative
  settlement  was  reached.  The terms of the  settlement  include a payment  of
  approximately  $76,000  by the  Company to Talbot  during  2000 and a deferred
  payment of  approximately  $11,000 as  consideration  for  dropping all claims
  against the Company.

  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.

NOTE M - SEGMENT INFORMATION

  The Company  operates in the following two  segments:  commercial  leasing and
  correctional facility operation. Information concerning the Company's business
  segments is as follows as of and for the years ended December 31:

                                                   1999                 1998
                                               -----------          -----------

    Revenues
      Commercial leasing .............         $   362,404          $   291,329
      Correctional facility ..........           1,570,029              748,115
                                               -----------          -----------

                   Total .............         $ 1,932,433          $ 1,039,444
                                               ===========          ===========

    Segment profit (loss)
       Commercial leasing ............         $  (186,591)         $   (26,398)
       Correctional facility .........            (124,905)            (240,810)
       Corporate .....................                (429)            (198,070)
                                               -----------          -----------

                   Total .............         $  (311,925)         $  (465,278)
                                               ===========          ===========

    Identifiable assets
       Commercial leasing ............         $ 2,605,171          $ 2,309,596
       Correctional facility .........           2,553,501            2,662,992
       Corporate .....................             369,252              448,845
       Eliminations ..................            (260,276)            (443,789)
                                               -----------          -----------

                   Total .............         $ 5,267,648          $ 4,977,644
                                               ===========          ===========

    Depreciation and amortization
       Commercial leasing ............         $    62,574          $    48,454
       Correctional facility .........             233,413              134,204
       Corporate .....................                --                 16,667
                                               -----------          -----------

                   Total .............         $   295,987          $   199,325
                                               ===========          ===========

    Capital expenditures
       Commercial leasing ............         $   215,462          $   112,427
       Correctional facility .........              37,981               66,745
                                               -----------          -----------

                   Total .............         $   253,443          $   179,172
                                               ===========          ===========

    Interest expense
       Commercial leasing ............         $   212,980          $   187,103
       Correctional facility .........             345,098              176,683
       Corporate .....................              53,634               47,590
                                               -----------          -----------

                  Total .............          $   611,712          $   411,376
                                               ===========          ===========

  Identifiable assets are those assets used in the Company's  operations in each
  area. Corporate income includes general and administrative costs and corporate
  assets consist primarily of cash and other current assets.

NOTE N - SIGNIFICANT CUSTOMERS

  The  Company   contracts  with  various   governmental   agencies  to  provide
  correctional  services.  The  contracts  generally  specify for the Company to
  provide correctional services,  including complete residential services. As of
  December 31, 1999 and 1998, the Company had one significant  contract with the
  Oklahoma Department of Corrections.  Compensation paid to the Company is based
  on a per-person,  per-day basis.  Revenues generated from this contract during
  1999 and 1998 comprised 81% and 72% of total Company  revenues,  respectively.
  This contract is renewable annually.


    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 of Sooner Holdings, Inc.

        The current directors of the Company and their principal  occupation are
listed  below.  R.C.  Cunningham  III is the  son of  R.C.  Cunningham  II,  the
president and chairman.  The following has been  furnished to the Company by the
respective  nominees for director.  The ownership amount and percent  represents
shares of the Company's  common stock  beneficially  owned by each of them as of
March 15, 2000:

                           Director                              Ownership (1)
      Name            Age   Since     Principal occupation      Amount   Percent
      ----            ---   -----     --------------------      ------   -------

R. C. Cunningham II    73  6/1/89     Chairman and President,
                                      Sooner Holdings, Inc.    4,717,413  55.69%

Michael S. Williams(2) 53  12/15/93   President, Aztore
                                      Holdings, Inc.
                                      (resigned 12/31/99)      1,006,256  11.88%

Ron Alexander, Sr.(3)  58  12/31/99   Vice President, New
                                      Direction Acquisition
                                      Corp.(apptd 12/31/99)      242,000   2.86%

R.C. Cunningham III    35  7/3/97     Mortgage broker             72,129    *

------------------
*     less than 1%

(1)  The amount and percent of ownership is based on the total shares of co mmon
     stock outstanding of 8,471,350 shares as of March 15, 2000.

