U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
  AMENDMENT NO. 2 TO
 FORM 10-K
 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2010
 
 OR
 
 [ ] TRANSITION UNDER SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ________ to ________
 
 Commission File Number0-18344
 
 SOONER HOLDINGS, INC.
 (Exact name of registrant as specified in its charter)
 Oklahoma

(state of

incorporation)

73-1275261

(IRS Employer

I.D. Number)
 127 Northwest 62nd Street, Suite A
 Oklahoma City, OK   73118
 (405) 848-7575
 ____________________________________________________
 (Address and telephone number of registrant's principal
 executive offices and principal place of business)
 
 Securities registered under Section 12(b) of the Exchange Act:  None
 
 Securities registered under Section 12(g) of the Exchange Act:
 Common Stock, $0.001 par value
 
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [   ]    No [X]
 
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes [   ]    No [X]
 
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   [X]     No  [   ]
   
 
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [X]
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
  Large accelerated filer [  ]
Accelerated filer [  ]Non-accelerated filer [  ]
Smaller reporting company [X]
  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  [X]     No  [   ]
 
 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the $0.155 net average bid and asked price of such common equity, as of the last business day of registrant’s most recently completed second fiscal quarter (March 31, 2010):  $1,966,642.
 
 As of December 23, 2010, there were 12,688,016 shares of the Registrant's Common Stock, par value $0.001 per share, outstanding.
 
 DOCUMENTS INCORPORATED BY REFERENCE
 
 List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:  (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).  None
   ii
 
 TABLE OF CONTENTS
  PART IITEM 1
Business
1ITEM 2
Properties
7ITEM 3
Legal Proceedings
8ITEM 4
Submission of Matters to a Vote of Security Holders
8PART IIITEM 5
Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities
8ITEM 7
Management’s Discussion and Analysis of Financial Condition andResults of Operations
9ITEM 8
Financial Statements and Supplementary Data
10ITEM 9
Changes in and Disagreements with Accountants on Accounting andFinancial Disclosure
20ITEM 9A
Controls and Procedures
21ITEM 9B
Other Information
21PART IIIITEM 10
Directors, Executive Officers and Corporate Governance
21ITEM 11
Executive Compensation
27ITEM 12
Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters
28ITEM 13
Certain Relationships and Related Transactions, and Director Independence
29ITEM 14
Principal Accounting Fees and Services
29PART IVITEM 15
Exhibits, Financial Statement Schedules
30
 
 
  iii
 
 PART I
 
 ITEM 1.               BUSINESS.
 
 Summary and Development of the Company
 
 Our company, Sooner Holdings, Inc., an Oklahoma corporation, was formed in 1986 to enter the in-home soda fountain business.  We never developed this business into a national market.  Subsequently, we evolved into a multi-subsidiary holding company in diverse businesses.  From 1993, when we were restructured, until June 1998 we sought acquisitions.  In November 1987 we acquired a business park from R.C. Cunningham II, our president and a director.  In June 1998 we acquired, through our subsidiary ND Acquisition Corp., the assets and certain liabilities of New Direction Centers of America, L.L.C. and entered the minimum-security correctional business.  In May 2000 we purchased the rights to a new, Class 5, hardware and software computer-based platform that resembles the computer-based soft switch.  We named it "Cadeum" and organized a wholly owned subsidiary, Sooner Communications, Inc., through which we proposed to market Cadeum to telecommunications carriers.
 
 Until the events described below, we operated the three above-described businesses through three subsidiaries, ND Acquisition Corp., Charlie O Business Park Incorporated and Sooner Communications, Incorporated.  These subsidiaries and a brief summary of their businesses until their demise in fiscal years 2003 and 2004 follow.
 
 ND Acquisition Corp.
 
 ND Acquisition Corp. (NDAC) owned and operated a minimum-security correctional facility for women offenders (Northgate) and a community sentencing facility for men (Eastgate).  Both facilities were located in Oklahoma City, Oklahoma.  In July 2003 we were notified that the NDAC property was included in an area marked for improvement by the Oklahoma Capital Development Authority.  In November 2003 we sold this property to such Authority and exited the correctional facility line of business.
 
 Sooner Communications, Inc.
 
 On May 2, 2000 the Sooner Communications (Communications) subsidiary purchased all the rights to a computer based platform called Cadeum. Cadeum was designed to  host computer-based telephony products developed specifically for telecommunication providers.  We planned to market these products on a wholesale level to telecommunication carriers.  We completed beta testing the answering service section of Cadeum with a large Texas-based regional telecommunication provider. Due to certain interface issues, marketing of the answering service was suspended awaiting a resolution.  We resolved these issues in the early second quarter of fiscal 2002, at which time marketing of the answering service was to resume.  However, the Texas-based regional telecommunications provider did not resume marketing, due to problems inherent in the telecommunications industry. We consider this business to now be defunct.
   1
 
 Charlie O Business Park Incorporated
 
 Charlie O Business Park, Inc. (“CO Park”) operated a multi-unit rental property for business and industrial tenants located in Oklahoma City, Oklahoma.  CO Park became an operating subsidiary upon its formation in November 1987 and we owned 100% of the subsidiary.  During fiscal year 2002 we were notified by the Oklahoma Department of Transportation (“ODOT”) that the Business Park’s improved real property would be condemned as part of the re-working of Interstate Highway 40.  In late July 2003 we settled with ODOT’s appraisers for $4,350,000 for the condemnation of the property.  We searched for a replacement property to continue this line of business, but we found none.
 
 Business of the Company
 
 Our current business plan is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture, or partnership. We have no capital, and it is unlikely that we will be able to take advantage of more than one such business opportunity. We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings.
 
 For the next fiscal year, we anticipate incurring a loss as a result of legal and accounting expenses, filing periodic reports with the Securities and Exchange Commission, and expenses associated with locating and evaluating acquisition candidates.  We anticipate that until a business combination is completed with an acquisition candidate, it will not generate revenues other than interest income, and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business.
 
 No Rights of Dissenting Shareholders
 
 We do not intend to provide our shareholders with complete disclosure documentation including audited financial statements, concerning a possible target company prior to acquisition, because the Oklahoma Business Corporation Act vests authority in the Board of Directors to decide and approve matters involving acquisitions within certain restrictions. Any transaction would be structured as an acquisition, not a merger, with the Registrant being the parent company and the acquiree being merged into a wholly owned subsidiary. Therefore, a shareholder will have no right of dissent under Oklahoma law.
 
