SECURITIES AND EXCHANGE COMMISSION
            Washington, DC  20549

                 FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended FEBRUARY 28, 2003

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

       Commission file number 0-17741

                EPOLIN, INC.
(Name of Small Business Issuer in Its Charter)

New Jersey                                        22-2547226
(State or other jurisdiction                (I.R.S. Employer
of incorporation or                           Identification
organization)                                        Number)

358-364 Adams Street
Newark, New Jersey                                     07105
(Address of principal                             (Zip Code)
executive offices)

Issuer's telephone number, including area code:  (973) 465-9495

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

Securities registered under Section 12(g) of the Exchange Act:
Common Stock (no par value)

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 there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B  not 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:
$2,691,497

As of February 28, 2003, the aggregate market value of the Common
Stock held by non-affiliates of the Issuer (6,093,655 shares) was
approximately $3,626,000.  The number of shares outstanding of the
Common Stock (no par value) of the Issuer as of the close of
business on February 28, 2003 was 11,886,855 (excluding 679,645
treasury shares).

Documents Incorporated by Reference:  None

<PAGE>

               PART I

Item 1.        Description of Business.

Introduction

     Epolin, Inc. ("Epolin" or the "Company") is a
manufacturing and research and development company which was
incorporated in the State of New Jersey on May 8, 1984.  The
Company is principally  engaged in the commercial development,
production and sale of near infrared dyes to the optical
industry for laser protection, for welding, for security inks
and other dye applications as well as specialty chemicals.  Its
principal offices are located at 358-364 Adams Street, Newark,
New Jersey 07105 and its telephone number is (973) 465-9495.
The Company's web-site can be accessed at www.epolin.com.

     The Company's wholly-owned subsidiary, Epolin Holding
Corp. ("Epolin Holding"), was incorporated in the State of New
Jersey as a real estate holding company.  Epolin Holding became
a wholly-owned subsidiary in January 1998.

     Since completion of the Company's public offering in
1989, the Company's revenues had been primarily generated
through the synthesis and sale of specialty organic chemical
products. Building upon this base, the Company singled out near
infrared dye technology as a most promising product line and has
emphasized the development, manufacture and sale of these dyes
to the optical industry, as well as other specialty chemical
products.  It sells its dyes primarily to lens manufacturers who
serve as the suppliers to the laser protection eyewear market
and the welding market.

     The Company believes that its future lies with dye
technology and is formulating long range plans to exploit new
applications for both the near infrared dyes as well as other
dyes. Paralleling the growth of the dye business, the Company
has maintained a level of production and sales of specialty
products made on a custom basis. These include additives for
plastics, thermochromic materials for use in paints as well as
other specialty chemicals made in low volume to sell at prices
that reflect the value of the product.  The Company does not,
however, expect its specialty chemical business to grow.   It
has instead made a strong research and development commitment to
the growth of the specialty dye business and products which use
the dyes such as security inks.

     Unless the context otherwise requires, all references
herein to the "Company" refer to Epolin, Inc. and its
consolidated subsidiary, Epolin Holding Corp.

Infrared Dyes

     The Company's business is heavily weighted towards the
development, manufacture and sale of near infrared dyes.
Applications for these dyes cover several markets which are
discussed in the following subsections.

     Dyes for Laser Protection

     The Company has sold near infrared dyes since 1990 to
customers who manufacture and sell eyewear to protect personnel
from the harmful effects of laser light. In the first stages of
the Company's marketing efforts, the Company sold dyes that had
a special capability to absorb the emissions of the neodynium-
YAG laser. This laser was and is used by the military for range
finders carried by tanks. Following the Company's success in
selling dyes for military usage, new markets were developed
selling to manufacturers of safety eyewear for personnel who
worked with lasers or were exposed to very strong  sources of
infrared  radiation.

<PAGE>

     Dyes for Welding

     The Company sells dyes into a market that requires the
use of absorptive dyes for face shields, helmets and goggles to
protect personnel from the harmful effects of radiation from
welding. Nationally prescribed specifications now state that
welding shields must absorb specific levels of the infrared
generated by the welding arc in order to protect personnel from
eye damage. The specifications have come about because a number
of studies had shown that excessive infrared  radiation can
cause the development of premature cataracts. Thus, for
different levels of  protection, a specific reduction of
ultraviolet, visible and infrared emissions are now required. As
a result, the Company now offers a line of dyes for welding
that  absorb the entire range of welding radiation.  Management
believes many welding customers and potential customers are
attracted to the Company's dyes because they had been tied to
dye suppliers who would only sell the dyes if the customer were
to purchase the suppliers resin or formulated resin. Freedom to
formulate any resin and do in plant injection molding of lenses
or shields, has significant cost implications for these
customers. The availability of the Company's dyes has allowed
the Company to gain new customers. The Company expects to see
this welding market grow in the future not only because of
increased sensitivity to the health effects of conventional
welding methods but also because of the increasing use of lasers
for welding. These instruments will require closer monitoring
for exposure of personnel to laser light but will also require
personnel peripheral to the welding operation to be protected.

     Dyes for Security Inks

     Certain of the near infrared dyes absorb very little of
the visible spectrum. These can be used at low concentration in
inks and paints and cannot be easily detected. However, when
viewed by reflection of an infrared laser or lamp, the presence
of dye is easily seen as a black marking. Mechanical "readers"
can be used to detect the presence of dyes by responding with a
simple "go, no-go" signal.  Recently, the Company embarked upon
the development of security inks.  It has successfully
introduced silk screen inks to the marketplace that management
believes can be used for labels, official documents and credit
cards.  The first step towards vertical integration and
diversification of the product line has been taken with the
introduction of near infrared dyes in security inks.  The
initial sales have been for silk screen inks used in credit
cards.  Management anticipates that this  will be followed by
security jet inks and water based inks.  Management believes
that the industrial security and currency marking is
potentially a large volume application for these dyes.  No
assurance can be given that the Company will be able to
successfully develop this market.

     Dyes for Filters

     A smaller market exists for filters that block certain
frequencies in the near infrared and visible spectrum. Most of
the inquiries come from instrument makers who use glass filters
containing rare earth oxides. These filters are expensive and
are subject to chipping, shattering and other breakage.
Management believes the use of a clear plastic filter containing
the Company's dyes would lower cost and increase reliability.
This high value added market is under development.  No assurance
can be given that the Company will be able to successfully
develop this market.

     Dyes for Sun Protection

     There have been various reports that near infrared
radiation causes slow but long term damage to the eye leading to
premature cataracts.  Certain customers incorporate the
Company's dyes into premium sunglasses to sell at premium
pricing.  An additional value in sunglasses containing near
infrared dyes is that

<PAGE>

there is a noticeable heat reduction on
the eye which allows long term use in the sun.  Management
believes that this reduces problems associated with discomfort
due to perspiration around the eye.

     Dyes for Heat Shields

     It has been shown in experimental and theoretical studies
that a window containing near infrared dyes is capable of
reducing the internal heat load of a structure by 40 to 50
percent. This type of  application of infrared dyes is reported
in use for sun roofs of automobiles in Japan. The specific
advantage offered by near infrared dyes is heat reduction
coupled with good visible transparency. This allows high
visibility while, at the same time, effectively blocking the
frequencies responsible for transporting heat. Management
believes near infrared dyes can be effectively used in a wide
variety of applications  as heat shields.  The Company has set
its sights on this potential market by initiating research and
development studies leading to dyes or dye combinations that
can meet the tight requirements demanded by this market. Of
particular concern to the Company is the need for  long term
performance which, at a minimum, requires a working lifetime of
seven years exposure to  direct sunlight. By developing dyes of
greatly improved thermal and ultraviolet stability, the Company
believes it can meet the long term exposure requirements for
heat shields.  The Company further believes that of particular
importance is the ability of these new dyes to be used in the
manufacture of extruded engineering plastic products.  Known
near infrared dyes do not possess the thermal stability to
survive processing of large extruded structures.  The Company
believes that it can demonstrate that these new dyes offer a
greater degree of freedom in plastics processing and that this
can represent an important developing market.  No assurance can
be given, however, that the foregoing can be demonstrated, or if
demonstrated, that the Company will be able to successfully
develop this market.

     Dyes for Interlayer and Laminates

     One of the most abrasion resistant surfaces is that of
glass.  The Company has found that the interlayer used for glass
to glass laminates can incorporate dyes and bond to the glass
strongly.  These laminated glass structures can perform like the
plastic heat shields described above.  The Company believes that
such laminated glass structures have the added advantage of
abrasion resistance and in automotive applications, are shatter-
proof.  The Company is pursuing markets for laminates as
shatter-proof windshield and sun roofs.  No assurance can be
given that the Company will find a successful developer in this
market.

Specialty Chemical Products

     Although the Company is heavily engaged in the
manufacture and sale of dyes, the Company continues to maintain
a level of production and sales of specialty products made on a
custom basis. Such specialty chemical business, which does not
represent greater than 10% of reported profits or losses of the
Company, involves the preparation and sale of a variety of
specialty chemical products on behalf of companies that sell
into the adhesives, plastics, aerospace,  pharmaceutical and
flavors and fragrance industries.  The Company's products
primarily serve as intermediates, additives and process aids for
complex chemical formulations. The Company markets its products
to other companies who are in need of low level quantities of
unique chemicals which provide specialized functions and are
necessary elements in complex chemical mixtures manufactured by
the Company's respective customers.  The Company sustains this
business because its customers find it economically inefficient
to manufacture such low volume specialty chemicals for their own
use. Raw materials utilized in connection with the preparation
of specialty chemical products are either available from
chemical suppliers or made by the Company in its own facilities.

<PAGE>

     This part of the Company's business is manufactured on an
individual basis to meet each customers respective needs.
Presently, the Company provides products used as components in
plastics, process aids, adhesives and coatings, flavors and
odorant mixtures, pharmaceutical and medical products and
aerospace materials.

Effect of Compliance With Government Regulation

     Manufacturers of chemical products are subject to
extensive Federal and State environmental regulations. Although
the Company believes that its manufacturing processes do not
result in the emission of volatile organic vapors into the
atmosphere, and that the Company is not  in violation of any
State or Federal environmental regulations, the Company is
required to comply with such regulations with respect to
manufacture, storage and/or disposal of toxic materials. To the
Company's knowledge, it is in compliance with present
regulations.  However, no assurances can be given that future
regulations will not be adopted, compliance with which will
result in substantial expense to, and otherwise adversely affect
the Company's business. In addition, the Company is subject to
the State of New Jersey Industrial Site Recovery Act (ISRA),
which, among other requirements, requires the Company to obtain
prior approval before relocating its facilities or consummating
a transaction that would result in a change in control of the
Company. The Company's facilities are subject to inspection to
ascertain whether the Company has complied with State
environmental regulations.  While the Company believes it has
complied with such regulations, there can be no assurance that
the Company will not be required to incur expenses to remedy any
future environmental violations discovered. The Company
registers all new and proprietary products with the Toxic
Substances Control Agency (TSCA) which is required in order for
the Company to offer for sale any new chemical product.  No
assurances can be given that such registrations will be approved
for any new product.

