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 Act
 -----   of 1934 For the quarterly period ended June 30, 1997


_____  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 11,  1997,  Issuer had
outstanding 1,360,132 shares of Common Stock, par value $.0001 per share.


<PAGE>


PART 1:               FINANCIAL INFORMATION
ITEM 1:               FINANCIAL STATEMENTS

KIRLIN HOLDING CORP. and SUBSIDIARY




Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>

                                                                                              June 30,           December 31,
                                                                                                1997                 1996
                                                                                            ------------        ---------------
                                                                                            (Unaudited)
                                     ASSETS:
<S>                                                                                            <C>                   <C>   
Cash                                                                                 $        209,793    $            75,304
Securities Owned, at market value:
         U.S. government and agency obligations                                             1,865,394              2,153,235
         State and municipal obligations                                                    2,870,016              4,654,466
         Corporate bonds and other securities                                               5,116,884              6,826,647
Furniture, Fixtures and Leasehold Improvements, at cost, net of
         accumulated depreciation of $606,793 and $511,096 for
         June 30, 1997 and December 31, 1996, respectively                                    745,059                691,124
Other Assets                                                                                  596,726                637,066
Income taxes receivable                                                                        40,634
                                                                                     ----------------    -------------------

                    Total assets                                                     $     11,444,506    $        15,037,842
                                                                                     ================    ===================

                      LIABILITIES and STOCKHOLDERS' EQUITY:

Liabilities:
         Securities sold,  not yet purchased, at market value                        $      2,034,432    $         2,019,664
         Payable to clearing broker                                                         1,156,298              4,586,717
         Accrued compensation                                                               1,129,070              1,174,706
         Accounts payable and accrued expenses                                                500,343                649,556
         Income taxes payable                                                                                        582,514
                                                                                     ----------------    -------------------

                    Total liabilities                                                       4,820,143              9,013,157
                                                                                     ----------------    -------------------

Commitments

Stockholders' Equity:
         Common stock, $.0001 par value; authorized 15,000,000 shares,
         issued and outstanding 1,302,330                                                         130                    130
         Additional paid-in capital                                                         5,522,036              5,522,036
         Retained earnings                                                                  1,102,197                502,519
                                                                                     ----------------    -------------------

                    Total stockholders' equity                                              6,624,363              6,024,685
                                                                                     ----------------    -------------------

                    Total liabilities and stockholders'  equity                      $     11,444,506    $        15,037,842
                                                                                     ================    ===================
</TABLE>



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

                                                                                
                                       2



<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY

Consolidated Statements of Income
<TABLE>
<CAPTION>

                                                                  Three-Months Ended                Six-Months Ended
                                                                      June 30,                         June 30,
                                                                  1997            1996             1997            1996
                                                             --------------   -------------   ---------------  -------------
                                                                       (Unaudited)                     (Unaudited)
<S>                                                                <C>             <C>               <C>             <C>   
Revenues:
    Principal transactions, net                           $     2,414,885   $    3,099,497  $      6,541,745  $  5,874,314
    Commissions                                                 1,291,198        1,118,227         2,361,871     2,244,389
    Other income                                                   88,837          106,338           195,908       189,937
                                                          ---------------   --------------  ----------------  ------------
                                                                3,794,920        4,324,062         9,099,524     8,308,640
                                                          ---------------   --------------  ----------------  ------------
Expenses:
    Employee compensation and benefits                          2,358,004        2,617,066         6,071,079     5,094,284
    Promotion and advertising                                      98,034          350,492           145,105       636,180
    Clearance and execution charges                               194,309          220,610           437,429       474,760
    Occupancy and communications                                  450,123          399,905           838,141       731,536
    Professional fees                                              70,933           64,416           125,157        95,234
    Interest                                                       61,599          104,988           125,245       212,925
    Other                                                         128,424          114,567           261,918       210,930
                                                          ---------------   --------------  ----------------  ------------
                                                                3,361,426        3,872,044         8,004,074     7,455,849
                                                           ---------------  --------------  ----------------  ------------
          Income before provision for income taxes                433,494          452,018         1,095,450       852,791

Provision for income taxes (Note 2)                               200,345          229,767           495,772       423,864
                                                          ---------------   --------------  ----------------  ------------

