<PAGE>

                                                                         PART I
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

          (X) Quarterly Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

               For the quarterly period ended September 30, 2002

          ( ) Transition Report Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

           For the transition period from ___________________________
                       to ________________________________

                         COMMISSION FILE NUMBER 0-30067

                           PVC CONTAINER CORPORATION
             ______________________________________________________
             (Exact name of registrant as specified in its charter)

                  Delaware                                 13-2616435
   _______________________________________         ____________________________
       (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                  Identification No.)

               2 Industrial Way West, Eatontown, New Jersey 07724
      ___________________________________________________________________
             (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code (732) 542-0060

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 ( )

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.

        Class                        Outstanding at September 30, 2002
_____________________            _________________________________________
Common $.01 par value                         7,042,393 shares

<PAGE>

                                                                         Part I

                                    CONTENTS

<TABLE>
<CAPTION>
                                                                          PAGE
                                                                           NO.
                                                                          -----
<S>                                                                       <C>

PART I.  FINANCIAL INFORMATION

         Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets-September 30, 2002 (Unaudited) and
             June 30, 2002                                                    3

         Consolidated Statements of Operations-Three Months Ended
             September 30, 2002 and 2001 (Unaudited)                          4

         Consolidated Statements of Cash Flows-Three Months Ended
             September 30, 2002 and 2001 (Unaudited)                          5

         Notes to Consolidated Financial Statement(Unaudited)                 6

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                        12

         Item 3.  Quantitative and Qualitative Disclosure About Market Risk  13

Part II. Other Information

         Item 4.  Controls and Procedures                                    14

         Item 6.  Exhibits and Reports on Form 8-K                           14

         Signatures                                                          15

         Certification                                                       16

         Additional Exhibits                                                 18
</TABLE>

<PAGE>

                                                                         Part I

                           PVC Container Corporation

                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                             SEPTEMBER           JUNE
                                                                              30, 2002         30, 2002
                                                                           -------------    -------------
                                                                           (Unaudited)
<S>                                                                        <C>              <C>
ASSETS
Current assets:
    Cash and cash equivalents                                              $     253,165    $     657,123
    Accounts receivable, net                                                  10,809,661       12,211,388
    Inventories, net                                                          11,336,958       10,935,003
    Prepaid expenses and other current assets                                  1,892,717        1,389,661
    Deferred income taxes                                                      1,282,169        1,728,068
                                                                           -------------    -------------
Total current assets                                                          25,574,670       26,921,243

Properties, plant and equipment at cost, net                                  30,525,882       30,557,983
Goodwill, net of accumulated amortization                                      3,296,298        3,296,298
Other assets                                                                     455,985          479,536
                                                                           -------------    -------------
                                                                           $  59,852,835    $  61,255,060
                                                                           =============    =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable                                                       $   8,056,285    $   7,736,570
    Accrued expenses                                                           3,725,177        3,443,970
    Income taxes payable                                                         137,648          913,548
    Current portion of long-term debt                                          3,229,342        2,992,644
                                                                           -------------    -------------
Total current liabilities                                                     15,148,452       15,086,732

Long-term debt                                                                24,659,529       25,922,049
Interest rate swap                                                               643,605          457,127
Deferred income taxes                                                          1,698,072        1,779,099

Stockholders' equity:
    Preferred stock, par value $1.00, authorized 1,000,000 shares,
        none issued
    Common stock, par value $.01, authorized 10,000,000 shares,
       7,044,655 shares issued as of September 30, 2002 and
       June 30, 2002                                                              70,446           70,446
    Capital in excess of par value                                             3,810,981        3,810,981
    Retained earnings                                                         14,206,272       14,407,697
    Accumulated other comprehensive loss                                        (379,727)        (274,276)
    Treasury stock, at cost (2,262 shares at September 30, 2002
       and June 30, 2002)                                                         (4,795)          (4,795)
                                                                           -------------    -------------
Total stockholders' equity                                                    17,703,177       18,010,053
                                                                           -------------    -------------
                                                                           $  59,852,835    $  61,255,060
                                                                           =============    =============
</TABLE>

See accompanying notes.

