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, 2000
                               -------------


_____    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 10, 2000, Issuer had
outstanding 12,772,851 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

                                                          June 30,  December 31,
                                                            2000       1999
                                                         ---------- -----------
                                                         (Unaudited)
                                     ASSETS:

Cash and cash equivalents                                $ 3,970,184 $ 8,445,532
Due from Clearing Broker                                   5,066,688   5,716,261
Securities Owned, at market value:
   U.S. government and agency obligations                    470,645     446,509
   State and municipal obligations                           442,894     589,388
   Corporate bonds and other securities                    7,123,256  10,859,089
Furniture, Fixtures and Leasehold Improvements,
   at cost, net of accumulated depreciation of
   $1,718,941 and $1,246,173 for June 30, 2000
   and December 31, 1999, respectively                     2,164,944   1,275,727
Other Assets                                               4,927,452   3,740,513
Goodwill, net of accumulated amortization of
   $102,171 for June 30, 2000                              4,626,885        -
                                                         ----------- -----------

               Total assets                              $28,792,948 $31,073,019
                                                         =========== ===========

                     LIABILITIES and STOCKHOLDERS' EQUITY:

Liabilities:
   Securities sold,  not yet purchased, at
     market value                                        $   827,517 $   818,574
   Accrued compensation                                    3,017,682   4,232,264
   Accounts payable, accrued expenses and
     other current liabilities                             3,725,142   1,054,095
   Income taxes payable (including deferred
     taxes payable of $1,549,000
     and $3,482,940, respectively)                         1,860,818   4,549,825
                                                         ----------- -----------

               Total liabilities                           9,431,159  10,654,758
                                                         ----------- -----------

Minority Interest in Subsidiary                            2,255,167   2,676,080
                                                         ----------- -----------

Stockholders' Equity (Note 2):
   Common stock, $.0001 par value; authorized
      15,000,000 shares, issued and outstanding
      12,772,851 and 12,495,256 shares, respectively           1,278       1,250
   Additional paid-in capital                              9,494,560   8,327,793
   Retained earnings                                       7,610,784   9,413,138
                                                         ----------- -----------

               Total stockholders' equity                 17,106,622  17,742,181
                                                         ----------- -----------
               Total liabilities and stockholders'
                 equity                                  $28,792,948 $31,073,019
                                                         =========== ===========


The accompanying notes are an integral part of these consolidated financial
statements.
                                                                               2
<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                  Three-Months Ended                  Six-Months Ended
                                                                       June 30,                           June 30,
                                                           ----------------------------------  --------------------------------
                                                                2000               1999             2000            1999
                                                           ----------------  ----------------  --------------- ----------------
                                                                      (Unaudited)                       (Unaudited)
<S>                                                        <C>               <C>              <C>              <C>
Revenues:
   Principal transactions, net                             $     2,517,055   $     6,124,358  $    10,410,429  $    10,410,629
   Commissions                                                   4,513,229         3,120,341        9,724,602        5,674,556
   Merchant Banking                                            (1,392,183)         1,429,379      (1,127,707)        1,257,211
   Investment Banking                                              325,000           509,808          325,000          935,058
   Other income                                                    484,171           265,772        1,046,841          401,147
   Increase in value attributable to subsidiary                    276,747                            583,746
                                                           ----------------  ---------------- ---------------- ----------------

                                                                 6,724,019        11,449,658       20,962,911       18,678,601
                                                           ----------------  ---------------- ---------------- ----------------
Expenses:
   Employee compensation and benefits                            7,230,879         5,879,831       17,074,645        9,871,672
   Promotion and advertising                                       864,397           198,952        1,491,310          471,974
   Clearance and execution charges                                 512,295           274,152        1,068,349          596,431
   Occupancy and communications                                  1,267,443           791,483        2,345,087        1,459,901
   Professional fees                                               398,169           249,907        1,033,280          476,847
   Interest                                                        164,378            27,827          197,539           80,929
   Other                                                           647,101           212,838        1,051,265          444,558
                                                           ----------------  ---------------- ---------------- ----------------

