U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


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


For the quarterly period ended March 31, 1997


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

For the transition period from ______________________ to ______________________


Commission File number 0-25336


                              KIRLIN HOLDING CORP.
        (Exact Name of Small Business Issuer as Specified in its Charter)



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



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

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

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


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


         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: At May 12, 1997, Issuer had
outstanding 1,302,330 shares of Common Stock, par value $.0001 per share.


<PAGE>


PART 1:               FINANCIAL INFORMATION
ITEM 1:               FINANCIAL STATEMENTS
KIRLIN HOLDING CORP. and SUBSIDIARY


Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>

                                                                                    March 31,                December 31,
                                                                                      1997                      1996
                                                                                   (Unaudited)
                                                                                  --------------             ------------
<S>                                                                                  <C>                         <C> 

                               ASSETS:
Cash                                                                                $   480,591           $     75,304
Securities Owned, at market value:
  U.S. government and agency obligations                                              1,610,053              2,153,235
  State and municipal obligations                                                     2,986,395              4,654,466
  Corporate bonds and other securities                                                4,936,813              6,826,647
  Furniture, Fixtures and Leasehold Improvements, at cost, net of
  accumulated depreciation of $555,319 and $511,096 for
  March 31, 1997 and December 31, 1996, respectively                                    706,514                691,124
  Other Assets                                                                          614,108                637,066
                                                                               ----------------    -------------------
                    Total assets                                                     11,334,474             15,037,842
                                                                               ================    ===================

                               LIABILITIES and STOCKHOLDERS' EQUITY:
  Liabilities:
  Securities sold,  not yet purchased, at market value                                2,537,758              2,019,664
  Payable to clearing broker                                                            188,957              4,586,717
  Accrued compensation                                                                1,271,598              1,174,706
  Accounts payable and accrued expenses                                                 515,326                649,556
  Income taxes payable                                                                  429,621                582,514
                                                                               ----------------    -------------------
                    Total liabilities                                                 4,943,260              9,013,157
                                                                               ----------------    -------------------

  Commitments

  Stockholders' Equity:
  Common stock, $.0001 par value; authorized 15,000,000 shares,
     issued and outstanding 1,302,330                                                       130                    130
  Additional paid-in capital                                                          5,522,036              5,522,036
  Retained earnings                                                                     869,048                502,519
                                                                               ----------------    -------------------
                    Total stockholders' equity                                        6,391,214              6,024,685
                                                                               ----------------    -------------------
                    Total liabilities and stockholders' equity                       $1,334,474            $ 5,037,842
                                                                               ================    ===================

</TABLE>


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

                                        2


<PAGE>


                    KIRLIN HOLDING CORP. and SUBSIDIARY



       Consolidated Statements of Income
<TABLE>
<CAPTION>

                                                                                                Three
                                                                                                Months
                                                                                                Ended
                                                                                               March 31,
                                                                                    1997                     1996
                                                                               --------------            -------------
                                                                                              (Unaudited)
<S>                                                                                 <C>                       <C>   
       Revenues:
  Principal transactions, net                                                     $4,126,860              $2,774,817
  Commissions                                                                      1,070,673               1,126,162
  Other income                                                                       107,071                  83,599
                                                                               --------------          --------------
                                                                                   5,304,604               3,984,578
                                                                               ---------------         --------------
       Expenses:
  Employee compensation and benefits                                               3,713,075               2,477,218
  Promotion and advertising                                                           47,071                 285,688
  Clearance and execution charges                                                    243,120                 254,150
  Occupancy and communications                                                       388,018                 331,631
  Professional fees                                                                   54,224                  30,818
  Interest                                                                            63,646                 107,937
  Other                                                                              133,494                  96,363
                                                                               ---------------         --------------
                                                                                   4,642,648               3,583,805
                                                                               ---------------         --------------
       Income before provision for income taxes                                      661,956                 400,773
  Provision for income taxes (Note 2)                                                295,427                 194,097
                                                                               ---------------         --------------
       Net income                                                                 $  366,529              $  206,676
                                                                               ===============         ==============
  Net income per common share (Note 3)                                            $     0.24              $     0.16
                                                                               ===============         ==============
  Weighted average common shares outstanding                                      $1,302,330              $1,302,330

