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, 2002
                               --------------


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


         For the transition period from _______________ to _______________


Commission File number 0-25336
                       -------


                              KIRLIN HOLDING CORP.
             -----------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)



      Delaware                                             11-3229358
------------------------------                    ------------------------------
(State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                         Identification No.)


                 6901 Jericho Turnpike, Syosset, New York 11791
                 ----------------------------------------------
                    (Address of Principal Executive Offices)

                                 (800) 899-9400
               ---------------------------------------------------
               (Registrant's Telephone Number Including Area Code)


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


         Check whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X    No
         ---     ---


State the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date: At May 14, 2002, Issuer had
outstanding 14,777,185 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,
                                                                                            2002                2001
                                                                                      -----------------   ------------------
                                                                                        (Unaudited)
<S>                                                                                      <C>                  <C>


                                     ASSETS:

Cash and cash equivalents                                                             $      5,984,594    $         972,086
Due from Clearing Broker                                                                       328,658            3,119,154
Securities Owned:
   U.S. government and agency obligations, at market value                                     265,744              161,376
   State and municipal obligations, at market value                                          1,331,980            1,161,195
   Corporate bonds and other securities, at market value                                       314,097              415,812
   Nonmarketable securities, at fair value                                                     324,586              607,249
Furniture, Fixtures and Leasehold Improvements, at cost, net of accumulated
    depreciation of $2,495,089 and $2,331,207, respectively                                    954,140            1,084,821
Deferred Tax Assets                                                                          3,864,508            3,457,855
Intangible Assets, net of accumulated amortization of $99,166 and $75,000.
    respectively                                                                               750,834              775,000
Goodwill, net of accumulated amortization of $0 and $89,223, respectively                    1,457,957            1,395,417
Other Assets                                                                                 1,377,892            1,724,991
                                                                                      -----------------   ------------------

               Total assets                                                           $     16,954,990    $      14,874,956
                                                                                      =================   ==================

                      LIABILITIES and STOCKHOLDERS' EQUITY:

Liabilities:
   Securities sold,  not yet purchased, at market value                               $        205,692    $         224,371
   Accrued compensation                                                                      2,066,927            2,113,287
   Accounts payable and accrued expenses                                                     1,801,086            1,767,104
                                                                                      -----------------   ------------------

               Total liabilities                                                             4,073,705            4,104,762
                                                                                      -----------------   ------------------


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

Commitments and Contingencies

Stockholders' Equity:
   Common stock, $.0001 par value; authorized 40,000,000 shares, issued and
      outstanding 15,192,254 and 14,902,488 shares, respectively                                 1,519                1,490
   Additional paid-in capital                                                               16,891,404           16,635,220
   Unearned Stock Compensation                                                               (280,549)            (294,433)
   Accumulated deficit                                                                     (6,231,089)          (5,572,083)
                                                                                      -----------------   ------------------

               Total stockholders' equity                                                   10,381,285           10,770,194
                                                                                      -----------------   ------------------

               Total liabilities and stockholders'  equity                            $     16,954,990    $      14,874,956
                                                                                      =================   ==================
</Table>

See Notes to Consolidated Financial Statements

                                        2
<Page>


KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statements of Operations

<Table>
<Caption>

                                                                                             Three Months Ended
                                                                                                 March 31,
                                                                                    -------------------------------------
                                                                                         2002                2001
                                                                                    ----------------   ------------------
                                                                                                (Unaudited)
<S>                                                                                <C>                  <C>

Revenues:
   Principal transactions, net                                                      $     (206,475)    $       2,456,837
   Commissions                                                                            5,461,709            3,161,197
   Investment banking                                                                       342,982              -
   Merchant banking                                                                         -                     48,147
   Other income                                                                             682,934              333,694
   Increase in value attributable to subsidiaries                                           -                    339,965
                                                                                    ----------------   ------------------

                                                                                          6,281,150            6,339,840
                                                                                    ----------------   ------------------
Expenses:
   Employee compensation and benefits                                                     5,238,041            4,903,139
   Promotion and advertising                                                                 95,375              272,248
   Clearance and execution charges                                                          167,394              341,863
   Occupancy and communications                                                           1,114,898            1,261,275
   Professional fees                                                                        129,675              324,670
   Interest                                                                                  18,354               22,969
   Other                                                                                    500,209              470,179
                                                                                    ----------------   ------------------

                                                                                          7,263,946            7,596,343
                                                                                    ----------------   ------------------

               Loss before income tax benefit and minority interest in loss of
                    subsidiaries                                                          (982,796)          (1,256,503)

Income tax benefit                                                                          323,790              291,185
                                                                                    ----------------   ------------------

