================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

                    [X] QUARTERLY REPORT PURSUANT TO SECTION
                          13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                   For the quarterly period ended May 31, 2009

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

                 For the transition period from ______ to ______


                        Commission file number 000-17741

                                  EPOLIN, INC.
             (Exact name of Registrant as Specified in its Charter)

New Jersey                                                           22-2547226
(State or other jurisdiction                                   (I.R.S. Employer
of incorporation or                                          Identification No.)
organization)

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

                                 (973) 465-9495
              (Registrant's Telephone Number, Including Area Code)

                                 Not applicable
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                 Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
                                 Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definition of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

    Large accelerated filer   [ ]             Accelerated filer         [ ]
    Non-accelerated filer     [ ]             Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined by
Rule 12b-2 of the Exchange Act).
                                 Yes [ ] No [X]

State the number of shares outstanding of each of the Issuer's classes of common
stock, as of the latest practicable date: no par value per share: 12,066,355
outstanding as of July 1, 2009.

================================================================================

<PAGE>

                                  EPOLIN, INC.

                                TABLE OF CONTENTS

                                                                            Page
PART I - FINANCIAL INFORMATION

    Item 1.   Financial Statements.                                           3
    Item 2.   Management's Discussion and Analysis of Financial Condition     3
              and Results of Operations.
    Item 3.   Quantitative and Qualitative Disclosures About Market Risk.     8
    Item 4T.  Controls and Procedures.                                        8

PART II - OTHER INFORMATION

    Item 1.   Legal Proceedings.                                              9
    Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.    9
    Item 3.   Default upon Senior Securities.                                 9
    Item 4.   Submission of Matters to a Vote of Security Holders.            9
    Item 5.   Other Information.                                              9
    Item 6.   Exhibits.                                                       9

SIGNATURES                                                                   10


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

         See the Consolidated Financial Statements annexed to this report.


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

         The following discussion should be read in conjunction with the audited
consolidated financial statements and the notes thereto appearing elsewhere in
this report and is qualified in its entirety by the foregoing.

Forward-Looking Statements

         This report contains certain forward-looking statements and information
relating to the Company that are based on the beliefs and assumptions made by
the Company's management as well as information currently available to the
management. When used in this document, the words "anticipate", "believe",
"estimate", and "expect" and similar expressions, are intended to identify
forward-looking statements. Such statements reflect the current views of the
Company with respect to future events and are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated or expected. Certain of these risks and uncertainties are
discussed in Part I, Item 1A "Risk Factors" of the Company's Form 10-K for the
year ended February 28, 2009. The Company does not intend to update these
forward-looking statements.

Executive Overview

         Epolin, Inc. (the "Company", "we", "us" and "our") which was
incorporated in the State of New Jersey in May 1984, is a specialized chemical
company primarily engaged in the manufacturing, marketing, research and
development of dyes and dye formulations. Our business is heavily weighted
towards the development, manufacture and sale of near infrared dyes.
Applications for these dyes cover several markets that include laser protection,
welding, sunglasses, optical filters, glazing and imaging and security inks and
tagants. Paralleling the growth of the dye business, we maintain 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. However, unlike the dye business, we do not expect our
specialty chemical business to grow.

         We sell our products to manufacturers of plastics/resins, credit cards,
electronics, glass and other basic materials. Our customers are located in all
regions of the world, although a material portion of our business is dependent
on certain domestic customers, the loss of which could have a material effect on
operations. During the three months ended May 31, 2009, approximately 48.1% of
sales were to three customers. During the three months ended May 31, 2008,
approximately 31.8% of sales were to three customers. The loss of one or more
key customers could have a material adverse effect on the Company.

Results of Operations

         The following tables set forth operations data for the three months
ended May 31, 2009 and 2008.

                                       3
<PAGE>
<TABLE>
<CAPTION>

                           Three Months Ended May 31,
                           --------------------------

                                                    2009         2008       % change
                                                 ----------   ----------   ----------
<S>                                              <C>          <C>                <C>
         Sales                                   $  726,169   $  912,791        -20.4%

         Gross profit                               470,514      522,729        -10.0%

         Gross profit percentage                       64.8%        57.3%         7.5%

         Selling, general & administrative          259,065      293,647        -11.8%
                                                 ----------   ----------

         Operating income                           211,449      229,082         -7.7%
         Other Income                                12,367       17,005        -27.3%
                                                 ----------   ----------

         Income before taxes                        223,816      246,087         -9.1%

         Income taxes                                83,950       96,935        -13.4%

         Net income (after taxes)                $  139,866   $  149,152         -6.2%
                                                 ==========   ==========
</TABLE>

Sales

         For the three months ended May 31, 2009, sales were $726,000 as
compared to $913,000 for the three months ended May 31, 2008, a decrease of
$187,000 or 20.4%.

         Such decreases in sales is primarily due to reduced sales in the ink
and coating market as well as the light management market. Sales in the ink and
coating market were $132,000 for the three months ended May 31, 2009 compared to
$263,000 for the three months ended May 31, 2008, a decrease of $131,000, and
sales in the light management market were $130,000 for the three months ended
May 31, 2009 compared to $216,000 for the three months ended May 31, 2008, a
decrease of $86,000. While sales declined in these two markets, sales in the eye
protection market, which represents our oldest and traditional market, increased
to $432,000 for the three months ended May 31, 2009 from $383,000 for the three
months ended May 31, 2008, an increase of $49,000.

         Sales in the United States increased for the three months ended May 31,
2009 while sales decreased in Europe and Asia for the three months ended May 31,
2009 compared to the prior year period. For the three months ended May 31, 2009,
sales increased in the United States to $665,000 from $626,000 for the three
months ended May 31, 2008, while in Europe sales decreased to $39,000 for the
three months ended May 31, 2009 from $85,000 for the prior year period, and in
Asia, sales decreased to $21,000 for the three months ended May 31, 2009 from
$201,000 for the three months ended May 31, 2008.

Gross Profit

         Gross profit, defined as sales less cost of sales, was $471,000 or
64.8% of sales for the three months ended May 31, 2009, compared to $523,000 or
57.3% of sales for the three months ended May 31, 2008. While our gross profit
percentage increased by 7.5%, gross profit decreased in terms of absolute
dollars by $52,000 for the three months ended May 31, 2009 compared to the prior
year period.

         Cost of sales was $256,000 for the three months ended May 31, 2009
which represented 35.3% of sales compared to $391,000 for the three months ended
May 31, 2008 which represented 42.8% of sales. Total cost of materials decreased
$102,000 in the three months ended May 31, 2009 compared to the prior year
period primarily due to decreases in purchases and production salaries, and
total factory overhead decreased $33,000 in the three months ended May 31, 2009
compared to the prior year period, primarily due to decreases in research and
development salaries and applied factory overhead, offset by an increase in
research and development supplies.

                                       4
<PAGE>

Selling, General and Administrative Expenses

         Selling, general and administrative expenses were $259,000 or 35.7% of
sales for the three months ended May 31, 2009 compared to $294,000 or 32.2% of
sales for the three months ended May 31, 2008, a decrease of $35,000. Such
decrease in absolute dollars was primarily due to a decrease in officers'
salaries and administrative salaries, and decreases in commission and consulting
fees offset by increases in professional fees.