                                                                11,084,662         7,634,990       24,261,475       13,402,312
                                                           ----------------  ---------------- ---------------- ----------------

   (Loss) income before benefit (provision) for income
       taxes                                                   (4,360,643)         3,814,668      (3,298,564)        5,276,289

(Loss) income tax benefit (provision) (Note 3)                   1,084,849       (1,656,877)          742,645      (2,123,059)
                                                           ----------------  ---------------- ---------------- ----------------

   (Loss) income before minority interest in loss of
       subsidiary                                              (3,275,794)         2,157,791      (2,555,919)        3,153,230

Minority interest in loss of subsidiary                            504,870              -             753,565             -
                                                           ----------------  ---------------- ---------------- ----------------

   Net (loss) income                                       $   (2,770,924)   $     2,157,791  $   (1,802,354)  $     3,153,230
                                                           ================  ================ ================ ================

Basic earnings per common share (Note 4)                   $        (0.22)   $          0.18   $       (0.14)  $          0.26
                                                           ================  ================ ================ ================

Diluted earnings per common share (Note 4)                 $        (0.22)   $          0.18   $       (0.14)  $          0.25
                                                           ================  ================ ================ ================
</TABLE>

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


                                                                               3
<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statement of Changes in Stockholders' Equity

For the six months ended June 30, 2000
(Unaudited)

<TABLE>
<CAPTION>
                                      Common Stock         Additional
                                -----------------------     Paid-in     Retained
                                   Shares     Par Value     Capital     Earnings      Total
                                -----------  ----------   ----------  -----------  -------------
<S>       <C>                   <C>          <C>        <C>           <C>           <C>
Stockholders' equity,
  January 1, 2000               12,495,256   $  1,250   $  8,327,793  $ 9,413,138   $ 17,742,181

Stock issuance                     334,095         34      1,021,193                   1,021,227

Stock forfeiture                  (56,500)        (6)      (173,026)                   (173,032)

Subsidiary value enhancement                                 318,600                     318,600

Net loss                                                               (1,802,354)   (1,802,354)
                                ----------  ---------- ------------- -------------  ------------
Stockholders' equity,
  June 30, 2000                 12,772,851   $  1,278   $  9,494,560 $   7,610,784  $ 17,106,622
                                ==========  =========  ============= =============  ============
</TABLE>

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

                                                                               4


<PAGE>


Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                             Six Months Ended
                                                                                  June 30,
                                                                       ---------------------------------
                                                                           2000               1999
                                                                       --------------  -----------------
                                                                                 (Unaudited)
<S>                                                                    <C>                <C>
Cash flows from operating activities:
   Net (loss) income                                                   $ (1,802,354)      $   3,153,230
                                                                       --------------  -----------------
   Adjustments to reconcile net (loss) income to net
      cash (used in) provided by operating activities:
         Depreciation and amortization                                       550,394             51,857
         Deferred income taxes                                           (1,929,752)          1,739,192
         Investment by minority shareholders                                 332,652               -
         Minority interest in loss of subsidiary                           (753,565)               -
         Net compensation forfeited                                         (54,968)            440,813
         Provision for losses on accounts receivable                          50,640               -
         Decrease (increase) in securities owned, at market value          3,858,191        (1,804,903)
         Decrease (increase) in receivable from clearing broker            2,169,006        (2,748,543)
         Increase (decrease) in other assets                               (991,108)            264,510
         Increase in securities sold, not yet
           purchased, at market value                                          8,943            886,783
         (Decrease) in payable to clearing broker                                           (3,467,579)
         (Decrease) Increase in accrued compensation                     (1,329,288)          1,789,906
         (Decrease) increase in accounts payable, accrued expenses
           and other current liabilities                                 (2,307,207)             52,526
         (Decrease) increase in income taxes payable                       (772,757)            108,821
                                                                      --------------  -----------------

               Total adjustments                                         (1,168,819)        (2,688,617)
                                                                      --------------  -----------------

