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

                                   FORM 10-KSB

(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      For the fiscal year ended December 31, 2001

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      For the transition period from                   to
                                    ------------------   --------------

                         Commission file number: 0-30721

                                GOLDEN HOLE, INC.
                 (Name of small business issuer in its charter)

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

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

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

       Securities registered under Section 12(b) of the Exchange Act: NONE

         Securities registered under Section 12(g) of the Exchange Act:

                         COMMON STOCK, $0.001 PAR VALUE
                                (Title of class)

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 [ ]

Check  if no  disclosure  of  delinquent  filers  in  response  to  Item  405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year:  $-0-

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days: $-0- AS OF FEBRUARY 20, 2002

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date:  9,954,796 SHARES OF COMMON STOCK AS
OF FEBRUARY 22, 2002

Transitional Small Business Disclosure Format (Check one):    Yes     ; No  X
                                                                 -----    -----
Exhibits listed in Item 13 are omitted.

<PAGE>


                           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.


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

BACKGROUND

         We were incorporated in the State of Nevada on December 11, 1985, under
the name  Nostromo  Construction  Corporation.  From  inception to June 1988, we
investigated  a mining  project.  After  determining  not to pursue  the  mining
project,  we were inactive until April 1998. On December 1, 1998, we changed our
name to Golden Hole, Inc. We filed a registration statement under the Securities
Exchange Act of 1934,  which  became  effective  July 29,  2000,  and then began
looking for a business opportunity.

         On January  28,  2002,  we acquired  all of the issued and  outstanding
capital  stock  of  International  Plastics  and  Equipment  Corp.  ("IPEC"),  a
Pennsylvania corporation, in exchange solely for approximately 95% of our common
stock in a reverse acquisition transaction.  Since all of our operations are now
conducted  through our wholly-owned  subsidiary,  IPEC, we propose to change our
name to IPEC  Holdings  Inc. at a special  shareholders'  meeting  scheduled for
April 4, 2002.

IPEC

         IPEC was founded as a Pennsylvania corporation in December 1994. During
the first year of its operations, IPEC was engaged principally in the design and
manufacturing and sale of capping  equipment for use by bottlers.  In 1996, IPEC
transitioned to becoming a manufacturer of  tamper-evident  caps. IPEC currently
manufactures 28mm and 38mm tamper evident plastic  closures.  These closures are
used in the bottling of non-carbonated beverages, including bottled water, milk,
fruit, and sport drinks. IPEC also designs and fabricates capping equipment.

         PRINCIPAL  PRODUCTS.  IPEC sells to two  primary  markets:  (1) bottled
water and juice market and (2) dairy market.  IPEC believes that it will benefit
from a shift  being  made from  metal  closures  and glass  bottling  to plastic
bottles and closures, which has resulted from the fact that plastics are cheaper
and offer greatly improved tamper protection.

<TABLE>

         IPEC manufactures the following products:
----------------------------------------------------------------------------------------------------------------------
<CAPTION>
PRODUCT                   USE                                                                          PERCENTAGE OF
                                                                                                        ALES VOLUME
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                                                         <C>
28mm sport                Primarily for water bottling on polyethylene  terephthalate (PET) bottles        15%
                          ranging in sizes from 8-ounce bottles to 1 and 2-liter bottles
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       2

<PAGE>

<TABLE>
----------------------------------------------------------------------------------------------------------------------
<CAPTION>
PRODUCT                   USE                                                                          PERCENTAGE OF
                                                                                                        ALES VOLUME
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                                                         <C>
28mm sport tri-lead       Primarily  for  water  bottling  on PET  bottles  ranging  in sizes  from    Included in
                          8-ounce bottles to 1 and 2-liter bottles                                    percentage for
                                                                                                        28mm sport
----------------------------------------------------------------------------------------------------------------------
28mm flat                 Primarily  for  water  bottling  on PET  bottles  ranging  in sizes  from        13%
                          8-ounce bottles to 1 and 2-liter bottles
----------------------------------------------------------------------------------------------------------------------
28mm flat tri-lead        Primarily  for  water  bottling  on PET  bottles  ranging  in sizes  from    Included in
                          8-ounce bottles to 1 and 2-liter bottles                                    percentage for
                                                                                                        28mm flat
----------------------------------------------------------------------------------------------------------------------
38 mm snap                High  density  polyethylene  (HDPE) and PET bottles  ranging from 8-ounce        32%
                          single serve as well as gallon and  half-gallon  containers,  used in the
                          water, juice, and dairy sectors
----------------------------------------------------------------------------------------------------------------------
38mm                      twist & pull HDPE and PET bottles ranging from 8-ounce
                          single serve as well as gallon 12% and half-gallon
                          containers, used in the water, juice, and dairy
                          sectors. This is the "sport" version of the 38mm snap
                          cap.
----------------------------------------------------------------------------------------------------------------------
38mm push pull            Made by  special  request  for a major  customer  who uses  this cap on a         4%
                          product which is an 8-ounce  decanter  style  bottle,  this is a modified
                          version of the 38mm twist & pull
----------------------------------------------------------------------------------------------------------------------
38mm snap screw           Used on HDPE bottles for gallon and  half-gallon  containers in the dairy        24%
                          sector.  May also be used on a single-serve dairy container.
----------------------------------------------------------------------------------------------------------------------
</TABLE>

         IPEC proposes to offer the following new products, which will adhere to
updated tampering guidelines and/or compete with a product being offered by an
IPEC competitor:

             o    38mm tail cap - Intended to be used with single-serve dairy
                  and gallon bottled water containers, this product is believed
                  to be lighter in weight than that of the competition.
             o    28mm flat and sport modified - Intended to replace the
                  existing 28mm closure, this product would improve certain
                  tamper evident attributes to meet standards that have been
                  established to qualify as having suction tamper evidency. This
                  means that the tamper evident band must break before the seal
                  on the bottle is broken
             o    28mm flat and sport tri-lead - These products are designed to
                  be used with the market's move to "light finish" bottles.
                  These bottles are lighter in weight, resulting in lower
                  bottling costs, and these closures are designed to also be
                  lighter in weigh and less costly.

         MANUFACTURING  AND RAW MATERIALS.  The  manufacturing  process consists
principally  of the  high-speed  injection  molding  of a given cap using a mold
specifically  engineered for that design.  Resin,  which is in the form of small
pebble-sized pellets, is drawn to a particular injection-molding machine through
the use of a vacuum delivery  system.  The resin is melted and introduced  along
with any coloring agent to the machine for forming.

         To assure a consistent quality of product,  the manufacturing  floor is
maintained  to  clean  room  standards  whereby  heating,  ventilation  and  air
conditioning   equipment  is  designed  to  preserve  a  relatively   dust-free,
thermostatically-controlled  environment,  as well  as  provide  maintenance  of
required manufacturing temperatures on each machine.

         IPEC's  quality  assurance  procedures  involve an optical  sensing for
dimensional   conformity  to  specification  and  a  physical  sampling  of  the
production  taken  every  two  hours of  operation  to test for  aesthetics  and
functionality.  If a sample should fail the test,  the run would be  quarantined
with a follow-up  corrective  action taken to modify any deficiency  noted. IPEC
performs  the  optical  sensing  using an optical  scanning  device  designed to
measure product conformity to preset dimensional standards.

         The cap production  process may involve any one of four different types
of resins that are readily available on the open market from multiple suppliers.
In  addition,  various  coloring  agents  may be mixed  with the  resins to



                                       3

<PAGE>

meet customer coloring  specifications.  IPEC procures  inventories of resin, as
well as packaging  materials,  on a "just in time  basis," with resin  inventory
levels being maintained on a 2-7 day usage basis and packaging  materials levels
on  an   approximate   7-day  level.   Resins  are  subject  to  periodic  price
fluctuations,   resulting  from  shortages  in  supply,  changes  in  prices  in
petrochemical  products, and other factors. IPEC's agreements with its customers
include cost  escalation  clauses to pass price  increases on to customers  that
could otherwise have a material adverse impact on IPEC.

         SRI Quality  Registrars  independently  assessed and certified  IPEC as
operating a quality  management system conforming to ISO 9002. The International
Organization  for  Standardization  (ISO)  is  a  non-governmental  organization
established in 1947, which has published  international  standards to facilitate
the exchange of goods and services.  The ISO 9000 family of standards represents
an international consensus on good management practices with the aim of ensuring
that the  organization  can  consistently  deliver  the  products  that meet the
client's quality  requirements.  The standards give organizations  guidelines on
what constitutes an effective quality management system and models against which
quality systems can be audited.

         DISTRIBUTION  METHODS.  IPEC has identified potential customers through
leads generated  internally,  and by reference from other customers,  suppliers,
and individuals  involved in the bottling and/or the caps and closures industry.
Once a serious lead is identified,  a member of senior management meets with the
potential customer.

         IPEC  has  also  used  brokers  and   manufacturers'   representatives.
Historically,  they have  accounted for 1% of all sales.  IPEC plans to increase
the number of brokers and  representative  organizations to accelerate leads and
sales generation.

         EQUIPMENT  DESIGN AND FABRICATION.  IPEC maintains a capping  equipment
design  and  fabrication  division  in its New  Castle  facility,  comprising  2
engineers and 5  technicians.  This  division  provides  technical  support when
converting customer equipment to accept IPEC products.

         COMPETITION.  IPEC  competes  on the  basis of price,  product  design,
product quality, customer service, and response time.

         In the water and juice market,  management  believes  that  large-scale
manufacturers,  such as Alcoa,  Crown  Cork & Seal,  and Owens  Illinois,  to be
IPEC's prime  competition,  with additional  competition from bottling companies
and other food and beverage  providers that elect to produce their own closures.
As   against   large-scale   manufacturers,   management   believes   that  IPEC
distinguishes  itself by providing  better  customer  service and response time,
while maintaining parity on price and quality.

         In the dairy  market,  IPEC's major  competitor  is Portola  Packaging,
Inc.,  a  multi-national  cap  producer,  with  annual  sales in  excess of $200
million. Management believes that IPEC competes favorably due to its proprietary
rights to variations  of the 38mm closure  being used in milk  packaging for the
gallon, half-gallon,  and single-serve containers, its customer service, product
quality, and competitive pricing.

         MAJOR CUSTOMERS.  IPEC's customers are located  primarily in the United
States.  Sales to customers in the United  States  comprised 91% and 87% in 2001
and 2000,  respectively.  Other customers are located  principally in Canada and
Ireland.  One  customer  accounted  for 28% of net sales in 2001.  One  customer
accounted for 16% of net sales in 2000.

         RESEARCH AND  DEVELOPMENT.  IPEC has a program of ongoing  research and
development that has led to significant  product  innovations.  By designing its
own products,  IPEC can insure  exclusivity while avoiding  excessive  licensing
costs.  Research and development expenses are charged to operations as incurred.
IPEC  estimates that it spent  approximately  $8,000 and $38,000 on research and
development activities in fiscal 2001 and 2000, respectively,  none of which was
borne directly by customers.


                                       4

<PAGE>

<TABLE>
         PATENTS, LICENSES AND TRADEMARKS.  IPEC owns the following patents:
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                                                                                     EXPIRATION       PATENT NUMBER
DESCRIPTION                                                         ISSUE DATE          DATE
----------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>                <C>
Tamper Evident Plastic Closure                                      01/31/1996       01/31/2013         5,487,481
----------------------------------------------------------------------------------------------------------------------
Tamper Evident Resealable Plastic Closure                           12/31/1996       12/31/2013         5,588,562
----------------------------------------------------------------------------------------------------------------------
Tamper Evident Push-Pull Closure with Pour Spout                    01/26/1999       07/24/2016         5,862,953
----------------------------------------------------------------------------------------------------------------------
Tamper Evident Closure with Push-Pull Pour Spout                    02/15/2000       09/11/2017         6,024,255
Continuation in part)
----------------------------------------------------------------------------------------------------------------------
Snap-On Screw Off Closure                                           05/09/2000       10/31/2017         6,059,134
----------------------------------------------------------------------------------------------------------------------
Tamper Evident Closure (Continuation in part)                       06/06/2000       10/09/2017         6,070,766
----------------------------------------------------------------------------------------------------------------------
Snap-On Tamper Evident Closure With Push-Pull Pour                  06/13/2000       11/15/2016         6,073,809
----------------------------------------------------------------------------------------------------------------------
Tamper Evident Closure (Continuation in part)                       06/13/2000       04/28/2018         6,073,810
----------------------------------------------------------------------------------------------------------------------
</TABLE>

         IPEC has an  additional 10 patent  submissions  pending for various new
designs, as well as improvements to existing closure designs. All patents listed
above are for rights protection in the United States.  However,  IPEC is also in
the process of applying for  international  patent  protection on several of its
patents.

