UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended:  March 31, 2003

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
         EXCHANGE ACT
         For the transition period from ______________ to ________________


                         Commission file number 0-30721

                               IPEC HOLDINGS INC.
        (Exact name of small business issuer as specified in its charter)

                 NEVADA                                   87-0621339
     (State or other jurisdiction of                    (IRS Employer
      incorporation or organization)                  Identification No.)

    RD #3, BOX 7-A, NORTHGATE INDUSTRIAL PARK, NEW CASTLE, PENNSYLVANIA 16105
                    (Address of principal executive offices)

                                 (800) 377-4732
                           (Issuer's telephone number)

                                 NOT APPLICABLE
         (Former name, former address and former fiscal year, if changed
                               since last report)


     State the number of shares outstanding of each of the issuer's classes
              of common equity, as of the latest practicable date:

            9,972,912 SHARES OF COMMON STOCK, $0.001 PAR VALUE, AS OF
                                 MARCH 31, 2003


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


<PAGE>

                               IPEC HOLDINGS, INC.
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                              March 31, 2003       December 31,
                                                                (Unaudited)            2002
                                                             ----------------   ----------------
<S>                                                          <C>                <C>
                        Assets
Cash                                                         $        13,079    $        84,661
Accounts Receivable, less reserves for                             1,553,258            937,168
   bad debts of $172,187 and $157,881
   in 2003 and 2002
Other Receivables                                                     47,500             48,977
Inventory                                                          3,106,018          2,634,742
Prepaid Expenses                                                     156,178              5,549
                                                             ----------------   ----------------
                    Current Assets                                 4,876,033          3,711,097
                                                             ----------------   ----------------

Land                                                                 119,374            119,374
Buildings and Equipment                                           17,399,278         17,122,861
Construction In Progress                                             844,698            406,307
Accumulated Depreciation                                          (6,600,988)        (6,196,300)
                                                             ----------------   ----------------
            Property, Plant & Equipment, Net                      11,762,362         11,452,242
                                                             ----------------   ----------------

Patents, less accumulated amortization of                            297,636            299,395
   $81,608 and $78,702 in 2003 and 2002
Other Assets                                                           7,324              9,173
                                                             ----------------   ----------------
                      Other Assets                                   304,960            308,568
                                                             ----------------   ----------------
                      Total Assets                           $    16,943,355    $    15,471,907
                                                             ================   ================
</TABLE>


    The accompanying notes are an integral part of the financial statements.



                                       2

<PAGE>
                               IPEC HOLDINGS, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              March 31, 2003       December 31,
                                                                (Unaudited)            2002
                                                             ----------------   ----------------
<S>                                                          <C>                <C>
             Liabilities and Shareholders' Equity

Accounts Payable                                             $     1,295,251    $       800,753
Accrued Liabilities                                                  172,576            109,281
Taxes Payable                                                          8,349             16,426
Accrued Interest                                                      39,157             31,657
Notes Payable - Current Portion                                    1,443,089          1,416,436
Bank Line Of Credit                                                3,460,000          2,550,000
Capital Lease Obligation - Current Portion                           126,232            169,820
Amounts Due to Related Parties                                       605,000                -
                                                             ----------------   ----------------
                     Current Liabilities                           7,149,654          5,094,373
                                                             ----------------   ----------------

Capital Lease Obligation                                              72,171             74,642
Notes Payable - Long Term                                          5,335,025          5,732,086
                                                             ----------------   ----------------
                    Long Term Liabilities                          5,407,196          5,806,728
                                                             ----------------   ----------------

Deferred Income Taxes                                                 88,000            148,000
                                                             ----------------   ----------------

Preferred Stock, no par value, 1,000,000 shares
   authorized, no shares issued
Common Stock, par value $0.001 per                                     9,973              9,973
   share, 100,000,000 shares authorized,
   9,972,909 shares issued and
   outstanding at March 31, 2003
   and December 31, 2002
Additional Paid In Capital                                         4,149,694          4,149,694
Retained Earnings                                                    138,838            263,139
                                                             ----------------   ----------------
                     Shareholders' Equity                          4,298,505          4,422,806
                                                             ----------------   ----------------
Total Liabilities and Shareholders' Equity                   $    16,943,355    $    15,471,907
                                                             ================   ================

</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                       3

<PAGE>
                               IPEC HOLDINGS INC.
                      STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>
                                                               Three Months        Three Months
                                                                Ended March         Ended March
                                                                 31, 2003            31, 2002
                                                                (Unaudited)         (Unaudited)
                                                              --------------      --------------
<S>                                                           <C>                 <C>
 Sales                                                        $   3,152,602       $   2,627,159
                                                              --------------      --------------

