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, 1998


__   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 5,  1998,  Issuer  had
outstanding 2,802,764 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,
                                                                                           1998               1997
                                                                                      ----------------  ------------------
                                                                                        (Unaudited)
                                     ASSETS:

<S>                                                                                   <C>               <C>              
Cash                                                                                  $       119,177   $         316,219
Securities Owned, at market value:
   U.S. government and agency obligations                                                   2,341,742           2,949,723
   State and municipal obligations                                                          2,026,108           1,618,284
   Corporate bonds and other securities                                                    10,517,532          10,063,391
Furniture, Fixtures and Leasehold Improvements, at cost, net of
   accumulated depreciation of $848,811 and $713,626 for
   June 30, 1998 and December 31, 1997, respectively                                          735,463             836,832
Other Assets                                                                                1,041,784           1,109,559
                                                                                      ----------------  ------------------

               Total assets                                                           $    16,781,806   $      16,894,008
                                                                                      ================  ==================

                      LIABILITIES and STOCKHOLDERS' EQUITY:

Liabilities:
   Securities sold,  not yet purchased, at market value                               $     1,533,916   $       1,599,279
   Payable to clearing broker                                                               2,235,828           2,828,519
   Accrued compensation                                                                       905,000           2,194,143
   Accounts payable and accrued expenses                                                      623,338             509,649
   Deferred taxes payable                                                                   1,622,892           1,197,696
                                                                                      ----------------  ------------------

               Total liabilities                                                            6,920,974           8,329,286
                                                                                      ----------------  ------------------

Commitments

Stockholders' Equity (Note 2):
   Common stock, $.0001 par value; authorized 15,000,000 shares,
      issued and outstanding 2,802,764 and 2,720,264 shares, respectively                         280                 272
   Additional paid-in capital                                                               6,354,187           5,869,508
   Retained earnings                                                                        3,506,365           2,694,942
                                                                                      ----------------  ------------------

               Total stockholders' equity                                                   9,860,832           8,564,722
                                                                                      ----------------  ------------------

               Total liabilities and stockholders'  equity                            $    16,781,806   $      16,894,008
                                                                                      ================  ==================

</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,
                                                           -------------------------------  ------------------------------
                                                                1998            1997             1998           1997
                                                           ---------------  -------------   --------------- --------------
                                                                    (Unaudited)                      (Unaudited)
<S>                                                       <C>              <C>              <C>             <C>    
Revenues:
    Principal transactions, net                            $    2,595,567   $   2,414,885  $     6,097,400  $   6,541,745
    Commissions                                                 1,427,335       1,291,198        2,903,275      2,361,871
    Other income                                                  304,857          88,837          415,594        195,908
                                                           ---------------  -------------- ---------------- --------------

                                                                4,327,759       3,794,920        9,416,269      9,099,524
                                                           ---------------  -------------- ---------------- --------------
Expenses:
    Employee compensation and benefits                          2,394,629       2,358,004        5,593,081      6,071,079
    Promotion and advertising                                     230,793          98,034          305,526        145,105
    Clearance and execution charges                               189,870         194,309          395,484        437,429
    Occupancy and communications                                  460,838         450,123          840,330        838,141
    Professional fees                                             185,702          70,933          284,074        125,157
    Interest                                                      104,669          61,599          190,069        125,245
    Other                                                         199,579         128,424          339,818        261,918
                                                           ---------------  -------------- ---------------- --------------

                                                                3,766,080       3,361,426        7,948,382      8,004,074
                                                           ---------------  -------------- ---------------- --------------

          Income before provision for income taxes                561,679         433,494        1,467,887      1,095,450

Provision for income taxes (Note 3)                               250,184         200,345          656,464        495,772
                                                           ---------------  -------------- ---------------- --------------

          Net income                                       $      311,495   $     233,149  $       811,423  $     599,678
                                                           ===============  ============== ================ ==============

Basic earnings per common share (Note 4)                   $         0.11   $        0.09   $         0.29  $        0.23
                                                           ===============  ============== ================ ==============

Diluted earnings per common share (Note 4)                 $         0.11   $        0.08   $         0.29  $        0.21
                                                           ===============  ============== ================ ==============

</TABLE>


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


                                       3

<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARY
Consolidated Statement of Changes in Stockholders' Equity

For the six months ended June 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
                                                           
