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 March 31, 2003
                               --------------


         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 May 14, 2003, Issuer had
outstanding 2,000,603 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>


                                                                                         March 31,          December 31,
                                                                                            2003                2002
                                                                                      ----------------    -----------------
                                                                                        (Unaudited)
<S>                                                                                   <C>                 <C>
                                     ASSETS:

Cash and cash equivalents                                                             $      3,887,980    $       3,035,084
Due from Clearing Brokers                                                                      789,344              559,303
Securities Owned:
   U.S. government and agency obligations, at market value                                     100,325              320,103
   State and municipal obligations, at market value                                          1,058,407              757,450
   Corporate bonds and other securities, at market value                                       651,392              705,967
   Nonmarketable securities, at fair value                                                      62,873               72,725
Rebate Receivable                                                                            1,115,000              964,000
Representative Loans                                                                           458,259              547,914
Furniture, Fixtures and Leasehold Improvements, at cost, net of accumulated
    depreciation of $3,060,538 and $2,944,342, respectively                                    458,790              574,986
Deferred Tax Assets, net of valuation allowances of $3,064,146 and $4,119,640,
    respectively                                                                               815,659                 -
Other Assets                                                                                   663,749              637,924
                                                                                      ----------------    -----------------

               Total assets                                                           $     10,061,778    $       8,175,456
                                                                                      ================    =================

                      LIABILITIES and STOCKHOLDERS' EQUITY:

Liabilities:
   Securities sold,  not yet purchased, at market value                               $         81,501    $         143,205
   Accrued compensation                                                                      1,952,937            1,694,183
   Accounts payable and accrued expenses                                                     2,848,113            2,269,672
                                                                                      ----------------    -----------------

               Total liabilities                                                             4,882,551            4,107,060
                                                                                      ----------------    -----------------


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

Commitments and Contingencies

Stockholders' Equity:
   Common stock, $.0001 par value; authorized 7,000,000 shares, issued and
      outstanding 1,856,053 and 1,798,224 shares, respectively                                     186                  180
   Additional paid-in capital                                                               16,121,449           16,226,346
   Unearned Stock Compensation                                                                (264,570)            (283,409)
   Accumulated deficit                                                                     (13,177,838)         (14,374,721)
                                                                                      ----------------    -----------------

               Total stockholders' equity                                                    2,679,227            1,568,396
                                                                                      ----------------    -----------------

               Total liabilities and stockholders'  equity                            $     10,061,778    $       8,175,456
                                                                                      ================    =================
</TABLE>

See Notes to Consolidated Financial Statements

                                                                               2
<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statements of Operations


                                                       Three Months Ended
                                                           March 31,
                                              ----------------------------------
                                                   2003                2002
                                              ----------------   ---------------
                                                          (Unaudited)

Revenues:
   Principal transactions, net                $       159,631    $     (206,475)
   Commissions                                      4,247,980         5,461,709
   Investment banking                                 -                 342,982
   Other income                                       593,187           682,934
                                              ---------------    --------------

                                                    5,000,798         6,281,150
                                              ---------------    --------------
Expenses:
   Employee compensation and benefits               3,324,228         5,238,041
   Promotion and advertising                           74,141            95,375
   Clearance and execution charges                    110,747           167,394
   Occupancy and communications                       787,656         1,114,898
   Professional fees                                  140,958           129,675
   Interest                                           (14,206)           18,354
   Other                                              178,644           500,209
                                              ---------------    --------------

                                                    4,602,168         7,263,946
                                              ---------------    --------------

       Income (loss) before income
          tax benefit                                 398,630          (982,796)

Income tax benefit                                    798,253           323,790
                                              ---------------    --------------

    Net income (loss)                         $     1,196,883    $     (659,006)
                                              ===============    ==============

Basic and diluted earnings (loss)
   per common share                           $          0.64    $        (0.35)
                                              ===============    ==============

Weighted-average shares outstanding                 1,874,817         1,894,569
                                              ===============    ==============

See Notes to Consolidated Financial Statements

                                                                               3


<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statement of Changes in Stockholders' Equity

For the three months ended March 31, 2003
(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, 2003            1,798,224   $        180    $ 16,226,346   $    (283,409)      (14,374,721)  $   1,568,396

Stock issuances and
 amortization of unearned
 stock compensation              97,961             10         265,908            6,339           -              272,257

