U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


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

For the quarterly period ended June 30, 1999


_____    Transition report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934


For the transition period from ______________________ to ______________________


Commission File number 0-25336


                              KIRLIN HOLDING CORP.
         ---------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)



           Delaware                                      11-3229358
------------------------------                        ------------------
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                        Identification No.)


                 6901 Jericho Turnpike, Syosset, New York 11791
                 ----------------------------------------------
                    (Address of Principal Executive Offices)

                                 (800) 899-9400
                  ----------------------------------------------
                 (Issuer's Telephone Number Including Area Code)

-------------------------------------------------------------------------------
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report


         Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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 |_|.


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: At August 16, 1999, Issuer had
outstanding 6,143,528 shares of Common Stock, par value $.0001 per share (which
reflects a 2-for-1 stock split, accomplished by declaration of a 100% stock
dividend payable on July 30, 1999 to all stockholders of record on July 14,
1999. The information in this Form 10-QSB does not give effect to this 2-for-1
stock split.)

<PAGE>


PART I:           FINANCIAL INFORMATION
ITEM 1:           FINANCIAL STATEMENTS

KIRLIN HOLDING CORP. and SUBSIDIARIES



Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>

                                                                                         June 30,          December 31,
                                                                                           1999                1998
                                                                                      ----------------   ------------------
                                                                                        (Unaudited)
                                     ASSETS:
<S>                                                                                   <C>                <C>
Cash and cash equivalents                                                             $     1,044,908    $          85,092
Securities Owned, at market value:
   U.S. government and agency obligations                                                   1,212,935            2,261,874
   State and municipal obligations                                                          2,017,663            3,254,247
   Corporate bonds and other securities                                                    11,342,536            7,252,110
Receivable from clearing broker                                                             2,748,543
Furniture, Fixtures and Leasehold Improvements, at cost, net of
   accumulated depreciation of $1,024,380 and $972,523 for
   June 30, 1999 and December 31, 1998, respectively                                          911,438              706,498
Other Assets                                                                                1,710,181            1,974,691
                                                                                      ----------------   ------------------

               Total assets                                                           $    20,988,204    $      15,534,512
                                                                                      ================   ==================

                      LIABILITIES and STOCKHOLDERS' EQUITY:

Liabilities:
   Securities sold, not yet purchased, at market value                                $     1,528,522    $         641,739
   Payable to clearing broker                                                                                    3,467,579
   Accrued compensation                                                                     3,589,437            1,799,531
   Accounts payable, accrued expenses and taxes payable                                       746,431              585,084
   Deferred taxes payable                                                                   2,467,252              728,060
                                                                                      ----------------   ------------------

               Total liabilities                                                            8,331,642            7,221,993
                                                                                      ----------------   ------------------

Commitments

Stockholders' Equity (Note 2):
   Common stock, $.0001 par value; authorized 15,000,000 shares,
      issued and outstanding 3,046,764 and 2,802,764 shares, respectively                         305                  280
   Additional paid-in capital                                                               7,544,975            6,354,187
   Retained earnings                                                                        5,111,282            1,958,052
                                                                                      ----------------   ------------------

               Total stockholders' equity                                                  12,656,562            8,312,519
                                                                                      ----------------   ------------------

               Total liabilities and stockholders'  equity                            $    20,988,204    $      15,534,512
                                                                                      ================   ==================
</TABLE>

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

                                                                               2
<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statements of Income

<TABLE>
<CAPTION>

                                                                 Three-Months Ended               Six-Months Ended
                                                                      June 30,                        June 30,
                                                           -------------------------------  ------------------------------
                                                                1999            1998             1999           1998
                                                           ---------------  -------------   --------------- --------------
                                                                    (Unaudited)                      (Unaudited)
<S>                                                        <C>              <C>            <C>              <C>
Revenues:
    Principal transactions, net                            $    6,124,358   $   2,422,349  $    10,410,629  $   5,406,760
    Commissions                                                 3,120,341       1,427,335        5,674,556      2,903,275
    Merchant Banking                                            1,429,379       (248,657)        1,257,211        268,765
    Investment Banking                                            509,808         421,875          935,058        421,875
    Other income                                                  265,772         304,857          401,147        415,594
                                                           ---------------  -------------- ---------------- --------------