 Operating expenses
   Cost of goods sold                                             2,448,093           1,823,239
   Selling                                                          323,343             155,780
   General and administrative                                       417,328             325,033
                                                              --------------      --------------
       Operating expenses                                         3,188,764           2,304,052
                                                              --------------      --------------
 Operating income                                                   (36,162)            323,107
                                                              --------------      --------------

 Non-operating expense (income)
   Interest expense                                                 151,186             147,427
   Other income                                                      (1,297)             (5,211)
                                                              --------------      --------------
       Non-operating expenses                                       149,889             142,216
                                                              --------------      --------------

 Income before taxes                                               (186,051)            180,891
 Income taxes                                                        61,750              (3,800)
                                                              --------------      --------------

 Net (loss) / income                                          $    (124,301)      $     177,091
                                                              ==============      ==============

 Average Shares of Common Stock - Basic                           9,972,912           9,847,604
                                                              ==============      ==============

 Average Shares of Common Stock - Diluted                        10,253,559           9,847,604
                                                              ==============      ==============

 Basic Income (Loss) Per Share                                $       (0.01)      $        0.02
                                                              ==============      ==============

 Diluted Income (Loss) Per Share                              $       (0.01)      $        0.02
                                                              ==============      ==============

</TABLE>

    The accompanying notes are an integral part of the financial statements.


                                       4


<PAGE>
                               IPEC HOLDINGS INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)


<TABLE>
<CAPTION>
                                                                         Three Months       Three Months
                                                                         Ended March        Ended March
                                                                           31, 2003           31, 2002
                                                                         (Unaudited)        (Unaudited)
                                                                       ---------------     ---------------
<S>                                                                    <C>                 <C>
Cash Flows from Operating Activities
Net Income (Loss)                                                      $     (124,301)     $      177,091
Adjustments to reconcile net income to net cash provided by
operating activities
    Depreciation and amortization                                             323,413             323,413
    Deferred taxes                                                            (60,000)
    Common stock issued for services                                              -                25,000
    Capitalized interest                                                      (10,500)              8,000
    Changes in Assets and Liabilities
      Accounts receivable                                                    (616,090)           (437,737)
      Other receivables                                                         1,477              16,202
      Inventory                                                              (471,276)           (510,025)
      Prepaid Expenses                                                       (150,629)            (82,216)
      Other Assets                                                              1,667                 -
      Accounts payable                                                        494,498             369,143
      Accrued liabilities                                                      63,295              55,697
      Taxes payable                                                            (8,077)            (12,686)
      Accrued interest                                                          7,500                 -
                                                                       ---------------     ---------------
Net cash provided by operating activities                                    (549,023)            (68,118)
                                                                       ---------------     ---------------

Purchases of property, plant and equpment                                    (620,645)           (609,861)
Investment in and development of patents                                         (447)             (1,634)
                                                                       ---------------     ---------------
Net cash used in investing activities                                        (621,092)           (611,495)
                                                                       ---------------     ---------------

Borrowing on bank line of credit                                              910,000                 -
(Repayments) of bank line of credit                                               -              (364,638)
(Reduction) of capital lease obligations                                      (46,059)            (36,808)
Repayment of notes payable                                                   (370,408)                -
Increase in notes payable                                                         -               874,310
Increase / (Decrease) in amounts due to related parties                       605,000            (700,000)
                                                                       ---------------     ---------------
Net cash provided by financing activities                                   1,098,533            (227,136)
                                                                       ---------------     ---------------

Net Increase / (Decrease) in cash                                             (71,582)           (906,749)
Cash - beginning of period                                                     84,661           1,014,381
                                                                       ---------------     ---------------
Cash - end of period                                                   $       13,079      $      107,632
                                                                       ===============     ===============

Cash paid for interest                                                 $      143,686      $      147,427
                                                                       ===============     ===============
Cash paid for income taxes                                             $        6,327      $        4,945
                                                                       ===============     ===============
</TABLE>


    The accompanying notes are an integral part of the financial statements.


                                       5

<PAGE>
                               IPEC HOLDINGS INC.
                          FORM 10-QSB - MARCH 31, 2003
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS

1.   INTERIM FINANCIAL STATEMENTS

      The accompanying unaudited, condensed, balance sheets as of December 31,
      2002 and March 31, 2003 and statements of operations and cash flows for
      the three month periods ended March 31, 2003 and 2002 have been prepared
      by IPEC Holdings Inc. ("Company") in accordance with the instructions for
      SEC Form 10-QSB and, accordingly, do not include all disclosures required
      by generally accepted accounting principles for complete financial
      statements. The financial statements at March 31, 2003 and 2002 include
      the accounts of IPEC Holdings Inc. and its wholly-owned subsidiary. In the
      opinion of management of IPEC Holdings Inc. ("Company"), all adjustments,
      consisting of normal recurring accruals considered necessary for a fair
      presentation, have been included. The results of operations for the three
      month periods ended March 31, 2003 are not necessarily indicative of the
      operating results to be expected for the full fiscal year ending on
      December 31, 2002.

