U.S. SECURITIES AND EXCHANGE
                                   COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


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

For the quarterly period ended September 30, 2002
                               ------------------


----- 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 Registrant 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
               --------------------------------------------------
               (Registrant's Telephone Number Including Area Code)

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


     Check whether the registrant: (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 registrant's classes of
common equity, as of the latest practicable date: At November 8, 2002, Issuer
had outstanding 14,962,308 shares of Common Stock, par value $.0001 per share.


<PAGE>


PART 1:   FINANCIAL INFORMATION
ITEM 1:   FINANCIAL STATEMENTS

KIRLIN HOLDING CORP. and SUBSIDIARIES


Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>


                                                                                       September 30,        December 31,
                                                                                            2002                2001
                                                                                      -----------------   ------------------
                                                                                        (Unaudited)
                                     ASSETS:
<S>                                                                                   <C>                 <C>
Cash and cash equivalents                                                             $      3,728,163    $         972,086
Due from Clearing Broker                                                                     1,964,199            3,119,154
Securities Owned:
   U.S. government and agency obligations, at market value                                     157,038              161,376
   State and municipal obligations, at market value                                            311,830            1,161,195
   Corporate bonds and other securities, at market value                                       628,528              415,812
   Nonmarketable securities, at fair value                                                      56,084              607,249
Furniture, Fixtures and Leasehold Improvements, at cost, net of accumulated
    depreciation of $2,811,844 and $2,331,207, respectively                                    697,652            1,084,821
Deferred Tax Assets, net of valuation allowance of $711,258 and $0, respectively             2,971,361            3,457,855
Intangible Assets, net of accumulated amortization of $0 and $75,000,
    respectively                                                                               200,000              775,000
Goodwill                                                                                       120,000            1,395,417
Other Assets                                                                                 2,588,492            1,724,991
                                                                                      -----------------   ------------------

               Total assets                                                           $     13,423,347    $      14,874,956
                                                                                      =================   ==================

                      LIABILITIES and STOCKHOLDERS' EQUITY:

Liabilities:
   Securities sold,  not yet purchased, at market value                               $        291,414    $         224,371
   Accrued compensation                                                                      1,882,279            2,113,287
   Accounts payable and accrued expenses                                                     2,494,638            1,767,104
                                                                                      -----------------   ------------------

               Total liabilities                                                             4,668,331            4,104,762
                                                                                      -----------------   ------------------

   Subordinated liabilities                                                                  2,500,000             -
                                                                                      -----------------   ------------------

   Minority Interest in Subsidiary                                                             109,883             -
                                                                                      -----------------   ------------------

Commitments and Contingencies

Stockholders' Equity:
   Common stock, $.0001 par value; authorized 40,000,000 shares, issued and
      outstanding 14,675,433 and 14,902,488 shares, respectively                                 1,467                1,490
   Additional paid-in capital                                                               16,315,393           16,635,220
   Unearned Stock Compensation                                                               (321,268)            (294,433)
   Accumulated deficit                                                                     (9,850,459)          (5,572,083)
                                                                                      -----------------   ------------------

               Total stockholders' equity                                                    6,145,133           10,770,194
                                                                                      -----------------   ------------------

               Total liabilities and stockholders'  equity                            $     13,423,347    $      14,874,956
                                                                                      =================   ==================
</TABLE>

See Notes to Consolidated Financial Statements

                                                                               2


<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statements of Operations


<TABLE>
<CAPTION>


                                                                  Three-Months Ended                 Nine-Months Ended
                                                                     September 30,                      September 30,
                                                           ----------------------------------  --------------------------------
                                                                2002               2001             2002            2001
                                                           ----------------  ----------------  --------------- ----------------
                                                                       (Unaudited)                      (Unaudited)
<S>                                                        <C>               <C>               <C>             <C>
Revenues:
   Principal transactions, net                             $        94,077   $     1,284,177  $     (162,619)  $     6,014,646
   Commissions                                                   4,341,393         2,169,794       14,311,582        7,819,543
   Merchant Banking                                               (37,996)            93,605         (37,998)          180,152
   Investment Banking                                               68,676            40,749          974,989           40,749
   Other income                                                    536,230           278,923        1,796,740          912,505
   Increase in value attributable to subsidiaries                     -               62,617            -              515,995
                                                           ----------------  ---------------- ---------------- ----------------

                                                                 5,002,380         3,929,865       16,882,694       15,483,590
                                                           ----------------  ---------------- ---------------- ----------------
Expenses:
   Employee compensation and benefits                            3,833,110         3,540,950       12,923,544       12,292,350
   Promotion and advertising                                        87,007           258,026          289,591          898,113
   Clearance and execution charges                                 164,173           332,918          465,595        1,132,318
   Occupancy and communications                                    998,841         1,197,126        3,092,033        3,746,480
   Impairment of intangible assets and goodwill                  1,774,995             -            1,774,995            -
   Professional fees                                               348,795           317,932          835,294          975,064
   Interest                                                         14,724            21,848           11,931           65,332
   Other                                                         1,261,253           410,626        2,505,402        1,280,162
                                                           ----------------  ---------------- ---------------- ----------------

                                                                 8,482,898         6,079,426       21,898,385       20,389,819
                                                           ----------------  ---------------- ---------------- ----------------

   Loss before income tax benefit and minority interest
       in loss of subsidiaries                                 (3,480,518)       (2,149,561)      (5,015,691)      (4,906,229)

Income tax benefit                                                 309,968           738,399          847,198        1,527,240
                                                           ----------------  ---------------- ---------------- ----------------

   Loss before minority interest in loss of subsidiaries       (3,170,550)       (1,411,162)      (4,168,493)      (3,378,989)

Minority interest in (income) loss of subsidiaries               (109,883)           215,760        (109,883)          509,817
                                                           ----------------  ---------------- ---------------- ----------------

   Net loss                                                $   (3,280,433)   $   (1,195,402)  $   (4,278,376)  $   (2,869,172)
                                                           ================  ================ ================ ================

Basic loss per common share                                $        (0.22)   $        (0.09)   $       (0.28)  $        (0.22)
                                                           ================  ================ ================ ================

