SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-KSB




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

      For the transition period from January 1, 2000 to September 30, 2000


                           Commission File No. 0-18344


                              SOONER HOLDINGS, INC.

                 (Name of small business issuer in its charter)



         Oklahoma                                       73-1275261

(State or other jurisdiction                 (IRS Employer Identification No.)
   of incorporation)



   2534 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, $0.001 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 nine months ended September 30, 2000 were $1,542,590.

         The aggregate  market value of the voting stock held by  non-affiliates
of the Company on December 15, 2000 was approximately  $476,500.  As of December
15, 2000 we had 16,888,016 shares of common stock issued and outstanding.

         Transitional Small Business Issuer Disclosure Format   Yes      No    X



<PAGE>


                                     PART I
ITEM 1. Description of 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 will
market Cadeum to telecommunications carriers.

         We  currently  operate  primarily   through  three   subsidiaries,   ND
Acquisition  Corp.,  Sooner  Communications,  Inc.,  and Charlie O Business Park
Incorporated.  These  subsidiaries  and a  brief  summary  of  their  businesses
follows:

ND Acquisition

         ND Acquisition Corp. owns and operates a minimum security  correctional
facility  for women  offenders.  The  facility  is  located  in  Oklahoma  City,
Oklahoma.  ND  Acquisition  was formed in 1997 as a wholly owned  subsidiary and
began  operations  upon our  acquisition  in June 1998 of the assets and certain
liabilities  of New  Direction  Centers of America,  L.L.C.,  an  Oklahoma-based
private correctional business.

Sooner Communications

         Sooner Communications was formed in April 2000 and immediately acquired
all the rights to a new  hardware  and  software  computer-based  platform  that
resembles  the  computer-based  soft switch.  Two Oklahoma  City  engineers  had
developed the platform.

         The platform is called "Cadeum."  In  its  present form  -  it is still
under development, it offers a unified messaging product.

Charlie O Business Park

         Charlie O Business Park, Inc. ("CO Park") operates a multi-unit  rental
property for business and industrial tenants located in Oklahoma City, Oklahoma.
Charlie O Business  Park became an operating  subsidiary  upon its  formation in
November 1987 and we own 100% of the subsidiary.

Discontinued Businesses

         Sooner  Holdings  also  owned 100% of Charlie O  Beverages,  Inc.  ("CO
Beverages"). During fiscal 1997 and early 1998 we discontinued the substantially
inactive business operated by this subsidiary.  Charlie O Beverages was spun off
to our existing shareholders as of January 15, 1999.

BUSINESS DESCRIPTION

The Correctional Business

         ND Acquisition entered the  minimum-security  correctional  business in
June 1998 by  acquiring  the assets and  certain  liabilities  of New  Direction
Centers of America,  L.L.C. ND Acquisition owns and operates a  minimum-security
correctional  facility,  which houses 190 inmates in Oklahoma City, Oklahoma, as
of September  30, 2000. 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 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,  ND
Acquisition  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. ND Acquisition believes that its strategy of offering a
wide variety of programs and services will increase its marketing opportunities.
As of September 30, 2000, ND Acquisition operates one correctional facility with
an aggregate  design capacity of 220 beds. It has one significant  contract with
the Oklahoma  Department of  Corrections.  Compensation is paid to us based on a
per-person,  per-day  basis.  Revenues  from this one contract  accounted for 98
percent of our  correctional  revenue for the nine months  ended  September  30,
2000.

The Telecommunications Business

         Our Sooner  Communications  subsidiary has purchased all the rights to,
and is continuing the development of a product we call "Cadeum." Cadeum combines
computer-based    hardware   and   software,    developed    specifically    for
telecommunications   carriers.   For   instance,   a  customer   of  a  regional
telecommunications  provider  that offers Cadeum to its customers can access his
e-mail by telephone  and have it read to him by a synthetic  voice.  Cadeum will
host other unified messaging products.

         The Cadeum product is being Beta tested now within the regional network
of a 20-year-old,  regional, integrated telecommunications service provider. The
strategy  of Sooner  Communications  is to market  Cadeum to  telecommunications
providers who will then market it to their existing customer base as well as new
customers.

         The first phase of  installation  is to integrate  Cadeum - which hosts
Class 5 enhanced features - into a legacy, Class 4 switching environment.

         We  believe   our  Cadeum   product   will  be  eagerly   accepted   by
telecommunications  providers,  but we await the results of the Beta test now in
progress, which results we estimate will be available by February 2001.

         We expect  the  unified  messaging  segment  of the  telecommunications
industry to grow from  approximately  $272 million in 2000 to over $12.5 billion
by 2004. The deregulation of the telecommunications  industry has spawned a host
of  competitors  vying for the  public's  telephone  service.  Telecommunication
providers  need to  distinguish  themselves  from the  competition  by  offering
enhanced services.  We believe that our Cadeum product,  with its integration of
telephony products, will provide this distinction.

The Real Estate Business

         Charlie O Business  Park  operates as a real estate lessor and property
manager and as of September 30, 2000 leases to 24 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.  We  and  our  Communications  subsidiary  currently  operate  out  of
approximately  2,100 square feet in this  business  park.  CO Park competes with
other commercial lessors in the Oklahoma City market.  Its occupancy,  excluding
that leased to Sooner Holdings and Sooner Communications,  has averaged over 90%
during both 2000 and 1999.


The Discontinued Business

         CO Beverages operated the original in-home soda fountain  business.  We
were 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.
We 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 our  existing  shareholders  as of
January 15, 1999.


General

         Seasonality.  Our  company  and  its  subsidiaries  are  not subject to
seasonal fluctuations.

         Government Regulation. Our correctional services 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 owned by women or minorities.
Correctional contracts are generally renewed on a year-to-year basis.

                  Should ND Acquisition fail to comply with any applicable laws,
rules or  regulations,  or lose any required  license,  it could have a material
adverse effect on our financial condition,  results of operations and liquidity.
Further,  our  current  and  future  operations  may be  subject  to  additional
regulations  as a result of new  statutes  and  regulations  and  changes in the
manner in which existing  statutes are  regulations are or may be interpreted or
applied. Any such additional regulations could have a material adverse effect on
our financial condition, results of operations and liquidity.

                  Our  business  park  business is subject to  municipal  zoning
restrictions  as to the type of industry  that can be conducted on our property.
Our property is zoned as I-2, which excludes us from leasing space to businesses
in heavier industries.

                  Our  telecommunications   carrier  services  business  is  not
subject  to  government  regulation,  and  we  know  of no  probable  government
regulations.


         Marketing.   ND  Acquisition   views   government   agencies  that  are
responsible for state and federal  correctional  facilities in the United States
as its primary potential customers.  We maintain satisfactory relations with the
Oklahoma  Department of  Corrections,  who awards all state contracts to private
corrections facilities companies in Oklahoma.

                  We market our  business  park space  locally  through  our own
efforts and local real estate brokers.

                  We  will  market  our  Cadeum  product  to  telecommunications
carriers of all types.  We  anticipate  that they will market  Cadeum's  unified
messaging capabilities to their customers. Initially, our marketing efforts will
be conducted by Brian  Bothroyd,  the  president  of Sooner  Communications.  We
anticipate  our Beta test will be  sufficiently  concluded  that we can commence
marketing Cadeum during next year's second fiscal quarter.


         Employees.   R.C.  Cunningham  II,  our  president  and chairman of the
board,  works on a  full-time  basis for us and all of our subsidiaries.   Brian
Bothroyd, president of our  Sooner Communications  subsidiary,  works full time.
R.C. Cunningham III and Ron Alexander both work for us on a full-time basis.

                  ND Acquisition has 29 full-time and six part-time employees at
September 30, 2000. ND Acquisition employs management, administrative, clerical,
security,   educational  services,   and  general  maintenance   personnel.   ND
Acquisition  through  subcontractors also provides health care and food service.
All jurisdictions  require correction officers to complete a specified amount of
training prior to employment.

                  Our business park employs two persons full-time and one person
part time. Sooner  Communications  employs four persons full-time and one person
part-time.  Sooner Holdings, the holding company,  employs two persons full-time
and one person part-time.

                  When the need exists,  we or our  subsidiaries  use  temporary
employees or subcontractors to perform administrative services.

         Competition.  The  private  correctional  services  business  is highly
competitive, with few barriers to entry. To our knowledge, there are at least 17
companies  engaged in the  management  and operation of privatized  correctional
detention facilities.  ND Acquisition'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 ND Acquisition's.

                  ND Acquisition  competes 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.

                  Our business  park  competes  with  numerous  commercial  real
estate  providers in the Oklahoma  City  metropolitan  area. As of September 30,
2000, the business park is 97% leased.

