U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                   [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2005

                                       OR

                    [ ] TRANSITION UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the transition period from ________ to ________


                              SOONER HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

  Oklahoma                          0-18344                          73-1275261
  --------                          -------                          ----------
  (state of                 (Commission File Number)               (IRS Employer
incorporation)                                                      I.D. Number)

                      921 Northwest 63rd Street, Suite 100
                             Oklahoma City, OK 73116
                                 (405) 848-7575
              ----------------------------------------------------
             (Address and telephone number of registrant's principal
               executive offices and principal place of business)


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

         Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $0.001 par value

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

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

<PAGE>

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

State issuer's revenues for its most recent fiscal year: $-0-

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold, or the $0.02 average bid and asked price of such common equity,  as of
October 20, 2005: $124,436.

As of October 20, 2005, there were 12,688,016 shares of the Registrant's  Common
Stock, par value $0.001 per share, outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) into
which the document is incorporated:  (1) any annual report to security  holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities  Act"). The listed
documents should be clearly described for identification  purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990). None

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]













                                       ii
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

Item 1   Description of Business ..............................................1
         Summary and Development of the Company ...............................1
         Business of the Company ..............................................2
         Investigation and Selection of Business Opportunities ................4
         Form of Acquisition ..................................................7
         Investment Company Act and Other Regulation ..........................9
         Competition ..........................................................9
         No Rights of Dissenting Shareholders ................................10
         No Target Candidates for Acquisition ................................10
         Administrative Offices ..............................................10
         Employees ...........................................................10
         Risk Factors ........................................................10

Item 2   Property ............................................................16

Item 3   Legal Proceedings ...................................................16

Item 4   Submission of Matters to a Vote of Security Holders .................16

Item 5   Market for Common Equity and Related Stockholder Matters ............16

Item 6   Management's Discussion and Analysis or Plan of Operation............18
         Plan of Operation for the Next Twelve Months ........................18
         Off-Balance Sheet Arrangements ......................................19
         Contractual obligations .............................................19

Item 7   Financial Statements ................................................20

Item 8   Changes In and Disagreements With Accountants on Accounting
              and Financial Disclosure .......................................32

Item 8A  Controls and Procedures .............................................32

Item 8B  Other Information ...................................................33

Item 9   Directors, Executive Officers, Promoters and Control Persons;
              Compliance with Section 16(a) of the Exchange Act ..............33
         Compliance with Section 16(a) of the Exchange Act ...................37
         Audit Committee and Audit Committee Financial Expert ................37
         Code of Ethics ......................................................37

                                      iii
<PAGE>

Item 10  Executive Compensation ..............................................37
         Stock Options .......................................................38
         Employment Contracts ................................................38

Item 11  Security Ownership of Certain Beneficial Owners
              and Management .................................................38

Item 12  Certain Relationships and Related Transactions ......................40

Item 13  Exhibits ............................................................40

Item 14  Principal Accountant Fees and Services ..............................41

Signatures ...................................................................43


















                                       iv
<PAGE>

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 proposed
to market Cadeum to telecommunications carriers.

     Until the events  described  below,  we operated the three  above-described
businesses through three subsidiaries,  ND Acquisition Corp., Charlie O Business
Park Incorporated and Sooner  Communications,  Incorporated.  These subsidiaries
and a brief summary of their  businesses until their demise in fiscal years 2003
and 2004 follow.

     ND Acquisition Corp.
     --------------------

     ND  Acquisition  Corp.   (NDAC)  owned  and  operated  a   minimum-security
correctional facility for women offenders (Northgate) and a community sentencing
facility for men  (Eastgate).  Both  facilities  were located in Oklahoma  City,
Oklahoma.  In July 2003 we were  notified that the NDAC property was included in
an area marked for improvement by the Oklahoma Capital Development Authority. In
November  2003  we  sold  this  property  to  such   Authority  and  exited  the
correctional facility line of business.

     Sooner Communications, Inc.
     ---------------------------

     On  May 2,  2000  the  Sooner  Communications  (Communications)  subsidiary
purchased all the rights to a computer based platform called Cadeum.  Cadeum was
designed to host  computer-based  telephony products developed  specifically for
telecommunication  providers. We planned to market these products on a wholesale
level to  telecommunication  carriers.  We completed  beta testing the answering
service section of Cadeum with a large  Texas-based  regional  telecommunication
provider.  Due to certain interface  issues,  marketing of the answering service
was  suspended  awaiting a  resolution.  We resolved  these  issues in the early
second quarter of fiscal 2002, at which time marketing of the answering  service
was to resume. However, the Texas-based regional telecommunications provider did
not  resume  marketing,  due to  problems  inherent  in  the  telecommunications
industry. We consider this business to now be defunct.


                                       1
<PAGE>

     Charlie O Business Park Incorporated
     ------------------------------------

     Charlie O Business  Park,  Inc.  ("CO Park")  operated a multi-unit  rental
property for business and industrial tenants located in Oklahoma City, Oklahoma.
CO Park became an operating  subsidiary  upon its formation in November 1987 and
we owned 100% of the subsidiary. During fiscal year 2002 we were notified by the
Oklahoma Department of Transportation ("ODOT") that the Business Park's improved
real property would be condemned as part of the re-working of Interstate Highway
40. In late July 2003 we settled with ODOT's  appraisers  for $4,350,000 for the
condemnation of the property. We searched for a replacement property to continue
this line of business, but we found none.

     Present activities
     ------------------

     We are out of business. Our activities consist of paying our debts, looking
for a new line of business or preparing  our company to be an  attractive  shell
corporation for a reverse merger transaction.

Employees
---------

     R.C.  Cunningham II, our president and chairman of the board,  works for no
pay on a full-time basis for us and all of our  subsidiaries in paying the debts
of the company, searching for a new line of business or preparing our company to
be an attractive reverse merger party.

Patents
-------

     Sooner Holdings has no patents.

Product Research and Development
--------------------------------

     We spent nothing on research and  development  during the fiscal year ended
September 30, 2005.

Business of the Company
-----------------------

     Our current  business  plan is to seek,  investigate,  and,  if  warranted,
acquire  one or more  properties  or  businesses,  and to pursue  other  related
activities  intended to enhance shareholder value. The acquisition of a business
opportunity  may be made by purchase,  merger,  exchange of stock, or otherwise,
and may encompass  assets or a business  entity,  such as a  corporation,  joint
venture, or partnership.  We have no capital, and it is unlikely that we will be
able to take advantage of more than one such business opportunity.  We intend to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

     At the present time we have not identified any business opportunity that we
plan to pursue,  nor have we reached any agreement or  definitive  understanding
with any person concerning an acquisition.

     It  is   anticipated   that  our  officers  and   directors   will  contact
broker-dealers  and other persons with whom they are acquainted who are involved
in corporate finance matters to advise them of our existence and to determine if
any companies or businesses  they  represent  have an interest in  considering a


                                       2
<PAGE>

merger  or  acquisition  with us.  No  assurance  can be  given  that we will be
successful in finding or acquiring a desirable business opportunity,  given that
no funds are available for  acquisitions,  or that any  acquisition  that occurs
will be on terms that are favorable to us or our stockholders.

     Our search will be directed toward small and medium-sized enterprises which
have a desire to become public  corporations  and which are able to satisfy,  or
anticipate  in the  reasonably  near future  being able to satisfy,  the minimum
asset  requirements in order to qualify shares for trading on Nasdaq SmallCap or
a stock exchange (See "Investigation and Selection of Business  Opportunities").
We  anticipate  that  the  business  opportunities  presented  to us will (i) be
recently  organized  with  no  operating   history,   or  a  history  of  losses
attributable  to  under-capitalization  or other factors;  (ii) be  experiencing
financial or operating difficulties;  (iii) be in need of funds to develop a new
product or  service  or to expand  into a new  market;  (iv) be relying  upon an
untested  product  or  marketing  concept;  or  (v)  have a  combination  of the
characteristics  mentioned in (i) through  (iv).  We intend to  concentrate  our
acquisition   efforts  on  properties  or  businesses  that  we  believe  to  be
undervalued.   Given  the  above  factors,  investors  should  expect  that  any
acquisition candidate may have a history of losses or low profitability.

     We do not propose to restrict our search for  investment  opportunities  to
any particular  geographical  area or industry,  and may,  therefore,  engage in
essentially any business, to the extent of our limited resources.  This includes
industries such as service,  finance,  natural  resources,  manufacturing,  high
technology,  product  development,   medical,  communications  and  others.  Our
discretion in the selection of business  opportunities is unrestricted,  subject
to the  availability  of such  opportunities,  economic  conditions,  and  other
factors.

     As a consequence of this registration of our securities,  any entity, which
has an interest in being  acquired  by, or merging into us, is expected to be an
entity that desires to become a public  company and  establish a public  trading
market for its securities.  In connection with such a merger or acquisition,  it
is highly  likely  that an amount of stock  constituting  control of us would be
issued  by us or  purchased  from  our  current  principal  shareholders  by the
acquiring  entity or its  affiliates.  If stock is  purchased  from the  current
shareholders,  the transaction is very likely to result in substantial  gains to
them relative to their purchase price for such stock.  In our judgment,  none of
our officers and directors  would  thereby  become an  "underwriter"  within the
meaning of the Section 2(11) of the Securities Act of 1933, as amended. The sale
of a controlling  interest by certain of our principal  shareholders could occur
at a  time  when  the  other  shareholders  of the  company  remain  subject  to
restrictions on the transfer of their shares.

     Depending  upon the nature of the  transaction,  the current  officers  and
directors  of our company may resign  management  positions  with the company in
connection  with  our  acquisition  of a  business  opportunity.  See  "Form  of
Acquisition,"  below,  and "Risk  Factors - The Company - Lack of  Continuity in
Management." In the event of such a resignation,  our current  management  would
not have any control over the conduct of the  company's  business  following our
combination with a business opportunity.

     It is anticipated  that business  opportunities  will come to our attention
from  various  sources,   including  our  officers  and  directors,   our  other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals.  We have no plans,
understandings,  agreements,  or commitments with any individual for such person
to act as a finder of opportunities for us.


                                       3
<PAGE>

     We do not  foresee  that  we  would  enter  into a  merger  or  acquisition
transaction with any business with which our officers or directors are currently
affiliated.  Should we  determine  in the  future,  contrary  to such  foregoing
expectations,  that a  transaction  with  an  affiliate  would  be in  the  best
interests  of the  company  and its  stockholders,  the  company  is in  general
permitted by Oklahoma law to enter into such a transaction if:

o    The material facts as to the  relationship or interest of the affiliate and
     as to the contract or  transaction  are disclosed or are known to the Board
     of  Directors,  and the Board in good  faith  authorizes  the  contract  or
     transaction  by the  affirmative  vote of a majority  of the  disinterested
     directors,  even though the disinterested  directors constitute less than a
     quorum; or

o    The material facts as to the  relationship or interest of the affiliate and
     as to the  contract  or  transaction  are  disclosed  or are  known  to the
     stockholders  entitled to vote thereon,  and the contract or transaction is
     specifically approved in good faith by vote of the stockholders; or

o    The contract or  transaction is fair as to the company as of the time it is
     authorized,  approved  or  ratified,  by  the  Board  of  Directors  or the
     stockholders.