                                       3
<PAGE>

                                                                         Part I
                           PVC Container Corporation

                     Consolidated Statements of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED
                                                                                    SEPTEMBER 30
                                                                                 2002            2001
                                                                            -------------    -------------
<S>                                                                         <C>              <C>
Net sales                                                                   $  20,873,285    $  19,410,048

COST AND EXPENSES:
    Cost of goods sold (exclusive of depreciation and amortization
       expense shown separately below)                                         17,079,858       15,596,074
    Selling, general and administrative expenses                                2,277,619        2,388,805
    Depreciation and amortization                                               1,461,242        1,554,425
                                                                            -------------    -------------
                                                                               20,818,719       19,539,304
                                                                            -------------    -------------
Income (loss) from operations                                                      54,566         (129,256)

Other income (expense):
    Interest expense                                                             (482,795)        (622,059)
    Interest income                                                                     -           10,893
    Other income                                                                   86,830            7,650
                                                                            -------------    -------------
                                                                                 (395,965)        (603,516)
                                                                            -------------    -------------
Loss before benefit for income taxes                                             (341,399)        (732,772)

Benefit for income taxes                                                          139,974          249,142
                                                                            -------------    -------------
Net loss                                                                    $    (201,425)   $    (483,630)
                                                                            =============    =============

Net loss per share (basic and diluted)                                      $        (.03)   $        (.07)
                                                                            =============    =============

Weighted average number of shares of common stock
    used in computing basic and diluted net loss per share                      7,042,393        7,044,655
                                                                            =============    =============
</TABLE>

See accompanying notes.

                                       4

<PAGE>

                                                                         Part I
                           PVC Container Corporation

                     Consolidated Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                             THREE MONTHS ENDED
                                                                                 SEPTEMBER 30
                                                                             2002            2001
                                                                          -----------    -------------
<S>                                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                  $  (201,425)   $    (483,630)
Adjustments to reconcile net loss to net cash provided
    by operating activities:
       Depreciation and amortization                                        1,461,242        1,554,425
       Amortization of deferred financing costs                                19,127          (10,294)
       Deferred income taxes                                                  445,899         (145,858)
       Changes in assets and liabilities:
           Accounts receivable, net of allowances                           1,401,727        2,102,287
           Inventories                                                       (401,955)       1,297,503
           Prepaid expenses and other current assets                         (503,056)        (430,610)
           Other assets                                                         4,424          116,823
           Accounts payable and accrued expenses                              600,922         (565,786)
           Income taxes payable                                              (775,900)
                                                                          -----------    -------------
Net cash provided by operating activities                                   2,051,005        3,434,860

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures                                                       (1,429,141)        (340,134)
                                                                          -----------    -------------
Net cash used in investing activities                                      (1,429,141)        (340,134)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt                                                1,736,000
Payments of long-term debt                                                 (2,761,822)      (3,509,990)
                                                                          -----------    -------------
Net cash used in financing activities                                      (1,025,822)      (3,509,990)
                                                                          -----------    -------------

Net decrease in cash and cash equivalents                                    (403,958)        (415,264)
Cash and cash equivalents at beginning of period                              657,123          501,708
                                                                          -----------    -------------
Cash and cash equivalents at end of period                                $   253,165    $      86,444
                                                                          ===========    =============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid                                                             $   480,653    $     535,164
                                                                          ===========    =============

Income taxes paid                                                         $   635,925    $      48,770
                                                                          ===========    =============
</TABLE>

See accompanying notes.

