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 June 30, 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 August 12, 2003, Issuer had
outstanding 2,029,408 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>
                                                                                          June 30,          December 31,
                                                                                            2003                2002
                                                                                      -----------------   ------------------
                                                                                        (Unaudited)
                                     ASSETS:
<S>                                                                                   <C>                 <C>
Cash and cash equivalents                                                             $      3,679,520    $       3,035,084
Due from Clearing Brokers                                                                    1,319,675              559,303
Securities Owned:
   U.S. government and agency obligations, at market value                                      95,210              320,103
   State and municipal obligations, at market value                                            789,950              757,450
   Corporate bonds and other securities, at market value                                     1,492,035              705,967
   Nonmarketable securities, at fair value                                                      72,892               72,725
Rebate Receivable                                                                              970,000              964,000
Representative Loans                                                                           367,741              547,914
Furniture, Fixtures and Leasehold Improvements, at cost, net of accumulated
    depreciation of $2,855,330 and $2,944,342, respectively                                    290,075              574,986
Deferred Tax Assets, net of valuation allowances of $2,365,517 and $4,119,640,
    respectively                                                                             1,250,592                 -
Other Assets                                                                                   665,688              637,924
                                                                                      -----------------   ------------------

               Total assets                                                           $     10,993,378    $       8,175,456
                                                                                      =================   ==================

                      LIABILITIES and STOCKHOLDERS' EQUITY:

Liabilities:
   Securities sold,  not yet purchased, at market value                               $        249,341    $         143,205
   Accrued compensation                                                                      1,949,380            1,694,183
   Accounts payable and accrued expenses                                                     2,236,886            2,269,672
                                                                                      -----------------   ------------------

               Total liabilities                                                             4,435,607            4,107,060
                                                                                      -----------------   ------------------


   Subordinated liabilities                                                                  2,187,500            2,500,000
                                                                                      -----------------   ------------------

Commitments and Contingencies

Stockholders' Equity:
   Common stock, $.0001 par value; authorized 7,000,000 shares, issued and
      outstanding 1,982,790 and 1,798,224 shares, respectively                                     198                  180
   Additional paid-in capital                                                               16,239,793           16,226,346
   Unearned Stock Compensation                                                                (211,702)            (283,409)
   Accumulated deficit                                                                     (11,658,018)         (14,374,721)
                                                                                      -----------------   ------------------

               Total stockholders' equity                                                    4,370,271            1,568,396
                                                                                      -----------------   ------------------

               Total liabilities and stockholders'  equity                            $     10,993,378    $       8,175,456
                                                                                      =================   ==================
</TABLE>

See Notes to Consolidated Financial Statements
                                                                               2

<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                                  Three-Months Ended                  Six-Months Ended
                                                                       June 30,                           June 30,
                                                           ----------------------------------  --------------------------------
                                                                2003               2002             2003            2002
                                                           ----------------  ----------------  --------------- ----------------
                                                                        (Unaudited)                     (Unaudited)
<S>                                                        <C>               <C>              <C>               <C>
Revenues:
   Principal transactions, net                             $       259,612   $       (50,221) $       419,243  $      (256,696)
   Commissions                                                   5,659,944         4,508,480        9,907,924        9,970,189
   Investment Banking                                              465,000           563,329          465,000          906,311
   Other income                                                    736,284           577,576        1,329,471        1,260,510
                                                           ----------------  ---------------- ---------------- ----------------

                                                                 7,120,840         5,599,164       12,121,638       11,880,314
                                                           ----------------  ---------------- ---------------- ----------------
Expenses:
   Employee compensation and benefits                            4,494,033         3,852,393        7,818,261        9,090,434
   Promotion and advertising                                        42,717           107,209          116,857          202,584
   Clearance and execution charges                                 142,983           134,029          253,730          301,422
   Occupancy and communications                                    866,040           978,293        1,653,696        2,093,192
   Professional fees                                               217,388           356,824          358,346          486,499
   Interest                                                          8,120           (21,147)          (6,086)          (2,793)
   Other                                                           337,477           743,940          516,122        1,244,148
                                                           ----------------  ---------------- ---------------- ----------------