</TABLE>


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

                                        3


<PAGE>


                       KIRLIN HOLDING CORP. and SUBSIDIARY



Consolidated Statement of Changes in Stockholders' Equity

For the three months ended March 31, 1997
(Unaudited)
<TABLE>
<CAPTION>


                                    Common Stock            
                            -----------------------------         Additional        Retained
                               Shares         Par Value            Capital          Earnings               Total
                            -------------   -------------       -------------    ---------------      ----------------
<S>                             <C>             <C>                  <C>              <C>                   <C> 
Stockholders' equity,
  January 1, 1997            $1,302,330         $130              $5,522,036        $502,519             $6,024,685

    Net income                  ---              ---                 ---             366,529                366,529
                           --------------   --------------      --------------    -------------       -----------------
Stockholders' equity,
  March 31, 1997             $1,302,330         $130              $5,522,036        $869,048             $6,391,214
                           ==============   ==============      ==============    =============       =================

</TABLE>



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

                                        4


<PAGE>


                       KIRLIN HOLDING CORP. and SUBSIDIARY



Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                                Three Months Ended
                                                                                                     March 31,
                                                                                   
                                                                                                1997                1996
                                                                                               ------              ------
                                                                                                       (Unaudited)
<S>                                                                                          <C>                 <C> 
      Cash flows from operating activities:
         Net income                                                                       $   366,529          $   206,676
                                                                                    ------------------     ----------------
         Adjustments  to  reconcile  net  income to net cash  used in  operating
            activities:
               Depreciation and amortization                                                   44,223               38,623
               Deferred income taxes                                                         (165,063)             117,336
               Decrease (increase) in securities owned, at market value                     4,101,087             (958,243)
               Decrease (increase) in other assets                                             22,958             (249,309)
               Increase (decrease) in securities sold, not yet
                  purchased, at market value                                                  518,094             (499,130)
               (Decrease) increase in payable to clearing broker                           (4,397,760)           1,317,992
               Increase in accrued compensation                                                96,892              461,392
               (Decrease) increase in accounts payable and accrued expenses                  (134,230)              17,440
               Increase in income taxes payable                                                12,170
                                                                                    -----------------     -----------------
                    Total adjustments                                                          98,371              246,101
                                                                                    -----------------     -----------------
                    Net cash provided by operating activities                                 464,900              452,777
                                                                                    -----------------     -----------------
         Cash flows from investing activities:
         Purchase of furniture, fixtures and leasehold improvements                          (59,613)              (69,133)
                                                                                    -----------------     -----------------
                    Net cash used in investing activities                                    (59,613)              (69,133)
                                                                                    -----------------     -----------------
                    Net increase in cash                                                     405,287               383,644
         Cash and cash equivalents, beginning of period                                       75,304               179,944
                                                                                    -----------------     -----------------
                    Cash, end of period                                                  $   480,591           $   563,588
                                                                                    =================     =================
         Supplemental information:
         Interest paid                                                                  $     63,646           $   137,649
         Income taxes paid                                                               $   448,320           $    31,100

</TABLE>


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

                                        5


<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY



Notes to Consolidated Financial Statements

(Unaudited)





1.       Organization and Summary of Significant Accounting Policies


         The consolidated  financial  statements  include the accounts of Kirlin
         Holding Corp. and its wholly owned subsidiary,  Kirlin Securities, Inc.
         (collectively the "Company").  The Company,  through Kirlin Securities,
         Inc.  ("Kirlin"),  is a full service,  retail-oriented  brokerage  firm
         specializing  in the  trading  and  sale of  fixed  income  securities,
         including collateralized mortgage obligations,  corporate and municipal
         bonds, and government and government agency securities and, to a lesser
         extent,  mutual  funds  and  equity  securities.   The  Company's  only
         activities,  other than  investments,  have been  through  Kirlin.  All
         material intercompany transactions and balances have been eliminated in
         consolidation.   Kirlin  has  offices  in  New  York,  New  Jersey  and
         California.

         The accompanying  consolidated  financial statements have been prepared
         in accordance with generally accepted accounting principles for interim
         financial  information  and  with  the  instructions  to  Form  10-QSB.
         Accordingly,  they do not include all of the  information and footnotes
         as required by  generally  accepted  accounting  principles  for annual
         financial statements.  In the opinion of management of the Company, all
         adjustments (consisting only of normal recurring adjustments) necessary
         in order to make the  financial  statements  not  misleading  have been
         included.  The  operations for the  three-month  period ended March 31,
         1997 are not necessarily indicative of the results that may be expected
         for the full year ending  December 31, 1997.  For further  information,
         refer to the consolidated  financial  statements and footnotes  thereto
         included in the  Company's  Annual Report on Form 10-KSB for the fiscal
         year ended December 31, 1996.