     During the years ended February 28, 2003 and 2002, the
Company expended approximately $27,700 and $27,400,
respectively, for compliance with environmental laws.  Actual
costs to be incurred in future periods may vary from the
foregoing costs, given inherent uncertainties in evaluating
environmental exposures. Subject to the imprecision in
estimating future environmental costs, the Company does not
expect that any sum it may have to pay in connection with
environmental matters would have a materially adverse effect on
its financial condition or results of operations in any one
year.

Sources and Availability of Raw Materials

     The Company purchases chemicals from several large
chemical manufacturers and then further processes them into its
saleable products.  Although the Company limits itself to a
relatively small number of suppliers, it is not restricted to
such suppliers, and Management believes the availability to such
raw materials is widespread. During the year ended February 28,
2003, no significant difficulties were encountered in obtaining
adequate supplies of  raw materials.

Research and Development

     The Company has made a commitment of resources to
research and development for new dyes and for improvement of the
Company's capability to provide technical services to its dye
customers. In this regard, the Company has undertaken a dye
synthesis effort to develop and produce dyes with greatly
improved thermal stability.  These dyes are now a part of the
Company's product line and sales have started to grow.  There is
available to the Company the plastic processing equipment
similar to that used by the Company's customers to extrude and
injection mold plastic-dye formulations. Management expects that
this

<PAGE>

will allow the Company to better understand its customer's
problems and to design solutions.

     During the years ended February 28, 2003 and 2002, the
amounts  spent on research and development activities were
approximately $292,000 and $237,000, respectively.  All research
and development costs are borne by the Company.

Competition

     The Company generally experiences, in management's
opinion, limited competition in all areas of its business from
some companies many of which are larger and better financed.  At
the present time, however, the Company believes that it has a
unique position as a supplier of near infrared dyes. Management
believes that the only other suppliers of these dyes use them as
a vehicle to sell other products.  Management believes that
these companies will only sell the dye to purchasers of their
resins or to those who buy their formulated resin or their
finished lenses. Such companies do not sell the pure dye which
is done by the Company. Insofar as the major profit incentive
comes from the manufacture and sale of finished product,
Management believes those companies that have the capability to
formulate dyes in resin and injection mold the formulated resin,
have a strong incentive to purchase the dye without any other
requirements.  However, in the future, other dye manufacturers
may change their policy and sell dye directly.  This will
present the Company with a challenge to its pricing structure.
However, because of the Company's low overhead, it is believed
that such a challenge can be met successfully.

     The Company has also invested resources in improved
processes for the manufacture of dyes so that the Company can
consider itself a low cost producer. The research and
development program has introduced a new family of near infrared
dyes that show a marked improvement in thermal and light
stability over existing dyes. The Company believes that this new
family of dyes will allow it to maintain a strong position as a
dye supplier for laser safety and welding  optical wear.

Technological Obsolescence

     The chemical and plastics industry is characterized by
rapid technological changes. Although the near infrared dyes
that form the major portion of the Company's product line have
been used in protective eyewear since 1976, the field has proven
to be an active one for other applications and the Company must
anticipate competition to develop.  To remain competitive, the
Company has committed itself to make capital investments to
maintain its position as a key dye supplier in this field. There
can be no assurance that the Company's dye technology will not
be rendered less competitive, or obsolete, by the development by
others of new methods to achieve laser safety and other forms of
eye protection.  Furthermore, to remain competitive, the Company
may be required to make large, ongoing capital investments to
develop and produce dyes at competitive prices. There is no
assurance that can be given that the funds for such investments
will be available to the Company.

Patents and Proprietary Protection

     The Company does not rely upon patents for protection of
its dye business. It has, however, patented a class of dyes that
it developed.  In connection therewith, a patent was granted by
the U.S. Patent Office (U.S. Patent 5,686,639) for a new class
of quinone diimmonium salts in November 1997.  Other patent
disclosures may be submitted in the future.  No assurance can be
given that other patents with regard to the foregoing will be
issued. The Company has allowed its patent position on two
patents it owns on Expanding

<PAGE>

Monomers to lapse by not paying the
maintenance fees. This will have no material impact on the
Company's business since the Company decided previously to
curtail the development of this technology.  The Company intends
to continue to evaluate the need for a patent program on new
dyes, especially in those instances where composition of matter
claims can be obtained. There can be no assurance that these
patents will be of commercial benefit to the Company, or
otherwise offer the Company protection from competing products.
Although the issuance of a patent entitles the owner to a
statutory presumption of validity, the presumption is not
conclusive as to validity or the scope of enforceability  of the
claims therein. The enforceability and validity of a patent can
be challenged by litigation after its issuance and, if the
outcome of litigation is adverse to the owner of the patent,
other parties may be free to use the subject  matter covered by
the patent. Moreover, the cost of defending these patents
against infringement could require substantial expenditures
which the Company may decide it is unable to afford. In
addition, persons or entities may have filed patent applications
and may have been issued patents on inventions or otherwise
possess proprietary rights to technologies potentially useful to
the Company. There can be no assurance that others may not
independently develop the same, similar or alternative
technologies or otherwise obtain access to the Company's
proprietary technologies.

Sales

     A material portion of the Company's business is dependent
on certain domestic customers, the loss  of which could have a
material effect on operations.  During the year ended February
28, 2003, approximately 52.6% of sales were to four customers.
Three of these customers, located in the Eastern United States,
comprised 43.4% of sales for the year ended February 28, 2003.
During the year ended February 28, 2002, approximately 57.6% of
sales were to four customers.  Three of these customers, located
in the Eastern United States, comprised 40.1% of sales for the
year ended February 28, 2002.

Employees

     The Company presently employees eight persons on a full
time basis.  The Company's employees are not represented by
labor unions.

Forward-Looking Statements

     This Form 10-KSB contains certain forward-looking
statements and information that reflect the Company's
expectations about its future operating results, performance and
opportunities that involve substantial risks and uncertainties.
When used in this Form 10-KSB, the words "anticipate",
"believe", "estimate", "plan", "intend" and "expect" and similar
expressions, as they relate to Epolin, Inc. for its management
are intended to identify such forward-looking statements.  These
forward-looking statements are based on information currently
available to the Company and are subject to a number of risks,
uncertainties, and other factors that could cause the Company's
actual results, performance, prospects and opportunities to
differ materially from those expressed in, or implied by, these
forward-looking statements.  Factors that could cause or
contribute to such differences include, but are not limited to,
the following:

     -    Our operating results may fluctuate because of a
number of factors, many of which are beyond our control.  Some
of these factors that affect our results but which are difficult
to control or predict are: the reduction, rescheduling or
cancellation of orders by customers whether as a result of
slowing demand for our products, stockpiling of our products or
otherwise; fluctuations in the timing and amount of customer
requests for product shipments; fluctuations in product life
cycles; changes in the mix of products that our

<PAGE>

customers buy;
competitive pressures on selling prices; the ability of our
customers to obtain products from their other suppliers; and
general economic conditions.

     -    Our customers are concentrated, so the loss of
one or more key customers could significantly reduce our
revenues.  In fiscal 2003, approximately 52.6% of our revenues
were from four customers.  The loss of any of these customers
could have a material adverse effect on the Company.

     -    The chemical and plastics industry is
characterized by rapid technological changes, so our success
depends heavily on our ability to develop and introduce new
products.

     -    Although the Company generally experiences, in
management's opinion, limited competition in all areas of its
business, there are other dye companies many of which are larger
and better financed. Such companies do not, however, sell the
pure dye which is done by the Company.  In the future, other dye
manufacturers may change their policy and sell dye directly.
This will present the Company with a challenge to its pricing
structure.

     -    Manufacturers of chemical products are subject to
extensive Federal and State environmental regulations.

     -    Patents and Proprietary Protection.  The Company
does not rely upon patents for protection of its dye business.
There can be no assurance that others may not independently
develop the same, similar or alternative technologies or
otherwise obtain access to the Company's proprietary
technologies.

     -    Sources and Availability of Raw Materials.   The
Company purchases chemicals from several large chemical
manufacturers and then further processes them into its saleable
products.  Although the Company limits itself to a relatively
small number of suppliers, it is not restricted to such
suppliers, and Management believes the availability to such raw
materials is widespread.  Nevertheless, there can be no
assurance that raw materials will continue to be easily
obtainable.  Any difficulty in obtaining raw materials would
have a material adverse effect on the Company's business.

     -    We are dependent on key personnel.  Due to the
specialized nature of our business, our success depends in part
upon attracting and retaining the services of qualified
managerial and technical personnel.

     -    Our stock price may experience volatility.  The
market price of the Common Stock, which currently is listed in
the OTC Bulletin Board, has, in the past, fluctuated over time
and may in the future be volatile.   The Company believes that
there are a small number of market makers that make a market in
the Company's Common Stock.  The actions of any of these market
makers could substantially impact the volatility of the
Company's Common Stock.

     Except as required by the Federal Securities Law, the
Company does not undertake any obligation to release publicly
any revisions to any forward-looking statements to reflect
events or circumstances after the date of this Form 10-KSB or
for any other reason.

Item 2.        Description of Property.

     The Company presently occupies approximately 19,500
square feet of manufacturing, warehouse and

<PAGE>

administrative space
in Newark, New Jersey which property the Company has occupied
since June 1989.  In October 1996, Epolin Holding Corp. ("Epolin
Holding"), a company formed by Dr. Cohen and Mr. Ivchenko,
purchased the property for the sum of $450,000.   Simultaneously
with the closing, the Company entered into substantially similar
leasing arrangements with Epolin Holding as then existed with
the former owner of the property.  Such new lease, effective
November 1, 1996, was for a term of five years with three five
year options with annual rent of $97,740 subject to annual
adjustments based on increases in the Consumer Price Index.  The
first five year option has been exercised which has extended the
lease to October 31, 2006.   Such  rent  includes  real estate
taxes and insurance expenses.  In January 1998, Epolin Holding
became a wholly-owned subsidiary of Epolin.