               Net cash (used in) provided by operating activities       (2,971,173)            466,613
                                                                      --------------  -----------------
Cash flows from investing activities:
   Purchase of furniture, fixtures and leasehold improvements            (1,063,213)          (256,797)
   Acquisition of other businesses, net of cash                            (816,437)              -
                                                                      --------------  -----------------

               Net cash used in investing activities                     (1,879,650)          (256,797)
                                                                      --------------  -----------------
Cash flows from financing activities:
   Issuance of common stock                                                   56,875            750,000
   Issuance of subsidiary common stock                                       318,600               -
                                                                      --------------   ----------------

               Net cash provided by financing activities                     375,475            750,000
                                                                      --------------   ----------------

Net (decrease) increase in cash and cash equivalents                     (4,475,348)            959,816

Cash and cash equivalents, beginning of period                             8,445,532             85,092
                                                                      --------------   ----------------

               Cash and cash equivalents, end of period               $    3,970,184      $   1,044,908
                                                                      ==============  =================

Supplemental information:
   Interest paid                                                      $       34,655      $      80,929
   Income taxes paid                                                  $    1,965,968      $      60,298
</TABLE>

The accompanying notes are an integral part of these consolidated financials
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"), First Long
         Island Securities, Inc. ("First Long Island"), its majority-owned
         (63.7%) subsidiary, VentureHighway.com Inc. ("VentureHighway"), and its
         minority-owned (33.1%) subsidiary, ParentNet, Inc. ("ParentNet")
         (collectively the "Company"). VentureHighway's consolidated financial
         statements include the accounts of Princeton Investment Holding Corp.
         ("Princeton") and Princeton Securities Corporation. 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. VentureHighway was incorporated March 1, 1999 and commenced
         operations on June 1, 1999. VentureHighway operates a branded web site
         designed to match companies seeking funding with qualified investors.
         Greenleaf was formed in January 1999 to serve as the manager of a
         private investment fund which was capitalized in June 1999 to invest in
         one or more selected companies. On March 17, 2000, the Company acquired
         all of the outstanding stock of First Long Island, which continues its
         operations as a retail-oriented brokerage firm. On April 3, 2000,
         VentureHighway acquired all of the outstanding stock of Princeton,
         which continues its operations as a retail-oriented brokerage firm.
         These acquisitions were accounted for under the purchase method of
         accounting.

         On April 14, 2000, the Company acquired approximately 33% of the
         outstanding capital stock of ParentNet, Inc. from its founders. This
         acquisition resulted in the Company taking an active role in the
         management of ParentNet. Additionally, two of the Company's officers
         became the sole directors of ParentNet. During May 24, 2000, the
         Company issued 233,459 shares of common stock at a price of $3.625 in
         exchange to holders of ParentNet units, which consisted of a 12%
         secured promissory note in the amount of $50,000 and a warrant to
         purchase 25,000 shares of common stock of ParentNet. Finally, effective
         July 5, 2000 the Company converted the ParentNet units it received in
         the exchange offer, together with other loans it had made directly to
         ParentNet, for capital stock of ParentNet. Following these conversions,
         the Company owned approximately 81% of the outstanding capital stock of
         ParentNet. Since the Company exhibits control over ParentNet, it was
         required under Generally Accepted Accounting Principles to consolidate
         its financial statements with those of ParentNet. ParentNet's net loss
         for the six-month period ended June 30, 2000 amounts to $1,670,196 and
         the net loss for the period April 14, 2000 (the Company's acquisition
         date) to June 30, 2000 amounts to $610,266, which is reflected in the
         consolidated financial statements at June 30, 2000.

         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


                                                                               6

<PAGE>

         in order to make the financial statements not misleading have been
         included. The operations for the three and six-month period ended June
         30, 2000 are not necessarily indicative of the results that may be
         expected for the full year ending December 31, 2000. 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, 1999.