      Interim unaudited financial results should be read in conjunction with the
      audited financial statements included in the Company's Annual Report on
      Form 10-KSB for the fiscal year ended December 31, 2002.


NOTE 2 - INVENTORY

      As of March 31, 2003 and December 31, 2002, inventories consisted of the
      following:


<TABLE>
<CAPTION>
                                                                   March 31,      December 31,
                                                                     2003             2002
                                                                     ----             ----
<S>                                                             <C>              <C>
          Raw materials and packaging                           $     387,988    $    314,090
          Work in process                                             312,039         325,814
          Finished goods                                            2,965,991       2,454,838
          Reserve for excess and obsolete inventory                  (560,000)       (460,000)
                                                                ------------------------------
          Total Inventories                                     $   3,106,018    $  2,634,742
                                                                ==============================
</TABLE>


NOTE 3 - COMMON STOCK

      On February 10, 2003, one of the two principal shareholders transferred
      4,124,998 shares of the Company's stock to Plymouth Partners, L.P. in
      exchange for an interest in that limited partnership.

      On April 24, 2003, Plymouth Partners, L.P. transferred 4,024,998 shares of
      the Company's stock back to the same individual.

                                       6

<PAGE>
                               IPEC HOLDINGS INC.
                          FORM 10-QSB - MARCH 31, 2003
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS


 NOTE 4 - SUBSEQUENT EVENTS

      In early April 2003, the Company's line of credit was increased from $3.5
      million to $5.5 million.

      Also in April 2003, the Company repaid $605,000 of amounts due to related
      parties (advanced by one of the Company's two principal shareholders) with
      proceeds from borrowings under the line of credit.

      See Note 3 regarding stock transactions.
















                                       7
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

We acquired all of the issued and outstanding  shares of  International  Plastic
and  Equipment  Corp.  ("IPEC") in exchange for  9,489,796  shares of our common
stock  effective  January  28,  2002.   Following  the  acquisition  the  former
shareholders of IPEC held a majority of our total issued and outstanding  common
shares; IPEC was thereby deemed to be the acquiror. Accordingly, the transaction
has  been  accounted  for as a  reverse  takeover.  IPEC  has  continued  as the
operating entity and its historical  financial statements have replaced those of
the parent company.

The following discussion of our results of operations for the three months ended
March 31, 2003 should be read in  conjunction  with our  consolidated  financial
statements (unaudited) and related notes included therein.

OVERVIEW

We,  through IPEC,  are engaged in the  manufacture  of tamper  evident  plastic
closures and the design and fabrication of capping equipment.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003

During  the  three  months  ended  March 31,  2003,  we  recorded  a net loss of
$124,301, as compared to net income of $177,091 for the comparable period of the
previous year.

While 2003 sales increased by $525,443  (20.0%) for the three-month  period from
the  previous  year,  cost of goods sold for the 2003  period was  significantly
higher:  $2,448,093  or 77.7% of sales,  as compared to  $1,823,239  or 69.4% of
sales for 2002.  The cost of resin,  the raw material  used to  manufacture  our
products,  increased significantly,  as did other petroleum products, due to the
military  conflict in Iraq. We were not able to pass this  increased cost to our
customers  during  the first  quarter.  While we have now seen the cost of resin
drop in the second  quarter,  it is still higher than 2002 levels.  However,  we
were able to pass on some of the  increased  cost to our  customers  during  the
second quarter.

Selling expenses for the three months ended March 31, 2003 increased by $167,563
(107.6%)  from  the  previous  year  due to the  addition  of four  new  service
technicians and one new salesperson.  Also, with an increased customer base, our
salespeople  and  service  technicians  made more visits to  customers,  thereby
increasing travel and entertainment expenses.

General and  administrative  expenses  for the three months ended March 31, 2003
increased  by  $92,295   (28.4%)  from  the  previous   year.  The  increase  is
attributable  to the growth of the  company and the cost of  complying  with new
regulations  promulgated  by the Securities  and Exchange  Commission.  The most
significant increases were due to addition of outside directors during the first
quarter and the  engagement  of an  investment  banking  firm.  During the first
quarter of 2003, we paid  directors'  fees of $21,500 and fees to the investment
banking firm of $30,000.



