SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MAY 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-17741
EPOLIN, INC.
(Exact name of Small Business Issuer as Specified in its Charter)
New Jersey 22-2547226
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
358-364 Adams Street
Newark, New Jersey 07105
(Address of Principal Executive Offices)
(973) 465-9495
(Issuer's Telephone Number, Including Area Code)
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
Common, no par value per share: 11,443,355
outstanding as of July 1, 2000
PART I - FINANCIAL INFORMATION
EPOLIN, INC. AND SUBSIDIARY
Index to Financial Information
Period Ended May 31, 2000
Item Page Herein
Item 1 - Financial Statements:
Accountant's Review Report 3
Consolidated Financial Statements:
Consolidated Balance Sheets 4-5
Consolidated Statements of Income 6
Consolidated Statements of Stockholders' Equity 7
Consolidated Statements of Cash Flows 8-9
Notes to Consolidated Financial Statements 10-17
Item 2 - Management's Discussion and
Analysis or Plan of Operation 18-19
ACCOUNTANT'S REVIEW REPORT
To the Board of Directors
EPOLIN INC. AND SUBSIDIARY
Newark, NJ
We have reviewed the accompanying Consolidated Balance Sheet of Epolin Inc.
and Subsidiary as of May 31, 2000 and the related Consolidated Statements
of Income, Stockholders' Equity and Cash Flows for the three months then
ended in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants.
All information included in these financial statements is the
representation of the management of Epolin, Inc. and Subsidiary.
A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is substantially less
in scope than an audit in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the May 31, 2000 financial statements in order for them
to be in conformity with generally accepted accounting principles.
The accompanying financial statements of Epolin, Inc. and Subsidiary for
the three months ended May 31, 1999 were complied by us in accordance with
Statements on Standards for Accounting and Review Services issued by the
American Institute of Certified Public Accountants. A compilation is
limited to presenting in the form of financial statements information that
is the representation of management. We have not audited or reviewed the
May 31, 1999 financial statements and, accordingly, do not express an
opinion or any other form of assurance on them.
POLAKOFF WEISMANN LEEN LLC
June 14, 1999
EPOLIN, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
ASSETS
May 31,
2000 1999
Current assets:
Cash and cash equivalents $ 1,150,845 991,878
Accounts receivable 257,741 172,931
Inventories 472,590 306,615
Prepaid expenses:
Income taxes - 22,504
Other 25,675 16,981
Employee loans 3,072 8,965
Deferred taxes 7,713 7,805
Total current assets 1,917,636 1,527,679
Property, plant and equipment - at cost:
Land 81,000 81,000
Building 369,000 369,000
Machinery and equipment 215,306 202,515
Furniture and fixtures 11,407 11,036
Leasehold improvements 432,037 432,037
Total 1,108,750 1,095,588
Less: Accumulated depreciation and
amortization 654,005 636,098
Net property, plant and equipment 454,745 459,490
Other assets:
Deferred taxes 146,539 148,302
Cash value - life insurance policy 85,079 62,558
Total other assets 231,618 210,860
Total $ 2,603,999 2,198,029
EPOLIN, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (CONTINUED)
LIABILITIES AND STOCKHOLDERS' EQUITY
May 31,
2000 1999
Current liabilities:
Accounts payable $ 13,818 22,382
Accrued expenses 105,088 24,104
Taxes payable - payroll and income 79,029 95,996
Total current liabilities 197,935 142,482
Other liabilities:
Deferred compensation 250,591 144,764
Due officers 10,319 10,319
Total other liabilities 260,910 155,083
Total liabilities 458,845 297,565
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; 11,956,000 and 11,759,000 shares
issued and outstanding
at 2000 and 1999 2,226,384 2,220,384