                                                                 6,108,758         6,151,541       10,710,926       13,415,486
                                                           ----------------  ---------------- ---------------- ----------------

   Income (loss) before income tax benefit                       1,012,082          (552,377)       1,410,712       (1,535,172)

Income tax benefit                                                 507,738           213,440        1,305,991          537,230
                                                           ----------------  ---------------- ---------------- ----------------

   Net income (loss)                                       $     1,519,820   $      (338,937) $     2,716,703  $      (997,942)
                                                           ================  ================ ================ ================

Basic earnings (loss) per common share                     $          0.77   $         (0.18) $          1.41  $         (0.53)
                                                           ================  ================ ================ ================

Weighted-average shares outstanding                              1,982,850         1,873,357        1,929,132        1,883,904
                                                           ================  ================ ================ ================

Diluted earnings (loss) per common share                   $          0.71   $         (0.18) $          1.35  $         (0.53)
                                                           ================  ================ ================ ================

Adjusted weighted-average shares outstanding                     2,136,694         1,873,357        2,006,054        1,883,904
                                                           ================  ================ ================ ================
</TABLE>
See Notes to Consolidated Financial Statements
                                                                               3


<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statement of Changes in Stockholders' Equity

For the six months ended June 30, 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                 256,834             25         532,664           17,428           -              550,117

Stock forfeitures               (72,268)            (7)       (519,217)          54,279           -             (464,945)

Net income                         -               -              -                -           2,716,703       2,716,703
                          --------------  -------------   -------------  ---------------   --------------  --------------

Stockholders' equity,
   June 30, 2003              1,982,790   $        198    $ 16,239,793   $     (211,702)   $ (11,658,018)   $  4,370,271
                          ==============  =============   =============  ===============   ===============  =============


</TABLE>
See Notes to Consolidated Financial Statements
                                                                               4

<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARIES

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                              Six Months Ended
                                                                                                  June 30,
                                                                                    --------------------------------------
                                                                                           2003                2002
                                                                                    -------------------  -----------------
                                                                                                 (Unaudited)
<S>                                                                                 <C>                  <C>
Cash flows from operating activities:
   Net income (loss)                                                                $      2,716,703     $    (997,942)
                                                                                    -------------------  -----------------
   Adjustments to reconcile net income (loss) to net cash provided by operating
      activities:
         Depreciation                                                                        214,233            325,146
         Amortization                                                                        -                  120,833
         Deferred income taxes                                                            (1,250,592)           719,862
         (Increase) decrease in nonmarketable securities                                        (167)           428,828
         Noncash compensation                                                                 85,173            377,942
         Loss on disposal of fixed assets                                                     70,678            -
         (Increase) in securities owned, at market value                                    (593,675)           (77,968)
         (Increase) decrease in receivable from clearing brokers                            (760,372)         1,248,122
         (Increase) in income taxes receivable                                               -               (1,213,881)
         (Increase) in other assets                                                          (27,764)        (1,512,517)
         (Increase) in rebate receivable                                                      (6,000)          (443,000)
         Decrease in representative loans                                                    180,173            382,404
         (Decrease) in securities sold, not yet purchased, at market value                   106,136          2,140,590
         Increase in accrued compensation                                                    255,197             49,350
         (Decrease) increase in accounts payable and accrued expenses                        (32,786)            40,702
                                                                                    -------------------  -----------------

               Total adjustments                                                          (1,759,766)         2,586,413
                                                                                    -------------------  -----------------

               Net cash provided by operating activities                                     956,937          1,588,471
                                                                                    -------------------  -----------------

Cash flows from investing activities:
   Purchase of furniture, fixtures and leasehold improvements                                -                  (66,339)
   Acquisition of other businesses, net of cash                                              -                  (91,330)
                                                                                    -------------------  -----------------

               Net cash used in investing activities                                         -                 (157,669)
                                                                                    -------------------  -----------------

Cash flows from financing activities:
   Subordinated liabilities                                                               (312,500)           2,500,000
   Repurchases of stock                                                                      -                 (608,499)
                                                                                    -------------------  -----------------