2.       Stockholders' Equity

         On June 29, 1999, the Company's Board of Directors declared a 2-for-1
         stock split accomplished by declaration of a 100% stock dividend
         payable on July 30, 1999, to all stockholders of record on July 14,
         1999. The share amounts contained in this report have been adjusted to
         reflect the stock split.

         On February 2, 2000, the Company's Board of Directors declared a
         2-for-1 stock split accomplished by declaration of a 100% stock
         dividend payable on March 1, 2000, to all stockholders of record on
         February 15, 2000. The share amounts contained in this report have been
         adjusted to reflect the stock split.

         On May 24, 2000, the Company issued 233,459 shares of common stock at a
         price of $3.625 in exchange to holders of ParentNet units, which
         consisted of a 12% secured promissory note in the amount of $50,000 and
         a warrant to purchase 25,000 shares of common stock of ParentNet.

         On June 30, 2000, the Company adjusted additional paid-in capital in
         the amount of $318,600 in order to reflect the sale of common stock of
         ParentNet. The Company's investment in ParentNet resulted in accounting
         for 100% of ParentNet's stockholder deficit, which entitled it to an
         equity adjustment upon the issuance of additional common stock of
         ParentNet.



3.       Income Taxes

         The Company files consolidated federal income tax returns and separate
         Company state income tax returns. VentureHighway, Princeton, and
         ParentNet will file federal income tax returns on a stand-alone basis.


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:


                                                                               7
<PAGE>


                                          Income           Shares     Per-Share
                                        (Numerator)    (Denominator)    Amount
                                        ------------    -----------   ----------

Three months ended June 30, 2000:

    Basic EPS:

      Loss available to common
       stockholders                    $ (2,770,924)    12,654,353   $   (0.22)

      Effect of Dilutive Securities -
       options
                                        ------------    -----------   ----------

    Diluted EPS:

      Loss available to common
       stockholders and assumed
       exercise                        $ (2,770,924)   12,654,353    $   (0.22)
                                       ============    ===========   ==========


Three months ended June 30, 1999:

    Basic EPS:

      Income available to common
       stockholders                    $  2,157,791    11,714,528    $     0.18

      Effect of Dilutive Securities -
       options                                            280,892
                                        ------------   -----------   ----------

    Diluted EPS:

      Income available to common
       stockholders and assumed
       exercise                        $  2,157,791    11,995,420     $    0.18
                                       ============    ===========    =========



                                                                               8
<PAGE>


                                          Income           Shares     Per-Share
                                        (Numerator)    (Denominator)    Amount
                                        ------------    -----------   ----------
Six months ended June 30, 2000:

    Basic EPS:

      Loss available to common
       stockholders                    $ (1,802,354)   12,597,553     $  (0.14)

      Effect of Dilutive Securities -
       options
                                        ------------   -----------   ----------

    Diluted EPS:

      Loss available to common
       stockholders and assumed
       exercise                        $ (1,802,354)   12,597,553     $  (0.14)
                                       ============    ===========    =========


Six months ended June 30, 1999:

    Basic EPS:

      Income available to common
       stockholders                    $  3,153,230    12,220,816     $    0.26

      Effect of Dilutive Securities -
       options                                            224,540
                                        -----------   -----------    ----------


    Diluted EPS:

      Income available to common
       stockholders and assumed
       exercise                        $ 3,153,230      12,445,356     $   0.25
                                       ============    ===========     =========

                                                                               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-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. These risks are included in "Item 1: Business," "Item 6: Management's
Discussion and Analysis of Financial Condition and Results of Operations" and in
"Exhibit 99: Risk Factors" included in Form 10-KSB for the year ended December
31, 1999. 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.


ParentNet, Inc.