Investigation and Selection of Business Opportunities
-----------------------------------------------------

     To a large  extent,  a  decision  to  participate  in a  specific  business
opportunity may be made upon  management's  analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products  or  marketing  concepts,  the  merit  of  technological  changes,  the
perceived  benefit the company will derive from becoming a publicly held entity,
and numerous other factors which are difficult,  if not  impossible,  to analyze
through the  application of any objective  criteria.  In many  instances,  it is
anticipated that the historical  operations of a specific  business  opportunity
may not necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand significantly,
change product emphasis,  change or substantially  augment  management,  or make
other changes. We will be dependent upon the owners of a business opportunity to
identify any such problems,  which may exist, and to implement,  or be primarily
responsible  for  the  implementation  of,  required  changes.  Because  we  may
participate  in a business  opportunity  with a newly  organized  firm or with a
firm,  which is entering a new phase of growth,  it should be emphasized that we
will incur further  risks,  because  management in many  instances will not have
proved its abilities or  effectiveness,  the eventual  market for such company's
products or services will likely not be established, and such company may not be
profitable when acquired.

     It is  anticipated  that  we  will  not be  able  to  diversify,  but  will
essentially  be limited to one such  venture  because of our limited  financing.
This lack of diversification  will not permit us to offset potential losses from
one business  opportunity against profits from another, and should be considered
an adverse factor affecting any decision to purchase our securities.

     It is  emphasized  that our  management  may effect  transactions  having a
potentially  adverse impact upon our shareholders  pursuant to the authority and
discretion of our  management to complete  acquisitions  without  submitting any
proposal to the stockholders for their consideration.  Holders of our securities


                                       4
<PAGE>

should not anticipate  that we necessarily  will furnish such holders,  prior to
any  merger  or   acquisition,   with   financial   statements,   or  any  other
documentation,  concerning a target company or its business.  In some instances,
however,  the proposed  participation in a business opportunity may be submitted
to  the  stockholders  for  their  consideration,  either  voluntarily  by  such
directors to seek the  stockholders'  advice and consent or because state law so
requires.

     The analysis of business  opportunities  will be undertaken by or under the
supervision of our officers,  who are not professional  business  analysts.  See
"Management." Although there are no current plans to do so, our management might
hire an outside  consultant  to assist in the  investigation  and  selection  of
business  opportunities,  and might pay a finder's fee. Since our management has
no current  plans to use any  outside  consultants  or advisors to assist in the
investigation  and  selection of business  opportunities,  no policies have been
adopted  regarding use of such consultants or advisors,  the criteria to be used
in selecting such consultants or advisors, the services to be provided, the term
of service,  or regarding  the total  amount of fees that may be paid.  However,
because of our limited resources,  it is likely that any such fee we would agree
to pay would be paid in stock and not in cash. Otherwise,  we anticipate that we
will consider, among other things, the following factors:

o    Potential  for  growth  and  profitability,  indicated  by new  technology,
     anticipated market expansion, or new products;

o    Our perception of how any particular business  opportunity will be received
     by the investment community and by our stockholders;

o    Whether, following the business combination, the financial condition of the
     business  opportunity would be, or would have a significant prospect in the
     foreseeable  future of becoming  sufficient to enable the securities of the
     company to qualify for  listing on an  exchange or on a national  automated
     securities quotation system, such as Nasdaq, so as to permit the trading of
     such securities to be exempt from the  requirements of Rule 15c2-6 recently
     adopted by the Securities and Exchange Commission.  See "Risk Factors - The
     Company Regulation of Penny Stocks."

o    Capital requirements and anticipated  availability of required funds, to be
     provided by the company or from operations,  through the sale of additional
     securities,  through joint ventures or similar arrangements,  or from other
     sources;

o    The extent to which the business opportunity can be advanced;

o    Competitive  position as compared to other  companies  of similar  size and
     experience  within the industry segment as well as within the industry as a
     whole;

o    Strength and diversity of existing management, or management prospects that
     are scheduled for recruitment;

o    The cost of  participation  by the  company as  compared  to the  perceived
     tangible and intangible values and potential; and


                                       5
<PAGE>

o    The  accessibility  of  required  management  expertise,   personnel,   raw
     materials, services, professional assistance, and other required items.

     In regard to the  possibility  that our shares would qualify for listing on
Nasdaq SmallCap,  the current standards include the requirements that the issuer
of the securities that are sought to be listed have  stockholders'  equity of at
least $5 million, a market  capitalization of at least $50 million or net income
of $750,000 in its latest  fiscal  year or two of the last three  fiscal  years.
Many,  and perhaps most, of the business  opportunities  that might be potential
candidates  for a  combination  with us would not  satisfy  the  Nasdaq  listing
criteria.

     No one of the factors  described above will be controlling in the selection
of a business  opportunity,  and management  will attempt to analyze all factors
appropriate to each  opportunity and make a determination  based upon reasonable
investigative  measures  and  available  data.  Potentially  available  business
opportunities  may occur in many  different  industries and at various stages of
development,  all of which will make the task of comparative  investigation  and
analysis  of  such  business  opportunities  extremely  difficult  and  complex.
Potential  investors  must  recognize  that,  because  of  our  limited  capital
available for  investigation  and  management's  limited  experience in business
analysis,  we may not discover or  adequately  evaluate  adverse facts about the
opportunity to be acquired.

     We are unable to predict when we may participate in a business opportunity.
We expect, however, that the analysis of specific proposals and the selection of
a business opportunity may take several months or more.

     Prior to making a decision to  participate  in a business  opportunity,  we
will generally request that we be provided with written materials  regarding the
business  opportunity  containing  such  items  as a  description  of  products,
services  and  company  history;   management  resumes;  financial  information;
available  projections,  with related  assumptions upon which they are based; an
explanation of proprietary products and services;  evidence of existing patents,
trademarks,  or services marks, or rights thereto; present and proposed forms of
compensation to management;  a description of transactions  between such company
and its  affiliates  during  relevant  periods;  a  description  of present  and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements,  or  if  they  are  not  available,  unaudited  financial
statements,   together  with  reasonable   assurances  that  audited   financial
statements  would be able to be produced within a reasonable  period of time not
to  exceed  60 days  following  completion  of a merger  transaction;  and other
information deemed relevant.

     As part of our investigation, our executive officers and directors may meet
personally  with  management and key personnel,  may visit and inspect  material
facilities,  obtain independent  analysis or verification of certain information
provided,  check  references of  management  and key  personnel,  and take other
reasonable  investigative  measures,  to the extent of the our limited financial
resources and management expertise.

     It is  possible  that the range of  business  opportunities  that  might be
available for  consideration  by us could be limited by the impact of Securities
and  Exchange  Commission  regulations  regarding  purchase  and sale of  "penny
stocks." The  regulations  would affect,  and possibly  impair,  any market that


                                       6
<PAGE>

might develop in our  securities  until such time as they qualify for listing on
Nasdaq or on another exchange which would make them exempt from applicability of
the "penny stock" regulations. See "Risk Factors - Regulation of Penny Stocks."

     Our  management   believes  that  various  types  of  potential  merger  or
acquisition  candidates  might  find  a  business  combination  with  us  to  be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition candidates that have long-term plans for raising capital through the
public sale of  securities  and believe that the possible  prior  existence of a
public  market  for  their  securities  would  be  beneficial,  and  acquisition
candidates  which  plan  to  acquire   additional  assets  through  issuance  of
securities rather than for cash, and believe that the possibility of development
of a public market for their  securities  will be of assistance in that process.
Acquisition  candidates  who have a need for an immediate  cash infusion are not
likely  to find a  potential  business  combination  with our  company  to be an
attractive alternative.

     There are no loan arrangements or arrangements for any financing whatsoever
relating to any business opportunities.

Form of Acquisition
-------------------

     It is  impossible  to predict the manner in which we may  participate  in a
business opportunity.  Specific business  opportunities will be reviewed as well
as the  respective  needs and desires of our company  and the  promoters  of the
opportunity  and,  upon the basis of that  review and the  relative  negotiating
strength of our company and such promoters, the legal structure or method deemed
by management to be suitable will be selected.  Such structure may include,  but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. We may act directly or indirectly through an
interest  in  a  partnership,   corporation  or  other  form  of   organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of our  company  with other  corporations  or forms of  business
organization,  and although it is likely, there is no assurance that our company
would  be  the  surviving  entity.  In  addition,  our  present  management  and
stockholders  most  likely  will not have  control of a  majority  of the voting
shares of the company following a reorganization  transaction. As part of such a
transaction,  our  existing  directors  may  resign  and  new  directors  may be
appointed without any vote by stockholders.

     It is likely that our company will acquire its  participation in a business
opportunity  through the  issuance of Common  Stock or other  securities  of the
company.  Although the terms of any such  transaction  cannot be  predicted,  it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the acquired company of a controlling  interest (i.e. 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a
transaction  were structured to take advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  our
current  stockholders  would  retain in the  aggregate  20% or less of the total
issued and  outstanding  shares.  This could  result in  substantial  additional
dilution in the equity of those who were  stockholders  of the company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling


                                       7
<PAGE>

interest  in the  company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").

     It is  anticipated  that any new  securities  issued in any  reorganization
would  be  issued  in  reliance  upon  exemptions,  if any are  available,  from
registration  under  applicable  federal  and  state  securities  laws.  In some
circumstances, however, as a negotiated element of the transaction, we may agree
to register such  securities  either at the time the transaction is consummated,
or under certain  conditions or at specified times  thereafter.  The issuance of
substantial  additional  securities  and their  potential  sale into any trading
market that might develop in our  securities  may have a depressive  effect upon
such market.

     We will  participate in a business  opportunity  only after the negotiation
and  execution  of a written  agreement.  Although  the terms of such  agreement
cannot  be  predicted,  generally  such  an  agreement  would  require  specific
representations  and warranties by all of the parties  thereto,  specify certain
events of default,  detail the terms of closing and the conditions which must be
satisfied  by each of the parties  thereto  prior to such  closing,  outline the
manner of bearing costs if the  transaction  is not closed,  set forth  remedies
upon default, and include miscellaneous other terms.

     As a general  matter,  we  anticipate  that our company or its officers and
principal  shareholders  will enter into a letter of intent with the management,
principals or owners of a prospective  business  opportunity  prior to signing a
binding  agreement.  Such a letter  of  intent  will set  forth the terms of the
proposed  acquisition  but will not bind any of the  parties to  consummate  the
transaction.  Execution  of a letter of intent  will by no means  indicate  that
consummation  of an acquisition is probable.  Neither our company nor any of the
other  parties  to the  letter  of  intent  will  be  bound  to  consummate  the
acquisition unless and until a definitive  agreement  concerning the acquisition
as described  in the  preceding  paragraph is executed.  Even after a definitive
agreement  is  executed,  it is  possible  that  the  acquisition  would  not be
consummated  should  any  party  elect to  exercise  any right  provided  in the
agreement to terminate it on specified grounds.

     It is anticipated that the investigation of specific business opportunities
and the negotiation,  drafting and execution of relevant agreements,  disclosure
documents and other  instruments  will require  substantial  management time and
attention and  substantial  costs for  accountants,  attorneys and others.  If a
decision is made not to  participate  in a specific  business  opportunity,  the
costs  theretofore   incurred  in  the  related   investigation   would  not  be
recoverable.  Moreover,  because many  providers  of goods and services  require
compensation at the time or soon after the goods and services are provided,  our
inability to pay until an  indeterminate  future time may make it  impossible to
procure goods and services.