     Effective November 1, 2002, the Company began to sublease
approximately 2,500 square feet of its space to a non-related
party to operate an optics and security inks laboratory at an
annual rent of $36,000.  Such sublease is for an initial term of
five years with one five year option.  Under the terms of the
sublease, the subtenant has also agreed to reimburse the Company
for all costs and expenses incurred by the Company for
improvements made to the subleased premises in excess of
$75,000.  The excess amount shall be paid at a rate of $2,500
per month (beginning November 1, 2002) with interest at 6% per
annum until the full amount has been paid.  In conjunction with
the sublease, the parties entered into a separate product
development and consulting agreement whereby the subtenant has
agreed to develop inks and products for the Company as the
parties may agree and render other consulting advice from time
to time.  In addition, the subtenant has been given the non-
exclusive right to solicit orders from new customers for the
Company's products.  Such agreement may be terminated by either
party on 30 days written notice to the other.

Item 3.        Legal Proceedings.

     In December 2000, two individuals (each a former director
and former employee of the Company) instituted suit in the
Superior Court of New Jersey, Bergen County-Law Division,
against the Company and the other directors of the Company
alleging claims pursuant to their past employment as well as a
derivative claim, as minority stockholders.  Such claims
included breach of contract, civil rights, age discrimination,
wrongful termination, infliction of emotional distress and a
shareholder derivative claim.  Subsequent to the end of fiscal
2003, the Company reached an agreement in principle to settle
the lawsuit. The settlement terms include a lump sum payment to
the plaintiffs  in the amount of $312,000.  The Company's
insurance company has tentatively agreed to contribute
approximately $125,000 towards the settlement and the Company
will contribute the balance.  In addition, the Company will buy
back 126,500 shares owned by one of the plaintiffs for the
aggregate amount of $69,575 ($0.55 per share).  Although the
Company has denied and continues to deny all claims asserted in
the lawsuit, Management has determined, in conjunction with
advice of counsel, that it is in the best interests of the
Company and its stockholders to settle the action on the terms
as proposed taking into account various factors including the
uncertainty and risks inherent in any litigation.  Although the
definitive settlement agreement has not yet been signed, the
Company expects that it will be finalized and signed in the
current fiscal quarter or soon thereafter.  The Company does not
believe that the terms of the settlement will likely have a
material adverse effect on its results of operations, financial
position or cash flows.

     Other than the foregoing matter, there are no other
material pending legal proceedings to which the Company is a
party or to which any of its property is subject.

<PAGE>

Item 4.        Submission of Matters to a Vote of Security
               Holders.

     No matter was submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security
holders.

                   PART II

Item 5.        Market for Common Equity  and Related Stockholder
               Matters.

     (a)  Market Information.

     The Company's Common Stock is presently being traded in
the over-the-counter market under the symbol "EPLN" and is
listed on the OTC Bulletin Board.  The following chart sets
forth the range of the high and low bid quotations for the
Company's Common Stock for each period indicated.  The
quotations represent prices between dealers and do not include
retail markups, markdowns, commissions or other adjustments and
may not represent actual transactions.

      Period                              Bid Prices

Fiscal year ended February 28, 2002:    High       Low

March 1, 2001 to May 31, 2001           $.42      $.14
June 1, 2001 to Aug. 31, 2001           $.47      $.25
Sept. 1, 2001 to Nov. 30, 2001          $.51      $.30
Dec. 1, 2001 to Feb. 28, 2002           $.85      $.53

Fiscal year ended February 28, 2003:    High       Low

March 1, 2002 to May 31, 2002           $.80      $.55
June 1, 2002 to Aug. 31, 2002           $.70      $.59
Sept. 1, 2002 to Nov. 30, 2002          $.69      $.45
Dec. 1, 2002 to Feb. 28, 2003           $.69      $.46

     (b)  Holders.

     As of February 28, 2003, there were approximately 305
stockholders of record of the Company's Common Stock.  This does
not reflect persons or entities that hold their stock in nominee
or "street name".

     (c)  Dividends.

     During the fiscal year ended February 28, 2003, the
Company paid two cash dividends, the first being $.04 per share
in July 2002 and the second being $.03 per share in January
2003.  During the fiscal year ended February 28, 2002, the
Company also paid two cash dividends, the first being $.03 per
share in June 2001 (which represented the first time that a cash
dividend was paid by the Company) and the second being $.04 per
share in February 2002.

<PAGE>

Item 6.        Management's Discussion and Analysis or Plan of
               Operation.

     The following discussion of the Company's financial
condition and results of operations is based on the Company's
Consolidated Financial Statements and the related notes thereto.

Overview

     Epolin, Inc. is a manufacturing and research and
development company which was incorporated  in the State of New
Jersey in May 1984.   The Company is principally  engaged in the
commercial development, production and sale of near infrared
dyes to the optical industry for laser protection, for welding,
for security inks and other dye applications as well as
specialty chemicals.

Results of Operations

     Fiscal 2003 Compared to Fiscal 2002

     During the year ended February 28, 2003, the Company
reported sales of approximately $2,691,000, as compared to sales
during the year ended February 28, 2002 of approximately
$2,553,000, an increase of approximately $138,000 or 5.4%.  This
increase in sales was primarily attributable to an increase in
sales of the Company's near infrared absorbing dyes, and
increases in sales of new dyes for new applications.

     Operating income for fiscal 2003 decreased to
approximately $930,000, as compared to operating income of
approximately $1,143,000 for fiscal 2002, a decrease of
approximately $213,000.  This change was due primarily from an
increase in cost of sales and a less significant increase in
selling, general and administrative expenses, partially offset
by the increase and sales for fiscal 2003 compared to fiscal
2002.  Cost of sales in fiscal 2003 was approximately $969,000,
compared to cost of sales in fiscal 2002 of approximately
$684,000.  In fiscal 2003, the Company's selling, general and
administrative expenses were approximately $793,000, as compared
to selling, general and administrative expenses of approximately
$726,000 for the fiscal year ended February 28, 2002.

     The increase in cost of sales was primarily due to a
reallocation of officers' salaries from SG&A to cost of sales,
and other increases in labor and overhead expenses, partially
offset by decreases in laboratory salaries and specialty
chemical costs.  Increases in selling, general and
administrative expenses were primarily due to an increase in
legal and accounting fees and increases in consulting fees,
partially offset by the reallocation of officers' salaries
referred to above.

     During the fiscal year ended February 28, 2003, the
Company realized approximately $21,000 in interest income, as
compared to approximately $50,000 in interest income for the
prior year.

     During the fiscal year ended February 28, 2003, the
Company reported income before taxes of approximately $968,000
as compared to income before taxes of approximately $1,193,000
for the fiscal year ended February 28, 2002.  Net income after
taxes was approximately $583,000 or $.05 per share for fiscal
2003, as compared to net income after taxes of approximately
$771,000 or $.07 per share for fiscal 2002.

     Fiscal 2002 Compared to Fiscal 2001

     During the year ended February 28, 2002, the Company
reported sales of approximately $2,553,000

<PAGE>

as compared to sales
of approximately $2,330,000, an increase of approximately
$223,000 or 9.6%.  This increase in sales was primarily
attributable to an increase in sales of the Company's near
infrared absorbing dyes, and increases in sales of new dyes for
new applications.

     Operating income for fiscal 2002 increased to
approximately $1,143,000 as compared to operating income of
approximately $916,000 for fiscal 2001, an increase of
approximately $227,000.  This change resulted primarily from an
increase in sales and a relatively minor decrease in cost of
sales, offset by a minor increase in selling, general and
administrative expenses.  Cost of sales in fiscal 2002 was
approximately $684,000 compared to cost of sales in fiscal 2001
of approximately $699,000.  In fiscal 2002, the Company's
selling, general and administrative expenses were approximately
$726,000 as compared to selling, general and administrative
expenses of approximately $714,000 for the fiscal year ended
February 28, 2001.

     During the fiscal year ended February 28, 2002, the
Company realized approximately $50,000 in interest income as
compared to approximately $74,000 in interest income for the
prior year.  This decrease resulted primarily from a decrease in
available cash resulting primarily from the payment of the cash
dividend in August 2001.

     During the fiscal year ended February 28, 2002, the
Company reported income before taxes of approximately $1,193,000
as compared to income before taxes of approximately $990,000 for
the fiscal year ended February 28, 2001.  Net income after taxes
was approximately $771,000 or $.07 per share for fiscal 2002 as
compared to net income after taxes of approximately $835,000 or
$.07 per share for fiscal 2001.  For fiscal 2002, the Company's
income taxes were approximately $422,000 as compared to
approximately $155,000 for fiscal 2001.  Such amounts reflect
federal and state taxes for fiscal 2002 of approximately
$472,000 reduced by deferred taxes of approximately $50,000 for
fiscal 2002 compared to federal and state taxes for fiscal 2001
of approximately $248,0000 reduced by deferred taxes of
approximately $93,000 for fiscal 2001.

Liquidity and Capital Resources

     On February 28, 2003, the Company had working capital of
approximately $1,960,000, an equity to debt ratio of
approximately 5.0 to 1, and stockholders' equity of
approximately $2,575,000.  On February 28, 2003, the Company had
approximately $969,000 in cash and cash equivalents, total
assets of approximately $3,090,000 and total liabilities of
approximately $515,000.

     The Company believes that its available cash, cash flow
from operations and projected revenues will be sufficient to
fund the Company's operations for more than the next 12 months.

     The Company anticipates that it will incur in fiscal 2004
approximately $55,000 in renovation costs to improve the
exterior of its facility in Newark, New Jersey.  Other than the
foregoing, the Company does not anticipate making any other
significant capital expenditures in fiscal 2004 as it believes
its present machinery and equipment, in conjunction with the
interior renovations previously done to its facility in Newark,
New Jersey in fiscal 2003, will be sufficient to meet its near
term needs.

     Inflation has not significantly impacted the Company's
operations.

     Management believes that future business look promising.
The Company  is confident that it can continue to take advantage
of its market position in terms of availability of dyes and
their performance.

<PAGE>

Management believes that the Company's
newest products, such as security inks, came along just as the
market recognized the need for stronger security measures.
Credit cards, proprietary packaging, official  documents and
personnel badges can use the near infrared inks the Company
makes because they provide a convenient and rapid addition to
the security features already in place.  No assurance can be
given, however, that this trend  will continue or that the
Company will be able to successfully penetrate this market.