Operating Income

         Operating income, in terms of absolute dollars, decreased to $211,000
for the three months ended May 31, 2009 from $229,000 for the three months ended
May 31, 2008, a decrease of $18,000. Such decrease was primarily due to the
decrease in sales for the three months ended May 31, 2009 compared to the prior
year period offset by lesser decreases in cost of sales and expenses over the
same periods. As a percentage of sales, operating income was 29.1% of sales for
the three months ended May 31, 2009 compared to 25.1% of sales for the three
months ended May 31, 2008.

Other Income

         Total other income was $12,000 for the three months ended May 31, 2009
compared to $17,000 for the three months ended May 31, 2008. While rental income
remained the same, interest income decreased to $8,000 in the three months ended
May 31, 2009 from $13,000 in the three months ended May 31, 2008.

Net Income

         During the three months ended May 31, 2009, we reported income before
taxes of $224,000 as compared to income before taxes of $246,000 for the three
months ended May 31, 2008, a decrease of $22,000. Income taxes were $84,000 for
the three months ended May 31, 2009 compared to income taxes of $97,000 for the
three months ended May 31, 2008. The changes in income taxes were generally
attributed to changes from period to period in sales and expenses. Net income
after taxes was $140,000 or $0.01 per share for the three months ended May 31,
2009 as compared to net income after taxes of $149,000 or $0.01 per share for
the three months ended May 31, 2008.

         Net income in the future will be dependent upon our ability to increase
revenues faster than increases, if any, in our selling, general and
administrative expenses, research and development expenses and other expenses.
Prior to fiscal 2007, sales had grown for a number of consecutive years. In
fiscal 2007, however, sales decreased by $91,000 compared to fiscal 2006 and, in
fiscal 2008, sales decreased by $17,000 compared to fiscal 2007. The largest
reduction in sales in recent years occurred in fiscal 2009 with sales decreasing
by $501,000 compared to fiscal 2008. Sales have continuted to decrease into
fiscal 2010 with sales decreasing by $187,000 during the three months ended May
31, 2009 compared to the prior year period. Unlike fiscal 2008 and 2007,
however, in which net income did improve in each year compared to the prior
year, net income in fiscal 2009 decreased by $396,000 compared to fiscal 2008.
While such decrease in net income has continued into the first three months of
fiscal 2010, such decrease has not been as dramatic with net income decreasing
by $9,000 in the three months ended May 31, 2009 compared to the three months
ended May 31, 2008.

Operations Outlook

         Following a period of readjustment in our business priorities, we were
able to achieved $3,701,000 in sales for fiscal 2006 which was $821,000 or 28.5%
greater than the prior fiscal year. In fiscal 2007, however, sales decreased to
$3,610,000, a decrease of 2.5% from the prior year, and in fiscal 2008, sales
decreased to $3,593,000, a decrease of 0.5% from fiscal 2007. This continued
into fiscal 2009 in which sales decreased at a much greater rate to $3,092,000
or 14.0% compared to fiscal 2008, as well as the first three months of fiscal
2010 in which sales decreased by $187,000 compared to the comparable period of
fiscal 2009. During these periods of reduced sales, we had a major decline in
sales of security inks for the credit card market which had been a key area of
our growth from 2005 to 2007. While this market remains a source of business for
us, we will likely not be able to achieve the same level of sales in the future
which we achieved from 2005 to 2007 in the security inks market. Nevertheless,
we are confident that with our core group of products, we will be able to
maintain sales in our principal markets, such as the eye protection market and
the light management market, while always seeking new areas for the use of our
dyes.

         As a result of recent expressions of interest received, management
began in fiscal 2009 to explore strategic alternatives for the Company. In
February 2009, the Company retained Millburn Capital Group as its financial
advisor in connection with the Board's decision to explore strategic
alternatives for the Company, including the potential sale of the Company. In
May 2009, the Company announced that it has entered into a non-binding letter of
intent whereby all of the outstanding capital stock of the Company will be
acquired by a strategic purchaser. There can be no assurance that any definitive
agreement will be entered into, that any proposed transaction will be approved

                                       5
<PAGE>

by the shareholders of the Company or that a transaction will be completed as a
result of the execution of the letter of intent. The Company does not currently
intend to publicly disclose additional information about the status of this
process but will publicly report all required information on a timely basis.

Liquidity and Capital Resources

         Our primary source of funds is cash flow from operations in the normal
course of selling products. On May 31, 2009, we had working capital of
$2,729,000, a debt to equity ratio of 0.09 to 1, and stockholders' equity of
$3,689,000 compared to working capital of $2,913,000, a debt to equity ratio of
0.13 to 1, and stockholders' equity of $3,821,000 on May 31, 2008. On May 31,
2009, we had $1,558,000 in cash and cash equivalents, total assets of $4,008,000
and total liabilities of $319,000, compared to $1,907,000 in cash and cash
equivalents, total assets of $4,305,000 and total liabilities of $484,000 on May
31, 2008.

         Net cash provided by operating activities for the three months ended
May 31, 2009 was $3,000 which was primarily the result of net income of
$140,000, plus decreases in prepaid expenses of $20,000 and prepaid taxes of
$87,000, offset by a decrease in accrued expenses of $228,000 and increases in
accounts receivable of $17,000 and inventories of $21,000. Net cash provided by
operating activities for the three months ended May 31, 2008 was $195,000 which
was primarily the result of net income of $149,000, plus decreases in accounts
receivable of $50,000, inventories of $33,000 and prepaid expenses of $17,000,
and increases in taxes payable of $56,000, offset by a decrease in accrued
expenses of $145,000.

         Net cash provided by investing activities for the three months ended
May 31, 2009 was $10,000 due a decrease in cash value of a life insurance policy
of $38,000 offset by payments for property and equipment of $28,000, compared to
net cash used by investing activities of $29,000 for the three months ended May
31, 2008 due to an increase in cash value of a life insurance policy of $3,000
and payments for property and equipment of $26,000.

         For the three months ended May 31, 2009, there was no cash flows from
or used in financing activities compared to $239,000 used in financing
activities in the three months ended May 31, 2008 due to the payment of a cash
dividend to shareholders. There was no comparable dividend paid in the three
months ended May 31, 2009.

         We anticipate, based on currently proposed plans and assumptions
relating to our operations, that our current cash and cash equivalents together
with projected cash flows from operations and projected revenues will be
sufficient to satisfy its contemplated cash requirements for more than the next
12 months. Our contemplated cash requirements for the balance of fiscal 2010 and
beyond will depend primarily upon level of sales of our products, inventory
levels, product development, sales and marketing expenditures and capital
expenditures.

         Inflation has not significantly impacted our operations.

Significant Accounting Policies

         Our discussion and analysis of the Company's financial condition and
results of operations are based upon our consolidated financial statements which
have been prepared in conformity with U.S. generally accepted accounting
principles. Our significant accounting policies are described in Note B to the
consolidated financial statements included elsewhere herein. The application of
our critical accounting policies is particularly important to the portrayal of
our financial position and results of operations. These critical accounting
policies require us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. We believe the following critical accounting
policies reflect the more significant judgments and estimates used in the
preparation of the consolidated financial statements.

         Inventories - Our inventories consist of raw materials, work in
process, finished goods and supplies which we value at the lower of cost or
market under the first-in, first-out method.

         Plant, Property and Equipment - Our plant, property and equipment are
stated at cost. We compute provisions for depreciation on the straight-line
methods, based upon the estimated useful lives of the various assets. We also
capitalize the costs of major renewals and betterments. Repairs and maintenance
are charged to operations as incurred. Upon disposition, the cost and related
accumulated depreciation are removed and any related gain or loss is reflected
in earnings.