         IPEC has also secured  licensing  arrangements  to produce other tamper
evident  caps not of its own design.  IPEC paid  license fees of $70,000 in 2000
and $80,000 in 2001.

         GOVERNMENT REGULATION. IPEC's products are subject to regulation by the
Food  and  Drug   Administration  and  other  agencies  with  jurisdiction  over
effectiveness of tamper-resistant devices and other closures for dairy and other
beverage  products.  A change in government  regulation could affect IPEC. There
can be assurance  that federal,  state,  or local  authorities  will not develop
protocols  in  the  future  that  could  materially  increase  IPEC's  costs  of
manufacturing certain of its products.

         ENVIRONMENTAL  MATTERS.  Federal,  state, local and foreign governments
could enact laws or regulations  concerning  environmental matters that increase
the cost of producing,  or otherwise  adversely  affect the demand for,  plastic
products.  Management  of IPEC is aware  that  certain  local  governments  have
adopted  ordinances  prohibiting or  restricting  the use or disposal of certain
plastic products that are among the types of products  produced by IPEC. If such
prohibitions   or  restrictions   were  widely  adopted,   such  regulatory  and
environmental  measures or a decline in consumer preference for plastic products
due to  environmental  considerations  could have a material adverse effect upon
IPEC and us. In addition,  certain of IPEC's  operations are subject to Federal,
state,  local  and  foreign  environmental  laws  and  regulations  that  impose
limitations on the discharge of pollutants  into the air and water and establish
standards for the treatment, storage and disposal of solid and hazardous wastes.
While IPEC has not been required historically, and does not currently expect, to
make  significant  capital  expenditures  in order  to  comply  with  applicable
environmental  laws and regulations,  IPEC cannot predict with any certainty its
future  capital  expenditure   requirements   because  of  continually  changing
compliance standards and environmental technology.  IPEC does not have insurance
coverage for  environmental  liabilities and does not anticipate  obtaining such
coverage in the future.

         EMPLOYEES. As of December 31, 2001, IPEC had 62 employees, all of which
were full-time. None of the employees is represented by any labor unions.


ITEM 2.  DESCRIPTION OF PROPERTY.

         Headquarters  for the  Company  and  IPEC,  as well as  IPEC's  primary
manufacturing  facility are located at Northgate  Industrial  Park,  New Castle,
Pennsylvania. In December 1997, it added a second manufacturing facility located
at 572 Industrial Parkway,  Brewton,  Alabama. The total square footage of these
facilities is approximately  75,000 square feet. IPEC is currently expanding its
New Castle facility to add approximately  35,000 square feet. The facilities are
mortgaged to a bank.



                                       5

<PAGE>
         IPEC's existing  facilities are capable of manufacturing  approximately
2.6 billion closures across the entire product line. For the year ended December
31, 2001, approximately 925 million closures were produced.

ITEM 3.  LEGAL PROCEEDINGS.

         None.


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

         None.









                                       6

<PAGE>


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

         Our common stock has not started to trade.

         As of February  22,  2002,  there were 71 record  holders of our common
stock.  Since our inception,  no cash dividends have been declared on our common
stock.

         As of January 28, 2002, we issued  9,489,796 shares of our common stock
to the  shareholders  of IPEC to  acquire  that  company.  We  relied  upon  the
exemption  from  registration  contained  in Rule 506 of  Regulation D under the
Securities  Act of  1933,  since  there  were  no more  than  35  non-accredited
investors involved in the transaction.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

                                    OVERVIEW

         Effective January 28, 2002, an arrangement was completed between Golden
Hole and IPEC,  whereby the  shareholders  of IPEC exchanged all of their common
shares for 9,489,796 shares of Golden Hole common stock.

         Following  the  acquisition  the  former  shareholders  of IPEC  held a
majority of Golden Hole's 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 using the purchase method whereby the assets
and  liabilities  of Golden Hole have been  recorded at their fair market values
and operating  results have been included in the financial  statements  from the
effective date of purchase.  The fair value of the net assets  acquired is equal
to their book values.

         Included in this report are the audited financial  statements of Golden
Hole,  Inc. as of and for the two years  ending  December 31, 2001 (prior to the
acquisition of IPEC), the audited financial statements of IPEC as of and for the
two years ending  December 31, 2001, and a pro forma combined  balance sheet and
statement of operations reflecting the acquisition of IPEC by Golden Hole.

         The discussion below focuses on the financial statements of IPEC, since
Golden Hole was inactive to the time of the IPEC acquisition.

RESULTS OF OPERATIONS

         IPEC  has  significantly  improved  its  performance  since  1999,  due
primarily to a comprehensive  process review and refinement in the third quarter
of 2000, which resulted in substantial  financial  savings from the efficiencies
gained.

         FISCAL YEARS ENDED  DECEMBER  31, 2001 AND 2000.  Sales for fiscal 2001
increased by $611,162 (5%). The gross profit margin increased slightly, from 20%
in 2000 to 21% in 2001,  while selling and general and  administrative  expenses
increased as a percentage of sales (14% in 2001 as compared to 13% in 2000). Net
operating income decreased by $9,130. However,  non-operating expenses decreased
by $21,171  (3%),  resulting in slightly  higher net income for 2001 ($79,365 in
2001 as compared to $77,824 in 2000).

         FISCAL YEARS ENDED  DECEMBER  31, 2000 AND 1999.  Sales for fiscal 2000
increased by $3,954,525 (47%). The gross profit margin essentially  remained the
same (20% in 2000 as  compared  to 21% in 1999),  while  selling,  general,  and
administrative expenses decreased as a percentage of sales for 2000 (13% in 2000
as compared to 17% in 1999).  This resulted in an increase of $566,780 (174%) in
net operating income and net income of $77,824 in 2000, as opposed to a net loss
of $402,575 in 1999.


                                       7
<PAGE>

         IPEC changed its method of  accounting  for  organization  and start-up
costs in 1999.  Previously,  IPEC had capitalized  these costs with amortization
over 5 years. The effect of the change resulted in a write-off $55,603 in 1999.

         Also in 1999,  IPEC changed its estimate for the useful life of certain
of its molding  equipment.  The  estimate for assets with a cost of $3.8 million
and accumulated depreciation of $739,000 at December 31, 1998 was changed from a
useful  life of 5 years to 8 years.  The  effect  was to  decrease  depreciation
expense and  increase  pre-tax  income in fiscal  1999 and 2000 by $240,000  and
$255,000, respectively.

LIQUIDITY AND CAPITAL RESOURCES

         DECEMBER 31, 2001 AND 2000.  At December  31, 2001,  IPEC had a working
capital  deficiency of $2,274,022,  as compared to a deficiency of $1,910,305 at
December  31,  2000.  While the bank line of credit  balance  was  decreased  at
December 31, 2001,  IPEC had a greater current portion of long-term debt. A note
in the principal  amount of  $1,900,000 is due July 1, 2002.  [DOES IPEC PLAN TO
RESTRUCTURE THIS NOTE?]

         Our  operations  provided cash of $1,671,251  for the 2001 fiscal year,
compared to $744,241  provided in the 2000 fiscal  year.  The  increase  was due
primarily  to a decrease  in  inventory  of  $888,668,  which more than offset a
decrease in accounts  payable of $541,842.  In fiscal 2001, IPEC used $1,165,099
primarily for property,  plant,  and  equipment,  as compared to $2,221,756  for
property,  plant,  and equipment and  development of patents.  Only $496,580 was
provided by financing  activities  in 2001,  as compared to  $1,479,082 in 2000.
IPEC sold common stock for  $1,295,244  and borrowed  $808,447 from the bank and
$350,000 from related  parties.  It used  $1,000,000  to repurchase  outstanding
preferred  stock and paid down its line of credit by  $810,973.  At December 31,
2001, the balance of the bank line of credit was $2,260,000.

         DECEMBER 31, 2000 AND 1999.  At December  31, 2000,  IPEC had a working
capital  deficiency  of  $1,910,305,  as compared a deficiency  of $1,360,118 at
December 31, 1999. The increase in current  assets of $1,135,004  only partially
offset the increase in current liabilities of $1,685,191.

         Our  operations  provided cash of $744,241 for the year ended  December
31, 2000 versus using $82,310 for the previous  fiscal period.  The increase was
due primarily to profitable  operations for 2000 and increased accounts payable.
IPEC used  $2,036,474 for property,  plant and equipment in 2000, as compared to
$3,082,120 in 1999, and $185,282 for the  development of its patents in 2000, as
compared to $58,926 in 1999. In 2000, cash was provided by the sale of preferred
stock,  borrowing  under a bank line of credit,  and other loans from a bank. In
1999,  cash was  provided  by the bank line of credit  and other  loans from the
bank, as well as borrowing from related parties.

PLAN OF OPERATION

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


                                       8

<PAGE>

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

  YEAR      DESCRIPTION                              AMOUNT         TOTALS
  ----      -----------                              ------         ------
  2002      Warehouse - New Castle facility       $ 1,100,000
            Machinery and equipment                   500,000
            Molds                                     800,000
                                                 -------------
            Total 2002                                            $ 2,400,000
  2003      Warehouse - Brewton facility              800,000
            Machinery and equipment                   350,000
            Molds                                     400,000
                                                 -------------
            Total 2003                                              1,550,000
  2004      Machinery and equipment                   350,000
            Molds                                     400,000
                                                 -------------
            Total 2004                                                750,000
                                                                 -------------
            TOTAL                                                $  4,700,000
                                                                 =============

         To provide the cash necessary to support this growth plan through 2004,
IPEC  will  require  additional  financing  of $3.4  million.  Of  this  amount,
management  intends to secure $1 million in equity with the balance in long-term
financing.  In  addition,  it is  anticipated  that  IPEC will  restructure  all
short-term  borrowings through conversion to long-term debt to conserve cash and
improve IPEC's current ratio.


ITEM 7.  FINANCIAL STATEMENTS.

         See pages beginning with page F-1.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         On January 28, 2002, the directors of the Company approved the election
of Baier & Williams,  LLP to audit the financial  statements for the fiscal year
ended December 31, 2001. The Company's  board of directors  recommended  Baier &
Williams,  LLP because that firm is the existing certifying accountant for IPEC,
which is now the accounting  survivor due to the  acquisition  described  above.
During the two most  recent  fiscal  years and the  subsequent  interim  period,
neither  the Company nor anyone on its behalf  consulted  Baier & Williams,  LLP
regarding the  application of accounting  principles to a specific  completed or
contemplated transaction, or the type of audit opinion that might be rendered on
the Company's financial statements.

         Andersen Andersen & Strong,  L.L.C. had audited the Company's financial
statements  for the fiscal year ended  December 31, 2000. The report of Andersen
Andersen & Strong,  L.L.C.  did not contain an adverse  opinion or disclaimer of
opinion and was not  modified as to  uncertainty,  audit  scope,  or  accounting
principles.  During the two most recent fiscal years and the subsequent  interim
period,  there were no disagreements with Andersen Andersen & Strong,  L.L.C. on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure,  or  auditing  scope or  procedure  which,  if not  resolved  to the
satisfaction of Andersen Andersen & Strong, L.L.C., would have caused it to make
reference  to the subject  matter of the  disagreement  in  connection  with its
report.


                                       9

<PAGE>


                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

Our executive officers and directors are:

   Joseph Giordano, Jr.               51       President and Director
   Charles J. Long, Jr.               40       Secretary, Treasurer and Director
   Frederick W. Wakelin, Jr.          59       Chief Financial Officer
   Joseph M. Giordano                 28       Director

         JOSEPH GIORDANO,  JR. Mr. Giordano has been the President of IPEC since
December  1994.  Mr.  Giordano  has also been the  Chief  Executive  Officer  of
Giordano Construction Company, Inc. ("Giordano Construction") since 1998 and was
the  President  of  Giordano  Construction  from  1973  through  1998.  Giordano
Construction  provides general,  commercial,  industrial and  telecommunications
construction  services.  Since January 2000,  Mr.  Giordano has been a principal
shareholder and director of Everclear Communications,  LLC (Walton, Kentucky), a
telecommunication  construction services company.  Joseph Giordano,  Jr., is the
father of Joseph M. Giordano.