                                       5

<PAGE>

                                                                         Part I

                           PVC Container Corporation

                   Notes to Consolidated Financial Statements

Note 1   Description of Business

         General

         PVC Container Corporation (the "Company") was incorporated in Delaware
         on June 14, 1968. The Company's major business activity consists of
         the manufacture and sale of a line of plastic bottles ("bottles")
         made from polyvinyl chloride ("PVC") compounds, high-density
         Polyethylene ("HDPE") polyethylene terephthalate ("PET') resins. The
         Company sells these bottles through Novapak Corporation ("Novapak")
         which is a wholly-owned subsidiary of the Company. Some of the HDPE
         bottles are fluorinated to improve the chemical resistance and
         barrier properties of the containers manufactured by the Company's
         wholly-owned subsidiary known as Airopak Corporation ("Airopak"). All
         of these bottles are used primarily for the packaging of cosmetics,
         toiletries, foods, household chemicals, lawn and garden and
         industrial chemical products.

         PVC compounds are used by the Company or sold to other plastic bottle
         manufacturers for the production of plastic bottles, which compete
         with those, produced by the Company. These PVC compounds are produced
         and sold through the Company's wholly-owned subsidiary, Novatec
         Plastics Corporation, Inc. ("Novatec"). During the last several
         years, the Company has made some progress in its efforts to diversify
         its PVC compound business. For example, the Company has developed and
         begun to sell several categories of specialty PVC compounds for
         non-bottle applications ("specialty compounds") including extruded
         profiles and accessories, furniture, molding and other indoor
         fixtures, and a variety of injection molded electrical and electronic
         housings (the "Company's targeted markets").

Note 2   Basis of Presentation

         The accompanying unaudited consolidated financial statements have been
         prepared in accordance with accounting principles generally accepted
         in the United States for interim financial reporting, pursuant to the
         rules and regulations of the Securities and Exchange Commission. In
         the opinion of the Company, the accompanying consolidated financial
         statements contain all

                                       6

<PAGE>

                                                                         Part I

                           PVC Container Corporation

             Notes to Consolidated Financial Statements (continued)

         adjustments (consisting of only normal recurring adjustments)
         necessary to present fairly the financial position as of September
         30, 2002, and the results of operations and cash flows for the three
         month periods ended September 30, 2002 and 2001.

         While the Company believes that the disclosures presented are adequate
         to make the information not misleading, it is suggested that these
         consolidated financial statements be read in conjunction with the
         financial statements and the notes included in the Company's annual
         report on Form 10-K for the fiscal year ended June 30, 2002.

         Diluted earnings per share are based on the average number of common
         shares outstanding during each period, assuming exercise of all stock
         options having exercise prices less than the average market price of
         the common stock using the treasury stock method.

         The accompanying consolidated financial statements include the
         accounts of PVC Container Corporation and its wholly-owned
         subsidiaries Novapac Corporation, Novatec Plastics Corporation,
         Marpac Industries, Inc., Airopak Corporation and PVC Container
         International Sales Corporation, a foreign sales company incorporated
         in the U.S. Virgin Islands on March 1, 1993. All intercompany
         accounts have been eliminated.

Note 3   Impact of Recently Issued Accounting Standards

         In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
         Retirement Obligations." This statement addresses financial
         accounting and reporting for obligations associated with the
         retirement of tangible long-lived assets and the associated asset
         retirement costs. The Company adopted this statement effective July
         1, 2002. The adoption of SFAS No. 143 did not have a material impact
         on the Company's financial position, results of operations or cash
         flows.

         In October 2001, the FASB issued SFAS No. 144, "Accounting for the
         Impairment or Disposal of Long-Lived Assets." SFAS No. 144
         establishes a single accounting model, based upon the framework
         established in SFAS No. 121, "Accounting for the Impairment of
         Long-Lived Assets and for Long-Lived

                                       7

<PAGE>

                                                                         Part I

                           PVC Container Corporation

             Notes to Consolidated Financial Statements (continued)

         Assets to be Disposed of," for long-lived assets to be disposed of by
         sale and addresses significant implementation issues. The Company
         adopted this statement effective July 1, 2002. The adoption of SFAS
         No. 144 did not have a material impact on the Company's financial
         position, results of operations or cash flows.