Other Information

     In August 2001, the Board of Directors of the Company
authorized a 500,000 share stock repurchase program.  Pursuant
to the repurchase program, the Company may purchase up to
500,000 shares of its common stock  in the open market or in
privately negotiated transactions from time to time, based on
market prices.  The Company indicated that the timing of the
buyback of the Company's shares will be dictated by overall
financial and market conditions and other corporate
considerations.   The repurchase program may be suspended
without further notice.  During the fiscal year ended February
28, 2003, a total of 32,500 shares were repurchased at a
cumulative cost of $18,624.   During the fiscal year ended
February 28, 2002, a total of 30,000 shares were repurchased at
a cumulative cost of $14,837.  Under a previous stock repurchase
program authorized in March 1998, which permitted the Company to
repurchase up to $150,000 of the Company's outstanding shares of
common stock, the Company had repurchased from April 1998
through December 2000 a total of 574,700 shares at a cumulative
cost of $148,641.

     During the fiscal year ended February 28, 2003, the
Company paid two cash dividends, the first being $.04 per share
in July 2002 and the second being $.03 per share in January
2003.  During the fiscal year ended February 28, 2002, the
Company also paid two cash dividends, the first being $.03 per
share in June 2001 (which represented the first time that a cash
dividend was paid by the Company) and the second being $.04 per
share in February 2002.

Item 7.        Financial Statements.

     See the Consolidated Financial Statements annexed to this
report.

Item 8.        Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure.

     None.

                  PART III

Item 9.        Directors, Executive Officers, Promoters and
               Control Persons; Compliance with Section 16(a) of
               the Exchange Act.

     Set forth below are the present directors and executive
officers of the Company.  Note that there are no other persons
who have been nominated or chosen to become directors nor are
there any other persons who have been chosen to become executive
officers.  There are no arrangements or understandings between
any of the directors, officers and other persons pursuant to
which such person was selected as a director or an officer.
Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and
have qualified.  Officers serve at the discretion of the Board
of Directors.

<PAGE>

                              Present Position         Has Served As
Name                  Age     and Offices              Director Since

Murray S. Cohen       77      Chairman of the          1984
                              Board, Chief Executive
                              Officer, Secretary
                              and Director

James Ivchenko        63      President and Director   1993

Claire Bluestein      76      Director                 1984

Morris Dunkel         74      Director                 1984

James R. Torpey, Jr.  52      Director                 2001

Peter Kenny           56      Director                 2001

     None of the directors and officers is related to any
other director or officer of the Company.

     Set forth below are brief accounts of the business
experience during the past five years of each director and
executive officer of the Company and each significant employee
of the Company.

     MURRAY S. COHEN has served as Director, Chief Executive
Officer and Chairman of the Board of the Company since June 1984
and Secretary since March 2001.  From June 1984 to August 1994,
Dr. Cohen was also President.  From January 1978 through May
1983, Dr. Cohen was the Director of Research and Development for
Apollo Technologies Inc., a company engaged in the development
of pollution control procedures and devices.  Dr. Cohen was
employed as a Vice President and Technical Director of Borg-
Warner Chemicals from 1973 through January 1978, where his
responsibilities included the organization, project selection
and project director of a 76 person technical staff which
developed materials for a variety of plastic products.  He
received a Bachelor of Science Degree from the University of
Missouri in 1949 and a Ph.D. in Organic Chemistry from the same
institution in 1953.

     JAMES IVCHENKO has served as Director of the Company
since September 1993, President since August 1994, and from
February 1992 to August 1994, he was Technical Director and Vice
President of Operations.  Prior thereto, Mr. Ivchenko was
employed by Ungerer & Co. as Plant Manager for the Totowa, New
Jersey and Bethlehem, Pennsylvania facilities from May 1988 to
May 1991.  Mr. Ivchenko has over 30 years of experience in the
flavor, fragrance and pharmaceutical intermediate industry.   He
received his Bachelor of Arts Degree, Masters of Science and
Masters of Business Administrations from Fairleigh Dickinson
University in New Jersey.

     CLAIRE BLUESTEIN has served as Director of the Company
since June 1984.  Since 1999, Dr. Bluestein has been retired.
Prior thereto, she was president and sole shareholder of Captan
Associates, Inc., a company engaged in the development of
materials for commercial applications of radiation curing
technology.  Dr. Bluestein has been issued several patents by
the United States Department of Commerce, Trademark and Patent
Offices and has published a variety of chemistry related
articles.  Dr. Bluestein

<PAGE>

received her Bachelor of Arts Degree
from the University of Pennsylvania in 1947.  In 1948 she
received a Master of Science Degree and in 1950 a Ph.D. in
Organic Chemistry from the University of Illinois.

     MORRIS DUNKEL has served as Director of the Company since
June 1984.  Since 1992, he has been Vice President and Technical
Director of Elan Chemical Inc., a chemical company in the flavor
and fragrances industry.  From 1976 through 1983, Dr. Dunkel was
employed by Tenneco Chemicals, Inc., a firm engaged in chemical
production activities, in the capacities of manager and director
of Tenneco's organic chemicals research and development
division.  Dr. Dunkel has been issued several United States
patents and has published numerous articles relating to chemical
processes.  He received a Bachelor of Science Degree in 1950
from Long Island University.  Dr. Dunkel received a Master of
Science Degree from Brooklyn College in 1954 and Ph.D. in
Organic Chemistry from the University of Arkansas in 1956.

     JAMES R. TORPEY, JR. has served as Director of the
Company since July 2001.  Mr. Torpey is President of Madison
Energy Consultants.  From 1995 to 2002, he was  Director of
Technology Initiatives at First Energy/GPU, Chairman of the
Solar Electric Power Association, and President and member of
the Board of Directors of GPU Solar, Inc.  He is currently a
member of the U.S. Department of Energy Solar Industry Advisory
Board. Mr. Torpey received his Masters of Business
Administration from Rutgers University in 1991.

     PETER KENNY has served as  Director of the Company since
July 2001.  Mr. Kenny has been Senior Vice President-Business
Banking Division of Independence Community Bank since July 1999.
Prior thereto, and from September 1991 to July 1999, he was
Senior Vice President and Senior Loan Officer of Broad National
Bank which was acquired by Independence Community Bank in July
1999.

Item 10.  Executive Compensation.

     The following summary compensation tables set forth
information concerning the annual and long-term compensation for
services in all capacities to the Company for the fiscal years
ended February 28, 2003, February 28, 2002 and February 29, 2001,
of those persons who were, at February 28, 2003 (i) the chief
executive officer and (ii) the other most highly compensated
executive officers of the Company, whose annual base salary and
bonus compensation was in excess of $100,000 (the named executive
officers):

                         Summary Compensation Table

                             Annual
                             Compensation


Name and Principal       Fiscal
Position                 Year      Salary         Bonus

Murray S. Cohen          2003      $227,146(1)(3) $32,000
Chairman of the          2002      $204,356(1)(3) $31,000
Board and Chief          2001      $177,290(1)(3) $29,000
Executive Officer

<PAGE>

James Ivchenko           2003      $208,097(2)(3) $27,000
President                2002      $186,864(2)(3) $25,900
                         2001      $162,318(2)(3) $24,000



                               Long-Term
                               Compensation

                                   Restricted Shares
Name and Principal       Fiscal    Stock      Underlying
Position                 Year      Awards     Options

Murray S. Cohen          2003      0          0
Chairman of the          2002      0          50,000
Board and Chief          2001      0          0
Executive Officer



James Ivchenko           2003      0          0
President                2002      0          50,000
                         2001      0          0



(1)  Includes compensation of $63,837 and $52,416 for 2003 and
     2002, respectively, due to Murray S. Cohen based upon the
     Company's sales for fiscal 2002 and 2001 paid in fiscal
     2003 and 2002, respectively, as determined under his
     employment contract.  Does not include, however,
     compensation due to Dr. Cohen based upon the Company's
     sales for fiscal 2003 as determined under his employment
     contract which will be paid in fiscal 2004 which will be
     in the amount of $74,016.  Also, does not include $49,948
     paid to Dr. Cohen in fiscal 2001 for previously accrued
     salary.

(2)  Includes compensation of $51,070 and $40,768 for 2003 and
     2002, respectively, due to James Ivchenko based upon the
     Company's sales for fiscal 2002 and 2001 paid in fiscal
     2003 and 2002, respectively, as determined under his
     employment contract.  Does not include, however,
     compensation due to Mr. Ivchenko based upon the Company's
     sales for fiscal 2003 as determined under his employment
     contract which will be paid in fiscal 2004 which will be
     in the amount of $60,559.

(3)  Does not include other deferred compensation arrangements
     for each of Dr. Cohen and Mr. Ivchenko. See "Deferred
     Compensation/Employment Contracts and Change in Control
     Arrangements" below.

Stock Option Plans

     The Company previously adopted the 1986 Employees' Stock
Option Plan (the "1986 Plan").  As of April 1996, options may no
longer be granted under the 1986 Plan.  Under the terms of the
1986 Plan, options granted thereunder could be designated as
options which qualify for incentive stock option treatment under
Section 422A of the Internal Revenue Code of 1986, as amended
(the "Code"), or options which do not so qualify.  In December
1995, options to acquire up to 490,000 shares of the Company's
Common Stock were granted under the 1986 Plan.  Such options had
an expiration date of December 1, 2005.  In fiscal 2002, options
to acquire 185,000 shares of the Company's Common Stock were
exercised unde the 1986 Plan.  In prior years, options to
acquire 270,000 shares of the Company's Common Stock were
exercised under the 1986 Plan.  In addition, options to acquire
35,000 shares under the 1986 Plan have lapsed.  As a result, as
of February 28, 2003, there are no outstanding options under the
1986 Plan.

     In December 1998, the Company adopted the 1998 Stock
Option Plan (the "1998 Plan") for employees, officers,
consultants or directors of the Company to purchase up to
750,000 shares of Common Stock of the Company (the "1998 Plan
Option Pool").  In September 2001, the Board of Directors
increased the size of the 1998 Plan Option Pool to 1,500,000
shares.  Options granted under the 1998 Plan shall be non-
statutory stock options which do not meet the requirements of
Section 422 of the Code.  Under the terms of the 1998 Plan,
participants may receive options to purchase Common Stock in
such amounts and for such prices as may be established by the
Board of Directors or a committee appointed by the Board to
administer the 1998 Plan.  As of February 28, 2003, options to
acquire 880,000 shares of the Company's Common Stock have been
granted under the 1998 Plan and 620,000 options were available
for future grant.  To date, options to acquire 425,000 shares of
the Company's Common Stock have been exercised under the 1998
Plan.

<PAGE>

     No stock options or other stock appreciation rights were
granted to any of the persons named in the Summary Compensation
Table during the fiscal year ended February 28, 2003.