                  The unified  messaging  service  offered by our Cadeum product
will compete with similar unified  messaging  products now being  introduced and
developed  in the U.S.  by  several  providers  of  enhanced  telecommunications
services. To the extent of our knowledge,  our competitors are marketing or will
market their products  directly to the retail sector.  We, however,  will market
Cadeum to telecommunications  carriers who will enhance their services for their
customers with Cadeum's unified  messaging  product and, in time, other products
we expect to develop from this Class 5 platform.

Patents

         Sooner  Holdings has no patents.  We will soon file for  trademark  and
trade name protection for our Cadeum telecommunications product.

Government Approval of Principal Products; Government Regulations

         In  order  to  obtain  and  maintain   contracts  to  operate   private
correctional  facilities,  ND Acquisition has to demonstrate to the governmental
agencies  that  supply  offenders  that  we  comply  with  their  standards  and
regulations.  Recently,  the  Oklahoma  Department  of  Corrections  retained  a
national authority on "halfway house" operations to assess all halfway houses in
Oklahoma  with  regard to their  compliance  with an  "effective  interventions"
agenda  developed  by the  National  Institute  of  Corrections.  The  authority
reported to  Oklahoma's  Governor that ND  Acquisition  is "well on their way to
having a program for female offenders that can serve as a national model."

         There is no need to obtain  government  approval  to lease space in our
business park or to sell our Cadeum product.

Cost and Effects of Complying with Environmental Laws

         There are no significant costs involved in complying with environmental
laws in operating our correctional facility and our business park.

Working Capital Requirements

         We have no  requirement  for  additional  working  capital based upon a
successful refinancing of our correctional facility, discussed elsewhere in this
document.

Product Research and Development

         We have spent  approximately  $168,000 this fiscal year on research and
development  activities regarding our Cadeum product.  None of this was borne by
customers.  We will continue to perform  research and development  activities on
software development for products that Cadeum is capable of hosting.

Additional Employees

         Upon  successful  implementation  and  marketing,  we plan to hire  six
additional  full-time  employees to perform research and development work on our
Cadeum  product  and to  assemble  Cadeum  units for sale to  telephone  service
providers.


ITEM 2. Description of Property

         The Correctional Facility

         ND  Acquisition'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 North Lincoln Boulevard in Oklahoma City,  Oklahoma.
The facility has a 220-bed capacity,  and as of September 30, 2000, the facility
is 89 percent occupied. This property is subject to

        -         a first mortgage that secures a  promissory note in the amount
                  of  $530,242  due  April 20, 2001,  with interest at  New York
                  prime plus two percent, and

        -         a second mortgage that secures a promissory note in the amount
                  of  $1,239,246  due June 1, 2001,  with stated  interest of 10
                  percent a year but effective interest at 15 percent a year.

                  The  federal  tax cost basis of the  correctional  facility is
$777,647 as of September 30, 2000. For purposes of depreciation, the $365,746 in
improvements  portion of such tax basis is being depreciated at approximately 15
percent a year,  MACRS  method over a claimed life of 39 years of which 36 years
remain.

         We pay annual realty taxes of $2,100,  which is at an  approximate  .30
percent tax rate.

         We have plans to improve  the  property by adding  sufficient  space to
house an  additional  42 beds for an expected  increase in female  inmates.  The
estimated cost of adding the planned 3,150 square foot expansion is $70,000.  We
believe we will be able to finance this expansion through a bank loan guaranteed
by our president,  R.C.  Cunningham II. The realty tax rate, annual realty taxes
and estimated taxes on the proposed improvements are $210.

         This property, and our ability to liquidate its mortgaged indebtedness,
are  subject to our  ability to survive  in the  private  correctional  services
business.  There is considerable competition in this industry. Our operation for
female offenders,  however, operates near capacity.  Further, a recent enactment
by the Oklahoma  State  Legislature  makes it mandatory  that all prison inmates
convicted of non-violent  offenses with non-violent  juvenile and  institutional
records  must  spend at  least 90 days in an  accredited  halfway  house  before
release from the Oklahoma prison system.

         In the opinion of  management,  the property is  adequately  covered by
insurance.

         The Business Park

         CO Park's industrial  business park property consists of five buildings
totaling  approximately  126,500 square feet on five acres of real estate.  This
property is located at our  corporate  address at the  intersection  of I-40 and
Agnew  Street  in  Oklahoma  City,  Oklahoma.  We and  our  subsidiaries  occupy
approximately  2,100  square feet and the  remainder of the  industrial  park is
leased to 24  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 us and our  affiliates,  the
facility  was 100%  occupied.  As of  September  30,  2000,  the facility is 97%
occupied.  This  property  is  subject  to a  first  mortgage  that  secures  an
installment promissory note in the amount of $2,484,212 due in full on August 1,
2009, with interest at 8.8 percent.

         There is  considerable  competition  in the business  park  industry in
Oklahoma  City.  However,  we have  operated  at 81 percent or better  rates for
several years, and leased commercial  property  occupancy rates have been rising
in the Oklahoma City metropolitan area.

         We believe the business park and its properties are adequately  covered
by insurance.

         The following  tenant leases ten percent or more of the rentable square
footage:

                              Principal Nature           Principal Provisions
   Name of Lessee             of its Business            of the Tenant's Lease
--------------------          ----------------         -------------------------

Harbor Freight Tools            Retails tools          Monthly rental of $8,000.
                                                       Lease  expires  11-30-03.
                                                       Four  successive  options
                                                       to renew,  each for a  5-
                                                       year term.

         The other principal businesses,  occupations and professions carried on
in or from the business park:

         -        restaurant,
         -        pick-up parts,
         -        neon signs and banners,
         -        shoes and clothing,
         -        home and window cleaning,
         -        construction company,
         -        lawn care,
         -        water company,
         -        casters and supplies,
         -        print shop,
         -        overhead door company,
         -        linex spray, and
         -        steering column repair.

         The average  effective annual rental a square foot in the business park
was $3.90 on September 30, 2000.


         The  following is a schedule of the lease  expirations  for fiscal year
ending  September  30,  2001 and the  following  five years.  No existing  lease
extends beyond 2006.
<TABLE>

           No. of                                               Percentage of
           Tenants                                               Gross Annual
Fiscal   Whose Lease   Square Footage of   Annual Rental of   Rental Represented
 Year    Will Expire     Existing Lease     Expiring Lease    By Expiring Leases
------   -----------   -----------------   ----------------   ------------------
<S>           <C>           <C>               <C>                    <C>
 2001         6             20,763            $  70,020              16.5

 2002         5             14,346            $  47,928              11.3

 2003         9             42,305            $ 156,408              36.9

 2004         2             20,320            $ 126,000              29.7

 2005         0                  0                    0               0.0

 2006         1              5,880            $  24,000               5.7
</TABLE>


         Depreciation on the Business Park

         The federal tax cost basis of the  Business  Park is  $3,084,781  as of
September 30, 2000. For purposes of  depreciation,  the $679,504 in improvements
portion of such tax basis is being  depreciated at 2.5 percent a year,  straight
line method over a claimed life of 40 years of which 28 to 40 years remain.

         We pay annual  realty taxes of $14,168,  which is at a 0.46 percent tax
rate.

         Other Properties

         CO Beverages had no real property.

ITEM 3. LEGAL PROCEEDINGS

         In  February  1998,  a lawsuit  was  filed by one of the  owners of New
Direction Centers of America,  L.L.C. against us relating to the purchase of the
community  correctional  business. On January 18, 2000, a settlement was reached
which includes a payment of $76,000.

         We are 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 our results of operations or financial condition.


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

         In fiscal 2000,  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 Common Equity and Related Stockholder Matters

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our  common  stock  trades on the OTC  Bulletin  Board  under the stock
symbol "SOON".  The high and low bid  information  for the stock during the year
ended  December  31, 1999 and the nine months  ended  September  30, 2000 is set
forth  below.  The  information  was obtained  from the OTC  Bulletin  Board and
reflects  inter-dealer prices,  without retail mark-up,  mark-down or commission
and may not represent actual transactions:
<TABLE>

  Calendar Quarter                   High                       Low
  ----------------                  ------                     ------
<S>        <C>                       <C>                        <C>
  1999:    1st Qtr                   0.313                      0.06
           2nd Qtr                   0.313                      0.06
           3rd Qtr                   0.313                      0.06
           4th Qtr                   0.188                      0.06

  2000:    1st Qtr                   0.488                      0.08
           2nd Qtr                   0.500                      0.188
           3rd Qtr                   0.500                      0.188
</TABLE>

Shareholders

         As of September 30, 2000, we had 566 shareholders of record.  This does
not include the holders whose shares are held in a depository  trust in "street"
name. As of September 30, 2000,  1,451,038 shares (or approximately 8.6 percent)
of the issued and  outstanding  stock were held by  Depository  Trust Company in
"street" name.

Dividend Information

         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.