         CHARLES J. LONG,  JR. Mr.  Long has been the  corporate  Secretary  and
Treasurer  of IPEC since 1994.  Mr. Long has also been the  President of E. Long
Holdings  (New Castle,  Pennsylvania)  since 1984. E. Long Holdings is a private
company that provides  paving  construction  services.  Since 1990, Mr. Long has
been the President of Hackers Inc.  (Volant,  Pennsylvania),  a private  company
that owns and manages a golf course facility.

         FREDERICK W. WAKELIN, JR. Mr. Wakelin has served as the Chief Financial
Officer of IPEC since January  2000.  He is a graduate of the Wharton  School of
Finance with a Bachelor of Science  degree in Economics  and a major in Finance.
He began his career with the Ford Motor Company, Dearborn Michigan, in 1964 as a
financial analyst.  From 1966 to 1980, he worked for Black & Decker Corporation,
Towson, Maryland, first as a financial analyst, then a divisional controller and
finally a group controller.  As a group controller, he had reporting and control
responsibilities  for divisions in the United States,  Mexico, and Canada.  From
1980 to 1983,  he served as a controller  for Dolphin  Publishing  Co.,  Madeira
Beach,  Florida, and from 1983 to 1985, he was a controller for BTU Engineering,
a manufacturer of processing  equipment for semi-conductor  chip  manufacturers,
located in  Billerica,  Massachusetts.  From 1985 to 1990,  Mr.  Wakelin was the
chief financial officer for Norbev, a beverage  manufacturing company located in
Salem, Massachusetts. He became the president of that company in 1990 and served
in that capacity until its sale in 1999.

         JOSEPH M.  GIORDANO.  Mr.  Giordano has been the President of Everclear
Communications,  LLC  since  January  2000.  Since  1991 Mr.  Giordano  has been
employed by Giordano Construction. Mr. Giordano was a Jobsite Superintendent for
Giordano Construction Company from 1991 to 1994. From 1994 to 1998, Mr. Giordano
served as the Vice President of Operations and since 1998 Mr.  Giordano has been
the President of Giordano Construction.  Joseph M. Giordano is the son of Joseph
Giordano, Jr.

CONFLICTS OF INTEREST

         Members of our management are associated with other firms involved in a
range  of  business  activities.  Consequently,  there  are  potential  inherent
conflicts of interest in their acting as officers and  directors of our company.
Insofar as the officers and directors are engaged in other business  activities,
we  anticipate  they will  devote  only a minor  amount  of time to those  other
business activities.

         Our  officers  and  directors  are  now and  may in the  future  become
shareholders,  officers or directors of other companies, which may be formed for
the  purpose of  engaging in  business  activities  similar to us.  Accordingly,
additional  direct conflicts of interest may arise in the future with respect to
such individuals acting on behalf of us or other entities. Moreover,  additional
conflicts of  interest may arise with respect to opportunities which come to the

                                       10

<PAGE>

attention  of such  individuals in the performance of their duties or otherwise.
Currently, we  do not  have a right of first refusal pertaining to opportunities
that come to their attention and may relate to our business operations.

         Our  officers  and  directors  are, so long as they are our officers or
directors, subject to the restriction that all opportunities contemplated by our
plan of operation  which come to their  attention,  either in the performance of
their duties or in any other manner, will be considered opportunities of, and be
made available to us and the companies that they are affiliated with on an equal
basis. A breach of this  requirement will be a breach of the fiduciary duties of
the officer or  director.  If we or the  companies  with which the  officers and
directors are affiliated both desire to take advantage of an  opportunity,  then
said officers and directors  would abstain from  negotiating and voting upon the
opportunity.  However,  all directors may still  individually  take advantage of
opportunities  if we should decline to do so. Except as set forth above, we have
not  adopted  any  other  conflict  of  interest  policy  with  respect  to such
transactions.

         We  do  not  have  any  standing  audit,  nominating,  or  compensation
committees of our board of directors.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         During the fiscal year ended  December  31,  2001,  Gregory F.  Martini
failed to timely file a Form 3 Initial  Statement  of  Beneficial  Ownership  of
Securities.  The Form 3, which was due August 8, 2002,  was filed on January 22,
2002.


ITEM 10. EXECUTIVE COMPENSATION.

         The following table sets forth information the remuneration of our
chief executive officers for the last three completed fiscal years.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------------------------
                                   ANNUAL COMPENSATION                    LONG TERM COMPENSATION
                                                                            AWARDS             PAYOUTS
                                                         OTHER     RESTRICTED   SECURITIES
   NAME AND                                              ANNUAL        STOCK     UNDERLYING      LTIP      ALL OTHER
   PRINCIPAL                                           COMPENSA-     AWARD(S)    OPTIONS/      PAYOUTS     COMPENSA-
   POSITION          YEAR     SALARY ($)   BONUS ($)   TION ($)        ($)       SARS (#)        ($)        TION ($)
----------------------------------------------------------------------------------------------------------------------
<S>                  <C>        <C>          <C>          <C>          <C>          <C>          <C>          <C>
   Gregory F.        2001       -0-          -0-          -0-          -0-          -0-          -0-          -0-
   Martini (1)<F1>   2000       -0-          -0-          -0-          -0-          -0-          -0-          -0-
----------------------------------------------------------------------------------------------------------------------
 Robert Blakely      2000       -0-          -0-          -0-          -0-          -0-          -0-          -0-
       (2)<F2>       1999       -0-          -0-          -0-          -0-          -0-          -0-          -0-
----------------------------------------------------------------------------------------------------------------------
<FN>
(1)<F1>  Mr. Martini was the President from February 15, 2000 to January 28, 2002.
(2)<F2>      Mr. Blakely was the President from May 1986 to February 15, 2000.
</FN>
</TABLE>

         We have not granted any stock options or stock appreciation rights.

         We  reimburse  our  officers  and  directors  for  reasonable  expenses
incurred during the course of their performance.

STOCK OPTION PLANS

         On January 28, 2002, our directors  approved and  recommended  that our
shareholders  adopt a 2002  Stock  Option  Plan  under  which a total of 995,000
shares are reserved  initially for grant to provide  incentive  compensation  to
officers and key  employees.  The number of shares  available  for grant adjusts
quarterly,  commencing  on the first day of the next fiscal  quarter to a number
equal to 10% of the  number  of  shares  outstanding  on last day of the  fiscal
quarter just completed.

         The board of directors  administers the Stock Option Plan.  Options may
be granted for up to 10 years at not less than the fair market value at the time
of grant, except that the term may not exceed five years and the price must

                                       11

<PAGE>

be 110% of fair  market value for  any person who at the time of grant owns more
than 10% of  the total voting  power of  the Company.  At the time of grant, the
board of directors may specify the period or  periods of time  within which each
Option or portion thereof will first become exercisable or vest.  The  Plan will
remain in effect  until  the board of  directors  terminates it, except  that no
incentive  stock option, as defined in Section 422 of the Internal Revenue Code,
may be granted after January 28, 2012.

         Options may be  exercised  by payment of the option  price (i) in cash,
(ii) by tender of shares of Company  common stock which have a fair market value
equal to the option price, or (iii) by such other  consideration as the board of
directors may approve at the time the option is granted.

         No options have been granted under this Plan.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The following table provides certain information as to the officers and
directors  individually  and as a group,  and the holders of more than 5% of the
Common Stock of the Company, as of February 22, 2002:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------

 NAME AND ADDRESS OF BENEFICIAL OWNER (1)<F1>            AMOUNT AND NATURE           PERCENT OF CLASS (2)<F2>
                                                      OF BENEFICIAL OWNERSHIP
-------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                             <C>
Joseph Giordano, Jr.                                         4,147,946                       41.7%
RD #1, Box 610
New Wilmington, PA 13142
-------------------------------------------------------------------------------------------------------------
Charles J. Long, Jr.                                         4,147,946                       41.7%
RD #4, Box 62-A
New Castle, PA 16101
-------------------------------------------------------------------------------------------------------------
Joseph M. Giordano                                              92,179                        0.9%
10610 Laurin Court
Union, KY 41091
-------------------------------------------------------------------------------------------------------------
Frederick W. Wakelin, Jr.                                       23,043                        0.2%
3260 Hamlet Drive #3
Naples, FL 34105

-------------------------------------------------------------------------------------------------------------
All officers and directors as a group (4 persons)            8,411,114                       84.5%
-------------------------------------------------------------------------------------------------------------
<FN>
(1)<F1>  To  our knowledge, except as  set forth in  the footnotes to this table
         and subject to applicable  community property  laws, each  person named
         in  the table has  sole voting and investment power with respect to the
         shares set forth opposite such person's name.

(2)<F2>  This  table is based on 9,954,796 shares of Common Stock outstanding as
         of February 22, 2002.
</FN>
</TABLE>

         Messrs.  Giordano,  Jr. and Long may be deemed to be  "parents"  of our
company  within the meaning of the rules and  regulations  of the Securities and
Exchange Commission.

CHANGES IN CONTROL

         There are no agreements known to management that may result in a change
of control of our company.


                                       12
<PAGE>



ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Other than as disclosed below, none of our present directors,  officers
or principal shareholders,  nor any family member of the foregoing,  nor, to the
best of our information and belief, any of our former directors, senior officers
or  principal  shareholders,  nor any family  member of such  former  directors,
officers or principal shareholders,  has or had any material interest, direct or
indirect,  in  any  transaction,  or  in  any  proposed  transaction  which  has
materially affected or will materially affect us.

         In January  2000,  IPEC sold  1,000,000  shares of preferred  stock for
$1,000,000  to Sherwood  LLC. On March 28, 2001,  IPEC entered into an agreement
with  Sherwood to  repurchase  the shares for  $1,000,000.  The  repurchase  was
completed in 2001. The repurchase agreement contained a provision for a one-time
additional  payment if IPEC's capital  structure should change as a result of an
infusion  of  additional  equity.  IPEC's  sale of common  stock in 2001did  not
trigger the one-time additional payment. In addition,  IPEC had an agreement for
Sherwood to provide consulting services for $75,000 annually. That agreement was
modified effective as of January 1, 2001 to reduce the consulting fee to $50,000
annually.  In 2002, Mr. Wakelin, one of the partners of Sherwood,  became IPEC's
chief financial officer.  At that time, the consulting  contract was modified to
provide  that so long as one of the  partners  of Sherwood  continues  to act on
behalf  of IPEC in a  financial  role,  no  consulting  payments  would be made.
Approximately  $50,000 and $60,400 were paid under this consulting  agreement in
2000 and 2001, respectively.

         IPEC fabricates certain products for Giordano Construction Co., Inc., a
company owned and controlled by Joseph Giordano,  Jr., and Giordano Construction
Co., Inc. provides building and construction  services for IPEC. During 2000 and
2001, IPEC sold $154,919 and $51,667 of products to Giordano  Construction  Co.,
Inc.  and  IPEC   purchased   $8,807  and  $11,735  of  services  from  Giordano
Construction Co., Inc.

         IPEC leases equipment from L&G Leasing, a limited partnership owned and
controlled  by Joseph  Giordano,  Jr. and Charles J. Long,  Jr.  During 2000 and
2001, IPEC paid $59,630 and $59,900 to L&G Leasing for its equipment leases.

         Joseph Giordano, Jr. and Charles J. Long, Jr., officers, directors, and
the former principal  shareholders of IPEC have loaned sums to IPEC from time to
time. At December 31, 2001, IPEC owed Mr. Giordano $700,000, and at December 31,
2000, IPEC owed Mr. Giordano $350,000.

         Joseph  Giordano,   Jr.  and  Charles  J.  Long,  Jr.  have  personally
guaranteed  all of the debt owed to Sky Bank,  formerly  First  Western Bank. At
December 31, 2000 and 2001, $6,278,698 and $7,087,145,  respectively,  were owed
under various long-term notes. In addition,  IPEC owed $3,071,000 and $2,260,000
at December 31, 2000 and 2001,  respectively,  under its line of credit with the
bank.  Messrs.  Giordano and Long agreed to subordinate  amounts owed to them by
IPEC to the bank's interest.