Diluted loss per common share                              $        (0.22)   $        (0.09)   $       (0.28)  $        (0.22)
                                                           ================  ================ ================ ================
</TABLE>

See Notes to Consolidated Financial Statements
                                                                               3

<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARIES


Consolidated Statement of Changes in Stockholders' Equity

For the nine months ended September 30, 2002
(Unaudited)


<TABLE>
<CAPTION>


                                  Common Stock             Additional       Unearned
                          -----------------------------     Paid-in          Stock         Accumulated
                             Shares        Par Value        Capital       Compensation        Deficit          Total
                          --------------  -------------   -------------  ---------------   --------------  --------------
<S>                       <C>             <C>             <C>            <C>               <C>             <C>
Stockholders' equity,
   January 1, 2002           14,902,488   $      1,490    $ 16,635,220   $    (294,433)      (5,572,083)   $  10,770,194

Stock issuances               1,000,385            100         917,110         (45,418)           -              871,792

Stock forfeitures             (346,131)           (35)       (443,627)           18,583           -            (425,079)

Repurchases and
   retirement of stock        (881,309)           (88)       (793,310)           -                -            (793,398)

Net loss                         -               -              -                -           (4,278,376)     (4,278,376)
                          --------------  -------------   -------------  ---------------   --------------  --------------

Stockholders' equity,
   September 30, 2002        14,675,433   $      1,467    $ 16,315,393   $    (321,268)    $ (9,850,459)   $   6,145,133
                          ==============  =============   =============  ===============   ==============  ==============

</TABLE>


See Notes to Consolidated Financial Statements
                                                                               4


<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                              Nine Months Ended
                                                                                                September 30,
                                                                                    --------------------------------------
                                                                                           2002                2001
                                                                                    -------------------  -----------------
                                                                                                 (Unaudited)
<S>                                                                                 <C>                  <C>
Cash flows from operating activities:
   Net loss                                                                         $    (4,278,376)     $  (2,869,172)
                                                                                    -------------------  -----------------
   Adjustments to reconcile net loss to net cash provided by operating
      activities:
         Depreciation                                                                        480,637            538,239
         Amortization                                                                        186,126            135,567
         Deferred income taxes                                                               486,494          (898,784)
         Investment by minority shareholders                                                 -                  425,118
         Minority interest in loss of subsidiaries                                           109,883          (509,817)
         Noncash compensation                                                                446,713            464,261
         Impairment of intangible assets and goodwill                                      1,774,995            -
         Loss on disposal of fixed assets                                                    -                  104,846
         Decrease in receivable from clearing brokers                                      1,154,955          1,445,907
         Decrease in securities owned, at market value                                       640,988            169,802
         Decrease in nonmarketable securities                                                551,164            634,629
         (Increase) decrease in other assets                                               (863,501)          1,921,361
         Increase (decrease) in securities sold, not yet purchased, at market value           67,043           (61,674)
         (Decrease) in accrued compensation                                                (231,008)          (720,039)
         Increase in accounts payable and accrued expenses                                   727,534            132,434
                                                                                    -------------------  -----------------

               Total adjustments                                                           5,532,023          3,781,850
                                                                                    -------------------  -----------------

               Net cash provided by operating activities                                   1,253,647            912,678
                                                                                    -------------------  -----------------

Cash flows from investing activities:
   Purchase of furniture, fixtures and leasehold improvements                               (93,468)          (258,841)
   Acquisition of other businesses, net of cash                                            (110,704)          (167,964)
                                                                                    -------------------  -----------------

               Net cash used in investing activities                                       (204,172)          (426,805)
                                                                                    -------------------  -----------------

Cash flows from financing activities:
   Subordinated liabilities                                                                2,500,000            600,000
   Repurchases of stock                                                                    (793,398)            -
                                                                                    -------------------  -----------------

               Net cash provided by financing activities                                   1,706,602            600,000
                                                                                    -------------------  -----------------

Net increase in cash and cash equivalents                                                  2,756,077          1,085,873

Cash and cash equivalents, beginning of period                                               972,086            579,652
                                                                                    -------------------  -----------------

               Cash and cash equivalents, end of period                             $      3,728,163     $    1,665,525
                                                                                    ===================  =================

Supplemental disclosures of consolidated cashflow information:
   Interest paid                                                                    $          4,954     $       19,917
   Income taxes paid                                                                $         17,413     $       22,145

Supplemental disclosures of noncash investing and financing activities:
   Issue of warrant for acquisition                                                 $        -           $    1,356,000
   Common stock awards, net of forfeitures                                          $        446,713     $      464,261

</TABLE>

See Notes to 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"), Greenleaf Management Corp. ("Greenleaf"), its former
     majority-owned subsidiary, GMST World Markets, Inc. ("GMST") (formerly
     First Long Island Securities, Inc.), and its majority-owned (63.7%)
     subsidiary, VentureHighway.com Inc. ("VentureHighway") (collectively, the
     "Company"). VentureHighway's consolidated financial statements include the
     accounts of Princeton Investments Holding Corp. ("PIHC") and Princeton
     Securities Corporation ("Princeton"). In November 2001, the board of
     directors and stockholders of VentureHighway adopted a plan of dissolution
     and liquidation. During the year ended December 31, 2001, the Company's
     percentage ownership of capital stock of GMST ranged from approximately 61%
     to 5%. All material intercompany transactions and balances have been
     eliminated in consolidation.

     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. Kirlin also
     offers a managed asset portfolio program to manage the financial assets of
     its clients.

     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-Q. 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 for a fair presentation
     have been included. The operations for the three and nine-month periods
     ended September 30, 2002 are not necessarily indicative of the results that
     may be expected for the full year ending December 31, 2002. For further
     information, refer to the consolidated financial statements and footnotes
     thereto included in the Company's Annual Report on Form 10-K for the fiscal
     year ended December 31, 2001.



2.   Income Taxes

     The Company files consolidated federal income tax returns and separate
     Company state income tax returns. VentureHighway files federal income tax
     returns on a stand-alone basis.