Reports to Security Holders

         We file reports with the  Securities  and  Exchange  Commission.  These
reports are annual 10-KSB,  quarterly  10-QSB 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 450
Fifth Street, N.W., Washington, D.C. 20549. 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 6. Management's Discussion and Analysis or Plan of Operation

MANAGEMENT'S DISCUSSION AND ANALYSIS

Background and Introduction

         Charlie O Beverages,  Inc. was formed in 1986 to enter the in-home soda
fountain  business.  Subsequently,  we evolved into a  multi-subsidiary  holding
company in diverse  businesses  and changed our name to Sooner  Holdings,  Inc..
During 1996 and early 1997 we narrowed  our focus to Oklahoma  real estate while
seeking  new  business  opportunities.  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  April  2000,  we  formed  a  subsidiary,   Sooner
Communications, Inc., to enter the telecommunications support business.

         Effective  with this  filing,  we are changing  our  reporting  year to
September 30.

Liquidity  and Capital  Resources - September  30, 2000 compared to December 31,
1999:

         Cash flow provided by operations  increased $59,961,  and from negative
to positive,  (percentage NA) during the nine months ended September 30, 2000 as
compared to the year ended  December 31,  1999,  due  primarily  to  significant
non-cash expenses.  Cash flows used in investing  activities  decreased $127,244
(44%) due  primarily  to a  significant  reduction  in  tenant  build out at our
business park (-$175,081), offset by increased leasehold improvement activity at
our  correctional  subsidiary  (+$26,288),   and  increased  cash  purchases  of
equipment related to our  communications  business  (+$76,846).  The decrease in
cash used in investing  activities  also reflects a reduction in amounts owed as
trust  liabilities  for  inmate  wages.  Cash flows  from  financing  activities
decreased  $330,384  (69%) due  primarily to decreased  net  borrowings on notes
payable, and purchase of stock totaling $60,000.

         We have had severe  liquidity  problems for the last several years. Our
liquidity is reflected in the table below, which shows comparative  deficiencies
in working capital:

                                      September 30,         December 31,
                                          2000                  1999

Deficiency in working capital         $ (1,863,838)         $   (96,224)
                                      =============         ============

         Although our working capital is negative, we have been able to meet our
obligations  as a result of the financial  support  received from certain of our
related  parties.  Our current working  capital,  which has been provided in the
form of short- and long-term  debt, has been primarily  supplied  either by R.C.
Cunningham II, our chairman of the board and president,  or by Aztore  Holdings,
Inc., a Phoenix,  Arizona-based  investment company.  Aztore holds various notes
and liabilities against us and has agreed to forebear and restructure a majority
of these liabilities as part of the acquisition by New Directions.

         As of April  11,  2000,  we  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  April  20,  2001.  This  note is an  annually
renewable,  fixed payment note. We have received assurances that, absent default
or a serious  decline in the  financial  position of our ND  Acquisitions,  Inc.
subsidiary, this note will be renewed. As of the balance sheet date of September
30,  2000,  this note has a balance due of $530,242 and is  classified  as short
term due to the above mentioned extended due date. No other terms changed.  This
note is not in default.

         As a part of the acquisition of our correctional  business, we issued a
single-pay  note with a face amount of  $1,000,000,  due June 1, 2001. As of the
balance sheet date,  this note has a balance of  $1,239,247,  including  accrued
interest.  We expect to be able to  refinance  this note with an outside  lender
prior to the due date. This note is not in default.

         These two notes represent  $1,769,489 of our $1,863,838 working capital
deficiency.

         Exclusive of funds required for debt repayment,  we believe that we can
borrow any additional funds from our related parties to maintain our operations,
although  there can be no  assurance  that such  funds  will be  available  when
needed.  In the event that we cannot  refinance,  or obtain  forbearance  on our
current  liabilities  or on our long-term  liabilities as they come due, we will
undoubtedly face further severe liquidity problems which may lead to litigation,
the inability to transact  business,  or  foreclosure  actions  being  initiated
against a majority of our assets.

         In June 1999, we refinanced  the debt on Charlie O Business  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,  we reached an  agreement  with Aztore and
associated  companies to exchange  approximately  $450,000 in notes  payable and
accrued  interest.  In exchange for the notes payable and accrued  interest,  we
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 us of approximately $107,000, net of tax.


Results of Operations - The nine months ended September 30, 2000 compared to the
year ended December 31, 1999:

         The following table  illustrates  our revenue mix.  Unaudited data from
the Form 10-QSB filed for the third quarter of 1999 are presented for comparison
purposes to our nine months ended September 30, 2000.
<TABLE>

                                              Nine Months
                           Nine Months           Ended
                              Ended            September         Year Ended
                            September           30, 1999          December
                             30, 2000    %    (Unaudited)   %     31, 1999    %
                           -----------  --    -----------  --    ----------  --
<S>                        <C>          <C>   <C>          <C>   <C>         <C>
Real estate leasing        $  301,924   20    $  253,582   17    $  362,404  19
  revenues
Correctional revenues       1,240,666   80     1,203,931   83     1,570,029  81
                           -----------        -----------        -----------
       Total revenues      $1,542,590         $1,457,513         $1,932,433
                           ===========        ===========        ===========
</TABLE>


         Total revenues decreased by $389,843,  or 20%, in the nine months ended
September  30, 2000 as compared to the twelve  months  ended  December 31, 1999.
However,  this represents an increase in average revenues of $7,016 per month at
our correctional  subsidiary,  or a 5% average fee/occupancy increase a month in
2000 over 1999.

         Our  business  park  revenues  decreased  $60,480,  or 17%, in the nine
months ended  September 30, 2000 as compared to the twelve months ended December
31, 1999.  However,  this  represents an increase of $3,347 per month in average
revenue.  This also includes the loss of a major tenant (15,000 sq. ft.) in May,
2000.  All but 4,000 sq. ft. of this area has been  released as of September 30,
2000.  At September 30, 2000,  the business park was 97% occupied,  net of space
used by us. 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 we will maintain
our high occupancy rate.
<TABLE>

                                              Nine Months
                           Nine Months           Ended
                              Ended            September         Year Ended
    Operating Expenses      September           30, 1999          December
(Before Interest Expense)    30, 2000    %    (Unaudited)   %     31, 1999    %
-------------------------  -----------  --    -----------  --    ----------- --

<S>                        <C>           <C>  <C>          <C>   <C>         <C>
Real estate leasing        $  120,084    7    $  131,807   11    $  180,289  11
  expenses
Correctional expenses       1,155,962   71     1,113,853   87     1,355,107  85
Corporate expenses            130,888    8        27,845    2        64,976   4
Communications expenses       231,779   14             0    0             0   0
                           -----------  --    -----------  --    ----------- --
  Total Operating Expenses $1,638,713         $1,273,505         $1,600,372
                           ===========        ===========        ===========
</TABLE>

         Total  operating  expenses for the nine months ended September 30, 2000
were  $1,638,713,  as compared to total expenses for the year ended December 31,
1999  period of  $1,600,372.  This  represents  an  increase of $38,341 in total
operating  expenses for the nine months ended  September  30, 2000 versus twelve
months in 1999.  Expenses  incurred in starting up our  communications  business
during the period amounted to $231,779, including a $45,000 accrual for deferred
salary  to  the  subsidiary  president.   Total  depreciation  and  amortization
decreased  by  $20,423.  Expenses  at our  correctional  facility  decreased  by
$169,998,  exclusive of a reduction in depreciation and amortization of $54,621.
The increase in operating expenses at the correctional  facility  represents the
amounts  necessary to accommodate our increased inmate  population.  Expenses at
our commercial leasing facility decreased by $60,205, primarily due to decreased
fees for leasing  and  refinancing.  In  addition,  general  and  administrative
expenses at our corporate  activity,  consisting  primarily of professional  and
management fees, increased due to non-cash compensation paid in stock.

Capital Expenditures and Commitments

         During the nine months ended September 30, 2000, we spent approximately
$207,519,  exclusive of the software  discussed below, on capital  expenditures.
Approximately  $95,000 of these expenditures  relate to the purchase of hardware
for the  communications  subsidiary.  NDAC spent $30,000 on the purchase of vans
necessary for inmate  transportation,  $23,000 on finishing out additional rooms
to  accommodate  the  increasing  inmate  population,  and $11,000 on furniture,
fixtures,  and computers.  The business park spent approximately  $47,000 on the
tenant build-out and other park improvements.

         The  communications  subsidiary  acquired  rights to  certain  software
during the quarter. This software is capitalized at $396,000.

Going Concern and Management Plans

As shown in the financial statements,  we incurred a net loss of $521,380 during
the nine month period ended September 30, 2000 and, as of that date, our current
liabilities  exceeded its current assets by $1,863,838 and our total liabilities
exceeded our total assets by $519,162.