Stock forfeitures               (40,132)            (4)       (370,805)          12,500           -             (358,309)

Net income                       -               -              -                -             1,196,883       1,196,883
                          -------------   ------------    ------------   --------------    -------------   -------------

Stockholders' equity,
   March 31, 2003             1,856,053   $        186    $ 16,121,449   $     (264,570)   $ (13,177,838)  $   2,679,227
                          =============   ============    ============   ===============   ==============  =============

</TABLE>

See Notes to Consolidated Financial Statements

                                                                               4

<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                    --------------------------------------
                                                                                           2003                2002
                                                                                    -------------------  -----------------
                                                                                                 (Unaudited)
<S>                                                                                 <C>                  <C>
Cash flows from operating activities:
   Net income (loss)                                                                $         1,196,883  $        (659,006)
                                                                                    -------------------  -----------------
   Adjustments to reconcile net income (loss) to net cash provided by operating
   activities:
         Depreciation                                                                           116,196            163,882
         Amortization                                                                           -                   24,166
         Deferred income taxes                                                                 (815,659)          (406,652)
         Decrease in nonmarketable securities                                                     9,852            282,662
         Noncash compensation                                                                   (86,052)           270,096
         (Increase) in securities owned, at market value                                        (26,604)          (173,438)
         (Increase) decrease in receivable from clearing brokers                               (230,041)         2,860,496
         (Increase) decrease in other assets                                                    (25,825)            10,777
         (Increase) in rebate receivable                                                       (151,000)           (70,000)
         Decrease in representative loans                                                        89,655            336,323
         (Decrease) in securities sold, not yet purchased, at market value                      (61,704)           (18,679)
         Increase (decrease) in accrued compensation                                            258,754            (46,360)
         Increase in accounts payable and accrued expenses                                      578,441             33,981
                                                                                    -------------------  -----------------

               Total adjustments                                                               (343,987)         3,267,254
                                                                                    -------------------  -----------------

               Net cash provided by operating activities                                        852,896          2,608,248
                                                                                    -------------------  -----------------

Cash flows from investing activities:
   Purchase of furniture, fixtures and leasehold improvements                                   -                  (33,200)
   Acquisition of other businesses, net of cash                                                 -                  (62,540)
                                                                                    -------------------  -----------------

               Net cash used in investing activities                                            -                  (95,740)
                                                                                    -------------------  -----------------

Cash flows from financing activities:
   Subordinated liabilities                                                                     -                2,500,000
                                                                                    -------------------  -----------------

               Net cash provided by financing activities                                        -                2,500,000
                                                                                    -------------------  -----------------

Net increase in cash and cash equivalents                                                       852,896          5,012,508

Cash and cash equivalents, beginning of period                                                3,035,084            972,086
                                                                                    -------------------  -----------------

               Cash and cash equivalents, end of period                             $         3,887,980  $       5,984,594
                                                                                    ===================  =================

Supplemental disclosures of consolidated cashflow information:
   Interest paid                                                                    $               807  $           1,681
   Income taxes paid                                                                $             6,192  $           7,776

Supplemental disclosures of noncash investing and financing activities:
   Common stock awards, net of forfeitures                                          $           (86,052) $         270,095

</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"),    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").  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-month  period ended March
     31, 2003 are not necessarily indicative of the results that may be expected
     for the full year ending December 31, 2003. 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, 2002.

     For comparability,  certain balances in the Consolidated  Statement of Cash
     Flows  for  the   three-month   period  ended  March  31,  2002  have  been
     reclassified,  where  appropriate,  to conform to the  financial  statement
     presentation used at March 31, 2003.

     The Company has elected,  in accordance with the provisions of Statement of
     Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-based
     Compensation,  to apply  the  current  accounting  rules  under  Accounting
     Principles  Board  ("APB")  Opinion No. 25 and related  interpretations  in
     accounting for options to purchase ownership interests granted to employees
     and, accordingly, is presenting the disclosure-only information as required
     by SFAS No. 123. Had  compensation  costs been determined based on the fair
     value at the date of grant  consistent with the provisions of SFAS No. 123,
     the Company's net income and earnings per common share for the three-months
     ended March 31, 2003 would have been as follows:

     ---------------------------------------------------------------------------
     Net income - as reported                 $  1,196,883

     Deduct: Total stock based
      employee compensation expense
      determined under the fair value
      based method                                (439,250)

     ---------------------------------------------------------------------------
     Net income - pro forma                  $     757,633
     ===========================================================================

     Basic and diluted income per
      common share - as reported             $       0.64
     Basic and diluted income per
      common share - pro forma               $       0.40
     ---------------------------------------------------------------------------


 2.   Income Taxes

     The  entities  comprising  the  Company,  other than  VentureHighway,  file
     consolidated  federal  income tax returns  but  separate  state  income tax
     returns.  VentureHighway  filed a final  federal  income  tax  return  on a
     stand-alone basis during 2002.