         In April 2002, the FASB issued Statement No. 145, Rescission of FASB
         Statements No. 4, 44 and 62, Amendment of FASB Statement No. 13 and
         Technical Corrections (FAS 145). For most companies, FAS 145 requires
         gains and losses on extinguishments of debt to be classified as
         income or loss from continuing operations rather than as
         extraordinary items as previously required under FAS 4. Extraordinary
         treatment is required for certain extinguishments as provided in APB
         Opinion No. 30. The statement also amended FAS 13 for certain
         sales-leaseback and sublease accounting. The Company adopted the
         provisions of FAS 145 effective May 15, 2002.

         In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
         Associated with Exit or Disposal Activities." SFAS No. 146 requires
         companies to recognize costs associated with exit or disposal
         activities when they are incurred rather than at the date of a
         commitment to an exit or disposal plan. This statement supersedes the
         guidance provided by the EITF Issue No. 94-3, "Liability Recognition
         for Certain Employee Termination Benefits and Other Costs to Exit an
         Activity (including Certain Costs Incurred in a Restructuring)." This
         statement is to be applied prospectively to exit or disposal
         activities initiated after December 31, 2002. Since this statement
         only affects the timing of the recognition of the liabilities to be
         incurred if an entity makes a decision to exit or dispose of a
         particular activity, the Company does not expect that the adoption of
         SFAS No. 146 will have a material impact on its financial position,
         results of operations or cash flows.

Note 4   In June 2001, the Financial Accountings Standards Board ("FASB")
         issued Statement of Financial Accounting Standards ("SFAS") No. 142,
         "Goodwill and Other Intangible Assets." SFAS No. 142 prohibits the
         amortization of goodwill and intangible assets with indefinite useful
         lives and requires that these assets be reviewed for impairment upon
         adoption with completion of testing within one year of adoption and
         at least annually thereafter. The Company, as required,

                                       8

<PAGE>

                                                                         Part I

                           PVC Container Corporation

             Notes to Consolidated Financial Statements (continued)

         adopted SFAS No. 142 beginning July 1, 2002. If the Company had
         adopted SFAS No. 142 in the beginning of fiscal 2002, net loss for
         the three month period ended September 30, 2001 would have decreased
         by approximately $48,000 ($.01 per share). Such amortization expense
         totaled $290,000 in fiscal 2002. The Company is testing goodwill,
         trademarks and intangibles for impairment using the two-step process
         prescribed in SFAS No. 142. The first step is a screen for potential
         impairment, while the second step measures the amount of impairment.
         The Company completed the first step of the initial required
         impairment tests of goodwill and intangibles and determined that no
         impairment exists as of the transition testing date.

Note 5   Inventories consist of:

<TABLE>
<CAPTION>
                                                     SEPTEMBER          JUNE
                                                      30, 2002        30, 2002
                                                   -------------    -------------
<S>                                                <C>              <C>
Raw materials                                      $   4,766,954    $   5,452,207
Finished goods                                         5,953,750        5,341,191
Reserves                                                (973,646)      (1,154,962)
                                                   -------------    -------------
                                                       9,747,058        9,638,436

Molds for resale, in production                        1,142,653          834,621
Supplies                                                 447,247          461,946
                                                   -------------    -------------
Total inventories                                  $  11,336,958    $  10,935,003
                                                   =============    =============
</TABLE>

Note 6   PNC Bank Agreement

         The Company entered into a $43,750,000 senior secured credit facility
         ("PNC Bank Agreement") with PNC Bank in August 2000. The credit
         facility is structured as a five year $25,000,000 senior revolving
         credit facility, a five year $12,183,000 senior term loan, a five
         year $4,192,000 standby letter of credit and a $2,000,000 capital
         expenditure line. The credit facility contains annual minimum equity
         and fixed charge coverage covenants which the Company was in
         compliance with at September 30, 2002.

