U.S. 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:  September 30, 2002

[ ]      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
                               SEPTEMBER 30, 2002


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


<PAGE>

                               IPEC HOLDINGS, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                    September 30,           December 31,
                                                   2002 (Unaudited)             2001
                                                   ----------------      -----------------
<S>                                                <C>                   <C>
                 Assets
Cash                                               $       102,824       $      1,014,381
Accounts Receivable, less reserves for                   1,422,921                858,485
  bad debts of $269,242 and $140,273
  in 2002 and 2001
Other Receivables                                           62,981                100,925
Inventory                                                2,235,847              1,849,513
Prepaid Expenses                                            43,201                 36,288
                                                   ----------------      -----------------
           Current Assets                                3,867,774              3,859,592
                                                   ----------------      -----------------

Land                                                       119,374                110,036
Buildings and Equipment                                 16,628,803             14,005,019
Construction In Progress                                   301,041              1,273,512
Accumulated Depreciation                                (5,741,041)            (4,720,668)
                                                   ----------------      -----------------
      Property, Plant & Equipment, Net                  11,308,177             10,667,899
                                                   ----------------      -----------------

Patents, less accumulated amortization of                  314,411                320,771
  $62,955 and $55,791 in 2002 and 2001
Other Assets                                                12,173                  3,868
                                                   ----------------      -----------------
             Other Assets                                  326,584                324,639
                                                   ----------------      -----------------
             Total Assets                          $    15,502,535       $     14,852,130
                                                   ================      =================

  Liabilities and Shareholders' Equity

Accounts Payable                                   $       857,113       $        778,662
Accrued Liabilities                                        111,974                 73,085
Taxes Payable                                              144,169                 25,055
Accrued Interest                                             6,085                  6,085
Notes Payable - Current Portion                          3,230,873              2,990,727
Bank Line Of Credit                                      1,900,000              2,260,000
                                                   ----------------      -----------------
             Current Liabilities                         6,250,214              6,133,614
                                                   ----------------      -----------------

Capital Lease Obligation                                   259,277                369,171
Notes Payable - Long Term                                4,222,044              4,096,418
Amounts Due to Related Parties                                 -                  700,000
                                                   ----------------      -----------------
             Long Term Liabilities                       4,481,321              5,165,589
                                                   ----------------      -----------------

Deferred Income Taxes                                      161,800                    -
                                                   ----------------      -----------------

Common Stock, par value $0.001 per                           9,973                  9,490
  share, 100,000,000 shares authorized,
  9,972.909 and 9,489,793 shares issued
  and outstanding at September 30, 2002
  and December 31, 2001, respectively
Additional Paid In Capital                               4,149,694              4,125,177
Retained Earnings (Deficit)                                449,533               (581,740)
                                                   ----------------      -----------------
             Shareholders' Equity                        4,609,200              3,552,927
                                                   ----------------      -----------------
Total Liabilities and Shareholders' Equity         $    15,502,535       $     14,852,130
                                                   ================      =================
</TABLE>


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



                                       2

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


<TABLE>
<CAPTION>
                                                Three Months         Three Months         Nine Months          Nine Months
                                                   Ended                Ended                Ended                Ended
                                                September 30,        September 30,       September 30,        September 30,
                                                    2002                 2001                 2002                 2001
                                                (Unaudited)          (Unaudited)          (Unaudited)          (Unaudited)
                                              ----------------     ----------------    ----------------     ----------------
<S>                                           <C>                  <C>                 <C>                  <C>
Sales                                         $     3,743,856      $     3,453,875     $    10,534,146      $    10,759,482
                                              ----------------     ----------------    ----------------     ----------------
Operating expenses
  Cost of goods sold                                2,611,242            2,693,738           7,257,478            8,329,688
  Selling                                             189,158              254,380             589,283              548,420
  General and administrative                          250,490              269,034             903,566              653,628
                                              ----------------     ----------------    ----------------     ----------------
    Operating expenses                              3,050,890            3,217,152           8,750,327            9,531,736
                                              ----------------     ----------------    ----------------     ----------------
Operating income                                      692,966              236,723           1,783,819            1,227,746
                                              ----------------     ----------------    ----------------     ----------------