                                       6
<PAGE>

         Income taxes - We account for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes", in which the asset
and liability method is used in accounting for income taxes. We recognize
deferred taxes 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.

         Revenue Recognition - We recognize revenue consistent with the
provisions of SEC Staff Accounting Bulletin No. 104, "Revenue Recognition",
which sets forth guidelines in the timing of revenue recognition based upon
factors such as passage of title, payments and customer acceptance. Any amounts
received prior to satisfying our revenue recognition criteria will be recorded
as deferred revenue in the accompanying balance sheet. We recognize revenue from
product sales when there is persuasive evidence that an arrangement exists, when
title has passed, the price is fixed or determinable, and we are reasonably
assured of collecting the resulting receivable. Our policy is to replace certain
products that do not conform to customer specifications, however replacements
are made at our discretion subject to in house product lab analysis. There are
no terms or conditions set forth within our sales contracts that provide for
product replacements. We expense replacement costs as incurred.

         Stock-based Compensation - Effective March 1, 2006, we have adopted
Statement of Financial Accounting Standards ("SFAS") No. 123(R), "Share-Based
Payment". SFAS 123R requires companies to measure and recognize in operations
the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value. In accordance with the
provisions of the Securities and Exchange Commission Staff Accounting Bulletin
No. 107, we have adapted the modified-prospective transition method. Prior
periods were not restated to reflect the impact of adopting the new standard. We
determine the fair value of stock-based compensation using the Black-Scholes
option-pricing model, which requires us to make assumptions regarding future
dividends, expected volatility of our stock, and the expected lives of the
options. Under SFAS 123R we also make assumptions regarding the number of
options and the number of shares of restricted stock and performance shares that
will ultimately vest. As a result of the adoption of FAS 123R, stock-based
compensation expense recognized includes compensation expense for all
share-based payments granted on or prior to, but not yet vested as of March 1,
2006, based on the grant date fair value estimated in accordance with the
original provisions of FAS 123, and compensation cost for all share-based
payments granted on or subsequent to March 1, 2006, based on the grant date fair
value estimated in accordance with the provisions of FAS 123R.

Recently Adopted Accounting Standards

         On March 1, 2008, we adopted Statement of Financial Accounting Standard
("SFAS") No. 157, "Fair Value Measurements" ("FAS 157") for financial assets and
liabilities, which clarifies the meaning of fair value, establishes a framework
for measuring fair value and expands disclosures about fair value measurements.
Fair value is defined under FAS 157 as the exchange price that would be received
for an asset or paid to transfer a liability in the principal or most
advantageous market for the assets or liabilities in an orderly transaction
between market participants on the measurement date. Subsequent changes in fair
value of these financial assets and liabilities are recognized in earnings or
other comprehensive income when they occur. The effective date of the provisions
of FAS 157 for non-financial assets and liabilities, except for items recognized
at fair value on a recurring basis, was deferred by Financial Accounting
Standards Board ("FASB") Staff Position FAS 157-2 ("FSP FAS 157-2") and are
effective for the fiscal year beginning March 1, 2009. We are currently
evaluating the impact of the provisions for non-financial assets and
liabilities. The adoption of FAS 157 for financial assets and liabilities did
not have an impact on our consolidated financial position or results of
operations.

         Also, effective March 1, 2008, we adopted SFAS No. 159 "The Fair Value
Option for Financial Assets and Financial Liabilities" ("FAS 159") which allows
an entity the irrevocable option to elect fair value for the initial and
subsequent measurement for certain financial assets and liabilities on a
contract-by-contract basis. As of February 28, 2009, we have not elected the
fair value option for any additional financial assets and liabilities beyond
those already prescribed by accounting principles generally accepted in the
United States.

         In October 2008, the FASB issued Staff Position No. FAS 157-3,
"Determining the Fair Value of a Financial Asset in a Market That Is Not Active
("FSP FAS 157-3")." FSP FAS 157-3 clarifies the application of FAS 157 in a
market that is not active and defines additional key criteria in determining the
fair value of a financial asset when the market for that financial asset is not
active. FSP FAS 157-3 applies to financial assets within the scope of accounting
pronouncements that require or permit fair value measurements in accordance with
FAS 157. FSP FAS 157-3 was effective upon issuance and the application of FSP
FAS 157-3 did not have a material impact on our consolidated financial
statements.

                                       7
<PAGE>

Other Information

         Subsequent to the end of fiscal 2006, the Board of Directors approved
the adoption of a dividend policy under which we will issue a regular annual
cash dividend on shares of our Common Stock. The amount of the dividend, record
date and payment date will be subject to approval every year by the Board of
Directors. In accordance with the new dividend policy, a regular annual cash
dividend of $0.02 per share was paid in each of May 2006, May 2007 and May 2008.
In addition, since of the adoption of the dividend policy in fiscal 2007, a
special cash dividend of $0.02 per share was paid in each of January 2007 and
January 2008, and a supplemental special cash dividend of $0.04 per share was
paid in August 2008. We did not declare another special cash dividend in January
2009 similar to the special cash dividends we have paid in January of prior
years. Primarily due the Company's recent decision to seek strategic
alternatives, the Board determined to postpone any action regarding the
declaration of the regular annual cash dividend for 2009 and beyond pending the
outcome of this process.

         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. There were no repurchases made by the Company of shares of its
Common Stock during the fiscal years ended February 29, 2008 and February 29,
2009, and during the first three months of fiscal 2010. In prior years, since
the adoption of the program in August 2001, a total of 331,500 shares were
repurchased at a cumulative cost of $195,766.

Off-Balance Sheet Arrangements

         We do not have any off balance sheet arrangements that are reasonably
likely to have a current or future effect on our financial condition, revenues,
and results of operations, liquidity or capital expenditures.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

         We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the information
under this item.

Item 4T. Controls and Procedures.

         Under the supervision and with the participation of our management,
including the Principal Executive Officer and Principal Financial Officer, we
have evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end
of the period covered by this report. Based on that evaluation, our Principal
Executive Officer and Principal Financial Officer have concluded that, as of May
31, 2009, these disclosure controls and procedures were effective to ensure that
all information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is: (i) recorded, processed, summarized and
reported, within the time periods specified in the Commission's rule and forms;
and (ii) accumulated and communicated to our management, including our Principal
Executive Officer and Principal Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.

         There have been no significant changes in our internal controls over
financial reporting that occurred during the fiscal quarter covered by this
report that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.

                                       8
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

         There are no material pending legal proceedings to which we are a party
or to which any of our property is subject.


Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

         None.


Item 3.  Defaults Upon Senior Securities.

         None.


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

         None.


Item 5.  Other Information.

         None.


Item 6.  Exhibits.

