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

                                  FORM 10-QSB/A

                                 AMENDMENT NO. 1


(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
         For the quarterly period ended: June 30, 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.)


         NORTHGATE INDUSTRIAL PARK, 185 NORTHGATE CIRCLE, P.O. BOX 5311
                         NEW CASTLE, PENNSYLVANIA 16105

                    (Address of principal executive offices)

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


    RD #3, BOX 7-A, NORTHGATE INDUSTRIAL PARK, NEW CASTLE, PENNSYLVANIA 16105

              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes _X_ No ___

         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
                                  JUNE 30, 2003

    Transitional Small Business Disclosure Format (check one): Yes ___ No _X_


<PAGE>


                               IPEC HOLDINGS, INC.
                                 BALANCE SHEETS

                                                June 30, 2003 -
                                                  As Restated       December 31,
                                                  (Unaudited)          2002
                                                ---------------    -------------

                        Assets
Cash                                            $       18,290     $     84,661
Accounts Receivable, less reserves for               2,054,196          937,168
   bad debts of $205,000 and $157,881
   in 2003 and 2002
Other Receivables                                       76,452           48,977
Inventory                                            3,255,342        2,634,742
Prepaid Expenses                                       135,160            5,549
                                                ---------------    -------------
                     Current Assets                  5,539,440        3,711,097
                                                ---------------    -------------

Land                                                   119,374          119,374
Buildings and Equipment                             17,980,591       17,122,861
Construction In Progress                               789,544          406,307
Accumulated Depreciation                            (7,026,360)      (6,196,300)
                                                ---------------    -------------
           Property, Plant & Equipment, Net         11,863,149       11,452,242
                                                ---------------    -------------

Patents, less accumulated amortization of              292,120          299,395
   $87,554 and $78,702 in 2003 and 2002
Other Assets                                            91,324            9,173
                                                ---------------    -------------
               Other Assets                            383,444          308,568
                                                ---------------    -------------
               Total Assets                     $   17,786,033     $ 15,471,907
                                                ===============    =============



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

                                        2
<PAGE>

                               IPEC HOLDINGS, INC.
                                 BALANCE SHEETS




                                                  June 30, 2003 -
                                                   As Restated      December 31,
                                                   (Unaudited)          2002
                                                  --------------   -------------
         Liabilities and Shareholders' Equity

Accounts Payable                                  $   1,278,158    $     800,753
Accrued Liabilities                                     109,827          109,281
Taxes Payable                                            98,599           16,426
Accrued Interest                                         38,118           31,657
Notes Payable - Current Portion                       1,470,257        1,416,436
Bank Line Of Credit                                   4,880,000        2,550,000
Capital Lease Obligation - Current Portion              113,934          169,820
                                                  -------------    -------------
                Current Liabilities                   7,988,893        5,094,373
                                                  -------------    -------------

Capital Lease Obligation                                 51,783           74,642
Notes Payable - Long Term                             4,932,617        5,732,086
                                                  -------------    -------------
              Long Term Liabilities                   4,984,400        5,806,728
                                                  -------------    -------------

Deferred Income Taxes                                   109,000           69,000
                                                  -------------    -------------

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,
   9,972,912 shares issued and
   outstanding at June 30, 2003
   and December 31, 2002
Additional Paid In Capital                            4,376,894        4,376,894
Retained Earnings                                       316,873          114,939
                                                  -------------    -------------
               Shareholders' Equity                   4,703,740        4,501,806
                                                  -------------    -------------
Total Liabilities and Shareholders' Equity        $  17,786,033    $  15,471,907
                                                  =============    =============



     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        Six Months        Six Months
                                          Ended June 30,    Ended June 30,     Ended June 30,    Ended June 30,
                                              2003              2002               2003              2002
                                           (Unaudited)       (Unaudited)       (Unaudited)        (Unaudited)
                                          --------------    --------------     --------------    --------------
<S>                                       <C>               <C>                <C>               <C>
Sales                                     $   4,613,332     $   4,247,169      $   7,793,905     $   6,947,211
                                          --------------    --------------     --------------    --------------