               Net cash provided by financing activities                                  (312,500)           1,891,501
                                                                                    -------------------  -----------------

Net increase in cash and cash equivalents                                                    644,436          3,322,303

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

               Cash and cash equivalents, end of period                             $      3,679,520     $    4,294,389
                                                                                    ===================  =================

Supplemental disclosures of consolidated cashflow information:
   Interest paid                                                                    $          9,661     $        3,507
   Income taxes paid                                                                $          6,192     $        7,776

Supplemental disclosures of noncash investing and financing activities:
   Common stock awards, net of forfeitures                                          $         85,173     $      377,942

</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 and six-month  periods
     ended June 30, 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 and  six-month  periods  ended June 30,  2002 have been
     reclassified,  where  appropriate,  to conform to the  financial  statement
     presentation used at June 30, 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:


                                                                               6
<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARIES

Notes to Consolidated Financial Statements
(Unaudited)

                                                  Three-Months       Six-Months
                                                     Ended             Ended
                                                  June 30, 2003    June 30, 2003
                                                 --------------  ---------------

          Net income (loss) - as reported        $   1,519,820    $   2,716,703

             Deduct: Total stock based employee
             compensation expense determined
             under the fair value based method        (144,713)        (289,426)
                                                 --------------  ---------------

          Net income (loss) - pro forma          $   1,375,107    $   2,427,277
                                                 ==============  ===============

          Basic income per common share -
             as reported                         $        0.77    $        1.41

          Diluted income per common share -
             as reported                         $        0.71    $        1.35

          Basic income per common share -
             pro forma                           $        0.69    $        1.26

          Diluted income per common share -
             pro forma                           $        0.64    $        1.21


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 $2,365,517 at June 30, 2003 and $4,119,640 at December 31, 2002.

     The Company has a federal net operating loss  carryforward of approximately
     $2,600,000 available to offset taxable income through 2022.


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 and six-month  periods ended June 30, 2002,  potential  common shares

                                                                               7
<PAGE>
KIRLIN HOLDING CORP. and SUBSIDIARIES

Notes to Consolidated Financial Statements
(Unaudited)

     have not been included in the  computation  of diluted EPS since the effect
     would be antidilutive.

4.   Contingencies

     In March 2003, the NASD Department of Enforcement  commenced a disciplinary
     proceeding  against Kirlin Securities and two of its officers or employees,
     including  the President of the Company and Co-Chief  Executive  Officer of
     Kirlin  Securities,  related to sales of certain fixed income securities to
     clients of Kirlin  Securities  from November 1995 to late 1999.  Certain of
     these  securities were issued in $250,000  denominations.  The NASD alleged
     that Kirlin Securities violated provisions of the NASD Conduct Rules and/or
     federal  securities  laws related to the following  (all of which  activity
     occurred  prior to December  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  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 the federal  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
     alleged  violations.  The NASD Complaint seeks the imposition of sanctions,
     restitution and costs. The Company intends to vigorously  defend itself but
     cannot predict the outcome of this 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 July 2003, the NASD  Department of Enforcement  commenced a disciplinary
     proceeding  against Kirlin  Securities  and three of its former  registered
     representatives alleging violations of the NASD Conduct Rules in connection
     with certain purchases or sales of equity securities by customers of Kirlin
     Securities in 1999 and 2000. In  particular,  the NASD staff  contends that
     the transaction  charges imposed on a small  percentage of the transactions
     emanating  from a single  branch  office of Kirlin  Securities  during this
     period  were  excessive  or  unreasonable  in  light  of the  circumstances
     surrounding  those trades,  in violation of NASD rules. The NASD staff also
     contends  that Kirlin  Securities  and a former  branch  manager  failed to
     supervise  reasonably  certain registered  representatives  regarding these
     transactions  and  did  not  maintain  or  enforce  supervisory  procedures
     reasonably  designed to ensure  compliance with applicable  rules. The NASD
     Complaint seeks the imposition of sanctions,  including  disgorgement,  and
     costs.  The Company intends to vigorously  defend itself but cannot predict
     the  outcome  of this  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.