 Administrative Offices
 
 We currently maintain a mailing address at 127 Northwest 62 Street, Suite A, Oklahoma City, OK 73118, which is the office address of our chief executive officer. Other than this mailing address, we do not currently maintain any other office facilities, and do not anticipate the need for maintaining office facilities at any time in the foreseeable future. We pay no rent or other fees for the use of this mailing address.
   2
 
 Employees
 
 We currently have no employees.  Management uses consultants, attorneys and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating business opportunities. The need for employees and their availability will be addressed in connection with the decision whether or not to acquire or participate in specific business opportunities. Although there is no current plan with respect to its nature or amount, remuneration may be paid to or accrued for the benefit of our officers prior to, or in conjunction with, the completion of a business acquisition for services actually rendered. See "Executive Compensation" and under "Certain Relationships and Related Transactions."
 
 ITEM 1A.            RISK FACTORS.
 
 1.           Conflicts of Interest. Certain conflicts of interest may exist between the company and its officers and directors. They have other business interests to which they devote their attention and may be expected to continue to do so, although management time should be devoted to the business of the company. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to the company. See "Management," and "Conflicts of Interest."
 
 It is anticipated that our officers and directors may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. In this process, our officers may consider their own personal pecuniary benefit rather than the best interests of other company shareholders, and the other company shareholders are not expected to be afforded the opportunity to approve or consent to any particular stock buy-out transaction. See "Conflicts of Interest."
 
 2.           Need For Additional Financing.  We have limited funds, and such funds may not be adequate to take advantage of any available business opportunities. Even if our funds prove to be sufficient to acquire an interest in, or complete a transaction with, a business opportunity, we may not have enough capital to exploit the opportunity. The ultimate success of the company may depend upon its ability to raise additional capital. We have not investigated the availability, source, or terms that might govern the acquisition of additional capital and will not do so until it determines a need for additional financing. If additional capital is needed, there is no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to us. If not available, our operations will be limited to those that can be financed with its modest capital.
 
 3.           Regulation of Penny Stocks.  Our securities, when available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors.  For purposes of the rule, the phrase "accredited investors" means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell the company's securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore.
   3
 
 In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act of 1934, as amended. Because our securities may constitute "penny stocks" within the meaning of the rules, the rules would apply to our company and to its securities. The rules may further affect the ability of owners of shares to sell the securities of the company in any market that might develop for them.
 
 Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to the company's securities.
 
 4.           No Assurance of Success or Profitability.  There is no assurance that we will acquire a favorable business opportunity. Even if we should become involved in a business opportunity, there is no assurance that it will generate revenues or profits, or that the market price of our common stock will be increased thereby.
 
 5.           Impracticability of Exhaustive Investigation.  Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a business opportunity before we commit our capital or other resources thereto. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoter, owner, sponsor, or others associated with the business opportunity seeking our participation.  A significant portion of our available funds may be expended for investigative expenses and other expenses related to preliminary aspects of completing an acquisition transaction, whether or not any business opportunity investigated is eventually acquired.
 
 6.           Lack of Diversification.  Because of the limited financial resources that we have, it is unlikely that we will be able to diversify our acquisitions or operations. Our probable inability to diversify our activities into more than one area will subject us to economic fluctuations within a particular business or industry and therefore increase the risks associated with our operations.
   4
 
 7.           Reliance upon Financial Statements.  We generally will require audited financial statements from companies that we propose to acquire. Given cases where audited financials are not available, we will have to rely upon interim period unaudited information received from target companies' management that has not been verified by outside auditors. The lack of the type of independent verification which audited financial statements would provide increases the risk that our company, in evaluating an acquisition with such a target company, will not have the benefit of full and accurate information about the financial condition and recent interim operating history of the target company. This risk increases the prospect that the acquisition of such a company might prove to be an unfavorable one for the Company or the holders of our securities.
 
 Moreover, we will be subject to the reporting provisions of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and thus will be required to furnish certain information about significant acquisitions, including audited financial statements for any business that it acquires. Consequently, acquisition prospects that do not have, or are unable to provide reasonable assurances that they will be able to obtain, the required audited statements would not be considered by us to be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable. Should our company, during the time it remains subject to the reporting provisions of the Exchange Act, complete an acquisition of an entity for which audited financial statements prove to be unobtainable, we would be exposed to enforcement actions by the Securities and Exchange Commission (the "Commission") and to corresponding administrative sanctions, including permanent injunctions against the Company and its management. The legal and other costs of defending a Commission enforcement action would have material, adverse consequences for our company and its business. The imposition of administrative sanctions would subject our company to further adverse consequences.
 
 In addition, the lack of audited financial statements would prevent our securities from becoming eligible for listing on Nasdaq, or on any existing stock exchange. Moreover, the lack of such financial statements is likely to discourage broker-dealers from becoming or continuing to serve as market makers in the securities of our company. Without audited financial statements, we would almost certainly be unable to offer securities under a registration statement pursuant to the Securities Act of 1933, and the ability of the Company to raise capital would be significantly limited until such financial statements were to become available.
 
 8.           Other Regulation.  An acquisition made by our company may be of a business that is subject to regulation or licensing by federal, state, or local authorities. Compliance with such regulations and licensing can be expected to be a time-consuming, expensive process and may limit other investment opportunities of our company.
 
 9.           Indemnification of Officers and Directors.  Oklahoma statutes provide for the indemnification of its directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of the company. The company will also bear the expenses of such litigation for any of its directors, officers, employees, or agents, upon such person's promise to repay the company therefor if it is ultimately determined that any such person shall not have been entitled to indemnification.  This indemnification policy could result in substantial expenditures by the company which it will be unable to recoup.
   5
 
 10.           Director's Liability Limited.  Oklahoma Statutes exclude personal liability of its directors to the company and its stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances. Accordingly, the company will have a much more limited right of action against its directors than otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws.
 
 11.           Dependence upon Outside Advisors.  To supplement the business experience of its officers and directors, the company may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. The selection of any such advisors will be made by the company's president without any input from stockholders. Furthermore, it is anticipated that such persons may be engaged on an "as needed" basis without a continuing fiduciary or other obligation to the company. In the event the president of the company considers it necessary to hire outside advisors, he may elect to hire persons who are affiliates, if they are able to provide the required services.
 
 12.           Leveraged Transactions.  There is a possibility that any acquisition of a business opportunity by the company may be leveraged, i.e., the company may finance the acquisition of the business opportunity by borrowing against the assets of the business opportunity to be acquired, or against the projected future revenues or profits of the business opportunity. This could increase the company's exposure to larger losses. A business opportunity acquired through a leveraged transaction is profitable only if it generates enough revenues to cover the related debt and expenses. Failure to make payments on the debt incurred to purchase the business opportunity could result in the loss of a portion or all of the assets acquired. There is no assurance that any business opportunity acquired through a leveraged transaction will generate sufficient revenues to cover the related debt and expenses.
 