Operating expenses
   Cost of goods sold                         3,213,350         2,907,035          5,689,414         4,803,157
   Selling                                      382,347           244,345            705,690           400,125
   General and administrative                   353,873           328,043            771,201           653,076
                                          --------------    --------------     --------------    --------------
       Operating expenses                     3,949,570         3,479,423          7,166,305         5,856,358
                                          --------------    --------------     --------------    --------------
Operating income                                663,762           767,746            627,600         1,090,853
                                          --------------    --------------     --------------    --------------

Non-operating expense (income)
   Interest expense                             149,660           164,174            300,846           311,601
   Other income                                  (2,383)           (3,656)            (3,680)           (8,867)
                                          --------------    --------------     --------------    --------------
       Non-operating expenses                   147,277           160,518            297,166           302,734
                                          --------------    --------------     --------------    --------------

Income before taxes                             516,485           607,228            330,434           788,119
Income taxes                                   (190,250)         (199,400)          (128,500)         (203,200)
                                          --------------    --------------     --------------    --------------

Net (loss) / income                       $     326,235     $     407,828      $     201,934     $     584,919
                                          ==============    ==============     ==============    ==============

Average Shares of Common Stock - Basic        9,972,912         9,972,912          9,972,912         9,901,307
                                          ==============    ==============     ==============    ==============

Average Shares of Common Stock - Diluted     10,407,492         9,972,912         10,425,158         9,901,307
                                          ==============    ==============     ==============    ==============

Basic Income (Loss) Per Share             $        0.03     $        0.04      $        0.02     $        0.06
                                          ==============    ==============     ==============    ==============

Diluted Income (Loss) Per Share           $        0.03     $        0.04      $        0.02     $        0.06
                                          ==============    ==============     ==============    ==============

</TABLE>


                      Reclassified for Comparative Purposes
    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       Six Months       Six Months
                                                     Ended June 30,     Ended June 30,     Ended June 30,   Ended June 30,
                                                          2003               2002               2003             2002
                                                      (Unaudited)        (Unaudited)        (Unaudited)      (Unaudited)
                                                    ---------------    ---------------    ---------------  ---------------
<S>                                                 <C>                <C>                <C>              <C>

Cash Flows from Operating Activities
Net Income (Loss)                                   $     326,235      $     407,828      $     201,934    $     584,919
Adjustments to reconcile net income to net cash
provided by operating activities
    Depreciation and amortization                         515,500            343,452            838,913          666,865
    Deferred taxes                                        100,000             68,500             40,000           68,500
    Common stock issued for services                          -                  -                  -             25,000
    Capitalized interest                                  (11,000)            (4,000)           (21,500)         (12,000)
    Changes in Assets and Liabilities
      Accounts receivable                                (500,938)          (509,876)        (1,117,028)        (947,613)
      Other receivables                                   (28,952)             7,933            (27,475)          24,135
      Inventory                                          (149,324)            33,844           (620,600)        (476,181)
      Prepaid Expenses                                     21,018             37,652           (129,611)         (44,564)
      Other Assets                                        (83,818)               -              (82,151)             -
      Accounts payable                                    (17,093)          (225,664)           477,405          143,479
      Accrued liabilities                                 (62,749)            69,388                546          125,085
      Taxes payable                                        90,250            131,100             82,173          118,414
      Accrued interest                                     (1,039)               -                6,461              -
                                                    --------------     --------------     --------------   --------------
Net cash provided / (used) by operating activities        198,090            360,157           (350,933)         276,039
                                                    --------------     --------------     --------------   --------------

Cash Flows from Investing Activities
Purchases of property, plant and equipment               (598,822)          (623,372)        (1,219,467)      (1,217,233)
Investment in and development of patents                   (1,131)            (2,038)            (1,578)          (3,672)
                                                    --------------     --------------     --------------   --------------
Net cash used in investing activities                    (599,953)          (625,410)        (1,221,045)      (1,220,905)
                                                    --------------     --------------     --------------   --------------
</TABLE>