                                       8

<PAGE>

Non-operating  expenses increased slightly by $7,673 (5.4%) for the three months
ended March 31, 2003 as compared to the previous year.

As a result,  we incurred a loss before taxes for 2003 of $186,051,  as compared
to pre-tax income of $180,891 for 2002.

LIQUIDITY AND FINANCIAL CONDITION

At March 31,  2003,  we had a  working  capital  deficiency  of  $2,273,621,  as
compared to a deficiency of  $1,383,276  at December 31, 2002,  due to increased
accounts payable, accrued liabilities, and our bank line of credit.

Our operations  used cash of $549,023 for the three months ended March 31, 2003,
as  compared  to $68,118 in the  previous  year.  The  decrease  in cash was due
primarily to the loss for the period, and increases in our accounts  receivable,
inventory, and prepaid expenses,

During the three months ended March 31, 2003,  we used  $621,092  primarily  for
property,  plant,  and  equipment,  as compared to $611,495  during the previous
year.  In 2003,  we paid down  capital  lease  obligations  ($46,059)  and notes
payable  ($370,408),  while borrowing an additional $910,000 on our bank line of
credit and $605,000 from related parties, for net cash of $1,098,533 provided by
financing  activities.  During  the  2002  fiscal  year,  $227,136  was  used in
financing activities.  We borrowed $874,310, paid down $1,064,638 on our line or
credit and amounts due to related parties, and reduced capital lease obligations
by $36,808.

PLAN OF OPERATIONS

IPEC's primary strategy is to increase its plastic closure sales by aggressively
increasing its market share in the  non-carbonated  beverage  sector of the caps
and closures  industry.  Management  has  identified 4 areas of focus to support
this strategy:

         (i)      Continuing  its commitment to research and development leading
                  to new product innovations;
         (ii)     Emphasizing customer support and total product solutions;
         (iii)    Continuing to enhance low cost manufacturing capabilities; and
         (iv)     Expanding sales initiatives.

Management of IPEC believes that it has in place much of the  infrastructure and
manufacturing  capability  required to support  growth to the $25 million dollar
revenue  level by 2005.  IPEC  proposes to increase  its  capacity in the next 3
years by 25% to 4.1 billion closures with the capital expenditures listed below.

Maintaining  IPEC's  manufacturing   readiness  requires  an  ongoing  financial
commitment  for tooling,  warehousing  and molds.  IPEC  proposes the  following
capital expenditures through 2005:


                                       9
<PAGE>



  YEAR       DESCRIPTION                           AMOUNT             TOTALS
  ----       -----------                           ------             ------
  2003       Machinery and equipment               200,000
             Molds                                 600,000
             Alabama warehouse expansion         1,400,000
                                                 ---------
             Total 2003                                             $2,200,000

  2004       Machinery and equipment               400,000
             Molds                                 200,000
                                                 ---------
             Total 2004                                                600,000

  2005       Machinery and equipment               400,000
             Molds                                 200,000
                                                 ---------
             Total 2005                                                600,000
                                                                    ----------
             TOTAL                                                  $3,400,000
                                                                    ==========


To provide the cash  necessary to support this growth plan  through  2005,  IPEC
anticipates  that it will  generate  cash flow of $1.2 million  from  operations
during the next three years.  Combined  with a planned  equity  offering of $1.9
million in 2003,  this will  enable IPEC to repay $3.1  million of current  debt
financing through 2005.

FORWARD-LOOKING STATEMENTS

Under the "safe harbor" provisions of the Private  Securities  Litigation Reform
Act of  1995  (the  "PSLRA"),  we  caution  readers  regarding  forward  looking
statements  found in this report and in any other  statement  made by, or on our
behalf,  whether  or not in future  filings  with the  Securities  and  Exchange
Commission.  Forward-looking  statements  are statements not based on historical
information and which relate to future operations, strategies, financial results
or other  developments.  Forward looking  statements are necessarily  based upon
estimates and assumptions that are inherently  subject to significant  business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond our control and many of which, with respect to future business decisions,
are subject to change.  These  uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward  looking  statements  made by or on our behalf.  We disclaim  any
obligation to update forward-looking statements.


ITEM 3.  CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our Chief  Executive  Officer  and Chief  Financial  Officer,  we  conducted  an
evaluation of the  effectiveness  of our  disclosure  controls and procedures as
defined in Rule 13a-14(c)  promulgated under the Securities Exchange Act of 1934
within 90 days of the filing date of this report. Based on their evaluation, our
Chief Executive  Officer and Chief Financial  Officer  concluded that the design
and operation of our disclosure controls and procedures were effective as of the
date of the evaluation.