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

         ND Acquisitions, Inc - During the nine months ended September 30, 2000,
ND  Acquisitions,  Inc.  generated  a  positive  cash  flow from  operations  of
approximately $103,500.  Inmate population has increased from an average of less
than 130 per day to in excess of 170 per day.  This  operation is subject to two
notes which, by their terms,  are classified as short term in these  financials.
One of the notes is an annually  renewable  first  mortgage.  The first mortgage
note  holder has  indicated  that,  absent  default or a serious  decline in the
financial position of ND Acquisitions, Inc., the note will be renewed. The other
note is a single  pay note due June 1,  2001.  We  intend  to  obtain  long term
financing  to  retire  this  note.  Upon  refinancing,  this  operation  will be
self-supporting.

         Charlie O Business Park, Inc. -  During the nine months ended September
30, Charlie O Business Park, Inc. generated a positive cash flow from operations
of  approximately  $53,700.  As of the  balance  sheet  date,  the park was  97%
occupied.  This operation is self-supporting.

         Sooner  Communications,  Inc. - Sooner  Communications has generated no
revenue to date.  We are working  with our  regional  customer  to complete  the
interface for voice mail into the system of a major telecommunications provider.
We expect to complete  testing of, and begin  marketing,  the unified  messaging
system by February 1, 2001.

Factors That May Affect Future Results

         A number of  uncertainties  exist that may affect our future  operating
results.  These include the uncertain general economic  conditions,  the ongoing
support of our president, R. C. Cunningham,  our ability to refinance our short-
and long-term  liabilities  on  satisfactory  terms,  and our ability to acquire
sufficient funding to sustain our operations and develop new businesses.

         A majority of these issues directly or indirectly relate to our ability
to sell  additional  equity or obtain  additional  debt at reasonable  prices or
rates,  if at all. Our company and all its  subsidiaries  have had  unsuccessful
operating histories and have been consistently  unprofitable.  Recently,  two of
our subsidiaries have shown positive cash flows from operations. Our competition
would almost uniformly have more resources and capital in general than we do. If
we expand, we will have to attract satisfactory  operating  personnel.  If we or
any of our subsidiaries  experience any substantial reversal,  including but not
limited to the areas discussed above,  such entity may have to seek formal court
protection from creditors.



<PAGE>



ITEM 7. Financial Statements

         The following financial  statements listed in the table below have been
prepared in accordance with the requirements of Item 310(a) of Regulation SB.


               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 September 30, 2000 and December 31, 1999, and the
related consolidated  statements of operations,  stockholders' deficit, and cash
flows for the nine month period ended September 30, 2000 and year ended December
31, 1999.  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 auditing standards generally accepted
in the  United  States of  America.  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 September 30, 2000 and December 31, 1999, and the
consolidated  results of their operations and their  consolidated cash flows for
the nine month period ended  September 30, 2000 and the year ended  December 31,
1999 in conformity with accounting  principles  generally accepted in the United
States of America.

As  shown  in the  financial  statements,  the  Company  incurred  a net loss of
$521,380  during the nine month period ended  September 30, 2000 and, as of that
date,  the  Company's  current  liabilities   exceeded  its  current  assets  by
$1,863,838  and its total  liabilities  exceeded  its total  assets by $537,162.
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
November 15, 2000



<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                 September 30,     December 31,
                                                     2000              1999
                                                ---------------   --------------
                                     ASSETS
CURRENT ASSETS
<S>                                              <C>               <C>
  Cash and cash equivalents                      $     175,827     $    177,899
  Restricted cash                                       11,498           36,409
  Accounts receivable, net of allowance
     of $7,013 in 1999                                 157,037          134,663
  Other current assets                                  21,295           40,189
                                                ---------------   --------------
                  Total current assets                 365,657          389,160

PROPERTY AND EQUIPMENT, net                          3,080,594        2,966,550

INTANGIBLE ASSETS, net of accumulated
  amortization of $487,432 in 2000 and
  $308,364 in 1999                                   1,663,049        1,444,429

OTHER ASSETS                                           478,484          467,509
                                                ---------------   --------------
                                                 $   5,587,784     $  5,267,648
                                                ===============   ==============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
  Accounts payable                              $     103,082      $    149,163
  Accrued liabilities                                 287,204           243,973
  Deferred revenue                                     24,335            36,106
  Current portion of notes and royalty
    payable, net of discount of $91,753
    in 2000                                         1,814,874            56,142
                                                --------------    --------------

                  Total current liabilities         2,229,495           485,384

NOTES PAYABLE, less current portion and
  net of discount of $215,334 in 1999               3,473,046         5,039,884

ROYALTY PAYABLE, less current portion and net
  of discount of $705,595 in 2000 and $821,085
  in 1999                                             422,405           427,162

COMMITMENTS AND CONTINGENCIES                               -                 -

REDEEMABLE COMMON STOCK, $.001 par value;
  500,000 shares issued and outstanding in 2000       468,500                 -

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, 16,888,016
    shares in 2000 and 8,471,350 shares in
    1999, less 500,000 shares subject to
    repurchase in 2000                                 16,388             8,471
  Additional paid-in capital                        5,977,490         5,532,907
  Accumulated deficit                              (6,747,540)       (6,226,160)
  Related party receivable from stock purchase       (252,000)                -
                                                --------------    --------------
                                                   (1,005,662)         (684,782)
                                                --------------    --------------
                                                 $  5,587,784      $  5,267,648
                                                ==============    ==============
</TABLE>

        The accompanying notes are an integral part of these statements.
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                  Nine month
                                                 period ended       Year ended
                                                 September 30,     December 31,
                                                     2000              1999
                                                --------------    --------------
Revenues
<S>                                              <C>               <C>
  Rental                                         $    301,924      $    362,404
  Service                                           1,240,666         1,570,029
                                                --------------    --------------
     Total revenues                                 1,542,590         1,932,433

Expenses
  Cost of services                                    513,289           752,723
  General and administrative                          849,860           551,662
  Depreciation and amortization of
    intangible assets                                 275,564           295,987
                                                --------------    --------------
     Total operating expenses                       1,638,713         1,600,372
                                                --------------    --------------
     Income (loss) from operations                    (96,123)          332,061

Other (income) expense                                 (9,961)           32,274
Interest expense                                      435,218           611,712
                                                --------------    --------------
                                                      425,257           643,986
                                                --------------    --------------
     Loss before income taxes and
       extraordinary item                            (521,380)         (311,925)

Income tax benefit - deferred                               -            70,000
                                                --------------    --------------
     Loss before extraordinary item                  (521,380)         (241,925)

Extraordinary gain on extinguishment of
  debt, net of income taxes of $70,000                      -           116,010
                                                --------------    --------------
     NET LOSS                                    $   (521,380)     $   (125,915)
                                                ==============    ==============

Basic and diluted loss per common share
    Loss before extraordinary item               $       (.04)     $       (.03)
    Extraordinary gain                                      -               .02
                                                --------------    --------------
    Basic and diluted loss per common share      $       (.04)     $       (.01)
                                                ==============    ==============

    Weighted average common shares outstanding     13,201,885         8,471,350
                                                ==============    ==============
</TABLE>






        The accompanying notes are an integral part of these statements.

<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>

                              Nine month  period  ended  September  30, 2000 and year ended December 31, 1999


                                                Common stock         Additional                    Related         Total
                                         -------------------------     paid-in     Accumulated      party      stockholders'
                                            Shares       Amount        capital       deficit      receivable      deficit
                                         ------------  -----------  ------------  -------------  -----------  ---------------
<S>                                      <C>           <C>          <C>           <C>            <C>          <C>
Balance at January 1, 1999                 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)

Issuance of stock April 29, 2000           6,250,000        6,250       368,750              -     (252,000)         123,000

Issuance of stock in satisfaction of a
    note payable to a related party        1,666,666        1,667        98,333              -            -          100,000

Issuance of redeemable common stock          500,000            -             -              -            -                -

Accretion of redeemable common stock               -            -       (22,500)             -            -          (22,500)

Net loss                                           -            -             -       (521,380)           -         (521,380)
                                         ------------  -----------  ------------  -------------  -----------  ---------------

Balance at September 30, 2000             16,888,016    $  16,388    $5,977,490    $(6,747,540)   $(252,000)   $  (1,005,662)
                                         ============  ===========  ============  =============  ===========  ===============




</TABLE>


        The accompanying notes are an integral part of these statements.
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                  Nine month
                                                 period ended       Year ended
                                                 September 30,     December 31,
                                                     2000              1999
                                                --------------    --------------
Increase (Decrease) in Cash
Cash flows from operating activities
<S>                                              <C>               <C>
  Net loss                                       $   (521,380)     $   (125,915)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities
      Depreciation and amortization                   275,564           295,987
      Accretion of discount on notes and
        royalty payables                              123,580           152,000
      Write-off of other assets                             -            27,315
      Loss on disposition of property and
        equipment                                           -            16,817
      Extraordinary gain on extinguishment of
        debt                                                -          (186,010)
      Common stock issued for compensation             93,000                 -
      Changes in assets and liabilities
        Accounts receivable                           (22,374)            2,476
        Other current assets and other assets           3,211           (88,751)
        Accounts payable                              (46,081)            6,342
        Accrued liabilities and other
          liabilities                                 115,141          (153,556)
        Deferred revenue                              (11,771)            2,224
                                                --------------    --------------
Net cash provided by (used in)
            operating activities                        8,890           (51,071)