Paid-in capital 6,486 6,486
Retained earnings (deficit) 31,190 (278,178)
Total 2,264,060 1,948,692
Less: Treasury stock, at cost 118,906 48,228
Total stockholders' equity 2,145,154 1,900,464
Total $ 2,603,999 2,198,029
EPOLIN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MAY 31, 2000 AND 1999
2000 1999
Sales $ 497,201 491,666
Cost of sales and expenses:
Cost of sales 175,547 111,821
Selling, general and
administrative expenses 176,138 111,584
Total 351,685 223,405
Operating income 145,516 268,261
Other income - interest 15,990 7,881
Income before taxes 161,506 276,142
Income tax expense 49,494 93,940
Net income $ 112,012 182,202
Per share data:
Net income per common share $ 0.01 0.02
Weighted average number of shares of common
outstanding 11,378,972 11,512,479
EPOLIN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MAY 31, 2000 AND 1999
Common Additional
Stock Paid-in-Capital
Balance - March 1, 1999 $ 2,220,384 6,486
Purchase of treasury stock - -
Net income - -
Balance - May 31, 1999 $ 2,220,384 6,486
Balance - March 1, 2000 $ 2,220,384 6,486
Issue of common stock 6,000 -
Net income - -
Balance - May 31, 2000 $ 2,226,384 6,486
Accumulated Treasury Stockholders'
Deficit Stock Equity
Balance - March 1, 1999 (460,380) (34,084) 1,732,406
Purchase of treasury stock - (14,144) (14,144)
Net income 182,202 - 182,202
Balance - May 31, 1999 (278,178) (48,228) 1,900,464
Balance - March 1, 2000 (80,822) (118,906) 2,027,142
Issue of common stock - - 6,000
Net income 112,012 - 112,012
Balance - May 31, 2000 31,190 (118,906) 2,145,154
EPOLIN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MAY 31, 2000 AND 1999
2000 1999
Cash flows from operating activities:
Net income $ 112,012 182,202
Adjustments to reconcile
net income
to net cash provided (used)
by operating
activities:
Depreciation and amortization 5,068 4,584
Deferred tax expense (6,700)
Obligation under deferred
compensation agreement 21,395
(Increase) decrease in:
Accounts receivable 31,095 157,983
Inventories 2,625 (26,991)
Employee loans 1,697 1,363
Prepaid expenses 5,324 -
Increase (decrease) in:
Accounts payable (3,512) (21,022)
Accrued expenses (56,996) (26,923)
Taxes payable (143,900) 61,451
Net cash provided (used)
by operating
activities (31,892) 332,647
Cash flows from
investing activities:
Increase in cash value -
life insurance policy (4,500) -
Payments for equipment (1,700) (2,353)
Net cash used by
investing activities (6,200) (2,353)
EPOLIN, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
THREE MONTHS ENDED MAY 31, 2000 AND 1999
2000 1999
Cash flows from financing activities:
Proceeds from the issuance
of capital stock 6,000 -
Purchase of treasury stock - (14,144)
Net cash provided (used)
by financing activities 6,000 (14,144)
Increase (decrease) in cash (32,092) 316,150
Cash and cash equivalents:
Beginning 1,182,937 675,728
Ending $ 1,150,845 991,878
Supplemental information:
Income taxes paid $ 200,000 32,400
Interest paid $ 472 -
EPOLIN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2000
Note A - Organization and Basis of Presentation:
The Company is engaged in the development, production and sale of near
infrared dyes to the optical industry for laser protection and welding
applications and other dyes and specialty chemical products that serve as
intermediates and additives used in the adhesive, plastic, aerospace,
pharmaceutical and flavors and fragrance industries to customers located in
the United States and throughout the world.
The Company's wholly owned Subsidiary, Epolin Holding, Corp., was
incorporated in New Jersey as a real estate holding company assets
consisting of land and a building. Prior to being acquired on January 29,
1998, it was controlled by two officers/stockholders of the Company.
Note B - Summary of Significant Accounting Policies:
Principles of Consolidation - The accompanying Consolidated Financial
Statements include the accounts of the Company and its Subsidiary.