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

                                        5
<PAGE>
                               IPEC HOLDINGS INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)


<TABLE>
<CAPTION>
                                                      Three Months       Three Months       Six Months       Six Months
                                                     Ended June 30,     Ended June 30,     Ended June 30,   Ended June 30,
                                                          2003               2002               2003             2002
                                                      (Unaudited)        (Unaudited)        (Unaudited)      (Unaudited)
                                                    ---------------    ---------------    ---------------  ---------------
<S>                                                 <C>                <C>                <C>              <C>
Cash Flows from Financing Activities
Borrowing on bank line of credit                         1,420,000            930,000          2,330,000         930,000
(Repayments) of bank line of credit                            -             (460,362)               -          (825,000)
(Reduction) of capital lease obligations                   (32,686)           (30,877)           (78,745)        (67,685)
Repayment of notes payable                                     -                  -             (370,408)            -
Increase in notes payable                                 (375,240)          (247,919)          (375,240)        626,391
(Decrease) in amounts due to related parties              (605,000)               -                  -          (700,000)
                                                    ---------------    ---------------    ---------------  --------------
Net cash provided / (used) by financing activities         407,074            190,842          1,505,607         (36,294)
                                                    ---------------    ---------------    ---------------  --------------

Net Increase / (Decrease) in cash                            5,211            (74,411)           (66,371)       (981,160)
Cash - beginning of period                                  13,079            107,632             84,661       1,014,381
                                                    ---------------    ---------------    ---------------  --------------
Cash - end of period                                $       18,290     $       33,221     $       18,290   $      33,221
                                                    ===============    ===============    ===============  ==============

Cash paid for interest                              $      150,699     $      164,174     $      294,385   $     311,601
                                                    ===============    ===============    ===============  ==============
Cash paid for income taxes                          $          -       $       11,341     $        6,327   $      16,286
                                                    ===============    ===============    ===============  ==============

</TABLE>


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

                                        6
<PAGE>


                               IPEC HOLDINGS INC.
                           FORM 10-QSB - JUNE 30, 2003
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS

1. INTERIM FINANCIAL STATEMENTS

     The accompanying  unaudited,  condensed,  balance sheets as of December 31,
     2002 and June 30, 2003 and  statements of operations and cash flows for the
     three and six month periods ended June 30, 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 June 30, 2003 and 2002 include the
     accounts of IPEC  Holdings  Inc. and its  wholly-owned  subsidiary.  In the
     opinion of management of the Company, all adjustments, consisting of normal
     recurring accruals considered necessary for a fair presentation,  have been
     included.  The results of  operations  for the three and six month  periods
     ended June 30, 2003 are not necessarily indicative of the operating results
     to be expected for the full fiscal year ending on December 31, 2003.

     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 June 30, 2003 and  December 31,  2002,  inventories  consisted of the
     following:

                                                                 December 31,
                                          June 30, 2003              2002
                                        -----------------      ----------------
     Raw materials and packaging        $       465,629        $      314,090
     Work in process                            292,858               325,814
     Finished goods                           3,076,855             2,454,838
     Reserve for obsolescence                  (580,000)             (460,000)
                                        -----------------      ----------------
     Total Inventories                  $      3,255,342       $    2,634,742
                                        =================      ================

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.


     The Company has a single  stock-based  compensation  plan: the Stock Option
     Plan. In accounting  for its  stock-based  compensation  plan,  the Company
     applies the intrinsic  value method  prescribed by APB No. 25,  "Accounting
     for Stock Issued to Employees."  Intrinsic value is the


                                        7
<PAGE>

                               IPEC HOLDINGS INC.
                           FORM 10-QSB - JUNE 30, 2003
                               NOTES TO UNAUDITED
                              FINANCIAL STATEMENTS


     amount  by which the  market  price of the  underlying  stock  exceeds  the
     exercise  price of the  stock  option  or award  on the  measurement  date,
     generally the date of grant. No stock-based  employee  compensation expense
     is reflected in net income,  as all options  granted under the plan have an
     exercise price equal to the market value of the underlying  common stock on
     the date of grant.  The pro forma net income and  earnings per share listed
     below  reflect  the impact of  measuring  compensation  expense for options
     granted in the three and six-month  periods ended June 30, 2003 and 2002 in
     accordance  with  the  fair-value-based  method  prescribed  by  SFAS  123,
     "Accounting  for  Stock-Based   Compensation"  and  amended  by  SFAS  148,
     "Accounting  for  Stock-Based  Compensation - Transition  and  Disclosure."
     These  amounts  may not be  representative  of future  years'  amounts,  as
     options vest over several years and additional awards may be made under the
     plan.