2.       Income Taxes

         The Company files consolidated  federal income tax returns and combined
         New York,  New Jersey,  and  California  State income tax returns.  The
         provision  for income  taxes  differs  from the amount of income  taxes
         determined by applying the federal statutory rates principally  because
         of the effect of state taxes.



3.       Earnings Per Share

         Net income per common share is based on the weighted  average number of
         shares  outstanding for each period.  For the three-month  period ended
         March 31, 1997,  primary and fully  diluted net income per common share
         have been  calculated  using the modified  treasury  stock method since
         options  to  purchase  common  stock have a  dilutive  effect.  For the
         three-month  period  ended  March 31, 1996  options to purchase  common
         stock have been  excluded  from the  computation  of  weighted  average
         shares  outstanding  since their  inclusion  would have an antidilutive
         effect.  Accounting  Principles  Board  Opinion No. 15,  "Earnings  per
         Share",  limits the assumed  repurchase  of shares  under the  treasury
         stock method to 20% of the shares outstanding. Any excess proceeds from
         the  assumed  exercise  of options  are  assumed to be invested in U.S.
         government  securities or commercial  paper.  Therefore,  net income is
         adjusted for assumed  interest income,  net of applicable  income taxes
         for  purposes of these  calculations.  The weighted  average  number of
         shares of common stock  outstanding and adjusted net income for primary
         and fully  diluted  net  income per  common  share for the  three-month
         period ended March 31, 1997 are as follows:


                                       6
<PAGE>


                                                                Primary and
                                                               Fully Diluted
                                                                 Net Income
                                                                    Per
                                                                Common Share
                                                              ----------------

                                                                 (Unaudited)



 Net Income                                                  $        366,529
 Plus: Estimated proceeds from investment in
         U.S. government securities or
         commercial paper, net of taxes                                13,239
                                                            -- --------------

            Net Income used in calculation                   $        379,768
                                                            == ==============

 Weighted average number of shares outstanding                      1,302,330

 Plus: Net effect of dilutive stock options based on
         the modified treasury stock method using
         the average market price of common stock                     309,367
                                                            -- --------------

            Total shares used in calculation                        1,611,697
                                                            == ==============

 Primary and fully diluted net income per common share       $           0.24
                                                             == ==============





                                        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-QSB and in future filings by the Company with the
Commission,  the words or phrases "will likely result,"  "management expects" or
"the Company expects," "will continue," "is anticipated," "estimated" or similar
expressions  are intended to identify  "forward-looking  statements"  within the
meaning of the Private  Securities  Litigation  Reform Act of 1995.  Readers are
cautioned not to place undue  reliance on any such  forward-looking  statements,
each of which  speak only as of the date made.  Such  statements  are subject to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from  historical   earnings  and  those  presently   anticipated  or
projected.  The Company has no obligation to publicly  release the result of any
revisions  which  may be  made  to any  forward-looking  statements  to  reflect
anticipated or unanticipated events or circumstances occurring after the date of
such statements.

Results of Operations

Three Months Ended March 31, 1997  compared  with Three  Months  Ended March 31,
     1996

     Total  revenues for the  three-month  period ended March 31, 1997 increased
33.1% to $5,304,604  from  $3,984,578  in the  comparable  period in 1996.  This
increase is  attributable  to proceeds  derived from profit taking on securities
received in prior periods from the Company's  investment  banking activities and
income generated from the Company's retail brokerage activities.

     Employee  compensation and benefits for the three-month  period ended March
31, 1997 increased 49.9% to $3,713,075 from $2,477,218 in the comparable  period
in 1996. This increase is primarily due to an increase in commission payments to
the  Company's  traders  and  registered  representatives  as a result of higher
revenues.

     Promotion and advertising  for the three-month  period ended March 31, 1997
decreased  83.5% to  47,071  from  $285,688  in the  comparable  period  in 1996
primarily  as a  result  of  the  Company's  planned  reduction  in  advertising
expenditures,  primarily  in  radio  and  television  advertising,  due  to  the
Company's expectation of sluggish market conditions and a retail product focused
on the Company's existing client base.

     Clearance and execution  charges in the three-month  period ended March 31,
1997 decreased  4.3% to $243,120 from $254,150 in the comparable  period in 1996
as a result of a revised agreement with the Company's clearing broker which lead
to lower ticket charges.