         We believe  that all of the  transactions  were made or entered into on
terms that were no less favorable to us than those that could have been obtained
from an unaffiliated third party.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

<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          Articles of Incorporation, as amended (2)<F2>
---------------------------------------------------------------------------------------------------------------------
       3.2          Bylaws (2)<F2>
---------------------------------------------------------------------------------------------------------------------
       4.1          Description of Series A Convertible Preferred Stock (3)<F3>
---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       13

<PAGE>


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
    REGULATION
    S-B NUMBER                                                   EXHIBIT
---------------------------------------------------------------------------------------------------------------------
<S>                 <C>
       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>
---------------------------------------------------------------------------------------------------------------------
       16.1         Letter from Andersen Andersen & Strong, L.L.C. (1)<F1>
---------------------------------------------------------------------------------------------------------------------
       21.1         Subsidiaries of the registrant (3)<F3>
---------------------------------------------------------------------------------------------------------------------

---------------
<FN>
(1)<F1>  Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K dated January 28, 2002, file number 0-30721.
(2)<F2>  Incorporated by reference to the exhibits to the registrant's
         registration statement on Form 10-SB, file number 0-30721.
(3)<F3>  To be filed by amendment.
</FN>
</TABLE>

Reports on Form 8-K:  None.


                                       14
<PAGE>




                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                      GOLDEN HOLE, INC.



Date:    April 1, 2002                By:   /s/ Joseph Giordano, Jr.
       --------------------              ---------------------------------------
                                            Joseph Giordano, Jr., President


         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the dates indicated.

<TABLE>
<CAPTION>
           SIGNATURE                             TITLE                                 DATE

<S>                                   <C>                                    <C>

                                      President and Director
/s/ Joseph Giordano, Jr.              (Principal Executive Officer)              April 1, 2002
----------------------------------                                           -------------------------
Joseph Giordano, Jr.


/s/ Charles J. Long, Jr.              Secretary, Treasurer and Director          April 1, 2002
----------------------------------                                           -------------------------
Charles J. Long, Jr.


                                      Chief Financial Officer (Principal
/s/ Frederick W. Wakelin, Jr.         Financial and Accounting Officer)          April 1, 2002
----------------------------------                                           -------------------------
Frederick W. Wakelin, Jr.


/s/ Joseph M. Giordano                 Director                                  April 1, 2002
----------------------------------                                           -------------------------
Joseph M. Giordano


</TABLE>



                                       15
<PAGE>


                                GOLDEN HOLE, INC.
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                TABLE OF CONTENTS


<S>                                                                               <C>

                                                                                   PAGE(S)

Report Of Independent Accountant                                                     F-2

Balance Sheets - December 31, 2001 and 2000                                          F-3

Statements Of Operations -Twelve Months Ended December 31, 2001 and 2000             F-4

Statements Of Cash Flows - Twelve Months Ended December 31, 2001 and 2000            F-5

Statement of Shareholders' Equity - December 31, 2001 and 2000                       F-6

Notes To Financial Statements - December 31, 2001 and 2000                        F-7 - F-17

</TABLE>



                                      F-1

<PAGE>


                                         1169 Pittsford - Victor Road, Suite 125
                                                 Rochester, New York 14534
BAIER & WILLIAMS, LLP                                  (585) 385-0530
================================================================================
Certified Public Accountants o Business and Financial Advisory Services


         To the Board of Directors of Golden Hole, Inc.

         We have audited the accompanying balance sheets of Golden Hole, Inc. at
         December 31, 2001 and December 31, 2000, and the related statements of
         operations, shareholders' equity, and cash flows for the years then
         ended. These financial statements are the responsibility of the
         Company's management. Our responsibility is to express an opinion on
         these financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
         accepted in the United States of America. Those standards require that
         we plan and perform the audit to obtain reasonable assurance about
         whether the financial statements are free of material misstatement. An
         audit includes examining, on a test basis, evidence supporting the
         amounts and disclosures in the financial statements. An audit also
         includes assessing the accounting principles used and significant
         estimates made by management as well as evaluating the overall balance
         sheet presentation. We believe that our audits provide a reasonable
         basis for our opinion.

         In our opinion, the financial statements referred to above present
         fairly, in all material respects, the financial position of Golden
         Hole, Inc. at December 31, 2001 and December 31, 2000, and the results
         of operations, and cash flows for the years then ended in conformity
         with accounting principles generally accepted in the United States of
         America.



         /S/ BAIER & Williams, LLP.

         Rochester, New York
         March 20, 2002

                                      F-2

<PAGE>

                                GOLDEN HOLE, INC.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                             DECEMBER 31,
                                                                       2001                 2000
                                                                       ----                 ----
<S>                                                              <C>                  <C>

                                ASSETS


Account receivable                                                $        6,496       $         -
                                                                 ----------------     ---------------

                            Current Assets                                 6,496                 -
                                                                 ----------------     ---------------

                                                                                            $
                             TOTAL ASSETS                         $        6,496                 -
                                                                 ================     ===============

                 LIABILITIES AND SHAREHOLDERS' EQUITY

Accounts payable and accrued liabilities                          $        6,496       $       1,600
Amounts due to shareholders                                                  -                15,673
                                                                 ----------------     ---------------
                         Current Liabilities                               6,496              17,273
                                                                 ----------------     ---------------

Common stock:                                                                465                 465
  100,000,000 shares authorized, $0.001 par
  value; 465,000 shares issued and outstanding
  on December 31, 2001 and 2000
Capital in excess of par value                                            58,377              33,535
Retained Deficit                                                         (58,842)            (51,273)
                                                                 ----------------     ---------------
                                                                             -               (17,273)
                                                                 ----------------     ---------------

              TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $        6,496       $         -
                                                                 ================     ===============

</TABLE>

                See accompanying notes to financial statements.


                                      F-3
<PAGE>


                                GOLDEN HOLE, INC.
                            STATEMENTS OF OPERATIONS


                                              YEAR ENDED DECEMBER 31,
                                            2001                 2000
                                            ----                 ----

Revenue                               $          -           $         -
                                     ----------------       ---------------

Expenses
  General and adminstrative                    1,191                15,673
  Legal and professional                      12,875                   -
                                     ----------------       ---------------
                                              14,065                15,673
                                     ----------------       ---------------

Other Income
  Recoverable pre-merger expenses              6,496                   -
                                     ----------------       ---------------

Net (Loss)                            $       (7,569)        $     (15,673)
                                     ================       ===============

Average shares outstanding                   465,000               465,000
                                     ================       ===============

Basic (Loss) per share                $        (0.02)        $       (0.03)
                                     ================       ===============






                See accompanying notes to financial statements.

                                      F-4
<PAGE>


                                GOLDEN HOLE, INC.
                            STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31,
                                                                       2001                 2000
                                                                       ----                 ----
<S>                                                              <C>                  <C>

Net Loss                                                          $      (7,569)       $    (15,673)
Add (Deduct)
  Change in account receivable                                           (6,496)                -
  Changes in accounts payable and accrued liabilities                     4,896                 -
  Changes in amounts due to shareholders, net of                          9,169              15,673
      amount recapitalized as paid in capital
                                                                 ---------------      --------------
                         Cash from Operations                               -                   -
                                                                 ---------------      --------------

                        Cash from Investments                               -                   -
                                                                 ---------------      --------------

                         Cash from Financing                                -                   -
                                                                 ---------------      --------------

Net change in cash                                                          -                   -
Cash - beginning of period                                                  -                   -
                                                                 ---------------      --------------

Cash - end of period                                              $         -          $        -
                                                                 ===============      ==============

Cash paid for interest                                            $         -          $        -
                                                                 ===============      ==============

Cash paid for income taxes                                        $         -          $        -
                                                                 ===============      ==============
</TABLE>


                See accompanying notes to financial statements.

                                      F-5
<PAGE>

                                GOLDEN HOLE, INC.
                        STATEMENT OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

<TABLE>
<CAPTION>
                                                                              Common                       Retained
                                                               No. Shares      Stock    Paid In Capital     Decicit         Total
                                                              ----------------------------------------------------------------------
<S>                                                           <C>            <C>        <C>               <C>            <C>
Balance January 1, 2000                                          465,000     $    465   $       33,535    $  (35,600)    $   (1,600)

Net Loss - year ended December 31, 2000                                                                      (15,673)       (15,673)
                                                              ----------------------------------------------------------------------
Balance December 31, 2000                                        465,000          465           33,535       (51,273)       (17,273)
                                                              ----------------------------------------------------------------------

Net Loss - year ended December 31, 2001                                                                       (7,569)        (7,569)
Recapitalization of amounts due shareholders as additional
   paid in capital                                                                              24,842                       24,842
                                                              ----------------------------------------------------------------------
Balance December 31, 2001                                        465,000     $    465   $       58,377    $  (58,842)    $      -
                                                              ======================================================================

</TABLE>

                See accompanying notes to financial statements.
                                      F-6
<PAGE>


                                GOLDEN HOLE, INC.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BUSINESS

         Golden Hole, Inc. ("Company") was incorporated under the laws of the
         State of Nevada on December 11, 1985 with authorized common stock of
         2,500 shares at a par value of $0.01. In June 1998, a newly formed
         Board of Directors agreed to reorganize the Company under the name
         "Golden Hole, Inc." at which time the Articles of Incorporation were
         amended to increase the authorized shares from Two Thousand Five
         hundred (2,500) to one hundred million (100,000,000) shares with a par
         value of $0.001 per share. Through December 31, 1990, Company had been
         applying the financial statement presentation of a entity in the
         development stage; however, there have been no subsequent operations or
         activity and the Company has been inactive. With the Company's lack of
         assets and absence of business history, and its active search for a
         merger or acquisition candidate, the Company has discontinued the
         application of development stage accounting. Pursuant to the Company's
         filing, in May 2000, of a Form 10SB12G with the Securities and Exchange
         Commission, the Company became a public company reporting under the
         Securities Exchange Act of 1934.

         On January 14, 2002, the Company entered into a share exchange
         agreement to acquire International Plastics & Equipment Corp. ("IPEC").
         See Note 4.


         ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets,
         liabilities, revenues, expenses and related footnote disclosures at the
         date of the financial statements. Actual results could differ from
         those estimates.


         CASH AND CASH EQUIVALENTS

         The Company currently has no cash or cash equivalents.


         ACCOUNT RECEIVABLE

         The account receivable represents accrued, but unpaid, pre-acquisition
         expenses that, following the transaction described in Note 4, are
         recoverable from the Company's pre-acquisition shareholders.

                                      F-7
<PAGE>

                               GOLDEN HOLE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



         INCOME TAXES

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


         RECAPITALIZATION OF AMOUNTS DUE TO SHAREHOLDERS

         Pre-acquisition expenses paid by a shareholder of the Company were
         reflected as Amounts Due to Shareholders. In connection with the
         acquisition described in Note 4, by agreement among the parties, such
         obligations have been cancelled; accordingly, the pre-acquisition
         Amounts Due to Shareholders have been recapitalized as Additional Paid
         In Capital as of December 31, 2001.


         COMPREHENSIVE (LOSS)

         Comprehensive (loss) is comprised of all changes in shareholders'
         equity during the period other than from transactions with
         shareholders. Comprehensive (loss) is the same as reported net (loss)
         in the statement of operations.


         EARNINGS PER SHARE

         Basic net (loss) per share is computed using the weighted average
         number of common shares outstanding during the period. Diluted net
         (loss) per share is the same as basic net (loss) per share.


         RECENT ACCOUNTING PRONOUNCEMENTS

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
         Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets".
         SFAS No. 141 established accounting and reporting standards for
         business combinations.  SFAS No. 142 established accounting and
         reporting standards for acquired goodwill and other intangible assets,
         specifically how they should be treated upon and subsequent to their
         acquisition.  Both SFAS No. 141 and SFAS No. 142 are required to be
         applied in fiscal years beginning after December 15, 2001; however,
         early adoption is permitted.  The Company is assessing the impact of
         adopting and is expecting to adopt SFAS No. 141 and SFAS No. 142 during
         fiscal year 2002.  On August 15, 2001, FASB issued SFAS No. 143,
         "Accounting


                                      F-8
<PAGE>
                               GOLDEN HOLE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000




         for Asset Retirement Obligations". On October 4, 2001, FASB issued SFAS
         No. 144, "Accounting for the Impairment or Disposal of Long-Lived
         Assets". These statements, when adopted, are not expected to impact the
         Company's results of operations or financial condition.