     In recognition of the  uncertainty  regarding the ultimate amount of future
     income tax benefits to be derived from net operating loss carryforwards and
     other temporary differences, the Company has recorded a valuation allowance
     of $3,064,146 at March 31, 2003 and $4,119,640 at December 31, 2002.

     The Company has a federal net operating loss  carryforward of approximately
     $3,100,000 available to offset taxable income through 2022.



                                                                               6
<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARIES

Notes to Consolidated Financial Statements
(Unaudited)

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-month  period ended March 31, 2002,  potential common shares have not
     been included in the  computation  of diluted EPS since the effect would be
     antidilutive.

4.   Contingencies

     In July  2002,  the NASD  notified  Kirlin  that it had made a  preliminary
     determination  to recommend  that  disciplinary  action be brought  against
     Kirlin  and  three  of its  current  or  former  employees,  including  the
     president of the Company and  Co-Chief  Executive  Officer of Kirlin,  as a
     result of the sale of certain fixed income  securities to clients of Kirlin
     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):  sales of
     unregistered  securities  stemming  from the sale of  these  securities  in
     smaller  denominations,  placement  of  false  and  misleading  advertising
     relating  to  these  securities,  charging  of  markups  on the sale of the
     securities   in  excess  of  NASD  policy   allegedly   in  the  amount  of
     approximately  $1,420,000 and in violation of securities  laws allegedly in
     the amount of approximately  $44,000,  failure to maintain inventory sheets
     as  distributed  to certain  employees in  connection  with the sale of the
     securities,  and failure to establish and enforce supervisory procedures to
     assure  compliance  with  federal  laws  and  NASD  rules  to  prevent  the
     aforementioned potential violations.  In March 2003 the NASD initiated this
     disciplinary action against Kirlin and two employees seeking the imposition
     of sanctions, restitution and costs. The Company cannot predict the outcome
     of the disciplinary  action at this time 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 and former employees. It is the opinion of management, based upon
     its evaluation of each of these matters and the reserves established by the
     Company,  that the resolution of all claims presently pending will not have
     a material  adverse effect on the consolidated  financial  condition of the
     Company.


                                                                               7
<PAGE>


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


Forward-Looking Statements

     When used in this Form 10-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," "it is
the  opinion of  management"  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,  2002.  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,  2002  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,  investment banking 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  period  the  valuation  allowance  related  to
          Company's  deferred  tax  asset  related  to its  net  operating  loss
          carryforwards   and  other   temporary   differences  was  changed  to
          approximately 79% from 100%. This change arose due to the developments
          during the first  four-months  of 2003,  including the  recordation of
          income from  operations  for the quarter  ended March 31, 2003 and the
          expected  results  for the  three-month  period  ended June 30,  2003.
          Management  believes  that  the  Company  is  prepared  to  return  to
          long-term  profitability  as a result of its decision to return to its
          core business of retail brokerage, investent and merchant banking, and
          money management. As a result, the Company has reduced its expenses by
          eliminating  personnel  (including  members  of senior  management  of
          Kirlin  Securities who received fixed  salaries) and reducing its real
          estate  and  operational  costs,  such as  eliminating  non-productive
          branch  offices.  In  addition,  the  Company  is  confident  that the
          imposition of an annual account  maintenance fee by Kirlin  Securities
          will achieve increased revenue of approximately $800,000 per year.


          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

                                                                               8
<PAGE>

          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 March 31, 2003 resulted in an
          accrued liability of $257,000.


          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 clears 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
          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-month period ended March 31, 2003
increased  177% to $159,631 from  $(206,475) in 2002.  The increase is primarily
attributable to an unrealized loss during the three-month period ended March 31,
2002 in the value of  warrants  the  Company  received  in  connection  with its
investment banking  activities.  To a lesser extent the increase is attributable
to an increase in revenue  related to equity and fixed income business for which
the Company maintained an inventory.