3.   Earnings Per Share

     The Company follows SFAS No. 128, Earnings Per Share, which provides for
     the calculation of "basic" and "diluted" earnings per share ("EPS"). Basic
     EPS includes no dilution and is computed by dividing income or loss
     available to common shareholders by the weighted-average number of common
     shares outstanding for the period. Diluted EPS reflect the potential
     dilution that could occur through the effect of common shares issuable upon
     exercise of stock options and warrants and convertible securities. For the
     three and nine-month periods ended September 30, 2002 and 2001, potential
     common shares have not been included in the computation of diluted EPS

                                                                               6

<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARIES

Notes to Consolidated Financial Statements
(Unaudited)

     since the effect would be antidilutive. The following is a reconciliation
     of the numerators and denominators of the basic and diluted EPS
     computations:


<TABLE>
<CAPTION>
                                                                       Loss              Shares          Per-Share
                                                                   (Numerator)        (Denominator)        Amount
                                                                 -----------------    --------------     -----------
                      <S>                                        <C>                  <C>                <C>

                      Three months ended September 30, 2002:

                               Basic and diluted EPS:

                                   Loss available to
                                     common stockholders          $   (3,280,433)        14,910,300      $   (0.22)
                                                                 ================    ===============     ===========

                      Three months ended September 30, 2001:

                               Basic and diluted EPS:

                                   Loss available to
                                     common stockholders          $   (1,195,402)        13,273,386      $   (0.09)
                                                                 =================    ==============     ===========


                      Nine months ended September 30, 2002:

                               Basic and diluted EPS:

                                   Loss available to
                                     common stockholders          $   (4,278,376)        15,016,998      $   (0.28)
                                                                 =================    ==============     ===========
                      Nine months ended September 30, 2001:

                               Basic and diluted EPS:

                                   Loss available to
                                     common stockholders          $   (2,869,172)        13,137,259      $   (0.22)
                                                                 =================    ==============     ===========
</TABLE>



4.   Goodwill

     The Company adopted the provisions of Statement of Financial Accounting
     Standards No. 142, Goodwill and Other Intangibles as of January 1, 2002.
     Accordingly, goodwill is no longer amortized. Instead it will be tested for
     impairment at least annually. As a result of the adoption, approximately
     $560,000 was re-classified from goodwill to intangible assets, which will
     continue to be amortized. During the three-month period ended September 30,
     2002 the Company performed a test for impairment which resulted in the

                                                                               7

<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARIES

Notes to Consolidated Financial Statements
(Unaudited)


     write-off of intangible assets and goodwill amounts of approximately $1.8
     million related to the acquisition of two retail oriented brokerage firms
     in prior years. This write-off decision was made based on an analysis that
     identified a market decline not experienced in quite some time, changing
     conditions surrounding the broker-dealer industry, and comparison of post-
     and pre-acquisition factors which identified a decline in production
     results and registered representatives associated with the acquisitions.
     Amortization expense on goodwill during the three and nine-month periods
     ended September 30, 2001 amounted to $14,497 and $135,567, respectively.
     Had such expense not been recorded the Company's results of operations and
     loss per common share would have been as follows:

<TABLE>
<CAPTION>


                                                          Three Months Ended        Nine Months Ended
                                                          September 30, 2001        September 30, 2001
                                                         ----------------------   -----------------------
                  <S>                                    <C>                      <C>
                  Reported net loss                      $         (1,195,402)     $         (2,869,172)
                      Add back: Goodwill
                      amortization                                      14,497                   135,567
                                                         ----------------------   -----------------------

                           Adjusted net loss             $         (1,180,905)     $         (2,733,605)
                                                         ======================   =======================


                  Basic and diluted loss per common
                  share
                      Reported net loss                  $              (0.09)     $              (0.22)
                           Add back: Goodwill
                           amortization                                   0.00                      0.01
                                                         ----------------------   -----------------------

                                Adjusted net loss        $              (0.09)     $              (0.21)
                                                         ======================   =======================
</TABLE>



     During the nine-months ended September 30, 2002, the Company made payments
     of contingent consideration of approximately $118,000 under the terms of
     the acquisition of Princeton.


5.   Contingencies

     In July 2002, Kirlin Securities was notified by the NASD that it had made a
     preliminary determination to recommend that disciplinary action be brought
     against Kirlin Securities and three of its current or former employees,
     including Anthony Kirincic, President of the Company and Co-Chief Executive
     Officer of Kirlin Securities, as a result of the sale of certain fixed
     income securities to clients of Kirlin Securities from November 1995 to
     1998. Certain of these securities were issued in $250,000 denominations.
     The NASD informed Kirlin that the potential violations of the NASD Conduct
     Rules and/or Federal securities laws relate to the following (all of which
     activity occurred prior to 1999): (i) sales of unregistered securities
     stemming from the sale of these securities in smaller denominations; (ii)
     placement of false and misleading advertising as a result of
     non-differentiating advertisements for securities of different issuers;
     (iii) charging of markups on the sale of the securities in excess of NASD
     policy; (iv) failure to maintain inventory sheets as distributed to certain

                                                                               8

<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARIES

Notes to Consolidated Financial Statements
(Unaudited)


     employees in connection with the sale of the securities; and (v) failure to
     establish and enforce supervisory procedures to assure compliance with
     federal laws and NASD Rules to prevent the aforementioned potential
     violations.

     Kirlin Securities has been offered the opportunity to file a submission
     with the NASD, if the matter is not otherwise resolved, indicating why an
     action should not be brought for some or all of the alleged violations. The
     Company cannot predict the outcome of the disciplinary action at this time
     if it were brought and is unable to determine whether this matter will have
     a material adverse effect on the consolidated financial condition of the
     Company.

     In the normal course of the Company's business, the Company from time to
     time is involved in claims, lawsuits and arbitrations brought by its
     customers. The Company consults its attorneys in order to estimate amounts
     that should be reflected in the Company's financial statements relating to
     pending or threatened claims. If pending or threatened claims result in
     damages to be paid by the Company, these amounts could be different from
     the amounts previously estimated and reflected in the Company's financial
     statements. The Company's review of existing claims, arbitrations, and
     unpaid settlements at September 30, 2002 resulted in an accrued liability
     of $667,500.