Non-operating expense (income)
  Interest expense                                    158,628              212,573             470,229              660,310
  Other income                                         (6,017)              (2,904)            (14,884)             (13,443)
                                              ----------------     ----------------    ----------------     ----------------
    Non-operating expenses, net                       152,611              209,669             455,345              646,867
                                              ----------------     ----------------    ----------------     ----------------

Income before taxes                                   540,355               27,054           1,328,474              580,879
Income taxes                                           94,000                  -               297,200                  -
                                              ----------------     ----------------    ----------------     ----------------

Net income                                    $       446,355      $        27,054     $     1,031,274      $       580,879
                                              ================     ================    ================     ================

Average Shares of Common Stock - Basic              9,972,909            8,295,890           9,922,786            8,295,890
                                              ================     ================    ================     ================

Average Shares of Common Stock - Diluted           10,066,434            8,558,390           9,997,606            8,935,890
                                              ================     ================    ================     ================

Basic Income Per Share                        $          0.04      $          0.00     $          0.10      $          0.07
                                              ================     ================    ================     ================

Diluted Income Per Share                      $          0.04      $          0.00     $          0.10      $          0.07
                                              ================     ================    ================     ================
</TABLE>





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

                                       3
<PAGE>


                               IPEC HOLDINGS INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Three Months         Three Months         Nine Months          Nine Months
                                                           Ended                Ended                Ended                Ended
                                                        September 30,        September 30,       September 30,        September 30,
                                                            2002                 2001                 2002                 2001
                                                        (Unaudited)          (Unaudited)          (Unaudited)          (Unaudited)
                                                      ----------------     ----------------    ----------------     ----------------
<S>                                                   <C>                  <C>                 <C>                  <C>
Cash Flows from Operating Activities
Net Income                                            $       446,355      $        27,054     $     1,031,274      $       580,879
Adjustments to reconcile net income to net cash
provided by operating activities
  Depreciation and amortization                               358,284              306,473           1,025,149              980,643
  Deferred Taxes                                               93,300                  -               161,800                  -
  Common stock issued for services                                -                    -                25,000                  -
  Capitalized interest                                         (2,500)              (9,000)            (14,500)             (27,000)
  Changes in Assets and Liabilities
    Accounts receivable                                       383,177              421,072            (564,436)            (729,313)
    Other receivables                                          13,809              (15,033)             37,944               26,844
    Inventory                                                  89,847            1,008,128            (386,334)             867,375
    Prepaid Expenses                                           37,651                  -                (6,913)                 -
    Other Assets                                               (3,000)                 501              (3,000)                 682
    Accounts payable                                          (65,028)            (292,688)             78,451             (585,841)
    Accrued liabilities                                       (86,196)              34,865              38,889              (71,166)
    Taxes payable                                                 700                  -               119,114                2,017
                                                      ----------------     ----------------    ----------------     ----------------
Net cash provided / (used) by operating activities          1,266,399            1,481,372           1,542,438            1,045,120
                                                      ----------------     ----------------    ----------------     ----------------

Cash Flows from Investing Activities
Purchases of property, plant and equpment                    (428,918)             (68,925)         (1,646,151)            (736,366)
Disposals of property, plant and equipment                        -                    -                   -                    -
Investment in and development of patents                          (50)                (611)             (3,722)             (87,443)
                                                      ----------------     ----------------    ----------------     ----------------
Net cash used in investing activities                        (428,968)             (69,536)         (1,649,873)            (823,809)
                                                      ----------------     ----------------    ----------------     ----------------
</TABLE>


                              (continued next page)