     In all probability, upon completion of an acquisition or merger, there will
be a change in control through issuance of  substantially  more shares of common
stock.  Further, in conjunction with an acquisition or merger, it is likely that
management  may offer to sell a controlling  interest at a price not relative to
or reflective of any value of the shares sold by management, and at a price that
could not be achieved by individual shareholders at the time.


                                       8
<PAGE>

Investment Company Act and Other Regulation
-------------------------------------------

     We may  participate in a business  opportunity  by  purchasing,  trading or
selling the securities of such business.  We do not,  however,  intend to engage
primarily in such activities.  Specifically, we intend to conduct our activities
so as to avoid being classified as an "investment  company" under the Investment
Company Act of 1940 (the Investment Act"), and therefore to avoid application of
the costly and restrictive  registration  and other provisions of the Investment
Act, and the regulations promulgated thereunder.

     Section  3(a)  of  the   Investment  Act  contains  the  definition  of  an
"investment  company," and it excludes any entity that does not engage primarily
in the business of investing, reinvesting or trading in securities, or that does
not engage in the business of investing,  owning, holding or trading "investment
securities"  (defined as "all  securities  other than  government  securities or
securities of  majority-owned  subsidiaries")  the value of which exceeds 40% of
the value of its total assets  (excluding  government  securities,  cash or cash
items). We intend to implement our business plan in a manner that will result in
the availability of this exception from the definition of "Investment  Company."
Consequently,  our  participation  in a  business  or  opportunity  through  the
purchase and sale of investment securities will be limited.

     Our  plan  of  business  may  involve  changes  in its  capital  structure,
management,  control and business, especially if we consummate reorganization as
discussed  above.  Each of these areas is  regulated by the  Investment  Act, in
order to protect purchasers of investment company securities.  Since we will not
register as an  investment  company,  stockholders  will not be  afforded  these
protections.

     Any securities  which we might acquire in exchange for our Common Stock are
expected to be "restricted  securities" within the meaning of the Securities Act
of 1933,  as amended (the "Act").  If we elect to resell such  securities,  such
sale cannot proceed unless a registration  statement has been declared effective
by the Securities and Exchange  Commission or an exemption from  registration is
available.  Section  4(1) of the Act,  which  exempts  sales of  securities  not
involving a  distribution,  would in all  likelihood  be  available  to permit a
private  sale.  Although the plan of operation  does not  contemplate  resale of
securities acquired,  if such a sale were to be necessary,  we would be required
to comply with the provisions of the Act to effect such resale.

     An  acquisition  made  by us may be in an  industry  that is  regulated  or
licensed  by  federal,   state  or  local  authorities.   Compliance  with  such
regulations can be expected to be a time-consuming and expensive process.

Competition
-----------

     We expect to  encounter  substantial  competition  in our efforts to locate
attractive opportunities, primarily from business development companies, venture
capital  partnerships  and  corporations,  venture  capital  affiliates of large
industrial and financial  companies,  small  investment  companies,  and wealthy
individuals.  Many of these entities will have significantly greater experience,
resources and managerial  capabilities than our company and will therefore be in
a better position than us to obtain access to attractive business opportunities.


                                       9
<PAGE>

We also will  possibly  experience  competition  from other public "blank check"
companies, some of which may have more funds available than do we.

No Rights of Dissenting Shareholders
------------------------------------

     We do not intend to  provide  our  shareholders  with  complete  disclosure
documentation  including  audited  financial  statements,  concerning a possible
target company prior to acquisition,  because the Oklahoma Business  Corporation
Act vests  authority  in the Board of  Directors  to decide and approve  matters
involving  acquisitions  within certain  restrictions.  Any transaction would be
structured as an acquisition, not a merger, with the Registrant being the parent
company and the acquiree being merged into a wholly owned subsidiary. Therefore,
a shareholder will have no right of dissent under Oklahoma law.

No Target Candidates for Acquisition
------------------------------------

     None  of our  company's  officers,  directors,  promoters,  affiliates,  or
associates  has had any  preliminary  contact or  discussion  with any  specific
candidate for acquisition. There are no present plans, proposals,  arrangements,
or  understandings  with any  representatives  of the owners of any  business or
company regarding the possibility of an acquisition transaction.

Administrative Offices
----------------------

     We currently  maintain a mailing address at 1440 Glenwood  Drive,  Oklahoma
City,  OK 73118,  which is the office  address of our chief  executive  officer.
Other than this mailing address,  we do not currently  maintain any other office
facilities,  and do not anticipate the need for maintaining office facilities at
any time in the foreseeable  future. We pay no rent or other fees for the use of
this mailing address.

Employees
---------

     We are now a development  stage  company and  currently  have no employees.
Management  expects to use consultants,  attorneys and accountants as necessary,
and does not  anticipate a need to engage any full-time  employees so long as it
is seeking and  evaluating  business  opportunities.  The need for employees and
their  availability will be addressed in connection with the decision whether or
not to acquire or participate in specific business opportunities. Although there
is no current  plan with  respect to its nature or amount,  remuneration  may be
paid to or accrued for the benefit of our officers  prior to, or in  conjunction
with, the completion of a business  acquisition for services actually  rendered.
See  "Executive  Compensation"  and under  "Certain  Relationships  and  Related
Transactions."

Risk Factors
------------

     1. Conflicts of Interest.  Certain  conflicts of interest may exist between
the company and its officers and directors.  They have other business  interests
to which they devote their  attention  and may be expected to continue to do so,
although  management time should be devoted to the business of the company. As a
result,  conflicts  of  interest  may arise that can be  resolved  only  through


                                       10
<PAGE>

exercise of such judgment as is consistent with fiduciary duties to the company.
See "Management," and "Conflicts of Interest."

     It is anticipated that our officers and directors may actively negotiate or
otherwise  consent  to the  purchase  of a portion  of their  common  stock as a
condition  to,  or  in  connection   with,  a  proposed  merger  or  acquisition
transaction.  In this  process,  our officers  may  consider  their own personal
pecuniary benefit rather than the best interests of other company  shareholders,
and  the  other  company  shareholders  are  not  expected  to be  afforded  the
opportunity to approve or consent to any particular  stock buy-out  transaction.
See "Conflicts of Interest."

     2. Need For Additional Financing. We have limited funds, and such funds may
not be adequate to take advantage of any available business opportunities.  Even
if our funds prove to be  sufficient  to acquire an  interest  in, or complete a
transaction  with,  a business  opportunity,  we may not have enough  capital to
exploit the opportunity. The ultimate success of the company may depend upon its
ability to raise additional  capital. We have not investigated the availability,
source,  or terms that might govern the  acquisition  of additional  capital and
will  not  do so  until  it  determines  a need  for  additional  financing.  If
additional capital is needed, there is no assurance that funds will be available
from any source or, if available,  that they can be obtained on terms acceptable
to us. If not  available,  our  operations  will be limited to those that can be
financed with its modest capital.

     3. Regulation of Penny Stocks. Our securities,  when available for trading,
will be  subject to a  Securities  and  Exchange  Commission  rule that  imposes
special sales practice requirements upon broker-dealers who sell such securities
to  persons  other than  established  customers  or  accredited  investors.  For
purposes of the rule, the phrase "accredited investors" means, in general terms,
institutions  with assets in excess of $5,000,000,  or individuals  having a net
worth in excess of $1,000,000  or having an annual income that exceeds  $200,000
(or  that,  when  combined  with  a  spouse's  income,  exceeds  $300,000).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to the  transaction  prior to the  sale.  Consequently,  the rule may
affect the ability of broker-dealers  to sell the company's  securities and also
may affect the ability of purchasers  in this offering to sell their  securities
in any market that might develop therefore.

     In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3,  15g-4,  15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act
of 1934, as amended. Because our securities may constitute "penny stocks" within
the  meaning of the  rules,  the rules  would  apply to our  company  and to its
securities. The rules may further affect the ability of owners of shares to sell
the securities of the company in any market that might develop for them.

     Shareholders  should be aware that,  according to  Securities  and Exchange
Commission,  the  market  for penny  stocks has  suffered  in recent  years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the  security  by one or a few  broker-dealers  that are  often  related  to the
promoter or issuer; (ii) manipulation of prices through prearranged  matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices   involving   high-pressure   sales  tactics  and  unrealistic   price
projections  by  inexperienced  sales persons;  (iv)  excessive and  undisclosed


                                       11
<PAGE>

bid-ask  differentials  and  markups  by  selling  broker-dealers;  and  (v) the
wholesale dumping of the same securities by promoters and  broker-dealers  after
prices  have been  manipulated  to a desired  level,  along  with the  resulting
inevitable  collapse of those prices and with consequent  investor  losses.  Our
management is aware of the abuses that have occurred  historically  in the penny
stock  market.  Although  we do not  expect to be in a position  to dictate  the
behavior  of the market or of  broker-dealers  who  participate  in the  market,
management  will strive within the confines of practical  limitations to prevent
the  described  patterns  from being  established  with respect to the company's
securities.

     4. No Assurance of Success or Profitability.  There is no assurance that we
will acquire a favorable business opportunity. Even if we should become involved
in a business opportunity,  there is no assurance that it will generate revenues
or  profits,  or that the  market  price of our common  stock will be  increased
thereby.

     5.  Possible  Business  - Not  Identified  and  Highly  Risky.  We have not
identified and have no commitments to enter into or acquire a specific  business
opportunity  and  therefore  can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the risks and hazards of any specific  business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
Our acquisition of or  participation  in a business  opportunity  will likely be
highly  illiquid  and  could  result  in a  total  loss to our  company  and its
stockholders if the business or opportunity proves to be unsuccessful.  See Item
1, "Description of Business."

     6. Type of Business  Acquired.  The type of business to be acquired  may be
one that desires to avoid effecting its own public offering and the accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect investors. Because of our limited capital, it is more likely than not
that any acquisition by us will involve other parties whose primary  interest is
the acquisition of control of a publicly traded company.  Moreover, any business
opportunity  acquired may be currently  unprofitable  or present other  negative
factors.

     7. Impracticability of Exhaustive Investigation.  Our limited funds and the
lack of  full-time  management  will likely make it  impracticable  to conduct a
complete and  exhaustive  investigation  and analysis of a business  opportunity
before we commit our capital or other resources thereto.  Management  decisions,
therefore, will likely be made without detailed feasibility studies, independent
analysis,  market surveys and the like which,  if we had more funds available to
us, would be desirable.  We will be particularly  dependent in making  decisions
upon information provided by the promoter,  owner, sponsor, or others associated
with the business  opportunity seeking our participation.  A significant portion
of our  available  funds may be expended  for  investigative  expenses and other
expenses   related  to   preliminary   aspects  of  completing  an   acquisition
transaction,  whether or not any business opportunity investigated is eventually
acquired.

     8. Lack of Diversification. Because of the limited financial resources that
we have, it is unlikely that we will be able to diversify  our  acquisitions  or
operations.  Our probable  inability to diversify our activities  into more than
one area will subject us to economic  fluctuations  within a particular business
or industry and therefore increase the risks associated with our operations.


                                       12
<PAGE>

     9. Reliance upon Financial  Statements.  We generally will require  audited
financial  statements  from  companies  that we propose to acquire.  Given cases
where audited financials are available, we will have to rely upon interim period
unaudited  information  received from target companies'  management that has not
been  verified  by  outside  auditors.  The  lack  of the  type  of  independent
verification which audited financial statements would provide increases the risk
that our company, in evaluating an acquisition with such a target company,  will
not have the  benefit  of full and  accurate  information  about  the  financial
condition and recent interim operating history of the target company.  This risk
increases the prospect that the  acquisition of such a company might prove to be
an unfavorable one for the Company or the holders of our securities.