Intercompany transactions and balances have been eliminated in
consolidation. Condensed consolidating financial statements for the period
ended May 31, 2000 as follows:
EPOLIN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2000
Note B - Summary of Significant Accounting Policies: (Continued)
CONDENSED CONSOLIDATING BALANCE SHEET
Epolin
Epolin Holding Eliminations Consolidated
Current assets $2,123,144 8,240 213,748 1,917,636
Non-current assets 480,236 418,391 212,264 686,363
Total $2,603,380 426,631 426,012 2,603,999
Total liabilities $ 458,227 238,802 238,183 458,845
Stockholders' equity:
Common stock 2,226,384 - - 2,226,384
Additional paid-in
capital 6,486 - - 6,486
Retained earnings 31,189 187,829 187,829 31,190
Treasury stock (118,906) - - (118,906)
Total stockholders'
equity 2,145,153 187,829 187,829 2,145,154
Total $2,603,380 426,631 426,012 2,603,999
CONDENSED CONSOLIDATING STATEMENT OF INCOME
Sales $497,201 - - 497,201
Other revenue - 24,435 24,435 -
Total 497,201 24,435 24,435 497,201
Cost of sales 175,547 - - 175,547
Selling, general
and administrative 197,735 2,838 24,435 176,138
Total 373,282 2,838 24,435 351,685
Operating income 123,919 21,597 - 145,516
Other income 37,387 - 21,397 15,990
Income before taxes 161,306 21,597 21,397 161,506
Income taxes 49,294 200 - 49,494
Net income $112,012 21,397 21,397 112,012
EPOLIN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2000
Note B - Summary of Significant Accounting Policies: (Continued)
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 has cash deposits in financial
institutions in excess of the amount insured by agencies of the federal
government of approximately $1,097,000 and $915,000 at May 31, 2000 and
1999, respectively. In evaluating this credit risk, the Company
periodically evaluates the stability of these financial institutions.
Inventories - Consists of raw materials, work in process, finished goods and
supplies valued at the lower of cost or market under the first-in, first-out
method.
Fair Value of Financial Instruments - All reported assets and liabilities,
which represent financial instruments, approximate the carrying values of
such amounts.
Property, Plant and Equipment - Stated at cost less accumulated depreciation
and amortization. Provisions for depreciation are computed on the straight-
line and declining balance methods, based upon the estimated useful lives of
the assets.
Depreciation and amortization expense totaled $5,068 and $4,584 for the period
ended May 31, 2000 and 1999, 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 income tax
purposes. The temporary differences relate primarily to different
accounting methods used for depreciation and amortization of property and
equipment, allowance for doubtful accounts and net operating loss carry
forwards.
Use of Estimates The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the amounts of sales and expenses during the
reporting period. Actual results could differ from those estimates.
EPOLIN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2000
Note C - Economic Dependency:
A material portion of the Company's business is dependent on certain
domestic customers, the loss of which could have a material effect on
operations. During the period ended May 31, 2000, approximately 64.02% of
sales were to four customers. Three of these customers, located in the
Eastern United States, amounted for 46.83% of sales at May 31, 2000.
Note D - Inventories:
Raw materials and supplies $ 47,819
Work in process 12,045
Finished goods 412,726
Total $ 472,590
Note E - Income Taxes and Deferred Tax Asset:
Income tax expense and/or benefit consists of the following
components:
Current
Federal $43,300
State 12,894
Total current 56,194
Deferred:
Federal (6,000)
State (700)
Total deferred (6,700)
Total $49,494
Federal and State deferred tax assets include the following:
Temporary differences - principally accelerated amortization
of leasehold improvements for book purposes and deferred
compensation $154,252
Current portion 7,713
Non-current portion $146,539
EPOLIN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2000
Note F - Accrued Salaries:
On April 25, 1995, the Board of Directors authorized the issuance of
1,000,000 shares of common stock (market value $.04 per share) to an officer
in lieu of $40,000 of his remaining accrued salary of $89,948. The
remaining unpaid balance of $49,948 was paid in the current period.
Note G - Employee Benefits:
Simplified Employee Pension Plan - Effective June 1, 1994, covering all
eligible participating employees as defined. Employer contributions totaled
$5,396 for the period ended May 31, 2000.
Incentive Compensation Plan - In December 1989, the Company approved the
1989 Incentive Compensation Plan for the purpose of attracting and retaining
key personnel. All employees of the Company are eligible to participate in
the plan whereby incentive bonuses are determined by the Board of Directors
and payable in shares of common stock. Shares issued are determined at
fifty percent of the closing bid price and vested and delivered over a
three-year period.
Employee Option Plan - The Company had previously adopted The Stock Option
Plan. As of April 1996, options may no longer be granted. Under the terms
of the Plan, options granted could be designated as portions which qualify
for incentive stock option treatment under Section 422A of the Internal
Revenue Code of 1986, as amended, or options which do not qualify. In
December 1995, options to acquire up to 490,000 shares of the Company's
common stock were granted and will expire on December 1, 2005. In the
current period, 150,000 shares of common stock were issued to two employees.