Cash flows used in investing activities
  Purchase of property and equipment                 (187,519)         (253,443)
  Decrease (increase) in restricted cash               24,911           (36,409)
                                                --------------    --------------
Net cash used in investing activities                (162,608)         (289,852)

Cash flows from financing activities
  Borrowings on notes payable                         321,178         3,265,111
  Repayments of notes payable                        (225,456)       (2,665,237)
  Royalty payments                                     (4,076)           (4,955)
  Loan financing fees                                       -          (112,889)
  Issuance of common stock                             60,000                 -
                                                --------------    --------------
Net cash provided by financing activities             151,646           482,030
                                                --------------    --------------
NET INCREASE (DECREASE) IN CASH                        (2,072)          141,107

Cash at beginning of year                             177,899            36,792
                                                --------------    --------------
Cash at end of year                              $    175,827      $    177,899
                                                ==============    ==============
Cash paid for interest                           $    219,469      $    532,254
                                                ==============    ==============
</TABLE>

        The accompanying notes are an integral part of these statements.
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



Supplemental Disclosure of Noncash Investing and Financing Activities

During the nine month period ended September 30, 2000, the following occurred:

In connection  with  settlement of the lawsuit  discussed in Note L, $71,910 was
transferred from accrued liabilities to notes payable.

In connection with noncash issuances of stock, the Company recorded:

    In exchange  for 500,000  shares of stock:  intangible  assets of  $396,000,
property of $20,000,  compensation  of $30,000,  and  redeemable common stock of
$446,000.

    In exchange for 5,200,000 shares of stock:  notes receivable of $312,000.

    In exchange for 1,666,666 shares of stock:  a  reduction in stockholder debt
of $100,000.

    In exchange for 1,050,000 shares of stock:  compensation expense of $63,000.

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).






        The accompanying notes are an integral part of these statements.



<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                    September 30, 2000 and December 31, 1999


NOTE A - ORGANIZATION AND OPERATIONS

    Sooner Holdings, Inc. ("Sooner" or the "Company"),  an Oklahoma corporation,
    through its  subsidiaries,  conducts  business in three  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 which
    operates a minimum security correctional facility.   Sooner  Communications,
    Inc.("Telecommunications") formed on April 24, 2000, is engaged in providing
    enhanced services to the telecommunications industry.

    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
    $987,662, and has a working capital deficiency of $1,863,838 as of September
    30, 2000. 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.  Plans regarding the Company's primary operations are as
    follows,  however,  there  is no  assurance  that  these  objectives  can be
    achieved:

       NDAC -- During the nine months ended September 30, 2000, NDAC generated a
       positive cash flow from  operations  of  approximately  $103,500.  Inmate
       population  has increased  from an average of less than 130 per day to in
       excess of 170 per day. This  operation is subject to two notes which,  by
       their terms,  are  classified as short-term at September 30, 2000. One of
       the notes is an annually  renewable  first  mortgage.  The first mortgage
       note holder has indicated  that,  absent default or a serious  decline in
       the financial position of NDAC, the note will be renewed.  The other note
       is a single  pay note due June 1,  2001.  The  Company  intends to obtain
       long-term financing to retire this note. Upon refinancing, this operation
       will be self-supporting.

       Business  Park --  During  the nine  months  ended  September  30,  2000,
       Business  Park  generated  a  positive  cash  flow  from   operations  of
       approximately  $53,700.  As of the  balance  sheet  date,  the  park  was
       approximately 90% occupied. This operation is self-supporting.

       Telecommunications  -- This segment has generated no revenue to date. The
       Company is working with its regional  customer to complete the  interface
       for voice  mail into the system of a major  telecommunications  provider.
       The Company  expects to complete  testing  of, and begin  marketing,  the
       unified messaging system by February 1, 2001.


<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    September 30, 2000 and December 31, 1999


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 inmate wages held in
    trust.

    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 a business
    acquisition and the acquisition of software licenses.  These contract rights
    and software licenses are being amortized by the  straight-line  method over
    nine and five years, respectively.

    The Company assesses the recoverability of intangible assets whenever events
    or changes in  circumstances  indicate  that the carrying  amount may not be
    recoverable  through  future  cash  flows.  The  Company  believes  that  no
    impairment has occurred.


<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    September 30, 2000 and December 31, 1999


NOTE B - SUMMARY OF ACCOUNTING POLICIES - CONTINUED

    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  are  amortized  by the  effective
    interest  method over the term of the  underlying  obligation.  Accretion of
    discount  for the balloon  note was $124,000 and $152,000 for the nine month
    period  ended  September  30,  2000 and the year ended  December  31,  1999,
    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 financial instruments 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 financial instruments approximates fair value as of September 30, 2000.

    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.


<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    September 30, 2000 and December 31, 1999


NOTE B - SUMMARY OF ACCOUNTING POLICIES - CONTINUED

    12.    Reclassifications

    Certain reclassifications have been made to the 1999 financial statements to
conform to the 2000 presentation.

NOTE C - PROPERTY AND EQUIPMENT

    Property and equipment is comprised of the following as of:
<TABLE>

                                                    September 30,   December 31,
                                       Useful life      2000            1999
                                       -----------  -------------  -------------

<S>                                                  <C>            <C>
       Land                                 -        $ 1,311,400    $ 1,311,400
       Buildings and improvements         12-40        2,187,001      2,132,251
       Machinery and equipment             3-12          178,553         55,471
       Vehicles                             5             80,968         51,281
                                                    -------------  -------------
                                                       3,757,922      3,550,403
           Less accumulated depreciation                 677,328        583,853
                                                    -------------  -------------
                                                     $ 3,080,594    $ 2,966,550
                                                    =============  =============
</TABLE>

    Depreciation expense totaled $93,475 and $98,418 for nine month period ended
    September 30, 2000 and the year ended December 31, 1999, respectively.

NOTE D - OTHER ASSETS

    Other assets are comprised of the following as of:
<TABLE>

                                                    September 30,   December 31,
                                                        2000            1999
                                                    -------------  -------------

<S>                                                  <C>            <C>
       Loan commitment fee                           $   109,868    $   112,889
       Certificates of deposit                           267,000        267,000
       Related party receivable                          101,616         87,620
                                                    -------------  -------------
                                                     $   478,484    $   467,509
                                                    =============  =============
</TABLE>

    Amortization  expense  totaled  $8,468 and $2,812 for the nine month  period
         ended  September  30,  2000  and the  year  ended  December  31,  1999,
         respectively.


<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


                    September 30, 2000 and December 31, 1999


NOTE E - INTANGIBLE ASSETS

    Intangible assets are comprised of the following as of:
<TABLE>

                                                    September 30,   December 31,
                                                        2000            1999
                                                    -------------  -------------
<S>                                                  <C>            <C>
       Contract rights                               $ 1,754,481    $ 1,752,793
       Software licenses                                 396,000              -
                                                    -------------  -------------
                                                       2,150,481      1,752,793
           Less accumulated amortization                 487,432        308,364
                                                    -------------  -------------
                                                     $ 1,663,049    $ 1,444,429
                                                    =============  =============
</TABLE>

    Amortization expense totaled $179,068 and $194,757 for the nine month period
    ended September 30, 2000 and the year ended December 31, 1999, respectively.

NOTE F - NOTES PAYABLE

    Notes payable consist of the following at:
<TABLE>

                                                    September 30,   December 31,
                                                        2000            1999
                                                    -------------  -------------
    Notes  payable  to related  parties,  interest
    at 10% per annum,  payable on demand after
<S>           <C> <C>                                <C>            <C>
    September 30, 2001; uncollateralized             $ 1,004,944    $   914,946

    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 $91,753 and $215,334 at September
    30, 2000 and December 31, 1999, respectively       1,239,247      1,115,666

    Note payable to bank,  interest at New York
    prime plus 2% (effective rate 11.5% at
    September 30, 2000); collateralized by a first
    mortgage on land, building, and certificates
    of deposit; due April 20, 2001                       530,242        551,777

    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           5,000         10,000
</TABLE>


<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    September 30, 2000 and December 31, 1999


NOTE F - NOTES PAYABLE - CONTINUED
<TABLE>
                                                    September 30,   December 31,
                                                        2000            1999
                                                    -------------  -------------
    Installment note payable, interest at 8.8%,
    due August 1, 2009; collateralized by first
<S>                                                    <C>            <C>
    mortgage on real estate                            2,484,212      2,493,795

    Note payable to related party, interest at
    10%, due on demand                                    17,842          4,090
                                                    -------------  -------------
                                                       5,281,487      5,090,274
           Less current portion                        1,808,441         50,390
                                                    -------------  -------------
                                                     $ 3,473,046    $ 5,039,884
                                                    =============  =============
</TABLE>

    The Company  extinguished  a note payable to an individual of  approximately
    $135,000 for less than the carrying amount in 1999. 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  September  30,  2000  are as
follows:
<TABLE>

            Year ending September 30
<S>             <C>                                   <C>
                2001                                  $ 1,808,441
                2002                                    1,022,552
                2003                                       19,245
                2004                                       20,414
                2005                                       22,931
                Thereafter                              2,387,904
                                                     -------------
                                                      $ 5,281,487
                                                     =============
</TABLE>

NOTE G - ROYALTY PAYABLE

    As a part of a business  acquisition,  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 $1,200,000. A discount of $934,260 was imputed at the date of purchase
    by management using a 15% interest rate. Interest expense for the nine month
    period  ended  September  30, 2000 and the year ended  December 31, 1999 was
    approximately $49,924 and $67,000, respectively.