         31.1     Certification of Chief Executive Officer pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14
                  of the Exchange Act)

         31.2     Certification of Principal Financial Officer pursuant to
                  Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14
                  and 15d-14 of the Exchange Act)

         32.1     Certification pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002 (18 U.S.C. 1350)

                                       9
<PAGE>

                                   SIGNATURES

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


                                       EPOLIN, INC.
                                       (Registrant)

Dated:   July 8, 2009                  By: /s/ Murray S. Cohen
         ------------                      -------------------------------------
                                           Murray S. Cohen,
                                           Chairman of the Board


Dated:   July 8, 2009                  By: /s/ James Ivchenko
         ------------                      -------------------------------------
                                           James Ivchenko,
                                           President
                                           (Principal Financial Officer)


                                       10
<PAGE>



                           EPOLIN, INC. AND SUBSIDIARY

                  CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

                               THREE MONTHS ENDED

                              MAY 31, 2009 AND 2008



<PAGE>

                                   CONTENTS

                                                                          Page
                                                                          ----

Consolidated Financial Statements:

    Consolidated Balance Sheets (Unaudited)                              2 - 3

    Consolidated Statements of Income (Unaudited)                          4

    Consolidated Statements of Stockholders' Equity (Unaudited)            5

    Consolidated Statements of Cash Flows (Unaudited)                      6

Notes to Consolidated Financial Statements (Unaudited)                   7 - 23


<PAGE>
<TABLE>
<CAPTION>

                           EPOLIN, INC. AND SUBSIDIARY
                     CONSOLIDATED BALANCE SHEETS (Unaudited)

                                     ASSETS

                                                                               May 31,
                                                                     ----------------------------
                                                                         2009            2008
                                                                     ------------    ------------
<S>                                                                  <C>                <C>
Current assets:
  Cash and cash equivalents                                          $  1,558,369       1,906,536
  Accounts receivable                                                     388,591         568,800
  Inventories                                                             688,125         609,687
  Prepaid expenses                                                         36,281          43,655
  Prepaid taxes                                                           141,816              --
  Deferred tax assets-current portion                                      11,794          20,212
                                                                     ------------    ------------

    Total current assets                                                2,824,976       3,148,890
                                                                     ------------    ------------
Plant, property and equipment - at cost:
  Land                                                                     81,000          81,000
  Building and improvements                                               767,300         734,578
  Laboratory equipment                                                    191,549         189,300
  Furniture and office equipment                                          260,962         217,795
  Leasehold improvements                                                  532,131         458,495
                                                                     ------------    ------------

    Total                                                               1,832,942       1,681,168

  Less: Accumulated depreciation and amortization                         930,542         825,826
                                                                     ------------    ------------

    Net plant, property and equipment                                     902,400         855,342
                                                                     ------------    ------------
Other assets:
  Deferred tax assets-non current portion                                 104,767          96,626
  Cash value - life insurance policy                                      175,543         204,389
                                                                     ------------    ------------

    Total other assets                                                    280,310         301,015
                                                                     ------------    ------------

        Total                                                        $  4,007,686       4,305,247
                                                                     ============    ============
</TABLE>

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

                                       2
<PAGE>
<TABLE>
<CAPTION>

                           EPOLIN, INC. AND SUBSIDIARY
               CONSOLIDATED BALANCE SHEETS (CONTINUED) (Unaudited)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                               May 31,
                                                                     ----------------------------
                                                                         2009            2008
                                                                     ------------    ------------
<S>                                                                  <C>                   <C>
Current liabilities:
  Accounts payable                                                   $     37,058          13,742
  Accrued expenses                                                         56,766         126,208
  Taxes payable:
    Payroll                                                                 2,208           1,889
    Income                                                                     --          93,835
                                                                     ------------    ------------

        Total current liabilities                                          96,032         235,674

Other liabilities - Deferred compensation                                 222,811         248,359
                                                                     ------------    ------------

        Total liabilities                                                 318,843         484,033
                                                                     ------------    ------------

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;
    13,015,000 and 12,915,000 shares issued, and 12,066,355 and
    11,966,355 shares outstanding at May 31, 2009 and 2008
    repectively                                                         2,364,693       2,364,693
    Additional paid-in capital                                            104,820          76,820
    Retained earnings                                                   1,570,412       1,730,783
                                                                     ------------    ------------

        Total                                                           4,039,925       4,172,296
    Less: Treasury stock - at cost                                        351,082         351,082
                                                                     ------------    ------------

      Total stockholders' equity                                        3,688,843       3,821,214
                                                                     ------------    ------------

        Total                                                        $  4,007,686       4,305,247
                                                                     ============    ============
</TABLE>

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

                                        3
<PAGE>
<TABLE>
<CAPTION>

                           EPOLIN, INC. AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
                    THREE MONTHS ENDED MAY 31, 2009 AND 2008


                                                                         2009            2008
                                                                     ------------    ------------
<S>                                                                  <C>                  <C>
Sales                                                                $    726,169         912,791
                                                                     ------------    ------------
Cost of sales and expenses:
  Cost of sales                                                           255,655         390,062
  Selling, general and administrative                                     259,065         293,647
                                                                     ------------    ------------

     Total                                                                514,720         683,709
                                                                     ------------    ------------

Operating income                                                          211,449         229,082
                                                                     ------------    ------------
Other income:
  Rental income                                                             4,500           4,500
  Interest                                                                  7,867          12,505
                                                                     ------------    ------------

     Total                                                                 12,367          17,005
                                                                     ------------    ------------

Income before taxes                                                       223,816         246,087

Income taxes                                                               83,950          96,935
                                                                     ------------    ------------

Net income                                                           $    139,866         149,152
                                                                     ============    ============
Per share data:
  Basic earnings per common share                                    $       0.01            0.01
                                                                     ============    ============

  Fully diluted earnings per common share                            $       0.01            0.01
                                                                     ============    ============

  Weighted average number of common shares outstanding                 12,066,355      11,966,355
                                                                     ============    ============

  Fully diluted number of common shares outstanding                    12,106,791      12,006,791
                                                                     ============    ============
</TABLE>

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

                                        4
<PAGE>
<TABLE>
<CAPTION>

                           EPOLIN, INC. AND SUBSIDIARY
           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited)
                    THREE MONTHS ENDED MAY 31, 2009 AND 2008

                           Number of                   Additional
                             Shares       Common        Paid-in-       Retained     Treasury     Treasury    Stockholders'
                             Issued        Stock        Capital        Earnings      Shares       Stock         Equity
                          ------------   ----------   ------------    ----------   ----------   ----------   ------------
<S>                         <C>          <C>                <C>        <C>            <C>         <C>           <C>
Balance - March 1, 2008     12,915,000   $2,364,693         76,820     1,820,958      948,645     (351,082)     3,911,389

Dividends paid                      --           --             --      (239,327)          --           --       (239,327)

Net income                          --           --             --       149,152           --           --        149,152
                          ------------   ----------   ------------    ----------   ----------   ----------   ------------

Balance - May 31, 2008      12,915,000   $2,364,693         76,820     1,730,783      948,645     (351,082)     3,821,214
                          ============   ==========   ============    ==========   ==========   ==========   ============


Balance - March 1, 2009     13,015,000   $2,364,693        104,820     1,430,546      948,645     (351,082)     3,548,977

Net income                          --           --             --       139,866           --           --        139,866
                          ------------   ----------   ------------    ----------   ----------   ----------   ------------

Balance - May 31, 2009      13,015,000   $2,364,693        104,820     1,570,412      948,645     (351,082)     3,688,843
                          ============   ==========   ============    ==========   ==========   ==========   ============
</TABLE>



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


                                       5
<PAGE>
<TABLE>
<CAPTION>

                           EPOLIN, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                    THREE MONTHS ENDED MAY 31, 2009 AND 2008

                                                                         2009            2008
                                                                     ------------    ------------
<S>                                                                  <C>                  <C>
Cash flows from operating activities:
  Net income                                                         $    139,866         149,152
  Adjustments to reconcile net income to net cash provided by
   operating activities:
     Depreciation and amortization                                         25,300          25,233
     Deferred tax expense                                                  (2,680)          3,317
     Obligation under deferred compensation agreement                       1,423           1,676
  (Increase) decrease in:
     Accounts receivable                                                  (17,148)         49,645
     Inventories                                                          (20,941)         32,842
     Prepaid expenses                                                      20,017          16,757
     Prepaid taxes                                                         86,530              --
  Increase (decrease) in:
     Accounts payable                                                      (1,640)          4,082
     Accrued expenses                                                    (227,658)       (144,547)
     Taxes payable                                                             --          56,435
                                                                     ------------    ------------