 13.           Competition.  The search for potentially profitable business opportunities is intensely competitive. We expect to be at a disadvantage when competing with many firms that have substantially greater financial and management resources and capabilities than we do. These competitive conditions will exist in any industry in which the company may become interested.
 
 14.           No Foreseeable Dividends.  We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future.
 
 15.           Loss of Control by Present Management and Stockholders.  We may consider an acquisition in which we would issue as consideration for the business opportunity to be acquired an amount of our authorized but unissued common stock that would, upon issuance, represent the great majority of the voting power and equity of the company. The result of such an acquisition would be that the acquired company's stockholders and management would control the resultant company, and our company's management could be replaced by persons unknown at this time. Such a merger would result in a greatly reduced percentage of ownership of the company by our current shareholders. In addition, our major shareholders could sell control blocks of stock at a premium price to the acquired company's stockholders.
   6
 
 16.           Inactive Public Market Exists.  There is a public market for our common stock, but it is inactive and no assurance can be given that an active market will develop or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all. If an active market should develop, the price may be highly volatile. Factors such as those discussed in this "Risk Factors" section may have a significant impact upon the market price of the securities offered hereby. Owing to the low price of the securities, many brokerage firms may not be willing to effect transactions in the securities. Even if a purchaser finds a broker willing to effect a transaction in these securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of such securities as collateral for any loans.
 
 17.           Rule 144 Sales.  Of the 12,688,016 shares of our common stock outstanding, none of the shares are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, other than the 9,426,039 shares owned by our management – and even those can be sold pursuant to Rule 144 one year after the company files “Form 10 information” with the Commission immediately after the change of control occurs that is contemplated by the agreement with Mr. Georges EmmerSon Caza.  As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months or one year, depending on his status as an affiliate of the company or not, may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company's outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale.  A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.
 
 18.           Blue Sky Restrictions.  Many states have enacted statutes or rules which restrict or prohibit the sale of securities of "blank check" companies to residents so long as they remain without specific business companies. To the extent any current shareholders or subsequent purchaser from a shareholder may reside in a state which restricts or prohibits resale of shares in a "blank check" company, warning is hereby given that the shares may be "restricted" from resale as long as the company is a shell company.
 
 In the event of a violation of state laws regarding resale of "blank check" shares the company could be liable for civil and criminal penalties which would be a substantial impairment to the Company.
 
 ITEM 2.               PROPERTIES.
 
 We have no property other than cash.  We do not currently maintain an office or any other facilities. We currently maintain a mailing address at the office of our president, R.C. Cunningham II. We pay no rent for the use of this mailing address. We do not believe that we will need to maintain an office at any time in the foreseeable future in order to carry out our plan of operations described herein.
   7
 
 ITEM 3.               LEGAL PROCEEDINGS.
 
 We are not, and none of our property is, a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
 
 No director, officer or affiliate of the company, and no owner of record or beneficial owner of more than 5.0% of the securities of the company, or any associate of any such director, officer or security holder is a party adverse to the company or has a material interest adverse to the Company in reference to any litigation.
 
 ITEM 4.                SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
 In fiscal 2010 there were no matters submitted to a vote of security holders through the solicitation of proxies or otherwise.  Our last meeting of shareholders was in 1996.
 
 PART II
 
 ITEM 5.                MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
 
 Our common stock traded on the Pink Sheets until April 10, 2008 when it moved to the OTC Bulletin Board where it trades under the stock symbol "SOON".  The high and low bid information for the stock during the years ended September 30, 2010 and 2009 is set forth below.  The information was obtained from the OTC BB and Pink Sheets and reflects inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions:
  Quarter


High


Low2010:
1st Qtr


0.1



02nd Qtr


0



03rd Qtr


-



-4th Qtr


-



-2009:
1st Qtr


0.230



0.0402nd Qtr


0.120



0.0403rd Qtr


0.100



0.0404th Qtr


0.280



0.030
  
 Holders.
 
 As of December 23, 2010, we had 569 shareholders of record and 12,688,016 shares issued and outstanding.  This does not include the holders whose shares are held in a depository trust in "street" name.  As of September 30, 2010, 1,896,139 shares (or approximately 11.2 percent) of the issued and outstanding stock were held by Depository Trust Company in "street name”.
   8
 
 Dividends.
 
 We have not paid or declared any dividends upon our common stock since our inception and, by reason of our present financial status and our contemplated financial requirements, do not anticipate paying any dividends in the foreseeable future.  There are no restrictions that limit our ability to pay dividends on the common stock or that are likely to do so in the future other than the requirement that dividends be paid out of earnings.
 
 Securities Authorized for Issuance Under Equity Compensation Plans.
 
 We have no compensation plans under which equity securities are authorized for issuance.
 
 Recent Sales of Unregistered Securities.
 
 During the past three fiscal years, there have been no unregistered sales of our common stock by the company.
 
 Reports to Security Holders.
 
 We file reports with the Securities and Exchange Commission.  These reports are annual 10-K, quarterly 10-Q and periodic 8-K reports.  We will furnish stockholders with annual reports containing financial statements audited by independent certified public accountants and such other periodic reports as we may deem appropriate or as required by law.  The public may read and copy any materials we file with the SEC at the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20002.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  Sooner Holdings is an electronic filer, and the SEC maintains an Internet Web site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.  The address of such site is http://www.sec.gov.
 
 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
 The following discussion and analysis should be read in conjunction with the financial statements and the accompanying notes thereto and is qualified in its entirety by the foregoing and by more detailed financial information appearing elsewhere.  See "Financial Statements."
 
 Plan of Operation for the Next Twelve Months
 
 Our current business plan is to seek, investigate and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value.  The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity such as a corporation, joint venture or partnership.  We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings.
   9
 
 For the next fiscal year, we anticipate incurring a loss as a result of legal and accounting expenses, filing periodic reports with the Securities and Exchange Commission, and expenses associated with locating and evaluating acquisition candidates.  We anticipate that until a business combination is completed with an acquisition candidate, it will not generate revenues other than interest income, and may continue to operate at a loss after completing a business combination, depending upon the performance of the acquired business.
 
 Off-Balance Sheet Arrangements
 
 Our company has not entered into any transaction, agreement or other contractual arrangement with an entity unconsolidated with us under which we have
  ●
an obligation under a guarantee contract,●
a retained or contingent interest in assets transferred to the unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets,●
an obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, or●
an obligation, including a contingent obligation, arising out of a variable interest in an unconsolidated entity that is held by, and material to, us where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging, or research and development services with, us.
 