<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    September 30, 2000 and December 31, 1999


NOTE G - ROYALTY PAYABLE - CONTINUED

    Aggregate  future  principal  maturities of royalty payable at September 30,
2000 are as follows:
<TABLE>

            Year ending September 30
<S>             <C>                                   <C>
                2001                                  $     6,433
                2002                                        7,467
                2003                                        8,667
                2004                                       10,060
                2005                                       11,678
                Thereafter                                384,533
                                                     -------------
                                                          428,838
                Less current portion                        6,433
                                                     -------------
                                                      $   422,405
</TABLE>
                                                     =============
NOTE H - STOCKHOLDERS' DEFICIT

    Common Stock

    Effective  April 29, 2000, the Company  entered into an agreement to acquire
    certain software  licenses,  hardware,  and services in exchange for 500,000
    shares of the  Company's  restricted  common  stock.  As of that  date,  the
    Company  believed  the value of the stock to be $.06 per share,  or $30,000,
    and the value of the put feature to be $416,000.

    Part of the agreement  constitutes a put feature  whereby,  if the Company's
    stock does not trade at or above $1 per share during the twelfth month after
    the date of the contract,  the  stockholders  have the option to require the
    Company to repurchase the stock at $1 per share.

    The stock has been  recorded as  redeemable  common stock and excluded  from
    stockholders' equity. The difference between the carrying value of the stock
    and its redemption value is being accreted by periodic charges to additional
    paid-in capital. If, in fact, the stock does trade within the contract range
    during  the  measurement   period,  the  redeemable  common  stock  will  be
    reclassified as capital.

    On April 27, 2000, a $100,000  note payable to a related party was converted
    to equity,  using the  quoted  market  price on the date of the  transaction
    ($.06 per share).  This  resulted in the  issuance  of  1,666,666  shares of
    common stock.

    On April 29, 2000,  the Company issued  6,250,000  shares of common stock to
    employees and nonemployees in exchange for services of approximately $63,000
    and notes receivable of $312,000.


<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    September 30, 2000 and December 31, 1999


NOTE H - STOCKHOLDERS' DEFICIT - CONTINUED

    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, 2000.

    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.

    The Company uses the intrinsic  value method to account for its stock option
    plan in which  compensation  is recognized  only when the fair value of each
    option  exceeds its  exercise  price at the date of grant.  Accordingly,  no
    compensation   cost  has  been  recognized  for  the  options  issued.   Had
    compensation  cost been determined based on the fair value of the options at
    the grant dates,  the  Company's net loss and loss per share would have been
    increased to the pro forma amounts for the nine month period ended September
    30, 2000 as indicated below.

       Net loss
           As reported                                               $ (521,380)
           Pro forma                                                 $ (522,676)

       Loss per share
           As reported                                               $     (.04)
           Pro forma                                                 $     (.04)

    The fair value of each  grant is  estimated  on the date of grant  using the
    Black-Scholes  options-pricing  model  with the  following  weighted-average
    assumptions  used  for  grants  in 2000:  No  expected  dividends;  expected
    volatility of 38%,  risk-free  interest rate of 6.56%, and expected lives of
    three years.  The exercise price of all options  equaled or exceeded  market
    price of the stock at the date of grant.


<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    September 30, 2000 and December 31, 1999


NOTE H - STOCKHOLDERS' DEFICIT - CONTINUED

    Employee Stock Option Plan - Continued

    The Black-Scholes option valuation model was developed for use in estimating
    the fair value of traded options which have no vesting  restrictions and are
    fully transferable.  In addition,  option valuation models require the input
    of  highly  subjective   assumptions  including  the  expected  stock  price
    volatility.    Because   the   Company's   employee   stock   options   have
    characteristics  significantly  different from those of traded options,  and
    because changes in the subjective  input  assumptions can materially  affect
    the fair value estimate, in management's opinion, the existing models do not
    necessarily  provide a  reliable  single  measure  of the fair  value of its
    employee stock options.

    A summary of the status of the  Company's  stock option plan as of September
    30,  2000 and  changes  during the nine month  period  ended on that date is
    presented below.


                                                                      Weighted
                                                                      average
                                                                      exercise
                                                     Shares             price
                                                   ----------       ------------
<TABLE>

       <S>                                         <C>              <C>
       Outstanding at beginning of period                  -         $        -
       Granted                                       600,000         $     0.33
       Exercised                                           -         $        -
       Forfeited                                           -         $        -
                                                   ----------       ------------
       Outstanding at end of period                  600,000         $      0.33
                                                   ==========       ============
       Options exercisable at period end             600,000         $      0.33
</TABLE>

       Weighted average fair value of options
           granted during the period                         Nominal

    The following table summarizes  information  about fixed-price stock options
outstanding at September 30, 2000:
<TABLE>

                           Options outstanding              Options exercisable
                -----------------------------------------  ---------------------
                                Weighted-
                                 average     Weighted-                 Weighted-
                    Number      remaining     average       Number      average
                 outstanding   contractual    exercise    exercisable   exercise
                 at 9/30/00       life         price      at 9/30/00     price
                ------------- ------------- -----------  ------------- ---------
Exercise price
<S> <C>            <C>           <C>         <C>            <C>         <C>
    $0.33          600,000       3 years     $    0.33      600,000     $  0.33
</TABLE>
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    September 30, 2000 and December 31, 1999


NOTE I - INCOME TAXES

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

                                                   September 30,   December 31,
                                                       2000            1999
                                                  --------------  --------------
<S>                                                <C>             <C>
Income taxes at federal statutory rate             $   (177,269)   $   (106,055)
Change in valuation allowance, net of change
    in estimate of deferred tax liability               170,005          47,128
Nondeductible expenses                                        -             373
State income taxes at statutory rate                    (28,491)        (17,600)
Revisions of prior year estimates                        24,094               -
Other                                                    11,661           6,154
                                                  --------------  --------------
      Total tax benefit                            $          -    $    (70,000)
                                                  ==============  ==============

Components of deferred taxes are as follows at:
                                                   September 30,   December 31,
                                                       2000            1999
                                                  --------------  --------------
Assets
  Accounts receivable                              $          -    $      1,755
  Property and equipment                                 32,500          26,751
  Intangible assets                                     217,977         189,505
  Tax loss carryforward                               1,885,376       1,710,286
  Valuation allowance                                (1,690,725)     (1,520,720)
                                                  --------------  --------------
                                                        445,128         407,577
                                                  --------------  --------------
Liabilities
  Royalty payable and accrued liabilities              (445,128)       (407,577)
                                                  --------------  --------------
      Total                                        $          -    $          -
   </TABLE>

    The valuation  allowance  increased  $170,005 and decreased $293,055 for the
    nine month period ended  September 30, 2000 and the year ended  December 31,
    1999, 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.


<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    September 30, 2000 and December 31, 1999


NOTE I - INCOME TAXES - CONTINUED

    At September 30, 2000, the Company has net operating loss  carryforwards for
    tax purposes of approximately  $4,996,280 which will expire between 2003 and
    2020.

NOTE J - RELATED PARTY TRANSACTIONS

New Directions Centers of America LLC

    As part of a business acquisition effective June 1, 1998, 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  correctional  facility was
    subcontracted  to C&R Investments LLC ("CRI") through December 31, 1999. The
    owner of CRI owns  approximately 3% of the Company's common stock. Fees paid
    to CRI under this  management  agreement  totaled $60,000 for the year ended
    December 31, 1999.