<TABLE>
<CAPTION>

                                       Three Months     Three Months      Six Months     Six Months
                                        Ended June       Ended June       Ended June     Ended June
                                         30, 2003         30, 2002         30, 2003       30, 2002

<S>                                   <C>              <C>              <C>             <C>
Net income as reported                $     326,235    $     407,828    $    201,934    $    584,919

Less: Compensation expense
determined under fair value
based method for all awards, net
of tax effects                              (27,985)         (56,674)        (10,616)        (10,616)
                                      ---------------  --------------   -------------   -------------

Pro forma net income                  $     298,250    $     351,154    $    191,318    $    574,303
                                      ===============  ==============   =============   =============

Pro forma - Basic and diluted
net income per share:
  As reported                         $        0.03    $        0.04    $       0.02    $       0.06
                                      ===============  ==============   =============   =============
  Pro forma                           $        0.03    $        0.04    $       0.02    $       0.06
                                      ===============  ==============   =============   =============

</TABLE>


NOTE 4 - RESTATEMENT OF FINANCIAL STATEMENTS



     The  financial  statements  as of  December  31, 2002 and for the year then
     ended have been  restated from those  previously  issued to account for the
     issuance of 200,000  common  stock  warrants in November  2002,  net of tax
     effects.  The  restatement  decreased  the net  income  for the year  ended
     December 31, 2002 by $148,200.  Accordingly,  the opening  balances for the
     financial statements at June 30, 2003 and for the three and six months then
     ended have been restated.



NOTE 5 - OTHER MATTERS


     In early April 2003,  the Company's  line of credit was increased from $3.5
     million to $5.5 million. A portion of the increased line of credit was used
     to repay a shareholder loan of $605,000.

                                        8
<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 six months ended
June 30,  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 AND SIX MONTHS ENDED JUNE 30, 2002


THREE MONTHS ENDED JUNE 30. Operating income for the three months ended June 30,
2003 decreased $103,984 (13.5%) from the comparable 2002 period.  Sales for 2003
increased by $366,163 (8.6%) while 2003 operating expenses increased by $470,147
(13.5%).  However, 2003 non-operating expenses decreased by $13,241 (8.3%). This
resulted in 2003 income  before taxes being  $90,743  (14.9%) lower than that of
the previous year.



Costs of good  sold for 2003 was  higher as a  percentage  of sales  (69.7%)  as
compared to 2002 (68.4%) due to the increased  price of the cost of resin during
2003 and the  consolidation  of customer  accounts has lowered our average sales
price. Also,  selling expenses and general and administrative  expenses for 2003
increased  $138,002  (56.5%) and $25,830 (7.9%),  respectively.  These increases
reflect the  addition of four new service  technicians  and one new  salesperson
during 2003. We also incurred costs associated with the conversion of customers'
blow mold neck tooling to  accommodate  our  closures.  Also,  with an increased
customer  base,  our  salespeople  and service  technicians  made more visits to
customers, thereby increasing travel and entertainment expenses.


We accrued  $190,250 of income  taxes in the second  quarter.  As a result,  net
income for the three  months  ended June 30,  2003 is  $326,235,  as compared to
$407,828 for the three months ended June 30, 2002.

SIX MONTHS ENDED JUNE 30. During the six months ended June 30, 2003, we recorded
net income of $201,934, as compared to net income of $584,919 for the comparable
period of the previous year.