         Also, see Note 2 regarding income taxes.


NOTE 2 - INCOME TAXES

         At December 31, 2001, the Company had a net operating loss carry
         forward ("NOL") of $58,842. The tax benefit from the loss carry forward
         has been fully offset by a valuation reserve, and no current or
         deferred income tax liability is recorded in the balance sheet. Since
         the Company is unable to predict the nature, timing and extent of
         near-term profitability, the Company intends to recognize such NOL
         benefits when realized. The NOL benefits would normally expire as
         follows:

                     YEAR OF EXPIRATION          AMOUNT
                     ------------------          ------
                            2002                 $15,900
                            2003                   9,100
                            2018                   9,000
                            2019                   1,600
                            2020                  15,673
                            2021                   7,569
                                               ----------
                                                 $58,842
                                               ==========

         See Note 4 regarding the Company's acquisition of IPEC pursuant to a
         share exchange agreement executed and closed in January 2002. The share
         exchange was a tax-free acquisition pursuant to Internal Revenue Code
         Section 368. Accordingly, in calendar year 2002, in connection with
         this acquisition, the Company's ultimate recognition of its NOL becomes
         subject to Internal Revenue Code Section 382.

         The general tax principle underlying Code Section 382 is that losses
         incurred by a corporation may be utilized by offsetting income it later
         generates, as long as its separate existence and the identity of its
         major shareholders are basically unchanged. However, significant
         limitations to the use of the Company's NOL may apply if there is an
         ownership change. The testing period is defined as the three-year
         period ending on the day of any shift involving a five percent
         shareholder or the equity structure. The Company has computed the pro
         forma effect of the ownership change associated with the acquisition to
         be greater than


                                      F-9

<PAGE>

                               GOLDEN HOLE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



         five percent. Consequently, the Company believes its ultimate
         realization of its NOL carryforward may be impacted by the acquisition
         but has not yet quantified the effect, if any.


NOTE 3 - RELATED PARTY TRANSACTIONS

         At December 31, 2001 and 2000, 465,000 shares of common stock were
         outstanding of which 159,000 shares were issued to related parties.

         Pre-acquisition expenses paid by a shareholder of the company were
         reflected as amounts due to shareholders. In connection with the
         acquisition described in note 4, by agreement among the parties, such
         obligations have been cancelled; accordingly, the pre-acquisition
         amounts due to shareholders have been recapitalized as additional paid
         in capital as of December 31, 2001.


NOTE 4 -BUSINESS COMBINATION

         On January 14, 2002, the Company entered into a share exchange
         agreement to acquire International Plastics & Equipment Corp. ("IPEC").

         The Company closed its acquisition of IPEC pursuant to the terms of the
         share exchange agreement on January 28, 2002. Accordingly, as of
         January 28, 2002, IPEC became a wholly owned subsidiary of the Company.
         The Company issued 9,489,796 shares of its common stock to the
         shareholders of the IPEC and, following the acquisition, there were
         9,954,796 shares of common stock of the Company issued and outstanding.

         The transaction will be accounted for in calendar year 2002 as a
         reverse merger.

         The pro forma financial statements of the Company and IPEC for 2001 and
         2000, assuming the acquisition (as a reverse merger) took place as of
         January 1, 2000, are as follows:

                                      F-10

<PAGE>

                               GOLDEN HOLE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

                      Pro forma Assets - December 31, 2001


<TABLE>
<CAPTION>

                                                                                International
                                                                                 Plastics &
                                                            Golden Hole,          Equipment             Pro Forma
                                                                Inc.                 Corp.             Adjustments        Pro Forma
                                                         ---------------------------------------------------------------------------
<S>                                                      <C>                   <C>                    <C>             <C>

                               Assets
Cash                                                                           $     1,014,381                        $   1,014,381
Accounts Receivable, less reserves                        $      6,496                 858,485                              864,981
Other Receivables                                                                      100,925                              100,925
Inventory                                                                            1,849,513                            1,849,513
Prepaid Expenses                                                                        36,288                               36,288
                                                         ---------------------------------------------------------------------------
                           Current Assets                        6,496               3,859,592                -           3,866,088
                                                         ---------------------------------------------------------------------------

Land                                                                                   110,036                              110,036
Buildings and Equipment                                                             14,005,019                           14,005,019
Equipment Under Construction                                                         1,273,512                            1,273,512
Accumulated Depreciation                                                            (4,720,668)                          (4,720,668)
                                                         ---------------------------------------------------------------------------
                  Property, Plant & Equipment, Net                 -                10,667,899                -          10,667,899
                                                         ---------------------------------------------------------------------------

Investment in subsidiary                                                                         A        151,863               -
                                                                                                 B       (151,863)
Patents, less accumulated amortization                                                 320,771                              320,771
Other Assets                                                                             3,868                                3,868
                                                         ---------------------------------------------------------------------------
                            Other Assets                           -                   324,639                -             324,639
                                                         ---------------------------------------------------------------------------

                            Total Assets                  $      6,496         $    14,852,130        $       -       $  14,858,626
                                                         ===========================================================================

</TABLE>

                                      F-11
<PAGE>
                               GOLDEN HOLE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


       Pro forma Liabilities and Shareholders' Equity - December 31, 2001
<TABLE>
<CAPTION>

                                                                                International
                                                                                 Plastics &
                                                            Golden Hole,          Equipment             Pro Forma
                                                                Inc.                 Corp.             Adjustments        Pro Forma
                                                         ---------------------------------------------------------------------------
<S>                                                      <C>                   <C>                    <C>             <C>

                 Liabilities and Shareholders' Equity
Accounts Payable                                          $      6,496         $       778,662                        $     785,158
Accrued Liabilities                                                                     73,085                               73,085
Taxes Payable                                                                           25,055                               25,055
Accrued Interest                                                                         6,085                                6,085
Notes Payable - Current Position                                                     2,990,727                            2,990,727
Bank Line of Credit                                                                  2,260,000                            2,260,000
                                                         ---------------------------------------------------------------------------
                          Current Liabilities                    6,496               6,133,614                 -          6,140,110
                                                         ---------------------------------------------------------------------------

Capital Lease Obligation                                                               369,171                              369,171
Notes Payable - Long Term                                                            4,096,418                            4,096,418
Amounts Due to Related parties                                     -                   700,000                              700,000
                                                         ---------------------------------------------------------------------------
                          Long Term Liabilities                    -                 5,165,589                 -          5,165,589
                                                         ---------------------------------------------------------------------------

Common Stock                                                       465                  22,993   A           9,490            9,955
                                                                                                 B         (22,993)
Additional Paid In Capital                                      58,377               4,111,674   A         142,373        4,124,712
                                                                                                 B        (128,870)
                                                                                                 D         (58,842)
Retained (Deficit)                                             (58,842)               (581,740)  D          58,842         (581,740)
                                                         ---------------------------------------------------------------------------
                           Shareholders' Equity                    -                 3,552,927                 -          3,552,927
                                                         ---------------------------------------------------------------------------

Total Liabilities and Shareholders' Equity                $      6,496         $    14,852,130        $        -      $  14,858,626
                                                         ===========================================================================

</TABLE>

                                      F-12

<PAGE>
                               GOLDEN HOLE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


        Pro forma Statement of Operations - Year Ended December 31, 2001

<TABLE>
<CAPTION>

                                                                                International
                                                                                 Plastics &
                                                            Golden Hole,          Equipment             Pro Forma
                                                                Inc.                 Corp.             Adjustments        Pro Forma
                                                         ---------------------------------------------------------------------------
<S>                                                      <C>                   <C>                    <C>             <C>

Sales                                                     $        -           $    12,938,376                        $  12,938,376
                                                         ---------------------------------------------------------------------------

Operating expenses
  Cost of goods sold                                                                10,193,976                           10,193,976
  Selling                                                                              789,487                              789,487
  General and administrative                                    14,065               1,072,207  C         (150,000)         936,272
                                                         ---------------------------------------------------------------------------
    Operating expenses                                          14,065              12,055,670            (150,000)      11,919,735
                                                         ---------------------------------------------------------------------------
Operating income (loss)                                        (14,065)                882,706             150,000        1,018,641
                                                         ---------------------------------------------------------------------------

Non-operating expense (income)
  Interest expense                                                                     802,095                              802,095
  Acquisition expense                                                                                                           -
  Other income                                                  (6,496)                (15,754)                             (22,250)
                                                         ---------------------------------------------------------------------------
    Non-operating expenses                                      (6,496)                786,341                 -            779,845
                                                         ---------------------------------------------------------------------------

Income (Loss) before taxes                                      (7,569)                 96,365             150,000          238,796

Income taxes                                                                            17,000                               17,000
                                                         ---------------------------------------------------------------------------

Net income (loss)                                         $     (7,569)        $        79,365        $    150,000    $     221,796
                                                         ===========================================================================
</TABLE>


                                      F-13

<PAGE>
                               GOLDEN HOLE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


                      Pro forma Assets - December 31, 2000
<TABLE>
<CAPTION>

                                                                                International
                                                                                 Plastics &
                                                            Golden Hole,          Equipment             Pro Forma
                                                                Inc.                 Corp.             Adjustments        Pro Forma
                                                         ---------------------------------------------------------------------------
<S>                                                      <C>                   <C>                    <C>             <C>
                                   Assets
Cash                                                                           $        11,649                        $      11,649
Accounts Receivable, less reserves                        $        -                   948,917                              948,917
Other Receivables                                                                      108,035                              108,035
Inventory                                                                            2,738,181                            2,738,181
Prepaid Expenses                                                                         5,549                                5,549
                                                         ---------------------------------------------------------------------------
                              Current Assets                       -                 3,812,331                 -          3,812,331
                                                         ---------------------------------------------------------------------------

Land                                                                                   109,809                              109,809
Buildings and Equipment                                                             13,690,381                           13,690,381
Equipment Under Construction                                                           388,945                              388,945
Accumulated Depreciation                                                            (3,477,159)                          (3,477,159)
                                                         ---------------------------------------------------------------------------
                     Property, Plant & Equipment, Net              -                10,711,976                 -         10,711,976
                                                         ---------------------------------------------------------------------------

Investment in subsidiary                                                                         A         151,863              -
                                                                                                 B        (151,863)
Patents, less accumulated amortization                                                 334,515                              334,515
Other Assets                                                                             5,230                                5,230
                                                         ---------------------------------------------------------------------------
                               Other Assets                        -                   339,745                 -            339,745
                                                         ---------------------------------------------------------------------------

                               Total Assets               $        -           $    14,864,052        $        -      $  14,864,052
                                                         ===========================================================================

</TABLE>

                                      F-14
<PAGE>

                               GOLDEN HOLE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


       Pro forma Liabilities and Shareholders' Equity - December 31, 2000

<TABLE>
<CAPTION>

                                                                                International
                                                                                 Plastics &
                                                            Golden Hole,          Equipment             Pro Forma
                                                                Inc.                 Corp.             Adjustments        Pro Forma
                                                         ---------------------------------------------------------------------------
<S>                                                      <C>                   <C>                    <C>             <C>

              Liabilities and Shareholders' Equity
Accounts Payable                                          $      1,600         $     1,320,504  C          150,000    $   1,470,504
                                                                                                D           (1,600)
Accrued Liabilities                                                                    131,165                              131,165
Taxes Payable                                                                           13,000                               13,000
Accrued Interest                                                                         6,085                                6,085
Notes Payable - Current Portion                                                      1,180,909                            1,180,909
Bank Line of Credit                                                                  3,070,973                            3,070,973
                                                         ---------------------------------------------------------------------------
                         Current Liabilities                     1,600               5,722,636             148,400        5,872,636
                                                         ---------------------------------------------------------------------------
Capital Lease Obligation                                                               515,309                              515,309
Notes Payable - Long Term                                                            5,097,789                            5,097,789
Amounts Due to Related Parties                                  15,673                 350,000             (15,673)         350,000
                                                         ---------------------------------------------------------------------------
                        Long Term Liabilities                   15,673               5,963,098             (15,673)       5,963,098
                                                         ---------------------------------------------------------------------------
Preferred Stock                                                                      1,000,000                            1,000,000
Common Stock                                                       465                  20,000  A            9,490            9,955
                                                                                                B          (20,000)
Additional Paid In Capital                                      33,535               2,819,423  A          142,373        2,829,468
                                                                                                B         (131,863)
                                                                                                D          (34,000)
Retained (Deficit)                                             (51,273)               (661,105) C         (150,000)        (811,105)
                                                                                                D           51,273
                                                         ---------------------------------------------------------------------------
                          Shareholders' Equity                 (17,273)              3,178,318            (132,727)       3,028,318
                                                         ---------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity                $        -           $    14,864,052        $        -      $  14,864,052
                                                         ===========================================================================
</TABLE>