               Loss before minority interest in loss of subsidiaries                      (659,006)            (965,318)

Minority interest in loss of subsidiaries                                                   -                    195,158
                                                                                    ----------------   ------------------

          Net loss                                                                  $     (659,006)    $       (770,160)
                                                                                    ================   ==================

Basic loss per common share                                                         $        (0.04)    $          (0.06)
                                                                                    ================   ==================

Diluted loss per common share                                                       $        (0.04)    $          (0.06)
                                                                                    ================   ==================

</Table>

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, 2002
(Unaudited)
<Table>
<Caption>


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

Stock issuances                 349,904             35         336,752          (4,699)           -              332,088

Stock forfeitures              (60,138)            (6)        (80,568)           18,583           -             (61,991)

Net loss                         -               -              -                -             (659,006)       (659,006)
                          --------------  -------------   -------------  ---------------   --------------  --------------

Stockholders' equity,
   March 31, 2002            15,192,254   $      1,519    $ 16,891,404   $    (280,549)    $ (6,231,089)   $  10,381,285
                          ==============  =============   =============  ===============   ==============  ==============
</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,
                                                                                    --------------------------------------
                                                                                           2002                2001
                                                                                    -------------------  -----------------
                                                                                                  (Unaudited)
<S>                                                                                 <C>                 <C>

Cash flows from operating activities:
   Net loss                                                                         $      (659,006)     $    (770,160)
                                                                                    -------------------  -----------------
   Adjustments to reconcile net loss to net cash provided by (used in) operating
      activities:
         Depreciation                                                                        163,882            186,385
         Amortization                                                                         24,166            102,008
         Deferred income taxes                                                             (406,652)          (684,722)
         Investment by minority shareholders                                                 -                  324,806
         Minority interest in loss of subsidiaries                                           -                (195,158)
         Decrease in nonmarketable securities                                                282,662             95,648
         Noncash compensation                                                                270,096            146,912
         Loss on disposal of fixed assets                                                    -                  102,046
         Reduction of stock subscriptions                                                    -                    7,813
         (Increase) in securities owned, at market value                                   (173,438)          (799,889)
         Decrease in receivable from clearing brokers                                      2,790,496            688,521
         Decrease in other assets                                                            347,100          1,014,157
         (Decrease) in securities sold, not yet purchased, at market value                  (18,679)            (7,244)
         (Decrease) in accrued compensation                                                 (46,360)          (307,484)
         Increase (decrease) in accounts payable and accrued expenses                         33,981          (118,819)
                                                                                    -------------------  -----------------

               Total adjustments                                                           3,267,254            554,980
                                                                                    -------------------  -----------------

               Net cash provided by (used in) operating activities                         2,608,248          (215,180)
                                                                                    -------------------  -----------------

Cash flows from investing activities:
   Purchase of furniture, fixtures and leasehold improvements                               (33,200)           (85,859)
   Acquisition of other businesses, net of cash                                             (62,540)           (74,225)
                                                                                    -------------------  -----------------

               Net cash used in investing activities                                        (95,740)          (160,084)
                                                                                    -------------------  -----------------

Cash flows from financing activities:
   Subordinated liabilities                                                                2,500,000            600,000
                                                                                    -------------------  -----------------

               Net cash provided by financing activities                                   2,500,000            600,000
                                                                                    -------------------  -----------------

Net increase in cash and cash equivalents                                                  5,012,508            224,736

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

               Cash and cash equivalents, end of period                             $      5,984,594     $      804,388
                                                                                    ===================  =================

Supplemental disclosures of consolidated cashflow information:
   Interest paid                                                                    $          1,681     $       22,145
   Income taxes paid                                                                $          7,776     $        5,424

Supplemental disclosures of noncash investing and financing activities:
   Common stock awards, net of forfeitures                                          $        270,095     $      154,724

</Table>
See Notes to Consolidated Financial Statements

                                       5

<Page>


KIRLIN HOLDING CORP. and SUBSIDIARIES

Notes to Consolidated Financial Statements
(Unaudited)


1.       Organization and Summary of Significant Accounting Policies


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

         The Company's principal subsidiary, Kirlin, is a full-service,
         retail-oriented brokerage firm specializing in the trading and sale of
         both equity and fixed income securities, including mutual funds. Kirlin
         also offers a managed asset portfolio program to manage the financial
         assets of its clients.

