SOONER HOLDINGS INC /OK/ - FORM 10-Q/A

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EX-32.1 - SOONER HOLDINGS INC /OK/	sooner10qex321123110.htm
EX-31.1 - SOONER HOLDINGS INC /OK/	sooner10qex311123110.htm
EX-31.2 - SOONER HOLDINGS INC /OK/	sooner10qex312123110.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment No. 1 to

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission File No. 0-18344

SOONER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

State of Incorporation: Oklahoma

IRS Employer I.D. Number: 73-1275261

127 Northwest 62nd Street, Suite A

Oklahoma City, OK 73118

(405) 848-7575

____________________________________________________

(Address and telephone number of registrant's principal

executive offices and principal place of business)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

	Large accelerated filer [ ]	Accelerated filer [ ]
	Non-accelerated filer [ ]	Smaller reporting company [X]

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

As of January 18, 2011, there were 12,688,016 shares of the Registrant’s Common Stock, $0.001 par value, outstanding.

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

Item 2.	Management’s Discussion and Analysis of Financial Condition
	and Results of Operations	11

Item 4.	Controls and Procedures	11

PART II – Other Information		12

Item 1.	Legal Proceedings	12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 6.	Exhibits	13

SIGNATURES		14

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

	Page

Balance Sheet September 30, 2009 (Audited) and
December 31, 2010 (Unaudited)	4
Statements of Operations for the Three Months Ending
December 31, 2010 and 2009 (Unaudited)	5
Statements of Cash Flows for the Three Months Ending
December 31, 2010 and 2009 (Unaudited)	6
Notes to Financial Statements (Unaudited)	7

Our unaudited interim financial statements, including balance sheet as of December 31, 2010, statement of operations for the three month periods ended December 31, 2010 and 2009, and statement of cash flows for the three month periods ended December 31, 2010 and 2009 are attached hereto as pages 4 through 6 and are incorporated herein by this reference. Our audited balance sheet as of September 30, 2010 included on page 4 is also incorporated by reference.

The interim financial statements included herein have been prepared internally, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and the Public Company Accounting Oversight Board. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. However, in our opinion, all adjustments (which include only normal recurring accruals) necessary to fairly present the financial position and results of operations have been made for the periods presented.

The financial statements included herein should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended September 30, 2010.

SOONER HOLDINGS, INC.
BALANCE SHEETS



ASSETS	September 30, 2010			December 31, 2010
				(Unaudited)

Current Assets
Cash and cash equivalents	$	5,411		$	2,213
Total Current Assets		5,411			2,213

Total Assets	$	5,411		$	2,213

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
Accounts payable	$	58,825		$	68,602
Loans from shareholder		102,367			102,367
Total Current Liabilities		161,192			170,969

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			12,688
Additional paid in capital		6,197,690			6,197,690
Retained earnings (deficit)		(6,366,159	)		(6,379,134	)
Total Stockholders' Equity (Deficit)		(155,781	)		(168,756	)
Total Liabilities and Stockholders' Equity (Deficit)	$	5,411		$	2,213

See accompanying notes to financial statements.

SOONER HOLDINGS, INC.
STATEMENTS OF OPERATIONS
(Unaudited)


	Three Months Ended
	December 31,
	2009			2010

Revenue	$	-		$	-

Operating Expenses
General and administrative expense		11,044			10,998
Total Operating Expenses		11,044			10,998

Operating Loss		(11,044	)		(10,998	)

Other (Expenses) Income
Interest expense		(1,810	)		(1,977	)
Total Other (Expense) Income		(1,810	)		(1,977	)

Net Loss	$	(12,854	)	$	(12,975	)

Net Loss per Share, Basic and Diluted		(0.00	)		(0.00	)

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

See accompanying notes to financial statements.