6.   Subsequent Events

     On January 4, 2001, International Assets Advisory Corporation ("IAAC"),
     initiated an arbitration proceeding before the NASD against Kirlin
     Securities, GMST World Markets, Princeton Securities, Gerard A. Mastrianni,
     Stephen Joseph Taormina, (two officers of GMST World Markets), David O.
     Lindner, and Anthony J. Kirincic (two officers of Kirlin Securities and of
     the Company) (collectively the "Respondents"). IAAC alleged that Kirlin
     Securities and Princeton Securities participated in a conspiracy, along
     with the other Respondents, to raid IAAC employees, engage in unfair
     competition, misappropriate IAAC's trade secrets, induce IAAC employees to
     breach a fiduciary duty purportedly owed to IAAC, interfere with IAAC
     business relationships and convert assets of IAAC. IAAC sought an
     unspecified amount of damages. Kirlin Securities and Princeton Securities
     filed an answer with the NASD vigorously denying the allegations contained
     in IAAC's statement of claim. On December 10, 2001, Kirlin and Princeton
     (together with respondents Lindner and Kirincic) filed a motion to dismiss
     IAAC's Statement of Claim. This motion was denied in March 2002.

     During October 2002 the Company settled this matter with IAAC and agreed to
     pay and did pay IAAC $200,000. The Company was being indemnified with
     respect to this matter by GMST and its principal stockholders. This
     settlement had no effect on the Company's financial statements.



                                                                               9

<PAGE>



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


Forward-Looking Statements

     When used in this Form 10-Q 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. These risks are included in "Item 1: Business," "Item 7: Management's
Discussion and Analysis of Financial Condition and Results of Operations" and in
"Exhibit 99: Risk Factors" included in Form 10-K for the year ended December 31,
2001. 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.


Critical Accounting Policies

     An understanding of our accounting policies is necessary for a complete
analysis of our results, financial position, liquidity and trends. Note 1 to our
consolidated financial statements filed with our Annual Report on Form 10-K for
the year ended December 31, 2001 includes a summary of the significant
accounting policies and methods used in the preparation of our consolidated
financial statements. We focus your attention on the following which provides a
brief discussion of the more significant accounting policies and methods used by
us:


          Valuation of Investments. The major portion of the Company's
          securities owned and securities sold, not yet purchased, are stated at
          quoted market values. Included in securities owned are stock warrants
          and investments in privately held companies not readily marketable,
          which have been valued at fair value as determined by management. The
          warrants are valued based on a percentage of the market value of the
          underlying securities. The resulting unrealized gains and losses are
          reflected in principal transactions and merchant banking income. The
          liquidation of the Company's position could result in substantial
          differences from the market and fair value prices used in the
          financial statements.


          Impairment of Deferred Tax Assets. The carrying value of the Company's
          net deferred tax assets assumes that it will be able to generate
          future taxable income, based on estimates and assumptions. If these
          estimates and assumptions change in the future, the Company may be
          required to record additional valuation allowances against its
          deferred tax assets, which would result in additional income tax
          expense. During the year the Company recorded a valuation allowance
          related to 50% of its tax effected net operating loss carryforward
          amounts.


          Impairment of Goodwill. On January 1, 2002, the Company adopted
          Statement of Financial Accounting Standard No. 142, "Goodwill and
          Other Intangible Assets," which requires the Company to analyze
          goodwill on a periodic basis. If the assumptions used in analyzing
          goodwill for impairment at January 1, 2002 change in the future, the

                                                                              10

<PAGE>


          Company may be required to record an impairment charge. During the
          three-month period ended September 30, 2002 the Company performed a
          test for impairment which resulted in the write-off of intangible
          asset and goodwill amounts of approximately $1.8 million related to
          the acquisition of two retail oriented brokerage firms in prior years.
          This write-off decision was made based on an analysis that identified
          a market decline not experienced in quite some time, changing
          conditions surrounding the broker-dealer industry, and comparison of
          post- and pre-acquisition factors which identified a decline in
          production results and registered representatives associated with the
          acquisitions.


          Market, Credit, and Liquidity Risk. The Company's investing and
          underwriting activities often involve the purchase, sale or short sale
          of securities as principal. Such activities subject our capital to
          significant risks from markets that may be characterized by relative
          illiquidity or may be particularly susceptible to rapid fluctuation in
          liquidity. Such market conditions could limit the Company's ability to
          resell securities purchased or to purchase securities sold short.
          These activities subject our capital to significant risks, including
          market, credit counterparty and liquidity risks. Market risks relates
          to the risk of fluctuating values based on market prices without
          action on our part. The Company's primary credit risk is settlement or
          counterparty risk, which relates to whether a counterparty will
          fulfill its contractual obligations, such as delivery of securities or
          payment of funds. Liquidity risk relates to the Company's inability to
          liquidate assets or redirect the deployment of assets contained in
          illiquid investments. In addition, our market and liquidity risks and
          risks associated with asset revaluation are increased because these
          risks for us are concentrated. The areas related to the above risks
          are valued based on listed market prices, where possible. If listed
          market prices are not available then these items are carried at fair
          value as determined by management, with related unrealized gains and
          losses recognized in the statement of operations. Actual results could
          differ from the values used in these financial statements.


          Legal Proceedings. The Company's business involves substantial risks
          of liability, including exposure to liability under federal and state
          securities laws in connection with the underwriting or distribution of
          securities and claims by dissatisfied customers for fraud,
          unauthorized trading, churning, mismanagement and breach of fiduciary
          duty. The Company does not presently maintain an errors and omissions
          insurance policy insuring it against these risks. In the normal course
          of the Company's business, the Company from time to time is involved
          in claims, lawsuits and arbitrations brought by its customers. The
          Company consults its attorneys in order to estimate amounts that
          should be reflected in the Company's financial statements relating to
          pending or threatened claims. If pending or threatened claims result
          in damages to be paid by the Company, these amounts could be different
          from the amounts previously estimated and reflected in the Company's
          financial statements. The Company's review of existing claims,
          arbitrations, and unpaid settlements at September 30, 2002 resulted in
          an accrued liability of $667,500.