                                      F-15
<PAGE>

                               GOLDEN HOLE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


        Pro forma Statement of Operations - Year Ended December 31, 2000


<TABLE>
<CAPTION>

                                                                                International
                                                                                 Plastics &
                                                            Golden Hole,          Equipment             Pro Forma
                                                                Inc.                 Corp.             Adjustments        Pro Forma
                                                         ---------------------------------------------------------------------------
<S>                                                      <C>                   <C>                    <C>             <C>

Sales                                                                          $    12,327,214                        $  12,327,214
                                                         ---------------------------------------------------------------------------

Operating expenses
  Cost of goods sold                                                                 9,845,084                            9,845,084
  Selling                                                                              600,514                              600,514
  General and administrative                                                           989,780                              989,780
                                                         ---------------------------------------------------------------------------
    Operating expenses                                                              11,435,378                 -         11,435,378
                                                         ---------------------------------------------------------------------------
  Operating income (loss)                                                              891,836                 -            891,836
                                                         ---------------------------------------------------------------------------

Non-operating expense (income)
  Interest expense                                                                     814,120                              841,120
  Acquisition expenses                                                                          C          150,000          150,000
  Other income                                                                          (6,608)                              (6,608)
                                                         ---------------------------------------------------------------------------
    Non-operating expenses                                                             807,512             150,000          957,512
                                                         ---------------------------------------------------------------------------

Income (Loss) before taxes                                                              84,324            (150,000)         (65,676)

Income taxes                                                                             6,500                                6,500
                                                         ---------------------------------------------------------------------------

Net income (loss)                                         $        -           $        77,824        $   (150,000)   $     (72,176)
                                                         ===========================================================================

</TABLE>

                                      F-16

<PAGE>

                               GOLDEN HOLE, INC.
                         NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


         Pro forma adjustments at December 31, 2001 and December 31, 2000
         consist of the following:

              A - Issuance of 9,489,796 shares of common stock to effect the
              reverse merger.

              B - Elimination of investment in subsidiary.

              C - Recognition of acquisition expense in calendar year 2000
              (in calendar year 2001 the expense was recorded on the books).

              D - Elimination of the Company's pre-acquisition expenses and
              deficit.







                                      F-17


<PAGE>
                    INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                              FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


                                TABLE OF CONTENTS




                                                                         PAGE(S)

Report Of Independent Accountant                                           F-19

Balance Sheets - December 31, 2001 and 2000                              F-20-21

Statements Of Operations and Retained (Deficit) - Twelve
Months Ended December 31, 2001 and 2000                                    F-22

Statements Of Cash Flows - Twelve Months Ended
December 31, 2001 and 2000                                                 F-23

Statement of Shareholders Equity - December 31, 2001 and 2000              F-24

Notes To Financial Statements - December 31, 2001 and 2000               F-25-38










                                      F-18

<PAGE>

                                        1169 Pittsford - Victor Road, Suite 125
                                               Rochester, New York  14534
BAIER & WILLIAMS, LLP                                (585) 385-0530
================================================================================
  Certified Public Accountants o Business and Financial Advisory Services


           To the Board of Directors of International Plastics & Equipment Corp.

           In our opinion, the accompanying balance sheets and the related
           statements of operations, cash flows and shareholders' equity present
           fairly, in all material respects, the financial position of
           International Plastics & Equipment Corp. ("Company") at December 31,
           2001 and 2000, and the results of their operations, their cash flows
           and their shareholders equity for each of the years ended December
           31, 2001 and December 31, 2000, in conformity with accounting
           principles generally accepted in the United States of America. These
           financial statements are the responsibility of the Company's
           management; our responsibility is to express an opinion on these
           financial statements based on our audits. We conducted our audits of
           these statements in accordance with auditing standards generally
           accepted in the United States of America, which require that we plan
           and perform the audits to obtain reasonable assurance about whether
           the financial statements are free of material misstatement. An audit
           includes examining, on a test basis, evidence supporting the amounts
           and disclosures in the financial statements, assessing the accounting
           principles used and significant estimates made by management, and
           evaluating the overall financial statement presentation. We believe
           that our audits provide a reasonable basis for the opinion expressed
           above.


           /s/ BAIER & WILLIAMS, LLP.

           Baier & Williams, LLP.
           Rochester, New York
           January 18, 2002






                                      F-19
<PAGE>



                    INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                                 BALANCE SHEETS


                                                 December 31,     December 31,
                                                     2001            2000
                                               ---------------  ----------------

               Assets

 Cash                                          $    1,014,381   $        11,649
 Accounts Receivable, less reserves for               858,485           948,917
    bad debts of $140,273 and $140,000
    in 2001 and 2000
 Other Receivables                                    100,925           108,035
 Inventory                                          1,849,513         2,738,181
 Prepaid Expenses                                      36,288             5,549
                                               ---------------  ----------------
           Current Assets                           3,859,592         3,812,331
                                               ---------------  ----------------

 Land                                                 110,036           109,809
 Buildings and Equipment                           14,005,019        13,690,381
 Construction In Progress                           1,273,512           388,945
 Accumulated Depreciation                          (4,720,668)       (3,477,159)
                                               ---------------  ----------------
    Property, Plant & Equipment, Net               10,667,899        10,711,976
                                               ---------------  ----------------

 Patents, less accumulated amortization of            320,771           334,515
    $50,484 and $22,233 in 2001 and 2000
 Other Assets                                           3,868             5,230
                                               ---------------  ----------------
           Other Assets                               324,639           339,745
                                               ---------------  ----------------
           Total Assets                        $   14,852,130   $    14,864,052
                                               ===============  ================

                 See accompanying notes to financial statements.



                                      F-20
<PAGE>


                    INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                                 BALANCE SHEETS


<TABLE>
<CAPTION>
                                                       December 31,     December 31,
                                                           2001             2000
                                                     ---------------  ---------------
<S>                                                  <C>              <C>
        Liabilities and Shareholders' Equity

 Accounts Payable                                    $      778,662   $    1,320,504
 Accrued Liabilities                                         73,085          131,165
 Taxes Payable                                               25,055           13,000
 Accrued Interest                                             6,085            6,085
 Notes Payable - Current Portion                          2,990,727        1,180,909
 Bank Line Of Credit                                      2,260,000        3,070,973
                                                     ---------------  ---------------
                 Current Liabilities                      6,133,614        5,722,636
                                                     ---------------  ---------------

 Capital Lease Obligation                                   369,171          515,309
 Notes Payable - Long Term                                4,096,418        5,097,789
 Amounts Due to Related Parties                             700,000          350,000
                                                     ---------------  ---------------
                Long Term Liabilities                     5,165,589        5,963,098
                                                     ---------------  ---------------


Preferred Stock, no par value, 1,000,000 shares                 -          1,000,000
  authorized, 0 and 1,000,000 shares issued
  and outstanding at December 31, 2001
  and December 31, 2000, respectively
Common Stock, par value $0.0067 per                          22,993           20,000
  share, 5,000,000 shares authorized,
  3,431,745 and 3,000,000 shares issued
  and outstanding at December 31, 2001
  and December 31, 2000, respectively
Additional Paid In Capital                                4,111,674        2,819,423
Retained (Deficit)                                         (581,740)        (661,105)
                                                     ---------------    -------------
                Shareholders' Equity                      3,552,927        3,178,318
                                                     ---------------    -------------
 Total Liabilities and Shareholders' Equity          $   14,852,130     $ 14,864,052
                                                     ===============    =============
</TABLE>


                 See accompanying notes to financial statements.



                                      F-21
<PAGE>


                    INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                            STATEMENTS OF OPERATIONS




                                                Year Ended         Year Ended
                                                December 31,       December 31,
                                                   2001                2000
                                              ---------------    ---------------

 Sales                                        $   12,938,376     $   12,327,214
                                              ---------------    ---------------

 Operating expenses
   Cost of goods sold                             10,193,976          9,845,084
   Selling                                           789,487            600,514
   General and administrative                      1,072,207            989,780
                                              ---------------    ---------------
       Operating expenses                         12,055,670         11,435,378
                                              ---------------    ---------------
 Operating income                                    882,706            891,836
                                              ---------------    ---------------

 Non-operating expense (income)
   Interest expense                                  802,095            814,120
   Other income                                      (15,754)            (6,608)
                                              ---------------    ---------------
       Non-operating expenses                        786,341            807,512
                                              ---------------    ---------------

 Income before taxes                                  96,365             84,324
 Income taxes                                         17,000              6,500
                                              ---------------    ---------------

 Net income                                   $       79,365     $       77,824
                                              ===============    ===============

 Average Shares of Common Stock                    3,033,211          3,000,000
                                              ===============    ===============

 Basic Income Per Share                       $         0.03     $         0.03
                                              ===============    ===============

 Diluted Income Per Share                     $         0.03     $         0.02
                                              ===============    ===============



                 See accompanying notes to financial statements.


                                      F-22
<PAGE>


                    INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                     Year Ended         Year Ended
                                                                     December 31,       December 31,
                                                                         2001               2000
                                                                   ---------------    ---------------
<S>                                                                <C>                <C>
Cash Flows from Operating Activities
Net Income                                                         $       79,365     $       77,824
Adjustments to reconcile net income to net cash provided by
operating activities
   Depreciation and amortization                                        1,260,265          1,108,033
    Capitalized interest                                                  (36,500)           (28,000)
    Changes in Assets and Liabilities                                                            -
      Accounts receivable                                                  90,432           (485,521)
      Other receivables                                                     7,110            (20,391)
      Inventory                                                           888,668           (621,976)
      Prepaid Expenses                                                    (30,739)            (5,549)
      Other Assets                                                            517               (115)
      Accounts payable                                                   (541,842)           674,670
      Accrued liabilities                                                 (58,080)            83,972
      Taxes payable                                                        12,055              6,500
      Accrued interest                                                        -              (45,206)
                                                                   ---------------    ---------------
Net cash provided by operating activities                               1,671,251            744,241
                                                                   ---------------    ---------------

Cash Flows from Investing Activities
Purchases of property, plant and equpment                              (1,194,704)        (2,036,474)
Disposals of property, plant and equipment                                 31,772                -
Investment in and development of patents                                   (2,167)          (185,282)
                                                                   ---------------    ---------------
Net cash used in investing activities                                  (1,165,099)        (2,221,756)
                                                                   ---------------    ---------------

Cash Flows from Financing Activities
Sale of common stock                                                    1,295,244                -
(Repurchase) / Sale of preferred stock                                 (1,000,000)         1,000,000
Borrowing on bank line of credit                                        2,725,596          1,279,829
(Repayments) of bank line of credit                                    (3,536,569)          (702,856)
(Reduction) of capital lease obligations                                 (146,138)          (149,576)
Increase in notes payable                                                 808,447            141,685
Increase / (decrease) in amounts due to related parties                   350,000            (90,000)
                                                                   ---------------    ---------------
Net cash provided by financing activities                                 496,580          1,479,082
                                                                   ---------------    ---------------

Net Increase / (Decrease) in cash                                       1,002,732              1,567
Cash - beginning of year                                                   11,649             10,082
                                                                   ---------------    ---------------
Cash - end of year                                                 $    1,014,381     $       11,649
                                                                   ===============    ===============

Cash paid for interest                                             $      802,095     $      859,326
                                                                   ===============    ===============
Cash paid for income taxes                                         $        4,945     $          -
                                                                   ===============    ===============
</TABLE>


                 See accompanying notes to financial statements.


