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


                                    FORM 8-K
                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


         Date of Report (date of earliest event reported) May 17, 1999


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


           OKLAHOMA                       0-18344                73-1275261
(State or other jurisdiction of    (Commission File Number)     IRS Employer
 incorporation or organization)                              Identification No.)


             2680 West Interstate 40, Oklahoma City, Oklahoma 73108
               (Address of principal executive offices) (Zip Code)


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

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         On May 17, 1999, the Issuer engaged Grant Thornton LLP as its principal
accountant to audit its financial  statements,  commencing  with its fiscal year
ended  December  31,  1998.  Grant  Thornton  LLP will also audit the  financial
statements of New Directions related to the operation of a community corrections
business. The operating assets of New Directions were acquired by a newly formed
subsidiary of the Issuer in May 1998. The operations of New Directions  from the
date of the acquisition  must be included in the Issuer's  financial  statements
for the fiscal year ended December 31, 1998.

         The Company has not consulted  with Grant  Thornton LLP during the past
two fiscal years  concerning  the  application  of accounting  principals or any
issues relating to accounting, auditing or financial reporting.

         Upon  completion  of Grant  Thornton's  audit,  the Issuer  will file a
Current Report on Form 8-K related to the New Directions  acquisition,  together
with audited financial statements of New Directions.  The Issuer also expects to
promptly file its late  Quarterly  Reports on Form 10-QSB for the quarters ended
June 30,  1998 and  September  30,  1998,  as well as its Annual  Report on Form
10-KSB for the fiscal year ended December 31, 1998.

         The  Company  attributes  the delay in filing  its SEC  reports  to the
certain  material   uncertainties  that  initially  delayed  the  audit  of  New
Directions and then in addition,  the subsequent  resignation of Arthur Andersen
LLP as the  Company's  principal  accountants.  With  the  engagement  of  Grant
Thornton LLP, the Issuer anticipates filing all its required filings,  including
the fiscal 1999 quarterly reports, within 90 days.

         Pending   completion  of  the  audit,  the  Issuer  expects  to  report
consolidated   revenues  for  the  fiscal  year  ending  December  31,  1998  of
approximately  $1,050,000,  compared  to  approximately  $432,500  for the prior
fiscal year. The Issuer expects to report a net loss of  approximately  $248,000
for the fiscal  year  ending  December  31,  1998,  as compared to net income of
approximately $8,100 for the fiscal year ending December 31, 1997.


                                    SIGNATURE

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


                                        SOONER HOLDINGS, INC.


Dated: June 15, 1999                    By: /s/ R. C. Cunningham II
       ----------------------               ----------------------------
                                        R. C. Cunningham II
                                        CEO, President and Chairman