         The accompanying consolidated financial statements have been prepared
         in accordance with generally accepted accounting principles for interim
         financial information and with the instructions to Form 10-Q.
         Accordingly, they do not include all of the information and footnotes
         as required by generally accepted accounting principles for annual
         financial statements. In the opinion of management of the Company, all
         adjustments (consisting only of normal recurring adjustments) necessary
         for a fair presentation have been included. The operations for the
         three-month period ended March 31, 2002 are not necessarily indicative
         of the results that may be expected for the full year ending December
         31, 2002. For further information, refer to the consolidated financial
         statements and footnotes thereto included in the Company's Annual
         Report on Form 10-K for the fiscal year ended December 31, 2001.


                                       6
<page>

2.       Income Taxes

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


3.       Earnings Per Share

         The Company follows SFAS No. 128, Earnings Per Share, which provides
         for the calculation of "basic" and "diluted" earnings per share
         ("EPS"). Basic EPS includes no dilution and is computed by dividing
         income or loss available to common shareholders by the weighted-average
         number of common shares outstanding for the period. Diluted EPS reflect
         the potential dilution that could occur through the effect of common
         shares issuable upon exercise of stock options and warrants and
         convertible securities. For the three-month periods ended March 31,
         2002 and 2001, potential common shares have not been included in the
         computation of diluted EPS since the effect would be antidilutive. The
         following is a reconciliation of the numerators and denominators of the
         basic and diluted EPS computations:

<Table>
<Caption>

                                                                      Income             Shares          Per-Share
                                                                   (Numerator)        (Denominator)        Amount
                                                                 -----------------    --------------     -----------
                        <S>                                       <C>                    <C>             <C>
                      Three months ended March 31, 2002:

                               Basic and diluted EPS:

                                   Income available to
                                     common stockholders         $      (659,006)        15,156,546      $   (0.04)
                                                                 =================    ==============     ===========


                      Three months ended March 31, 2001:

                               Basic and diluted EPS:

                                   Income available to
                                     common stockholders         $      (770,160)        12,920,354      $   (0.06)
                                                                 =================    ==============     ===========
</Table>

4.       Goodwill

         The Company is adopting the provisions of Statement of Financial
         Accounting Standards No. 142, Goodwill and Other Intangibles as of
         January 1, 2002. Accordingly, goodwill will no longer be amortized.
         Instead it will be tested for impairment annually. The Company will
         perform a valuation of goodwill before June 30, 2002. Amortization
         expense on goodwill during the period ended March 31, 2001 amounted to
         $102,008. Had such expense not been recorded the Company's results of
         operations and loss per common share would have been as follows:

                                                          Three Months Ended
                                                            March 31, 2001
                                                        -----------------------

          Reported net loss                             $            (770,160)
              Add back: Goodwill amortization                          102,008
                                                        -----------------------

                   Adjusted net loss                    $            (668,152)
                                                        =======================


          Basic and diluted loss per common share
              Reported net loss                         $               (0.06)
                   Add back: Goodwill amortization                        0.01
                                                        -----------------------

                        Adjusted net loss               $               (0.05)
                                                        =======================
                                        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" or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue reliance on any such forward-looking statements,
each of which speak only as of the date made. Such statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. These risks are included in "Item 1: Business," "Item 7: Management's
Discussion and Analysis of Financial Condition and Results of Operations" and in
"Exhibit 99: Risk Factors" included in Form 10-K for the year ended December 31,
2001. The Company has no obligation to publicly release the result of any
revisions which may be made to any forward-looking statements to reflect
anticipated or unanticipated events or circumstances occurring after the date of
such statements


Results of Operations

         Three Months Ended March 31, 2002 Compared with Three Months Ended
         March 31, 2001

         Principal transactions, net for the three-month period ended March 31,
2001 decreased 108.4% to $(206,475) from $2,456,837 in 2001. The decrease is
primarily attributable to a change from principal business to commission
business identified in the next paragraph as well as a decrease in the value of
warrants the Company received in connection with its investment banking
activities.

         Commissions for the three-month period ended March 31, 2002 increased
72.8% to $5,461,709 from $3,161,197 in 2001. The increase is primarily
attributable to a change from the amount of principal business to commission
business the Company does which reduces its exposure to market risk which can
result from the change in the value of securities held. Commission business is
comprised of equity securities, unit trusts, and mutual funds, which, except for
equity securities for which the Company maintains an inventory, are bought and
sold on an agency basis for which the Company receives a commission.

         Investment banking for the three-month period ended March 31, 2002 was
$342,982 as a result of fees the Company generated from acting as a placement
agent related to a debt conversion.

         There was no merchant banking for the three-month period ended March
31, 2002 as compared to $48,147 in 2001. This line item changes as a result of
changes in the value of the underlying investments.