          Clearing Agreements. The Company's retail oriented brokerage firm does
          not carry accounts for customers or perform custodial functions
          related to customers' securities. The Company's broker-dealer
          introduces all of its customer transactions, which are not reflected
          in the financial statements, to its clearing brokers, which maintain
          the customers' accounts and clear such transactions. Additionally, the
          clearing brokers provide the clearing and depository operations for
          the broker dealer's proprietary securities transactions. These
          activities may expose the Company to off-balance sheet risk in the
          event that customers do not fulfill their obligations with the
          clearing brokers, as the broker-dealer has agreed to indemnify the

                                                                              11

<PAGE>


          clearing brokers for any resulting losses. The Company will record a
          loss from a client transaction when information becomes available to
          management that allows it to estimate its impact on the Company's
          financial statements.



Results of Operations

     Principal transactions, net for the three and nine-month periods ended
September 30, 2002 decreased to $94,077 and $(162,619), respectively, from the
comparable periods in 2001. The decrease is primarily attributable to a change
from principal business to commission business identified in the next paragraph
as well as a decrease in the value of warrants the Company received in
connection with its investment banking activities.

     Commissions for the three and nine-month periods ended September 30, 2002
increased 100% and 83%, respectively, to $4,341,393 and $14,311,582 from the
comparable periods in 2001. The increase is primarily attributable to a change
from the amount of principal business to commission business the Company does,
which reduced the Company's exposure to market risk. Commission business is
comprised of equity securities, unit trusts, 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. The change
is also reflective of the increase in commissions resulting from the addition of
registered representatives which arose from the acquisition of certain assets of
M.S. Farrell & Co. during August 2001.

     Merchant banking for the three-month period ended September 30, 2002 was
$(37,996) as a result of the write-down of one of the Company's investments.

     Investment banking for the three and nine-month periods ended September 30,
2002 was $68,676 and $974,989 as a result of fees the Company generated from
acting as the underwriter for an initial public offering and as a placement
agent related to a debt conversion and two private placements.

     Other income for the three and nine-month periods ended September 30, 2002
increased 92.3% and 96.9%, respectively, to $536,230 and $1,796,740 from the
comparable periods in 2001. The increase is primarily attributable to the
increases in transactional and account balance rebates the Company is entitled
to from its clearing broker, consulting income related to its investment banking
area, and earnout payment income the Company is entitled to as a result of the
sale of the Company's majority interest in GMST World Markets, Inc. during
December 2001.

     Increase in value attributable to subsidiaries for the three and nine-month
periods ended September 30, 2002 was $0 as compared to $62,617 and $515,995 from
the comparable periods in 2001. This line item changes based on the value of the
Company's investment in its subsidiaries. During the three and nine-month
periods ended September 30, 2002 none of the Company's subsidiaries had any
changes which affected this line item.

     Employee compensation and benefits for the three and nine-month periods
ended September 30, 2002 increased 8.3% and 5.1%, respectively, to $3,833,110
and $12,923,544 from the comparable periods in 2001. Since employee compensation
related to the Company's retail brokerage traders and registered representatives
is directly related to revenue they generate, a portion of employee compensation
follows the change in the Company's revenues. The results are reflective of the
compensation costs directly related to the increase in commission structure for
its registered representatives and branch managers which was initiated during
September 2001, as well as the compensation costs directly related to the hiring
of additional personnel following the acquisition of certain assets of a retail
oriented brokerage firm during August 2001.

                                                                              12

<PAGE>


     Promotion and advertising for the three and nine-month periods ended
September 30, 2002 decreased 66.3% and 67.8%, respectively, to $87,007 and
$289,591 from the comparable periods in 2001 primarily as a result of the
Company's decrease in advertising expenditures related to Kirlin Securities'
radio campaign and due to the expiration of VentureHighway's advertising
commitment during December 2001. To a lesser extent this line item decreased due
to the promotional expenses related to GMST, which was sold during December
2001. The Company expects to increase its expenditures for promotion and
advertising in future periods.

     Clearance and execution charges for the three and nine-month periods ended
September 30, 2002 decreased 50.7% and 58.9%, respectively, to $164,173 and
$465,595 from the comparable periods in 2001 primarily as a result of the change
in clearing brokers during October 2001 which resulted in reduced fees.

     Occupancy and communications costs for the three and nine-month periods
ended September 30, 2002 decreased 16.6% and 17.5%, respectively, to $998,841
and $3,092,033 from the comparable periods in 2001. This decrease is primarily a
result of the elimination of these costs directly related to VentureHighway
which is in the process of being dissolved and the sale of the Company's
majority interest in GMST during December 2001 offset by the increase in
occupancy and communications costs as a result of the prior year acquisition of
certain assets and the assumption of liabilities under real estate and equipment
leases of M.S. Farrell & Co.

     Impairment of intangible assets and goodwill for the three and nine-month
periods ended September 30, 2002 amounted to $1,774,995 and is a result of the
write-off of intangible assets and goodwill amounts related to the acquisitions
of Princeton Securities Corporation and M.S. Farrell & Co. This write-off
decision was made based on an analysis that identified a market decline not
experienced in quite some time, changing conditions surrounding the
broker-dealer industry, and comparison of post and pre acquisition factors which
identified a decline in production results and registered representatives
associated with the acquisitions.

     Professional fees for the three and nine-month periods ended September 30,
2002 increased 9.7% and decreased 14.3%, respectively, to $348,795 and $835,294
from the comparable periods in 2001. The increase during the three-month period
ended September 30, 2002 is reflective of a lawsuit initiated by the Company
against former representatives as well as legal consultation related to customer
arbitrations against the Company and regulatory matters related to potential
violations of NASD Conduct Rules and/or Federal securities laws, which is being
handled by outside counsel. The decrease during the nine-month period ended
September 30, 2002 is reflective of non-recurring legal fees in the prior
period, as well as the shift toward more legal work being performed internally
by the Company.