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



                                       4
<PAGE>


                               IPEC HOLDINGS INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)

                         (continued from previous page)

<TABLE>
<CAPTION>
                                                        Three Months         Three Months         Nine Months          Nine Months
                                                           Ended                Ended                Ended                Ended
                                                        September 30,        September 30,       September 30,        September 30,
                                                            2002                 2001                 2002                 2001
                                                        (Unaudited)          (Unaudited)          (Unaudited)          (Unaudited)
                                                      ----------------     ----------------    ----------------     ----------------
<S>                                                   <C>                  <C>                 <C>                  <C>

Cash Flows from Financing Activities
(Repurchase) of preferred stock                                   -               (350,000)                -               (900,000)
Borrowing on bank line of credit                               25,000                  -               955,000                  -
(Repayments) of bank line of credit                          (490,000)            (925,000)         (1,315,000)            (520,973)
(Reduction) of capital lease obligations                      (42,209)             (15,743)           (109,894)            (394,529)
Increase (Decrease) in notes payable                         (260,619)            (284,079)            365,772            1,363,208
Increase (Decrease) in amounts due to related parties             -                244,702            (700,000)             450,000
                                                      ----------------     ----------------    ----------------     ----------------
Net cash provided by financing activities                    (767,828)          (1,330,120)           (804,122)              (2,294)
                                                      ----------------     ----------------    ----------------     ----------------

Net Increase / (Decrease) in cash                              69,603               81,716            (911,557)             219,017
Cash - beginning of period                                     33,221              148,950           1,014,381               11,649
                                                      ----------------     ----------------    ----------------     ----------------
Cash - end of period                                  $       102,824      $       230,666     $       102,824      $       230,666
                                                      ================     ================    ================     ================

Cash paid for interest                                $       158,628      $       212,573     $       470,229      $       660,310
                                                      ================     ================    ================     ================
Cash paid for income taxes                            $           -        $           -       $        16,286      $           -
                                                      ================     ================    ================     ================
</TABLE>


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


                                       5

<PAGE>

                               IPEC HOLDINGS INC.
                        FORM 10-QSB - SEPTEMBER 30, 2002
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS


1. INTERIM FINANCIAL STATEMENTS

     The accompanying unaudited balance sheets as of September 30, 2002 and
     December 31, 2001 and statements of operations and cash flows for the three
     month and nine month periods ended September 30, 2002 and 2001 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. 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 financial statements at September 30, 2002 include the accounts of IPEC
     Holdings Inc. and its wholly-owned subsidiary. Financial statements at
     December 31, 2001 and September 30, 2001 include the historical financial
     statements of International Plastics & Equipment Corp. See Note 2.

     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, 2001.

     The results of operations for the three and nine month periods ended
     September 30, 2002 are not necessarily indicative of the operating results
     to be expected for the full fiscal year ending on December 31, 2002.


2. BUSINESS COMBINATION

     The Company was originally incorporated under the laws of the State of
     Nevada on December 11, 1985. In June 1998, a newly formed Board of
     Directors agreed to reorganize the Company under the name "Golden Hole,
     Inc." In May 2000, the Company filed Form 10SB12G with the Securities and
     Exchange Commission becoming a public company reporting under the
     Securities Exchange Act of 1934.

     On January 14, 2002, the Company entered into a share exchange agreement to
     acquire International Plastics & Equipment Corp. ("IPEC"). The Company
     closed its acquisition of IPEC pursuant to the terms of the share exchange
     agreement on January 28, 2002. Accordingly, as of January 28, 2002, IPEC
     became a wholly owned subsidiary of the Company.

     The Company issued 9,489,796 shares of its common stock to the shareholders
     of the IPEC and, following the acquisition, there were 9,954,796 shares of
     common stock of the Company issued and outstanding. After the closing of
     the share exchange agreement, Golden Hole, Inc. changed its name to IPEC
     Holdings Inc. The presentation of issued and outstanding shares of common
     stock previously presented have been changed to reflect this transaction.

