Item 2.02 Results of Operations and Financial Condition.

On May 18, 2009, Epolin, Inc. (the "Company") issued a press release announcing its financial results for the fiscal year ended February 28, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference.

The information, including the exhibit attached hereto, in this Item 2.02 is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.

Item 8.01 Other Events.

The press release referenced in Item 2.02 also announced that the Company 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 by the shareholders of the Company or that a transaction will be completed as a result of the execution of the letter of intent.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release dated May 18, 2009.

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