     Interest expense for the three and nine-month periods ended September 30,
2002 decreased 32.6% and 81.7%, respectively, to $14,724 and $11,931 from the
comparable periods in 2001. Interest expense decreased primarily due to the
reversal of accrued interest related to Kirlin Securities' deferred commission
plan due to the termination of employment of certain registered representatives.
To a lesser extent interest expense decreased as a result of a reduction of
inventory positions purchased on margin and securities sold short, which are
held at clearing brokers 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 nine-month periods ended September 30,
2002 increased 207% and 95.7%, respectively, to $1,261,253 and $2,505,402 from
the comparable periods in 2001 primarily a result of the settlement of and
accrual for customer arbitrations, as well as a result of general office
expenses related to the acquisition of certain assets of a retail oriented
brokerage firm during August 2001 which resulted in an increase in the number of
branch offices operated by the Company.

                                                                              13

<PAGE>


     Income tax benefit for the three and nine-month periods ended September 30,
2002 were $309,968 and $847,198, respectively, which is reflective of the
benefit the Company is entitled to based on its operations during the past year,
net of the valuation allowance related to 50% of the Company's tax effected net
operating loss carryforward amounts.

     Net loss of $3,280,433 and $4,278,376 for the three and nine-month periods
ended September 30, 2002 compares to net loss of $1,195,402 and $2,869,172 for
the three and nine-month periods ended September 30, 2001. This resulted
primarily from the change in revenues and expenses discussed above.


Liquidity and Capital Resources

     At September 30, 2002, approximately 51% of the Company's assets were
comprised of cash and highly liquid securities. This represents a percentage
increase from the Company's position at December 31, 2001 and is primarily a
result of the $2,500,000 subordinated loan Kirlin Securities received from its
clearing broker during March 2002

     Cash and cash equivalents amounted to $3,728,163 at September 30, 2002 as
compared to $972,086 at December 31, 2001. This increase is reflective of the
movement of cash from the Company's trading accounts, which were accounted for
in the "Due from Clearing Brokers" line item, to other financial institutions.
Additionally, this line item is reflective of the $2,500,000 subordinated loan
Kirlin Securities received from its clearing broker during March 2002.

     Due from Clearing Brokers amounted to $1,964,199 at September 30, 2002 as
compared to $3,119,154 at December 31, 2001. This 37% decrease is primarily
attributable to the movement of cash out of the Company's trading accounts as
discussed in the previous paragraph.

     Securities owned at September 30, 2002 were $1,153,480 as compared to
$2,345,632 at December 31, 2001. This 50.8% decrease is primarily attributable
to the decrease in the value of positions held in relation to its merchant
banking and investment banking activities and the decrease in state and
municipal obligations securities held in inventory with respect to the Company's
syndicate activities.

     Furniture, Fixtures and Leasehold improvements, net, at September 30, 2002,
decreased to $697,652 as compared to $1,084,821 at December 31, 2001. This 35.7%
decrease primarily results from the depreciation of fixed assets during the past
quarter.

     Deferred tax asset at September 30, 2002 amounted to $2,971,361 as compared
to $3,457,855 at December 31, 2001. The deferred tax asset is reflective of the
income tax benefit resulting from the net operating loss which arose during the
nine-month period ended September 30, 2002, net unrealized depreciation in the
value of certain security positions in the Company's merchant banking portfolio
and investment accounts, and temporary differences related to taxable loans
utilized for recruiting. During the year the Company recorded a valuation
allowance related to 50% of its tax effected net operating loss carryforward
amounts.

     Intangible assets, net at September 30, 2002 amounted to $200,000 as
compared to $775,000 at December 31, 2001, a 74.2% decrease. Goodwill, net at
September 30, 2002 amounted to $120,000 as compared to $1,395,417 at December
31, 2001, a 91.4% decrease. The decreases in these line items are reflective of
the write-off of certain intangible asset and goodwill amounts for approximately
$1.8 million as previously discussed in the results of operations.

     Other assets increased by 50.1% to $2,588,492 at September 30, 2002, from
$1,724,991 at December 31, 2001. The change in other assets is primarily
attributable to the rebate the Company is due from its clearing broker which

                                                                              14

<PAGE>

entitles it to receive a rebate of 50% of the clearing fees and other items that
Kirlin is obligated to pay to the clearing broker under the clearing agreement.
Payments required under the $2,500,000 three-year subordinated loan Kirlin
Securities received during March 2002 will basically offset this rebate. The
change is also reflective of commissions due the Company related to the sale of
unit investment trusts, Investment Banking fees and commissions related to a
private placement, and fees due the Company for facilitating the trading
strategy of customers offset by a decrease in outstanding loans. To a lesser
extent the change in other assets is reflective of the decrease in prepaid
restricted stock and the reduction of prepaid operating expenses.

     Securities sold short amounted to $291,414 at September 30, 2002 as
compared to $224,371 at December 31, 2001. Management monitors these positions
on a daily basis and covers short positions when deemed appropriate.

     Accrued compensation was $1,882,279 at September 30, 2002 as compared to
$2,113,287 at December 31, 2001, a 10.9% decrease. The revenues upon which
commission income to registered representatives is based directly affect this
line item, which was lower at the end of the current quarter as compared to
2001.

     Accounts payable and accrued expenses at September 30, 2002 were $2,494,638
as compared to $1,767,104 at December 31, 2001. This 41.2% increase is primarily
attributable to the increase in the accrual related to customer arbitrations. To
a lesser extent the change is reflective of an increase in payables related to
the Company's general business.

     Subordinated liabilities amounted to $2,500,000 at September 30, 2002. This
line item did not exist at December 31, 2001. During March 2002, Kirlin
Securities received from its clearing broker a $2,500,000 three-year
subordinated loan. Pursuant to the provisions of the loan agreement, principal
payments due under the loan are basically offset by an amount equal to 50% of
the clearing fees and other items that Kirlin is obligated to pay to the
clearing broker under the clearing agreement, over a three-year period ending on
February 28, 2005.

     Minority interest in Subsidiaries was $109,883 at September 30, 2002 which
is reflective of the investment by third parties in the voting stock of
VentureHighway.