     The transaction has been accounted for in the first quarter of calendar
     year 2002 as a reverse merger. As a result of the reverse merger, the
     operating entity, IPEC, has continued as the operating entity under the
     IPEC Holdings Inc. name, and its historical financial statements have
     replaced those of Golden Hole, Inc.


                                       6

<PAGE>
                               IPEC HOLDINGS INC.
                        FORM 10-QSB - SEPTEMBER 30, 2002
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS

     The unaudited consolidated revenues, net loss and loss per share of IPEC
     Holdings Inc. for the three and nine months ended September 30, 2001 on a
     pro forma basis are substantially the same as those of International
     Plastics & Equipment Corp. for the same period.


NOTE 3 - INVENTORY

     As of September 30, 2002 and December 31, 2001, inventories consisted of
     the following:



                                            September 30,        December 31,
                                                2002                 2001
                                            -------------        ------------

        Raw materials and packaging         $    345,242         $   247,798
        Work in process                          372,788             316,475
        Finished goods                         1,917,817           1,785,241
        Reserve for obsolescence and            (400,000)           (500,000)
          temporary decline in market value
                                            -------------        ------------
        Total Inventories                   $  2,235,847         $ 1,849,513
                                            =============        ============


NOTE 4 - ADDITIONAL FINANCING

     On February 28, 2002, the Company borrowed $1,150,000 in connection with
     the construction of a warehouse facility at its New Castle Pennsylvania
     location. The loan matures in August 2017 and bears interest at 7%. The
     loan is payable as follows:

         Six monthly payments, beginning March 15, 2002, of interest on the
         unpaid balance; then,
         Fifty-four monthly payments of $10,337; then,
         One hundred twenty-six monthly payments of $10,880.

     The loan is secured by all business assets of the Company and a second
     mortgage on real estate at its New Castle Pennsylvania location. The debt
     covenants include a requirement to maintain a debt service coverage ratio
     of 1.2 to 1.


NOTE 5 - COMMON STOCK

     On March 1, 2002, the Company issued 18,116 shares of its common stock
     valued at $1.38 per share to a firm serving as its investment advisor. At a
     special shareholders meeting held April 4, 2002, the shareholders adopted
     Restated Articles of Incorporation (that effected the name change described
     in Note 2, above) and authorized additional capital stock consisting of
     25,000,000 shares of Preferred Stock, $.001 par value per share.


                                       7
<PAGE>

                               IPEC HOLDINGS INC.
                        FORM 10-QSB - SEPTEMBER 30, 2002
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS


     In April 2002, the Board of Directors approved the adoption of a
     non-qualified and incentive stock option plan (the "2002 Stock Option Plan"
     or "Plan").

     Under this plan, the Company may grant options to employees, officers,
     consultants, or directors of the Company or its subsidiaries. The plan will
     remain in effect until terminated, however, no options will be granted
     after the tenth anniversary of the plan's adoption by the Board. The
     aggregate number of shares under option may not exceed 995,000 or ten
     percent of the outstanding shares of the Company, whichever is greater.

     On May 21, 2002, the Company granted 60,000 options with an exercise price
     of $1.38 per share to two employees of the Company. These options vest 40%
     immediately, an additional 40% on May 21, 2003 and an additional 20% on May
     21, 2004. All of the options expire on May 21, 2012.

     Information relating to these options is as follows:
          Stock Options Outstanding:        60,000
          Remaining Life:                   9 years, 8 months
          Value of Stock:                   $1.38
          Exercise Price:                   $1.38

     Pursuant to an employment agreement, on July 1, 2002, the Company granted
     an additional 600,000 options with an exercise price of $1.38 per share to
     one of the two employees of the Company receiving options on May 21, 2002.
     These options vest 25% immediately, and an additional 25% per year for the
     next three years. All of the options expire on May 21, 2012. As part of the
     employment agreement, the Company, in its sole discretion, may award up to
     100,000 additional stock options based on the Company achieving certain
     levels of net income during the term of the agreement.