     Also in July 2003, the NASD staff informed  Kirlin  Securities  that it has
     made  a  preliminary  determination  to  recommend  the  commencement  of a
     disciplinary  proceeding  against Kirlin Securities and four of its present
     or former  employees  concerning  alleged  violations  of NASD rules and/or
     federal  securities laws or regulations  related to  transactions  effected
     during  late 1999 in three  securities  accounts  associated  with a single
     customer.  The potential  allegations  include  violations of the antifraud
     provisions  of the federal  securities  laws and NASD Conduct Rules related
     to: (i)  undisclosed  markups or markdowns  in the amount of  approximately
     $692,000; (ii) the falsification or destruction of certain trade tickets or
     other records;  (iii) false and misleading  confirmation  statements;  (iv)
     failures to obtain best execution; and (v) numerous trade reporting errors.
     In addition,  the NASD staff has  indicated  that it may allege that Kirlin
     Securities  and a former  branch  manager  failed to  supervise  reasonably
     conduct by a registered  representative  and a sales supervisor  related to

                                                                               8
<PAGE>
KIRLIN HOLDING CORP. and SUBSIDIARIES

Notes to Consolidated Financial Statements
(Unaudited)

     these  customer  accounts  and that  Kirlin  Securities  failed to maintain
     adequate  supervisory  procedures.  Kirlin  Securities  has  been  given an
     opportunity to respond to the potential  recommendation  by the NASD staff.
     The Company cannot predict with  certainty  whether the NASD  Department of
     Enforcement  will  commence  a  disciplinary  proceeding  related  to these
     matters,  and if so, the precise  nature or scope of any such  disciplinary
     proceeding or whether such proceeding  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.


                                                                               9
<PAGE>

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


Forward-Looking Statements

     When used in this Form 10-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  Company   changed  its  valuation
          allowance.  At June 30, 2003 the valuation  allowance is approximately
          65% of its  deferred  tax  assets  related to its net  operating  loss
          carryforwards and other temporary  differences.  This change arose due
          to the developments during the first six-months of 2003, including the
          recordation of income from  operations for the six-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,  investment  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

                                                                              10
<PAGE>

          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
          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 June 30, 2003 resulted in an
          accrued liability of approximately $243,000.

          The Company is involved in several disciplinary  proceedings commenced
          by the NASD that are discussed in Part II, Item 1, Legal  Proceedings.
          The Company intends to vigorously defend itself but cannot predict the
          outcome of these matters and is unable to determine  whether they will
          have a material adverse effect on the consolidated financial condition
          of the Company. As a result the Company has not established an accrued
          liability or reserve with respect to these  matters at this time.  The
          ultimate  resolution of these  matters  could have a material  adverse
          effect.


          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

                                                                              11

<PAGE>

          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 and six-month periods ended June
30, 2003 increased to $259,612 and $419,243,  respectively,  from the comparable
periods  in 2002.  The  increase  is  attributable  to  unrealized  gains in the
Company's  investment  account and the value of warrants the Company received in
connection with its investment  banking  activities,  and an increase in revenue
related to equity and fixed income business for which the Company  maintained an
inventory.

     Commissions  for the  three  and  six-month  periods  ended  June 30,  2003
increased  25.5% and decreased 1%,  respectively,  to $5,659,944  and $9,907,924
from the comparable  periods in 2002. The change during the  three-month  period
ended  June  30,  2003 is  primarily  attributable  to the  Company's  increased
business in equity  securities,  mutual  funds,  and fees for  facilitating  the
trading  strategy of customers.  Commissions  during the six-month  period ended
June 30,  2003 did not  increase  due to  non-repetitive  commissions  generated
during the six-month  period ended June 30, 2002 from a debt  conversion  and an
initial public offering.

     Investment  banking for both the three and six-month periods ended June 30,
2003 was $465,000, decreasing 17.5% and 48.7%, respectively, from the comparable
periods in 2002.  During the three-month  period ended June 30, 2003 the Company
acted as the placement  agent for the  acquisition of Montana Mills Bread Co. by
Krispy Kreme Donuts. During the six-month period ended June 30, 2002 the Company
earned investment banking fees of approximately  $363,000 from a debt conversion
and approximately $563,000 from an initial public offering.