                                   Common Stock             Additional
                            ----------------------------     Paid-in         Retained
                               Shares       Par Value        Capital         Earnings        Total
                            -------------  -------------   -------------   -------------  ------------
<S>                           <C>         <C>             <C>             <C>            <C>         
Stockholders' equity,
  January 1, 1998              2,720,264   $        272    $  5,869,508    $  2,694,942   $  8,564,722

Issuance of common stock          82,500              8         484,679                        484,687

Net income                                                                      811,423        811,423
                            -------------  -------------   -------------   -------------  ------------

Stockholders' equity,
  June 30, 1998                2,802,764   $        280    $  6,354,187    $  3,506,365   $  9,860,832
                            =============  =============   =============   =============  ============


</TABLE>

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

                                       4
<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARY

Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                              Six Months Ended
                                                                                                  June 30,
                                                                                    --------------------------------------
                                                                                          1998                 1997
                                                                                    ------------------   -----------------
                                                                                                 (Unaudited)
<S>                                                                                 <C>                  <C>           
Cash flows from operating activities:
   Net income                                                                       $       811,423      $      599,678
                                                                                    ------------------   -----------------
   Adjustments  to  reconcile  net  income  to net cash  (used in)  provided  by
      operating activities:
         Depreciation and amortization                                                      135,185              95,697
         Deferred income taxes                                                              425,196             (59,564)
         (Increase) decrease in securities owned, at market value                          (253,984)          3,782,054
         Decrease (increase) in other assets                                                 67,775            (139,266)
         (Decrease) increase in securities sold, not yet
             purchased, at market value                                                     (65,363)             14,768
         (Decrease) in payable to clearing broker                                          (592,691)         (3,430,419)
         (Decrease) in accrued compensation                                              (1,289,143)            (45,636)
         Increase (decrease) in accounts payable, taxes payable
           and accrued expenses                                                             113,689            (533,191)
                                                                                    ------------------   -----------------

               Total adjustments                                                         (1,459,336)           (315,557)
                                                                                    ------------------   -----------------

               Net cash (used in) provided by operating activities                         (647,913)            284,121
                                                                                    ------------------   -----------------

Cash flows from investing activities:
   Purchase of furniture, fixtures and leasehold improvements                               (33,816)           (149,632)
                                                                                    ------------------   -----------------

               Net cash used in investing activities                                        (33,816)           (149,632)
                                                                                    ------------------   -----------------

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

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

               Net increase (decrease) in cash                                             (197,042)            134,489

Cash, beginning of period                                                                   316,219              75,304
                                                                                    ------------------   -----------------

               Cash, end of period                                                  $       119,177      $      209,793
                                                                                    ==================   =================

Supplemental information:
   Interest paid                                                                    $       190,069      $      125,245
   Income taxes paid                                                                $        43,899      $    1,118,920


</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.  Primarily all activity of
         the  Company  has  been  through  Kirlin.  All  material   intercompany
         transactions and balances have been eliminated in consolidation. Kirlin
         has offices in New York, New Jersey and California.

         The accompanying  consolidated  financial statements have been prepared
         in accordance with generally accepted accounting principles for interim
         financial  information  and  with  the  instructions  to  Form  10-QSB.
         Accordingly,  they do not include all of the  information and footnotes
         as required by  generally  accepted  accounting  principles  for annual
         financial statements.  In the opinion of management of the Company, all
         adjustments (consisting only of normal recurring adjustments) necessary
         in order to make the  financial  statements  not  misleading  have been
         included. The operations for the three and six-month periods ended June
         30, 1998 are not  necessarily  indicative  of the  results  that may be
         expected  for the full year  ending  December  31,  1998.  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, 1997.


2.       Stockholders' Equity

         On January 5, 1998,  the Company's  Board of Directors  authorized  the
         issuance of 82,500  shares of common stock (valued at the closing price
         on that  date) to  officers  of the  Company in  connection  with their
         bonuses  related to the year ended  December 31, 1997.  Following  this
         action, the Company had 2,802,764 shares of Common Stock outstanding.