     Information relating to these options is as follows:
          Stock Options Outstanding:        600,000
          Remaining Life:                   9 years, 9 months
          Value of Stock:                   $1.38
          Exercise Price:                   $1.38

     The Company has adopted only the disclosure provisions of Statement of
     Financial Accounting Standard ("SFAS") No. 123. It applies Accounting
     Principles Board ("APB") Opinion No. 25 and related interpretations in
     accounting for its plans and does not recognize compensation expense for
     its stock-based compensation plans other than for restricted stock and
     options issued to outside third parties.

     For purposes of computing the pro forma disclosures required by SFAS No.
     123, the fair value of each option granted is estimated using the
     Black-Scholes option-pricing model with the following assumptions: dividend
     yield 0%; expected volatility of 20%; risk-free interest rate of 3.75%; and
     expected life of 119 months. The fair value of each option computed under
     this method is $0.549.


                                       8
<PAGE>
                               IPEC HOLDINGS INC.
                        FORM 10-QSB - SEPTEMBER 30, 2002
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS


     If the Company had elected to recognize compensation expense based upon the
     fair value at the grant date for awards under these plans consistent with
     the methodology prescribed by SFAS 123, the Company's net income and basic
     income per share for the three and nine months ended September 30, 2002
     would be as follows:



                                    Three Months       Nine Months
                                       Ended              Ended
                                     September          September
                                      30, 2002          30, 2002
                                   --------------     -------------
        Net Income
          As Reported              $     446,355      $  1,031,274
          Proforma                 $     189,423      $    748,649

        Basic Income Per Share
          As Reported              $        0.04      $       0.10
          Proforma                 $        0.02      $       0.08


     The Black-Scholes option valuation model was developed for use in
     estimating the fair value of traded options that have no vesting
     restrictions and are fully transferable. The Company's stock options have
     characteristics significantly different from those of unrestricted traded
     options.

     The deemed exercise of the vested stock options has been included in the
     calculation of diluted earnings per share for the three and nine months
     ended September 30, 2002 based on the average market value per share during
     the period and the option exercise price per share.


NOTE 6 - INCOME TAXES

     The Company accounts for income taxes under the liability method which
     requires that deferred taxes be computed annually on an asset and liability
     basis and adjusted when new tax laws are enacted or new tax rates become
     effective.

     Prior to calendar year 2002, the Company has had an unused tax net
     operating loss ("NOL") carryforward and no current or deferred income tax
     liability was recorded in the balance sheet. During the second quarter of
     calendar year 2002, the Company achieved a level of profitability such that
     the NOL (for financial reporting purposes) is likely to be significantly
     diminished in the current calendar year. Accordingly, beginning in the
     second quarter, the Company began recording income taxes based on the
     anticipated effective tax rate for the calendar year.

     The components of the provision for income taxes were as follows:


                                       9
<PAGE>
                               IPEC HOLDINGS INC.
                        FORM 10-QSB - SEPTEMBER 30, 2002
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                              Three Months    Three Months   Nine Months    Nine Months
                                                  ended          ended          ended          ended
                                                September      September      September      September
                                                 30, 2002       30, 2001       30, 2002       30, 2001
                                             -----------------------------------------------------------
<S>                                          <C>              <C>            <C>            <C>
Federal Income Taxes
 Current provision                           $       -        $     -        $  130,200     $     -
 Deferred provision                               93,000            -           161,800           -
State and other income taxes
  Current provision                                  700            -             5,200           -
  Deferred provision                                 -              -               -             -
                                             ----------------------------------------------------------
Total                                        $    94,000      $     -        $  297,200     $     -
                                             ==========================================================
</TABLE>


     The deferred tax liability arises principally because of differences
     between tax and book depreciation methods and useful lives.