     Moreover,  we will be subject to the reporting provisions of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and thus will be required
to furnish certain information about significant acquisitions, including audited
financial   statements   for  any  business  that  it  acquires.   Consequently,
acquisition  prospects  that do not have,  or are unable to  provide  reasonable
assurances  that they will be able to obtain,  the required  audited  statements
would not be considered by us to be appropriate  for  acquisition so long as the
reporting  requirements of the Exchange Act are applicable.  Should our company,
during the time it remains  subject to the reporting  provisions of the Exchange
Act, complete an acquisition of an entity for which audited financial statements
prove to be  unobtainable,  we would be  exposed to  enforcement  actions by the
Securities  and Exchange  Commission  (the  "Commission")  and to  corresponding
administrative  sanctions,  including permanent  injunctions against the Company
and its  management.  The  legal  and  other  costs of  defending  a  Commission
enforcement action would have material, adverse consequences for our company and
its business.  The  imposition  of  administrative  sanctions  would subject our
company to further adverse consequences.

     In addition,  the lack of audited  financial  statements  would prevent our
securities  from  becoming  eligible  for listing on Nasdaq,  or on any existing
stock  exchange.  Moreover,  the lack of such financial  statements is likely to
discourage  broker-dealers from becoming or continuing to serve as market makers
in the securities of our company. Without audited financial statements, we would
almost certainly be unable to offer  securities  under a registration  statement
pursuant to the  Securities Act of 1933, and the ability of the Company to raise
capital would be significantly  limited until such financial  statements were to
become available.

     10.  Other  Regulation.  An  acquisition  made by our  company  may be of a
business that is subject to regulation or licensing by federal,  state, or local
authorities.  Compliance with such  regulations and licensing can be expected to
be  a   time-consuming,   expensive  process  and  may  limit  other  investment
opportunities of our company.

     11.  Dependence upon Management;  Limited  Participation of Management.  We
currently  have  only  two  individuals  who are  serving  as our  officers  and
directors on a part time basis. We will be heavily  dependent upon their skills,
talents,  and  abilities to implement our business  plan,  and may, from time to
time, find that the inability of the officers and directors to devote their full
time  attention  to the  business of the company  results in a delay in progress
toward implementing our business plan. See "Management."  Because investors will
not be able to evaluate  the merits of  possible  business  acquisitions  by the
company, they should critically assess the information  concerning the company's
officers and directors.


                                       13
<PAGE>

     12.  Lack of  Continuity  in  Management.  The  Company  does  not  have an
employment agreement with its officers and directors,  and as a result, there is
no  assurance  they will  continue  to manage  the  company  in the  future.  In
connection  with the  acquisition  of a business  opportunity,  it is likely the
current  officers and directors of the company may resign  subject to compliance
with  Section 14f of the  Securities  Exchange Act of 1934. A decision to resign
will be based upon the  identity of the business  opportunity  and the nature of
the  transaction,  and is likely to occur  without  the vote or  consent  of the
stockholders of the company.

     13.  Indemnification  of Officers and Directors.  Oklahoma statutes provide
for the indemnification of its directors, officers, employees, and agents, under
certain  circumstances,  against  attorney's fees and other expenses incurred by
them in any  litigation  to  which  they  become  a  party  arising  from  their
association  with or activities on behalf of the company.  The company will also
bear  the  expenses  of  such  litigation  for any of its  directors,  officers,
employees,  or agents,  upon such person's promise to repay the company therefor
if it is ultimately determined that any such person shall not have been entitled
to  indemnification.  This  indemnification  policy could result in  substantial
expenditures by the company which it will be unable to recoup.

     14.  Director's  Liability  Limited.  Oklahoma  Statutes  exclude  personal
liability  of its  directors  to the company and its  stockholders  for monetary
damages for breach of fiduciary duty except in certain specified  circumstances.
Accordingly,  the company will have a much more limited right of action  against
its directors than otherwise  would be the case.  This provision does not affect
the liability of any director under federal or applicable state securities laws.

     15. Dependence upon Outside Advisors. To supplement the business experience
of  its  officers  and  directors,   the  company  may  be  required  to  employ
accountants,  technical experts, appraisers,  attorneys, or other consultants or
advisors.  The  selection  of any such  advisors  will be made by the  company's
president without any input from  stockholders.  Furthermore,  it is anticipated
that such  persons may be engaged on an "as needed"  basis  without a continuing
fiduciary or other obligation to the company.  In the event the president of the
company  considers it necessary to hire outside  advisors,  he may elect to hire
persons who are affiliates, if they are able to provide the required services.

     16. Leveraged Transactions.  There is a possibility that any acquisition of
a business  opportunity  by the company may be leveraged,  i.e., the company may
finance the  acquisition of the business  opportunity  by borrowing  against the
assets of the  business  opportunity  to be acquired,  or against the  projected
future revenues or profits of the business opportunity.  This could increase the
company's exposure to larger losses. A business  opportunity  acquired through a
leveraged  transaction  is profitable  only if it generates  enough  revenues to
cover the  related  debt and  expenses.  Failure  to make  payments  on the debt
incurred to purchase  the  business  opportunity  could  result in the loss of a
portion or all of the assets  acquired.  There is no assurance that any business
opportunity  acquired through a leveraged  transaction will generate  sufficient
revenues to cover the related debt and expenses.

     17.   Competition.   The  search  for   potentially   profitable   business
opportunities is intensely  competitive.  We expect to be at a disadvantage when
competing  with  many  firms  that  have  substantially  greater  financial  and


                                       14
<PAGE>

management  resources and capabilities than we do. These competitive  conditions
will exist in any industry in which the company may become interested.

     18. No  Foreseeable  Dividends.  We have not paid  dividends  on our common
stock and do not anticipate paying such dividends in the foreseeable future.

     19. Loss of Control by Present Management and Stockholders. We may consider
an  acquisition  in which  we would  issue  as  consideration  for the  business
opportunity to be acquired an amount of our authorized but unissued common stock
that would, upon issuance,  represent the great majority of the voting power and
equity  of the  company.  The  result of such an  acquisition  would be that the
acquired  company's  stockholders  and  management  would  control the resultant
company,  and our company's  management  could be replaced by persons unknown at
this  time.  Such a merger  would  result in a  greatly  reduced  percentage  of
ownership of the company by our current  shareholders.  In  addition,  our major
shareholders  could  sell  control  blocks  of stock at a  premium  price to the
acquired company's stockholders.

     20. Inactive Public Market Exists.  There is a public market for our common
stock,  but it is inactive and no assurance  can be given that an active  market
will develop or that a shareholder ever will be able to liquidate his investment
without  considerable delay, if at all. If an active market should develop,  the
price may be highly  volatile.  Factors  such as those  discussed  in this "Risk
Factors"  section may have a  significant  impact  upon the market  price of the
securities  offered  hereby.  Owing  to the low  price of the  securities,  many
brokerage  firms may not be willing to effect  transactions  in the  securities.
Even if a  purchaser  finds a broker  willing to effect a  transaction  in these
securities,  the combination of brokerage commissions,  state transfer taxes, if
any, and any other selling  costs may exceed the selling  price.  Further,  many
lending  institutions  will not permit the use of such  securities as collateral
for any loans.

     21.  Rule  144  Sales.  Of  the  12,688,016  shares  of  our  common  stock
outstanding,  none of the shares are "restricted  securities" within the meaning
of Rule 144 under the  Securities Act of 1933,  other than the 6,466,210  shares
owned by our  management  - and even those can be sold  pursuant to Rule 144. As
restricted  shares,  these  shares may be resold only  pursuant to an  effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions  from  registration  under the Act and as required  under  applicable
state  securities  laws. Rule 144 provides in essence that a person who has held
restricted  securities  for one year may, under certain  conditions,  sell every
three months, in brokerage transactions, a number of shares that does not exceed
the  greater of 1.0% of a  company's  outstanding  common  stock or the  average
weekly trading volume during the four calendar weeks prior to the sale. There is
no  limit  on  the  amount  of  restricted  securities  that  may be  sold  by a
nonaffiliate  after the restricted  securities have been held by the owner for a
period of two years.  Nonaffiliate shareholders who have held their shares under
Rule 144(K) for two years are eligible to have freely  tradable  shares.  A sale
under  Rule 144 or under any other  exemption  from the Act,  if  available,  or
pursuant  to  subsequent  registration  of  shares of  common  stock of  present
stockholders, may have a depressive effect upon the price of the common stock in
any market that may develop.  All shares become available for resale (subject to
volume  limitations  for  affiliates)  under  Rule 144,  one year  after date of
purchase subject to applicable volume restrictions under the Rule.


                                       15
<PAGE>

     22. Blue Sky Restrictions. Many states have enacted statutes or rules which
restrict  or prohibit  the sale of  securities  of "blank  check"  companies  to
residents so long as they remain without  specific  business  companies.  To the
extent any current  shareholders or subsequent  purchaser from a shareholder may
reside in a state  which  restricts  or  prohibits  resale of shares in a "blank
check" company, warning is hereby given that the shares may be "restricted" from
resale as long as the company is a shell company.

     In the event of a violation of state laws regarding resale of "blank check"
shares the company could be liable for civil and criminal  penalties which would
be a substantial impairment to the Company.

ITEM 2. DESCRIPTION OF PROPERTY.

     We have no property other than cash. We do not currently maintain an office
or any other facilities.  We currently maintain a mailing address at the home of
our  president,  R.C.  Cunningham II. We pay no rent for the use of this mailing
address.  We do not believe  that we will need to maintain an office at any time
in the foreseeable future in order to carry out our plan of operations described
herein.

ITEM 3.  LEGAL PROCEEDINGS.

     We are not,  and none of our  property  is,  a party to any  pending  legal
proceedings, and no such proceedings are known to be contemplated.

     No director, officer or affiliate of the company, and no owner of record or
beneficial  owner of more than 5.0% of the  securities  of the  company,  or any
associate of any such director, officer or security holder is a party adverse to
the company or has a material  interest  adverse to the Company in  reference to
any litigation.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     In fiscal  2005  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.

     Our common stock  trades on the Pink Sheets under the stock symbol  "SOON".
The high and low bid  information for the stock during the years ended September
30, 2004 and 2005 is set forth below. The information was obtained from the Pink
Sheets and reflects  inter-dealer prices,  without retail mark-up,  mark-down or
commission and may not represent actual transactions:


                                       16
<PAGE>

         Calendar
         Quarter                            High                       Low
         -----------------------------------------------------------------

         2004:    1st Qtr                   0.01                       0.01
                  2nd Qtr                   0.01                       0.01
                  3rd Qtr                   0.01                       0.005
                  4th Qtr                   0.008                      0.005

         2005:    1st Qtr                   0.008                      0.006
                  2nd Qtr                   0.006                      0.005
                  3rd Qtr                   0.005                      0.005
                  4th Qtr                   0.005                      0.005

     Holders.
     --------

     As of September 30, 2005, we had 575  shareholders of record and 12,688,016
shares  issued and  outstanding.  This does not include the holders whose shares
are held in a  depository  trust in "street"  name.  As of  September  30, 2005,
1,896,139 shares (or  approximately  11.2 percent) of the issued and outstanding
stock were held by Depository Trust Company in "street name".

