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:  March 31, 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)

                                GOLDEN HOLE, INC.
         (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, 2002


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


<PAGE>


                               IPEC HOLDINGS, INC.
                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                  March 31, 2002        December 31,
                                                    (Unaudited)             2001
                                                 ---------------      ----------------
<S>                                              <C>                  <C>

                     Assets
 Cash                                             $     107,632        $   1,014,381
 Accounts Receivable, less reserves for               1,296,222              858,485
    bad debts of $157,881 and $140,273
    in 2002 and 2001
 Other Receivables                                       84,723              100,925
 Inventory                                            2,359,538            1,849,513
 Prepaid Expenses                                       118,504               36,288
                                                 ---------------      ----------------
                 Current Assets                       3,966,619            3,859,592
                                                 ---------------      ----------------

 Land                                                   119,374              110,036
 Buildings and Equipment                             14,157,147           14,005,019
 Construction In Progress                             1,713,907            1,273,512
 Accumulated Depreciation                            (5,041,693)          (4,720,668)
                                                 ---------------      ----------------
        Property, Plant & Equipment, Net             10,948,735           10,667,899
                                                 ---------------      ----------------

 Patents, less accumulated amortization of              320,199              320,771
    $58,179 and $55,791 in 2002 and 2001
 Other Assets                                             3,686                3,868
                                                 ---------------      ----------------
                  Other Assets                          323,885              324,639
                                                 ---------------      ----------------
                  Total Assets                    $  15,239,239        $  14,852,130
                                                 ===============      ================

      Liabilities and Shareholders' Equity

 Accounts Payable                                 $   1,147,805        $     778,662
 Accrued Liabilities                                    128,782               73,085
 Taxes Payable                                           12,369               25,055
 Accrued Interest                                         6,085                6,085
 Notes Payable - Current Portion                      3,004,118            2,990,727
 Bank Line Of Credit                                  1,895,362            2,260,000
                                                 ---------------      ----------------
               Current Liabilities                    6,194,521            6,133,614
                                                 ---------------      ----------------

 Capital Lease Obligation                               332,363              369,171
 Notes Payable - Long Term                            4,957,337            4,096,418
 Amounts Due to Related Parties                             -                700,000
                                                 ---------------      ----------------
              Long Term Liabilities                   5,289,700            5,165,589
                                                 ---------------      ----------------

 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 March 31, 2002
     and December 31, 2001, respectively
 Additional Paid In Capital                           4,149,694            4,125,177
 Retained (Deficit)                                    (404,649)            (581,740)
                                                 ---------------      ----------------
              Shareholders' Equity                    3,755,018            3,552,927
                                                 ---------------      ----------------
 Total Liabilities and Shareholders' Equity       $  15,239,239        $  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
                                                             Ended March       Ended March
                                                               31, 2002          31, 2001
                                                              (Unaudited)       (Unaudited)
                                                            --------------    --------------
<S>                                                         <C>               <C>

 Sales                                                      $   2,627,159     $   3,030,636
                                                            --------------    --------------

 Operating expenses
   Cost of goods sold                                           1,823,239         2,552,700
   Selling                                                        155,780           128,751
   General and administrative                                     325,033           185,752
                                                            --------------    --------------
       Operating expenses                                       2,304,052         2,867,203
                                                            --------------    --------------
 Operating income                                                 323,107           163,433
                                                            --------------    --------------

 Non-operating expense (income)
   Interest expense                                               147,427           226,260
   Other income                                                    (5,211)           (6,485)
                                                            --------------    --------------
       Non-operating expenses                                     142,216           219,775
                                                            --------------    --------------

 Income before taxes                                              180,891           (56,342)
 Income taxes                                                       3,800               -
                                                            --------------    --------------

 Net income                                                 $     177,091     $     (56,342)
                                                            ==============    ==============

 Average Shares of Common Stock - Basic                         9,498,851         8,295,890
                                                            ==============    ==============

 Average Shares of Common Stock - Diluted                       9,498,851         9,295,890
                                                            ==============    ==============