While 2003 sales increased by $846,694 (12.2%) for the six-month period from the
previous year, cost of goods sold for the 2003 period was significantly  higher:
$5,689,414  or 73.0% of sales,  as compared to  $4,803,157 or 69.1% of sales for
2002.  The cost of resin,  the raw material  used to


                                        9
<PAGE>

manufacture  our  products,  increased  significantly,  as did  other  petroleum
products,  during  the first  quarter  of the  fiscal  year due to the  military
conflict in Iraq. We were not able to pass this  increased cost to our customers
during the first quarter. While the cost of resin dropped in the second quarter,
it was still higher than 2002 levels.  However,  we were able to pass on some of
the increased cost to our customers  during the second quarter,  but our average
sales  price has  decreased  as a result of the  consolidation  of our  customer
accounts.

Selling expenses for the six months ended June 30, 2003 increased by $305,565
(76.4%) from the previous year due to the addition of four new service
technicians and one new salesperson. We also incurred costs associated with the
conversion of customers' blow mold neck tooling to accommodate our closures.
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 six months  ended June 30,  2003
increased  by  $118,125   (18.1%)  from  the  previous  year.  The  increase  is
attributable to the growth of the company,  investment banking fees 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 six months of 2003, we paid  directors'  fees of $17,000
and fees to the investment banking firm of $30,000.

Non-operating  expenses  decreased  slightly by $5,568 (1.8%) for the six months
ended June 30, 2003 as compared to the previous year.

We accrued $128,500 of income taxes for the six months ended June 30, 2003. As a
result,  we had  pre-tax  income for 2003 of  $330,434,  as  compared to pre-tax
income of $584,919 for 2002.

LIQUIDITY AND FINANCIAL CONDITION

At June 30, 2003, we had a working capital deficiency of $2,449,453, as compared
to a deficiency of $1,383,276  at December 31, 2002,  due to increased  accounts
payable, taxes payable, and our bank line of credit.

Our operations  used cash of $350,933 for the six months ended June 30, 2003, as
compared to the previous year when our operations provided cash of $276,039. The
decrease in cash  provided by  operations  during 2003 was due  primarily to the
decrease in net income for during the six months ended June 30,  2003,  compared
to 2002, and increases in our accounts receivable,  inventory, prepaid expenses,
and other assets  (principally  receivables  from  equipment  sales  collectable
beyond one year).  The increases to accounts  receivable are primarily due to an
increase in our customer base and seasonal sales to some of our customers.

During the six months  ended June 30, 2003,  we used  $1,219,467  primarily  for
property,  plant, and equipment,  as compared to $1,217,233  during the previous
year.  In 2003,  we paid down  capital  lease  obligations  ($78,745)  and notes
payable ($370,408), while borrowing an additional $2,330,000 on our bank line of
credit, for net cash of $1,505,607 provided by financing  activities.  A portion
of

                                       10
<PAGE>

funds  borrowed on our line of credit were used to fund the creation of molds
for a new product line,  which have been included in  construction  in progress.
During the 2002 fiscal year, $36,294 was used in financing activities.  In 2002,
we borrowed  $930,000 on our line of credit and  increased  our notes payable by
$626,391. We also paid down $825,000 on our line or credit,  reduced amounts due
to related  parties by  $700,000,  and  reduced  capital  lease  obligations  by
$67,685.

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:

<TABLE>
<CAPTION>
        YEAR                 DESCRIPTION                                          AMOUNT             TOTALS
        ----                 -----------                                          ------             ------
        <S>                  <C>                                               <C>              <C>
        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
                                                                                                ===========
</TABLE>


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

                                       11
<PAGE>

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.

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.


                                       12
<PAGE>


ITEM 3.       DEFAULTS UPON SENIOR SECURITIES

              None.

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

              Our  annual  meeting  was  held  on  June  3,  2003.  Shareholders
              representing 8,367,807 shares were represented either in person or
              by  proxy.  At the  meeting  we  elected  our  board of  directors
              consisting of Joseph  Giordano,  Jr., Charles J. Long, Jr., Joseph
              M. Giordano,  Mel Grata, Donald L. Franty,  Terry L. Massaro,  and
              Joseph  J.  Prischak.  The  votes  for  all  of the  nominees  was
              8,367,807; there were no votes abstaining or against.