Outstanding options remaining under the plan are as follows
Shares allocated as of May 31, 2000 207,500
Option price $ 0.04
All outstanding options are currently exercisable.
EPOLIN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2000
Note G - Employee Benefits (Continued):
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. Options
expire ten years after the date granted and are subject to a vesting period
as follows: (1) no portion will be exercisable prior to the first
anniversary of the date of grant, and (2) each of the options will become
exercisable as to 50% of the shares underlying the option on each of the
first and second anniversaries of the date granted at $0.15 per share.
Option granted as of May 31, 2000:
No. of Date Expiration
Shares Granted Date
425,000 December 1, 1998 December 30, 2008
25,000 February 10, 1999 February 9, 2009
25,000 February 10, 2000 February 9, 2010
There are 275,000 options attributable to future grants.
Effective March 1, 1999, the company adopted deferred compensation
agreements with two of its employees. Under the terms of the agreements,
each employee will receive one twenty sixth (1/26th) of fifty percent (50%)
of their annual salary (excluding bonuses) as of the date of retirement.
Each has a death vesting schedule.
Note H - Treasury Stock:
Treasury stock at May 31, 2000 totaled 470,700 shares, at a cumulative
cost of $118,906 including 42,445 shares, which were returned to
the Company at no cost in prior years.
Note I - Research and Development:
The cost for the three month period ended May 31, 2000 is $54,931 included
in selling, general and administrative expenses.
EPOLIN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2000
Note J - Commitments:
Leases:
The company leases its promises from its wholly - owned subsidiary. The
lease was for a term of five (5) years with three (3) five (5) year options
at annual rentals of $97,740 subject to a Cost of Living Index adjustment
effective with the second year. Rent includes reimbursed real estate taxes
and insurance.
The minimum annual rentals under the lease are as follows:
Years Ended Amounts
February 28, 2001 $97,740
February 28, 2002 65,160
The lease is anticipated to be renewed at February 28, 2002, however,
management has not determined the renewal rent.
Rental expense charged to operations and eliminated in consolidation
amounted to $24,435 for the three months ended May 31, 2000.
Deferred Compensation:
On December 29, 1995, the Company entered into a deferred compensation
agreement with two officers. The first officer's additional annual
compensation of $19,645 plus interest is being deferred until such time the
officer reaches age 65 or is terminated. The obligation is being funded
with a life insurance policy. Annual payments of $32,000 for ten
consecutive years shall commence the first day of the month following the
officer's 65th birthday or termination. The second officer was credited
with $25,000 per year until his date of retirement, however, he elected to
continue to work after his retirement age, thereby freezing the balance in
his account. Therefore, no contribution was necessary for the current
period. Upon retirement, he will be paid either in 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. This selection will
be at this discretion of the company.
EPOLIN, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 31, 2000
Note J - Commitments (continued):
Employment Agreements:
Effective March 1, 1999, the Company entered into ten year employment
Agreements with executive officers/directors:
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. In addition, he is to receive 1.5% of gross annual sales of no more
than $3,000,000, effective with the year ended February 29, 2000, increasing
by 0.25% a year during the term of the agreement.
Murray S. Cohen, PhD, Chairman of the Board and Chief Executive Officer To
be paid an annual salary of not less than the greater of his annual base
salary in effect immediately prior to the effective date of the agreement or
any subsequently established annual base salary. He is to receive 2.00% of
gross annual sales of no more than $3,000,000, effective with the year ended
February 29, 2000, increasing by 0.25% a year during the term of the
agreement. The Company had previously entered into a deferred compensation
agreement with Dr. Cohen providing for the payment of certain funds to him
for a period of ten years beginning two weeks after the date of his
retirement, which agreement was terminated in connection with the execution
of this employment agreement.
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion should be read in conjunction with the
Financial Statements included in this report and is qualified in its
entirety by the foregoing.
Introduction
Epolin, Inc. (the "Company") is a manufacturing and research and
development company which was incorporated in the State of New Jersey in
May 1984. The Company is principally engaged in the development,
production and sale of near infrared dyes to the optical industry for laser
protection and for welding applications and other dyes, specialty chemical
products that serve as intermediates and additives used in the adhesive,
plastic, aerospace, pharmaceutical, flavors and fragrance industries to a
group of customers located in the United States and throughout the world.