3.       Income Taxes

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


4.       Earnings Per Share

         Net income per common share is calculated by dividing net income by the
         weighted  average  number of shares of common  stock  outstanding.  The
         following is a reconciliation of the numerators and denominators of the
         basic and diluted earnings per share computations:
                                       6

<PAGE>
KIRLIN HOLDING CORP. and SUBSIDIARY

Notes to Consolidated Financial Statements
(Unaudited)

<TABLE>
<CAPTION>
                                                                   Income            Shares         Per-Share
                                                                 (Numerator)      (Denominator)       Amount
                                                                 ------------     --------------    -----------
<S>                           <C>                              <C>                 <C>              <C> 
                        Three months ended June 30, 1998:

                               Basic EPS:

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

                                   Effect of Dilutive
                                     Securities - options                                46,654
                                                                 -- ---------     --------------    -- --------

                               Diluted EPS:

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


                        Three months ended June 30, 1997:

                               Basic EPS:

                                   Income available to
                                     common stockholders          $  233,149          2,604,660      $    0.09

                                   Effect of Dilutive
                                     Securities - options                               224,314
                                                                 -- ---------     --------------    -- --------

                               Diluted EPS:

                                   Income available to common
                                     stockholders and assumed
                                     exercise                     $  233,149          2,828,974      $    0.08
                                                                 == =========     ==============    == ========

</TABLE>


<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY

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

                                                                   Income            Shares         Per-Share
                                                                 (Numerator)      (Denominator)       Amount
                                                                 ------------     --------------    -----------
<S>                     <C>                                    <C>                <C>              <C>        
                        Six months ended June 30, 1998:

                               Basic EPS:

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

                                   Effect of Dilutive
                                     Securities - options                                45,957
                                                                 -- ---------     --------------    -- --------

                               Diluted EPS:

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


                        Six months ended June 30, 1997:

                               Basic EPS:

                                   Income available to
                                     common stockholders          $  599,678          2,604,660      $    0.23

                                   Effect of Dilutive
                                     Securities - options                               276,636
                                                                 -- ---------     --------------    -- --------

                               Diluted EPS:

                                   Income available to common
                                     stockholders and assumed
                                     exercise                     $  599,678          2,881,296      $    0.21
                                                                 == =========     ==============    == ========

</TABLE>


         In 1997,  the  Company  adopted  SFAS No.  128,  "Earnings  per Share."
         Accordingly, the above amounts for 1997 have been restated.


                                       8
<PAGE>

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

Forward-Looking Statements

         When used in this Form 10-QSB and in future filings by the Company with
the 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, 1998
increased  14.0% and 3.5%,  respectively,  to $4,327,759 and $9,416,269 from the
comparable   periods  in  1997.  The  increase  is  primarily   attributable  to
appreciation in the value of the firm's investment account, consulting services,
and the  settlement  of a  lawsuit  brought  by the  Company  against  a  former
registered representative.

         Employee  compensation and benefits for the three and six-month periods
ended June 30, 1998  increased and  decreased  1.6% and 7.9%,  respectively,  to
$2,394,629 and $5,593,081  from the comparable  periods in 1997.  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  decrease  in  the  six-month  period  is  primarily
attributable  to the closing of a branch office during the first quarter of 1997
and a reduction of  registered  representatives  from the  comparable  period in
1997.

         Promotion and  advertising  for the three and  six-month  periods ended
June 30,  1998  increased  135.4% and  110.6%,  respectively,  to  $230,793  and
$305,526  from the  comparable  periods  in 1997  primarily  as a result  of the
Company's planned increase in advertising expenditures to attract new customers.

         Clearance  and execution  charges for the three and  six-month  periods
ended June 30, 1998  decreased  2.3% and 9.6%,  respectively,  to  $189,870  and
$395,484 from the comparable periods in 1997. While ticket volume increased, the
decrease in clearance  and  execution  charges is  reflective of a shift towards
commission products carrying lower ticket charges.

         Occupancy and communications  costs for the three and six-month periods
ended June 30, 1998 and 1997 were comparable.

         Professional  fees for the three and  six-month  periods ended June 30,
1998  increased  161.8% and 127.0% to $185,702 and $284,074 from the  comparable
periods in 1997 as a result of an increase in external consultation with outside
professionals related to litigation commenced by the Company.
                                       9
<PAGE>

         Interest  expense for the three and  six-month  periods  ended June 30,
1998 increased 69.9% and 51.8%, respectively,  to $104,669 and $190,069 from the
comparable  periods  in 1997 as a result of  inventory  positions  purchased  on
margin and  securities  sold short,  which are held at the  clearing  broker and
charged interest.  The Company seeks to minimize its cash balances and withdraws
cash  for  operations  from  its  trading  accounts  as  needed.  To the  extent
necessary, inventory positions are utilized as collateral for such withdrawals.

