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

                                   FORM 10-QSB


(Mark One)

[X]      QUARTERLY  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 For the quarterly period ended: 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.)

    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)

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>
                 REFERENCE: REGULATION S-X - RULE 10-01 (A) (5)

               NOTE: FOOTNOTES TO FINANCIAL STATEMENTS HAVE BEEN
                SUBSTANTIALLY REDUCED IN RELIANCE ON ABOVE RULE


                                       2
<PAGE>


<TABLE>
                               IPEC HOLDINGS, INC.
                                 BALANCE SHEETS


<CAPTION>
                                                         June 30, 2003        December 31,
                                                          (Unaudited)            2002
                                                       ------------------  ------------------

<S>                                                    <C>                 <C>
                        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
                                                       ==================  ==================

</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       3
<PAGE>


<TABLE>
                               IPEC HOLDINGS, INC.
                                 BALANCE SHEETS
<CAPTION>


                                                         June 30, 2003        December 31,
                                                          (Unaudited)            2002
                                                       ------------------  ------------------
<S>                                                    <C>                 <C>
         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                                           188,000             148,000
                                                       ------------------  ------------------

 Preferred Stock, no par value, 1,000,000 shares
     authorized, no shares issued
 Common Stock, par value $0.001 per                                9,973               9,973
     share, 100,000,000 shares authorized,
     9,972,912 shares issued and
     outstanding at June 30, 2003
     and December 31, 2002
 Additional Paid In Capital                                    4,149,694           4,149,694
 Retained Earnings                                               465,073             263,139
                                                       ------------------  ------------------
                 Shareholders' Equity                          4,624,740           4,422,806
                                                       ------------------  ------------------
 Total Liabilities and Shareholders' Equity             $     17,786,033    $     15,471,907
                                                       ==================  ==================

</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                        4
<PAGE>



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

<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                                              $    4,573,317    $    4,163,131    $    7,725,919    $    6,790,290
                                                   ----------------  ----------------  ----------------  ----------------

 Operating expenses
   Cost of goods sold                                    3,173,335         2,822,997         5,621,428         4,646,236
   Selling                                                 382,347           244,345           705,690           400,125
   General and administrative                              353,873           328,043           771,201           653,076
                                                   ----------------  ----------------  ----------------  ----------------
       Operating expenses                                3,909,555         3,395,385         7,098,319         5,699,437
                                                   ----------------  ----------------  ----------------  ----------------
 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>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                        5


<PAGE>


<TABLE>
                               IPEC HOLDINGS INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
<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 these
                       consolidated financial statements.

                                        6
<PAGE>


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

<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 (Decrease) 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 these
                       consolidated financial statements.


                                        7
<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:

<TABLE>
<CAPTION>
                                                                                                      December 31,
                                                                      June 30, 2003                       2002
                                                                ---------------------------    ---------------------------
<S>                                                             <C>                            <C>
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
                                                                ===========================    ===========================
</TABLE>


NOTE 3 - COMMON STOCK

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

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

NOTE 4 - OTHER MATTERS

     In early April 2003, the Company's line of credit was increased from $3.5
     million to $5.5 million. All other terms and conditions of the line of
     credit remain the same. 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 three and 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 $410,186 (9.9%) while 2003 operating expenses increased by $514,170
(15.1%).  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  (68.4%)  as
compared to 2002 (67.8%) 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 $935,629 (13.8%) for the six-month period from the
previous year, cost of goods sold for the 2003 period was significantly  higher:
$5,621,428  or 72.8% of sales,  as compared to  $4,646,236 or 68.4% 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 increase in accounts  receivable  is 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>            <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

                                       11
<PAGE>

a planned equity  offering of $1.9 million,  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

              (a)    Exhibits:


<TABLE>
<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.
                     21.1         Subsidiaries of the registrant (3)<F3>
                     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

<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.
<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.
</FN>
</TABLE>

              (b)    Reports on Form 8-K:  None

                                       14
<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:  July 25, 2003                     By:/S/SHAWN C. FABRY
                                            --------------------------------
                                               Shawn C. Fabry
                                               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  or not 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:    July 25, 2003


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

                                       16
<PAGE>


I, Shawn C. Fabry, 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  or not 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:    July 25, 2003

                                         /S/SHAWN C. FABRY
                                         -----------------------------
                                         Shawn C. Fabry
                                         Chief Financial Officer


                                       17
<PAGE>