 ITEM 8.                FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
 
 The financial statements of the company appear as follows:PageReport of Independent Registered Public Accounting Firm, December 23, 2010
11Balance Sheets September 30, 2010 and 2009
12Statements of Operations for the Years endedSeptember 30, 2010 and 2009
13Statement of Changes in Shareholders’ Equity for the Years endedSeptember 30, 2010 and 2009
14Statements of Cash Flows for the Years endedSeptember 30, 2010 and 2009
15Notes to Financial Statements
16
    10
  SMITH, CARNEY & CO., p.c.
 CERTIFIED  PUBLIC  ACCOUNTANTS
 Joseph E. Brueggen
5100 N. Brookline, Suite 1000Kevin L. Fosbenner
Oklahoma City, OK 73112-3627Edward W. Granger
BUS: (405) 272-1040Rebecca A. Hembree
FAX: (405) 235-6180Joseph W. Hornick
1-800-570-1040Kevin D. Howard
_________________Van R. Oliver5 S. Commerce, Suite 33Of Counsel
Ardmore, OK 73401-3924Kenneth L. Carney
BUS: (580) 226-1227H. Kirby Smith
FAX: (580) 226-12291-866-570-1040______________www.smithcarney.com
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 The Board of Directors and Shareholders
 Sooner Holdings, Inc.:
 
 We have audited the accompanying balance sheets of Sooner Holdings, Inc. as of September 30, 2010 and 2009 and the related statements of operations, changes in shareholders' equity, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit 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 financial position of Sooner Holdings, Inc. as of September 30, 2010 and 2009 and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has suffered losses from operations in recent years and continues to have a significant shareholders’ deficit that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 /s/Smith, Carney & Co., p.c.
 
 Oklahoma City, Oklahoma
 December 23, 2010
   Member American Institute of Certified Public Accountants
 Member Center For Public Company Audit Firms
 PCAOB Registered Firm
   11
  SOONER HOLDINGS, INC.BALANCE SHEETSASSETS

September 30,

2009


September 30,

2010Current AssetsCash and cash equivalents

$
7,536


$
5,411Total Current Assets


7,536



5,411Total Assets

$
7,536


$
5,411LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current LiabilitiesAccounts payable

$
43,172


$
58,825Loans from shareholder


90,367



102,367Total Current Liabilities


133,539



161,192Stockholders' Equity (Deficit)Preferred stock - undesignated; authorized, 10,000,000 shares; issuedand outstanding, noneCommon stock, $.001 par value 100,000,000 shares authorized12,688,016 shares issued and outstanding


12,688



12,688Additional paid in capital


6,197,690



6,197,690Retained earnings (deficit)


(6,336,381
)


(6,366,159
)Total Stockholders' Equity (Deficit)


(126,003
)


(155,781
)Total Liabilities and Stockholders' Equity (Deficit)

$
7,536


$
5,411
    See accompanying notes to financial statements.
   12
  SOONER HOLDINGS, INC.STATEMENTS OF OPERATIONSFor the year endedSeptember 30,2009


2010Revenue

$
-


$
-Operating ExpensesGeneral and administrative expense


22,324



21,373Total Operating Expenses


22,324



21,373Operating Loss


(22,324
)


(21,373
)Other (Expenses) IncomeInterest expense


(5,834
)


(8,405
)Total Other (Expense) Income


(5,834
)


(8,405
)Net Loss

$
(28,158
)

$
(29,778
)Net Loss per Share, Basic and Diluted

$
(0.00
)

$
(0.00
)Weighted average of number of shares outstanding


12,688,016



12,688,016
   See accompanying notes to financial statements.
   13
  SOONER HOLDINGS, INC.STATEMENT OF STOCKHOLDERS' EQUITYFOR THE YEAR ENDED SEPTEMBER 30, 2009 ANDFOR THE YEAR ENDING SEPTEMBER 30, 2010Additional





TotalCommon stock


paid-In


Accumulated


Stockholders'Shares


Amount


capital


Deficit


Equity (Deficit)Balance, September 30, 2008


12,688,016


$
12,688


$
6,197,690


$
(6,308,223
)

$
(97,845
)Net Income (Loss)


-



-



-



(28,158
)


(28,158
)Balance, September 30, 2009


12,688,016



12,688



6,197,690



(6,336,381
)


(126,003
)Net loss


-



-



-



(29,778
)


(29,778
)Balance, September 30, 2010


12,688,016


$
12,688


$
6,197,690


$
(6,366,159
)

$
(155,781
)
   See accompanying notes to financial statements.
   14
  SOONER HOLDINGS, INC.STATEMENTS OF CASH FLOWSTwelve Months EndedSeptember 30,2009


2010Cash Flows From Operating ActivitiesNet loss

$
(28,158
)

$
(29,778
)Adjustments to reconcile net loss to net cash provided byoperating activitiesIncrease (decrease) inAccounts payable


5,486



15,653Net Cash Flows Used In Operating Activities


(22,672
)


(14,125
)Cash Flows from Financing ActivitiesLoans from shareholder


29,939



12,000Net Cash Provided by Financing Activities


29,939



12,000Increase (Decrease) in Cash


7,267



(2,125
)Cash at Beginning of Year


269



7,536Cash at End of Year

$
7,536


$
5,411
   See accompanying notes to financial statements.
   15
  SOONER HOLDINGS, INC.
 NOTES TO FINANCIAL STATEMENTS
 September 30, 2010
 NOTE A - ORGANIZATION AND OPERATIONS
 
 Sooner Holdings, Inc. ("Sooner" or the "Company"), an Oklahoma corporation, formerly conducted business through three of its wholly owned subsidiaries. Charlie O Business Park Incorporated ("Business Park") which was liquidated into Sooner on October 1, 2005 was engaged in the ownership and rental of a business park in Oklahoma City, Oklahoma. ND Acquisition Corp. ("NDAC") which was sold on September 30, 2005 operated minimum security correctional facilities. Sooner Communications, Inc. ("Telecommunications") was liquidated into Sooner Holdings on October 1, 2005. It was engaged in providing enhanced services to the telecommunications industry.  Currently, Sooner is inactive except for the administrative costs associated with being a publicly traded entity. Management is seeking new business opportunities.
 
 
 NOTE B – CONTINUATION AS A GOING CONCERN
 
 The accompanying financial statements have been prepared assuming that Sooner Holdings, Inc. will continue as a going concern.  Sooner Holdings, Inc. has suffered losses from operations in recent years and continues to have a significant shareholders’ deficit.  Subsequent to September 30, 2004, and as of the date of this report, Sooner Holdings, Inc., has ceased all of the operations described in Note A to the financial statements and is currently seeking to acquire new business opportunities.  As of September 30, 2010, the Company had a deficit net worth of $(155,781) and no operating activities.
 