     Other  income  for the three and  six-month  periods  ended  June 30,  2003
increased  27.5% and 5.5%,  respectively,  to $736,284 and  $1,329,471  from the
comparable  periods in 2002.  The  increase  is  primarily  attributable  to the
increase in transactional and account balance rebates the Company is entitled to
from its clearing broker.

     Employee  compensation  and  benefits for the three and  six-month  periods
ended  June 30,  2003  increased  16.7%  and  decreased  14%,  respectively,  to
$4,494,033 and $7,818,261  from the comparable  periods 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  six-month  period  ended  June 30,  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%  during the first
three months of the period. Other key management personnel also agreed to reduce
their base salaries during this period.  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. Additionally, during
the three-month  period ended June 30, 2003 the Company collected an outstanding
loan from a former employee that was written off in a prior year.  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 and six-month  periods ended June
30, 2002 decreased 60.2% and 42.3%,  respectively,  to $42,717 and $116,857 from
the  comparable  periods 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.

                                                                              12
<PAGE>

     Clearance and execution  charges for the three and six-month  periods ended
June 30, 2003 increased 6.7% and decreased 15.8%, respectively,  to $142,983 and
$253,730 from the comparable periods in 2002 primarily as a result of higher and
lower ticket volume in the respective periods.

     Occupancy  and  communications  costs for the three and  six-month  periods
ended June 30, 2003  decreased  11.5% and 21%,  respectively,  to  $866,040  and
$1,653,696  from the  comparable  periods 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
were 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. Finally,  during the three-month period
ended June 30, 2003,  the Company  recognized a loss for  approximately  $71,000
related to the disposal of fixed assets in the  Company's  New York City office,
which  was  closed,  and  its  Red  Bank  office,   which  lease  expired.   The
representative's  located in these closed  offices were  primarily  relocated to
other offices.

     Professional  fees for the three and six-month  periods ended June 30, 2003
decreased  39.1% and 26.3%,  respectively,  to $217,388  and  $358,346  from the
comparable  periods in 2002. The decrease is reflective of  non-recurring  legal
fees in the prior  period,  as well as the shift  toward  more  legal work being
performed  internally by the Company.  Outside counsel has been and continues to
be used in certain  customer  arbitrations  and  regulatory  matters  related to
potential  violations  of NASD Conduct  Rules and/or  Federal  securities  laws.
Professional  fees are 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.  During  June 2003 the  Company  was  informed  that the final
settlement amounts to $227,000, which was fully accrued prior to the time of the
final  payment.  For the period from December 2001 through May 2003, the Company
continued to accrue on a monthly basis an amount equivalent to the straight-line
rent related to the San Diego lease.

     Interest  expense for the three and  six-month  periods ended June 30, 2003
increased 138% and decreased 118%, respectively, to $8,120 and $(6,086) from the
comparable  periods in 2002.  Interest expense  increased during the three-month
period ended June 30, 2003  primarily due to the reversal  during the comparable
period  in 2002 of  accrued  interest  related  to Kirlin  Securities'  deferred
commission  plan and  arose  from  the  termination  of  employment  of  certain
registered  representatives.  Non-vested deferred commission interest related to
terminated representatives is immediately forfeited. During the six-month period
ended June 30, 2003 the interest related to terminated  representatives exceeded
the interest  cost related to existing  representatives  by $6,086.  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 and  six-month  periods  ended June 30, 2003
decreased  54.6% and 58.5%,  respectively,  to $337,477  and  $516,122  from the
comparable periods in 2002 primarily as a result of no new significant  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 for 2002 which resulted in lower  incurred  charges paid
during 2003.  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.

                                                                              13
<PAGE>

     Income tax benefit for the three and six-month  periods ended June 30, 2003
were $507,738 and 1,305,991,  respectively. This income tax benefit incorporates
the expected usage of the Company's net operating loss carryforward.  During the
period  the  Company  changed  its  valuation  allowance.  At June 30,  2003 the
valuation  allowance is approximately  65% of 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.