                                       9

<PAGE>

                                                                         Part I
                           PVC Container Corporation

             Notes to Consolidated Financial Statements (continued)

         The Term Notes bear interest at LIBOR plus 300 basis points and the
         revolving line bears interest at LIBOR plus 250 basis points. The
         Company entered into interest-rate swap agreements to effectively
         convert a portion of the floating Term Note debt interest to a fixed
         rate. The $2 million capital expenditure line of credit bears
         interest at LIBOR plus 300 basis points. Borrowings under the PNC
         Bank Agreement totaled approximately $15.6 million at September 30,
         2002.

Note 7   The Company identifies its segments based upon differences in the
         types of products it sells. The Company currently has two reportable
         segments: Plastic Containers and Compound. The Plastic Containers
         segment manufactures custom designed PET, HDPE and PVC containers
         mainly for cosmetics, toiletries, foods, household chemicals, lawn
         and garden and industrial chemical products. The Compound segment
         manufactures PVC compound for use by the Company as well as external
         customers. The external use of the PVC compound is for extruded
         profiles and accessories, furniture, molding and other indoor
         fixtures, and molded electrical and electronic housings.

         The reportable segments are each managed separately due to the
         different manufacturing processes used and the different strategic
         markets in which each segment operates. The Company evaluates each
         segment's performance based on profit or loss from operations before
         income taxes. The accounting policies for the reportable segments are
         the same as those for the Company. Intersegment sales and transfers
         are recorded at market prices. Information on segments and a
         reconciliation to consolidated total are as follows:

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                 SEPTEMBER 30
                                                            2002              2001
                                                       ------------------------------
<S>                                                    <C>              <C>
Net revenues:
   Company total                                       $   6,182,470    $   5,395,519
   Intersegment revenue - Compound                        (1,872,711)      (1,799,086)
                                                       ------------------------------
   Revenues from external customers - Compound             4,309,759        3,596,433
   Plastic Containers                                     16,563,526       15,813,615
                                                       ------------------------------
Total consolidated net revenues                        $  20,873,285    $  19,410,048
                                                       ==============================
</TABLE>

                                       10

<PAGE>

                                                                          Part I
                           PVC Container Corporation

             Notes to Consolidated Financial Statements (continued)

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                SEPTEMBER 30
                                                            2002             2001
                                                       ------------------------------
<S>                                                    <C>              <C>

Net income (loss):
   Compound                                            $     221,953    $     229,464
   Plastic Containers                                       (423,378)        (713,094)
                                                       ------------------------------
Total consolidated net loss                            $    (201,425)   $    (483,630)
                                                       ==============================

Total assets:
   Compound                                            $   6,175,064    $   6,789,829
   Plastic Containers                                     53,677,771       56,879,193
                                                       ------------------------------
Total consolidated assets                              $  59,852,835    $  63,669,022
                                                       ==============================
</TABLE>

Note 8   Comprehensive Loss

         The following table sets forth comprehensive loss for the three month
         periods ended September 30, 2002 and 2001:

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                                SEPTEMBER 30
                                                           2002               2001
                                                       ------------------------------
<S>                                                    <C>                <C>

Net loss                                               $  (201,425)       $  (483,630)
Unrealized loss on interest rate swap, net of
  taxes                                                   (105,451)          (118,769)
                                                       ------------------------------
Comprehensive Loss                                     $  (306,876)       $  (602,399)
                                                       ==============================
</TABLE>

                                       11

<PAGE>

                                                                          Part I
                           PVC CONTAINER CORPORATION

Item 2:  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

RESULTS OF OPERATIONS

Net sales for the three month period ended September 30, 2002 were $20,873,000
as compared to $19,410,000 for the three month period ended September 30, 2001,
representing an increase of approximately 7.5%. The increase in revenue compared
to the prior year was due to the increased demand in both the Company's plastic
container and compound segments by 4.7% and 19.8% respectively for the three
months ended September 30, 2002.