          Net income                                      $       233,149   $      222,251  $        599,678  $    428,927
                                                          ===============   ==============  ================  ============

Net income per common share (Note 3)                      $         0.16    $         0.14  $         0.39    $       0.28
                                                          ===============   ==============  ================  ============

Weighted average common shares outstanding                      1,302,330        1,302,330         1,302,330     1,302,330
                                                                                                                        
</TABLE>

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

                                                                                
                                       3



<PAGE>

Consolidated Statement of Changes in Stockholders' Equity

For the six months ended June 30, 1997
(Unaudited)
<TABLE>
<CAPTION>


                                    Common Stock                  
                            -----------------------------      Additional          Retained
                               Shares         Par Value         Capital            Earnings          Total
                            -------------   -------------    -------------       -------------    ------------
<S>                             <C>             <C>               <C>             <C>             <C>  
Stockholders' equity,
    January 1, 1997            1,302,330       $  130          $ 5,522,036      $    502,519     $   6,024,685

Net income                                                                           599,678           599,678
                             -------------   --------------   --------------    --------------   -------------

Stockholders' equity,
      June 30, 1997            1,302,330       $  130          $ 5,522,036      $  1,102,197     $   6,624,363
                             =============   ==============   ==============    ==============   =============

</TABLE>



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

                                                                                
                                       4



<PAGE>



Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                                 Six Months Ended
                                                                                                     June 30,
                                                                                    -------------------------------------
                                                                                           1997                1996
                                                                                    ----------------    -----------------
                                                                                                    (Unaudited)
<S>                                                                                           <C>                 <C>   
      Cash flows from operating activities:
         Net income                                                                       $   599,678         $   428,927
                                                                                    -----------------   -----------------
         Adjustments  to  reconcile  net  income to net 
            cash used in  operating activities:
               Depreciation and amortization                                                   95,697              81,224
               Deferred income taxes                                                          (59,564)             82,218
               Decrease (increase) in securities owned, at market value                     3,782,054          (4,031,879)
               Decrease (increase) in other assets                                             40,340            (283,978)
               (Increase) in income taxes receivable                                         (179,606)
               Increase (decrease) in securities sold, not yet
                  purchased, at market value                                                   14,768             (61,010)
               (Decrease) increase in payable to clearing broker                           (3,430,419)          3,075,655
               (Decrease) increase in accrued compensation                                    (45,636)            522,074
               (Decrease) increase in accounts payable and accrued expenses                  (149,213)            315,799
               (Decrease) in income taxes payable                                            (383,978)
                                                                                    -----------------   -----------------
                    Total adjustments                                                        (315,557)           (299,897)
                                                                                    -----------------   -----------------
                    Net cash provided by operating activities                                 284,121             129,030
                                                                                    -----------------   -----------------
Cash flows from investing activities:
         Purchase of furniture, fixtures and leasehold improvements                          (149,632)           (175,467)
                                                                                    -----------------   -----------------
                    Net cash used in investing activities                                    (149,632)           (175,467)
                                                                                    -----------------   -----------------
                    Net increase (decrease) in cash                                           134,489             (46,437)

Cash, beginning of period                                                                      75,304             179,944
                                                                                    -----------------   -----------------
                    Cash, end of period                                                  $    209,793         $   133,507
                                                                                    =================   =================
Supplemental information:
         Interest paid                                                                   $    125,245         $   217,150
         Income taxes paid                                                               $  1,118,920         $    41,900

</TABLE>


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

                                                                                
                                       5

<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY



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 subsidiary,  Kirlin Securities, Inc.
         (collectively the "Company").  The Company,  through Kirlin Securities,
         Inc.  ("Kirlin"),  is a full service,  retail-oriented  brokerage  firm
         specializing  in the  trading  and  sale of  fixed  income  securities,
         including collateralized mortgage obligations,  corporate and municipal
         bonds, and government and government agency securities and, to a lesser
         extent,  mutual  funds  and  equity  securities.   The  Company's  only
         activities,  other than  investments,  have been  through  Kirlin.  All
         material intercompany transactions and balances have been eliminated in
         consolidation.  Kirlin has offices in New York, New Jersey,  California
         and Florida.

         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, 1997 are not  necessarily  indicative  of the  results  that may be
         expected  for the full year  ending  December  31,  1997.  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, 1996.