     The following table set forth certain information as to
each exercise of stock options during the year ended February
28, 2003, by the persons named in the Summary Compensation Table
and the fiscal year-end value of unexercised options:

               Aggregated Option Exercises in Fiscal 2003
                      and Year-End Option Value


                                       Number of Securities
                  Shares               Underlying Unexercised
                  Acquired             Options at February 28, 2003
                  On        Value
                  Exercise  Realized   Exercisable  Unexercisable

Murray S. Cohen   -0-       $-0-          25,000      25,000
James Ivchenko    -0-       $-0-          25,000      25,000



                              Value of Unexercised
                              In-the-Money Options
                              at February 28, 2003(1)

                              Exercisable   Unexercisable

Murray S. Cohen               $8,625         $8,625
James Ivchenko                $8,625         $8,625

__________________________

(1)  Based on the average of the closing bid and asked prices
     of the Company's Common Stock as of February 28, 2003,
     minus the exercise price, multiplied by the number of
     shares underlying the options.  The amounts reflected in
     this table may never be obtained.

Compensation of Directors

     In fiscal 2002, the Company began to pay all directors
$750 for each board meeting attended.  Previous thereto, and
since the Company's inception, no director received any cash
compensation for his services as such.   Directors have always
been and will continue to be reimbursed for reasonable expenses
incurred on behalf of the Company.

Deferred Compensation/Employment Contracts and Change in Control
Arrangements

     Pursuant to a deferred compensation agreement, as
amended, entered into with James Ivchenko, President of the
Company, the Company has agreed to pay Mr. Ivchenko $32,000 per
year for ten consecutive years commencing the first day of the
month following Mr. Ivchenko reaching the age of 65. The
obligation is being funded with a life insurance policy owned by
the Company.

     Effective as of March 1, 1999, the Company entered into a
ten year employment agreement with Mr. Ivchenko.  Pursuant
thereto, Mr. Ivchenko shall be paid an annual salary of not less
than the greater of his annual base salary in effect immediately
prior to the effective date of the agreement or any subsequently
established annual base salary. In addition thereto, Mr.
Ivchenko shall receive as additional compensation a certain
percentage (as set forth below) of the Company's annual gross
sales up to but not exceeding annual gross sales of $3 million.
Such percentage starts at 1.50% for the fiscal year ended
February 29, 2000 and increases by 0.25% per year during the
term of the agreement.  In the event of death or disability, the
agreement provides that Mr. Ivchenko or his estate will receive
100% of his annual salary and additional compensation as
described above for the fiscal year during which he died or
became disabled, and 50% of his annual  salary and annual
additional compensation which he would had received (if not for
his death or disability) for the remainder of the ten year term.

<PAGE>

     Effective as of March 1, 1999, the Company also entered
into a  ten year employment agreement with Murray S. Cohen,
Chairman of the Board and Chief Executive Officer of the
Company.  Pursuant thereto, Dr. Cohen shall be paid an annual
salary of not less than the greater of his annual base salary in
effect immediately prior to the effective date of the agreement
or any subsequently established annual base salary. In addition
thereto, Dr. Cohen shall receive as additional compensation a
certain percentage (as set forth below) of the Company's annual
gross sales up to but not exceeding annual gross sales of $3
million.  Such percentage starts at 2.00% for the fiscal year
ended February 29, 2000 and increases by 0.25% per year during
the term of the agreement.  In the event of death or disability,
the agreement provides that Dr. Cohen or his estate will receive
100% of his annual salary and additional compensation as
described above for the fiscal year during which he died or
became disabled, and 50% of his annual  salary and annual
additional compensation which he would had received (if not for
his death or disability) for the remainder of the ten year term.
The Company had previously entered into a deferred compensation
agreement in June 1998 with Dr. Cohen which provided for the
payment of certain funds to Dr. Cohen for a period of ten years
beginning two weeks after the date of his retirement.  Such
agreement was terminated in connection with the execution of the
employment agreement with Dr. Cohen.  In addition to the
foregoing, Dr. Cohen will be entitled to receive $79,041 upon
his retirement in connection with a deferred compensation
agreement entered into in January 1996 which was terminated in
June 1998.  Such amount will be paid to Dr. Cohen upon
retirement either in equal consecutive monthly payments for a
period not exceeding 60 months or a single payment which will be
at the discretion of the Company.

     The Company also entered into deferred compensation
agreements with Chester C. Swasey and Abdelhamid A.H. Ramadan,
former employees and directors of the Company.  These agreements
provided for annual payments of 50% of each employee's salary
before bonuses at his respective retirement dates, to be paid in
biweekly installments for 10 years.  Management  has elected not
to provide any additional funding for either employee subsequent
to the date at which each of the two employees were no longer
employed with the Company.  See Part I, Item 3, "Legal
Proceedings" for information on the proposed settlement of the
action commenced by such individuals against the Company.  Upon
completion of the settlement, theses agreements will no longer
be operative.

     The Company does not have any termination or change in
control arrangements with any of its named executive officers.

Item 11.  Security Ownership of Certain Beneficial Owners
and Management.

     The following table sets forth, as February 28, 2003,
certain information with regard to the record and beneficial
ownership of the Company's Common Stock by (i) each stockholder
owning of record or beneficially 5% or more of the Company's
Common Stock, (ii) each director individually, (iii) all
officers and directors of the Company as a group:

                       Amount and Nature of  Percent
Name                   Beneficial Ownership  of Class

Murray S. Cohen(1)*             2,870,958    24.1%
James Ivchenko(2)*              1,764,587    14.8%
Claire Bluestein(3)*              982,655     8.3%
Morris Dunkel(3)*                 237,500     2.0%
James R. Torpey, Jr.(3)*           25,000      **

<PAGE>

Peter Kenny(3)*                    12,500      **
Santa Monica Partners, L.P.(4)    825,900     6.9%

All Officers and Directors
as a Group (6 persons)          5,893,200    49.2%


*    The address for each is 358-364 Adams Street, Newark, New
     Jersey 07105.

**   Less than 1%.

(1)  Includes 1,845,958 shares held by Dr. Cohen and 1,000,000
     shares owned by three grandchildren of Dr. Cohen, which
     shares are held by Dr. Cohen's daughters as custodian.
     Dr. Cohen holds a proxy with respect to such shares which
     proxy may be revoked at any time and unless revoked shall
     terminate on January 31, 2004.  As a result, Dr. Cohen
     may be deemed to be the beneficial owner of such shares.
     Also, includes 25,000 shares which Dr. Cohen has the
     right to acquire within 60 days pursuant to the exercise
     of options  granted under the 1998 Plan.  In addition,
     Dr. Cohen has options granted under the 1998 Plan to
     acquire an additional 25,000 shares which are not
     exercisable within 60 days.

(2)  Includes 980,000 shares held by Mr. Ivchenko and 439,587
     held by Mr. Ivchenko and his wife, as joint tenants.
     Also, includes 320,000 shares held by Mr. Ivchenko's
     children.  Mr. Ivchenko holds a proxy with respect to
     such shares which proxy may be revoked at any time and
     unless revoked shall terminate on January 31, 2004.  As a
     result, Mr. Ivchenko may be deemed to be the beneficial
     owner of such shares.  Also, includes 25,000 shares which
     Mr. Ivchenko has the right to acquire within 60 days
     pursuant to the exercise of options  granted under the
     1998 Plan.  In addition, Mr. Ivchenko has options granted
     under the 1998 Plan to acquire an additional 25,000
     shares which are not exercisable within 60 days.

(3)  Includes 12,500 shares which each has the right to
     acquire within 60 days pursuant to the exercise of
     options granted under the 1998 Plan.  In addition, each
     has options granted under the 1998 Plan to acquire an
     additional 12,500 shares which are not exercisable within
     60 days.

(4)  This information is based solely upon information
     reported in filings made to the SEC on behalf of Santa
     Monica Partners, L.P.  The address for Santa Monica
     Partners, L.P. is 1865 Palmer Avenue, Larchmont, New
     York.

The Stockholders Agreement

          Pursuant to a Stockholders Agreement executed in October
2002, Murray S. Cohen, James Ivchenko, Claire Bluestein, Morris
Dunkel, James R. Torpey, Jr. and Peter Kenny (each a current
member of the Board of Directors) have provided the Company with
certain rights of refusal in the event any of such individuals
desire to sell any of the shares of the Company's Common Stock
which any of them hold of record or beneficially.  Excluded from
such restrictions are gifts in which the proposed donee agrees
to be bound to the Stockholders Agreement and transfers by will
or the laws of descent, provided the shares remain subject to
said restrictions.  In addition, shares may be transferred by
such individuals with the prior approval of the Board of
Directors of the Company (or any committee authorized by the
Board to give such approval).

<PAGE>

Item 12.  Certain Relationships and Related Transactions.

     See Part III, Item 10,  "Deferred Compensation/Employment
Contracts and Change in Control Arrangements" above for
information on the transactions described therein.


Item 13.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits.

          3.1       Epolin Inc.'s certificate of
                    incorporation as amended (1)
          3.2       Epolin Inc.'s by-laws(1)
          4.1       Specimen certificate for common
                    stock(1)
          99.1      Certification pursuant to U.S.C.
                    Section 1350, as adopted pursuant
                    to Section 906 of the Sarbanes-
                    Oxley Act of 2002
          ___________________

          (1)   Filed with the Company's Form S-18
                Registration Statement SEC File 33-25405-NY.

     (b)  Reports on Form 8-K.

     Listed below are reports on Form 8-K filed during the
last quarter of the period covered by this report:

     None.


Item 14.  Controls and Procedures.

     The Company's Chief Executive Officer and Principal
Financial Officer have evaluated the effectiveness of the
Company's disclosure controls and procedures (as such term is
defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) as of a
date within 90 days prior to the filing date of this annual
report. Based on such evaluation, each of such officers has
concluded that the Company's disclosure controls and procedures
are effective in alerting him on a timely basis to material
information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic
filings under the Exchange Act. There have not been any
significant changes in the Company's internal controls or in
other factors that could significantly affect such controls
subsequent to the date of this evaluation.


<PAGE>

                 SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

                                  EPOLIN, INC.
                                  (Registrant)

                                  By: /s/ Murray S. Cohen
                                     Murray S. Cohen,
                                     Chief Executive Officer

                                  Dated:     April 30, 2003


     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons
on behalf of the Registrant, and in the capacities and on the
dates indicated:

Signature                     Title                             Date


/s/ Murray S. Cohen         Chief Executive Officer,           4/30/03
Murray S. Cohen             Chairman of the Board,
                            Secretary and Director
                            (Principal Executive Officer)


/s/ James Ivchenko          President and Director             4/30/03
James Ivchenko              (Principal Financial Officer)


/s/ Claire Bluestein        Director                           4/30/03
Claire Bluestein



/s/ Morris Dunkel           Director                           4/30/03
Morris Dunkel


/s/ James R. Torpey, Jr.    Director                           5/05/03
James R. Torpey, Jr.