     Dividends.
     ----------

     We have not paid or declared any dividends  upon our common stock since our
inception and, by reason of our present  financial  status and our  contemplated
financial   requirements,   do  not  anticipate  paying  any  dividends  in  the
foreseeable  future.  There are no  restrictions  that limit our  ability to pay
dividends  on the common  stock or that are likely to do so in the future  other
than the requirement that dividends be paid out of earnings.

     Securities Authorized for Issuance Under Equity Compensation Plans.
     -------------------------------------------------------------------

     We have no compensation  plans under which equity securities are authorized
for issuance.

     Recent Sales of Unregistered Securities.
     ----------------------------------------

     During the past three fiscal years,  there have been no unregistered  sales
of our common stock by the company.

     Reports to Security Holders.
     ----------------------------

     We file reports with the Securities and Exchange Commission.  These reports
are annual 10-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


                                       17
<PAGE>

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.

     The following  discussion and analysis  should be read in conjunction  with
the financial  statements and the accompanying notes thereto and is qualified in
its  entirety  by the  foregoing  and by  more  detailed  financial  information
appearing elsewhere. See "Financial Statements."

Plan of Operation for the Next Twelve Months

     Our current  business  plan is to seek,  investigate,  and,  if  warranted,
acquire  one or more  properties  or  businesses,  and to pursue  other  related
activities  intended to enhance shareholder value. The acquisition of a business
opportunity  may be made by purchase,  merger,  exchange of stock, or otherwise,
and may encompass  assets or a business  entity,  such as a  corporation,  joint
venture, or partnership.  We have no capital, and it is unlikely that we will be
able to take advantage of more than one such business opportunity.  We intend to
seek opportunities demonstrating the potential of long-term growth as opposed to
short-term earnings.

     We are now in the development  stage. We have current assets in the form of
cash  of  $731,125  and  current  liabilities  of  $1,572,553  of  which  amount
$1,219,652 is owed to related parties.

     We propose to carry out our plan of business as discussed  above. We cannot
predict to what extent its lack of liquidity and capital  resources  will impair
the  consummation  of a business  combination  or whether we will incur  further
operating losses through any business entity, which we may eventually acquire.

     For the current fiscal year, we anticipate  incurring a loss as a result of
legal and accounting  expenses,  expenses associated with registration under the
Securities  Exchange Act of 1934,  and  expenses  associated  with  locating and
evaluating  acquisition   candidates.   We  anticipate  that  until  a  business
combination  is completed with an  acquisition  candidate,  it will not generate
revenues other than interest income, and may continue to operate at a loss after
completing  a  business  combination,  depending  upon  the  performance  of the
acquired business.

No Need for Additional Financing
--------------------------------

     We have  enough  cash to meet our needs  during the next  twelve  months by
reason of the fact that we have $731,125 cash on hand and all of our liabilities
except  $352,901 are owed to related  parties.  There is no assurance,  however,
that without  additional funds we will ultimately be able to complete a business
combination.  Once a business combination is completed, our needs for additional
financing are likely to increase substantially.

     No commitments to provide  additional funds have been made by management or
other stockholders.


                                       18
<PAGE>
<TABLE>
<CAPTION>

     Irrespective  of whether our cash assets prove to be inadequate to meet our
operational  needs,  we  might  seek to  compensate  providers  of  services  by
issuances of stock in lieu of cash.

Off-Balance Sheet Arrangements

     Our  company  has not  entered  into any  transaction,  agreement  or other
contractual  arrangement  with an entity  unconsolidated  with us under which we
have

     o    an obligation under a guarantee contract,
     o    a  retained  or  contingent  interest  in  assets  transferred  to the
          unconsolidated  entity or similar  arrangement  that serves as credit,
          liquidity or market risk support to such entity for such assets,
     o    an  obligation,  including a contingent  obligation,  under a contract
          that would be accounted for as a derivative instrument, or
     o    an  obligation,  including a contingent  obligation,  arising out of a
          variable  interest  in an  unconsolidated  entity that is held by, and
          material  to, us where  such  entity  provides  financing,  liquidity,
          market risk or credit risk support to, or engages in leasing, hedging,
          or research and development services with, us.

Contractual obligations

     The following table sets forth, as of the end of the latest fiscal year-end
balance sheet, information with respect to our known contractual obligations.

---------------------------- -----------------------------------------------------------------------
                                                     Payments Due-by Period
---------------------------- -----------------------------------------------------------------------
        Contractual                            Less Than                                 More Than
        Obligations               Total         1 Year       1-3 Years     3-5 Years      5 Years
---------------------------- -------------- -------------- ------------- ------------- -------------
<S>                          <C>            <C>            <C>           <C>           <C>
Long-Term Debt Obligations
                               $  943,016     $  943,016        --             --            --
---------------------------- -------------- -------------- ------------- ------------- -------------
Capital Lease Obligations
                                  None            --            --             --            --
---------------------------- -------------- -------------- ------------- ------------- -------------
Operating Lease Obligations
                                  None            --            --             --            --
---------------------------- -------------- -------------- ------------- ------------- -------------
Other Liabilities
Reflected on Our Balance
Sheet under GAAP
                                $ 629,537      $ 629,537        --             --            --
---------------------------- -------------- -------------- ------------- ------------- -------------

---------------------------- -------------- -------------- ------------- ------------- -------------
Total                          $1,572,553     $1,572,553        --             --            --
---------------------------- -------------- -------------- ------------- ------------- -------------
</TABLE>





                                       19
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS.


                                                                            Page
                                                                            ----

Report of Independent Certified Public Accountants                            21
Consolidated Balance Sheet as of September 30, 2005                           22
Consolidated Statements of Operations for the Years ended
         September 30, 2005 and 2004                                          23
Consolidated Statements of Cash Flows for the Years ended
         September 30, 2005 and 2004                                          24
Consolidated Statement of Stockholders' Deficit
         for the Years ended September 30, 2005 and 2004                      25
Notes to Consolidated Financial Statements                                    26















                                       20
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------

Board of Directors and Stockholders
Sooner Holdings, Inc.

We have audited the accompanying  consolidated balance sheet of Sooner Holdings,
Inc. and  subsidiaries,  as of September 30, 2005, and the related  consolidated
statements of  operations,  stockholders'  equity,  and cash flows for the years
ended September 30, 2005 and 2004. These consolidated  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States of America).  Those standards require
that we plan and perform the audit to obtain reasonable  assurance about whether
the consolidated  financial  statements are free of material  misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included  consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Company's  internal  control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  consolidated  balance  sheet of Sooner
Holdings,  Inc.,  as of September 30, 2005,  and the results of its  operations,
stockholders'  equity and its cash flows for the years ended  September 30, 2005
and 2004, in conformity with  accounting  principles  generally  accepted in the
United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note B to the
financial statements,  the Company has suffered recurring losses from operations
and a net capital  deficiency that raise  substantial doubt about its ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  B.  The  financial  statements  do  not  include  any
adjustments that might result from the outcome of this uncertainty.


/s/ Murrell, Hall, McIntosh & Co., PLLP

Murrell, Hall, McIntosh & Co., PLLP
December 11, 2006


                                       21
<PAGE>
<TABLE>
<CAPTION>

                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               September 30, 2005



                                     ASSETS
<S>                                                                                  <C>

Current Assets
        Cash and cash equivalents                                                     $   731,125
                                                                                      -----------
               Total Current Assets                                                       731,125
                                                                                      -----------

Total Assets                                                                          $   731,125
                                                                                      ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
        Accounts payable-Trade                                                        $   242,997
        Accrued liabilities                                                               276,637
        Royalty payable and other                                                         109,904
        Notes payable to related parties                                                  943,016
                                                                                      -----------
               Total Current Liabilities                                                1,572,554

Long-term Debt less current portion                                                          --

Stockholders' Equity (Deficit)
        Preferred stock - undesignated; authorized, 10,000,000 shares; issued
               and outstanding, none                                                         --
        Common stock, $.001 par value 100,000,000 shares authorized
               12,688,016 shares issued and outstanding                                    12,688
        Additional paid in capital                                                      6,197,690
        Retained earnings (deficit)                                                    (7,051,807)
                                                                                      -----------
Total Stockholders' Equity (Deficit)                                                     (841,429)
                                                                                      -----------
Total Liabilities and Stockholders' Equity (Deficit)                                  $   731,125
                                                                                      ===========


</TABLE>







                     See accompanying summary of accounting
                  policies and notes to financial statements.







                                       22
<PAGE>

                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                           Year ended
                                                          September 30,
                                                   ----------------------------
                                                        2005            2004
                                                   ------------    ------------

Revenue                                            $       --      $       --

Operating Expenses
        Cost of commercial leasing                          325         200,093
        General and administrative expense              224,245         569,561
        Depreciation, depletion and amortization           --               515
                                                   ------------    ------------
               Total Operating Expenses                 224,570         770,169
                                                   ------------    ------------

Operating Income (Loss)                                (224,570)       (770,169)

Other (Expenses) Income
        Other income                                      4,474             800
        Interest income                                  14,530             760
        Other expense                                      --            (7,494)
        Interest expense                                   --           (80,187)
                                                   ------------    ------------
               Total Other (Expense) Income              19,004         (86,121)

Net (Loss) Before Extraordinary Income                 (205,566)       (856,290)

Extraordinary Gain on sale of property                     --           804,937
                                                   ------------    ------------

                                                   ------------    ------------
Net Income (Loss)                                  $   (205,566)   $    (51,353)
                                                   ============    ============

Net Income (Loss) per Share, Basic and Diluted     $      (0.02)   $      (0.00)
                                                   ============    ============

Weighted average of number of shares outstanding     12,688,016      12,688,016
                                                   ============    ============


















                     See accompanying summary of accounting
                  policies and notes to financial statements.



                                       23
<PAGE>
<TABLE>
<CAPTION>

                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                 FOR THE YEARS ENDED SEPTEMBER 30, 2005 AND 2004





                                             Common stock          Additional                     Related         Total
                                    --------------------------      paid-In       Accumulated      party       Shareholders'
                                       Shares         Amount        capital        Deficit        payable    Equity (Deficit)
                                    -----------    -----------    -----------    -----------    -----------    -----------
<S>                                 <C>            <C>            <C>            <C>            <C>            <C>

Balance, September 30, 2003         13,888,016    $    13,888    $ 6,268,490    $(6,794,888)   $   (72,000)      (584,510)

Purchase and retirement of stock    (1,200,000)        (1,200)       (70,800)          --           72,000           --

Net Income                                --             --             --          (51,353)          --          (51,353)
                                   -----------    -----------    -----------    -----------    -----------    -----------

Balance, September 30, 2004         12,688,016         12,688      6,197,690     (6,846,241)          --         (635,863)

Net loss                                  --             --             --         (205,566)          --         (205,566)
                                   -----------    -----------    -----------    -----------    -----------    -----------

Balance, September 30, 2005         12,688,016    $    12,688    $ 6,197,690    $(7,051,807)   $      --      $  (841,429)
                                   ===========    ===========    ===========    ===========    ===========    ===========


</TABLE>

















                     See accompanying summary of accounting
                  policies and notes to financial statements.