                                      F-23
<PAGE>



                    INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                        STATEMENT OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


<TABLE>
<CAPTION>
                                    Preferred        Common                                  Additional
                                      Shares         Shares       Preferred     Common         Paid In      Retained
                                   Outstanding    Outstanding       Stock        Stock         Capital      (Deficit)     Total
                                 ---------------------------------------------------------------------------------------------------
<S>                              <C>               <C>          <C>           <C>           <C>           <C>           <C>

Balance at January 1, 2000                -          666,666                  $  20,000     $ 2,819,423                 $ 2,839,423
4.5:1 Stock Split                                  2,333,334                                                                    -
Sale of Preferred Stock             1,000,000                   $ 1,000,000                                               1,000,000
Net Income                                                                                                    77,824         77,824
                                 ---------------------------------------------------------------------------------------------------

Balance at December 31, 2000        1,000,000      3,000,000      1,000,000      20,000       2,819,423     (661,105)     3,178,318
                                                                                                                                -
Repurchase of Preferred Stock      (1,000,000)                   (1,000,000)                                             (1,000,000)
Sale of Common Stock                                 431,745                      2,993       1,292,251                   1,295,244
Net Income                                                                                                    79,365         79,365
                                 ---------------------------------------------------------------------------------------------------

Balance at December 31, 2001              -        3,431,745    $       -     $  22,993     $ 4,111,674   $ (581,740)   $ 3,552,927
                                 ===================================================================================================
</TABLE>


                 See accompanying notes to financial statements.



                                      F-24
<PAGE>


                    INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000



NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BUSINESS

         International Plastics & Equipment Corp. ("Company") manufactures
         injection molded plastic closures used for packaging applications in
         dairy, fruit juice, bottled water, sport drinks, and other
         non-carbonated beverage products.

         The Company's manufacturing facilities are located in the United States
         of America in Pennsylvania and Alabama. The Company's customers are
         principally located in the United States of America and Canada.

         On January 14, 2002, Golden Hole, Inc., a Nevada Corporation, entered
         into a share exchange agreement to acquire the Company.  See Note 2.


         ESTIMATES

         The preparation of financial statements in conformity with generally
         accepted accounting principles requires management to make estimates
         and assumptions that affect the reported amounts of assets,
         liabilities, revenues, expenses and related footnote disclosures at the
         date of the financial statements. Actual results could differ from
         those estimates.


         CASH AND CASH EQUIVALENTS

         Cash consists of cash on hand and held in banks.


         INVENTORIES

         Inventories are valued at the lower of cost or market. Cost is
         determined by the first-in, first-out (FIFO) method for raw materials
         and work in process, and the annual weighted average cost method for
         finished goods.

         The Company provides a reserve for obsolescence, slow moving inventory,
         and in circumstances when the carrying cost of inventory temporarily
         exceeds market value.




                                      F-25
<PAGE>
                   INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


         PROPERTY PLANT AND EQUIPMENT

         Property, plant and equipment are stated at cost. Expenditures for
         improvements are capitalized while costs for maintenance and repairs
         are expensed as incurred.

         The Company capitalized $36,500 and $28,000 of interest in connection
         with equipment under construction in calendar years 2001 and 2000,
         respectively.

         The Company's evaluation of long-lived assets, including patents and
         other assets, for impairment has indicated no events or changes in
         circumstances that indicate that the carrying amount of an asset may
         not be recoverable; accordingly, no impairment losses have been
         recognized.

         Depreciation and amortization are computed by the straight-line method
         over the estimated useful lives of the assets as follows:

                                                            Depreciable Life
                    Asset                                         Years
         ----------------------------------------       ----------------------
         Buildings                                                 40
         Machinery and equipment                                 5 - 10
         Office furniture and equipment                             7

         Depreciation on leased assets is included in depreciation expense.

         Depreciation charged to operations was approximately $1,260,300 and
         $1,108,000 for the years ended December 31, 2001 and 2000,
         respectively. Of those amounts, approximately $1,226,900 and $1064,000,
         respectively, were included in cost of goods sold.


         INTANGIBLE ASSETS

         Intangible Assets are comprised primarily of loan commitment fees that
         are being amortized on a straight-line basis over periods ranging from
         seven to fifteen years. No goodwill is reflected in the statement of
         financial position.


         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying value of cash, receivables, and accounts payable
         approximate fair value based upon the liquidity and short-term nature
         of the items. The carrying value of notes payable approximates the fair
         value based upon borrowings at approximate market interest rates.





                                      F-26
<PAGE>
                   INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


         INCOME TAXES

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


         CONCENTRATION OF CREDIT RISK AND UNCERTAINTY

         Financial instruments which potentially subject the Company to
         concentrations of credit risk consist principally of cash and cash
         equivalents, and trade receivables. The Company's cash and cash
         equivalents are concentrated primarily in two banks in the United
         States. At times, such deposits could be in excess of insured limits.
         Management believes that the financial institutions that hold the
         Company's financial instruments are financially sound and, accordingly,
         minimal credit risk is believed to exist with respect to these
         financial instruments.

         The Company's products are principally sold to entities in the food and
         beverage industries, primarily in the United States and Canada. Ongoing
         credit evaluations of customers' financial condition are performed and
         collateral is generally not required. The Company maintains reserves
         for potential credit losses.

         The majority of the Company's products are molded from various plastic
         resins that comprise a significant portion of the Company's cost of
         sales. These resins are subject to periodic price fluctuations,
         resulting from shortages in supply, changes in prices in petrochemical
         products and other factors. The Company's agreements with its customers
         include adjustment clauses to pass price changes on to customers
         (generally, one-month following the change).

         During calendar year 2001, one customer accounted for 28% of net sales.
         One customer accounted for more than 16% of net sales in calendar year
         2000.


         FOREIGN CURRENCY TRANSLATION

         The Company's has no foreign subsidiaries and uses the United States
         Dollar as its functional currency. Translation gains and losses result
         from changes in exchange rates between the functional currency and the
         currency in which the Company's customers denominate transactions.
         Translation gains and losses are not significant.




                                      F-27
<PAGE>

                   INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000

         SEASONALITY

         The Company's sales and earnings reflect a seasonal pattern as a result
         of greater sales volumes during the summer months. Approximately 67% of
         sales occurred between May and August in calendar years 2001 and 2000.

         SEGMENT INFORMATION

         The Company's primary operations are in one segment - the manufacture
         of injection molded thermoplastic components used primarily as closures
         for containers in the non-carbonated beverage industry. All of the
         Company's operations are in the United States of America.


         REVENUE RECOGNITION

         Revenue is recognized on plastic molded products when the products are
         shipped to customers.


         SHIPPING AND HANDLING COSTS

         Amounts billed to customers for shipping and handling are recorded as
         revenue. Shipping and handling costs incurred by the Company are
         included in cost of sales.


         RESEARCH AND DEVELOPMENT EXPENDITURES

         Research and development expenditures are charged to operations as
         incurred.


         ADVERTISING

         The Company charges the cost of advertising to operations as incurred.
         Such costs were approximately $3,500 and $27,100 in 2001 and 2000,
         respectively.


         COMPREHENSIVE INCOME (LOSS)

         Comprehensive income (loss) is comprised of all changes in
         shareholders' equity during the period other than from transactions
         with shareholders.  Comprehensive income (loss) is the same as reported
         net income (loss) in the statement of operations.


                                      F-28
<PAGE>

                   INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


        EARNINGS PER SHARE

         Basic net income / (loss) per share is computed using the weighted
         average number of common shares outstanding during the period.

         Diluted net income / (loss) per share reflects the potential dilution
         that could occur from the conversion of preferred shares.


         RECENT ACCOUNTING PRONOUNCEMENTS

         In December 1999, the Securities and Exchange Commission (the "SEC")
         issued Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition
         in Financial Statements." SAB No. 101 provides guidance on the
         recognition, presentation and disclosure of revenue in financial
         statements filed with the SEC. SAB 101 outlines the basic criteria that
         must be met to recognize revenue and provides guidance for disclosure
         related to revenue recognition policies. The Company's adoption of SAB
         No.101 had no effect on its financial position or results of
         operations.

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standard ("SFAS") No. 141, "Business
         Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets".
         SFAS No. 141 established accounting and reporting standards for
         business combinations. SFAS No. 142 established accounting and
         reporting standards for acquired goodwill and other intangible assets,
         specifically how they should be treated upon and subsequent to their
         acquisition. Both SFAS No. 141 and SFAS No. 142 are required to be
         applied in fiscal years beginning after December 15, 2001; however,
         early adoption is permitted. The Company is assessing the impact of
         adopting and is expecting to adopt SFAS No. 141 and SFAS No. 142 during
         fiscal year 2002. On August 15, 2001, FASB issued SFAS No. 143,
         "Accounting for Asset Retirement Obligations". On October 4, 2001, FASB
         issued SFAS No. 144, "Accounting for the Impairment or Disposal of
         Long-Lived Assets". These statements will be adopted in fiscal year
         2003 and are not expected to impact the Company's results of operations
         or financial condition.


NOTE 2. BUSINESS COMBINATION

         On January 14, 2002, the Company entered into a share exchange
         agreement that resulted in the acquisition of the Company by Golden
         Hole, Inc., a Nevada Corporation. Golden Hole, Inc. is a SEC
         registrant.



                                      F-29
<PAGE>
                   INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


         Golden Hole, Inc. intends to close its acquisition of the Company
         pursuant to the terms of the share exchange agreement on January 28,
         2002. Accordingly, as of January 28, 2002, the Company will become a
         wholly owned subsidiary of the Golden Hole, Inc. Golden Hole, Inc. will
         issue 9,489,796 shares of its common stock to the shareholders of the
         Company and, following the acquisition, there will be 9,954,796 shares
         of common stock of Golden Hole, Inc. issued and outstanding.

         At the present time, Golden Hole, Inc. has no net assets or operations,
         and the transaction will be accounted for in calendar year 2002 as a
         reverse merger. The net effect of proforma adjustments to the financial
         statements of the Company for 2001 and 2000, after giving effect to the
         elimination of the pre-merger expenses of Golden Hole, Inc., would be
         insignificant.

         In connection with this merger, the Company engaged Plymouth Partners,
         LLC ("Plymouth") to facilitate the transaction with Golden Hole, Inc.
         For their services, Plymouth was paid $150,000 in December 2001. This
         amount has been recognized as an expense in the calendar year 2001
         financial statements.

         Also, see Note 8 regarding income taxes.


NOTE 3. INVENTORIES

         Inventories at December 31, 2001 and 2000 are comprised of the
         following:

                                                     2001             2000
                                                --------------   ---------------
         Raw materials and packaging              $   247,798      $    313,183
         Work in process                              316,475           359,124
         Finished goods                             1,785,241         2,565,874
         Reserve for obsolescence and
           temporary decline in market value         (500,000)         (500,000)
                                                --------------   ---------------
         Total Inventories                        $ 1,849,513      $  2,738,181
                                                ==============   ===============



NOTE 4. LINE OF CREDIT

         On January 13, 2000, the Company entered into a 9.50% variable interest
         rate borrowing with a bank, due on demand, with interest on the unpaid
         principal balance paid monthly. The borrowing is secured by inventory
         and all intangible assets.



                                      F-30
<PAGE>

                   INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


         There was approximately $2,260,000 and $3,071,000 outstanding under
         this agreement at December 31, 2001 and 2000, respectively.


NOTE 5.  LONG-TERM DEBT

         Long-Term Debt at December 31, 2001 and 2000 are comprised of the
         following:
<TABLE>
<CAPTION>

                                                                                2001                 2000
                                                                         -------------------   ------------------
<S>                                                                      <C>                   <C>
         7.90% note due January 1, 2006, payable in monthly                 $    865,652          $  1,054,802
           installments, secured by equipment

         7.90% note due January 1, 2006, payable in monthly                      570,272               696,926
           installments, secured by equipment

         7.90% note due May 1, 2006, payable in monthly                          616,214               739,115
           installments, secured by equipment

         7.50% variable interest rate note, due January 1,                       952,887             1,019,004
           2012, payable in monthly installments, secured by
           real property

         7.75% note due January 15, 2005, payable in                           1,441,633             1,834,539
           monthly installments, secured by a general
           assignment of all assets

         9.50% variable interest rate note, due July 1, 2005,                    740,487               934,312
           payable in monthly installments, secured by molds

         9.50% promissory note, due July 1, 2002, interest paid                1,900,000
         monthly, secured by general business assets and cross
         collateralized with other notes payable
                                                                         -------------------   ------------------
                                    Subtotal                                   7,087,145             6,278,698

         Less - current portion of long-term debt                             (2,990,727)           (1,180,909)
                                                                         -------------------   ------------------
                                                                            $  4,096,418          $  5,097,789
                                                                         ===================   ==================
</TABLE>




                                      F-31
<PAGE>

                   INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


         These notes are all payable to the same bank. In connection with these
         borrowings, the Company has agreed to certain covenants, including
         maintenance of a defined tangible net worth of not less than
         $1,000,000, maintenance of a defined leverage ratio not greater than
         3.5 to 1 (ie., the ratio of total liabilities to tangible net worth
         with debt subordinated in favor of the bank deemed as equity), and
         maintenance of a debt service coverage ratio of 1.2 to 1.