     The Company, as guarantor of its customer accounts to its clearing brokers,
is exposed to off-balance-sheet risks in the event that its customers do not
fulfill their obligations with the clearing brokers. 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.

     In July 2002, Kirlin Securities was notified by the NASD that it had made a
preliminary determination to recommend that disciplinary action be brought
against Kirlin Securities and three of its current or former employees,
including Anthony Kirincic, President of the Company and Co-Chief Executive
Officer of Kirlin Securities, as a result of the sale of certain fixed income
securities to clients of Kirlin Securities from November 1995 to 1998. Certain
of these securities were issued in $250,000 denominations. The NASD informed
Kirlin that the potential violations of the NASD Conduct Rules and/or Federal
securities laws relate to the following (all of which activity occurred prior to
1999): (i) sales of unregistered securities stemming from the sale of these
securities in smaller denominations; (ii) placement of false and misleading
advertising as a result of non-differentiating advertisements for securities of
different issuers; (iii) charging of markups on the sale of the securities in
excess of NASD policy; (iv) failure to maintain inventory sheets as distributed
to certain employees in connection with the sale of the securities; and (v)
failure to establish and enforce supervisory procedures to assure compliance
with federal laws and NASD Rules to prevent the aforementioned potential
violations. Kirlin Securities has been offered the opportunity to file a
submission with the NASD, if the matter is not otherwise resolved, indicating
why an action should not be brought for some or all of the alleged violations.

                                                                              15
<PAGE>


The Company cannot predict the outcome of the disciplinary action at this time
if it were brought and is unable to determine whether this matter will have a
material adverse effect on the consolidated financial condition of the Company.

     As discussed in Part II, Item 1, Legal Proceedings, In October 2002 the
Company settled claims made against it by International Assets Advisory
Corporation in an NASD arbitration. The Company is being indemnified with
respect to this matter and this settlement had no effect on the Company's
financial statements.

     The Company believes its financial resources will be sufficient to fund the
Company's operations and capital requirements for the foreseeable future. The
Company, however, is exploring the possibility of an equity financing to assist
it in pursuing its plans for growth.



Consolidated Contractual Obligations and Lease Commitments

     The table below summarizes information about our consolidated contractual
obligations as of September 30, 2002 and the effects these obligations are
expected to have on our consolidated liquidity and cash flow in future years.
This table does not include any projected payment amounts related to the
Company's potential exposure to arbitrations and other legal matters.



<TABLE>
<CAPTION>
                                                                                                                   2006 and
                               Total            2002              2003             2004             2005          thereafter
                            ------------    -------------     -------------    --------------    ------------    --------------
<S>                         <C>             <C>               <C>              <C>               <C>             <C>
Equipment Lease             $    323,105    $     69,046      $    168,073     $      51,906     $    22,614     $      11,466
  obligations
Office Lease obligations       2,866,725         332,702         1,306,761           837,293         309,486            80,483
Employment contract
  obligations                  5,878,083         437,750         1,751,000           921,000         755,000         2,013,333
                            ------------    -------------     -------------    --------------    ------------    --------------

                             $ 9,067,913     $   839,498       $ 3,225,834      $  1,810,199      $ 1,087,100     $  2,105,282
                            ============    =============     =============    ==============    ============    ==============
</TABLE>





ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


     Our investing and underwriting activities often involve the purchase, sale
or short sale of securities as principal. Such activities subject our capital to
significant risks from markets that may be characterized by relative illiquidity
or may be particularly susceptible to rapid fluctuation in liquidity. Such
market conditions could limit our ability to resell securities purchased or to
purchase securities sold short. These activities subject our capital to
significant risks, including market, credit counterparty and liquidity risks.
Market risk relates to the risk of fluctuating values based on market prices
without action on our part. Our primary credit risk is settlement or
counterparty risk, which relates to whether a counterparty will fulfill its
contractual obligations, such as delivery of securities or payment of funds.
Liquidity risk relates to our inability to liquidate assets or redirect the
deployment of assets contained in illiquid investments. In addition, our market
and liquidity risks and risks associated with asset revaluation are increased
because these risks for us are concentrated.

                                                                              16

<PAGE>


ITEM 4.   CONTROLS AND PROCEDURES.

     Within the 90-day period prior to the filing of this report, an evaluation
of the effectiveness of the Company's disclosure controls and procedures was
made under the supervision and with the participation of the Company's
management, including the chief executive officer and chief financial officer.
Based on that evaluation, the CEO and CFO concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules and forms. Subsequent to the date of their evaluation, there were no
significant changes in the Company's internal controls or in other factors that
could significantly affect these controls, including any corrective actions with
regard to significant deficiencies and material weaknesses.


























                                                                              17
<PAGE>



PART II:  OTHER INFORMATION

ITEM 1:   LEGAL PROCEEDINGS

     On January 4, 2001, International Assets Advisory Corporation ("IAAC"),
initiated an arbitration proceeding before the NASD against Kirlin Securities,
GMST World Markets, Princeton Securities, Gerard A. Mastrianni, Stephen Joseph
Taormina, (two officers of GMST World Markets), David O. Lindner, and Anthony J.
Kirincic (two officers of Kirlin Securities and of the Company) (collectively
the "Respondents"). IAAC alleged that Kirlin Securities and Princeton Securities
participated in a conspiracy, along with the other Respondents, to raid IAAC
employees, engage in unfair competition, misappropriate IAAC's trade secrets,
induce IAAC employees to breach a fiduciary duty purportedly owed to IAAC,
interfere with IAAC business relationships and convert assets of IAAC. IAAC
sought an unspecified amount of damages. Kirlin Securities and Princeton
Securities have filed an answer with the NASD vigorously denying the allegations
contained in IAAC's statement of claim. On December 10, 2001, Kirlin and
Princeton (together with respondents Lindner and Kirincic) filed a motion to
dismiss IAAC's Statement of Claim. This motion was denied in March 2002.

     During October 2002 the Company settled this matter with IAAC and agreed to
pay and did pay IAAC $200,000. The Company was being indemnified with respect to
this matter by GMST and its principal stockholders. This settlement had no
effect on the Company's financial statements.