Other Agreements

    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:
<TABLE>

                            September 30, 2000           December 31, 1999
                       ---------------------------- ----------------------------
                          Notes    Accounts payable    Notes    Accounts payable
                         Payable,    and accrued      Payable,    and accrued
                           net       liabilities        net       liabilities
                       ----------- ---------------- ----------- ----------------
<S>                    <C>         <C>              <C>         <C>
President and Chairman $  704,944  $       118,334  $  614,946  $        89,106
Aztore Holdings, Inc.     300,000           27,513     300,000           10,811
CRI                             -                -           -            5,456
NDLLC                   1,239,247                -   1,115,666                -
David Talbot                7,842                -       4,090              818
                       ----------- ---------------- ----------- ----------------
Total related party
  liabilities          $2,262,033  $        145,847 $2,034,702  $        106,191
                       =========== ================ =========== ================
</TABLE>
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    September 30, 2000 and December 31, 1999


NOTE J - RELATED PARTY TRANSACTIONS - CONTINUED

    During 1999, the Company  reached an agreement to restructure  notes payable
    and accrued  interest of  approximately  $450,000 to Aztore  Holdings,  Inc.
    ("Aztore"),  a  shareholder  and former  advisor.  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  September  30,  2000 and  December  31,  1999 was  $101,616  and
    $87,620, respectively.

    In addition,  the president and chairman has personally  guaranteed $530,242
of the Company's notes payable (see Note F).

NOTE K - 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 September 30, 2000:
<TABLE>

                         <S>                     <C>
                         2001                    $ 313,160
                         2002                      282,775
                         2003                      164,468
                         2004                       62,600
                         2005                        6,600
                                                 ----------
                                                 $ 829,603
                                                 ==========
</TABLE>

NOTE L - COMMITMENTS AND CONTINGENCIES

    During  1998, a lawsuit was filed by Talbot  against the Company  related to
    the  purchase of NDLLC and Horizon.  On January 18,  2000, a 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
    will be  resolved  without  material  effect  on the  Company's  results  of
    operations or financial condition.
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    September 30, 2000 and December 31, 1999


NOTE M - SEGMENT INFORMATION

    The Company  operates in the following three segments:  commercial  leasing,
    correctional  facility,  and   telecommunications   operation.   Information
    concerning the Company's business segments is as follows as of and for the:
<TABLE>
<CAPTION>

                                                  Nine month
                                                 period ended       Year ended
                                                 September 30,     December 31,
                                                     2000              1999
                                                --------------    --------------
Revenues
<S>                                              <C>               <C>
  Commercial leasing                             $    301,924      $    362,404
  Correctional facility                             1,240,666         1,570,029
                                                --------------    --------------
          Total                                  $  1,542,590      $  1,932,433
                                                ==============    ==============
Segment earnings (loss)
  Commercial leasing                             $     15,873      $   (186,591)
  Correctional facility                              (175,028)         (124,905)
  Corporate                                          (130,446)             (429)
  Telecommunications                                 (231,779)                -
                                                --------------    --------------
          Total                                  $   (521,380)     $   (311,925)
                                                ==============    ==============
Identifiable assets
  Commercial leasing                             $  2,586,649      $  2,605,171
  Correctional facility                             2,415,657         2,553,501
  Corporate                                         1,001,482           369,252
  Telecommunications                                  456,272                 -
  Eliminations                                       (872,276)         (260,276)
                                                --------------    --------------
         Total                                   $  5,587,784      $  5,267,648
                                                ==============    ==============
Depreciation and amortization
  Commercial leasing                             $     56,101      $     62,574
  Correctional facility                               178,792           233,413
  Corporate                                               303                 -
  Telecommunications                                   40,368                 -
                                                --------------    --------------
          Total                                  $    275,564      $    295,987
</TABLE>
                                                ==============    ==============
<PAGE>
                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

                    September 30, 2000 and December 31, 1999


NOTE M - SEGMENT INFORMATION - CONTINUED
<TABLE>

                                                  Nine month
                                                 period ended       Year ended
                                                 September 30,     December 31,
                                                     2000              1999
                                                --------------    --------------
Additions to long-lived assets
<S>                                              <C>               <C>
  Commercial leasing                             $     40,381      $    215,462
  Correctional facility                                64,269            37,981
  Corporate                                             6,023                 -
  Telecommunications                                  492,846                 -
                                                --------------    --------------
          Total                                  $    603,519      $    253,443
                                                ==============    ==============
Interest expense
  Commercial leasing                             $    166,297      $    212,980
  Correctional facility                               229,343           345,098
  Corporate                                            39,578            53,634
                                                --------------    --------------
          Total                                  $    435,218      $    611,712
                                                ==============    ==============
</TABLE>

    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 September 30, 2000 and December 31, 1999, 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 2000 and 1999  comprised 80% and 81% of total Company
    revenues, respectively. This contract is renewable annually.




<PAGE>


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

         None.

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

Directors of Sooner Holdings, Inc.

         Our current directors and their principal  occupation are listed below.
R.C.  Cunningham  III is the  son of  R.C.  Cunningham  II,  the  president  and
chairman. The ownership amount and percent represents shares of our common stock
beneficially owned by each of them as of December 15, 2000:
<TABLE>

                                                                 Ownership (1)
                            Director                           -----------------
       Name           Age    Since     Principal Occupation     Amount   Percent
--------------------- ----  --------  -----------------------  --------- -------
<S>                    <C>  <C>       <C>                      <C>       <C>
R.C. Cunningham II     73   06/01/89  Chairman and President,
                                      Sooner Holdings, Inc.    6,394,081   37.8
Ron Alexander, Sr.(2)  58   12/31/99  Vice President, New
                             (apptd   Direction Acquisition
                            12/31/99) Corp.                    1,442,000    8.5
Brian Bothroyd         37   04/25/00  President, Sooner
                                      Communications, Inc.     3,000,000   17.8
R.C. Cunningham III    35   07/03/97  Vice President, Sooner
                                      Holdings, Inc.              72,129     *
-------------------------
</TABLE>

*        Less than 1%

(1)      The amount  and percent of  ownership  is based on the  total shares of
         common stock outstanding of 16,888,016 shares as of December 15, 2000.

(2)      Includes 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.
                                                                       Director
       Name           Age     Principal Occupation       Subsidiary     Since
--------------------- ---- -------------------------- --------------- ----------

R.C. Cunningham II     73   Chairman and President,    CO Park         06/01/89
                            Sooner Holdings, Inc.      NDAC            09/04/97
R.C. Cunningham III    35   Vice President, Secretary  CO Park         07/03/97
                            Sooner Holdings, Inc.      NDAC            09/04/97
Brian Bothroyd         37   President, Sooner          Sooner          04/25/00
                            Communications, Inc.       Communications

Resumes of Directors

         R.C. Cunningham II.   Mr. Cunningham has been our chairman of the board
and  president  since  June  1988  and  of  two  of is  subsidiaries:  Charlie O
Beverages, Inc. and Charlie O Business Park Incorporated  since their respective
inceptions.  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.  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 of NDAC  since  September  1997.  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.

         Ronnie M.  Alexander,  Sr. Mr.  Alexander  became a director  of Sooner
Holdings, Inc. in 1999 and has been vice president of ND Acquisitions since June
1,  1998,  and  director  of  operations  of NDAC  since  1996.  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.

         Brian  Bothroyd.  Mr.  Bothroyd has over ten years'  experience  in the
telecommunications  industry.  In 1990 he  became  a sales  representative  with
Westel, Inc. of Austin, Texas. Westel is a long distance communications carrier.
He was  promoted to sales  manager and then to branch  manager.  In 1995 he left
Westel and co-founded and served as president of ComSource, Inc., a company that
markets  domestic  and  wholesale  international  termination  to long  distance
service providers.  He still serves as ComSource's  president.  He joined Sooner
Holdings in April 2000 and organized its Sooner  Communications  subsidiary,  of
which  he  is  president.  Mr.  Bothroyd  is  a  full-time  employee  of  Sooner
Communications  but  performs  his  duties  as  president  of  ComSource  in his
otherwise spare time.

Executive Officers, Promoters and Control Persons

         Our  current  executive  officers  as  of  September  30,  2000, or our
subsidiaries  and their  positions held  in the Company 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.


                     SOONER HOLDINGS, INC. AND SUBSIDIARIES


       Name          Age                  Title                    Officer Since
-------------------  ---- ---------------------------------------- -------------
R.C. Cunningham II    73  CEO and President, Sooner Holdings, Inc.   06/01/88*
                          CEO and President, Charlie O Business      03/15/91*
                            Park, Incorporated
                          CEO and President, ND Acquisition Corp.    09/04/97*
                          Secretary, Sooner Communications, Inc.     04/26/00
Ron Alexander, Sr.    58  Vice President, ND Acquisition Corp.       06/01/98
Brian Bothroyd        37  President, Sooner Communications, Inc.     04/25/00*
R.C. Cunningham III   35  Secretary, Sooner Holdings, Inc.           07/03/97
                          Treasurer, Sooner Holdings, Inc.           03/31/98
                          Secretary and Treasurer, Charlie O         07/03/97
                            Business Park Incorporated
                          Secretary and Treasurer, ND Acquisition    09/04/97*
                            Corp.
                          Vice President, Sooner Holdings, Inc.      07/01/00*
-------------------------
*        Date of inception of the respective companies.