        Net cash provided by operating activities                           3,069         194,592
                                                                     ------------    ------------

Cash flows from investing activities:
  (Increase) decrease in cash value - life insurance policy                37,909          (3,020)
  Payments for property and equipment                                     (27,575)        (25,851)
                                                                     ------------    ------------

        Net cash provided (used) in investing activities                   10,334         (28,871)
                                                                     ------------    ------------
Cash flows used in financing activities -
  Dividends paid                                                               --        (239,327)
                                                                     ------------    ------------

Increase (decrease) in cash                                                13,403         (73,606)

Cash and cash equivalents:
  Beginning                                                             1,544,966       1,980,142
                                                                     ------------    ------------

  Ending                                                             $  1,558,369       1,906,536
                                                                     ============    ============
Supplemental disclosures of cash flows:
  Income taxes paid                                                  $    127,818         337,842
                                                                     ============    ============
</TABLE>

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

                                        6
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE A - Organization:

         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 Corporation, was
incorporated in New Jersey as a real estate holding company whose assets consist
of land and a building. On January 29, 1998, the Company acquired 100% of the
stock in Epolin Holding Corporation. Prior to acquisition, two
officers/stockholders of the Company controlled it.

NOTE B - Summary of Significant Accounting Policies:

Basis of Presentation - The interim Consolidated Financial Statements presented
herein are unaudited and should be read in conjunction with the Consolidated
Financial Statements presented in the Company's Annual Report on Form 10-K for
the fiscal year ended February 28, 2009. Such interim Consolidated Financial
Statements reflect all normal and recurring adjustments that, in the opinion of
management, are necessary for a fair presentation of the financial position,
results of operations and cash flows of the Company for the periods presented.
All significant intercompany accounts and transactions have been eliminated.

         The results of operations for the three-month interim period ended May
31, 2009 and 2008 are not necessarily indicative of the results of operations
for the fiscal year ending February 28, 2010.

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 at various times
of the year had cash deposits in financial institutions and a brokerage house in
excess of the amount insured by the agencies of the federal government. In
evaluating this credit risk, the Company periodically evaluates the stability of
the financial institution and brokerage house.

         Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of accounts receivable.
Generally, the Company does not require collateral or other securities to
support its accounts receivable. Two customers represented 50.9% of the
Company's trade receivables at May 31, 2009.

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.

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.

                                        7
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

NOTE B - Summary of Significant Accounting Policies (continued):

Principles of Consolidation - The accompanying Unaudited Consolidated Financial
Statements include the accounts of the Company and Subsidiary. Inter-company
transactions and balances have been eliminated in consolidation. Condensed
Unaudited Consolidating Financial Statements as of May 31, 2009 and for the
three months then ended are:
<TABLE>
<CAPTION>

                      CONDENSED CONSOLIDATING BALANCE SHEET

                                                         Epolin
                                          Epolin         Holding,
                                            Inc.          Corp.        Eliminations    Consolidated
                                       ------------    ------------    ------------    ------------
<S>                                    <C>                  <C>         <C>              <C>
Current assets                         $  2,425,722         399,254              --       2,824,976
Non-current assets                        1,581,964         647,542      (1,046,796)      1,182,710
                                       ------------    ------------    ------------    ------------
       Total                           $  4,007,686       1,046,796      (1,046,796)      4,007,686
                                       ============    ============    ============    ============

  Total liabilities                    $    318,843          24,435         (24,435)        318,843
                                       ------------    ------------    ------------    ------------

Stockholders' equity:
  Common stock                            2,364,693              --              --       2,364,693
  Additional paid-in capital                104,820              --              --         104,820
  Retained earnings                       1,570,412       1,022,361      (1,022,361)      1,570,412
  Treasury stock                           (351,082)             --              --        (351,082)
                                       ------------    ------------    ------------    ------------

  Total stockholders' equity              3,688,843       1,022,361      (1,022,361)      3,688,843
                                       ------------    ------------    ------------    ------------

     Total                             $  4,007,686       1,046,796      (1,046,796)      4,007,686
                                       ============    ============    ============    ============

<CAPTION>

                   CONDENSED CONSOLIDATING STATEMENT OF INCOME

                                                         Epolin
                                          Epolin         Holding,
                                            Inc.          Corp.        Eliminations    Consolidated
                                       ------------    ------------    ------------    ------------
<S>                                    <C>             <C>               <C>             <C>
Sales                                  $    726,169              --              --         726,169
Rental income                                    --          28,935         (24,435)          4,500
                                       ------------    ------------    ------------    ------------
     Total                                  726,169          28,935         (24,435)        730,669
                                       ------------    ------------    ------------    ------------

Cost of sales                               255,655              --              --         255,655
Selling, general and administrative         275,736           7,764         (24,435)        259,065
                                       ------------    ------------    ------------    ------------

     Total                                  531,391           7,764         (24,435)        514,720
                                       ------------    ------------    ------------    ------------

Operating income                            194,778          21,171              --         215,949

Other income - interest                       5,908           1,959              --           7,867
                                       ------------    ------------    ------------    ------------

Income before taxes                         200,686          23,130              --         223,816

Income taxes                                 82,020           1,930              --          83,950
                                       ------------    ------------    ------------    ------------

Net income                             $    118,666          21,200              --         139,866
                                       ============    ============    ============    ============
</TABLE>

                                        8
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE B - Summary of Significant Accounting Policies (continued):

Accounts Receivable - Accounts receivable are stated at the amount management
expects to collect from outstanding balances. Management provides for probable
uncollectible amounts though a charge to earnings and a credit to a valuation
allowance based on its assessment of the status of individual accounts. This
allowance is an amount estimated by management to be adequate to absorb possible
losses. Balances that are still outstanding after management has used reasonable
collection efforts are written off through a charge to the valuation allowance
and a credit to accounts receivable.

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

A summary of the major categories of the Company's plant, property and equipment
are as follows:


                                                       Estimated Years
                                                       ---------------
Building and improvements           Straight Line             39
Laboratory equipment                Straight Line          5 - 7
Furniture and office equipment      Straight Line          5 - 7
Leasehold Improvements              Straight Line        10 - 39

         The costs of major renewals and betterments are capitalized. Repairs
and maintenance are charged to operations as incurred. Upon disposition, the
cost and related accumulated depreciation are removed and any related gain or
loss is reflected in earnings.

         Depreciation and amortization expense totaled $25,300 and $25,233 for
the three months ended May 31, 2009 and 2008, respectively.

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.

         FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes
-- an interpretation of FASB Statement No. 109 (FIN 48), clarifies the
accounting for uncertainty in income tax positions, as defined. FIN 48 requires,
among other matters, that the Company recognize in its financial statements, the
impact of a tax position, if that position is more likely than not of being
sustained on audit, based on the technical merits of the position. The Company
became subject to the provisions of FIN 48 as of March 1, 2007, the beginning of
fiscal year ended 2008, and analyzed the filing positions in all of the federal
and state jurisdictions where it is required to file income tax returns, as well
as all open tax years in these jurisdictions. The adoption of FIN 48 had no
impact on the Company's financial statements for fiscal year ended 2009. As of
May 31, 2009 and 2008, the Company did not record any unrecognized tax benefits.
The Company's policy, if it had unrecognized benefits, is to recognize accrued
interest and penalties related to unrecognized tax benefits as interest expense
and other expense, respectively.