                                                               11,449,658       4,327,759       18,678,601      9,416,269
                                                           ---------------  -------------- ---------------- --------------
Expenses:
    Employee compensation and benefits                          5,879,831       2,394,629        9,871,672      5,593,081
    Promotion and advertising                                     198,952         230,793          471,974        305,526
    Clearance and execution charges                               274,152         189,870          596,431        395,484
    Occupancy and communications                                  791,483         460,838        1,459,901        840,330
    Professional fees                                             249,907         185,702          476,847        284,074
    Interest                                                       27,827         104,669           80,929        190,069
    Other                                                         212,838         199,579          444,558        339,818
                                                           ---------------  -------------- ---------------- --------------

                                                                7,634,990       3,766,080       13,402,312      7,948,382
                                                           ---------------  -------------- ---------------- --------------

          Income before provision for income taxes              3,814,668         561,679        5,276,289      1,467,887

Income tax provision (Note 3)                                   1,656,877         250,184        2,123,059        656,464
                                                           ---------------  -------------- ---------------- --------------

          Net income                                       $    2,157,791   $     311,495  $     3,153,230  $     811,423
                                                           ===============  ============== ================ ==============

Basic earnings per common share (Note 4)                   $         0.74   $        0.11   $         1.03  $        0.29
                                                           ===============  ============== ================ ==============

Diluted earnings per common share (Note 4)                 $         0.72   $        0.11   $         1.02  $        0.29
                                                           ===============  ============== ================ ==============
</TABLE>

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

                                                                               3

<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statement of Changes in Stockholders' Equity

For the six months ended June 30, 1999
(Unaudited)
<TABLE>
<CAPTION>

                                    Common Stock             Additional
                             ----------------------------     Paid-in         Retained
                                Shares       Par Value        Capital         Earnings        Total
                             -------------  -------------   -------------   -------------  -------------
<S>                             <C>         <C>            <C>              <C>            <C>
Stockholders' equity,
  January 1, 1999               2,802,764   $        280   $   6,354,187    $  1,958,052   $  8,312,519

Stock issuance                    244,000             25       1,190,788                      1,190,813

Net income                                                                     3,153,230      3,153,230
                             -------------  -------------  --------------   -------------  -------------

Stockholders' equity,
  June 30, 1999                 3,046,764   $        305   $   7,544,975    $  5,111,282   $ 12,656,562
                             =============  =============  ==============   =============  =============
</TABLE>


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


                                                                               4
<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                              Six Months Ended
                                                                                                  June 30,
                                                                                    --------------------------------------
                                                                                          1999                 1998
                                                                                    ------------------   -----------------
                                                                                                 (Unaudited)
<S>                                                                                 <C>                  <C>
Cash flows from operating activities:
   Net income                                                                       $     3,153,230      $      811,423
                                                                                    ------------------   -----------------
   Adjustments to reconcile net income to net cash provided by (used in)
      operating activities:
         Depreciation and amortization                                                       51,857             135,185
         Deferred income taxes                                                            1,739,192             425,196
         Noncash compensation                                                               440,813
         (Increase) in securities owned, at market value                                (1,804,903)           (253,984)
         (Increase) in receivable from clearing broker                                  (2,748,543)
         Decrease in other assets                                                           264,510              67,775
         Increase (decrease) in securities sold, not yet
             purchased, at market value                                                     886,783            (65,363)
         (Decrease) in payable to clearing broker                                       (3,467,579)           (592,691)
         Increase (decrease) in accrued compensation                                      1,789,906         (1,289,143)
         Increase in accounts payable, accrued expenses
           and taxes payable                                                                161,347             113,689
                                                                                    ------------------   -----------------

               Total adjustments                                                        (2,686,617)         (1,459,336)
                                                                                    ------------------   -----------------

               Net cash provided by (used in) operating activities                          466,613           (647,913)
                                                                                    ------------------   -----------------

Cash flows from investing activities:
   Purchase of furniture, fixtures and leasehold improvements                             (256,797)            (33,816)
                                                                                    ------------------   -----------------

               Net cash used in investing activities                                      (256,797)            (33,816)
                                                                                    ------------------   -----------------

Cash flows from financing activities:
   Issuance of common stock                                                                 750,000             484,687
                                                                                    ------------------   -----------------

               Net cash provided by financing activities                                    750,000             484,687
                                                                                    ------------------   -----------------