                                       24
<PAGE>
<TABLE>
<CAPTION>

                     SOONER HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                Year ended
                                                                              September 30,
                                                                        --------------------------
                                                                            2005           2004
                                                                        -----------    -----------
<S>                                                                     <C>            <C>

Cash Flows From Operating Activities
        Net (Loss)                                                      $  (205,566)   $   (51,353)
        Adjustments to reconcile net loss to net cash provided by
        operating activities
               (Gain) Loss on disposal of property                             --         (804,937)
               (Increase) Decrease in
                 Accounts receivable                                           --          181,934
               Other current assets and other assets                           --              853
               Increase (Decrease) in
                 Accounts payable                                             2,499         23,449
                 Accrued liabilities                                           --         (251,663)
                                                                        -----------    -----------
               Net Cash Flows Provided (Used) by Operating Activities      (203,067)      (901,717)

Cash Flows From Investing Activities
        Proceeds from sale of property                                         --        3,291,522
        Proceeds from settlement deposit                                       --          299,000
        Loans made to related party                                            --         (805,642)
        Payments received on related party loans                               --        2,079,452
                                                                        -----------    -----------
               Net Cash Provided (Used) by Investing Activities                --        4,864,332


Cash Flows from Financing Activities
        Repayments of long term debt and royalty                               --       (3,207,902)
                                                                        -----------    -----------
               Net Cash Provided (Used) by Financing Activities                --       (3,207,902)

Increase (Decrease) in Cash                                                (203,067)       754,713
Cash at Beginning of Year                                                   934,192        179,478
                                                                        -----------    -----------
Cash at End of Year                                                     $   731,125    $   934,191
                                                                        ===========    ===========

Supplemental Information:
        Interest Paid in Cash                                           $      --      $    80,187
                                                                        ===========    ===========



</TABLE>







                     See accompanying summary of accounting
                  policies and notes to financial statements.






                                       25
<PAGE>


                     SOONER HOLDINGS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           SEPTEMBER 30, 2005 and 2004

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.  ND  Acquisition  Corp.
("NDAC")  is a  subsidiary  of  the  Company  which  operates  minimum  security
correctional  facilities.  Sooner Communications,  Inc.  ("Telecommunications"),
formed on April 24,  2000,  is engaged in  providing  enhanced  services  to the
telecommunications industry.

NOTE B - CONTINUATION AS A GOING CONCERN

The accompanying  financial  statements have been prepared  assuming that Sooner
Holdings,  Inc.  will continue as a going  concern.  Sooner  Holdings,  Inc. has
suffered  losses  from  operations  in  recent  years  and  continues  to have a
significant  stockholder's deficit.  Subsequent to September 30, 2005, and as of
the date of this report, Sooner Holdings, Inc., has ceased all of the operations
described in Note A to the  financial  statements  and is  currently  seeking to
acquire new business  opportunities.  The company's  current business plan is to
seek,  investigate  and,  if  warranted,  acquire  one  or  more  properties  or
businesses,   and  to  pursue  other  related  activities  intended  to  enhance
shareholder  value.  The  acquisition of a business  opportunity  may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture or partnership. Management
intends to seek opportunities demonstrating the potential of long-term growth as
opposed to short-term  earnings.  Management  cannot  predict to what extent the
company might incur further  operating  losses through any business entity which
may eventually be acquired. The 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.

NOTE C - SUMMARY OF ACCOUNTING POLICIES

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

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.



                                       26
<PAGE>


     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.   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.

5.   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, 2005.

6.   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.

7.   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.

8.   New Accounting Pronouncements

     In May 2002, SFAS No. 145, Rescission of FASB Statements Nos. 4, 44 and 64,
     Amendment of FASB Statement No. 13, and Technical Corrections,  was issued.
     SFAS No. 145  rescinds  the  automatic  treatment  of gains and losses from
     extinguishments of debt as extraordinary  unless they meet the criteria for
     extraordinary items as outlined in Accounting  Principles Board Opinion No.
     30, Reporting the Results of Operations,  Reporting the Effects of Disposal
     of a Segment of a Business,  and  Extraordinary,  Unusual and  Infrequently
     Occurring   Events   and   Transactions.   SFAS  No.   145  also   requires
     sale-leaseback   accounting  for  certain  lease  modifications  that  have
     economic effects similar to a sale-leaseback  transaction and makes various
     corrections  to existing  pronouncements.  The adoption of SFAS No. 145 did



                                       27
<PAGE>

     not have a material effect on the Company's consolidated financial position
     or results of operations.

     In July 2002,  SFAS No. 146,  Accounting for Costs  Associated with Exit or
     Disposal  Activities,  was issued.  SFAS No. 146 is  effective  for exit or
     disposal activities  initiated after December 31, 2002. The Company has not
     yet adopted SFAS No. 146 nor  determined the effect of the adoption of SFAS
     No. 146 on its consolidated financial position or results of operations.

     In  December  2002,  the FASB issued  Statement  No.  148,  Accounting  for
     Stock-Based  Compensation--Transition  and Disclosure, (SFAS 148). SFAS 148
     amends Statement 123, Stock-Based  Compensation,  with respect to Statement
     123's transition provisions and required disclosures.  The adoption of SFAS
     148  had  no  impact  on  the  Company's  financial  position,  results  of
     operations or cash flows.

     SFAS No. 149  "Amendment  of Statement 133 on  Derivative  Instruments  and
     Hedging   Activities".   This  statement  amends  and  clarifies  financial
     accounting  and  reporting  for  derivative  instruments  embedded in other
     contracts  (collectively  referred  to  as  derivatives)  and  for  hedging
     activities  under SFAS 133,  "Accounting  for  derivative  instruments  and
     hedging activities".

     SFAS  No.  150  "Accounting   for  certain   financial   instruments   with
     characteristics of both liabilities and equity". This statement establishes
     standards  how  an  issuer   classifies  and  measures  certain   financial
     instruments with characteristics of both liabilities and equity.

9.   Concentrations of Credit Risk

     The Company  maintains cash balances and certificates of deposit at several
     financial  institutions.  Accounts at each  institution  are insured by the
     Federal  Deposit  Insurance  Corporation  up to  $100,000.  At times,  bank
     deposit accounts may exceed federally  insured limits.  The Company has not
     experienced  any losses in such  accounts and believes it is not exposed to
     any significant credit risk on cash and cash equivalents.

NOTE D - EXTRAORDINARY GAIN ON SALE OF PROPERTY

During July 2003 the Company was notified that the NDAC property was included in
the area marked for improvement by the Oklahoma Capital  Improvement  Authority.
The Company closed on this  transaction  in November 2003. The Company  received
$2,300,000  from  the  sale  of  the  NDAC  property  to  the  Oklahoma  Capital
Improvement Authority resulting in an extraordinary gain of $804,937.

NOTE E - RELATED PARTY NOTES PAYABLE

Notes payable consist of the following at September 30, 2005:

      Notes   payable  to   related   parties,
      interest  at 10% per  annum,  payable on
      demand   after   September   30,   2003;
      uncollateralized                                                $  313,816



                                       28
<PAGE>


      Balloon   promissory   note  payable  to
      related party,  10% stated  interest per
      annum,  terms modified  September  2001;
      modified  terms call for this note to be
      payable on demand  after  September  30,
      2003                                                               629,200
                                                                      ----------

                                                                      $  943,016
                                                                      ==========

NOTE F - ROYALTY PAYABLE

As a part of a business acquisition, the Company assumed a royalty payable to an
individual.  The agreement required monthly payments of the greater of $6,000 or
6% of the total gross monthly income of NDAC through April 2017.  Future minimum
payments  under this  agreement  were  $1,200,000 and a discount of $934,260 was
imputed at the date of  purchase.  Interest  expense for the three  months ended
September 30, 2001 was approximately $57,000.

Effective  September 24, 2001,  the Company  modified this agreement by making a
cash  payment of $375,000  and  issuing a 7%,  $100,000,  uncollateralized  note
payable.  No gain or loss was  recognized on the  modification.  During 2002 the
Company defaulted on the note.

NOTE G - STOCKHOLDERS' EQUITY (DEFICIT)

Preferred Stock

The Company's  authorized capital includes 10,000,000 shares of preferred stock,
undesignated as to par value. The Board of Directors of the Company, in its sole
discretion,  may establish par value,  divide the shares of preferred stock into
series and fix and  determine  the  dividend  rate,  designations,  preferences,
privileges  and ratify the powers,  if any, and determine the  restrictions  and
qualifications  of each series of preferred stock as  established.  No shares of
preferred stock have been issued by the Company as of June 30, 2005.

Employee Stock Option Plan

The Company has a stock option plan ("1995 Plan") for directors,  officers,  key
employees,  and consultants  covering  2,000,000 shares of Company common stock.
Options granted under the 1995 Plan may be either "incentive stock options",  as
defined in Section 422A of the Internal  Revenue  Code, or  "nonqualified  stock
options",  subject to Section 83 of the Internal Revenue Code, at the discretion
of the Board of Directors  and as  reflected in the terms of the written  option
agreement.  The option  price shall not be less than 100% (110% if the option is
granted  to a  stockholder  who at the time the  option is  granted  owns  stock
representing  more than 10% of the total combined voting power of all classes of
stock of the Company) of the fair market  value of the optioned  common stock on
the date the  options  are  granted.  Options  become  exercisable  based on the
discretion of the Board of Directors  but must be exercised  within ten years of
the  date of  grant.  On  September  30,  2005 and 2004  there  were no  options
outstanding under the plan.

NOTE H - INCOME TAXES

The Company's effective income tax rate differed from the federal statutory rate
of 34% as follows for the periods ended September 30:



                                       29
<PAGE>


                                                        2005           2004
                                                        ----           ----
    Income taxes (benefit) at federal statutory rate  $(70,000)     $(17,000)
    Change in valuation allowance, net of
      change in estimate of deferred tax
      liability                                         82,000         20,000
    State income taxes at statutory rate               (12,000)        (3,000)
    Effect of graduated rates                                -              -
    Revisions of prior year estimates                        -              -
                                                     ---------      ---------

        Total tax benefit                            $       -      $       -
                                                     =========      =========

Components of deferred taxes are as follows at September 30:

                                                        2005           2004
                                                        ----           ----
    Assets
      Property and equipment                         $        -     $        -
      Intangible assets                                       -              -
      Tax loss carryforward                           1,546,000      1,464,000
      Valuation allowance                            (1,670,916)    (1,458,316)
                                                     ----------     ----------

          Total assets                                  124,916          5,684

    Liabilities
      Royalty payable and accrued liabilities          (124,916)        (5,684)
                                                     ----------     ----------

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

The valuation  allowance increased $82,000 for the year ended September 30, 2005
and 2004 and increased by $20,000 for the fiscal year ended September 30, 2004.

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

At September 30, 2005,  the Company has net  operating  loss  carryforwards  for
income tax purposes as follows:

               Expiration  date
               ----------------

                    2007                         $  153,000
                    2008                            707,000
                    2009                            244,000
                    2010                            358,000
                    2012                             29,000
                    2018                            280,000
                    2019                            371,000
                    2020                            520,000
                    2021                            998,000
                    2022                            205,000
                                                 ----------
                                                 $3,865,000



                                       30
<PAGE>


NOTE I - 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.

Related Party Obligations

The following table reflects amounts owed to related parties as of September 30:

                                                          2005
                                   ----------------------------------------
                                                       Accounts payable and
                                   Notes payable, net   accrued liabilities
                                   ------------------  --------------------
President and Chairman                   $    13,816              $181,745
Aztore Holdings, Inc.                        300,000                94,891
NDLLC                                        629,200                     -
                                         -----------              --------

Total related party
  liabilities                            $   943,016              $276,636
                                         ===========              ========

NOTE J - COMMITMENTS AND CONTINGENCIES

The  Company is involved in certain  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.