                                       9
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE B - Summary of Significant Accounting Policies (continued):

Use of Estimates - The preparation of the Company's financial statements in
conformity with accounting principles generally accepted in the United States
requires management to make estimates, judgments and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amount of
expenses during the reporting period. The Company bases its estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

Revenue Recognition - The Company recognizes revenue consistent with the
provisions of SEC Staff Accounting Bulletin No. 104, "Revenue Recognition",
which sets forth guidelines in the timing of revenue recognition based upon
factors such as passage of title, payments, and customer acceptance. Any amounts
received prior to satisfying our revenue recognition criteria will be recorded
as deferred revenue in the accompanying balance sheet. The Company recognizes
revenue from product sales when there is persuasive evidence that an arrangement
exists, when title has passed, the price is fixed or determinable, and the
Company is reasonably assured of collecting the resulting receivable. The
Company's policy is to replace certain products that are in nonconformity with
customer specifications; however, replacements are made at the discretion of the
Company subject to in house product lab analysis. There are no terms or
conditions set forth within the Company's sales contracts that provide for
product replacements. Replacement costs are expensed as incurred.

Regulations - The Company expended approximately $5,571 and $3,600 through May
31, 2009 and 2008, respectively, to maintain compliance with certain Federal and
State and City government regulations relative to the production of near
infrared dyes and specialty chemicals.

Net Income Per Share - Basic net income per share is calculated on the basis of
the weighted average number of shares outstanding during the period, excluding
dilution. Diluted net income per share is computed on the basis of the weighted
average number of shares plus potentially dilutive common shares arising from
the assumed exercise of stock options.

Advertising Costs - Advertising costs, included in operating expenses, are
expensed as incurred. Advertising expenses amounted to $6,480 and $5,860 for the
three months ended May 31, 2009 and 2008, respectively.

                                       10
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE B - Summary of Significant Accounting Policies (continued):

Stock-Based Compensation - Effective March 1, 2006, the Company has adopted
Statement of Financial Accounting Standards ("SFAS") No. 123(R), "Share-Based
Payment". SFAS 123R requires companies to measure and recognize in operations
the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value. In accordance with the
provisions of the Securities and Exchange Commission Staff Accounting Bulletin
No. 107, the Company has adapted the modified-prospective transition method.
Prior periods were not restated to reflect the impact of adopting the new
standard. The Company determines the fair value of stock-based compensation
using the Black-Scholes option-pricing model, which requires the Company to make
assumptions regarding future dividends, expected volatility of its stock, and
the expected lives of the options. Under SFAS 123R the Company also makes
assumptions regarding the number of options and the number of shares of
restricted stock and performance shares that will ultimately vest. As a result
of the adoption of FAS 123R, stock-based compensation expense recognized
includes compensation expense for all share-based payments granted on or prior
to, but not yet vested as of March 1, 2006, based on the grant date fair value
estimated in accordance with the original provisions of FAS 123, and
compensation cost for all share-based payments granted on or subsequent to March
1, 2006, based on the grant date fair value estimated in accordance with the
provisions of FAS 123R.

         Prior to the adoption of FAS 123R and for the year ended February 28,
2007, no tax benefits from the exercise of stock options have been recognized.
Any future excess tax benefits derived from the exercise of stock options will
be recorded prospectively and reported as cash flows from financing activities
in accordance with FAS 123R.

         Deferred charges for options granted to non-employees are determined in
accordance with FAS No. 123 and EITF 96-18 "Accounting for Equity Instruments
That Are Issued to Other Than Employees for Acquiring, or in Conjunction with
Selling, Goods or Services" as the fair value of the consideration or the fair
value of the equity instruments issued, whichever is more reliably measured.

         The weighted average Black-Scholes value of options granted under the
stock plans during the three months ended May 31, 2009 and 2008 was $.18,
respectively. The fair value of each option grant is estimated on the date of
grant using the Black-Scholes option-pricing model with the following weighted
average assumptions used for grants:

                                                          May 31,
                                                 ------------------------
                                                    2009          2008
                                                 ----------    ----------
Weighted average expected life in years                   2             3
Dividends per share                                      --          0.04
Volatility                                              7.0%          7.0%
Risk-free interest rate                                 4.0%          4.9%


                                       11
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE B - Summary of Significant Accounting Policies (continued):

Recently Adopted Accounting Standards - On March 1, 2008, the Company adopted
Statement of Financial Accounting Standard ("SFAS") No. 157, "Fair Value
Measurements" ("FAS 157") for financial assets and liabilities, which clarifies
the meaning of fair value, establishes a framework for measuring fair value and
expands disclosures about fair value measurements. Fair value is defined under
FAS 157 as the exchange price that would be received for an asset or paid to
transfer a liability in the principal or most advantageous market for the assets
or liabilities in an orderly transaction between market participants on the
measurement date. Subsequent changes in fair value of these financial assets and
liabilities are recognized in earnings or other comprehensive income when they
occur. The effective date of the provisions of FAS 157 for non-financial assets
and liabilities, except for items recognized at fair value on a recurring basis,
was deferred by Financial Accounting Standards Board ("FASB") Staff Position FAS
157-2 ("FSP FAS 157-2") and are effective for the fiscal year beginning March 1,
2009. The Company is currently evaluating the impact of the provisions for
non-financial assets and liabilities. The adoption of FAS 157 for financial
assets and liabilities did not have an impact on the Company's consolidated
financial position or results of operations. For additional information on the
fair value of financial assets and liabilities, see Note N - Fair Value
Measurements.

         Also, effective March 1, 2008, the Company adopted SFAS No. 159 "The
Fair Value Option for Financial Assets and Financial Liabilities" ("FAS 159")
which allows an entity the irrevocable option to elect fair value for the
initial and subsequent measurement for certain financial assets and liabilities
on a contract-by-contract basis. As of May 31, 2009, the Company has not elected
the fair value option for any additional financial assets and liabilities beyond
those already prescribed by accounting principles generally accepted in the
United States.

         In October 2008, the FASB issued Staff Position No. FAS 157-3,
"Determining the Fair Value of a Financial Asset in a Market That Is Not Active
("FSP FAS 157-3")." FSP FAS 157-3 clarifies the application of FAS 157 in a
market that is not active and defines additional key criteria in determining the
fair value of a financial asset when the market for that financial asset is not
active. FSP FAS 157-3 applies to financial assets within the scope of accounting
pronouncements that require or permit fair value measurements in accordance with
FAS 157. FSP FAS 157-3 was effective upon issuance and the application of FSP
FAS 157-3 did not have a material impact on our consolidated financial
statements.