     The differences between the provision for income taxes and income taxes
     computed using the U.S. federal income tax rate were as follows:


<TABLE>
<CAPTION>
                                              Three Months    Three Months   Nine Months    Nine Months
                                                  ended          ended          ended          ended
                                                September      September      September      September
                                                 30, 2002       30, 2001       30, 2002       30, 2001
                                             -----------------------------------------------------------
<S>                                          <C>              <C>            <C>            <C>

Taxes at the statutory rate                  $    183,721     $     9,198    $   451,681    $  197,499
Increase (reduction) in taxes from:
  State and other income taxes,                       700                          5,200
  Use of Net Operating Loss Carryforwards         (90,421)         (9,198)      (159,681)     (197,499)
                                             ----------------------------------------------------------

Provision for income taxes                   $     94,000     $       -      $   297,200    $      -
                                             ==========================================================

</TABLE>

     In prior years, the Alabama Corporate Income tax was reduced substantially
     through use of NOL carryforwards for state tax return purposes, however, in
     late December 2001 the Alabama legislature suspended, for one year, the
     ability of all taxpayers to use NOL carryforwards. In light of the Alabama
     legislature's action with respect to calendar year 2001, the Company cannot
     provide any assurance that the Company's Alabama state NOL will be
     available in the current calendar year. Should the State of Alabama again
     suspend the availability of the use of NOL carryforwards in calendar year
     2002, the Company's reported income tax expense for the first nine months
     of the calendar year would increase by approximately $9,000.



                                       10

<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 nine months ended
September 30, 2002 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 AND NINE MONTHS ENDED SEPTEMBER 30, 2002

THREE MONTHS ENDED  SEPTEMBER  30.  Operating  income for the three months ended
September 30, 2002 increased  $456,243 (192.7%) from the comparable 2001 period.
Sales for 2002  increased  by $289,981  (8.4%),  while 2002  operating  expenses
decreased by $166,262  (5.2%).  Non-operating  expenses for the 2002 period also
decreased by $57,058  (27.2%).  This  resulted in 2002 income before taxes being
significantly higher than that of the previous year.

Costs of good  sold for 2002 was  lower  as a  percentage  of sales  (69.7%)  as
compared  to 2001  (78.0%)  due to  improvements  in  manufacturing  efficiency.
Additionally,  both selling expenses and general and administrative expenses for
2002 decreased by $65,222 (25.6%) and $18,544 (6.9%), respectively.

We accrued  $94,000  of income  taxes  during  the third  quarter of 2002 as our
unused tax net  operating  loss  carryforward  is likely to be  exhausted in the
current year. As a result,  net income for the three months ended  September 30,
2002 was $446,355,  as compared to $27,054 for the three months ended  September
30, 2001.

NINE MONTHS ENDED SEPTEMBER 30. During the nine months ended September 30, 2002,
we recorded net income of $1,031,274,  as compared to net income of $580,879 for
the comparable period of the previous year.

While 2002 sales decreased slightly by $225,336 (2.1%) for the nine-month period
from the previous year, cost of goods sold for the 2002 period was significantly
lower: $7,257,478 or 68.9% of sales, as compared to $8,329,688 or 77.4% of sales
for 2001, reflecting an improvement in manufacturing efficiency.


                                       11
<PAGE>

Selling  expenses  for the nine months  ended  September  30, 2002  increased by
$40,863 (7.5%) from the previous year due to the addition of a sales technician.

General and administrative expenses for the nine months ended September 30, 2002
increased by $249,938 (38.2%) from the previous year. Since we were not a public
company in 2001,  the increase is due primarily to costs of compliance  with the
reporting  requirements  of the  Securities  and Exchange  Commission  and other
expenses related to being a public company.