2.       Income Taxes

         The Company files consolidated  federal income tax returns and combined
         New York, New Jersey,  California and Florida 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.

3.       Earnings Per Share

          Net income per common share is based on the weighted average number of
          shares  outstanding  for each  period.  For the  three  and  six-month
          periods  ended June 30, 1997 and 1996,  primary and fully  diluted net
          income  per  common  share  have been  calculated  using the  modified
          treasury  stock method since  options to purchase  common stock have a
          dilutive effect. Accounting Principles Board Opinion No. 15, "Earnings
          per Share", limits the assumed repurchase of shares under the treasury
          stock  method to 20% of the shares  outstanding.  Any excess  proceeds
          from the  assumed  exercise  of options  are assumed to be invested in
          U.S. government securities or commercial paper. Therefore,  net income
          is adjusted for assumed  interest  income,  net of  applicable  income
          taxes for purposes of these calculations.  The weighted average number
          of shares of common  stock  outstanding  and  adjusted  net income for
          primary and fully  diluted  net income per common  share for the three
          and six-month periods ended June 30, 1997 and 1996 are as follows:
                                                                                
                                       6
<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY

Notes to Consolidated Financial Statements
(Unaudited)
<TABLE>
<CAPTION>

                                                          Three-Months Ended             Six-Months Ended
                                                              June 30,                      June 30,
                                                          ------------------             ------------------               
                                                         1997           1996          1997           1996
                                                    ------------   ------------   -----------   ------------
                                                             (Unaudited)                  (Unaudited)
<S>                                                      <C>            <C>            <C>            <C> 
Primary Net Income Per Common Share
   Net Income                                     $     233,149   $    222,251   $    599,678   $    428,927
   Plus: Estimated proceeds from investment in
           U.S. government securities or
           commercial paper, net of taxes                14,080         15,551         24,644         34,682
                                                   -------------   ------------   ------------   ------------

                 Net Income used in calculation   $     247,229   $    237,802   $    624,322   $    463,609
                                                   =============   ============   ============   ============

    Weighted average number of shares outstanding     1,302,330      1,302,330      1,302,330      1,302,330

    Plus: Net effect of dilutive stock options based
       on the modified treasury stock method
       using the average market price of
       common stock                                     294,367        353,317        294,367        353,317
                                                   -------------   ------------   ------------   ------------

         Total shares used in calculation            1 ,596,697      1,655,647      1,596,697      1,655,647
                                                   =============   ============   ============   ============

         Net income per common  share              $       0.16   $       0.14   $       0.39   $       0.28
                                                   =============   ============   ============   ============


Fully Diluted Net Income Per Common Share
   Net Income                                      $    233,149   $    222,251   $    599,678   $    428,927
   Plus: Estimated proceeds from investment in
     U.S. government securities or
     commercial paper, net of taxes                      14,080         13,613         24,644         27,227
                                                   -------------   ------------   ------------   ------------
        Net Income used in calculation             $    247,229   $    235,864   $    624,322   $    456,154
                                                   =============   ============   ============   ============

   Weighted average number of shares outstanding      1,302,330      1,302,330      1,302,330      1,302,330
   Plus: Net effect of dilutive  stock options
     based on the modified  treasury stock method
     using the average market price of common stock     294,367        353,317        294,367        353,317
                                                   -------------   ------------   ------------   ------------
        Total shares used in calculation              1,596,697      1,655,647      1,596,697      1,655,647
                                                   =============   ============   ============   ============

           Net income per common share             $       0.16   $       0.14   $       0.39   $       0.28
                                                   =============   ============   ============   ============
</TABLE>

                                       7

<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
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.  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

     Total  revenues  for the three and  six-month  periods  ended June 30, 1997
decreased  and  increased  12.2%  and  9.5%,  respectively,  to  $3,794,920  and
$9,099,524 from the comparable  periods in 1996. The decrease in the three-month
period was attributable to a sluggish retail marketplace at the beginning of the
quarter and the  increase  during the  six-month  period was  attributable  to a
particularly  strong market place during the first quarter of 1997. As a result,
principal  transactions,  net  decreased  and  increased  by  22.1%  and  11.4%,
respectively,  for the three and six-month  periods ended June 30, 1997 from the
comparable periods in 1996. Commissions increased 15.5% and 5.2%,  respectively,
primarily as a result of a customer shift to equity securities.