                                       12
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE C - Income Taxes:

1. Federal and State deferred tax assets include:

                                                          May 31,
                                                 ------------------------
                                                    2009          2008
                                                 ----------    ----------
         Temporary differences:
              Accelerated amortization           $    4,698         7,750
              Deferred compensation                  95,809        93,034
              Stock-based compensation               16,054        16,054
                                                 ----------    ----------
                  Total                             116,561       116,838

         Current portion                             11,794        20,212
                                                 ----------    ----------

         Non-current portion                     $  104,767        96,626
                                                 ==========    ==========

2. Income tax expense:

                                                          May 31,
                                                 ------------------------
                                                    2009          2008
                                                 ----------    ----------
         Current:
              Federal                            $   67,200       275,000
              State                                  19,430        86,897
                                                 ----------    ----------

                  Total current                      86,630       361,897
                                                 ----------    ----------
         Deferred:
              Federal                                 2,883         1,640
              State                                     203         1,677
                                                 ----------    ----------

                  Total deferred                      2,680         3,317
                                                 ----------    ----------

                      Total                      $   83,950        96,935
                                                 ==========    ==========


                                       13
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE D - Treasury Stock:

Consists of 948,645 shares at a net cost of $351,082, as of May 31, 2009 and
2008, respectively. There were no purchases of treasury shares made during the
three months ended May 31, 2009 and 2008, respectively.

NOTE E - 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 three months ended May 31, 2009, approximately 48.1% of
sales were to three customers. During the three months ended May 31, 2008,
approximately 31.8% of sales were to three customers.

NOTE F - Rental Income Under Sublease:

         The Company entered into an agreement with a non-related party
effective September 1, 2005 for a term ending October 31, 2007, and continuing
on a month-to-month basis thereafter through May 31, 2009. Under the terms of
the agreement, the tenant is to pay a base rent of $18,000 per year. The tenant
is currently in arrears.

NOTE G - Research and Development:

         The Company has developed substantial research and development
capability. The Company's efforts are devoted to (i) developing new products to
satisfy defined market needs, (ii) providing quality technical services to
assure the continued success of its products for its customers' applications,
(iii) providing technology for improvements to its products, processes and
applications, and (iv) providing support to its manufacturing plant for cost
reduction, productivity and quality improvement programs. Expenditures for
Company sponsored product research and product development of $100,721 and
$105,692 were included in cost of sales for the three months ended May 31, 2009
and 2008, respectively. Expenditures for the fiscal year ended 2010 are
projected to remain at approximately the same level as in fiscal 2009.

NOTE H - Employee Benefits:

Simplified Employee Pension Plan - Effective June 1, 1994, the Company provides
a SAR/SEP plan to its employees as a retirement and income tax reduction
facility. Full time employees are eligible to participate immediately. Employees
may make pre-tax and after-tax contributions subject to Internal Revenue Service
limitations. Company contributions range from three to five percent after
completion of one year of service. Employer contributions totaled $11,085 and
$16,836 for the three months ended May 31, 2009 and 2008, respectively.

                                       14
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE H - Employee Benefits (continued):

Stock Option Plan - 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 various vesting periods as follows: (1) none exercisable prior to
the first anniversary of the date of grant, and (2) certain 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 (3) certain options will become
exercisable as to 50% of the shares underlying the option on each of the second
and fourth anniversaries of the date granted. From inception through May 31,
2009, options granted totaled 1,242,000, options exercised totaled 686,000;
options cancelled or expired for all years totaled 240,000.

         A summary of the status of the Company's 1998 stock option plan as of
May 31, 2009, and the changes during the three months ended May 31, 2009 and
2008 is presented below:

                                                      Weighted-Average
Fixed Options:                            Shares       Exercise Price
--------------                            -------      --------------
Balance - February 28, 2009               316,000          $.50
                                          =======

Balance - May 31, 2009                    316,000          $.50
                                          =======

Exercisable at May 31, 2009               316,000          $.50
                                          =======


Stock Option and Stock-Based Employee Compensation - On November 1, 2004, the
Company entered into an "Option Agreement and Investment Agreement" with Gregory
Amato, CEO, the terms of which are as follows:

         1. Stock Option - An option to purchase 100,000 shares of common stock
         at an exercise price equal to the fair market value of the Company's
         common stock at the date of grant. The option is exercisable only after
         the completion of the second year of employment.

         2. Stock-Based Employee Compensation - A grant of 100,000 shares of
         restricted common stock one year from the date of the agreement,
         provided the employee is then employed by the Company.

                                       15
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE H - Employee Benefits (continued):

Stock Option Plans - The following table summarizes information about fixed
stock options outstanding at May 31, 2009:

<TABLE>
<CAPTION>

                Outstanding Options                            Exercisable Options
----------------------------------------------------    -------------------------------
                      Number       Weighted-Average       Number
   Range of        Outstanding         Remaining        Exercisable    Weighted-Average
 Exercise Price    at 05/31/09      Contractual Life    at 05/31/09     Exercise Price
---------------    -----------      ----------------    -----------    ----------------
<S>               <C>                  <C>             <C>               <C>
     $.41            116,000              4.7             116,000           .23
      .51            100,000              0.4             100,000           .25
      .54            200,000              1.1             200,000           .52
</TABLE>


Stock Option and Stock-Based Compensation Plan - On June 18, 2008, the Company's
Board of Directors approved and adopted the Epolin, Inc. 2008 Stock Incentive
Plan (the "2008 Plan"), and authorized us to issue up to 1,500,000 shares of our
Common Stock under the 2008 Plan (subject to adjustment to take account of stock
dividends, stock splits, recapitalizations and similar corporate events). Under
the 2008 Plan, the Company will have the right to issue stock options, stock
appreciation rights, restricted stock, Common Stock or convertible securities
that may or may not be subject to restrictions or forfeiture, restricted stock
units, performance shares and performance units. With the adoption of the new
2008 Plan, the 1998 Plan will terminate, and the Company will no longer be able
to grant options under it. However, options that have already been granted under
the 1998 Plan will continue to be outstanding.

         The purpose of the Plan is to provide officers, other employees and
directors of, and consultants to, the Company, an incentive to (a) enter into
and remain in the Company's service or to provide services to the Company, (b)
enhance the Company's long term performance, (c) acquire a proprietary interest
in the Company.

         The Compensation Committee or another committee of our Board of
Directors (or if there is no committee, the Board of Directors itself) will
administer the Plan. It will determine the persons to whom awards will be made,
the types of awards that will be made to particular persons, the numbers of
shares to which awards will relate, the dates when awards will vest in whole or
in part and the other terms of awards, including the payments, if any, that
participants will have to make to benefit from awards.

         The 2008 Plan provides that on September 1 of each year, commencing
September 1, 2008, each person who serves as a Director on such date shall
automatically receive a stock award of 25,000 shares of Common Stock. The dollar
value of the shares of Common Stock to be granted on September 1 of each year is
calculated based upon the fair market value of our Common Stock at the date of
grant.

                                       16
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE I - Segment Reporting:

         The Company currently operates in a single operating segment. In
addition, financial results are prepared and reviewed by management as a single
operating segment. The Company continually evaluates its operating activities
and the method utilized by management to evaluate such activities and will
report on a segment basis if and when appropriate to do so.


Sales by geographic area are as follows:

                                                   Three Months Ended
                                                         May 31,
                                                 -----------------------
                                                    2009         2008
                                                 ----------   ----------
         United States                           $  664,920      626,360
         Asia                                        20,674      201,059
         Europe                                      38,530       85,372
         Other nations                                2,045           --
                                                 ----------   ----------

            Total                                $  726,169      912,791
                                                 ==========   ==========

         Three customers, located in the United States and Asia, accounted for
more than 10% of revenues from continuing operations. These customers accounted
for 48.10% of sales of infrared dies.

         Long-lived assets include net plant, property and equipment. The
Company had long-lived assets of $902,400 and $855,342 located in the United
States at May 31, 2009 and 2008, respectively.