Net increase (decrease) in cash and cash equivalents                                        959,816           (197,042)

Cash and cash equivalents, beginning of period                                               85,092             316,219
                                                                                    ------------------   -----------------

               Cash and cash equivalents, end of period                             $     1,044,908      $      119,177
                                                                                    ==================   =================

Supplemental information:
   Interest paid                                                                    $        80,929      $      190,069
   Income taxes paid                                                                $        60,298      $       43,899
</TABLE>

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


                                                                               5
<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARIES

Notes to Consolidated Financial Statements
(Unaudited)


1.       Organization and Summary of Significant Accounting Policies

         The consolidated financial statements include the accounts of Kirlin
         Holding Corp. and its wholly owned subsidiaries, Kirlin Securities,
         Inc. ("Kirlin") and Greenleaf Management Corp., and its 80.1% owned
         subsidiary, VentureHighway.com Inc. ("VentureHighway") (collectively
         the "Company"). The Company's principal subsidiary, Kirlin, is a
         full-service, retail-oriented brokerage firm specializing in the
         trading and sale of both equity and fixed income securities, including
         mutual funds. Primarily all activity of the Company has been through
         Kirlin. All material intercompany transactions and balances have been
         eliminated in consolidation. Kirlin has offices in New York, New
         Jersey and California.

         The accompanying consolidated financial statements have been prepared
         in accordance with generally accepted accounting principles for interim
         financial information and with the instructions to Form 10-QSB.
         Accordingly, they do not include all of the information and footnotes
         as required by generally accepted accounting principles for annual
         financial statements. In the opinion of management of the Company, all
         adjustments (consisting only of normal recurring adjustments) necessary
         in order to make the financial statements not misleading have been
         included. The operations for the three and six-month periods ended June
         30, 1999 are not necessarily indicative of the results that may be
         expected for the full year ending December 31, 1999. For further
         information, refer to the consolidated financial statements and
         footnotes thereto included in the Company's Annual Report on Form
         10-KSB for the fiscal year ended December 31, 1998.

         Certain amounts included in the 1998 financial statements have been
         reclassified, where appropriate, to conform with the 1999 presentation.


2.       Stockholders' Equity

         On January 11, 1999, the Company's Board of Directors authorized the
         issuance of 69,000 shares of common stock (valued at the closing price
         on January 8, 1999) to employees of the Company in connection with
         their bonuses related to the year ended December 31, 1998. Following
         this action, the Company had 2,871,764 shares of Common Stock
         outstanding.

         On June 1, 1999, the Company's Board of Directors authorized the sale
         and issuance of 150,000 shares of common stock at a price of $5.00 per
         share to Individual Investor Group, Inc. ("INDI"), which became
         effective on June 2, 1999. The Company also agreed that INDI would
         acquire 19.9% of VentureHighway for approximately $3.2 million of
         advertising. Following this action, the Company had 3,021,764 shares of
         Common Stock outstanding.

         On June 4, 1999, the Company's Board of Directors authorized the
         issuance of 25,000 shares of common stock (valued at the closing price
         on June 3, 1999) to employees of the Company. Following this action,
         the Company had 3,046,764 shares of Common Stock outstanding.

         On June 29, 1999, the Company's Board of Directors declared a 2-for-1
         stock split accomplished by declaration of a 100% stock dividend
         payable on July 30, 1999, to all stockholders of record on July 14,
         1999. The share amounts contained in this report have not been adjusted
         to reflect the stock split.

                                                                               6
<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARIES

Notes to Consolidated Financial Statements
(Unaudited)


3.       Income Taxes

         The Company files consolidated federal income tax returns, but each
         constituent entity files separate state income tax returns. The
         provision for income taxes differs from the amount of income taxes
         determined by applying the federal statutory rates principally because
         of the effect of state taxes.