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

 Diluted Income (Loss) Per Share                            $        0.02     $       (0.01)
                                                           ===============  ===============
</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
                                                                      Ended March             Ended March
                                                                        31, 2002                31, 2001
                                                                       (Unaudited)             (Unaudited)
                                                                     --------------          --------------
<S>                                                                  <C>                     <C>
Cash Flows from Operating Activities
Net Income (Loss)                                                    $     177,091           $     (56,342)
Adjustments to reconcile net income to net cash provided by
operating activities
    Depreciation and amortization                                          323,413                 336,125
    Common stock issued for services                                        25,000                     -
    Capitalized interest                                                     8,000                   9,000
    Changes in Assets and Liabilities
      Accounts receivable                                                 (437,737)               (670,367)
      Other receivables                                                     16,202                  45,793
      Inventory                                                           (510,025)               (354,864)
      Prepaid Expenses                                                     (82,216)                    -
      Accounts payable                                                     369,143                 267,477
      Accrued liabilities                                                   55,697                 (23,366)
      Taxes payable                                                        (12,686)                  2,017
                                                                     --------------          --------------
Net cash provided by operating activities                                  (68,118)               (444,527)
                                                                     --------------          --------------

Cash Flows from Investing Activities
Purchases of property, plant and equpment                                 (609,861)               (361,710)
Investment in and development of patents                                    (1,634)                (57,066)
                                                                     --------------          --------------
Net cash used in investing activities                                     (611,495)               (418,776)
                                                                     --------------          --------------

Cash Flows from Financing Activities
(Repayments) of bank line of credit                                       (364,638)               (351,973)
(Reduction) of capital lease obligations                                   (36,808)               (363,668)
Increase in notes payable                                                  874,310               1,925,805
(Decrease) in amounts due to related parties                              (700,000)               (350,000)
                                                                     --------------          --------------
Net cash provided by financing activities                                 (227,136)                860,164
                                                                     --------------          --------------

Net Increase / (Decrease) in cash                                         (906,749)                 (3,139)
Cash - beginning of period                                               1,014,381                  11,649
                                                                     --------------          --------------
Cash - end of period                                                 $     107,632           $       8,510
                                                                     ==============          ==============

Cash paid for interest                                               $     147,427           $     226,260
                                                                     ==============          ==============
Cash paid for income taxes                                           $       4,945           $         -
                                                                     ==============          ==============

</TABLE>



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


                                       4
<PAGE>


                               IPEC HOLDINGS INC.
                          FORM 10-QSB - MARCH 31, 2002
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS

1.   INTERIM FINANCIAL STATEMENTS

     The accompanying unaudited, condensed, balance sheets as of December 31,
     2001 and March 31, 2002 and statements of operations and cash flows for the
     three month periods ended March 31, 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 March 31, 2002 include the accounts of IPEC
     Holdings Inc. and its wholly-owned subsidiary. Financial statements at
     December 31, 2001 and March 31, 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 month periods ended March 31, 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.


                                       5
<PAGE>

     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.

     The unaudited consolidated revenues, net loss and loss per share of IPEC
     Holdings Inc. for the three months ended March 31, 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 March 31, 2002 and December 31, 2001, inventories consisted of the
     following:

                                            March 31,         December
                                              2002            31, 2001
                                         -------------     -------------
         Raw materials and packaging      $   284,267       $   247,798
         Work in process                      346,406           316,475
         Finished goods                     2,128,865         1,785,241
         Reserves                            (400,000)         (500,000)
                                         -------------     -------------
         Total Inventories                $ 2,359,538       $ 1,849,513
                                         =============     =============

     Reserves shown above are for obsolescence and for lower of cost or market
     adjustments.

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.



                                       6
<PAGE>

NOTE 6 - SUBSEQUENT EVENT

     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.

     The shareholders also adopted a new 2002 Stock Option 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.














                                       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, 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 MONTHS ENDED MARCH 31, 2002

During the  three-month  period ended March 31, 2002,  we recorded net income of
$177,901,  as compared to a net loss of $56,342 for the comparable period of the
previous year.

While 2002 revenues  decreased by $403,477  (13.3%) from the previous  year, the
gross profit margin for the 2002 period was  significantly  higher:  $803,920 or
30.6% of sales,  as compared  to $477,936 or 15.8% of sales for 2001.  Our gross
margin improved because of a substantial drop in resin prices and an improvement
in manufacturing efficiency.

Selling  expenses  for the quarter  ended March 31,  2002  increased  by $27,029
(21.0%) from the previous year due to the addition of a sales technician.