Non-operating  expenses  decreased by $191,522 (29.6%) for the nine months ended
September  30, 2002 as compared to the previous  year,  due primarily to reduced
interest expense.  Interest expenses  decreased  $190,081 (28.8%) as a result of
reduced interest rates

As a result,  income before taxes for 2002  increased by $747,595  (128.7%) over
2001. We recorded income taxes of $297,200 for 2002,  resulting in net income of
$1,031,274.

LIQUIDITY AND FINANCIAL CONDITION

At September 30, 2002, we had a working  capital  deficiency of  $2,382,440,  as
compared to a deficiency of $2,274,022 at December 31, 2001.

Our operations  provided cash of $1,542,438 for the nine months ended  September
30, 2002, as compared to $1,045,120 in the previous  year.  The increase in cash
was due primarily to increased net income.

During the nine months ended  September 30, 2002, we used  $1,649,873  primarily
for property,  plant, and equipment, as compared to $823,809 during the previous
year.  We  paid  down  our  bank  line of  credit  ($1,315,000),  capital  lease
obligations  ($109,894),  and amounts due to related parties  ($700,000),  while
borrowing an  additional  $955,000 on the line of credit and $365,772 from other
parties,  for a net use of $804,122 for  financing  activities.  During the 2001
fiscal year, $2,294 was used in financing  activities.  We borrowed  $1,813,208,
paid down $915,502, and repurchased preferred stock for $900,000.

PLAN OF OPERATIONS

Our primary  strategy is to increase our plastic  closure sales by  aggressively
increasing our 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  our  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.

                                       12

<PAGE>

We believe that we have in place substantially all of the infrastructure and
manufacturing capability required to support growth to the $25 million dollar
revenue level. We propose to increase IPEC's capacity in the next 2 to 3 years
by 80% to 3.6 billion closures at a marginal capital cost of $2.8 million for
tooling and molds. IPEC's two manufacturing plants are presently capable of
producing 2.6 billion closures annually. In 2001, IPEC produced and sold 925
million closures, which is a utilization rate of approximately 36% of production
capacity.

Maintaining IPEC's manufacturing readiness requires an ongoing financial
commitment for tooling, molds, and warehousing facilities. We propose the
following capital expenditures through 2004:

<TABLE>
<CAPTION>
      YEAR          DESCRIPTION                                              AMOUNT            TOTALS
      ----          -----------                                              ------            ------
<S>                 <C>                                                    <C>               <C>
      2003          Warehouse - Brewton facility........................   $  800,000
                    Machinery and equipment..............................     350,000
                    Molds................................................     400,000
                                                                           ----------
                    Total 2003...........................................                     1,550,000
      2004          Machinery and equipment..............................     350,000
                    Molds................................................     400,000
                                                                           ----------
                    Total 2004...........................................                       750,000
                                                                                             ----------
                    TOTAL................................................                    $2,300,000
                                                                                             ==========
</TABLE>

To provide the cash  necessary to support this growth plan through 2004, we will
require additional  financing.  Of this amount,  management intends to secure $1
million in equity with the balance in long-term  financing.  In addition,  it is
anticipated  that  we  will  restructure  all  short-term   borrowings   through
conversion to long-term debt to conserve cash and improve our current ratio.

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

We have recently evaluated our internal controls. As of November 13, 2002, there
were no  significant  corrective  actions  taken by us or other  changes made to
these internal  controls.  Our management does not believe there were changes in
other factors that could  significantly  affect these controls subsequent to the
date of the evaluation.


                                       13

<PAGE>
                            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)

                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)



                                       14

<PAGE>
              REGULATION
              S-B NUMBER                         EXHIBIT

                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:  November 13, 2002              By:  /s/ FREDERICK W. WAKELIN, JR.
                                         ---------------------------------------
                                            Frederick W. Wakelin, Jr.
                                            Chief Financial Officer



                                       15
<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:    November 14, 2002

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


                                       16

<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:    November 13, 2002

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



                                       17