SOONER HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)

	Three Months Ending
	December 31,
	2009			2010
Cash Flows From Operating Activities
Net loss	$	(12,854	)	$	(12,975	)
Adjustments to reconcile net loss to net cash provided by
operating activities
Increase (decrease) in
Accounts payable		10,504			9,777
Net Cash Flows Used In Operating Activities		(2,350	)		(3,198	)

Cash Flows from Financing Activities
Loans from shareholder		3,000			0
Net Cash Provided by Financing Activities		3,000			0

Increase (Decrease) in Cash		650			(3,198	)
Cash at Beginning of Year		7,536			5,411
Cash at End of Year	$	8,186		$	2,213

See accompanying notes to financial statements.

SOONER HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2010

NOTE A - ORGANIZATION AND OPERATIONS

Sooner Holdings, Inc. ("Sooner" or the "Company"), an Oklahoma corporation, formerly conducted business through three of its wholly owned subsidiaries. Charlie O Business Park Incorporated ("Business Park") which was liquidated into Sooner on October 1, 2005 was engaged in the ownership and rental of a business park in Oklahoma City, Oklahoma. ND Acquisition Corp. ("NDAC") which was sold on September 30, 2005 operated minimum security correctional facilities. Sooner Communications, Inc. ("Telecommunications") was liquidated into Sooner Holdings on October 1, 2005. It was engaged in providing enhanced services to the telecommunications industry. Currently, Sooner is inactive except for the administrative costs associated with being a publicly traded entity. Management is seeking new business opportunities.

NOTE B – CONTINUATION AS A GOING CONCERN

The accompanying financial statements have been prepared assuming that Sooner Holdings, Inc. will continue as a going concern. Sooner Holdings, Inc. has suffered losses from operations in recent years and continues to have a significant shareholders’ deficit. Subsequent to September 30, 2004, and as of the date of this report, Sooner Holdings, Inc., has ceased all of the operations described in Note A to the financial statements and is currently seeking to acquire new business opportunities. As of December 31, 2010, the Company had a deficit net worth of $(168,756) and no operating activities.

The Company’s current business plan is to seek, investigate and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, joint venture or partnership. Management intends to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. Management cannot predict to what extent the Company might incur further operating losses through any business entity which may eventually be acquired. The financial statements do not include any adjustment relating to the classification of liabilities that might result should the Company be unable to continue as a going concern.

NOTE C - SUMMARY OF ACCOUNTING POLICIES

The unaudited consolidated condensed financial statements included herein have been prepared in accordance with generally accepted accounting principles for interim financial statements and with Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three months ended December 31, 2010 are not necessarily indicative of results that may be expected for the year ended September 30, 2011.

SOONER HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2010

The consolidated condensed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Form 10-K for the year ended September 30, 2010. The September 30, 2010 consolidated condensed balance sheet was derived from audited financial statements.

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.

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.

Loss Per Common Share

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

Use of Estimates

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

Concentrations of Credit Risk

The Company in the past maintained cash balances at several financial institutions. On December 31, 2010, the company had only one checking account at one financial institution. Accounts at each institution in non-interest bearing accounts are insured by the Federal Deposit Insurance Corporation. The company’s only checking account is non-interest bearing and is fully insured. The Federal Deposit Insurance Corporation will provide the full coverage up to $250,000.

NOTE D - STOCKHOLDERS' EQUITY (DEFICIT)

Preferred Stock

The Company's authorized capital includes 10,000,000 shares of preferred stock, undesignated as to par value. The Board of Directors of the Company, in its sole discretion, may establish par value, divide the shares of preferred stock into series and fix and determine the dividend rate, designations, preferences, privileges and ratify the powers, if any, and determine the restrictions and qualifications of each series of preferred stock as established. No shares of preferred stock have been issued by the Company as of September 30, 2010.

SOONER HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2010

Employee Stock Option Plan

The Company has a stock option plan ("1995 Plan") for directors, officers, key employees, and consultants covering 2,000,000 shares of Company common stock. Options granted under the 1995 Plan may be either "incentive stock options", as defined in Section 422A of the Internal Revenue Code, or "nonqualified stock options", subject to Section 83 of the Internal Revenue Code, at the discretion of the Board of Directors and as reflected in the terms of the written option agreement. The option price shall not be less than 100% (110% if the option is granted to a stockholder who at the time the option is granted owns stock representing more than 10% of the total combined voting power of all classes of stock of the Company) of the fair market value of the optioned common stock on the date the options are granted. Options become exercisable based on the discretion of the Board of Directors but must be exercised within ten years of the date of grant. On December 31, 2010 there were no options outstanding under the plan.