/s/ Peter Kenny             Director                           5/01/03
Peter Kenny


<PAGE>

               CERTIFICATIONS

I, Murray S. Cohen, certify that:

1.     I have reviewed this annual report on Form 10-KSB of
Epolin, Inc.;

2.   Based on my knowledge,  this annual 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
annual report;

3.   Based on my  knowledge,  the  financial  statements,  and
other  financial information  included  in this annual 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
annual report;

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

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

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

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

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

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

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

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

Date: April 30, 2003          /s/ Murray S. Cohen
                                  Murray S. Cohen
                                  Chairman of the Board and
                                  Chief Executive Officer
                                  (Principal Executive Officer)


<PAGE>

I, James Ivchenko, certify that:

1.      I have reviewed this annual report on Form 10-KSB of
Epolin, Inc.;

2.   Based on my knowledge,  this annual 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
annual report; and

3.   Based on my  knowledge,  the  financial  statements,  and
other  financial information  included  in this annual 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
annual report;

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

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

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

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

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

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

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

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


Date: April 30, 2003           /s/ James Ivchenko
                                   James Ivchenko
                                   President (Principal
                                   Financial Officer)


<PAGE>

                   EPOLIN, INC. AND SUBSIDIARY

                      FINANCIAL STATEMENTS

                  YEARS ENDED FEBRUARY 28, 2003
                      AND FEBRUARY 28, 2002




<PAGE>



                            CONTENTS





                                                Page

Independent Auditor's Report                    1

Consolidated Financial Statements:

Consolidated Balance  Sheets                     2 - 3

Consolidated Statements of Income                4

Consolidated Statements of                       5
Stockholders' Equity

Consolidated Statements of  Cash Flows           6 - 7


Notes to Consolidated Financial Statements       8 - 17

<PAGE>


                  INDEPENDENT AUDITOR'S REPORT




To the Board of Directors and Stockholders
EPOLIN, INC. AND SUBSIDIARY
Newark, New Jersey

     We have audited the accompanying Consolidated Balance Sheets
of  Epolin, Inc. and it's wholly owned Subsidiary as of  February
28,  2003  and  February  28, 2002 and the  related  Consolidated
Statements of Income, Stockholders' Equity and Cash Flows for the
years  ended  February  28,  2003 and February  28,  2002.  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 audit.

      We  conducted  our  audits  in  accordance  with  generally
accepted  auditing  standards in the United  States  of  America.
Those  standards require that we plan and perform  the  audit  to
obtain   reasonable  assurance  as  to  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
financial  statement  presentation. We  believe  that  our  audit
provides a reasonable basis for our opinion.

      In  our  opinion,  the  Consolidated  Financial  Statements
referred  to above present fairly, in all material respects,  the
financial  position of Epolin Inc. and Subsidiary as of  February
28,  2003 and February 28, 2002 and the results of its operations
and  cash  flows  for  the  years ended February  28,  2003,  and
February   28,   2002  in  conformity  with  generally   accepted
accounting principles.


                                 IWA FINANCIAL CONSULTING LLC
                                 Livingston, NJ 07039

March 28, 2003

<PAGE>



<PAGE>
                           EPOLIN, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                               February 28,
                                                        ------------------------
Current assets:                                             2003         2002
                                                         ----------   ----------
  Cash and cash equivalents                              $  969,477    1,517,875
  Accounts receivable                                       371,461      365,835
  Inventories                                               629,312      642,637
  Notes receivable                                           14,139           --
  Prepaid expenses                                          140,982       41,129
  Deferred tax assets-current portion                         2,260       47,073
                                                         ----------   ----------

      Total current assets                                2,127,631    2,614,549
                                                         ----------   ----------

Plant, property and equipment - at cost:
  Land                                                       81,000       81,000
  Building                                                  369,000      369,000
  Machinery and equipment                                   222,581      248,174
  Furniture and fixtures                                     12,223       12,223
  Leasehold improvements                                    553,280      453,492
                                                         ----------   ----------

      Total                                               1,238,084    1,163,889

  Less:  Accumulated depreciation and amortization          687,420      695,808
                                                         ----------   ----------

      Net plant, property and equipment                     550,664      468,081
                                                         ----------   ----------

Other assets:
  Deferred tax assets-non current portion                   283,116      243,723
  Cash value - life insurance policy                        128,586      110,930
                                                         ----------   ----------

      Total other assets                                    411,702      354,653
                                                         ----------   ----------

      Total                                              $3,089,997    3,437,283
                                                         ==========   ==========


        The accompanying notes are an integral part of these statements.


<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY

                     CONSOLIDATED BALANCE SHEETS (CONTINUED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                        February 28,
                                                                  -----------------------
                                                                     2003         2002
                                                                  ----------   ----------
<S>                                                               <C>              <C>
Current liabilities:
  Accounts payable                                                $    6,410       20,574
  Accrued expenses                                                   158,922      149,406
  Taxes payable:
    Payroll                                                            1,737        1,643
    Income                                                               403      108,702
                                                                  ----------   ----------

    Total current liabilities                                        167,472      280,325
                                                                  ----------   ----------

Other liabilities:
  Deferred compensation                                              347,558      323,479
  Loans payable-officers                                                  --           --
                                                                  ----------   ----------

    Total other liabilities                                          347,558      323,479
                                                                  ----------   ----------

      Total liabilities                                              515,030      603,804
                                                                  ----------   ----------

Commitments and Contingencies

Stockholders' equity:
Preferred stock, $15.513 par value; 940,000 shares authorized;
  none issued
Preferred stock, series A convertible non-cumulative,
  $2.50 par value; redemption price and liquidation preference;
  60,000 shares authorized; 5,478 shares issued and redeemed
Common stock, no par value; 20,000,000 shares authorized;
  12,566,500 and 12,529,000 shares issued and outstanding
  at 2003 and 2002, respectively                                   2,304,558    2,295,183
  Paid-in capital                                                      6,486        6,486
  Retained earnings                                                  452,700      701,963
                                                                  ----------   ----------

      Total                                                        2,763,744    3,003,632
  Less: Treasury stock-at cost                                       188,777      170,153
                                                                  ----------   ----------

    Total stockholders' equity                                     2,574,967    2,833,479
                                                                  ----------   ----------

    Total                                                         $3,089,997    3,437,283
                                                                  ==========   ==========
</TABLE>

        The accompanying notes are an integral part of these statements.


<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF INCOME

                     YEARS ENDED FEBRUARY 28, 2003 AND 2002


<TABLE>
<CAPTION>
                                                             2003          2002
                                                         -----------   -----------
<S>                                                      <C>             <C>
Sales                                                    $ 2,691,497     2,553,487
                                                         -----------   -----------

Cost of sales and expenses:
  Cost of sales                                              968,876       684,430
  Selling, general and administrative                        793,103       725,828
                                                         -----------   -----------

    Total                                                  1,761,979     1,410,258
                                                         -----------   -----------

Operating income                                             929,518     1,143,229
                                                         -----------   -----------

Other income:
  Rental income                                               12,000            --
  Interest                                                    20,664        49,775
  Gain on sale of assets                                       6,200            --
                                                         -----------   -----------
    Total other income                                        38,864        49,775
                                                         -----------   -----------

Income before taxes                                          968,382     1,193,004

Income taxes                                                 385,165       422,011
                                                         -----------   -----------

Net income                                               $   583,217       770,993
                                                         ===========   ===========


Per share data:
  Basic earnings per common share                               0.05          0.07
                                                         ===========   ===========

  Fully diluted earnings per common share                       0.05          0.07
                                                         ===========   ===========

  Weighted average number of common shares outstanding    11,891,105    11,715,872
                                                         ===========   ===========
</TABLE>


        The accompanying notes are an integral part of these statements.


<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

                     YEARS ENDED FEBRUARY 28, 2003 AND 2002


<TABLE>
<CAPTION>
                                              Additional       Retained
                                 Common        Paid-in-        Earnings       Treasury      Stockholders'
                                 Stock         Capital         Deficit         Costs           Equity
                              ------------   ------------   ------------    ------------    ------------
<S>                           <C>                   <C>          <C>            <C>            <C>
Balance - March 1, 2001       $  2,229,658          6,486        754,225        (155,316)      2,835,053

Common stock issued for
  stock option                      65,525             --             --              --          65,525

Treasury stock purchased                --             --             --         (14,837)        (14,837)

Dividends paid                          --             --       (823,255)             --        (823,255)

Net income                              --             --        770,993              --         770,993
                              ------------   ------------   ------------    ------------    ------------

Balance - February 28, 2002      2,295,183          6,486        701,963        (170,153)      2,833,479


Balance - March 1, 2002          2,295,183          6,486        701,963        (170,153)      2,833,479

Common stock issued for
  stock option                       9,375             --             --              --           9,375

Treasury stock purchased                --             --             --         (18,624)        (18,624)

Dividends paid                          --             --       (832,480)             --        (832,480)

Net income                              --             --        583,217              --         583,217
                              ------------   ------------   ------------    ------------    ------------

Balance - February 28, 2003   $  2,304,558          6,486        452,700        (188,777)      2,574,967
                              ============   ============   ============    ============    ============
</TABLE>


        The accompanying notes are an integral part of these statements.


<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                     YEARS ENDED FEBRUARY 28, 2003 AND 2002


<TABLE>
<CAPTION>
                                                                    2003           2002
                                                                -----------    -----------
<S>                                                             <C>                <C>
Cash flows from operating activities:
  Net income                                                    $   583,217        770,993
  Adjustments to reconcile net income to net cash provided by
   operating activities:
      Depreciation and amortization                                  26,521         22,794
      Deferred tax expense                                            5,420        (50,018)
      Obligation under deferred compensation agreement               24,078         24,078
  Gain on sale of assets                                             (6,200)            --
  (Increase) decrease in:
     Accounts receivable                                             (5,626)       (59,552)
     Inventories                                                     13,325       (141,045)
     Employee loans                                                      --        (10,319)
     Prepaid expenses                                               (99,853)       (12,006)
  Increase (decrease) in:
     Accounts payable                                               (14,164)        10,381
     Accrued expenses                                                 9,516         15,248
     Taxes payable                                                 (108,205)        75,920
                                                                -----------    -----------

     Net cash provided by operating activities                      428,029        646,474
                                                                -----------    -----------

Cash flows from investing activities:
Increase in cash value - life insurance policy                      (17,656)        (4,879)
Increase in notes receivable                                        (14,139)
Sale of equipment                                                     8,000             --
Payments for equipment                                             (110,903)       (41,608)
                                                                -----------    -----------

     Net cash used by investing activities                         (134,698)       (46,487)
                                                                -----------    -----------
</TABLE>


        The accompanying notes are an integral part of these statements.