     Occupancy and  communications  costs in the three-month  period ended March
31, 1997  increased 17% to $388,018 from  $331,631 in the  comparable  period in
1996.  This increase is a result of the  establishment  and operations of branch
offices.



                                        8


<PAGE>






     Professional fees in the three-month  period ended March 31, 1997 increased
75.9% to $54,224 from $30,818 in the  comparable  period in 1996  primarily as a
result of an increase in external consultation with outside professionals.

     Interest  expense in the three-month  period ended March 31, 1997 decreased
41% to $63,646  from  $107,937 in the  comparable  period in 1996 as a result of
smaller inventory positions purchased on margin,  which are held at the clearing
broker and charged interest.

     Income tax  provision for the  three-month  period ended March 31, 1997 was
$295,427 as compared to  $194,097  in the  comparable  period in 1996,  which is
consistent with the increase in income before this income tax provision.

     Net income of  $366,529  in the three  month-period  ended  March 31,  1997
compares to net income of $206,676 for the three-month  period in 1996 primarily
as a result of the increase in revenues from the same period in 1996.

Liquidity and Capital Resources

     Securities  owned,  at market value,  at March 31, 1997 were  $9,533,261 as
compared  to  $13,634,348   at  December  31,  1996.   This  30.1%  decrease  is
attributable  to a  sluggish  retail  marketplace  for fixed  income  and equity
securities,  which  decreased  the  Company's  need to  maintain  securities  in
inventory for resale to its customers.  To a significant  extent,  the Company's
inventory  requirements  for  securities  is market  driven,  with a less active
market and lower sales necessitating lower inventory levels. Approximately 80.1%
of the  Company's  assets at March 31,  1997 were  comprised  of cash and highly
liquid securities.

     Furniture,  fixtures and  leasehold  improvements,  net, at March 31, 1997,
increased to $706,514 as compared to $691,124 at December  31,  1996.  This 2.2%
increase  results from  additional  computer  hardware,  office  furniture,  and
leasehold   improvements   purchased  in  connection   with  the  existence  and
maintenance of the Company's offices.

     Other  assets  decreased to $614,108 at March 31,  1997,  from  $637,066 at
December 31, 1996, a 3.6% decrease.  This decrease is primarily  attributable to
interest receivable on inventory held, mutual fund receivables,  and advances to
registered representatives.

     Securities  sold short amounted to $2,537,758 at March 31, 1997 as compared
to $2,019,664 at December 31, 1996.  Management  monitors  these  positions on a
daily basis and covers short positions when deemed appropriate. A portion of the
short position at March 31, 1997 was covered during the subsequent month.

     Payable to  clearing  broker  amounted  to  $188,957  at March 31,  1997 as
compared to $4,586,717 at December 31, 1996.  This 95.9% decrease is a result of
decreased inventory purchases on margin.

     Accrued  compensation  was  $1,271,598  at March 31,  1997 as  compared  to
$1,174,706  at December  31,  1996, a 8.2%  increase  attributable  to increased
revenues upon which commission income to registered representatives is based.


                                        9


<PAGE>






     Accounts  payable and accrued  expenses  were $515,326 at March 31, 1997 as
compared to $649,556 at December  31,  1996, a 20.7%  decrease  attributable  to
accrued promotion,  general office expenses, and an accrued expense related to a
settlement with a customer.

     Income  Taxes  Payable  were  $429,621  at March 31,  1997 as  compared  to
December  31,  1996.  This  decrease  is  comprised  of  current  taxes  payable
reflective of the  adjustment for the current  period's  earnings and payment of
estimated  income  taxes  and  deferred  income  taxes  payable  resulting  from
unrealized appreciation on securities positions.

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

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




                                       10


<PAGE>







PART II:          OTHER INFORMATION

ITEM 6:                    EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  27.      Financial Data Schedule (3/31/97)

         (b)      Reports on Form 8-K

                           None



                                       11


<PAGE>






                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                           Kirlin Holding Corp.
                                           (Registrant)




Dated:   May 12, 1997                      By:   /s/ Anthony J. Kirincic
                                               ----------------------------
                                                   Anthony J. Kirincic
                                           President and Chief Financial Officer






                                       12


<PAGE>






                                  EXHIBIT INDEX

Exhibit
Number            Description                                 Page       

27.               Financial Data Schedule (3/31/97)            14       






                                       13


<PAGE>