                                                                               9
<PAGE>

     Commissions for the three-month period ended March 31, 2003 decreased 22.2%
to $4,247,980 from $5,461,709 in 2002. The decrease is primarily attributable to
the Company's  decreased business in equity securities,  unit trusts, and mutual
funds,  which  are  bought  and sold on an agency  basis  for which the  Company
receives a commission.  The decrease is also attributable to the absence in 2003
of the commissions related to a debt conversion the Company  participated during
the three-month period ended March 31, 2002.

     Investment  banking for the three-month  period ended March 31, 2003 was $0
as compared to $342,984.  During the three-month period ended March 31, 2003 the
Company did not generate any investment banking fees.

     Other  income for the  three-month  period  ended March 31, 2003  decreased
13.1% to $593,187 from $682,934 in 2002. The decrease is primarily  attributable
to the decreases in  transactional  and account  balance  rebates the Company is
entitled to from its clearing  broker and earnout  payment income the Company is
entitled  to receive  from GMST World  Markets,  Inc.  offset by an  increase in
consulting income related to investment banking.

     Employee  compensation and benefits for the three-month  period ended March
31, 2003 decreased 36.5% to $3,324,228  from $5,238,041 in 2002.  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 decrease
during the  three-month  period ended March 31, 2003 is also  reflective  of the
reduction  of base  salary by the  Company's  Chief  Executive  Officer  and its
President by 68% and by its Chief Financial Officer by 35%. Other key management
personnel  also agreed to reduce  their base  salaries.  In  addition  the Chief
Executive  Officer and President of the Company reduced the variable  portion of
their base salary by 100% during the  three-month  period  ended March 31, 2003.
Finally,  the Company's roster of employees decreased which caused a decrease in
base salaries and commission payouts related to its deferred plans.

     Promotion and advertising  for the three-month  period ended March 31, 2003
decreased  22.3% to $74,141  from  $95,375 in 2002 as a result of the  Company's
decrease in car allowances  arising from the termination of certain employees as
well as a decrease in  promotional  material  expenses.  The Company  expects to
increase its expenditures for promotion and advertising in future periods.

     Clearance and execution charges for the three-month  period ended March 31,
2003 decreased  33.8% to $110,747 from $167,394 in 2002 primarily as a result of
lower ticket volume.

     Occupancy and  communications  costs for the three-month period ended March
31, 2003 decreased  29.4% to $787,656 from  $1,114,898 in 2002. This decrease is
primarily a result of the move of one of the Company's branch offices to smaller
and less expensive  office space,  reduction of depreciation  expense related to
assets that fully  depreciated  in the prior year,  completion  of the furniture
financing  related  to  the  Company's  Corporate  offices  in the  prior  year,
reduction  of  communication  and  telephone  expenses due to a reduction of the
number of employees as compared to the prior year. As part of the Company's long
distance  telephone  contract it received a credit for telephone expenses during
the three-month period ended March 31, 2003.

     Professional fees for the three-month period ended March 31, 2003 increased
8.7% to $140,958 from $129,675 in 2002. The increase is reflective of legal fees
related to the Company's vacated office space in San Diego. In December 2001 the
Company's  sub-tenant  abandoned  the San Diego office space and stopped  paying
rent to the Company.  Based on the nature of the sub-tenant's  relationship with
the Company's  landlord,  the Company  decided to stop paying rent as well.  The
Company's  landlord pursued legal action and during the three-month period ended
March 31,  2003 the court  ruled in favor of the  landlord.  The Company has not
been informed of the amount of the final judgment, however, the Company believes
such  amount  will  not  have a  material  adverse  effect  on the  consolidated
financial condition of the Company.

                                                                              10
<PAGE>

     Interest expense for the three-month  period ended March 31, 2003 decreased
177% to $(14,206) from $18,354 in 2002. 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 a 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-month  period ended March 31, 2003 decreased
64.3% to $178,644 from $500,209 in 2002 primarily as a result of no new accruals
for customer  arbitrations and reversal of prior accruals which arose due to the
Company satisfying unpaid awards for less than the awarded amount and receipt of
a promissory  note for the partial  reimbursement  of two customer  settlements.
Shareholder  administration  expenses and franchise taxes decreased due to lower
than expected expenses which resulted in lower incurred  charges.  Additionally,
general  office  expenses  have  decreased  due to the decrease in the number of
employees, however, during February 2003 the Company entered into a new two year
licensing   agreement  with  an  outside  vendor  to  provide  trade  compliance
monitoring support on all executed trades at a cost of approximately  $4,000 per
month. The Company may terminate this agreement with sixty days written notice.