This discussion contains certain forward-looking statements and
information relating to the Company that are based on the beliefs and
assumptions by the Company's management as well as information currently
available to the management. When used herein, 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. The Company does
not intend to update these forward-looking statements.
Results of Operations
During the quarter ended May 31, 2000, the Company reported sales
of approximately $497,200 as compared to sales of approximately $491,700
during the quarter ended May 31, 1999, an increase of approximately $5,500
or 1.1%.
Operating income for the quarter ended May 31, 2000 decreased to
approximately $145,500 from operating income of approximately $268,300 for
the quarter ended May 31, 1999, a decrease of approximately $122,800. This
change resulted primarily from an increase in cost of sales and selling,
general and administrative expenses for the three months ended May 31, 2000
as compared to the three months ended May 31, 1999 with sales at
approximately the same levels for the comparable periods. Cost of sales
for the three months ended May 31, 2000 was approximately $175,500 as
compared to cost of sales during the three months ended May 31, 1999 of
approximately $111,800. During the three months ended May 31, 2000, the
Company's selling, general and administrative expenses were approximately
$175,100 as compared to selling, general and administrative expenses of
approximately $111,600 for the three months ended May 31, 1999.
During the three months ended May 31, 2000, the Company realized
approximately $16,000 in interest income as compared to approximately
$7,900 in interest income for the comparable period of 1999.
During the quarter ended May 31,2000, the Company reported income
before taxes of approximately $161,500 as compared to income before taxes
of approximately $276,100 for the three months ended May 31, 1999. Net
income after taxes was approximately $112,000 for the three months ended
May 31, 2000 as compared to income after taxes of approximately $182,200
for the three months ended May 31,1999.
Liquidity and Capital Resources
On May 31, 2000, the Company had working capital of approximately
$1,719,700, an equity to debt ratio of approximately 4.68 to 1, and
stockholders' equity of approximately $2,145,000. On May 31, 2000, the
Company had approximately $1,150,800 in cash and cash equivalents, total
assets of approximately $2,604,000 and total liabilities of approximately
$458,800. The Company believes that its available cash, cash flow from
operations and projected revenues will be sufficient to fund the Company's
operations for at least the next 12 months.
The Company does not anticipate making any significant additional
capital expenditures in the immediate future as it believes its present
machinery and equipment will be sufficient to meet its near term needs.
Inflation has not significantly impacted the Company's operations.
Other Information
In March 1998, the Board of Directors of the Company authorized a
stock repurchase program of up to $150,000 of the Company's outstanding
shares of Common Stock. In connection therewith, the Company announced
that purchases may be made in the open market or in privately negotiated
transactions from time to time, based on market prices and that the
repurchase program may be suspended without further notice. Management
believes the Company's shares are undervalued at current price levels and
this program offers the Company a chance not only to repurchase some of
its stock at prices management perceives to be attractive but it also
enables the Company to enhance shareholder value although no assurance can
be given that any such repurchases will have such effect. A total of
470,700 shares have been repurchased under this program through May 31,
2000, at a cumulative cost of $118,906. No shares were repurchased during
the quarter ended May 31, 2000.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
In May 2000, the Company issued 75,000 shares of Common
Stock to each of Chester C. Swasey and Abdelhamid A.H.
Ramadan pursuant to the exercise of previously granted stock
options exercisable at $.04 per share. Such shares were
issued in reliance upon the exemption from registration
pursuant to Section 4(2) of the Securities Act of 1933, as
amended, for "transactions by the issuer not involving any
public offering".
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 and Reports on Form 8-K.
(a) Exhibits.
There are no exhibits applicable to this Form 10-QSB.
(b) Reports on Form 8-K.
Listed below are reports on Form 8-K filed during the
fiscal quarter ended May 31, 2000.
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this Report to be signed on its behalf by the undersigned
thereunto duly authorized.
EPOLIN, INC.
(Registrant)
Dated: July 17, 2000 By: /s/Murray S. Cohen
Murray S. Cohen,
Chief Executive Officer
Dated: July 17, 2000 By: /s/Murray S. Cohen
Murray S. Cohen,
Principal Financial Officer