                                       31
<PAGE>

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

     On February 3, 2003 Grant  Thornton  LLP of Oklahoma  City,  the  principal
independent accountants of Sooner Holdings, Inc., resigned.

     The report of Grant Thornton LLP on the financial  statements of Sooner for
each of its fiscal years ended  September 30, 2002 and 2001 contained no adverse
opinions or disclaimers of opinion,  and were not otherwise modified as to audit
scope,  or  accounting  principles.  The  reports of Grant  Thornton  LLP on the
financial  statements  of Sooner for each of the past two years ended  September
30, 2002 and 2001 did, however,  contain  explanatory  paragraphs  describing an
uncertainty about Sooner's ability to continue as a going concern.

     During the past two years and all interim periods prior to February 3, 2003
there were no  disagreements  between Sooner and Grant Thornton LLP,  whether or
not  resolved,  on any matter of accounting  principles or practices,  financial
statement  disclosure,  or auditing scope or procedure which, if not resolved to
Grant  Thornton's  satisfaction,  would have caused it to make  reference to the
subject  matter of the  disagreements  in  connection  with its reports for such
periods.

     During  the  fiscal  years  ended  September  30,  2002  and  2001  and all
subsequent  interim  periods and to February 3, 2003,  the date of  resignation,
there  have  been no  reportable  events  (as  defined  in  Regulation  S-K Item
304(a)(1)(v)).

     Sooner  delivered a copy of this Form 8-K report to Grant  Thornton  LLP on
February 5, 2003, and requested that Grant Thornton LLP furnish it with a letter
addressed to the Securities and Exchange  Commission (the "SEC") stating whether
or not Grant Thornton LLP agrees with the above statements. Attached to Form 8-K
for 02-03-03 as Exhibit 16 is a copy of the letter of Grant  Thornton LLP to the
SEC dated February 5, 2003.

     On February 3, 2003, Sooner Holdings,  Inc. engaged Murrell, Hall, McIntosh
& Co., PLLP of Oklahoma City, Oklahoma, as its new principal accountant to audit
its consolidated  financial  statements.  Sooner has not consulted with Murrell,
Hall, McIntosh & Co., PLLP on any items concerning the application of accounting
principles to a specified  transaction,  the type of audit opinion that might be
rendered  on  Sooner's  financial  statements,   or  the  subject  matter  of  a
disagreement  on  reportable  events with the former  auditor (as  described  in
Regulation 5-K Item 304(a)(2)).

ITEM 8A.  CONTROLS AND PROCEDURES.

     Evaluation of disclosure  controls and procedures.  The Company carried out
an evaluation, under the supervision and with the participation of the Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls and  procedures as of the end of the period covered by this
report.  Based  upon that  evaluation,  the Chief  Executive  Officer  and Chief
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures  provide  reasonable  assurances  that the information the Company is
required to disclose  in the  reports it files or submits  under the  Securities


                                       32
<PAGE>
<TABLE>
<CAPTION>

Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time  period  required  by the  Commission's  rules  and  forms.  There  were no
significant  changes in the Company's internal control over financial  reporting
during the period covered by this report that have materially  affected,  or are
reasonably  likely to materially  affect our internal  controls  over  financial
reporting.

ITEM 8B.  OTHER INFORMATION

     There is no  information  that was  required  to be  disclosed  on Form 8-K
during the fourth quarter of FY 2005 that was not reported.

                                    PART III

ITEM 9.   DIRECTORS,   EXECUTIVE   OFFICERS,   PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Directors, Executive Officers and Significant Employees.
--------------------------------------------------------

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, 2005:

                                                                             Ownership(1)
                                                                             ------------
                            Director
          Name        Age     Since          Principal Occupation         Amount     Percent
          ----        ---     -----          --------------------         ------     -------
<S>                   <C>     <C>            <C>                          <C>        <C>
R.C. Cunningham II    75    06/01/89   Chairman and President, Sooner    6,394,081    46.0
                                       Holdings, Inc.
R.C. Cunningham III   37    07/03/97   Vice President, Secretary and        72,129      *
                                       Chief Financial Officer, Sooner
                                       Holdings, Inc.
</TABLE>
-------------------------

*        Less than 1%

(1)  The amount and percent of  ownership is based on the total shares of common
     stock  outstanding  of  12,688,016  shares  as of  December  15,  2005 less
     3,000,000  shares  returned  to our company  for  cancellation  but not yet
     cancelled.





                                       33
<PAGE>
<TABLE>
<CAPTION>

Directors of the Subsidiaries.

                                                                          Director
        Name          Age         Principal Occupation       Subsidiary   Since
        ----          ---         --------------------       ----------   -----
<S>                   <C>         <C>                        <C>          <C>
R.C. Cunningham II    75    Chairman and President, Sooner   CO Park      06/01/89
                            Holdings, Inc.                   NDAC         09/04/97
R.C. Cunningham III   37    Vice President, Secretary and    CO Park      07/03/97
                            Chief Financial Officer          NDAC         09/04/97
                            Sooner Holdings, Inc.
</TABLE>

     Business Experience:

     R.C.  Cunningham II. Mr.  Cunningham has been our chairman of the board and
president since June 1988 and of two of its  subsidiaries:  Charlie O Beverages,
Inc.  and CO Park 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 CO Park 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.

Executive Officers, Promoters and Control Persons.

     Our  current   executive   officers  as  of  September  30,  2005,  or  our
subsidiaries  and their  positions held in our 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.
<TABLE>
<CAPTION>

          Name        Age                            Title                   Officer Since
          ----        ---                            -----                   -------------
<S>                   <C>                            <C>                     <C>
R.C. Cunningham II    75    CEO and President, Sooner Holdings, Inc.           06/01/88*
                            CEO and President, Charlie O Business Park
                                 Incorporated                                  03/15/91*
                            CEO and President, ND Acquisition Corp.
                            Secretary, Sooner Communications, Inc.             09/04/97*
                                                                               04/26/00
R.C. Cunningham III   37    Secretary, Sooner Holdings, Inc.                   07/03/97
                            Chief Financial Officer, Sooner Holdings, Inc.     03/31/98
                            Secretary and CFO, Charlie O Business Park
                                 Incorporated                                  07/03/97
                            Secretary and CFO, ND Acquisition Corp.            09/04/97*
                            Vice President, Sooner Holdings, Inc.              07/01/00*
</TABLE>
-------------------------

*    Date of inception of the respective companies.


                                       34
<PAGE>

     It is possible that, after the company successfully consummates a merger or
acquisition  with an  unaffiliated  entity,  that entity may desire to employ or
retain one or a number of members of the company's  management  for the purposes
of  providing  services to the  surviving  entity,  or otherwise  provide  other
compensation to such persons.  However, the company has adopted a policy whereby
the offer of any post-transaction remuneration to members of management will not
be  a  consideration  in  the  company's  decision  to  undertake  any  proposed
transaction.  Each member of management  has agreed to disclose to the company's
board of directors any discussions  concerning possible  compensation to be paid
to them by any entity,  which  proposes  to  undertake  a  transaction  with the
company and further, to abstain from voting on such transaction. Therefore, as a
practical  matter,  if each  member of the  company's  board of  directors  were
offered  compensation  in any form from any  prospective  merger or  acquisition
candidate, the proposed transaction would not be approved by the company's board
of directors as a result of the inability of the board to affirmatively  approve
such a transaction.

     It is  possible  that  persons  associated  with  management  may  refer  a
prospective  merger or  acquisition  candidate to the company.  In the event the
company  consummates  a  transaction  with any entity  referred by associates of
management,  it is possible that such an associate will be  compensated  for his
referral in the form of a finder's fee. It is anticipated  that this fee will be
either in the form of  restricted  common stock issued by the company as part of
the  terms  of the  proposed  transaction,  or  will  be in  the  form  of  cash
consideration.  However,  if such  compensation  is in the  form of  cash,  such
payment will be tendered by the  acquisition  or merger  candidate,  because the
company has insufficient cash available.  The amount of such finder's fee cannot
be  determined  as of the date of filing  this  report,  but is  expected  to be
comparable to  consideration  normally paid in like  transactions.  No member of
management  of the company  will receive any finders'  fee,  either  directly or
indirectly,  as a result of their respective  efforts to implement the company's
business plan outlined herein.

     The company has adopted a policy that its affiliates  and management  shall
not be  issued  further  common  shares  of the  company,  except  in the  event
discussed in the preceding paragraphs.

     While all of the companies'  officers,  directors and insider  shareholders
have been involved in  transactions  involving  "shell"  corporations  which are
blank check or blind pool companies,  none of them has been previously  involved
in  establishing  a blank check or blind pool  company  offering to be used in a
shell transaction. A "blank check" company is a company that is formed without a
specified  business as its purpose. A "blind pool" company is a company that has
raised  money  through  a public  or  private  offering  for use to  acquire  an
unspecified, undesignated business or company. Our company was not formed either
as a "blank check" or a "blind pool"  company.  It was formed to be an operating
company and operated  several  businesses  for several  years until the State of
Oklahoma acquired all our real property in condemnation proceedings.

     New SEC regulations,  which took effect November 2005,  imposed  additional
burdens on shell companies that are parties to reverse  mergers.  Such companies
are now required to file with the SEC,  within four business days of executing a
reverse merger  contract,  the audited and interim  financial  statements of the
company to be acquired and the other  information  about such company that would


                                       35
<PAGE>

be required  to be in a Form 10 or 10-SB.  Prior to these new  regulations,  the
filing of such  financial  information  could be delayed until 60 days after the
reverse merger is actually effected,  and the other information that would be in
a Form 10 or 10-SB was not explicitly  required in the Form 8-K that is filed to
report the transaction. These new filing requirements are expected to inhibit or
even prevent the accomplishment of most proposed reverse mergers.

Conflicts of Interest
---------------------

     The  officers  and  directors  of the  company  will not devote more than a
portion of their time to the  affairs of the  company.  There will be  occasions
when the time  requirements of the company's  business conflict with the demands
of their other  business and investment  activities.  Such conflicts may require
that the company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the company.

     The  officers  and  directors  of the company may be directors or principal
shareholders of other companies and, therefore, could face conflicts of interest
with respect to potential acquisitions.  In addition,  officers and directors of
the company may in the future participate in business  ventures,  which could be
deemed to compete  directly with the company.  Additional  conflicts of interest
and non-arms length  transactions  may also arise in the future in the event the
company's  officers or directors are involved in the management of any firm with
which the company  transacts  business.  The  company's  board of directors  has
adopted a policy that the Company  will not seek a merger with,  or  acquisition
of, any entity in which management  serve as officers or directors,  or in which
they or their  family  members  own or hold a  controlling  ownership  interest.
Although the board of directors could elect to change this policy,  the board of
directors  has no present  intention to do so. In  addition,  if the company and
other  companies with which the company's  officers and directors are affiliated
both desire to take  advantage  of a potential  business  opportunity,  then the
board of directors has agreed that said opportunity  should be available to each
such company in the order in which such  companies  registered or became current
in the filing of annual reports under the '34 Act.