     Income tax  benefit  for the  three-month  period  ended March 31, 2003 was
$798,253  as compared to $323,790  for the  three-month  period  ended March 31,
2002. For the  three-month  period ended March 31, 2003 the valuation  allowance
related to  Company's  deferred  tax assets  related to its net  operating  loss
carryforwards  and other temporary  differences was changed to approximately 79%
from 100% as a result of events giving rise to greater  expectation  of a return
to long-term profitability.

     Net income of $1,196,883  for the  three-month  period ended March 31, 2003
compares  to net loss of $659,006  for the  three-month  period  ended March 31,
2002. This resulted primarily from the change in revenues and expenses discussed
above.


Liquidity and Capital Resources

     At March 31, 2003, approximately 64% of the Company's assets were comprised
of cash and highly liquid securities.

     Cash and cash  equivalents  amounted  to  $3,887,980  at March 31,  2003 as
compared to $3,035,084 at December 31, 2002.  This increase is reflective of the
collection of a new annual maintenance fee on client accounts that was collected
during March 2003.

     Due from  Clearing  Brokers  amounted  to  $789,344  at March  31,  2003 as
compared to $559,303 at December  31,  2002.  This 41.1%  increase is  primarily
attributable to increased  receivables related to agency commissions owed to the
Company at the end of the quarter.

     Securities  Owned  at  March  31,  2003  were  $1,872,997  as  compared  to
$1,856,245 at December 31, 2002. This line item is basically unchanged, however,
the increase in U.S.  government  and agency  obligations  held in inventory for
resale to its  customers  was  offset  by the  decrease  in state and  municipal
obligations securities held in inventory with respect to the Company's syndicate
activities.

     Rebate  Receivable  amounted to $1,115,000 at March 31, 2003 as compared to
$964,000 at December 31, 2002.  This 15.7%  increase is reflective of the rebate
the Company is entitled to receive from its  clearing  broker as provided in the
clearing  agreement.  The clearing  broker will rebate,  in amounts and at dates
specified  in the  agreement,  50% of the  clearing  fees and  other  items  (as
defined) up to a maximum of $2,500,000. The rebate is supposed to be paid by the
clearing  broker in the amount of  $250,000  on March 31, 2003 and up to maximum
installments of $62,500 at the end of each subsequent  calendar  quarter through
March 31,  2005,  at which time the  balance  will be  payable.  The  Company is

                                                                              11
<PAGE>

presently working with the clearing broker to receive the $250,000 that was owed
to the  Company on March 31,  2003,  which in turn will be paid to the  clearing
broker to  satisfy  the March  31,  2003  payment  under the  subordinated  loan
agreement.

     Representative  Loans at March 31, 2003 amounted to $458,259 as compared to
$547,914 at December  31, 2002.  This 16.4%  decrease is  reflective  of the net
change  resulting  from the  disbursement  of new loans  provided to  registered
representatives  as  part  of  the  Company's  recruitment  efforts  net  of the
amortization,  collections,  and  write-offs  related to loans  disbursed in the
current and prior years.  A majority of the loans will be forgiven  based on the
recipient's production or employment through a specific time period. The Company
amortizes the principal  amount of the loan over the  performance  period or the
employment period, whichever is shorter.

     Furniture,  Fixtures and  Leasehold  improvements,  net, at March 31, 2003,
decreased to $458,790 as compared to $574,986 at December  31, 2002.  This 20.2%
decrease  primarily  results from the  depreciation  of fixed assets  during the
first quarter of 2003.

     Deferred Tax Assets, net at March 31, 2003 amounted to $815,659 as compared
to $0 at December 31, 2002.  During the year the Company  changed its  valuation
allowance  to  approximately  79% from 100%  related to its  deferred tax assets
related to its net operating loss carryforwards and other temporary  differences
as a result  of  events  giving  rise to  greater  expectation  of a  return  to
long-term  profitability.  At March 31, 2003 the deferred  tax assets  amount to
approximately  $3,900,000  and  the  recorded  valuation  allowance  amounts  to
approximately  $3,100,000.  If the Company  continues to be  profitable  then it
anticipates being able to use the entire deferred tax asset.