Cost of goods sold for the three months ended September 30, 2002 was $17,080,000
or 81.8% of net sales as compared to $15,596,000 or 80.4% of net sales for the
three months ended September 30, 2001. This increase is mainly attributed to
lower margins in the bottle segment caused by increased material costs and
expenses associated with the start up of new capacity. Margins remained constant
within our compound segment.

Selling, General and Administrative expenses ("SG&A") decreased by $111,000 in
the first quarter of fiscal 2003 compared to the same period in the prior year.
For the quarter ended September 30, 2002, SG&A expenses were $2,278,000 or 10.9%
of net sales, as compared to $2,389,000 or 12.3% of net sales for the quarter
ended September 30, 2001. This decrease is mainly attributed to reduced
personnel costs in both our marketing and administrative function through
reorganization to increase efficiencies in both areas.

Depreciation and Amortization expense decreased to a level of $1,461,000 for the
three months ended September 30, 2002 as compared to $1,554,000 for the three
month period ended September 30, 2001. The primary cause for the reduction
during the quarter ended September 30, 2002 is the effect of certain
manufacturing assets becoming fully depreciated in the current fiscal year, and
the non-amortization of goodwill provision in accordance with the adoption of
SFAS 142.

Income from operations increased $184,000 during the three month period ended
September 30, 2002 as compared to the same period a year ago. For the three
month period ended September 30, 2002, income from operations was $55,000 or .3%
of net sales as compared to a net loss from operations of $(129,000) or (.07%)
of net sales for the three month period ended September 30, 2001. The increase
in operating income is principally the result of reduced depreciation and SG&A
expenses along with continued emphasis on cost containment and reductions in
manufacturing overhead.

Net interest expense decreased $139,000 for the quarter ended September 30, 2002
as compared to the same quarter last year. This decrease is attributable to
lower interest rates and reduced borrowings for working capital requirements.

Net loss for the quarter ended September 30, 2002 decreased to $(201,000) or
$(.03) on a diluted earnings per share basis as compared to $(484,000) or $(.07)
on a diluted earnings per share basis for the same period a year ago.

                                       12

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Because management generally does not monitor liquidity and capital resources on
a segment basis, this discussion is presented on a consolidated basis.

The Company's liquidity position and working capital remain adequate for the
three month period ended September 30, 2002. Working capital at September 30,
2002 decreased $1,408,000 to $10,427,000 compared to $11,835,000 as of June 30,
2002. The current ratio of assets to liabilities decreased from 1.8 to 1.7 at
September 30, 2002 primarily attributed to reduced levels of accounts
receivable.

For the three month period ended September 30, 2002, the Company generated net
cash from operating activities of $2,051,000 and $1,736,000 from proceeds from
additional long term debt. These funds were primarily used to acquire capital
assets of $1,429,000, and reduce long term debt by $2,762,000.

Cash provided from inventories during the three month period ended September 30,
2002 was $402,000, an increase of $1,700,000 from the corresponding period of
the prior year. This increase is primarily attributed to increased production in
the first quarter of fiscal 2003 related to anticipated additional backlog of
sales for the ensuing quarters.

Cash provided from accounts payable and accrued expenses during the three month
period ended September 30, 2002 was $601,000, an increase of $1,200,000 from the
corresponding period of the prior year. This increase is primarily related to
the increased inventory discussed above.

Cash used for income taxes during the three month period ended September 30,
2002 was $776,000, representing the Company's estimated tax prepayments for
fiscal 2003.

Net assets held for sale totaled approximately $500,000. During fiscal 2002, the
Company reduced the carrying value of such assets to reflect the estimated fair
value less disposal costs. Management expects to sell this facility and receive
proceeds which will approximate the carrying value during fiscal 2003.

The Company's short term liquidity and short term capital resources are adequate
for timely payment to trade and other creditors. The Company's sources of credit
are sufficient to meet its working capital and capital needs in the foreseeable
future. At September 30, 2002, the Company had unused sources of liquidity
consisting of cash and cash equivalents of $253,000 and the availability of the
unused credit under a revolving credit facility of $8,947,000.