     Employee  compensation  and  benefits for the three and  six-month  periods
ended June 30, 1997  decreased and increased  9.9% and 19.2%,  respectively,  to
$2,358,004 and $6,071,079  from the comparable  periods in 1996.  Since employee
compensation to the Company's traders and registered representatives is directly
related to revenue, a portion of employee compensation follows the change in the
Company's  revenues.  The increase in the  six-month  period was also  partially
attributable to the hiring of staff positions.

     Promotion and  advertising  for the three and six-month  periods ended June
30, 1997 decreased 72.0% and 77.2%,  respectively,  to $98,034 and $145,105 from
the  comparable  periods  in 1996  primarily  as a result  of a shift of work to
internal staff and the Company's planned reduction in advertising  expenditures,
primarily in radio and television advertising,  due to the Company's expectation
of sluggish  market  conditions  and a retail  product  focused on the Company's
existing client base.

     Clearance and execution  charges for the three and six-month  periods ended
June 30, 1997 decreased 11.9% and 7.9%,  respectively,  to $194,309 and $437,429
from the  comparable  periods in 1996 as a result of reduced fees charged by the
Company's clearing broker.

     Occupancy  and  communications  costs for the three and  six-month  periods
ended June 30, 1997  increased  12.6% and 14.6%,  respectively,  to $450,123 and
$838,141 from the comparable  periods in 1996. This increase was a result of the
establishment and operations of branch offices.

     Professional  fees for the three and six-month  periods ended June 30, 1997
increased 10.1% and 31.4% to $70,933 and $125,157 from the comparable periods in
1996 primarily as a result of an increase in external  consultation with outside
professionals.

     Interest  expense for the three and  six-month  periods ended June 30, 1997
decreased  41.3% and 41.2%,  respectively,  to  $61,599  and  $125,245  from the
comparable periods in 1996 as a result of smaller inventory  positions purchased
on margin, which incur interest.

                                       8

<PAGE>

     Other  expenses  for the three and  six-month  periods  ended June 30, 1997
increased  12.1% and 24.2%,  respectively,  to $128,424  and  $261,918  from the
comparable periods in 1996 as a result of an increase in general office expenses
primarily as a result of the establishment and operations of branch offices.

     Income tax  provision  for the three and  six-month  periods ended June 30,
1997 were $200,345 and  $495,772,  respectively,  which was consistent  with the
increase in income before this income tax provision.

     Net  income  of  $233,149  and  $599,678,  respectively,  for the three and
six-month  periods  ended June 30, 1997  compares to net income of $222,251  and
$428,927,  respectively, for the three and six-month periods ended June 30, 1996
primarily as a result of increased revenues in 1997.

Liquidity and Capital Resources

     Securities  owned,  at market  value,  at June 30, 1997 were  $9,852,294 as
compared  to  $13,634,348  at  December  31,  1996.   This  27.7%  decrease  was
attributable  to a  sluggish  retail  marketplace  for fixed  income  and equity
securities  experienced during the beginning of the quarter, which decreased the
Company's need to maintain  securities in inventory for resale to its customers.
To a significant extent, the Company's inventory  requirements for securities is
market  driven,  with a less active market and lower sales  necessitating  lower
inventory levels.  Approximately  74.8% of the Company's assets at June 30, 1997
were comprised of cash and highly liquid securities.

     Furniture,  fixtures  and  leasehold  improvements,  net, at June 30, 1997,
increased to $745,059 as compared to $691,124 at December  31,  1996.  This 7.8%
increase  resulted from the  establishment and operations of a branch office and
additional  computer  hardware,  office  furniture  and  leasehold  improvements
purchased in  connection  with the existence  and  maintenance  of the Company's
offices.

     Other  assets  decreased  to $596,726 at June 30,  1997,  from  $637,066 at
December 31, 1996, a 6.3% decrease.  This decrease was primarily attributable to
interest  receivable on inventory held and the repayment of an interest  bearing
promissory note related to one of the Company's investment banking undertakings.

     Income Taxes Receivable were $40,634 at June 30, 1997 as compared to Income
Taxes  Payable of $582,514 at December  31,  1996.  This change is  comprised of
current taxes receivable reflective of the payment of estimated income taxes and
the  adjustment for the current  period's  earnings,  and deferred  income taxes
payable resulting from unrealized appreciation on securities positions.