     Other assets increased by 4.1% to $663,747 at March 31, 2003, from $637,924
at  December  31,  2002.  The  increase  is  attributable  to  the  increase  in
commissions due the Company related to the sale of unit investment  trusts,  the
net  increase  in  receivables  related  to  three  legal  matters  whereby  the
receivable that existed at December 31, 2002 related to one matter was satisfied
and a new receivable was established for two other matters. The increase is also
attributable  to the  increase  in  accrued  interest  related  to fixed  income
security  positions held in inventory,  increase in mutual fund commissions that
were  collected  entirely  during  April 2003,  offset by a decrease in the rent
deposit  related to one of the  Company's  leases which was forfeited as part of
the early termination of that lease.

     Securities sold, not yet purchased amounted to $81,501 at March 31, 2003 as
compared to $143,205 at December 31, 2002.  Management  monitors these positions
on a daily basis and covers short positions when deemed appropriate.

     Accrued  compensation  was  $1,952,937  at March 31,  2003 as  compared  to
$1,694,183  at December  31,  2002, a 15.3%  increase.  The revenues  upon which
commission  income to registered  representatives  is based directly affect this
line item,  which was higher at the end of the  current  quarter as  compared to
2002.

     Accounts  payable and accrued expenses at March 31, 2003 were $2,848,113 as
compared to  $2,269,672 at December 31, 2002.  This 25.5%  increase is primarily
attributable  to the  collection  in March  2003 of the annual  maintenance  fee
charged to client  accounts and the  recordation  on the Company's  Statement of
Financial Condition of an offsetting liability. The income related to the annual
maintenance fee will be recognized  monthly as the annual fee is amortized.  The
above  increase  is offset by a decrease  in the  accrued  liability  related to
existing claims, arbitrations and unpaid settlements, which decreased due to the
payment of some settlement amounts and the reversal of prior accruals due to the
Company  satisfying  unpaid awards for less than the awarded  amount.  This line
item also  increased due to the rent accrual  related to the  Company's  vacated
office  space  in San  Diego,  which is  described  in the  previous  discussion
regarding  Professional  Fees in Results of  Operations.  The  increase  is also
attributable  to the  override  payments  to be made  to the  former  owners  of
Princeton  Securities,  where the  Company is required to pay an override on the
commissions  generated  by the  representatives  directly  hired  as part of the
transaction  through March 2003. The final payment is expected to be made during
May 2003, however,  accrued amounts related to one of the former owners is being
withheld  due to a  disagreement  over  amounts  owed  to the  Company  and  its
attorneys in relation to GMST World Market's  arbitration.  Accounts payable and

                                                                              12
<PAGE>

accrued  expenses  include a deposit  collected by the Company during March 2003
under  an   engagement  to   underwrite   an  initial   public   offering  of  a
bio-pharmaceutical  Company,  which was  subsequently  aborted.  The  Company is
presently  analyzing the expenses  incurred related to this engagement,  and any
funds that remain after the deduction of such  expenses  will be returned.  To a
lesser extent this line item  increased due to the increase in payables  related
to the Company's general business.

     Subordinated  liability at March 31, 2003 and December 31, 2003 amounted to
$2,500,000.  During March 2002,  Kirlin  Securities  received  from its clearing
broker a $2,500,000  three-year  subordinated  loan and calls for payments  over
various periods of time during this three-year  period. The Company is presently
working with the clearing  broker to pay the $250,000 that was owed on March 31,
2003,  which  payment  will be made from the funds  received  from the  clearing
broker under the rebate agreement.

     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 Securities 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 relating to these securities;  (iii) charging of markups
on the sale of the  securities in excess of NASD policy  allegedly in the amount
of approximately $1,420,000 and in violation of securities laws allegedly in the
amount of approximately  $44,000;  (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.  In March 2003 the NASD initiated this disciplinary action
against  Kirlin  Securities  and two of its employees  seeking the imposition of
sanctions,  restitution and costs. The Company cannot predict the outcome of the
disciplinary  action at this time and is unable to determine whether this matter
will have a material adverse effect on the consolidated  financial  condition of
the Company

     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 and former employees.  It is
the opinion of  management,  based upon its  evaluation of each of these matters
and the reserves  established by the Company,  that the resolution of all claims
presently  pending will not have a material  adverse effect on the  consolidated
financial condition of the Company

     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,  continues to explore the possibility of a 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 March 31, 2003 and the effects these  obligations are expected
to have on our consolidated  liquidity and cash flow in future years. This table

                                                                              13
<PAGE>

does  not  include  any  projected  payment  amounts  related  to the  Company's
potential exposure to arbitrations and other legal matters.