The Company utilizes its revolving loan facilities for seasonal working capital
needs and for other general corporate purposes. Amounts available under the
Company's revolving loan facilities in excess of its seasonal working capital
needs are available to the Company to pursue its growth strategy and for other
permitted purposes.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

Market risks relating to our operations result primarily from changes in
interest rates. Interest rate pricing transactions are used only to the extent
considered necessary to meet our objectives. We do not utilize derivative
financial instruments for trading or other speculative purposes.

Interest Rate Risk

                                       13

<PAGE>

Our interest rate risk management objective is to limit the impact of interest
rate changes on our net income and cash flow and to lower our overall borrowing
cost. We manage our exposure to interest rate fluctuations in our variable rate
swap agreements. These agreements effectively convert interest rate exposure
from variable rates to fixed rates of interest. We have entered into these
agreements with banks under our senior secured credit facility.

PART II - OTHER INFORMATION

Item 4:  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company has conducted an evaluation of the effectiveness of its disclosure
controls and procedures as defined in Rule 13a-14 under the Securities Exchange
Act of 1934, as of a date (the "evaluation date") within ninety (90) days prior
to the filing date of this report. Based upon that evaluation, the Company, as
of the evaluation date, believes disclosed controls and procedures were
effective in ensuring that all material information relating to the Company,
including its consolidated subsidiaries, required to be filed in this quarterly
report has been made known in a timely manner.

Changes in Internal Controls

There have been no significant changes made in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to the evaluation date.

Item 6:  Exhibits and Reports on Form 8-K

(a)      Exhibits

         99.1  Certification of Phillip L. Friedman, President, Chief Executive
         Officer, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002

         99.2  Certification of Jeffrey A. Shapiro, Senior Vice President, Chief
         Financial Officer, pursuant to 18 U.S.C. Section 1350, as Adopted
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)      Reports on Form 8-K

         Report on Form 8-K was filed by the Registrant during the three months
         ended September 30, 2002: Certification of the Chief Executive Officer
         and the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350,
         as adopted pursuant to Section 96 of the Sarbanes-Oxley Act of 2002.

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<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: November 12, 2002                    PVC Container Corporation
                                           /s/ Phillip L. Friedman
                                           Phillip L. Friedman
                                           President and Chief Executive Officer

                                       15

<PAGE>

                                 CERTIFICATIONS
                  Certification of Principal Executive Officer

I, Phillip L. Friedman, President, Chief Executive Officer of PVC Container
Corporation, certify that:

1)       I have reviewed this quarterly report on Form 10-Q of PVC Container
         Corporation;

2)       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3)       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

4)       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
         and we have:

a)       designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly
         report is being prepared;

b)       evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

c)       presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based
         on our evaluation as of the Evaluation Date;

5)       The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent function);

a)       all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

b)       any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

6)       The registrant's other certifying officers and I have indicated in
         this quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent
         evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.

/s/  Phillip L. Friedman

Name:  Phillip L. Friedman
Title: President and Chief Executive Officer
Date:  November 12, 2002

                                       16

<PAGE>

                                 CERTIFICATIONS
                       Certification of Financial Officer

I, Jeffrey A. Shapiro, Senior Vice President and Chief Financial Officer of PVC
Container Corporation, certify that:

6)       I have reviewed this quarterly report on Form 10-Q of PVC Container
         Corporation;

7)       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

8)       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

9)       The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
         and we have:

d)       designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this quarterly
         report is being prepared;

e)       evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

f)       presented in this quarterly report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

10)      The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of the registrant's board of directors (or persons
         performing the equivalent function);

c)       all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and

d)       any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls; and

11)      The registrant's other certifying officers and I have indicated in
         this quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent
         evaluation, including any corrective actions with regard to
         significant deficiencies and material weaknesses.

/s/ Jeffrey A. Shapiro
Name: Jeffrey A. Shapiro
Title: Senior Vice President and Chief Financial Officer
Date: November 12, 2002

                                       17