Compliance with Section 16(a) of the Exchange Act

         Section 16(a) of the Exchange Act requires our officers and  directors,
and  persons  who  own  more  than  10% of a  registered  class  of  our  equity
securities, to file certain reports regarding ownership of, and transactions in,
our securities  with the Securities and Exchange  Commission  (the "SEC").  Such
officers,  directors  and 10%  stockholders  are also  required  by SEC rules to
furnish us 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, we believes that during
fiscal  1999 all the  reporting  persons  complied  with  Section  16(a)  filing
requirements.

ITEM 10. Executive Compensation

The table below sets forth all  compensation  awarded to,  earned by, or paid to
our executive officers during the last three years:
<TABLE>

                                                            Long Term Compensation
                                                            ----------------------
                                                              Awards                Payouts
                                                            ----------              -------
                       Annual Compensation                              Securities
----------------------------------------------------------  Restricted  Underlying
     Name and                                 Other Annual     Stock     Options/    LTIP      All Other
Principal Position     Year   Salary   Bonus  Compensation    Awards       SARS     Payouts  Compensation
--------------------  ------  -------  -----  ------------  ----------  ----------  -------  ------------
<S>                    <C>    <C>          <C>           <C>         <C>         <C>      <C>           <C>
R. C Cunningham, II,   2000   $     0      0             0           0           0        0             0
  CEO                  1999   $     0      0             0           0           0        0             0
                       1998   $     0      0             0           0           0        0             0(1)
Ronnie M. Alexander,   2000   $55,000      0             0           0           0        0  $     11,628
  Director and VP,     1999   $     0      0             0           0           0        0             0
  ND Acquisitions,     1998   $     0      0             0           0           0        0             0
  Inc.
R. C. Cunningham,      2000   $ 5,540      0             0           0           0        0             0
  III, Director,       1999   $     0      0             0           0           0        0             0
  Secretary, and       1998   $     0      0             0           0           0        0             0
  Treasurer
Brian K. Bothroyd,     2000   $55,000      0             0           0           0        0             0
  President, Sooner    1999   $     0      0             0           0           0        0             0
  Communications, Inc  1998   $     0      0             0           0           0        0             0
--------------------- ------ --------  ----- -------------  ----------  ----------  -------  ------------
(1)      In December 1993, Mr. Cunningham entered into an Incentive Compensation
         Agreement,  which provided remuneration to Mr. Cunningham based only on
         our revenue  performance.  Mr. Cunningham received no base compensation
         and would  receive a cash  incentive  fee of five  percent of our gross
         revenues,  payable on a quarterly basis.  This agreement was terminated
         December 31, 1998.
</TABLE>


Stock Options.   We  have adopted a  Year  2000  Stock  Option  Plan,  the major
provisions of which Plans are as follows:

         Options  granted  under  the  plans may be  "employee  incentive  stock
options"  as  defined  under  Section  422  of  the  Internal  Revenue  Code  or
non-qualified  stock options, as determined by the option committee of the board
of  directors  at the time of grant of an  option.  The plans  enable the option
committee of the board of directors to grant up to two million  stock options to
employees and  consultants  from time to time. The option  committee has granted
options as follows:

                                            No. of
                                            Shares
                          Expiration        Subject                   Exercise
                             Date          to Option                   Price
                          ----------       ---------                  --------
Melissa S. Fletcher        06-21-03         300,000                    $0.333
R.C. Cunningham III        06-21-03         300,000                    $0.333

Directors.  There  are no  arrangements  pursuant to  which  our  directors  are
compensated for their services as a director.

Employment  Contracts.  We have no employment  contracts  with any person or any
compensatory  plan or  arrangement  with any person  that would  result from the
resignation,  retirement or any other termination of a person's  employment with
us or our subsidiaries or from a change in control of the company or a change in
a person's responsibilities following a change in control of the company.


Bonuses and Deferred Compensation

         We paid no cash bonuses to any executive  officer during the year ended
September  30,  2000.  We  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 of our executive officers as of September 30, 2000.

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

         As of December 15, 2000,  other than our 2000 Stock Option Plan,  we do
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 of our executive officers.


Termination of Employment and Change of Control Arrangement

         During the nine months ended September 30, 2000, no officer,  director,
or principal  shareholder 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 our common stock as of December 15, 2000 by each shareholder who is
known by us to be the beneficial owner of more than 5% of our voting securities,
by each director and by each executive officer and by all directors and officers
as a group.
<TABLE>
                                       Number of
        Names and Addresses of           Common        Percent of
          Beneficial Owners            Shares (1)         Class
     -----------------------------    -----------    ----------------
<S>                      <C>           <C>                <C>
     R. C. Cunningham II (5)           6,394,081          37.86%
     2680 W. Interestate 40
     Oklahoma City, OK  73108

     Sheldon L. Miller  (2)              502,718           2.98%
     3000 Town Center, Ste. 1700
     Southfield, MI  48075

     Michael S. Williams (3)           1,006,256           5.96%
     3710 E. Kent Drive
     Phoenix, AZ  85044

     Lanny R. Lang (4)                   729,183           4.32%
     3536 E. Saltsage Drive
     Phoenix, Az  85044

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

     Ron Alexander, Sr. (6)(7)(8)      1,442,000           8.54%
     2901 McGee Street
     Norman, OK  73072

     Brian Bothroyd (7)                3,000,000          17.76%

     All officers and directors as
       a group (4 persons)            10,908,210          64.59%
</TABLE>

------------------------
*        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.

(1)  The number of shares  and percent are based on the current number of shares
     of common stock outstanding of 16,888,016 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 Aztore of which Mr. Williams is President
     and CEO (see further  discussion under  "Relationship with Aztore Holdings,
     Inc." under Item 12. Certain Relationships and Related Transactions).

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

(5)  An officer and director of Sooner Holdings, Inc..

(6)  A director of Sooner Holdings, Inc.

(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.


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 our anticipated activities,
certain trends with respect our revenue,  operating results,  capital resources,
and  liquidity  or with  respect to the  markets  in which we compete  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 our control. Accordingly, actual results
may  differ,  perhaps  materially,  from those  expressed  in or implied by such
forwarding-looking statements.

ITEM 12. Certain Relationships and Related Transactions

         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.

         We consider the following  transactions 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 "2000 10-KSB").



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

         Effective  November 1, 1999,  we reached an  agreement  with Aztore and
associated  companies to exchange  approximately  $450,000 in notes  payable and
accrued  interest.  In exchange for the notes payable and accrued  interest,  we
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
us of approximately $107,000, net of tax.


Relationship with R.C. Cunningham II

         In December 1993, we entered into an Incentive  Compensation  Agreement
with Cunningham.  This agreement provided  remuneration to Cunningham based only
on our revenue performance.  Cunningham received no base compensation, but would
receive a cash incentive fee of 5% of our gross revenues  payable on a quarterly
basis.  This agreement was terminated  December 31, 1998.  Also,  Cunningham has
personally guaranteed $530,242 of our notes payable.

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
was  contracted to  C&R  Investments  until  December  1999, at  which  time Mr.
Alexander became the  vice-president of  New  Direction  Acquisition Corp.  Fees
paid to CRI under  this management agreement totaled $60,000  for the year ended
December 31, 1999.  CRI owns approximately 3% of our common stock.



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

Exhibits

                                                                       Page no.
    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
                    Directions 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                             (3)

    10.16         Promissory Note between Sooner Holdings, Inc.
                    and Aztore Holdings, Inc. an Arizona
                    corporation                                           (3)

    10.17         Agreement Re: Debt Cancellation and Release
                    of Liability dated November 1, 1999 between
                    Sooner Holdings, Inc., Bulldog Investment
                    Company, L.L.C. and Aztore Holdings Inc.              (3)

19.1 thru 19.6    Other agreements                                        (1)

    22.1          Subsidiaries of the registrant                          (4)

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 8-K,  filed  June 23,  1999 (file no.
           0-18344).
(3)      Filed as an  Exhibit to our Form 10-KSB, filed April 20, 2000 (file no.
           0-18344).
(4)      Filed as an  Exhibit to our  Form SB-2, filed  September 29, 2000 (file
           no. 0-18344).


Reports on Form 8-K

         On  September  19,  2000,  we filed a report on Form 8-K  changing  our
reporting year to September 30, effective with the September 30, 2000 filing.


<PAGE>

                                   SIGNATURES

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

Date:  April 13, 2000

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

                         By: /s/
                         --------------------------------
                              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
----------------------  -------------------------------------------  -----------

/s/                     Chairman of the Board, Chief Executive
----------------------    Officer and President                       04/13/00
R. C. Cunningham II

/s/                     Secretary, Treasurer and Director
----------------------                                                04/13/00
R. C. Cunningham III

/s/                     Director                                      04/13/00
----------------------
Ronnie M. Alexander