         Other expenses for the three and six-month  periods ended June 30, 1998
increased  55.4% and 29.7%,  respectively,  to $199,579  and  $339,818  from the
comparable  periods in 1997 as a result of the write-off of a receivable related
to computer equipment  purchased by one of the Company's  ventures,  which arose
since this venture has been discontinued.

         Income tax provision for the three and six-month periods ended June 30,
1998 were $250,184 and $656,464,  respectively,  which was  consistent  with the
increase in income before this income tax provision.

         Net income of $311,495 and  $811,423,  respectively,  for the three and
six-month  periods  ended June 30, 1998  compares to net income of $233,149  and
$599,678,  respectively, for the three and six-month periods ended June 30, 1997
primarily  as a result of  increased  revenues in 1998 which did not result in a
corresponding increase in compensation and benefits.

Liquidity and Capital Resources

         Securities owned, at market value, at June 30, 1998 were $14,885,382 as
compared to  $14,631,398  at December 31, 1997.  This 1.7% increase is primarily
attributable  to an  increase  in the value of  positions  with  respect  to the
Company's merchant banking  activities.  To a significant  extent, the Company's
inventory requirement for securities is market driven, with a more active market
and greater sales generally necessitating higher inventory levels. Approximately
60% of the Company's  assets at June 30, 1998 were  comprised of cash and highly
liquid securities.

         Furniture, fixtures and leasehold improvements,  net, at June 30, 1998,
decreased to $735,463 as compared to $836,832 at December  31, 1997.  This 12.1%
decrease results from the depreciation of the Company's furniture,  fixtures and
leasehold improvements.

         Other assets  decreased to $1,041,784 at June 30, 1998, from $1,109,559
at December 31, 1997, a 6.1% decrease.  This decrease is primarily  attributable
to the write-off of a receivable related to one of the Company's ventures and an
adjustment for income taxes related to the current period's earnings,  offset by
a loan related to the expansion of the Company's investment banking department.

         Securities  sold  short  amounted  to  $1,533,916  at June 30,  1998 as
compared to $1,599,279 at December 31, 1997. Management monitors these positions
on a daily basis and covers short positions when deemed  appropriate.  A portion
of the short position at June 30, 1998 was covered during the subsequent month.

         Payable to clearing  broker  amounted to $2,235,828 at June 30, 1998 as
compared to $2,828,519 at December 31, 1997.  This 21.0% decrease is a result of
decreased inventory purchases on margin.
<PAGE>

         Accrued  compensation  was  $905,000  at June 30,  1998 as  compared to
$2,194,143 at December 31, 1997, a 58.8% decrease attributable to the payment of
bonuses, which were accrued at December 31, 1997.

         Accounts payable and accrued expenses were $623,338 at June 30, 1998 as
compared  to  $509,649  at  December  31,  1997,  a  22.3%  increase   primarily
attributable to accrued promotion.

         Deferred  Income  Taxes  Payable  were  $1,622,892  at June 30, 1998 as
compared to $1,197,696 at December 31, 1997.  This increase is reflective of the
adjustment  for  deferred   income  taxes  payable   resulting  from  unrealized
appreciation on securities positions.

         The Company,  as  guarantor  of its  customer  accounts to its clearing
broker, is exposed to off-balance-sheet  risk 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 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 5: OTHER INFORMATION

         Notice to Stockholders Regarding 1999 Annual Meeting of Stockholders:

         Pursuant  to Rule 14a-4  promulgated  by the  Securities  and  Exchange
         Commission,  stockholders  are advised  that the  Company's  management
         shall be permitted to exercise  discretionary  voting  authority  under
         proxies it solicits and obtains for the Company's  1999 Annual  Meeting
         of Stockholders with respect to any proposal presented by a stockholder
         at  such  meeting,  without  any  discussion  of  the  proposal  in the
         Company's proxy statement for such meeting, unless the Company receives
         notice of such  proposal at its principal  office in Syosset,  New York
         not later than March 21, 1999.

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  27.1     Financial Data Schedule (6/30/98)

                  27.2     Restated 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 5, 1998               By:/s/ Anthony J. Kirincic
                                         --------------------------
                                         Anthony J. Kirincic
                                         President and Chief Financial Officer



                                       12

<PAGE>


                                  EXHIBIT INDEX

Exhibit
Number            Description

27.1              Financial Data Schedule (6/30/98)

27.2              Restated Financial Data Schedule (6/30/97)



                                       13
<PAGE>