(2)  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).

(3)  Include 242,000 shares owned by C&R  Investments,  LLC ("CRI") of which Mr.
     Alexander  is  President  and sole  owner  (see  further  discussion  under
     "Relationship  with C&R Investments"  under Item 12. Certain  Relationships
     and Related Transactions).

Directors of the Subsidiaries

       Name         Age   Principal occupation    Subsidiary      Director since
       ----         ---   --------------------    ----------      --------------

R. C. Cunningham II  73   Chairman and President,
                          Sooner Holdings, Inc.    CO Park           6/1/89
                                                   NDAC              9/4/97

R. C. Cunningham III 35   Mortgage broker,
                          American  Mortgage
                          Bankers, Inc.            CO Park           7/3/97
                                                   NDAC              9/4/97

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.

        R. C.  Cunningham  III.  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 and of NDAC since  September
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.

        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.

Ronnie M.  Alexander,  58, became a director of the Company in 1999 and has been
Director of Operations of NDAC since 1996.  He was appointed  Vice  President of
NDAC as of December 31, 1999. His employment  background  includes various sales
positions,  commercial real estate broker, and retail management positions.  Mr.
Alexander holds a degree from the University of Oklahoma.

Executive Officers, Promoters and Control Persons

        The current  executive  officers  of the  Company as of March 15,  2000,
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.
R. C.  Cunningham  III is the son of R. C.  Cunningham  II,  the  president  and
chairman of the Company.

        Name         Age                  Title                    Officer since
        ----         ---                  -----                    -------------

R. C. Cunningham II   73   CEO and President, Sooner Holdings, Inc.   6/1/88 *
                           CEO and President, Charlie O Business
                             Park Incorporated                       3/15/91 *
                           CEO and President, New Directions
                             Acquisition Corp.                        9/4/97 *

Ron Alexander, Sr.    58   Vice President, New Directions
                             Acquisition Corp.                        6/1/98

R. C. Cunningham III  35   Secretary, Sooner Holdings, Inc.           7/3/97
                           Treasurer, Sooner Holdings, Inc           3/31/98
                           Secretary and Treasurer, Charlie O
                             Business Park Incorporated               7/3/97
                           Secretary and Treasurer, New
                             Directions Acquisition Corp.             9/4/97 *

--------------------
*       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 1999 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, 1999:

        Name            Primary capacity in which served*       Compensation (1)
        ----            ---------------------------------       ---------------


R. C. Cunningham II(2)  Chairman of the Board and President;
                        Sooner Holdings, Inc.                    $     -0-

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

Ron Alexander, Sr.      Vice President, New Directions
                          Acquisition Corp.                      $     -0-


All Executive Officers as a Group (3 persons)                    $     -0-

-------------------------
*    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 received cash compensation in
     excess of $60,000.  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). This agreement was terminated December 31, 1998.

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 March 15,  2000,  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,  1999.  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, 1999.

Compensation  Pursuant  to Plans  Including  Pension,  Stock  Option,  and Stock
Appreciation Rights Plans

        As of March 15, 2000,  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,  1999,  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 March  15,  2000 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.

                             Number of
Name and Address of          common              Percent
Beneficial Owners            shares (1)         of Class


        R. C. Cunningham II (5)
        2680 W. Interstate 40
        Oklahoma City, OK  73108                4,717,413       55.69%

        Sheldon L. Miller  (2)
        3000 Town Center, Ste. 1700
        Southfield, MI  48075                     502,718        5.93%

        Michael S. Williams (3) (6)
        3710 E. Kent Drive
        Phoenix, AZ  85044                      1,006,256       11.88%

        Lanny R. Lang (4)
        3536 E. Saltsage Drive
        Phoenix, AZ  85044                        729,183        8.61%

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

        Ron Alexander, Sr. (7)(8)
        2901 McGee Street
        Norman, OK  73072                         242,000        2.86%

        All officers and directors as
          a group (4 persons)                   5,553,798       70.43%

----------------------
*       less than 1%

        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 8,471,350 shares.