     The company's  officers and  directors may actively  negotiate or otherwise
consent to the purchase of a portion of their common stock as a condition to, or
in  connection  with,  a  proposed  merger  or  acquisition  transaction.  It is
anticipated that a substantial  premium over the initial cost of such shares may
be paid by the purchaser in conjunction with any sale of shares by the company's
officers and directors which is made as a condition to, or in connection with, a
proposed merger or acquisition transaction.  The fact that a substantial premium
may be paid to the  company's  officers and  directors  to acquire  their shares
creates a potential  conflict of interest for them in satisfying their fiduciary
duties to the company and its other shareholders.  Even though such a sale could
result in a substantial  profit to them, they would be legally  required to make
the  decision  based upon the best  interests  of the company and the  company's
other shareholders, rather than their own personal pecuniary benefit.

     No  executive  officer,  director,  person  nominated to become a director,
promoter or control person of our company has been involved in legal proceedings
during the last five years such as

     o    bankruptcy,


                                       36
<PAGE>

     o    criminal  proceedings  (excluding  traffic  violations and other minor
          offenses), or

     o    proceedings permanently or temporarily enjoining,  barring, suspending
          or  otherwise  limiting  his  involvement  in any  type  of  business,
          securities or banking activities.

     o    Nor  has  any  such  person  been  found  by  a  court  of   competent
          jurisdiction  in a  civil  action,  or  the  Securities  and  Exchange
          Commission  or  the  Commodity  Futures  Trading  Commission  to  have
          violated a federal or state securities or commodities law.

Audit Committee and Audit Committee Financial Expert

     Our directors  serve as our audit  committee.  There is no audit  committee
financial  expert serving on the audit committee.  However,  the audit committee
has the authority to hire a financial expert any time it has the need for expert
financial advice.

Code of Ethics

     We have  adopted  a Code of Ethics  that  applies  to our  chief  executive
officer,  chief  financial  officer,  and - should we acquire  such -  principal
accounting officer or controller or persons performing similar functions. A copy
of the Code of Ethics was filed as Exhibit 14 to Form 10-QSB FQE 12-31-02.

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 believe that during
fiscal  2005 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  chief  executive  officer  during  the last  three  years  and any other
executive that earned compensation in excess of $100,000:


                                       37
<PAGE>
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------
                                                            Long Term
----------------------------------------------------------  Compensation
                         Annual Compensation                Awards                  Payouts
---------------------------------------------------------- ----------------------- ----------
                                                   Other                Securities
Name and                                           Annual   Restricted  Underlying             All Other
Principal                                          Compen-  Stock       Options/    LTIP       Compen-
Position               Year    Salary     Bonus    sation   Awards      SARS        Payouts    sation
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- -----------
<S>                   <C>    <C>        <C>       <C>      <C>         <C>         <C>        <C>
R. C Cunningham, II,
CEO                    2005   $100,000        $0   $8,719           0           0          0       $8,719
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
                       2004   $240,000        $0   $4,800           0           0          0       $4,800
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
                       2003         $0        $0   $4,800           0           0          0       $4,800
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
Ronnie M. Alexander,
Director and VP, ND
Acquisitions, Inc.     2003   $120,000        $0       $0           0           0          0      $23,705
--------------------- ------ ---------- --------- -------- ----------- ----------- ---------- ------------
</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.  Options of 300,000 shares  exercisable at $0.333
had been  granted to each of Melissa S.  Fletcher and R.C.  Cunningham  III. The
options expired June 21, 2003. There are no outstanding options.

     Employment Contracts.

     We have no employment contracts.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table shows  information as of December 15, 2005 with respect
to each beneficial  owner of more than five percent of our only voting stock and
to each of the officers and directors of our company and as a group:









                                       38
<PAGE>

                                                                         % of
                                                         No. of Shares   Class
                                                         -------------   -----
R.C. Cunningham II (1)
1440 Glenbrook Drive
Oklahoma City, OK 73118                                      6,394,081   46.04

Michael S. Williams (2)
3710 East Kent Drive
Phoenix, AZ 85044                                            1,006,256    7.25

Lanny R. Lang (3)
3536 East Saltsage Drive
Phoenix, AZ 85044                                              729,183    5.25

R.C. Cunningham III (4)
6408 Boulevard View
Alexandria, VA 22307                                            72,129       *

Ron Alexander, Sr. (5)
2901 McGee Street
Norman, OK 73072                                             1,442,000   10.38

All officers and directors as a group (4 persons)
                                                             7,908,210   56.94

     --------------------

     *    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 12,688,016 shares less 3,000,000
          shares returned to the company for cancellation but not yet cancelled.

     (2)  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).

     (3)  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).

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


                                       39
<PAGE>

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     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.

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
------------------------------------

     R.C. Cunningham II, our president and a director, has personally guaranteed
all of our notes payable.

                                     PART IV

ITEM 13. EXHIBITS.

                                                                        Page no.
   Item No.                         Description                       (footnote)
   --------                         -----------                       ----------

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

 14                  Code of Ethics for CEO and Senior  Financial
                     Officers                                             (3)

 16                  Letter of February 5, 2003 of Grant Thornton
                     LLP.  agreeing with the  statements  made in
                     this  Form  8-K by  Sooner  Holdings,  Inc.,
                     concerning   Sooner's  change  of  principal
                     independent accountants.                             (2)

 20.1                Audit Committee Charter                              (3)


                                       40
<PAGE>

 20.2                Compensation Committee Charter                       (3)

 20.3                Governance and Nominating Committee Charter          (3)

 20.4                Corporate Governance Principles                      (3)

 22.1                Subsidiaries of the registrant                       (4)

 31                  Certification  of  Chief  Executive  Officer
                     pursuant  to  18  U.S.C.  Section  1350,  as
                     adopted  pursuant  to  Section  302  of  the
                     Sarbanes-Oxley Act of 2002.

 31.1                Certification  of  Chief  Financial  Officer
                     pursuant  to  18  U.S.C.  Section  1350,  as
                     adopted  pursuant  to  Section  302  of  the
                     Sarbanes-Oxley Act of 2002.

 32                  Certification  of  Chief  Executive  Officer
                     pursuant  to  18  U.S.C.  Section  1350,  as
                     adopted  pursuant  to  Section  906  of  the
                     Sarbanes-Oxley Act of 2002.

 32.1                Certification  of  Chief  Financial  Officer
                     pursuant  to  18  U.S.C.  Section  1350,  as
                     adopted  pursuant  to  Section  906  of  the
                     Sarbanes-Oxley Act of 2002.

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

(1)  Incorporated  by reference  to our Form 10-KSB for the year ended  December
     31, 1995 (file no. 0-18344).
(2)  Filed as an  exhibit  to our Form 8-K,  filed  February  7, 2003  (file no.
     0-18344).
(3)  Filed as an Exhibit to our Form 10-QSB 12-31-02 (file no. 0-18344).
(4)  Filed as an Exhibit to our Form SB-2,  filed  September  29, 2000 (file no.
     0-18344).

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     Audit Fees. Our principal independent accountant billed us, for each of the
last two  fiscal  years,  the  following  aggregate  fees  for its  professional
services rendered for the audit of our annual financial statements and review of
financial  statements  included  in our Form  10-QSB  reports or other  services
normally  provided  in  connection  with  statutory  and  regulatory  filings or
engagements for those two fiscal years:

                  Fiscal Year ended September 30, 2005                 $9,748
                  Fiscal Year ended September 30, 2004                 $  -0-

     Audit-Related  Fees. Our principal  independent  accountant  billed us, for
each of the last two fiscal years,  the following  aggregate  fees for assurance
and  related  services  reasonably  related to the  performance  of the audit or
review of our financial statements and not reported above under "Audit Fees":

                  Fiscal Year ended September 30, 2005                 $613
                  Fiscal Year ended September 30, 2004                 $-0-


                                       41
<PAGE>

     Tax Fees. Our principal  independent  accountant billed us, for each of the
last two fiscal years, the following  aggregate fees for  professional  services
rendered for tax compliance, tax advice and tax planning:

                  Fiscal Year ended September 30, 2005                 $1,850
                  Fiscal Year ended September 30, 2004                 $2,750

     All Other Fees. Our principal independent accountant billed us, for each of
the last two  fiscal  years,  the  following  aggregate  fees for  products  and
services  provided by it,  other than the  services  reported in the above three
categories:

                  Fiscal Year ended September 30, 2005                 $-0-
                  Fiscal Year ended September 30, 2004                 $-0-

     Pre-Approval of Audit and Non-Audit  Services.  The Audit Committee charter
requires that the committee  pre-approve  all audit,  review and attest services
and non-audit services before such services are engaged.















                                       42
<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:  July 25, 2007             SOONER HOLDINGS, INC.


                                    /s/ R.C. Cunningham II
                                 By
                                   ---------------------------------------------
                                   R.C. Cunningham II, President

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


                                 /s/ R.C. Cunningham II
Date:  July 25, 2007
                                 -----------------------------------------------
                                 R.C. Cunningham II, Chairman of the Board,
                                 Chief Executive Officer, President and Director


                                 /s/ R.C. Cunningham III
Date:  July 25, 2007
                                 -----------------------------------------------
                                 R.C. Cunningham III, Secretary, Chief Financial
                                 Officer and Director












                                       43
<PAGE>

                              SOONER HOLDINGS, INC.
                           Commission File No. 0-18344

                                  EXHIBIT INDEX

                                   Form 10-KSB
                       For the Fiscal Year Ended 09-30-05

   The following exhibits are filed, by incorporation by reference, as part of
this Form 10-KSB:

                                                                        Page no.
   Item No.                         Description                       (footnote)
   --------                         -----------                       ----------

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

 14                  Code of Ethics for CEO and Senior  Financial
                     Officers                                             (3)

 16                  Letter of February 5, 2003 of Grant Thornton
                     LLP.  agreeing with the  statements  made in
                     this  Form  8-K by  Sooner  Holdings,  Inc.,
                     concerning   Sooner's  change  of  principal
                     independent accountants.                             (2)

 20.1                Audit Committee Charter                              (3)

 20.2                Compensation Committee Charter                       (3)

 20.3                Governance and Nominating Committee Charter          (3)

 20.4                Corporate Governance Principles                      (3)

 22.1                Subsidiaries of the registrant                       (4)

 31                  Certification  of  Chief  Executive  Officer
                     pursuant  to  18  U.S.C.  Section  1350,  as
                     adopted  pursuant  to  Section  302  of  the
                     Sarbanes-Oxley Act of 2002.

 31.1                Certification  of  Chief  Financial  Officer
                     pursuant  to  18  U.S.C.  Section  1350,  as
                     adopted  pursuant  to  Section  302  of  the
                     Sarbanes-Oxley Act of 2002.

 32                  Certification  of  Chief  Executive  Officer
                     pursuant  to  18  U.S.C.  Section  1350,  as
                     adopted  pursuant  to  Section  906  of  the
                     Sarbanes-Oxley Act of 2002.

 32.1                Certification  of  Chief  Financial  Officer
                     pursuant  to  18  U.S.C.  Section  1350,  as
                     adopted  pursuant  to  Section  906  of  the
                     Sarbanes-Oxley Act of 2002.

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

(1)  Incorporated  by reference  to our Form 10-KSB for the year ended  December
     31, 1995 (file no. 0-18344).
(2)  Filed as an  exhibit  to our Form 8-K,  filed  February  7, 2003  (file no.
     0-18344).
(3)  Filed as an Exhibit to our Form 10-QSB 12-31-02 (file no. 0-18344).
(4)  Filed as an Exhibit to our Form SB-2,  filed  September  29, 2000 (file no.
     0-18344).