     Net income of $1,519,820 and $2,716,703 for the three and six-month periods
ended June 30, 2003  compares to net loss of $338,937 and $997,942 for the three
and six-month  periods ended June 30, 2002.  This  resulted  primarily  from the
change in revenues and expenses discussed above.


Liquidity and Capital Resources

     At June 30, 2003,  approximately 67% of the Company's assets were comprised
of cash and highly liquid securities.

     Cash  and cash  equivalents  amounted  to  $3,679,520  at June 30,  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  $1,319,675  at June 30,  2003 as
compared to  $559,303 at December  31,  2002.  This 136%  increase is  primarily
attributable to increased  receivables related to agency commissions owed to the
Company and cash balances  maintained in the Company's trading's accounts at the
end of the quarter.

     Securities Owned at June 30, 2003 were $2,450,087 as compared to $1,856,245
at December 31, 2002.  This increase is primarily  reflective of the increase in
equity securities  maintained in the Company's  investment  account which should
yield a higher  paying  dividend as compared  to the current  money  market fund
rate. The above  increase is offset by a decrease in U.S.  government and agency
obligations held in inventory with respect to the Company's retail activities.

     Rebate  Receivable  amounted  to  $970,000  at June 30, 2003 as compared to
$964,000 at December 31, 2002. This line item is basically  unchanged,  however,
during the period the Company  generated  income and fees which  increased  this
line item by  $318,500  offset by the  collection  of  $312,500  of this  rebate
receivable.  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.  In the future,  the rebate is supposed to be paid by the
clearing  broker  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.

     Representative  Loans at June 30, 2003  amounted to $367,741 as compared to
$547,914 at December  31, 2002.  This 32.9%  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 June 30, 2003,
decreased to $290,075 as compared to $574,986 at December  31, 2002.  This 49.6%
decrease  primarily  results  from  the  depreciation  of fixed  assets  and the
write-off  of fixed  assets  for  approximately  $71,000  located  in two branch
offices as previously discussed in the occupancy and communications in Result of
Operations.

                                                                              14
<PAGE>

     Deferred  Tax  Assets,  net at June 30,  2003  amounted  to  $1,250,592  as
compared to $0 at December 31, 2002.  The deferred tax asset changed  during the
period due to the expected  utilization  of the  Company's  net  operating  loss
carryforward  and the change in its  valuation  allowance.  At June 30, 2003 the
valuation  allowance is approximately  65% of 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 June 30, 2003 the deferred tax assets amount to approximately
$3,616,000  and  the  recorded  valuation  allowance  amounts  to  approximately
$2,366,000.  If the Company continues to be profitable then it anticipates being
able to use the entire deferred tax asset.

     Other assets  increased by 4.4% to $665,688 at June 30, 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 and
mutual funds.  Commissions related to the unit investment trusts are expected to
be paid approximately  sixty to ninety days after their closing dates, while the
mutual fund  commissions  were  collected  entirely  during July 2003. The above
increase is offset by (i)  decrease of a net  receivable  related to three legal
matters whereby the receivables that existed at December 31, 2002 related to two
matters  were  satisfied  and a new  receivable  was  established  for one other
matter;  (ii)  decrease in the rent  deposits  related to three of the Company's
leases,  two of which were  forfeited as part of the early  termination of those
leases;  and (iii) decrease in prepaid  expenses  related to the amortization of
expenses related to the Company's operations.

     Securities sold, not yet purchased amounted to $249,341 at June 30, 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  $1,949,380  at June  30,  2003 as  compared  to
$1,694,183  at December  31,  2002, a 15.1%  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 June 30, 2003 were $2,236,886 as
compared to  $2,269,672  at December 31, 2002,  a 1.4%  decrease.  The change is
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  decreased  due to the  payment  of 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 was 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.  To a lesser  extent
this  line  item  increased  due to the  increase  in  payables  related  to the
Company's general business.