 The Company’s current business plan is to seek, investigate and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value.  The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture or partnership.  Management intends to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings.  Management cannot predict to what extent the Company might incur further operating losses through any business entity which may eventually be acquired.  The financial statements do not include any adjustment relating to the classification of liabilities that might result should the Company be unable to continue as a going concern.
 
 
 NOTE C - SUMMARY OF ACCOUNTING POLICIES
 
 A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows.
 
 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.
   16
  SOONER HOLDINGS, INC.
 NOTES TO FINANCIAL STATEMENTS
 September 30, 2010
 
 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.
 
 The Company’s present policy is to recognize the effects of income tax positions in the same manner as they are recognized on the income tax returns it has filed or intends to file that are applicable to the periods presented in its financial statements. Should those positions be subsequently examined by a taxing jurisdiction, the Company would recognize a charge to expense for the income tax effect of any such positions that management considers probable of being disallowed in full or in part along with the associated penalties and interest expected to be assessed in conjunction with the examination.
 
 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.
 
 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.
 
 Concentrations of Credit Risk
 
 The Company in the past maintained cash balances at several financial institutions.  On September 30, 2010, the company had only one checking account at one financial institution.  Accounts at each institution in non-interest bearing accounts are insured by the Federal Deposit Insurance Corporation.  The company’s only checking account is non-interest bearing and is fully insured.  The Federal Deposit Insurance Corporation will provide the full coverage up to $250,000.
 
 
 NOTE D - STOCKHOLDERS' EQUITY (DEFICIT)
 
 Preferred Stock
 
 The Company's authorized capital includes 10,000,000 shares of preferred stock, undesignated as to par value. The Board of Directors of the Company, in its sole discretion, may establish par value, divide the shares of preferred stock into series and fix and determine the dividend rate, designations, preferences, privileges and ratify the powers, if any, and determine the restrictions and qualifications of each series of preferred stock as established.  No shares of preferred stock have been issued by the Company as of September 30, 2010.
   17
 
 SOONER HOLDINGS, INC.
 NOTES TO FINANCIAL STATEMENTS
 September 30, 2010
 
 Employee Stock Option Plan
 
 The Company has a stock option plan ("1995 Plan") for directors, officers, key employees, and consultants covering 2,000,000 shares of Company common stock. Options granted under the 1995 Plan may be either "incentive stock options", as defined in Section 422A of the Internal Revenue Code, or "nonqualified stock options", subject to Section 83 of the Internal Revenue Code, at the discretion of the Board of Directors and as reflected in the terms of the written option agreement. The option price shall not be less than 100% (110% if the option is granted to a stockholder who at the time the option is granted owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company) of the fair market value of the optioned common stock on the date the options are granted. Options become exercisable based on the discretion of the Board of Directors but must be exercised within ten years of the date of grant.  On September 30, 2010 there were no options outstanding under the plan.
 
 
 NOTE E - INCOME TAXES
 
 A valuation allowance for deferred tax assets is required when it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of this deferred tax asset depends on the Company's ability to generate sufficient taxable income in the future. Management believes it is more likely than not that the deferred tax asset will not be realized by future operating results.  The only deferred income tax asset the company had at September 30, 2010 and 2009 was the tax effect of the net operating loss carryforward of approximately $567,000 and $695,000, respectively, which was subject to a 100% valuation allowance at September 30, 2010.
 
 At September 30, 2010, the Company has net operating loss carryforwards for
 
 Expiration
LossDate
Carryforwards9/30/2012
29,1249/30/2018
279,9499/30/2020
152,4999/30/2021
173,8159/30/2022
121,3529/30/2023
25,0449/30/2024
287,5619/30/2025
206,5639/30/2027
83,2269/30/2028
37,1859/30/2029
28,1589/30/2030
29,778$1,454,254
    18
 SOONER HOLDINGS, INC.
 NOTES TO FINANCIAL STATEMENTS
 September 30, 2010
  The Company’s federal income tax returns for 2008, 2007, and 2006 are subject to examination by the Internal Revenue Service, generally, for three years after they were filed. In addition, the Company’s Oklahoma state income tax returns for the same years are subject to examination by state tax authorities for similar time periods.
 
 
 NOTE F - RELATED PARTY TRANSACTIONS
 
 Related Party Obligations
 
 As of September 30, 2010 and 2009, the company had loans outstanding from shareholders of $102,367 and $90,367, respectively.  These loans are unsecured and are due on demand with an annual interest rate of 8%.  As of September 30, 2010 and 2009, interest expense of $7,541 and $5,834, respectively, had been accrued on these notes and is included in accounts payable.
 
 
 NOTE G - COMMITMENTS AND CONTINGENCIES
 
 The Company is not aware of any administrative proceedings, commitments or contingencies involving Sooner Holdings, Inc.
 
 19
  ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
 In late July 2008 Sooner Holdings, Inc. (“Sooner”) was notified by Murrell, Hall, McIntosh & Co., PLLP of Oklahoma City, Oklahoma (“Murrell, Hall”), the principal independent registered public accountants of Sooner, that Murrell, Hall was merging with a larger accounting firm and that it would no longer perform the audit for Sooner.  Murrell, Hall had been engaged as Sooner’s principal independent registered public accountants since February 3, 2003.
 
 The reports of Murrell, Hall on the financial statements of Sooner for its fiscal years ended September 30, 2006 and 2007 contained no adverse opinion or disclaimer of opinion, and, other than raising substantial doubt about Sooner’s ability to continue as a going concern, were not otherwise qualified or modified as to uncertainty, audit scope, or accounting principles during the period of its engagement to July 31, 2008, the date of resignation.
 
 During the past two years or interim periods prior to July 31, 2008, there were no disagreements between Sooner and Murrell, Hall whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Murrell, Hall would have caused them to make reference to the subject matter of the disagreements in their reports on the financial statements.
 
 Sooner provided Murrell, Hall with a copy of the disclosures it made in its Form 8-K and requested Murrell, Hall to furnish a letter addressed to the Commission stating whether it agreed with the statements made in the Form 8-K and, if not, stating the respects in which it did not agree.  Such a letter was filed as an exhibit to the Form 8-K on November 18, 2008.
 
 On November 24, 2008, the board of directors of Sooner Holdings, Inc. (“Sooner”) engaged Smith, Carney & Co., p.c. of Oklahoma City, Oklahoma as Sooner’s principal independent registered public accountants to audit its financial statements.  The board of directors did not consult the new accountant regarding the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the issuer’s financial statements.
 