              Our shareholders  also ratified the selection of Baier & Williams,
              LLP as our  independent  auditing  firm for our fiscal year ending
              December 31, 2003 by a positive vote of  8,367,807;  there were no
              votes  abstaining or against.  See "Part II - Other  Information -
              Item 5. Other Information."

ITEM 5.       OTHER INFORMATION

              Effective July 25, 2003, Baier & Williams, LLP. ("Baier &
              Williams") resigned as the Company's independent accountant. Baier
              & Williams has informed the Company that it can no longer provide
              audit (or audit related) services to SEC registrants in as much as
              the firm has chosen not to register with the Public Company
              Accounting Oversight Board.

              During the two most recent fiscal years and the subsequent interim
              period, neither the Company nor anyone on its behalf consulted any
              other accountant regarding any of the matters identified in Item
              304(a)(2) of Regulation S-B.

              Baier & Williams audited our financial statements for the years
              ended December 31, 2002, 2001 and 2000. Baier & Williams' report
              for such periods did not contain an adverse opinion or a
              disclaimer of opinion, nor was the report qualified or modified as
              to uncertainty, audit scope or accounting principles.

              During the two most recent fiscal years and the subsequent interim
              period ending July 25, 2003, there were no disagreements with
              Baier & Williams on any matter of accounting principles or
              practices, financial statements disclosure, or auditing scope or
              procedure, which disagreements, if not resolved to the
              satisfaction of Baier & Williams, would have caused such firm to
              make reference to the subject matter of the disagreements in
              connection with its report on our financial statements. In
              addition, there were no such events as described under Item 304 of
              Regulation S-B during the Company's two most recent fiscal years
              and the subsequent interim period ending July 25, 2003.

              A letter from Baier & Williams  regarding this disclosure is filed
              as an exhibit to this report.

                                       13
<PAGE>

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
              (a)    Exhibits:


<CAPTION>
                  REGULATION
                  S-B NUMBER                                          EXHIBIT

                     <S>          <C>
                     2.1          Share Exchange Agreement between Golden Hole, Inc. and International Plastics
                                  and Equipment Corp. dated January 14, 2002 (1)<F1>
                     3.1          Restated Articles of Incorporation (2)<F2>
                     3.2          Bylaws (2)<F2>
                     4.1          Description of Series A Convertible Preferred Stock (3)<F3>
                     10.1         December 23, 1998 Loan Documents with First Western Bank (3)<F3>
                     10.2         January 13, 2000 Loan Documents with First Western Bank (3)<F3>
                     10.3         January 11, 2001 Loan Documents with Sky Bank (3)<F3>
                     10.4         February 25, 2002 Loan Documents with Sky Bank (3)<F3>
                     10.5         Series A Convertible Preferred Stock Purchase Agreement dated January 1, 2000
                                  (3)<F3>
                     10.6         Consulting Agreement dated January 1, 2000 with Sherwood LLC (3)<F3>
                     10.7         Payment and Severance Agreement and Guarantee dated January 2, 2001 (3)<F3>
                     10.8         Consulting Agreement dated January 1, 2001 with Sherwood LLC (3)<F3>
                     10.9         2002 Stock Option Plan (2)<F2>

                     16.1         Letter from Baier & Williams dated July 24, 2003 (4) <F4>

                     21.1         Subsidiaries of the registrant (3)<F3>


                     31.1         Rule 13a-14(a) Certification of Chief Executive Officer


                     31.2         Rule 13a-14(a) Certification of Chief Financial Officer


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


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

-----------
<FN>
<F1>
         (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.
<F2>
         (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.

                                       14
<PAGE>
<F3>
         (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.
<F4>

         (4)      Filed previously

</FN>
</TABLE>

              (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 14, 2003                  By:      /S/ SHAWN C. FABRY
                                             --------------------------------
                                                   Shawn C. Fabry
                                                   Chief Financial Officer



                                       15
<PAGE>