         Payments on long-term debt in future years are as follows:

                         Calendar Year                 Debt Reduction
              -------------------------------------  --------------------
                              2002                           $ 2,990,727
                              2003                             1,213,188
                              2004                             1,312,864
                              2005                               842,525
                              2006                               147,699
                        2007 and Beyond                          574,442
                                                     --------------------
                      Total Debt Reduction                   $ 7,081,445
                                                     ====================


NOTE 6.  PREFERRED STOCK

         The Company has a single class of Preferred Stock with no par value.
         The Preferred Stock has no stated dividend.  1,000,000 shares are
         authorized.

         These shares were for sold for $1,000,000 in January 2000. The shares
         of stock were issued without registration in reliance on an exemption
         in federal securities laws that permit issuance of stock without
         registration of the securities.

         On March 28, 2001, the Company entered into an agreement with the
         holder of the preferred stock to repurchase the shares of stock for $1
         million to be paid in installments ranging from $100,000 to $250,000
         beginning in March of 2001 through September 30, 2001.

         The repurchase agreement includes a provision for a one-time additional
         payment to be made by the Company to the holder of the preferred stock
         should, before March 28, 2004, the Company's capital structure change
         as a result of an infusion of additional equity. The amount of the
         payment is $50,000 if the capital infusion reaches $2,000,000 and a
         prorata payment up to $150,000 for up to $4,000,000 of capital
         infusion. The sale of common stock in calendar year 2001 described in
         Note 7 did not obligate the Company to make this one-time additional
         payment.



                                      F-32
<PAGE>

                   INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 7.  COMMON STOCK

         The Company has a single class of Common Stock. In early 2000, the
         Company amended its certificate of incorporation to authorize 5,000,000
         shares of common stock, authorize 1,000,000 shares of preferred stock
         and to reflect an increase in the issued and outstanding shares from
         666,666 to 3,000,000.

         The increase in the number of outstanding shares of common stock was
         achieved via a 4.5 to 1 stock split. Accordingly, the par value of the
         common stock was adjusted from $0.03 per share to $0.0067 per share.

         There are no warrants or options outstanding.

         Three million shares of the Company's common stock are owned equally by
         two individuals who are officers and directors of the Company.

         On December 31, 2001, the Company sold 431,745 shares of its common
         stock for aggregate cash proceeds of $ 1,295,235. The shares of stock
         were issued without registration in reliance on an exemptions in
         federal securities laws that permit issuance of stock without
         registration of the securities.

         See Note 2 regarding a business combination occurring in January 2002.


NOTE 8.  INCOME TAXES

         Presently, the Company has an unused tax net operating loss
         carryforward ("NOL") aggregating approximately $1.6 million that
         expires beginning in 2010. Of this amount, approximately $.9 million is
         attributable to the temporary differences between book and tax
         depreciation. The net amount of $.7 million represents the portion of
         the NOL not yet recognized for book purposes. Inasmuch as the Company
         has a NOL, no current or deferred income tax liability is recorded in
         the balance sheet. Since the Company is unable to predict the nature,
         timing and extent of near-term profitability, the Company intends to
         recognize such NOL benefits when realized.

         See Note 2 regarding the Company's acquisition by Golden Hole, Inc.
         pursuant to a merger agreement executed and closed in January 2002. The
         merger was a tax-free merger pursuant to Internal Revenue Code Section
         368. Accordingly, in calendar year 2002, in connection with this
         merger, the Company's ultimate recognition of its NOL becomes subject
         to Internal Revenue Code Section 382.



                                      F-33
<PAGE>

                   INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


         The general tax principle underlying Code Section 382 is that losses
         incurred by a corporation may be utilized by offsetting income it later
         generates, as long as its separate existence and the identity of its
         major shareholders are basically unchanged. However, significant
         limitations to the use of the Company's NOL may apply if there is an
         ownership change. The testing period is defined as the three-year
         period ending on the day of any shift involving a five- percent
         shareholder or the equity structure. The Company has computed the
         proforma effect of the ownership change associated with the merger to
         be less than five percent based on the following:

<TABLE>
<CAPTION>
                                                                      Post         Post       Percent
                                           Original      Original    Merger       Merger
                                            Shares       Percent     Shares      Percent      Change
                                            ------       -------     ------      -------      ------
<S>                                       <C>            <C>        <C>          <C>          <C>
         5% or More Shareholders          3,000,000       87.4%     8,295,892     83.3%       -4.1%
         Less than 5% Shareholders          431,745       12.6%     1,658,904     16.7%        4.1%
                                         ------------------------------------------------------------

         Total                            3,431,745      100.0%     9,954,796    100.0%        0.0%
                                         ============================================================
</TABLE>

         Consequently, the Company does not believe its ultimate realization of
         its NOL carryforward has been impacted by the merger. However, should
         the Company enter into additional future equity transactions causing
         more than a five percent change during a three year testing period, the
         limitations imposed by Internal Revenue Code Section 382 could be
         triggered and there could be a substantial impact on the ultimate
         realization of the Company's NOL carryforward tax benefits.

         Taxes payable consist solely of state franchise and income taxes of
         approximately $16,000 and $6,500 for the years ended December 31, 2001
         and 2000.

         In prior years, the Alabama Corporate Income tax was reduced
         substantially through use of available Net Operating Loss ("NOL")
         carryforwards to reduce taxable income. In late December 2001 the
         Alabama legislature suspended, for one year, the ability of all
         taxpayers to use NOL carryforwards for purposes of reducing taxable
         income. IPEC retains an Alabama state NOL carryforward of $332,506 that
         can be used to offset taxable income in 2002 and future years. However,
         in light of the Alabama legislature's action with respect to calendar
         year 2001, the Company cannot provide any assurance with respect to
         when the use of its Alabama state NOL will ultimately become available.




                                      F-34
<PAGE>

                   INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


         A reconciliation of the statutory federal income tax rate to the
         Company's effective income tax rate was as follows:

                                                         2001           2000
                                                         ----           ----

             Statutory federal income tax rate             34%            34%

             Realization of a portion of net              -34%           -34%
               operating loss carryforward

             State (Pennsylvania and Alabama)
               income and franchise taxes                  18%             8%
                                                       ----------     ----------

             Effective income tax rate                     18%             8%
                                                       ===========    ==========


NOTE 9.  LEASES

         OPERATING LEASES

         The Company leases certain manufacturing equipment under operating
         leases expiring at various dates through 2004. Management expects that
         in the normal course of business, leases will be renewed or replaced by
         other leases.

         Total lease expense amounted to $76,125 in 2001 and $60,531 in 2000.

         CAPITAL LEASES

         The Company leases a building and certain manufacturing and
         transportation equipment under capital leases expiring at various dates
         through 2004.

         The asset value and related liability for capital leases have been
         reflected in the statement of financial position as follows:

                                                        2001            2000
                                                   --------------   ------------
            Asset Value                            $    857,312     $   857,312
            Less - Accumulated Depreciation            (174,470)       (121,348)
                                                   --------------   ------------
                             Net Book Value        $    682,842     $   735,964
                                                   ==============   ============

                     Capital Lease Obligation      $    369,171     $   515,309
                                                   ==============   ============


                                      F-35
<PAGE>

                   INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


         Approximately $89,000 and $100,700 has been charged against operations
         for depreciation and interest associated with capital leases in 2001
         and 2000, respectively.

         FUTURE MINIMUM LEASE PAYMENTS

         Minimum lease payments required for future years are as follows:

                  Calendar Year                  Operating            Capital
                                                   Leases             Leases
         ---------------------------------    ----------------------------------
                      2002                      $   53,179          $  147,889
                      2003                          34,102             148,649
                      2004                          16,913              72,633
                 2005 and Beyond                         -                   -
                                              --------------      --------------
                  Total Future Lease Payments   $  104,194          $  369,171
                                              ==============      ==============



NOTE 10. EARNINGS PER SHARE

         Earnings per share have been computed in accordance with the provisions
         of SFAS No. 128. The following table sets forth the computation of
         basic and diluted earnings per share:

                                                       2001             2000
                                                       ----             ----

         Net income (loss)                         $    57,126      $    77,824
                                                   ============     ============

         Weighted average shares outstanding for     3,033,211        3,000,000
         basic earnings per share
                                                   ============     ============

         Basic earnings (loss) per share           $      0.02      $      0.03
                                                   ============     ============

         Adjusted weighted average shares            3,033,211        4,000,000
         outstanding for deemed preferred
         stock conversions
                                                   ============     ============

         Diluted earnings (loss) per share         $      0.02      $      0.02
                                                   ============     ============


                                      F-36
<PAGE>

                   INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


NOTE 11.  RELATED PARTIES

         Related party transactions are primarily with the following entities,
         related to the Company by common ownership:
         o   Giordano Construction Co., Inc., for which the Company fabricates
             certain products and from which the Company obtains building and
             construction services.
         o   L&G Properties, from which the Company leases equipment.

         These related party transactions consist of the following:

<TABLE>
<CAPTION>
                                                                        2001            2000
                                                                        ----            ----
<S>                                                                 <C>             <C>
         Transactions with Giordano Construction Co., Inc.
            Sales                                                    $ 51,667        $ 154,919
                                                                    ==========      ===========
            Purchases                                                $ 11,735        $   8,807
                                                                    ==========      ===========

         Transactions with L&G Leasing
            Leasing of Equipment                                     $ 59,900        $  59,630
                                                                    ==========      ===========
</TABLE>

         The Company had $700,000 and $350,000 of amounts payable to one of its
         two principal stockholders as of December 31, 2001 and 2000,
         respectively. These amounts are unsecured and interest is not accrued
         on the balances outstanding. The balance outstanding at December 31,
         2001 was paid prior to the merger described in Note 2, above.

         The Company had an agreement with the former holder of its preferred
         shares (Sherwood LLC) for consulting services to be provided for
         $75,000 annually. This agreement was modified in calendar year 2001 to
         provide that so long as one of the partners of Sherwood LLC continues
         to act on behalf of the Company in a financial role, such payments will
         not be made. Beginning in calendar year 2002, one of the partners, who
         previously was providing financial consulting services, became the
         Company's chief financial officer. Approximately $ 60,400 and $ 50,000
         were paid under this agreement in calendar years 2001 and 2000,
         respectively.


NOTE 12.  EMPLOYEE BENEFIT PLANS

         The Company maintains a defined contribution plan (401K) covering
         substantially all employees. Under the Plan, employees' contributions
         are made on a tax-deferred basis and are partially matched by the
         Company. Total expense




                                      F-37
<PAGE>


                   INTERNATIONAL PLASTICS & EQUIPMENT CORP.
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2001 AND 2000


         under the Plan for 2001 and 2000 was approximately $8,200 and $1,000
         in 2001 and 2000, respectively.


NOTE 13.  SEGMENT INFORMATION

         The Company's primary operations are in a single business segment and
         substantially all assets and operations are located in the United
         States of America (see Note 1).

         The Company's sales to customers in the United States comprised 91% and
         87% in 2001 and 2000, respectively. Other customers are located
         principally in Canada and Ireland. Segment revenue is determined based
         on the country where the sale originates; accordingly, all sales are
         deemed to be in the United States.


NOTE 14.  COMMITMENTS

         The Company is currently constructing additional warehouse facilities
         at its Pennsylvania location. The overall project cost is anticipated
         to be $1.1 million. In connection with the project, in calendar year
         2001, the Company has recognized construction in progress costs of
         approximately $ 409,000, which approximates the stage of completion as
         of December 31, 2001. These costs are classified as fixed assets. The
         facility is expected to be completed in calendar year 2002.



NOTE 15.  SUBSEQUENT EVENTS

         On January 14, 2002, the Company entered into a share exchange
         agreement with Golden Hole, Inc. See Note 2.










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