<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

                     YEARS ENDED FEBRUARY 28, 2003 AND 2002



                                                       2003             2002
                                                    -----------     -----------
Cash flows from financing activities:
  Proceeds from the issuance of common stock              9,375          65,525
  Dividends paid                                       (832,480)       (823,255)
  Treasury stock purchased                              (18,624)        (14,837)
                                                    -----------     -----------

    Net cash used by financing activities              (841,729)       (772,567)
                                                    -----------     -----------

Increase (decrease) in cash                            (548,398)       (172,580)

Cash and cash equivalents:
  Beginning                                           1,517,875       1,690,455
                                                    -----------     -----------

  Ending                                            $   969,477       1,517,875
                                                    ===========     ===========

Supplemental information:
  Income taxes paid                                 $   472,800         299,935
                                                    ===========     ===========

  Interest paid                                     $        --             458
                                                    ===========     ===========


        The accompanying notes are an integral part of these statements.


<PAGE>




                   EPOLIN, INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FEBRUARY 28, 2003



NOTE A - ORGANIZATION AND BASIS OF PRESENTATION:

      The  Company is engaged in the development, production  and
sale  of  near  infrared dyes to the optical industry  for  laser
protection and welding applications and other dyes and  specialty
chemical products that serve as intermediates and additives  used
in  the  adhesive, plastic, aerospace, credit card  security  and
protective  documents  industries to  customers  located  in  the
United States and throughout the world.

The Company's wholly owned Subsidiary, Epolin Holding, Corp., was
incorporated in New Jersey as a real estate holding company whose
assets consist of land and a building. Prior to being acquired on
January  29,  1998,  two  officers/stockholders  of  the  Company
controlled it.

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Cash  and  Cash  Equivalents - Includes cash in bank  and  money
market accounts for purposes of preparing the Statement of  Cash
Flows.

Concentrations of Credit Risks - The Company and its  Subsidiary
had cash deposits in a financial institution and brokerage house
in  excess  of  the amount insured by agencies  of  the  federal
government in amounts of $869,500 and $1,417,875 at February 28,
2003  and  February 28, 2002, respectively. In  evaluating  this
credit risk, the Company periodically evaluates the stability of
the financial institution and brokerage house.

Inventories  -  Consists  of  raw materials,  work  in  process,
finished  goods  and supplies valued at the  lower  of  cost  or
market under the first-in, first-out method.

Fair  Value  of Financial Instruments - All reported assets  and
liabilities, which represent financial instruments,  approximate
the carrying values of such amounts.

Plant,  Property and Equipment - Stated at cost less accumulated
depreciation  and amortization. Provisions for depreciation  are
computed  on  the  straight-line and declining balance  methods,
based upon the estimated useful lives of the assets.

Depreciation and amortization expense totaled $26,521 and $22,794
for   the  fiscal  years  ended  February  28,  2003  and   2002,
respectively.

<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                FEBRUARY 28, 2003


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation - The accompanying Consolidated Financial Statements
include the accounts of the Company and Subsidiary.  Intercompany transactions
and balances have been eliminated in consolidation.  Condensed consolidating
financial statements for the year ended February 28, 2003 are:


                      CONDENSED CONSOLIDATING BALANCE SHEET

<TABLE>
<CAPTION>
                                                        Epolin
                                         Epolin         Holding      Eliminations    Consolidated
                                      ------------    ------------   ------------    ------------
<S>                                   <C>                 <C>            <C>           <C>
Current assets                        $  2,045,749          81,882             --       2,127,631
Non-current assets                       1,043,845         490,060       (571,539)        962,366
                                      ------------    ------------   ------------    ------------
  Total                               $  3,089,594         571,942       (571,539)      3,089,997
                                      ============    ============   ============    ============

    Total liabilities                      514,627         158,619       (158,216)        515,030
                                      ------------    ------------   ------------    ------------

Stockholders' equity:
 Common stock                            2,304,558              --             --       2,304,558
 Additional paid-in capital                  6,486              --             --           6,486
 Retained earnings                         452,700         413,323       (413,323)        452,700
 Treasury stock                           (188,777)             --             --        (188,777)
                                      ------------    ------------   ------------    ------------

  Total stockholders' equity             2,574,967         413,323       (413,323)      2,574,967
                                      ------------    ------------   ------------    ------------

    Total                             $  3,089,594         571,942       (571,539)      3,089,997
                                      ============    ============   ============    ============
</TABLE>

                   CONDENSED CONSOLIDATING STATEMENT OF INCOME

<TABLE>
<CAPTION>
                                                        Epolin
                                         Epolin         Holding      Eliminations    Consolidated
                                      ------------    ------------   ------------    ------------
<S>                                   <C>                 <C>            <C>           <C>
Sales                                 $  2,691,497             --             --       2,691,497
Other revenue                                   --        109,740        (97,740)         12,000
                                      ------------   ------------   ------------    ------------
    Total                                2,691,497        109,740        (97,740)      2,703,497
                                      ------------   ------------   ------------    ------------

Cost of sales                              968,876             --             --         968,876
Selling, general and administrative        873,801         17,042        (97,740)        793,103
                                      ------------   ------------   ------------    ------------

    Total                                1,842,677         17,042        (97,740)      1,761,979

Operating income                           848,820         92,698             --         941,518

Other income - interest                     26,084            780             --          26,864
                                      ------------   ------------   ------------    ------------

Income before taxes                        874,904         93,478             --         968,382

Income taxes                               377,922          7,243             --         385,165
                                      ------------   ------------   ------------    ------------

Net income                            $    496,982         86,235             --         583,217
                                      ============   ============   ============    ============
</TABLE>



<PAGE>


                   EPOLIN, INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FEBRUARY 28, 2003

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

Income  taxes  -  The  Company accounts for income  taxes  under
Statement of Financial Accounting Standards No. 109, "Accounting
for  Income  Taxes", wherein the asset and liability  method  is
used  in  accounting  for  income  taxes.  Deferred  taxes   are
recognized for temporary differences between the basis of assets
and  liabilities  for financial statement  and  for  income  tax
purposes.  Temporary differences relate primarily  to  different
accounting  methods  used for depreciation and  amortization  of
property and equipment and deferred compensation.

Stock  Options  -  As permitted by FASB Statement  of  Financial
Accounting  Standards  No. 123, and explained  in  Note  G,  the
Company  accounts for employee stock options in accordance  with
the  provisions of Accounting Principles Board Opinion  No.  25,
under  which  compensation expense is  recognized  only  to  the
extent  that the market price for stock options granted  exceeds
the exercise price of the underlying common stock at the date of
grant.  As  of  February  28, 2003 market  price  in  excess  of
exercise price of certain options was deemed immaterial  to  the
financial statements.

Use  of  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  and  liabilities  and
disclosure of contingent assets and liabilities at the  date  of
the  financial statements and the amounts of sales and  expenses
during  the  reporting period. Actual results could differ  from
those estimates.

Revenue  Recognition - Revenue is recorded on the accrual  basis
and is recognized at the point of sale as products are shipped.

Source  of Raw Materials - The Company purchases chemicals  from
several  large  chemical manufacturers, further processing  them
into  its saleable products. Although the Company limits  itself
to  a relatively small number of suppliers, it is not restricted
to  such  suppliers, and availability of such raw  materials  is
widespread.

Advertising  Costs  -  Advertising costs, included  in  operating
expenses, are expensed as incurred. Advertising expenses amounted
to  $10,208 and $4,699 for the years ended February 28, 2003  and
2002, respectively.

Regulations  -  The  Company expended  approximately  $27,656  to
maintain  compliance  with certain Federal  and  State  and  City
government  regulations  relative  to  the  production  of   near
infrared dyes and specialty chemicals.

<PAGE>


                   EPOLIN, INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FEBRUARY 28, 2003

NOTE C - ECONOMIC DEPENDENCY:

     A material portion of the Company's business is dependent on
certain  domestic  customers, the loss  of  which  could  have  a
material effect on operations. During the year ended February 28,
2003,  approximately 52.6% of sales were to four customers. Three
of  these  customers,  located  in  the  Eastern  United  States,
accounted  for  43.4% of sales for the year  ended  February  28,
2003.  During  the  year ended February 28,  2002,  approximately
57.6%  of  sales  were  to four customers, three  of  which  were
located  in the Eastern United States and accounted for 40.1%  of
sales for the year ended February 28, 2002.

NOTE D - RENTAL INCOME UNDER SUBLEASE:

The  Company entered into a sublease agreement with a non-related
party  effective  November 1, 2002 for a five  year  term  ending
October 31, 2007. Under the terms of the lease the tenant  is  to
pay  a base rent of $36,000 per year. In addition, the tenant  is
to  reimburse the Company for all costs and expenses incurred  by
the Company for improvements to such leased property in excess of
$75,000. The excess amount is recorded on the balance sheet as  a
note receivable, payable $2,500 a month including interest of  6%
a year.

NOTE E - INVENTORIES:

                                        2003      2002
     Raw materials and supplies     $  51,753    50,806
     Work in process                  178,659   173,369
     Finished goods                   398,900   418,462
        Total                        $629,312   642,637

NOTE F - INCOME TAXES:
                                            2003        2002
1.  Federal and State deferred
    tax assets include:

  Temporary differences - principally from
  accelerated amortization of leasehold
  improvements for book purposes and
  deferred compensation                   $285,376     290,796

  Current portion                            2,260      47,073

  Non-current portion                     $283,116     243,723

<PAGE>

                   EPOLIN, INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FEBRUARY 28, 2003



NOTE F - INCOME TAXES (continued):


2.  Income tax expense:

                                                 2002       2001
     Current:
     Federal                                   $297,962   366,904
     State                                       81,783   105,125

       Total current                            379,745   472,029

  Deferred:
     Federal                                      4,009   (39,549)
     State                                        1,411   (10,469)

       Total deferred                             5,420   (50,018)

           Total                               $385,165   422,011


3.   Reconciliation of income tax at the statutory rate
     to  the Company's effective rate:


                                                  2003      2002
  Computed at the statutory rate               $310,561   369,879
  State income taxes (net)                       81,783   105,125
  (Increase) Decrease in deferred tax asset      (5,420)  (50,018)
  General business credits                      (27,584)  (19,497)
  Non-deductible items                           25,825    16,522

           Effective tax                       $385,165   422,011

<PAGE>

                   EPOLIN, INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FEBRUARY 28, 2003


NOTE G - EMPLOYEE BENEFITS:

Simplified  Employee  Pension Plan  -  Effective  June  1,  1994,
covering   all  eligible  participating  employees  as   defined.
Employer contributions totaled $26,387 and $19,530 for the  years
ended February 28, 2003 and February 28, 2002, respectfully.