                                       17
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE J - Accrued Expenses:

         Accrued expenses consisted of the following as of May 31, 2009 and
2008, respectively:

                                                          May 31,
                                                 ------------------------
                                                    2009          2008
                                                 ----------    ----------
         Salaries and wages                      $   18,492        20,712
         Purchases                                    2,492        11,073
         Insurance                                    2,637            --
         Rent                                         8,145            --
         Employment agreement                            --        73,023
         Professional fees                           25,000        10,500
         Pension contribution                            --        10,900
                                                 ----------    ----------

            Total accrued expenses               $   56,766       126,208
                                                 ==========    ==========

NOTE K - Inventories:
                                                          May 31,
                                                 ------------------------
                                                    2009          2008
                                                 ----------    ----------
         Raw materials and supplies              $  146,355       162,222
         Work in process                            100,749        50,550
         Finished goods                             441,021       396,915
                                                 ----------    ----------

            Total                                $  688,125       609,687
                                                 ==========    ==========


                                       18
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE L - Earnings Per Share:

         Basic earnings per share are computed on the basis of the weighted
average number of shares of common stock outstanding during the period. Diluted
earnings per share is computed on the basis of the weighted average number of
shares of common stock plus the effect of dilutive potential common shares
outstanding during the period using the treasury stock method. Dilutive
potential common shares include outstanding stock options. The components of
basic and diluted earnings per share are as follows:

                                                      Three Months Ended
                                                           May 31,
                                                 ---------------------------
                                                     2009           2008
                                                 ------------   ------------
Basic Earnings Per Common Share:

Net income                                       $    139,866        149,152
                                                 ============   ============
Average common shares
 outstanding                                       12,066,355     11,966,355
                                                 ============   ============
Basic earnings per
 common share                                    $       0.01           0.01
                                                 ============   ============

Diluted Earnings Per Common Share:

Net income                                       $    139,866        149,152
                                                 ============   ============
Average common shares
 outstanding                                       12,066,355     11,966,355

Common shares issuable with respect
to options issued to employees
with a dilutive effect                                 40,436         40,436
                                                 ------------   ------------
Total diluted common shares
 outstanding                                       12,106,791     12,006,791
                                                 ============   ============
Diluted earnings per
 common share                                    $       0.01           0.01
                                                 ============   ============

                                       19
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE M - Commitments and Contingencies:

         Losses for contingencies such as litigation and environmental matters
are recognized in income when they are probable and can be reasonably estimated.
Gain contingencies are not recognized in income.

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.
Generally, management expects that the lease will be renewed in the normal
course of business.

Rental expense charged to operations, eliminated in consolidation, amounted to
$24,435 for the three months ended May 31, 2009 and 2008, respectively.

Future minimum payments for the current option period:

       Fiscal Years Ending February:
       -----------------------------
                       2010                                     $73,305
                       2011                                      65,160


Deferred Compensation - On December 29, 1995, the Company entered into a
deferred compensation agreement with James Ivchenko, President, whose additional
annual compensation of $19,645 plus interest is deferred until he reaches age 65
or is terminated. The obligation is funded by the cash value in a life insurance
policy. Commencing on December 2005, annual payments will be made to the officer
in the amount of $32,000 for ten consecutive years.

         On January 1, 1996, the Company entered into a deferred compensation
agreement with Dr. Murray S. Cohen, PhD, Chairman of the Board, 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.

                                       20
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE M - 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 - 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. Dr. Cohen is to receive 2.00% on gross annual
sales of no more than $3,000,000, effective with the year ended February 28,
2000, increasing by 0.25% a year during the term of the agreement. In the event
of partial retirement, (50% employment), Dr. Cohen will receive fifty percent
salary and 100% additional compensation. In the event of substantial retirement,
(25% employment), Dr. Cohen will receive 25% percent salary and 100% additional
compensation. In the event of full retirement, Dr. Cohen will receive 50%
additional compensation. In the event of death or disability, while fully
employed during the fiscal year, Dr. Cohen or his estate will receive 100% of
his annual salary plus additional compensation as described above, and 50% of
his annual salary plus additional compensation each subsequent year for the
remainder of the ten-year term. If at the time of death or disability Dr. Cohen
was retired, then other percentage rates are provided for based upon his
retirement status.

         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, 2000, increasing by 0.25% a year
during the term of the agreement. In the event of death or disability during the
fiscal year, Mr. Ivchenko or his estate will receive 100% of his annual salary
plus additional compensation as described above, and 50% of his annual salary
plus additional compensation each subsequent year for the remainder of the
ten-year term.

         Accrued compensation included in selling, general and administrative as
of May 31, 2008 was $73,023.

Bonus Agreement - Effective for the year ending February 28, 2006, the company
shall pay Gregory Amato, CEO, bonus compensation in an amount equal to ten
percent of the increase, if any, in the Company's current year consolidated net
income as compared to the consolidated net income for the fiscal year ending
February 28, 2006. The term net income shall mean consolidated net income after
taxes but before any extraordinary items. For subsequent fiscal years, the
employee shall be eligible for cash bonuses in such amounts as determined by the
Compensation Committee.

                                       21
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE N - Fair Value Measurements:

         Effective March 1, 2008, the Company adopted FAS 157, which defines
fair value as the exchange price that would be received for an asset or paid to
transfer a liability (an exit price) in the principal or most advantageous
market for the asset or liability in an orderly transaction between market
participants at the measurement date. FAS 157 establishes a three-level fair
value hierarchy that prioritizes the inputs used to measure fair value. This
hierarchy requires entities to maximize the use of observable inputs and
minimize the use of unobservable inputs. The three levels of inputs used to
measure fair value are as follows:


Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices included in Level 1, such
          as quoted prices for similar assets and liabilities in active markets;
          quoted prices for identical or similar assets and liabilities in
          markets that are not active; or other inputs that are observable or
          can be corroborated by observable market data.

Level 3 - Unobservable inputs that are supported by little or no market
          activity and that are significant to the fair value of the assets or
          liabilities. This includes certain pricing models, discounted cash
          flow methodologies and similar techniques that use significant
          unobservable inputs.

All financial assets that are measured at fair value on a recurring basis (at
least annually) have been segregated into the most appropriate level within the
fair value hierarchy based on the inputs used to determine the fair value at the
measurement date. These assets measured at fair value on a recurring basis are
summarized below:
<TABLE>
<CAPTION>

                                                May 31, 2009                February 28, 2009
                                       ----------------------------    ----------------------------
                                         Carrying          Fair           Carrying         Fair
                                          Amount           Value           Amount          Value
                                       ------------    ------------    ------------    ------------
<S>                                    <C>                <C>             <C>             <C>
Assets:
-------
Cash and cash equivalents              $  1,558,369       1,558,369       1,544,966       1,544,966
Other assets:
     Cash value - life insurance            175,543         175,543         213,452         213,452
                                       ------------    ------------    ------------    ------------

Total assets at fair value             $  1,733,912       1,733,912       1,758,418       1,758,418
                                       ============    ============    ============    ============
Liabilities:
------------

Deferred compensation                  $    222,811         222,811         221,388         221,388
                                       ============    ============    ============    ============
</TABLE>

                                       22
<PAGE>

                           EPOLIN, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE N - Dividends:

         In April 2008, the Company's Board of Directors declared a cash
dividend of $0.02 per share on all common shares outstanding. The dividend, in
the amount of $239,327 was paid on May 14, 2008 to shareholders of record at the
close of business on April 30, 2008.


NOTE O - 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.

                                      23