         Other income for the three-month period ended March 31, 2002 increased
104.7% to $682,934 from $333,694 in 2001. The increase is primarily attributable
to the increases in transactional and account balance rebates the Company is
entitled to from its clearing broker.

         Increase in value attributable to subsidiaries for the three-month
period ended March 31, 2002 was $0 as compared to $339,965 in 2001. This line
item changes based on the value of the Company's investment in its subsidiaries.
During the past quarter none of the Company's subsidiaries had any changes which
effected this line item.

         Employee compensation and benefits for the three-month period ended
March 31, 2002 increased 6.8% to $5,238,041 from $4,903,139 in 2001. Since
employee compensation related to the Company's retail brokerage traders and
registered representatives is directly related to revenue they generate, a
portion of employee compensation follows the change in the Company's revenues.
The results are reflective of the compensation costs directly related to the
increase in commission structure for its registered representatives and branch
managers which was initiated during September 2001, as well as the compensation
costs directly related to the hiring of additional personnel following the
acquisition of certain assets of a retail oriented brokerage firm during August
2001.

                                       8
<page>
         Promotion and advertising for the three-month period ended March 31,
2002 decreased 65% to $95,375 from $272,248 in 2001 primarily as a result of the
Company's decrease in advertising expenditures related to VentureHighway due to
the expiration of its advertising commitment during December 2001.

         Clearance and execution charges for the three-month period ended March
31, 2002 decreased 51% to $167,394 from $341,863 in 2001 primarily as a result
of the change in clearing brokers during October 2001 which resulted in reduced
fees.

         Occupancy and communications costs for the three-month period ended
March 31, 2002 decreased 11.6% to $1,114,898 from $1,261,275 in 2001. This
decrease is primarily a result of the elimination of these costs directly
related to VentureHighway which is in the process of being dissolved and the
sale of the Company's majority owned interest in GMST World Markets, Inc. during
December 2001.

         Professional fees for the three-month period ended March 31, 2002
decreased 60.1% to $129,675 from $324,670 in 2001 as a result of non-recurring
legal fees as well as the shift of legal work being performed internally by the
Company.

         Interest expense for the three-month period ended March 31, 2002
decreased 20.1% to $18,354 from $22,969 in 2001. Interest expense decreased as a
result of a reduction of inventory positions purchased on margin and securities
sold short, which are held at clearing brokers and charged interest. The Company
seeks to minimize its cash balances and withdraws cash for operations from its
trading accounts as needed. To the extent necessary, inventory positions are
utilized as collateral for such withdrawals.

         Other expenses for the three-month period ended March 31, 2002
increased 6.4% to $500,209 from $470,179 in 2001 as a result of general office
expenses related to the to the acquisition of certain assets of a retail
oriented brokerage firm during August 2001 which resulted in an increase in the
number of branch offices operated by the Company.

         Income tax benefit for the three-month period ended March 31, 2002 was
$323,790 as compared to $291,185 in the comparable period in 2001, which is
reflective of the benefit the Company is entitled to based on its operations
during the past quarter.

         Net loss of $659,006 for the three-month period ended March 31, 2002
compares to net loss of $770,160 for the three-month period ended March 31,
2001. This resulted primarily from the decrease in revenues and expenses
discussed above.


Liquidity and Capital Resources

         At March 31, 2002, approximately 46% of the Company's assets were
comprised of cash and highly liquid securities.

         Cash and cash equivalents amounted to $5,984,594 at March 31, 2002 as
compared to $972,086 at December 31, 2001. This increase is reflective of the
movement of cash from the Company's trading accounts, which were accounted for
in the Due from Clearing Brokers line item, to other financial institutions.
Additionally, this line item is reflective of the $2,500,000 subordinated loan
Kirlin Securities received from its clearing broker during March 2002.

                                       9
<page>
         Due from Clearing Brokers amounted to $328,658 at March 31, 2002 as
compared to $3,119,154 at December 31, 2001. This 89.5% decrease is primarily
attributable to the movement of cash out of the Company's trading accounts as
discussed in the previous paragraph.

         Securities owned at March 31, 2002 were $2,236,407 as compared to
$2,345,632 at December 31, 2001. This 4.7% decrease is primarily attributable to
the decrease in the value of positions held in relation to its merchant banking
and investment banking activities.

         Furniture, Fixtures and Leasehold improvements, net, at March 31, 2002,
decreased to $954,140 as compared to $1,084,821 at December 31, 2001. This 12%
decrease primarily results from the depreciation of fixed assets during the past
quarter.