         On April 14, 2000, the Company acquired approximately 33% of the
outstanding capital stock of ParentNet, Inc. from its founders. This acquisition
resulted in the Company taking an active role in the management of ParentNet.
Additionally, two of the Company's officers became the sole directors of
ParentNet. During May 24, 2000, the Company issued 233,459 shares of common
stock at a price of $3.625 in exchange to holders of ParentNet units, which
consisted of a 12% secured promissory note in the amount of $50,000 and a
warrant to purchase 25,000 shares of common stock of ParentNet. Finally,
effective July 5, 2000 the Company converted the ParentNet units it received in
the exchange offer, together with other loans it had made directly to ParentNet,
for capital stock of ParentNet. Following these conversions, the Company owned
approximately 81% of the outstanding capital stock of ParentNet. Since the
Company exhibits control over ParentNet, it was required under Generally
Accepted Accounting Principles to consolidate its financial statements with
those of ParentNet. ParentNet's net loss for the six-month period ended June 30,
2000 amounts to $1,670,196 and the net loss for the period April 14, 2000 (the
Company's acquisition date) to June 30, 2000 amounts to $610,266, which is
reflected in the consolidated financial statements at June 30, 2000.


Results of Operations

         Principal transactions, net for the three and six-month periods ended
June 30, 2000 decreased 58.9% and 0.0%, respectively, to $2,517,055 and
$10,410,429 from the comparable periods in 1999. The decrease is primarily
attributable to a decrease in the value of warrants and/or unit purchase options
the Company received in prior periods in connection with underwriting public
offerings or acting as placement agent in private offerings in connection with
its investment banking activities. To a lesser extent revenue related to fixed
income securities decreased due to an increase in commission business identified
in the next paragraph.

                                                                              10
<PAGE>

         Commissions for the three and six-month periods ended June 30, 2000
increased 44.6% and 71.4%, respectively, to $4,513,229 and $9,724,602 from the
comparable periods in 1999. The increase is primarily attributable to the
Company's increased business in 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. This increase is a direct result of an active market in equity
securities. Additionally, this line item contains subscription revenue related
to ParentNet.

         Merchant banking for the three and six-month periods ended June 30,
2000 decreased 197.4% and 189.7%, respectively, to $(1,329,183) and $(1,127,707)
from the comparable periods in 1999 primarily as a result of depreciation in the
value of investments owned by the Company.

         Investment banking for the three and six-month periods ended June 30,
2000 decreased 36.3% and 65.2%, respectively, to $325,000 from the comparable
periods in 1999. The decrease is primarily attributable to fewer investment
banking fees collected by the Company during the current year. Such fees are
generated from acting as placement agent related to bridge loan financings and
private placements.

         Other income for the three and six-month periods ended June 30, 2000
increased 82.2% and 161.0%, respectively, to $484,171 and $1,046,841 from the
comparable periods in 1999. The increase is primarily attributable to the
increases in transactional and account balance rebates the Company is entitled
to from the clearing broker, as well as other broker dealers it conducts
business. Other income also increased due to interest income from funds held in
money market funds.

         Increase in value attributable to subsidiary for the three and
six-month periods ended June 30, 2000 amounted to $276,747 and $583,746,
respectively. This line item did not exist during the three and six-month
periods ended June 30, 1999. The increase is primarily attributable to the
increase in the value of the Company's investment in its subsidiary,
VentureHighway, arising from the change in the Stock subscription receivable
VentureHighway has related to an advertising barter transaction it has with a
minority shareholder.

         Employee compensation and benefits for the three and six-month periods
ended June 30, 2000 increased 23.0% and 73.0%, respectively, to $7,230,879 and
$17,074,645 from the comparable periods in 1999. 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. In addition, during the past year
the Company has increased its roster of employees and has increased certain
benefits to its employees. Additionally, the past quarter's results are
reflective for the first time of the increase in compensation costs directly
related to the ParentNet acquisition.

         Promotion and advertising for the three and six-month periods ended
June 30, 2000 increased 334.5% and 216.0%, respectively, to $864,397 and
$1,491,310 from the comparable periods in 1999 primarily as a result of the
Company's planned increase in advertising expenditures related to
VentureHighway. During 1999, VentureHighway sold a portion of its outstanding
capital stock to a company which agreed to provide advertising and promotion
over a 30-month period, which did not begin until the third quarter of 1999. For
the three and six-month periods ended June 30, 2000, the Company spent
approximately $500,000 and $900,000, respectively, of this advertising and
promotion.