     Securities  sold short  amounted to $2,034,432 at June 30, 1997 as compared
to $2,019,664 at December 31, 1996.  Management  monitors  these  positions on a
daily basis and covers short positions when deemed appropriate. A portion of the
short position at June 30, 1997 was covered during the subsequent month.

     Payable to  clearing  broker  amounted  to  $1,156,298  at June 30, 1997 as
compared to $4,586,717 at December 31, 1996. This 74.8% decrease was a result of
decreased inventory purchases on margin.

     Accrued  compensation  was  $1,129,070  at June  30,  1997 as  compared  to
$1,174,706  at December  31,  1996, a 3.9%  decrease  attributable  to decreased
revenues upon which commission income to registered representatives is based.

     Accounts  payable and accrued  expenses  were  $500,343 at June 30, 1997 as
compared to $649,556  at December  31, 1996,  a 23.0% decrease  attributable  to
accrued promotion,  general office expenses, and an accrued expense related to a
settlement with a customer.

                                       9

<PAGE>

     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.

                                       10

<PAGE>

PART II:          OTHER INFORMATION

ITEM 2:           SALES OF UNREGISTERED SECURITIES
<TABLE>
<CAPTION>



                                                     Consideration received                              If option, warrant
                                                     and description of                                  or convertible
                                                     Underwriting or other                               security, terms
                                                     discounts to market price     Exemption from        of exercise
 Date of Sale   Title of Security   Number Sold      offered to Purchasers       registration claimed    or conversions
--------------  ------------------ --------------- --------------------------- -----------------------  -----------------
<S>                  <C>                 <C>                 <C>                        <C>                     <C>  
7/23/97         Common Stock           38,000             $209,000                 4(2)                         N/A
                                                                                  (exercise of options)
--------------  ------------------ --------------- --------------------------- -----------------------  -----------------

7/24/97         Common Stock           19,802       Surrender and exchange         3(a)(9)
                                                    of options to purchase         (exchange of                 N/A
                                                    84,750 shares of Common        securities)
                                                    Stock                        
--------------  ------------------ --------------- --------------------------- -----------------------  -----------------
</TABLE>

ITEM 4:           SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

The Company held its Annual  Meeting of  Stockholders  on June 20, 1997.  At the
meeting the sole director  nominated  for  re-election,  Robert A. Paduano,  was
re-elected  for a three-year  term with  1,165,768  shares voted in favor of his
re-election and no shares for which authority to vote was withheld.

ITEM 5:           OTHER INFORMATION

         On July 24, 1997, the Company completed an exchange offer to holders of
its outstanding stock options.  The Company's Board of Directors authorized this
exchange offer, in which optionholders were offered the right to surrender their
options for cash and/or common stock at varying rates  depending  upon the terms
of the  option  being  surrendered,  in order to reduce  the  number of  options
outstanding,  which has a dilutive effect on the Company's reported earnings per
share.  Prior to the  exchange  offer,  538,738  options  were  outstanding,  as
compared to the Company's 1,302,330 shares of Common Stock outstanding.

         Upon completion of the exchange offer, 448,488 options were surrendered
in exchange for $537,298 in cash and 19,802 shares of Common Stock. Concurrently
with the  exchange  offer,  three  executive  officers of the Company  exercised
options to purchase 38,000 shares of Common Stock and the Company's wholly-owned
subsidiary,  Kirlin  Securities,  Inc.,  surrendered,  without  payment  of  any
consideration, options it held to purchase 16,095 shares of Common Stock.

         Following these actions, as of July 25, 1997, the Company had 1,360,132
shares of Common  Stock  outstanding  and options to purchase  52,250  shares of
Common Stock remain outstanding, at exercise prices ranging from $5.50 to $10.00
per share.

ITEM 6:           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  27.      Financial Data Schedule (6/30/97)

         (b)      Reports on Form 8-K

                  None

                                       11

<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 11, 1997              By:      /s/ Anthony J. Kirincic
                                        ---------------------------------------
                                          Anthony J. Kirincic
                                          President and Chief Financial Officer

                                       12

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number            Description                                        Page

27.               Financial Data Schedule (6/30/97)                   14









                                       13



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