(2)  Mr. Miller owns  approximately 30% of Aztore,  which he received under that
     company's  bankruptcy  plan, but has waived  dispositive  control of shares
     owned by Aztore and, therefore, such shares are not included.

(3)  Includes  384,809 shares owned by Aztor 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.

(7) An officer of a subsidiary.

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


            ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        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 "1999 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 which could not
be  delivered to  ShareData's  creditors  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. This agreement was terminated December 31, 1998.

        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
AuctionTelevision  Network,  Inc. ("ATVN") owned by the Company as consideration
for payment of a $39,000 note payable, or $.15 per ATVN share.

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

Relationship with R.C. Cunningham II

        In December  1993,  the Company  entered into an Incentive  Compensation
Agreement with Cunningham.  This agreement  provided  remuneration to Cunningham
based only on the Company's  revenue  performance.  Cunningham  received no base
compensation,  but would  receive a cash  incentive  fee of 5% of the  Company's
gross revenues  payable on a quarterly  basis.  Also,  Cunningham has personally
guaranteed  $551,777  of  the  Company's  notes  payable.   This  agreement  was
terminated December 31, 1998.

Relationship with C&R Investments

        C&R Investments L.L.C. ("CRI"), is an Oklahoma City, Oklahoma-investment
firm.  Mr. Ron  Alexander,  Sr. has been the Vice  President  of New  Directions
Acquisition Corp. (the "Correction Business"), a subsidiary, since December 1999
and is the managing director for CRI. The management of the operation of NDAC is
subcontracted to CRI. Fees paid to CRI under this management  agreement  totaled
$60,000 for the year ended December 31, 1999. CRI owns  approximately  3% of the
Company's common stock.


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

Exhibits

   Item No.                    Description                            footnote
   --------                    -----------                            --------

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

10.1 thru 10.11  Material contracts                                     (1)

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

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

10.15            Promissory Note between Sooner Holdings, Inc.
                   and Bulldog Investment Company, an Arizona
                   limited liability company                            Ex-1

10.16            Promissory Note between Sooner Holdings, Inc.
                   and Aztore Holdings, Inc., an Arizona corporation    Ex-2

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

16.1             Letter re: change in certifying accountant             (1)

16.2             Letter re: change in certifying accountant             (3)

16.3             Letter re: change in certifying accountant             (4)

19.1 thru 19.6   Other agreements                                       (1)

22.1             Subsidiaries of the registrant                         Ex-4

Footnotes:

(1)  Incorporated  by reference to the Company's  Form 10-KSB for the year ended
     December 31, 1995 (file no. 0-18344).
(2)  Filed as an Exhibit to the  Company's  Form 8-K,  filed June 23, 1999 (file
     no. 0-18344).
(3)  Filed as an Exhibit to the Company's  Form 8-K/A,  filed May 11, 1999 (file
     no. 0-18344).
(4)  Filed as an Exhibit to the  Company's  Form 8-K,  filed June 16, 1999 (file
     no. 0-18344).


Reports on Form 8-K

        The Company  has filed no reports on Form 8-K during the fourth  quarter
of 1999.


                                   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 13, 2000


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


                                        By: 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.

                Signature               Title                           Date
                ---------               -----                           ----


                                Chairman of the Board, Chief
R. C. Cunningham II             Executive Officer and President         4/13/00
------------------------
R. C. Cunningham II



R. C. Cunningham III            Secretary, Treasurer and Director       4/13/00
------------------------
R. C. Cunningham III



Ronnie M. alexander             Director                                4/13/00
------------------------
Ronnie M. Alexander