4.       Earnings Per Share

         Net income per common share is calculated by dividing net income by the
         weighted average number of shares of common stock outstanding. The
         following is a reconciliation of the numerators and denominators of the
         basic and diluted earnings per share computations:
<TABLE>
<CAPTION>

                                                                    Income             Shares         Per-Share
                                                                  (Numerator)       (Denominator)       Amount
                                                                 --------------     --------------    -----------
<S>                                                               <C>                   <C>            <C>
                      Three months ended June 30, 1999:

                               Basic EPS:

                                   Income available to
                                     common stockholders          $  2,157,791          2,928,633      $    0.74

                                   Effect of Dilutive
                                     Securities - options                                  57,460
                                                                 -------------      --------------    -----------
                               Diluted EPS:

                                   Income available to common
                                     stockholders and assumed
                                     exercise                     $  2,157,791          2,986,093      $    0.72
                                                                 =============      ==============    ===========
                      Three months ended June 30, 1998:

                               Basic EPS:

                                   Income available to
                                     common stockholders          $    311,495          2,802,764      $    0.11

                                   Effect of Dilutive
                                     Securities - options                                  46,654
                                                                 -------------      --------------    -----------
                               Diluted EPS:

                                   Income available to common
                                     stockholders and assumed
                                     exercise                     $    311,495          2,849,418      $    0.11
                                                                 =============      ==============    ===========

</TABLE>
                                                                               7

<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARIES

Notes to Consolidated Financial Statements
(Unaudited)

<TABLE>
<CAPTION>

                                                                    Income             Shares         Per-Share
                                                                  (Numerator)       (Denominator)       Amount
                                                                 --------------     --------------    -----------
<S>                                                               <C>                   <C>            <C>
                      Six months ended June 30, 1999:

                               Basic EPS:

                                   Income available to
                                     common stockholders          $  3,153,230          3,055,204      $    1.03

                                   Effect of Dilutive
                                     Securities - options                                  49,754
                                                                 --------------     --------------    -----------
                               Diluted EPS:

                                   Income available to common
                                     stockholders and assumed
                                     exercise                     $  3,153,230          3,104,958      $    1.02
                                                                 ==============     ==============    ===========
                      Six months ended June 30, 1998:

                               Basic EPS:

                                   Income available to
                                     common stockholders          $    811,423          2,800,940      $    0.29

                                   Effect of Dilutive
                                     Securities - options                                  45,957
                                                                 --------------     --------------    -----------
                               Diluted EPS:

                                   Income available to common
                                     stockholders and assumed
                                     exercise                     $    811,423          2,846,897      $    0.29
                                                                 ==============     ==============    ===========
</TABLE>

                                                                               8
<PAGE>


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

Forward-Looking Statements

         When used in this Form 10-QSB and in future filings by the Company with
the Securities and Exchange Commission, the words or phrases "will likely
result," "management expects" or "the Company expects," "will continue," "is
anticipated," "estimated" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance
on any such forward-looking statements, each of which speak only as of the date
made. Such statements are subject to certain risks and uncertainties that could
cause actual results to differ materially from historical earnings and those
presently anticipated or projected.  These risks and uncertainties include
those set forth in Item 2 (entitled "Management's Discussion and Analysis of
Financial Condition and Result of Operations") of Part I hereof and elsewhere
in this Report, in Item 1 (entitled "Business") of Part I and Item 6 (entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations") of Part II of the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1998, and in the section entitled "Risk Factors"
of the Company's Prospectus, dated August 13, 1999, filed with the Securities
and Exchange Commission. The Company has no obligation to publicly
release the result of any revisions which may be made to any forward-looking
statements to reflect anticipated or unanticipated events or circumstances
occurring after the date of such statements.


Results of Operations

         Principal transactions, net for the three and six-month periods ended
June 30, 1999 increased 152.8% and 92.5%, respectively, to $6,124,358 and
$10,410,629 from the comparable periods in 1998. The increase is primarily
attributable to an increase in equity business generated by additional
registered representatives and appreciation in the value of warrants and/or unit
purchase options the Company received in prior periods in connection with
underwriting public offerings or acting as placement agent in private offerings
in connection with its investment banking activities.

         Commissions for the three and six-month periods ended June 30, 1999
increased 118.6% and 95.5%, respectively, to $3,120,341 and $5,674,556 from the
comparable periods in 1998. The increase is primarily attributable to the
Company's increased business in equity securities and mutual funds, which,
except for equity securities for which the Company maintains an inventory, are
bought and sold on an agency basis for which the Company receives a commission.
This increase is a direct result of an active market in equity securities as
well as the addition of registered representatives.

         Merchant banking for the three and six-month periods ended June 30,
1999 increased 674.8% and 367.8%, respectively, to $1,429,379 and $1,257,211
from the comparable periods in 1998 primarily as a result of appreciation in the
value of investments owned by the Company.