Incentive  Compensation  Plan - On  December  1989,  the  Company
approved the 1989 Incentive Compensation Plan for the purpose  of
attracting  and  retaining key personnel. All  employees  of  the
Company are eligible to participate in the plan whereby incentive
bonuses  are determined by the Board of Directors and payable  in
shares  of  common stock. Shares issued are determined  at  fifty
percent  of the closing bid price, vested, and delivered  over  a
three-year  period.  During the year  ended  February  28,  1999,
20,000  shares of common stock were issued covering a  previously
awarded bonus to an employee on May 18, 1998.

Employee  Option Plan - The Company previously adopted  The  1986
Stock  Option  Plan.  As of April 1996, options  were  no  longer
granted.  Under the terms of the Plan, options granted  could  be
designated as portions, which qualify for incentive stock  option
treatment  under  Section 422A of the Internal  Revenue  Code  of
1986,  as  amended, or options, which do not qualify. On December
1, 1995, options to acquire up to 490,000 shares of the Company's
common  stock were granted and expire on December 1, 2005. During
the  year  ended  February 28, 2002, the Company  issued  185,000
shares  of  common stock to three employees. Common stock  issued
for  all  prior  years totaled 270,000 shares.  Options  totaling
35,000  expired  for all prior years. There were  no  outstanding
options as of February 28, 2003.

The  Company  adopted the 1998 Stock Option Plan on  December  1,
1998.  Under the terms of the plan, the Company reserved  750,000
shares  of common stock for issuance pursuant to the exercise  of
options  to  be  granted under the Plan, which do  not  meet  the
requirements of Section 422 of the Code. On September  15,  2001,
the  Board  of  Directors  increased the  reserve  to  1,500,000.
Options  granted expire five or ten years after the date  granted
and  are  subject  to  a  vesting period  as  follows:  (1)  none
exercisable prior to the first anniversary of the date of  grant,
and (2) each of the options will become exercisable as to 50%  of
the  shares underlying the option on each of the first and second
anniversaries of the date granted. Options totaling 400,000  were
exercised throughout the year ended February 28, 2002.

Options totaling 25,000 were exercised during the current year.

<PAGE>


                   EPOLIN, INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FEBRUARY 28, 2003


NOTE G - EMPLOYEE BENEFITS (continued):

Employee Option Plan (continued)

Options granted as of February 28, 2003:

Number of   Exercise   Date                 Expiration
Shares      Price     Granted               Date
425,000     $.15     December 1, 1998      December 1, 2008
 25,000     $.15     February 10, 1999     February 10, 2009
 25,000     $.15     February 10, 2000     February 10, 2010
 50,000     $.15     September 1, 2001     September 1, 2006
330,000     $.25     September 15, 2001    September  15, 2006
 25,000     $.30     December 1, 2002      December 1, 2007


There are 620,000 options attributable to future grants.

NOTE H - TREASURY STOCK:

Consists of 679,645 shares as of February 28, 2003 at a net  cost
of $188,777.

The Company made purchases of 32,500 shares during the year ended
February 28, 2003.

NOTE I - RESEARCH AND DEVELOPMENT:

Amounts of $292,229 and $237,169 were included in cost of  sales
for  the  years  ended February 28, 2003 and 2002, respectively.
All costs were borne by the Company.

NOTE J - ACQUISITIONS:

On  January  29,  1998, the Company acquired 100%  of  stock  in
Epolin Holding Corp.

NOTE K - ENVIRONMENTAL MATTERS

The Company's past and present daily operations include
activities which are subject to extensive federal and state
environmental and safety regulations. Compliance with these
regulations has not had, nor does the Company expect such
compliance to have, any material effect upon expected capital
expenditures, net income, financial condition or competitive
position of the Company. The Company believes that its current
practices and procedures comply with applicable regulations. The
Company's policy is to accrue environmental and related costs of
a non-capital nature when it is both probable that a liability
has been incurred and that the amount can be reasonably
estimated. No such amounts have been accrued in these statements.

<PAGE>

                   EPOLIN, INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FEBRUARY 28, 2003


NOTE L - COMMITMENTS AND CONTINGENCIES:


LEASE OBLIGATIONS:

The  company leases its real estate under an operating lease with
a  related party. The lease effective November 1, 1996 was for  a
term  of  five (5) years with three (3) five (5) year options  at
annual  rentals  of $97,740. The Cost of Living Index  adjustment
effective with the second year has been waived by the subsidiary.
Rent includes reimbursed insurance costs.

Rental   expense   charged   to   operations,   eliminated    in
consolidation, amounted to $97,740 for the years 2003 and  2002,
respectively.

Future minimum payments for the current option period:

   Fiscal years ending February:
             2004                $97,740
             2005                 97,740
             2006                 97,740
             2007                 97,740
             2008                 65,160

<PAGE>

                   EPOLIN, INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FEBRUARY 28, 2003


NOTE L - COMMITMENTS AND CONTINGENCIES (continued):

Deferred  Compensation  -  On December  29,  1995,  the  Company
entered  into a deferred compensation agreement with an  officer
whose additional annual compensation of $19,645 plus interest is
deferred  until  he  reaches  age  65  or  is  terminated.   The
obligation  is  being funded by a life insurance policy.  Annual
payments  to  the  officer of $32,000 for ten consecutive  years
shall  commence  the first day of the month following  his  65th
birthday or termination.

On  January  1,  1996,  the  Company  entered  into  a  deferred
compensation agreement with another officer wherein $25,000  per
year  was  accrued.  This agreement, with unfunded  accruals  of
$79,041  terminated  on June 25, 1998, and  will  be  paid  upon
retirement  in either equal consecutive monthly payments  for  a
period not exceeding sixty (60) months or a single payment equal
to  the then present value of the account, said selection to  be
at  the  discretion of the Company. The Company entered  into  a
second deferred compensation agreement with the same officer  on
June  25, 1998, which provided for the payment of certain  funds
for a period of ten years beginning two weeks after the date  of
his retirement. This agreement was terminated March 1, 1999.

Effective   March   1,   1999,  the  Company   adopted   deferred
compensation agreements for two of its employees. Under the  term
of  the  agreement, each employee would receive one twenty  sixth
(1/26)  of  fifty percent (50%) of their annual salary (excluding
bonuses)  as  of the date of retirement. Each has a death-vesting
schedule.  Management has elected not to provide  any  additional
funding  for  either  employee subsequent to  the  date  the  two
employees were no longer employed by the Company.

Deferred  compensation of $24,079 was charged to operations  for
the  years  ended  February  28, 2003  and  February  28,  2002,
respectively.

Employment  Agreements - Effective March  1,  1999,  the  Company
entered     into    ten-year    employment    agreements     with
officers/directors:

   Murray  S.  Cohen,  PhD, Chairman of  the  Board  and  Chief
   Executive Officer - To be paid an annual salary of not  less
   than  the  greater  of  his annual  base  salary  in  effect
   immediately prior to the effective date of the agreement  or
   any  subsequently established annual base salary. He  is  to
   receive  2.00%  on  gross  annual  sales  of  no  more  than
   $3,000,000, effective with the year ended February 28, 2001,
   increasing by 0.25% a year during the term of the agreement.

   James  Ivchenko, President - To be paid an annual salary  of
   not  less  than  the greater of his annual  base  salary  in
   effect  immediately  prior  to the  effective  date  of  the
   agreement  or  any  subsequently  established  annual   base
   salary.  He is to receive 1.5% on gross annual sales  of  no
   more than $3,000,000, effective with the year ended February
   28,  2001, increasing by 0.25% a year during the term of the
   agreement.

<PAGE>


                   EPOLIN, INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        FEBRUARY 28, 2003


NOTE L - COMMITMENTS AND CONTINGENCIES (continued):

Employment  Agreements - Effective March  1,  1999,  the  Company
entered     into    ten-year    employment    agreements     with
officers/directors:

   Murray  S.  Cohen, PhD, Chairman of the Board  and  Chief
   Executive  Officer - To be paid an annual salary  of  not
   less than the greater of his annual base salary in effect
   immediately prior to the effective date of the  agreement
   or any subsequently established annual base salary. He is
   to  receive 2.00% on gross annual sales of no  more  than
   $3,000,000,  effective with the year ended  February  28,
   2001,  increasing by 0.25% a year during the term of  the
   agreement.

   James  Ivchenko, President - To be paid an annual  salary
   of not less than the greater of his annual base salary in
   effect  immediately prior to the effective  date  of  the
   agreement  or  any subsequently established  annual  base
   salary. He is to receive 1.5% on gross annual sales of no
   more  than  $3,000,000, effective  with  the  year  ended
   February 28, 2001, increasing by 0.25% a year during  the
   term of the agreement.



SUBSEQUENT EVENT:

In  December  2000, two individuals (each a former  director  and
former  employee of the Company) instituted suit in the  Superior
Court  of  New  Jersey, Bergen County-Law Division,  against  the
Company  and  the other directors of the Company alleging  claims
pursuant to their past employment as well as a derivative  claim,
as   minority  stockholders.  Such  claims  included  breach   of
contract, civil rights, age discrimination, wrongful termination,
infliction  of  emotional distress and a  shareholder  derivative
claim.  Subsequent to the end of fiscal 2003, the Company reached
an  agreement in principle to settle the lawsuit. The  settlement
terms  include a lump sum payment to the plaintiffs in the amount
of  $312,000.  The  Company's insurance company  has  tentatively
agreed   to   contribute  approximately  $125,000   towards   the
settlement  and  the  Company  will contribute  the  balance.  In
addition, he Company will buy back 126,500 shares owned by one of
the  plaintiffs  for the aggregate amount of $69,575  ($0.55  per
share). Although the definitive settlement agreement has not  yet
been  signed,  the Company expects that it will be finalized  and
signed  in  the  current fiscal quarter or soon  thereafter.  The
Company  does  not believe that the terms of the settlement  will
likely  have  a  material  adverse  effect  on  its  results   of
operations, financial position or cash flows.

Other  than  the foregoing, there are no other materials  pending
legal proceedings to which the Company is a party or to which any
of its property is subject.