NOTE E - INCOME TAXES

A valuation allowance for deferred tax assets is required when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of this deferred tax asset depends on the Company's ability to generate sufficient taxable income in the future. Management believes it is more likely than not that the deferred tax asset will not be realized by future operating results. The only deferred income tax asset the company had at December 31, 2010 was the tax effect of the net operating loss carryforward of approximately $567,000, which was subject to a 100% valuation allowance at December 31, 2010.

At September 30, 2010, the Company has net operating loss carryforwards for

Expiration	Loss
Date	Carryforwards
9/30/2012	29,124
9/30/2018	279,949
9/30/2020	152,499
9/30/2021	173,815
9/30/2022	121,352
9/30/2023	25,044
9/30/2024	287,561
9/30/2025	206,563
9/30/2027	83,226
9/30/2028	37,185
9/30/2029	28,158
9/30/2030	29,778
	$1,454,254

SOONER HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2010

NOTE F - RELATED PARTY TRANSACTIONS

Related Party Obligations

As of December 31, 2010, the company had loans outstanding from shareholders of $102,367. These loans are unsecured and are due on demand with an annual interest rate of 8%. For the three months ending December 31, 2010, interest expense of $1,977 had been accrued on these notes and is included in accounts payable.

NOTE G - COMMITMENTS AND CONTINGENCIES

The Company is not aware of any administrative proceedings, commitments or contingencies involving Sooner Holdings, Inc.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

Plan of Operation for the Next Twelve Months

Our current business plan is to seek, investigate and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity such as a corporation, joint venture or partnership. We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings.

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

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

As of December 31, 2010, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and our Chief Financial Officer, of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective for the gathering, analyzing and disclosing the information we are required to disclose in the reports we file under the Securities Exchange Act of 1934, within the time periods specified in the SEC's rules and forms.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. For instance, in its assessment of the effectiveness of internal control over financial reporting as of September 30, 2010, the Company determined that we had a material weakness, as described below and therefore our internal controls over financial reporting were not effective.

As of September 30, 2010, there was a transaction recorded in an improper period. There has been another transaction that has been recorded to the wrong expense account. We remedied thses weaknesses by having both officers review all transactions as well as the financial statements.

Our management does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

(b) Changes in internal control over financial reporting.

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. 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 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no equity securities of the issuer sold during the period of this report that were not registered under the Securities Act.

Item 6. Exhibits

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

Item No.	Description	Page no. (footnote)

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

10	Agreement for Change of Control of Sooner Holdings, Inc. executed on July 23, 2008 and recited to be effective on July 17, 2008	(4)

14	Code of Ethics for CEO and Senior Financial Officers	(2)

16	Letter of November 13, 2008 of Murrell, Hall, McIntosh & Co., PLLP of Oklahoma City, Oklahoma, the principal independent registered public accountants of agreeing with the statements made in this Form 8-K by Sooner Holdings, Inc. concerning Sooner’s change of principal independent accountants.	(3)

20.1	Audit Committee Charter	(2)

20.2	Compensation Committee Charter	(2)

20.3	Governance and Nominating Committee Charter	(2)

20.4	Corporate Governance Principles	(2)

31.1	Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

32.1	Certification pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).

Footnotes:

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

(2)	Filed as an Exhibit to our Form 10-QSB 12-31-02 (file no. 0-18344).

(3)	Previously filed by Sooner Holdings, Inc. on November 18, 2008, Commission File No. 000-18344; incorporated herein by reference.

(4)	Previously filed by Sooner Holdings, Inc. on July 28, 2008, Commission File No. 000-18344; incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 11, 2011

	SOONER HOLDINGS, INC.

	By:	/s/ R.C. Cunningham II
		R.C. Cunningham II
		Chief Executive Officer

SOONER HOLDINGS INC /OK/ - FORM 10-Q/A - February 11, 2011

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