         Investment banking for the three and six-month periods ended June 30,
1999 increased 20.8% and 121.6%, respectively, to $509,808 and $935,058 from the
comparable periods in 1998. The increase is primarily attributable to investment
banking fees the Company generated from acting as placement agent related to a
bridge loan financing and a private placement.

         Other income for the three and six-month periods ended June 30, 1999
decreased 12.8% and 3.5%, respectively, to $265,772 and $401,147 from the
comparable periods in 1998. The decrease is primarily attributable to the
settlement of a lawsuit brought by the Company against a former registered
representative in the prior year.

         Employee compensation and benefits for the three and six-month periods
ended June 30, 1999 increased 145.5% and 76.5%, respectively, to $5,879,831 and
$9,871,672 from the comparable periods in 1998. The increase is primarily
attributable to the increase in the Company's revenue since employee
compensation to the Company's traders and registered representatives is directly
related to certain components of revenue.


                                                                               9
<PAGE>
         Promotion and advertising for the three and six-month periods ended
June 30, 1999 decreased 13.8% and increased 54.4%, respectively, to $198,952 and
$471,974 from the comparable periods in 1998 primarily as a result of the
Company's planned decrease in advertising expenditures during the past quarter.

         Clearance and execution charges for the three and six-month periods
ended June 30, 1999 increased 44.4% and 50.8%, respectively, to $274,152 and
$596,431 from the comparable periods in 1998 as a result of higher ticket
volume.

         Occupancy and communications costs for the three and six-month periods
ended June 30, 1999 increased 71.7% and 73.7%, respectively, to $791,483 and
$1,459,901 from the comparable periods in 1998. This increase is a result of the
establishment and operations of additional branch offices.

         Professional fees for the three and six-month periods ended June 30,
1999 increased 34.6% and 67.9%, respectively, to $249,907 and $476,847 from the
comparable periods in 1998 primarily as a result of computer consultation
related to the establishment of branch offices and addressing the Y2K issue and
legal consultation related to new business ventures and lawsuits initiated by
the Company.

         Interest expense for the three and six-month periods ended June 30,
1999 decreased 73.4% and 57.4%, respectively, to $27,827 and $80,929 from the
comparable periods in 1998 as a result of a reduction of inventory positions
purchased on margin and securities sold short, which are held at the clearing
broker and charged interest. The Company seeks to minimize its cash balances and
withdraws cash for operations from its trading accounts as needed. To the extent
necessary, inventory positions are utilized as collateral for such withdrawals.

         Other expenses for the three and six-month periods ended June 30, 1999
increased 6.6% and 30.8%, respectively, to $212,838 and $444,558 from the
comparable periods in 1998 as a result of the settlement of a customer
arbitration and an increase in regulatory fees and general office expenses
related to the increase in registered representatives.

         Income tax provision for the three and six-month periods ended June 30,
1999 were $1,656,877 and $2,123,059, respectively. For the three and six-month
periods ended June 30, 1999, the Company utilized a net operating loss
carry-forward from the prior year to reduce the income tax provision.

         Net income of $2,170,308 and $3,165,747, respectively, for the three
and six-month periods ended June 30, 1999 compares to net income of $311,495 and
$811,423 for the three and six-month periods ended June 30, 1998. This resulted
primarily from the increase in revenues offset by increases in expenses as
discussed above.


Liquidity and Capital Resources

         Securities owned, at market value, at June 30, 1999 were $14,573,134 as
compared to $12,768,231 at December 31, 1998. This 14.1% increase is primarily
attributable to increases in securities held in inventory for resale to the
Company's customers and increases in the value of positions held in relation to
the Company's merchant banking activities. Approximately 40% of the Company's
assets at June 30, 1999 were comprised of cash and highly liquid securities.

         Receivable from clearing broker amounted to $2,748,543 at June 30, 1999
as compared to a payable to clearing broker of $3,467,579 at December 31, 1998.
This shift results primarily from reduced inventory purchased on margin and
increased positions in securities sold short at June 30, 1999.

         Furniture, fixtures and leasehold improvements, net, at June 30, 1999,
increased to $911,438 as compared to $706,498 at December 31, 1998. This 29.0%
increase primarily results from the purchase of additional computer hardware,
furniture, and leasehold improvements in connection with the Company's new
branch offices and conversion of the Company's operational and quotation system.