<TABLE>
<CAPTION>

                                                                                                                   2007 and
                               Total            2003              2004              2005             2006          thereafter
                            ------------    -------------    -------------     -------------     -----------     -------------
<S>                         <C>             <C>              <C>               <C>               <C>             <C>
Equipment Lease
  obligations               $    208,517    $    122,551     $      51,906     $      22,614     $    11,446     $       -
Office Lease obligations       2,180,958         953,696           837,293           309,486          80,483             -
Employment contract
  obligations                  4,366,833         816,500           782,000           755,000         755,000         1,258,333
                            ------------    ------------     -------------     -------------     -----------     -------------

                            $  6,756,308    $  1,892,747       $ 1,671,199     $   1,087,100     $   846,929     $   1,258,333
                            ============    ============     =============     =============     ===========     =============
</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.



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.


                                                                              14
<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
                                     Number Sold     Price Afforded to         Exemption from        Exercise or
Date of Sale      Titel of Security  or forfeited    Purchasers                Registration Claimed  Conversions
----------------- ----------------- ---------------  ------------------------- --------------------- ----------------------
<S>               <C>               <C>              <C>                       <C>                   <C>
     1/2/03       Options to           8,992         Options granted under             4(2)          Fully exercisable
                  purchase                           1996 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 $3.484 per share.

----------------- ----------------- ---------------  ------------------------- --------------------- ----------------------

     1/2/03       Options to           13,354        Options granted under             4(2)          Fully exercisable
                  purchase                           1996 Stock Plan - no                            commencing 1/2/06
                  Common Stock                       cash consideration                              until 10 years from
                                                     received by the Company.                        date of grant, at an
                                                                                                     exercise price of
                                                                                                     $2.80 per share.
</TABLE>

ITEM 5: OTHER INFORMATION

     On April 9, 2003,  the  Company  was advised by Nasdaq that the Company was
not in  compliance  with  Marketplace  Rule  4310(c)(2)(B),  which  requires the
Company to have a minimum of $2,500,000 in  stockholders'  equity or $35,000,000
market  value of listed  securities  or $500,000  of net income from  continuing
operations for the most recently  completed fiscal year or two of the three most
recently  completed  fiscal  years.  On April 29, 2003 the  Company  submitted a
letter to Nasdaq providing  information regarding the financial situation of the
Company and which concluded that the Company would report  stockholders'  equity
in excess of $2,500,000 at March 31, 2003.

     On May 1, 2003,  Nasdaq  informed  the Company  that based on its review of
this  information,  it had determined to grant the Company the ability to regain
compliance  by  filing  a Form  10-Q  with  the SEC on or  before  May 20,  2003
demonstrating  compliance with all continued  listing  requirements set forth in
the Nasdaq Marketplace Rules.

     Based on the information  provided in this Form 10-Q, the Company  believes
it has demonstrated compliance with the Marketplace Rules.



ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

     (a)  None


     (b)  Reports on Form 8-K

          None

                                                                              15
<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:   May 15, 2003                   By:   /s/ Anthony J. Kirincic
                                             -----------------------------------
                                             Anthony J. Kirincic
                                             President



Dated:   May 15, 2003                   By:   /s/ Barry E. Shapiro
                                             -----------------------------------
                                             Barry E. Shapiro
                                             Chief Financial Officer
                                             (and principal accounting officer)










                                                                              16
<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:   May 15, 2003                         /s/ David O. Lindner
                                             -----------------------------------
                                             David O. Lindner
                                             Chief Executive Officer


Dated:   May 15, 2003                         /s/ Barry E. Shapiro
                                             -----------------------------------
                                             Barry E. Shapiro
                                             Chief Financial Officer

                                                                              17
<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:   May 15, 2003                         /s/ David O. Lindner
                                             -----------------------------------
                                             David O. Lindner
                                             Chief Executive Officer

                                                                              18
<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:   May 15, 2003                         /s/ Barry E. Shapiro
                                             -----------------------------------
                                             Barry E. Shapiro
                                             Chief Financial Officer

                                                                              19