General and  administrative  expenses  for the three months ended March 31, 2002
increased  by $139,281  (75.0%)  from the  previous  year.  Since IPEC was 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 $77,559 (35.3%) for the three months ended
March 31,  2002 as compared  to the  previous  year,  due  primarily  to reduced
interest  expense.  Interest  expenses  decreased $78,833 (34.8%) as a result of
reduced interest rates





                                       8

<PAGE>


LIQUIDITY AND FINANCIAL CONDITION

At March 31,  2002,  we had a  working  capital  deficiency  of  $2,227,902,  as
compared to a deficiency of $2,274,022 at December 31, 2001.

Our  operations  used cash of $68,118 for the three months ended March 31, 2002,
as  compared  to  $444,527  used in the  previous  year.  The  decrease  was due
primarily to  profitable  operations  for the quarter,  as well as a decrease in
accounts receivable  ($232,630) and increases in accounts payable ($101,666) and
accrued  liabilities  ($79,063).  These  changes more than offset an increase in
inventory of $155,161. During the quarter ended March 31, 2002, we used $611,495
primarily for property, plant, and equipment, as compared to $418,776 during the
previous  year. We paid down our bank line of credit  ($364,638),  capital lease
obligations  ($36,808),  and amounts due to related  parties  ($700,000),  while
borrowing  an  additional  $874,310,  for a net use of  $227,136  for  financing
activities.  During the  previous  year,  $860,164  was  provided  by  financing
activities in 2001. We borrowed $1,925,805 and paid down a total of $1,065,641.

In February  2002,  we borrowed  $1,150,000 to finance the  construction  of our
warehouse facility in New Castle,  Pennsylvania.  The loan is due in August 2017
and is  secured by all of our  business  assets  and a second  mortgage  on real
estate at the New Castle  location.  We are  required to maintain a debt service
coverage ratio of 1.2 to 1.

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.

Management believes that it has 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.



                                       9

<PAGE>


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

   YEAR     DESCRIPTION                                   AMOUNT     TOTALS
   ----     -----------                                   ------     ------
   2002     Warehouse - New Castle facility.......    $ 1,100,000
            Machinery and equipment...............        500,000
            Molds.................................        800,000
                                                      -----------
            Total 2002............................                  $ 2,400,000
   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.................................                  $ 4,700,000
                                                                    ===========

To provide the cash  necessary to support this growth plan through 2004, we will
require additional financing of $3.4 million. 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.



                                       10

<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

         In February  2002,  we issued 18,116 shares of common stock to Somerset
         Financial  Group in lieu of cash  compensation.  The shares were issued
         pursuant to the exemption from  registration  contained in Section 4(2)
         of the  Securities  Act of 1933 and  were  issued  with an  appropriate
         restrictive  legend.  No underwriters were used in connection with this
         transaction.

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        Articles of Incorporation, as amended (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)


                                       11

<PAGE>

           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)

           21.1        Subsidiaries of the registrant (3)
         --------------------
          (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
               registration statement on Form 10-SB, 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: The following reports on Form 8-K were
               filed during the period covered by this report:

               Form 8-K dated January 28, 2002    Reporting under Items 1, 2,
               filed January 28,2002              4, and 5 the closing of the
                                                  acquisition of International
                                                  Plastics and Equipment Corp
                                                  and change of certifying
                                                  accountant. Financial
                                                  statements of the acquired
                                                  company and pro forma
                                                  financial statements were
                                                  filed.

               Amendment No. 1 to Form 8-K        Filed to include the letter
               dated January 28, 2002 filed       from the former independent
               January 31, 2002                   accountant as an exhibit.


               Amendment No. 2 to Form 8-K        Filed to amend the disclosures
               dated January 28, 2002             made under Item 4.
               filed March 15, 2002

               Amendment No. 3 to Form 8-K        Filed to include the letter
               January 28, 2002 filed             from the independent
               March 18, 2002                     accountant as to the amended
                                                  disclosures in Item 4.



                                       12

<PAGE>


                                   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 8, 2002                   By:      /S/ FREDERICK W. WAKELIN, JR.
                                        ----------------------------------------
                                          Frederick W. Wakelin, Jr.
                                          Chief Financial Officer












                                       13