 Smith, Carney & Co., p.c. replaces Murrell, Hall, McIntosh & Co., PLLP of Oklahoma City, Oklahoma (“Murrell, Hall”), the previous principal independent registered public accountants of Sooner.
 
 The resignation of Murrell, Hall was reported in a Form 8-K filed on November 18, 2008.  The appointment of Smith, Carney & Co., p.c. was reported in a Form 8-K filed on December 1, 2008.
   20
 
 ITEM 9A.                      CONTROLS AND PROCEDURES
 
 Disclosure Controls and Procedures.  Our management, under the supervision and with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of the period covered by this Annual Report. Based on such evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures are not effective.  Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
 
 Management’s Annual Report on Internal Control over Financial Reporting.Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Internal control over financial reporting is defined under the Exchange Act as a process designed by, or under the supervision of, our CEO and CFO and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
 
 n
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
 n
 n
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
 n
 n
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
 n
 
 Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.  Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation.
 A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of September 30, 2010, the Company determined that we had a material weakness, as described below and therefore our internal controls over financial reporting were not effective.
 
 We noted we have material weaknesses regarding proper review and recording of transactions for the preparation of our financial statements. As of September 30, 2010, there was a transaction recorded in an improper period. There was another transaction that was recorded to the wrong expense account. We plan to remedy the material weaknesses with better review of transactions and financial statement presentation on an ongoing basis.
 
 Our management does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
 
 ITEM 9B.            OTHER INFORMATION.
 
 There is no information that was required to be disclosed on Form 8-K during the fourth quarter of FY 2010 that was not reported.
 
 PART III
 
 ITEM 10.             DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
 
 Set forth below are the names, and terms of office of each of the directors, executive officers and significant employees of Sooner Holdings, Inc. at September 30, 2010 and a description of the business experience of each.  R.C. Cunningham III is the son of R.C. Cunningham II, the president and chairman.
   21
 
 Person
Offices
Office Held

Since
Term of

OfficeR.C. Cunningham II
Director
1989
2012CEO and President
1988
2012R.C. Cunningham III
Director
1997
2012Secretary
1997
2012CFO
1998
2012Vice President
2000
2012
 
 
 Business Experience:
 
 R.C. Cunningham II.  Mr. Cunningham has been our chairman of the board and president since June 1988. From 1965 to 1986, Mr. Cunningham was in the construction business as CEO and owner of Rayco Construction Company.  Mr. Cunningham continues to serve as president of Midwest Property Management and Service Co., Inc., a company involved in real estate property management.
 
 R.C. Cunningham III.  Mr. Cunningham has been the secretary and a director of Sooner Holdings, Inc. since July 1997 and the treasurer since March 1998.  From May 1988 to June 2000, Mr. Cunningham was continuously employed as a mortgage banker with various lending institutions.  In June of 2000 he joined Sooner Holdings full time as vice president.  Mr. Cunningham has a BA Degree in real estate finance from the University of Oklahoma.
 
 It is possible that, after the company successfully consummates a merger or acquisition with an unaffiliated entity, that entity may desire to employ or retain one or a number of members of the company's management for the purposes of providing services to the surviving entity, or otherwise provide other compensation to such persons. However, the company has adopted a policy whereby the offer of any post-transaction remuneration to members of management will not be a consideration in the company's decision to undertake any proposed transaction. Each member of management has agreed to disclose to the company's board of directors any discussions concerning possible compensation to be paid to them by any entity, which proposes to undertake a transaction with the company and further, to abstain from voting on such transaction. Therefore, as a practical matter, if each member of the company's board of directors were offered compensation in any form from any prospective merger or acquisition candidate, the proposed transaction would not be approved by the company's board of directors as a result of the inability of the board to affirmatively approve such a transaction.
 
 It is possible that persons associated with management may refer a prospective merger or acquisition candidate to the company. In the event the company consummates a transaction with any entity referred by associates of management, it is possible that such an associate will be compensated for his referral in the form of a finder's fee. It is anticipated that this fee will be either in the form of restricted common stock issued by the company as part of the terms of the proposed transaction, or will be in the form of cash consideration. However, if such compensation is in the form of cash, such payment will be tendered by the acquisition or merger candidate, because the company has insufficient cash available. The amount of such finder's fee cannot be determined as of the date of filing this report, but is expected to be comparable to consideration normally paid in like transactions. No member of management of the company will receive any finders’ fee, either directly or indirectly, as a result of their respective efforts to implement the company's business plan outlined herein.
   22
 
 The company has adopted a policy that its affiliates and management shall not be issued further common shares of the company, except in the event discussed in the preceding paragraphs.
 
 While all of the companies' officers, directors and insider shareholders have been involved in transactions involving "shell" corporations which are blank check or blind pool companies, none of them has been previously involved in establishing a blank check or blind pool company offering to be used in a shell transaction. A "blank check" company is a company that is formed without a specified business as its purpose. A "blind pool" company is a company that has raised money through a public or private offering for use to acquire an unspecified, undesignated business or company.   Our company was not formed either as a “blank check” or a “blind pool” company.  It was formed to be an operating company and operated several businesses for several years until the State of Oklahoma acquired all our real property in condemnation proceedings.
 
 New SEC regulations, which took effect November 2005, imposed additional burdens on shell companies that are parties to reverse mergers.  Such companies are now required to file with the SEC, within four business days of executing a reverse merger contract, the audited and interim financial statements of the company to be acquired and the other information about such company that would be required to be in a Form 10 or 10-SB.  Prior to these new regulations, the filing of such financial information could be delayed until 60 days after the reverse merger is actually effected, and the other information that would be in a Form 10 or 10-SB was not explicitly required in the Form 8-K that is filed to report the transaction.  These new filing requirements are expected to inhibit or even prevent the accomplishment of most proposed reverse mergers.
 
 Conflicts of Interest
 
 The officers and directors of the company will not devote more than a portion of their time to the affairs of the company. There will be occasions when the time requirements of the company's business conflict with the demands of their other business and investment activities. Such conflicts may require that the company attempt to employ additional personnel. There is no assurance that the services of such persons will be available or that they can be obtained upon terms favorable to the company.
 
 The officers and directors of the company may be directors or principal shareholders of other companies and, therefore, could face conflicts of interest with respect to potential acquisitions. In addition, officers and directors of the company may in the future participate in business ventures, which could be deemed to compete directly with the company. Additional conflicts of interest and non-arms length transactions may also arise in the future in the event the company's officers or directors are involved in the management of any firm with which the company transacts business. The company's board of directors has adopted a policy that the Company will not seek a merger with, or acquisition of, any entity in which
 
 
 
 23
 
 management serve as officers or directors, or in which they or their family members own or hold a controlling ownership interest. Although the board of directors could elect to change this policy, the board of directors has no present intention to do so. In addition, if the company and other companies with which the company's officers and directors are affiliated both desire to take advantage of a potential business opportunity, then the board of directors has agreed that said opportunity should be available to each such company in the order in which such companies registered or became current in the filing of annual reports under the '34 Act.
 