                                                                              10
<PAGE>

         Other assets decreased to $1,710,181 at June 30, 1999, from $1,974,691
at December 31, 1998, a 13.4% decrease. This decrease is primarily attributable
to current taxes receivable, which arose due to the utilization of a net
operating loss carry-forward from the prior year.

         Securities sold short amounted to $1,528,522 at June 30, 1999 as
compared to $641,739 at December 31, 1998. Management monitors these positions
on a daily basis and covers short positions when deemed appropriate.

         Accrued compensation was $3,589,437 at June 30, 1999 as compared to
$1,799,531 at December 31, 1998, a 99.5% increase attributable to increased
revenues upon which commission income to registered representatives is based.

         Accounts payable and accrued expenses were $746,431 at June 30, 1999 as
compared to $585,084 at December 31, 1998, a 27.6% increase primarily
attributable to general office expenses related to the operation of all offices
due to an increase in the number of employees and the establishment of new
branch offices. Additionally, the Company incurred recruiting fees in order to
hire various support personnel.

         Deferred income taxes payable were $2,467,252 at June 30, 1999 as
compared to $728,060 at December 31, 1998. This increase is reflective of the
adjustment for deferred income taxes payable resulting from an increase in the
value of certain securities positions in the Company's merchant banking
portfolio and investment account.

         The Company, as guarantor of its customer accounts to its clearing
broker, is exposed to off-balance-sheet risks in the event that its customers do
not fulfill their obligations with the clearing broker. In addition, to the
extent the Company maintains a short position in certain securities, it is
exposed to a further off-balance-sheet market risk, since the Company's ultimate
obligation may exceed the amount recognized in the financial statements.

         The Company believes its financial resources will be sufficient to fund
the Company's operations and capital requirements for the foreseeable future.

Year 2000

         The Company has been evaluating the potential impact of the situation
commonly referred to as the "Year 2000 Issue" ("Y2K"). The Y2K issue is the
result of computer systems and applications that currently use two digits rather
than four to recognize a particular year (e.g., "98" for "1998"). The Y2K issue
affects the Company's information technology systems (i.e., computer systems,
network elements and software applications) as well as other business systems
that might have time-sensitive programs or microprocessors that may not properly
reflect or recognize the year 2000 ("non-IT systems"). The failure to reflect or
recognize dates after 1999 could cause the Company's information technology and
non-IT systems to fail or cause errors, which could lead to disruptions in
operations or increased costs. The Company, similar to most securities
institutions, is significantly subject to the potential impact of the Y2K issue
due to the nature of the industry. Potential impacts to the Company may arise
from software, computer hardware, and other equipment both within the Company's
direct control and outside the Company's ownership, yet with which the Company
interfaces either electronically or operationally. The Company has commenced a
review of its internal systems and programs to determine the extent to which its
information technology systems are Y2K compliant. The Company has commenced a
review of whether its non-IT systems are Y2K compliant. Since much of the
Company's internal information technology has been developed fairly recently,
the Company does not anticipate that its internal information technology systems
will face significant issues of non-compliance. The Company has completed an
evaluation of its mission critical systems and remediation of certain systems



                                                                              11
<PAGE>

will be necessary. Remediation of the systems is still in the process of being
completed. Based on current information, the Company believes it will spend
approximately $100,000 to $150,000 in 1999 and expects to accrue approximately
$50,000 to $100,000 for 2000, although there can be no assurance that such
amounts will be sufficient due to unforeseen difficulties, to complete the
review and address the Y2K issue with respect to its internal information
technology systems and non-IT systems.

         However, even if the Company's internal systems are Y2K compliant, the
Company remains at risk from Y2K failure caused by third parties. The Company
has commenced to contact third parties with which it interacts to determine the
state of their assessment and remediation of any Y2K issues they face. To date,
the Company has not received sufficient information from such third parties to
complete its assessment of their Y2K readiness. Some of the third parties with
which the Company has significant interaction include, most significantly, its
clearing broker, Correspondence Services Corporation ("CSC"), and vendors
providing phone service, payroll services and banking services. In April 1999
CSC installed a new clearing system, which addressed the Y2K issue. The
Company's major third-party vendor has communicated that it has completed its
internal testing, including a fully integrated system test of all its core
processing applications and that they will continue to conduct additional tests
throughout the remainder of 1999. The Company will continue to assess whether it
is necessary to retain the services of other third-party vendors who are Y2K
compliant in order to prevent a disruption in the Company's business. The
Company has developed a contingency plan for those areas where plans to achieve
Y2K compliance fail.