                                       10

<PAGE>

There have been no significant changes (including corrective actions with regard
to significant  deficiencies or material weaknesses) in our internal controls or
in other factors that could  significantly  affect these controls  subsequent to
the date of the evaluation referenced in the preceding paragraph.


                            PART II OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

              We are not a party to any pending legal  proceedings,  other  than
              routine litigation deemed incidental to our business.

ITEM 2.       CHANGES IN SECURITIES

              None.

ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

              None.

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

              None.

ITEM 5.       OTHER INFORMATION

              None.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (a)    Exhibits:


              REGULATION
              S-B NUMBER                             EXHIBIT

                2.1         Share Exchange Agreement between Golden Hole, Inc.
                            and International Plastics and Equipment Corp. dated
                            January 14, 2002 (1)

                3.1         Restated Articles of Incorporation (2)

                3.2         Bylaws (2)

                4.1         Description of Series A Convertible Preferred Stock
                            (3)

               10.1         December 23, 1998 Loan Documents with First Western
                            Bank (3)


                                       11

<PAGE>

              REGULATION
              S-B NUMBER                             EXHIBIT

               10.2         January 13, 2000 Loan Documents with First Western
                            Bank (3)

               10.3         January 11, 2001 Loan Documents with Sky Bank (3)

               10.4         February 25, 2002 Loan Documents with Sky Bank (3)

               10.5         Series A Convertible Preferred Stock Purchase
                            Agreement dated January 1, 2000 (3)

               10.6         Consulting Agreement dated January 1, 2000 with
                            Sherwood LLC (3)

               10.7         Payment and Severance Agreement and Guarantee dated
                            January 2, 2001 (3)

               10.8         Consulting Agreement dated January 1, 2001 with
                            Sherwood LLC (3)

               10.9         2002 Stock Option Plan (2)

               21.1         Subsidiaries of the registrant (3)

               99.1         Certification Pursuant to 18 U.S.C. Section 1350 as
                            Adopted Pursuant to Section 906 of the Sarbanes-
                            Oxley Act of 2002

               99.2         Certification Pursuant to 18 U.S.C. Section 1350 as
                            Adopted Pursuant to Section 906 of the Sarbanes-
                            Oxley Act of 2002

             ------------------
                  (1) Incorporated   by   reference  to  the  exhibits  to   the
                      registrant's  current report on Form 8-K dated January 28,
                      2002, file number 0-30721.
                  (2) Incorporated  by   reference  to   the  exhibits  to   the
                      registrant's  current  report on Form 8-K  dated April 15,
                      2002, file number 0-30721.
                  (3) Incorporated  by  reference   to  the   exhibits  to   the
                      registrant's annual  report on  Form 10-KSB for the fiscal
                      year ended December 31, 2001, file number 0-30721.

              (b)    Reports on Form 8-K:  None

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                      IPEC HOLDINGS INC.



Date:  May 13, 2003                   By: /s/ FREDERICK W. WAKELIN, JR.
                                         ---------------------------------------
                                              Frederick W. Wakelin, Jr.
                                              Chief Financial Officer


                                       12
<PAGE>


                                 CERTIFICATIONS

I, Joseph Giordano, Jr., certify that:

1.       I have reviewed this  quarterly  report on Form 10-QSB of IPEC Holdings
         Inc.;

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether there were  significant  changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.



Date:    May 14, 2003


                                       /s/ JOSEPH GIORDANO, JR.
                                       -----------------------------------------
                                       Joseph Giordano, Jr.
                                       President (Principal Executive Officer)


                                       13

<PAGE>


I, Frederick W. Wakelin, Jr., certify that:

1.       I have reviewed this  quarterly  report on Form 10-QSB of IPEC Holdings
         Inc.;

2.       Based on my  knowledge,  this  quarterly  report  does not  contain any
         untrue  statement of a material  fact or omit to state a material  fact
         necessary to make the  statements  made, in light of the  circumstances
         under which such  statements  were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included in this quarterly  report,  fairly present in all
         material  respects the financial  condition,  results of operations and
         cash flows of the  registrant as of, and for, the periods  presented in
         this quarterly report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a)       designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         b)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         c)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent functions):

         a)       all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         b)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         quarterly  report  whether there were  significant  changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date:    May 13, 2003


                                        /s/ FREDERICK W. WAKELIN, JR.
                                        ----------------------------------------
                                        Frederick W. Wakelin, Jr.
                                        Chief Financial Officer



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