         Clearance and execution charges for the three and six-month periods
ended June 30, 2000 increased 86.9% and 79.1%, respectively, to $512,295 and
$1,068,349 from the comparable periods in 1999 as a result of higher ticket
volume.

         Occupancy and communications costs for the three and six-month periods
ended June 30, 2000 increased 60.1% and 60.6%, respectively, to $1,267,443 and
$2,345,087 from the comparable periods in 1999. This increase is a result of the
establishment and operations of additional retail brokerage branch offices, the
establishment of two new companies, the acquisition of two retail brokerage
companies, the consolidation of its investment in ParentNet into the Company's
financial statements, and the increase in the number of employees.

         Professional fees for the three and six-month periods ended June 30,
2000 increased 59.3% and 116.7%, respectively, to $398,169 and $1,033,280 from
the comparable periods in 1999 primarily as a result of computer consultation



                                                                              11
<PAGE>

related to the Company's websites and networks, professional recruitment fees
related to the search of a new Chief Executive Officer for VentureHighway, and
legal consultation related to new business ventures and general business
consultation.

         Interest expense for the three and six-month periods ended June 30,
2000 increased 490.7% and 144.1%, respectively, to $164,378 and $197,539 from
the comparable periods in 1999. Interest expense increased substantially due to
accrued interest related to secured promissory notes related to ParentNet, which
arose for the first time for the Company during the past quarter. For the retail
brokerage entities, interest expense decreased as a result of a reduction of
inventory positions purchased on margin and securities sold short, which are
held at the clearing broker and charged interest. The Company seeks to minimize
its cash balances and withdraws cash for operations from its trading accounts as
needed. To the extent necessary, inventory positions are utilized as collateral
for such withdrawals.

         Other expenses for the three and six-month periods ended June 30, 2000
increased 204.0% and 136.5%, respectively, to $647,101 and $1,051,265 from the
comparable periods in 1999 as a result of expenses related to syndicate
liabilities, continuous improvement and maintenance of the Company's websites,
and regulatory fees and general office expenses related to the increase in the
number of employees. General office expenses also increased due to the
organization of a new subsidiary, and the acquisition of two companies as well
as the consolidation of ParentNet into the companies financial statements.

         Income tax benefit for the three and six-month periods ended June 30,
2000 were $1,084,849 and $742,645, respectively, which follows the decrease in
income before this income tax benefit.

         Net loss of $2,770,924 and $1,802,354, respectively, for the three and
six-month periods ended June 30, 2000 compares to net income of $2,157,791 and
$3,153,230 for the three and six-month periods ended June 30, 1999. This
resulted primarily from the decrease in revenues offset by increases in expenses
as discussed above.


Liquidity and Capital Resources

         Due from Clearing Broker amounted to $5,066,688 at June 30, 2000 as
compared to $5,716,261 at December 31, 1999. This shift results primarily from
reduced inventory purchased on margin and decreased receivables related to
agency commission business at June 30, 2000.

         Securities owned, at market value, at June 30, 2000 were $8,036,795 as
compared to $11,894,986 at December 31, 1999. This 32.4% decrease is primarily
attributable to a decrease in securities held in inventory for resale to its
customers. Approximately 38% of the Company's assets at June 30, 2000 were
comprised of cash and highly liquid securities.

         Furniture, Fixtures and Leasehold Improvements, net, at June 30, 2000,
increased to $2,164,944 as compared to $1,275,727 at December 31, 1999. This
69.7% increase results from the renovation of the Company's offices, and the
purchase of additional computer hardware and furniture to support the increase
in the number of employees as well as fixed assets related to the acquisition of
two companies and the consolidation of the ParentNet investment into the
Company's financial statements.