ITEM 2:   SALES OF UNREGISTERED SECURITIES


<TABLE>
<CAPTION>
                                                   Consideration Received
                                                   and Description of
                                                   Underwriting or Other                           If Option, Warrant
                                                   Discounts to Market                             or Convertible
                  Title of         Number Sold     Price Afforded           Exemption from         Security, Terms of
Date of Sale      Security         or forfeited    to Purchasers            Registration Claimed   Exercise or Conversions
------------      ---------        ------------    --------------------     --------------------   -----------------------
<S>               <C>              <C>             <C>                      <C>                    <C>
  7/1/02          Options to           73,650      Options granted under             4(2)          Fully exercisable
                  purchase                         1994 Stock Plan - no                            upon grant for a
                  Common Stock                     cash consideration                              period of 10 years
                                                   received by the Company.                        from date of grant,
                                                                                                   at an exercise price
                                                                                                   of $0.82650 per
                                                                                                   share.


  7/1/02          Options to           41,173      Options granted under             4(2)          Fully exercisable
                  purchase                         1994 Stock Plan - no                            commencing 7/1/05
                  Common Stock                     cash consideration                              until 10 years from
                                                   received by the Company.                        date of grant, at an
                                                                                                   exercise price of
                                                                                                   $1.04 per share.

</TABLE>


ITEM 5:   OTHER INFORMATION

     On July 30, 2002, the Company was advised by Nasdaq that the closing bid
price for the Company's Common Stock was less than $1.00 for 30 consecutive
business days and the Common Stock was subject to delisting from the Nasdaq
National Market if the closing bid price did not reach $1.00 for ten consecutive
business days by October, 28, 2002. The Company intends to take one or more
actions to maintain listing on Nasdaq, including exercising its ability to phase
down to the Nasdaq SmallCap Market, which provides the Company with lengthier
core periods in which to regain compliance with the $1.00 minimum bid price
requirement. (The SmallCap Market would extend the Company's time to regain the
$1.00 minimum bid price requirement until January 27, 2003 and the Company could
also seek an additional 180 day grace period on the SmallCap Market.) If the
Company were to phase down to the SmallCap Market, the Company could regain

                                                                              18
<PAGE>

listing on the National Market provided it meets certain conditions by July 25,
2003.

     On August 8, 2002, the Company was reminded by Nasdaq that, effective
November 1, 2002, one of the minimum standards to maintain listing on the Nasdaq
National Market will be changed from a $4 million minimum net tangible assets
standard to a $10 million minimum stockholders' equity standard. As indicated in
this report, at June 30, the Company met the existing standard, but would not
have met the new standard. Unless the Company has a minimum stockholders' equity
of at least $10 million after November 1, 2002, the Company will need to phase
down to the Nasdaq SmallCap market, which has a lower $2.5 million stockholders'
equity standard.

     In response to the above items the Company has applied to transfer its
common stock to the Nasdaq SmallCap Market and anticipates the application will
be approved and the transfer will occur in the near future. To assist the
Company in achieving compliance with the minimum bid price requirement, the
Company's Board of Directors has scheduled a stockholder's meeting at which the
stockholders will be asked to authorize a reverse stock split of the Company's
Common Stock of between one-for-two up to one-for-eight, at any time within 180
days after the meeting, with the timing and the exact ratio to be determined in
the discretion of the Board of Directors. Although the Company's Board of
Directors has not made a determination to implement the reverse stock split at
this time, the Board took action to schedule the meeting so that the reverse
stock split could be implemented in the future if it is deemed appropriate. The
Company's Board of Directors also authorized an increase in the Company's
previously authorized stock repurchase program from $1 million to $1.5 million.

ITEM 6:   EXHIBITS AND REPORTS ON FORM 8-K

     (a) None


     (b) Reports on Form 8-K

         None










                                                                              19
<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:   November 14, 2002        By:   /s/ Anthony J. Kirincic
                                     ----------------------------------------
                                            Anthony J. Kirincic
                                            President



Dated:   November 14, 2002        By:   /s/ Barry E. Shapiro
                                     ----------------------------------------
                                            Barry E. Shapiro
                                            Chief Financial Officer
                                            (and principal accounting officer)


                                                                              20
<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Kirlin Holding Corp. (the "Company")
on Form 10-Q for the period ended June 30, 2002 as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), each of the undersigned,
in the capacities and on the dates indicated below, hereby certifies pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of his knowledge:

1.     The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

2.     The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operation of the Company.


Dated:   November 14, 2002                           /s/ David O. Lindner
                                                     ---------------------------
                                                         David O. Lindner
                                                         Chief Executive Officer


Dated:   November 14, 2002                           /s/ Barry E. Shapiro
                                                     ---------------------------
                                                         Barry E. Shapiro
                                                         Chief Financial Officer








                                                                              21
<PAGE>


                      SECTION 302 CERTIFICATION PURSUANT TO
                          RULE 13a-14 AND 15d-14 UNDER
                     THE SECURITIES ACT OF 1934, AS AMENDED


I, David O. Lindner, certify that:

1.   I have reviewed this Quarterly report on Form 10-Q of Kirlin Holding Corp.;

2.   based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   the registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days of the filing date of this
          quarterly report (the "Evaluation Date"); and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and to the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   the registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Dated:   November 14, 2002                           /s/ David O. Lindner
                                                     ---------------------------
                                                         David O. Lindner
                                                         Chief Executive Officer

                                                                              22
<PAGE>


                      SECTION 302 CERTIFICATION PURSUANT TO
                          RULE 13a-14 AND 15d-14 UNDER
                     THE SECURITIES ACT OF 1934, AS AMENDED

I, Barry E. Shapiro, certify that:

1.   I have reviewed this Quarterly report on Form 10-Q of Kirlin Holding Corp.;

2.   based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   the registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days of the filing date of this
          quarterly report (the "Evaluation Date"); and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and to the audit
     committee of the registrant's board of directors (or persons performing the
     equivalent functions):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   the registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



Dated:   November 14, 2002                           /s/ Barry E. Shapiro
                                                     ---------------------------
                                                         Barry E. Shapiro
                                                         Chief Financial Officer

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