 The company's officers and directors may actively negotiate or otherwise consent to the purchase of a portion of their common stock as a condition to, or in connection with, a proposed merger or acquisition transaction. It is anticipated that a substantial premium over the initial cost of such shares may be paid by the purchaser in conjunction with any sale of shares by the company's officers and directors which is made as a condition to, or in connection with, a proposed merger or acquisition transaction. The fact that a substantial premium may be paid to the company's officers and directors to acquire their shares creates a potential conflict of interest for them in satisfying their fiduciary duties to the company and its other shareholders. Even though such a sale could result in a substantial profit to them, they would be legally required to make the decision based upon the best interests of the company and the company's other shareholders, rather than their own personal pecuniary benefit.
 
 No executive officer, director, person nominated to become a director, promoter or control person of our company has been involved in legal proceedings during the last five years such as
 
 •
bankruptcy,
 
 •
criminal proceedings (excluding traffic violations and other minor offenses), or
 
 •
proceedings permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
 
 •
Nor has any such person been found by a court of competent jurisdiction in a civil action, or the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.
 
 None of the directors holds any directorships in any company with a class of securities registered under the Exchange Act or subject to the reporting requirements of section 15(d) of such Act or any company registered as an investment company under the Investment Company Act of 1940.
   24
 
 Involvement in certain legal proceedings.  During the past five years, none of the directors has been involved in any of the following events:
 
 ·
A petition under the Federal bankruptcy law or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
 
 ·
Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
 ·
Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
 
 ·
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
 
 ·
Engaging in any type of business practice; or
 
 ·
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
 
 ·
Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity; or
 
 ·
Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated.
 
 ·
Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Future Trading Commission has not been subsequently reversed, suspended or vacated.
   25
  
 Code of Ethics.  We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  A copy of the Code of Ethics is filed as an exhibit to Form 10-QSB Quarterly Report for the period ended December 31, 2002 (Exhibit 14 incorporated herein by reference).  We undertake to provide to any person without charge, upon request, a copy of such code of ethics.  Such a request may be made by writing to the company at its address at 127 Northwest 62nd Street, Suite A, Oklahoma City, OK 73118.
 
 Corporate Governance.
 
 Security holder recommendations of candidates for the board of directors.  Any shareholder may recommend candidates for the board of directors by writing to the president of our company the name or names of candidates, their home and business addresses and telephone numbers, their ages, and their business experience during at least the last five years.  The recommendation must be received by the company by March 9 of any year or, alternatively, at least 60 days before any announced shareholder annual meeting.
 
 Audit committee.  We have no standing audit committee.  Our directors perform the functions of an audit committee.  Our limited operations make unnecessary a standing audit committee, particularly in view of the fact that we have only three directors at present.  None of our directors is an audit committee financial expert, but the directors have access to consultants that can provide such expertise when such is needed.
 
 Compliance with Section 16(a) of the Securities Exchange Act.
 
 Based solely upon a review of Forms 3 and 4 furnished to the company under Rule 16a-3(e) of the Securities Exchange Act during its most recent fiscal year and Forms 5 furnished to the company with respect to its most recent fiscal year and any written representations received by the company from persons required to file such forms, the following persons – either officers, directors or beneficial owners of more than ten percent of any class of equity of the company registered pursuant to Section 12 of the Securities Exchange Act – failed to file on a timely basis reports required by Section 16(a) of the Securities Exchange Act during the most recent fiscal year or prior fiscal years:
 
 Name
No. of Late Reports
No. of Transactions

Not Timely Reported
No. of Failures

to File a

Required ReportNone
0
0
0
 
 
 
 26
 
 ITEM 11.EXECUTIVE COMPENSATION.
 
 The following information concerns the compensation of the named executive officers for each of the last two completed fiscal years:
 
 SUMMARY COMPENSATION TABLE
  Name and Principal Position
Year
Salary
Bonus
Common

Stock

Awards
TotalR.C. Cunningham, II, CEO
2010
0
0
0
02009
0
0
0
0
 
  
 
 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
 The following information concerns unexercised stock options, stock that has not vested, and equity incentive plan awards for each named officer outstanding at the end of the last fiscal year:
  Option Awards
Stock AwardsName
Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable
Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable
Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options (#)
Option

Exercise

Price

($)
Option

Expiration

Date
Number

of Shares

or Units

of Stock

That

Have Not

Vested (#)
Market

Value of

Shares or

Units of

Stock

That

Have Not

Vested ($)
Equity

Incentive

Plan

Awards:

Number

of

Unearned

Shares,

Units or

Other

Rights

That

Have Not

Vested (#)
Equity

Incentive

Plan

Awards:

Market or

Payout

Value of

Unearned

Shares,

Units or

Other

Rights

That

Have Not

Vested ($)R.C. Cunningham,II, CEO
0
0
0
0
0
0
0
0
0
 
  
 Compensation of Directors
 
 The directors of Sooner Holdings, Inc. received the following compensation in FY 2010 for their services as directors.
   27
 
 DIRECTOR COMPENSATION
  Name
Fees

Earned

or Paid

in Cash($)
Stock

Awards

($)
Option

Awards

($)
Non-Equity

Incentive

Plan

Compensation ($)
Nonqualified

Deferred

Compensation

Earnings ($)
All Other

Compensa-

tion ($)
Total

($)R.C. Cunningham, II
0
0
0
0
0
0
0R.C. Cunningham, III
0
0
0
0
0
0
0
 
 Equity Compensation Plans.
 
 We have no equity compensation plans.
 
 ITEM 12.             SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
 The following table shows information as of December 20, 2010 with respect to each beneficial owner of more than five percent of our only voting stock and to each of the officers and directors of our company and as a group:
 
 No. of Shares
% of ClassR.C. Cunningham II (1)(2)

1440 Glenbrook Drive

Oklahoma City, OK 73118
9,353,910
74.00Marilyn C. Kenan, Trustee

Marilyn C. Kenan Trust

3121 Buffalo Speedway, #2108

Houston, TX 77098-1895
1,147,778
9.00R.C. Cunningham III (2)

3134 Rockridge Place

Oklahoma City, OK 73120
72,129
*All officers and directors as a group (2 persons)
9,426,039
74.29
 ____________________
 
 *           Less than 1%
 
 Unless otherwise indicated, to our knowledge, each person or group possesses sole voting and sole investment power with respect to the shares shown opposite the name of such person or group.  Shares not outstanding, but deemed beneficially owned by virtue of the right of a person or member of a group to acquire them within 60 days, are treated as outstanding only when determining the amount and percent owned by such person or group.
   28
 
 (1) The number of shares and percent are based on the current number of shares of common stock outstanding of 12,688,016 shares less 3,000,000 shares returned to the company for cancellation but not yet cancelled.
 