         Deferred tax asset at March 31, 2002 amounted to $3,864,508 as compared
to $3,457,855 at December 31, 2001. The deferred tax asset is reflective of the
income tax benefit resulting from the net operating loss which arose during the
past quarter, net unrealized depreciation in the value of certain security
positions in the Company's merchant banking portfolio and investment accounts,
and temporary differences in accrued expenses.

         Intangible assets, net at March 31, 2002 amounted to $750,834 as
compared to $775,000 at December 31, 2001. This 3.1% decrease primarily results
from the amortization of the intangible assets during the past quarter related
to certain assets acquired during August 2001 under an agreement with M.S.
Farrell & Co., a retail-oriented brokerage and investment banking firm.

         Goodwill, net at March 31, 2002 amounted to $1,457,957 as compared to
$1,395,417 at December 31, 2001. This 4.5% increase primarily relates to the
additional purchase payments for Princeton Securities Corporation, which was
acquired during April 2000.

         Other assets decreased by 20.1% to $1,377,892 at March 31, 2002, from
$1,724,991 at December 31, 2001. The change in other assets is primarily
attributable to a decrease in loans outstanding. To a lesser extent the change
in other assets is reflective of the decrease in prepaid restrictive stock, the
reduction of prepaid operating expenses, and the receipt of the 2001 earnout
payment the Company is entitled to as result of its sale of GMST during December
2001.

         Securities sold short amounted to $205,692 at March 31, 2002 as
compared to $224,371 at December 31, 2001. Management monitors these positions
on a daily basis and covers short positions when deemed appropriate.

         Accrued compensation was $2,066,927 at March 31, 2002 as compared to
$2,113,287 at December 31, 2001, a 2.2% decrease. The revenues upon which
commission income to registered representatives is based directly affect this
line item, which was lower at the end of the current quarter as compared to
2001.

         Accounts payable and accrued expenses at March 31, 2002 were $1,801,086
as compared to $1,767,105 at December 31, 2001. This 1.9% increase is
attributable to payables related to the Company's general business.


                                       10
<page>
         Subordinated liabilities amounted to $2,500,000 at March 31, 2002. This
line item did not exist at December 31, 2001. During March 2002, Kirlin
Securities received from its clearing broker a $2,500,000 three-year
subordinated loan. Pursuant to the provisions of the loan agreement, principal
payments due under the loan are basically offset by an amount equal to 50% of
the clearing fees and other items that Kirlin is obligated to pay to the
clearing broker under the clearing agreement, over a three-year period ending on
February 28, 2005.

         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.

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


                                       11
<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>

     1/2/02       Common Stock        208,778      Restricted stock                  4(2)                   N/A
                                                   awarded to employees
                                                   under 1994 Stock Plan;
                                                   no cash consideration
                                                   received by the Company.


     1/2/02       Options to           74,512      Options granted under             4(2)          Fully exercisable
                  purchase                         1994 Stock Plan - no                            upon a grant for a
                  Common Stock                     cash consideration                              period of 10 years
                                                   received by the Company.                        from date of grant,
                                                                                                   at an exercise price
                                                                                                   of $1.1264 per share.


     1/2/02       Options to           29,876      Options granted under             4(2)          Fully exercisable on
                  purchase                         1994 Stock Plan - no                            1/2/05 for a period
                  Common Stock                     cash consideration                              of 10 years from
                                                   received by the Company.                        date of grant, at an
                                                                                                   exercise price of
                                                                                                   $1.04 per share.


     1/3/02       Common Stock         4,166       Restricted stock                  4(2)                   N/A
                                                   awarded to employees
                                                   under 1994 Stock Plan;
                                                   no cash consideration
                                                   received by the Company.


    1/31/02       Common Stock         43,770      Stock awarded to                  4(2)                   N/A
                                                   employees under 401(k)
                                                   Special Stock Plan; no
                                                   cash consideration
                                                   received by the Company.


     2/4/02       Common Stock         42,265      Restricted stock                  4(2)                   N/A
                                                   awarded to employees
                                                   under 1994 Stock Plan;
                                                   no cash consideration
                                                   received by the Company.


    2/28/02       Common Stock         50,925      Stock awarded to                  4(2)                   N/A
                                                   employees under 401(k)
                                                   Special Stock Plan; no
                                                   cash consideration
                                                   received by the Company.

</Table>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  None


         (b)      Reports on Form 8-K

                  None

                                       12
<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, 2002                By:  /s/ Anthony J. Kirincic
                                          ----------------------------
                                          Anthony J. Kirincic
                                          President




Dated:   May 15, 2002                By:  /s/ Barry E. Shapiro
                                          -----------------------------
                                          Barry E. Shapiro
                                          Chief Financial Officer
                                          (and principal accounting officer)


                                       13