         Other assets increased to $4,927,452 at June 30, 2000, from $3,740,513
at December 31, 1999, a 31.7% increase. This increase is primarily attributable
to loans provided to registered representatives as part of the acquisition of
new companies as well as subscriptions, net of allowance for doubtful accounts,
and inventory related to the ParentNet investment.

         Goodwill, net at June 30, 2000 amounted to $4,626,885. This line item
did not exist in 2000. During March 2000 and April 2000, respectively, the
Company acquired all of the outstanding capital stock of First Long Island
Securities, Inc. and Princeton Investments Holding Corp., both of which are


                                                                              12

<PAGE>

retail-oriented brokerage firms. The increase is attributable to the excess of
the acquisition cost over the fair value of the net assets of these acquired
companies. Additionally, during April 2000 the Company acquired approximately
33% of ParentNet, Inc. in which it is required to consolidate this investment
into the Company's financial statements, and created approximately $3,700,000 of
goodwill at June 30, 2000.

         Securities sold short amounted to $827,517 at June 30, 2000 as compared
to $818,574 at December 31, 1999. Management monitors these positions on a daily
basis and covers short positions when deemed appropriate.

         Accrued compensation was $3,017,682 at June 30, 2000 as compared to
$4,232,264 at December 31, 1999, a 28.7% decrease attributable to decreased
revenues upon which commission income to registered representatives is based.

         Accounts payable and accrued expenses were $3,725,142 at June 30, 2000
as compared to $1,054,095 at December 31, 1999, a 253.4% increase primarily
attributable to secured promissory notes and accrued interest payable that
ParentNet has with outside parties.

         Income taxes payable (including deferred taxes payable) was $1,860,818
at June 30, 2000 as compared to $4,549,825 at December 31, 1999. This decrease
is reflective of the adjustment for the current period's loss. Additionally,
deferred income taxes payable decreased resulting from a decrease in the value
of certain securities positions in the Company's merchant banking portfolio and
investment account offset by the increase in value attributable to its
subsidiary, VentureHighway.

         Minority interest in Subsidiary was $ 2,255,167 at June 30, 2000 as
compared to $2,676,080 at December 31, 2000, a 3.9% decrease attributable to
VentureHighway's net loss during the past quarter. Minority interest in
Subsidiary is reflective of the investment by third parties in the voting stock
of VentureHighway not held by the Company.

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

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



                                                                              13
<PAGE>



PART II: OTHER INFORMATION

ITEM 2:           SALES OF UNREGISTERED SECURITIES

<TABLE>
<CAPTION>
                                                   Consideration Received
                                                   and Description of                               If Option, Warrant
                                                   Underwriting or Other                            or Convertible
                                                   Discounts to Market                              Security, Terms of
                  Title of         Number Sold     Price Afforded to         Exemption from         Exercise or
Date of Sale      Security         or forfeited    Purchasers                Registration Claimed    Conversions
----------------- ---------------- --------------- ------------------------- --------------------- --------------------
<S>  <C>          <C>                 <C>          <C>                              <C>                 <C>
     4/3/00       Common Stock         15,000      Restricted stock                  4(2)                   N/A
                                                   awarded to an employees
                                                   under 1996 Stock Plan;
                                                   no cash consideration
                                                   paid by the Company

    5/24/00       Common Stock        233,459      Restricted stock                  4(2)                   N/A
                                                   awarded under 1996
                                                   Stock Plan in exchange
                                                   for secured promissory
                                                   notes and warrants; no
                                                   cash consideration paid
                                                   by the Company
</TABLE>




ITEM 6:           EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  27.      Financial Data Schedule (6/30/00)


         (b)      Reports on Form 8-K

                  None

                                                                              14
<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 14, 2000                 By: /s/ Anthony J. Kirincic
                                            ------------------------------
                                            Anthony J. Kirincic
                                            President and Chief Financial
                                            Officer




                                                                              15
<PAGE>


                                  EXHIBIT INDEX
                                  -------------
Exhibit
Number            Description

27.               Financial Data Schedule (6/30/00)




                                                                              16