 (2)           An officer and director of Sooner Holdings, Inc.
 
 ITEM 13.             CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 
 We have adopted a policy that any transactions with directors, officers or entities of which they are also officers or directors or in which they have a financial interest, will only be on terms consistent with industry standards and approved by a majority of the disinterested directors of the Board and based upon a determination that these transactions are on terms no less favorable to us than those which could be obtained by unaffiliated third parties.  This policy could be terminated in the future.  In addition, interested directors may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof which approves such a transaction.
 
 There have been no transactions during the last two years, or proposed transactions, to which we were or are to be a party in which any of the following persons had or is to have a direct or indirect material interest:
 
 ·
the officers and directors;
 
 ·
any nominees for election as a director;
 
 ·
any beneficial owners of more than 5 percent of our voting securities;
 
 ·
any member of the immediate family of any of the above persons.
 
 ITEM 14.             PRINCIPAL ACCOUNTING FEES AND SERVICES.
 
 Audit Fees.  Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for its professional services rendered for the audit of our annual financial statements and review of financial statements included in our Form 10-Q reports or other services normally provided in connection with statutory and regulatory filings or engagements for those two fiscal years:
 
 Fiscal Year ended September 30, 2010
$13,900Fiscal Year ended September 30, 2009
$15,800
 
 Audit-Related Fees. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for assurance and related services reasonably related to the performance of the audit or review of our financial statements and not reported above under “Audit Fees”:
   29
 
 Fiscal Year ended September 30, 2010
$    -0-Fiscal Year ended September 30, 2009
$    -0-
 
 Tax Fees. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for professional services rendered for tax compliance, tax advice and tax planning:
 
 Fiscal Year ended September 30, 2010
$    -0-Fiscal Year ended September 30, 2009
$    -0-
 
 All Other Fees. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for products and services provided by it, other than the services reported in the above three categories:
 
 Fiscal Year ended September 30, 2010
$    -0-Fiscal Year ended September 30, 2009
$    -0-
 
 Pre-Approval of Audit and Non-Audit Services.   The Audit Committee charter requires that the committee, or the directors if there be no committee, pre-approve all audit, review and attest services and non-audit services before such services are engaged.
 
 PART IV
 
 ITEM 15.             EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 
 The following exhibits are filed as part of this Form 10-K:
 
 Item No.
Description
Page no. (footnote)3.1 thru 3.3
Articles of Incorporation, By-Laws and Amendments thereto
(1)10
Agreement for Change of Control of Sooner Holdings, Inc. executed on July 23, 2008 and recited to be effective on July 17, 2008
(4)14
Code of Ethics for CEO and Senior Financial Officers
(2)16
Letter of November 13, 2008 of Murrell, Hall, McIntosh & Co., PLLP of Oklahoma City, Oklahoma, the principal independent registered public accountants of agreeing with the statements made in this Form 8-K by Sooner Holdings, Inc. concerning Sooner’s change of principal independent accountants.
(3)20.1
Audit Committee Charter
(2)20.2
Compensation Committee Charter
(2)20.3
Governance and Nominating Committee Charter
(2)   30
  20.4
Corporate Governance Principles
(2)31.1
Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.31.2
Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.32.1
Certification pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).32.2
Certification pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
 
 Footnotes:
 
 (1)
Incorporated by reference to our Form 10-KSB for the year ended December 31, 1995 (file no. 0-18344).
 (2)
Filed as an Exhibit to our Form 10-QSB 12-31-02 (file no. 0-18344).
 (3)
Previously filed by Sooner Holdings, Inc. on November 18, 2008, Commission File No. 000-18344; incorporated herein by reference.
 (4)
Previously filed by Sooner Holdings, Inc. on July 28, 2008, Commission File No. 000-18344; incorporated herein by reference.
 
 
 
 31
 
 SIGNATURES
 
 Pursuant to the requirements of Section 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.
  SOONER HOLDINGS, INC.Date:  February 11, 2011
By:
/s/ R.C. Cunningham IIR.C. Cunningham II, President
 
 
 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 and on the dates indicated.
  Date:  February 11, 2011
/s/ R.C. Cunningham IIR.C. Cunningham II, Chairman of the Board,Chief Executive Officer, President and Director
  Date:  February 11, 2011
/s/ R.C. Cunningham IIIR.C. Cunningham III, Secretary, Chief Financial Officer and Director
 
 
 
 
 
 32
 
 SOONER HOLDINGS, INC.
 Commission File No.  0-18344
 
 EXHIBIT INDEX
  Amendment No. 1 to
 Form 10-K
 For the Fiscal Year Ended 09-30-10
 
 The following exhibits are filed, by incorporation by reference, as part of this Form 10-K:
 
 Item No.
Description
Page no. (footnote)3.1 thru 3.3
Articles of Incorporation, By-Laws and Amendments thereto
(1)10
Agreement for Change of Control of Sooner Holdings, Inc. executed on July 23, 2008 and recited to be effective on July 17, 2008
(4)14
Code of Ethics for CEO and Senior Financial Officers
(2)16
Letter of November 13, 2008 of Murrell, Hall, McIntosh & Co., PLLP of Oklahoma City, Oklahoma, the principal independent registered public accountants of agreeing with the statements made in this Form 8-K by Sooner Holdings, Inc. concerning Sooner’s change of principal independent accountants.
(3)20.1
Audit Committee Charter
(2)20.2
Compensation Committee Charter
(2)20.3
Governance and Nominating Committee Charter
(2)20.4
Corporate Governance Principles
(2)31.1
Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.31.2
Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.32.1
Certification pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).32.2
Certification pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
 
 
 
 1
 
 Footnotes:
 
 (1)           Incorporated by reference to our Form 10-KSB for the year ended December 31, 1995 (file no. 0-18344).
 (2)           Filed as an Exhibit to our Form 10-QSB 12-31-02 (file no. 0-18344).
 (3) Previously filed by Sooner Holdings, Inc. on November 18, 2008, Commission File No. 000-18344; incorporated herein by reference.
 (4) Previously filed by Sooner Holdings, Inc. on July 28, 2008, Commission File No. 000-18344; incorporated herein by reference.
 
 
 
 
 
 2