         The failure to correct a material Y2K problem could result in an
interruption in, or failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the Y2K problem, resulting in part from the uncertainty
of the Y2K readiness of third-party vendors, the Company is unable to determine
at this time whether the consequences of Y2K failures will have a material
impact on the Company's results of operations, liquidity or financial condition.
Although the Company expects that its mission critical systems will be compliant
and tested by the third quarter of 1999, there is no guarantee that these
results will be achieved. Specific factors that give rise to this uncertainty
include a possible loss of technical resources to perform the work, failure to
identify all susceptible systems, non-compliance by third parties whose systems
and operations impact the Company, and other similar uncertainties. A reasonably
possible worst case scenario might include one or more of the Company's or a
third-party vendor's significant systems being non-compliant. Such an event
could result in a material disruption to the Company's operations, which would
adversely affect the Company's results of operations, liquidity and financial
condition.





                                                                              12
<PAGE>


PART II: OTHER INFORMATION

ITEM 2:  SALES OF UNREGISTERED SECURITIES

<TABLE>
<CAPTION>
                                                   Consideration Received
                                                   and Description of                              If Option, Warrant
                                                   Underwriting or Other                           or Convertible
                                                   Discounts to Market                             Security, Terms of
                  Title of                         Price Afforded to         Exemption from        Exercise or
Date of Sale      Security         Number Sold     Purchasers                Registration Claimed  Conversions
----------------- ---------------- --------------- ------------------------- --------------------- ----------------------
<S>  <C>         <C>                  <C>         <C>                               <C>            <C>
     6/1/99       Options to           5,000       Options granted under             4(2)          1/3 exercisable
                  purchase                         1996 Stock Plan; no                             6/1/02, 6/1/03,
                  Common Stock                     cash consideration                              6/1/04 at an
                                                   received by Company                             exercise price of
                                                   until exercise                                  $5.9375 per share
                                                                                                   and which all expire
                                                                                                   6/1/09

     6/2/99       Common Stock        150,000              $750,000                  4(2)                   N/A

     6/4/99       Common Stock         25,000      Restricted stock                  4(2)                   N/A
                                                   awarded to employees
                                                   under 1996 Stock Plan;
                                                   no cash consideration
                                                   received by the Company
</TABLE>


ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

         The Company held its Annual Meeting of Stockholders on June 4, 1999. At
the meeting the directors nominated for re-election, David O. Lindner and Edward
J. Casey, were each re-elected for three-year terms with 2,618,986 shares voted
in favor of their re-election and 24,810 shares for which authority to vote was
withheld.

ITEM 5:  OTHER INFORMATION

         On June 29, 1999, the Board of Directors of the Company declared a two
for one stock split of the Company's common stock, which was paid as a 100%
stock dividend on July 30, 1999 to stockholders of record on July 14, 1999. The
Company issued an additional 3,046,764 shares of its common stock in connection
with the stock split.

         On July 8, 1999, Harold Paul was elected to the Board of Directors as a
Class II director to fill a vacancy created by the resignation of Edmund
McCormick on April 23, 1999. Mr. Paul's term will expire on the date of the
Company's annual meeting to be held in 2000.

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  10.10  Stock Option Agreement, dated as of July 8, 1999,
                         between the Company and Harold Paul

                  27     Financial Data Schedule (6/30/99)

         (b)      Reports on Form 8-K

                  Current Report on Form 8-K, dated June 2, 1999, and filed with
                  the Commission on June 16, 1999.

                                                                              13
<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.



                                               Kirlin Holding Corp.
                                               --------------------------
                                               (Registrant)




Dated:   August 16, 1999                        By: /s/ Anthony J. Kirincic
                                                    ------------------------
                                                    Anthony J. Kirincic
                                                    President and Chief
                                                    Financial Officer




                                                                              14
<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number       Description
--------     -----------

10.10        Stock Option Agreement, dated as of July 8, 1999, between the
             Company and Harold Paul

27           Financial Data Schedule (6/30/99)







                                                                              15