     Subordinated  liability amounted to $2,187,500 at June 30, 2003 as compared
to  $2,500,000  at December  31,  2002.  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.
During the six-month  period ended June 30, 2003 the Company repayed $312,500 of
this subordinated loan back to the clearing broker,  which payment was 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

                                                                              15
<PAGE>

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 is involved in several  disciplinary  proceedings  commenced by
the NASD that are discussed in Part II, Item 1, Legal  Proceedings.  The Company
intends to  vigorously  defend  itself but cannot  predict  the outcome of these
matters and is unable to  determine  whether  they 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 June 30, 2003 and the effects these  obligations  are expected
to have on our consolidated  liquidity and cash flow in future years. This table
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               $    161,852     $     75,886      $     51,906     $      22,614     $    11,446     $       -
Office Lease obligations       1,767,401          552,836           824,596           309,486          80,483             -
Employment contract
  obligations                  3,900,833          377,500           755,000           755,000         755,000         1,258,333
                            ------------    -------------     -------------    --------------    ------------    --------------

                             $ 5,830,086     $  1,006,272      $  1,631,502     $   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

                                                                              16
<PAGE>

and liquidity risks and risks  associated  with asset  revaluation are increased
because these risks for us are concentrated.



ITEM 4. CONTROLS AND PROCEDURES.

     An evaluation of the effectiveness of the Company's disclosure controls and
procedures  as of June 30,  2003 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,  they 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.  During the most recently completed fiscal
quarter,  there has been no significant change in the Company's internal control
over financial reporting that has materially  affected,  or is reasonably likely
to materially affect, the Company's internal control over financial reporting.











                                                                              17

<PAGE>



PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

     In March 2003, the NASD Department of Enforcement  commenced a disciplinary
proceeding  against  Kirlin  Securities  and two of its  officers or  employees,
including the President of the Company and Co-Chief  Executive Officer of Kirlin
Securities,  related to sales of certain  fixed income  securities to clients of
Kirlin  Securities from November 1995 to late 1999.  Certain of these securities
were issued in $250,000  denominations.  The NASD alleged that Kirlin Securities
violated  provisions of the NASD Conduct Rules and/or  federal  securities  laws
related to the  following  (all of which  activity  occurred  prior to  December
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 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 the federal  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
alleged  violations.  The NASD  Complaint  seeks the  imposition  of  sanctions,
restitution  and costs.  The Company  intends to  vigorously  defend  itself but
cannot  predict  the  outcome  of this  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 July 2003, the NASD  Department of Enforcement  commenced a disciplinary
proceeding  against  Kirlin  Securities  and  three  of  its  former  registered
representatives alleging violations of the NASD Conduct Rules in connection with
certain  purchases  or  sales  of  equity  securities  by  customers  of  Kirlin
Securities in 1999 and 2000.  In  particular,  the NASD staff  contends that the
transaction charges imposed on a small percentage of the transactions  emanating
from a single  branch  office of  Kirlin  Securities  during  this  period  were
excessive  or  unreasonable  in light  of the  circumstances  surrounding  those
trades,  in violation of NASD rules.  The NASD staff also  contends  that Kirlin
Securities and a former branch manager  failed to supervise  reasonably  certain
registered  representatives regarding these transactions and did not maintain or
enforce  supervisory  procedures  reasonably  designed to ensure compliance with
applicable  rules.  The  NASD  Complaint  seeks  the  imposition  of  sanctions,
including  disgorgement,  and costs.  The Company  intends to vigorously  defend
itself but cannot predict the outcome of this  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.

     Also in July 2003, the NASD staff informed  Kirlin  Securities  that it has
made a preliminary determination to recommend the commencement of a disciplinary
proceeding against Kirlin Securities and four of its present or former employees
concerning  alleged  violations of NASD rules and/or federal  securities laws or
regulations  related  to  transactions   effected  during  late  1999  in  three
securities accounts associated with a single customer. The potential allegations
include  violations of the antifraud  provisions of the federal  securities laws
and NASD Conduct Rules related to: (i)  undisclosed  markups or markdowns in the
amount of  approximately  $692,000;  (ii) the  falsification  or  destruction of
certain trade tickets or other records; (iii) false and misleading  confirmation
statements;  (iv)  failures to obtain best  execution;  and (v)  numerous  trade
reporting errors.  In addition,  the NASD staff has indicated that it may allege
that  Kirlin  Securities  and  a  former  branch  manager  failed  to  supervise
reasonably conduct by a registered representative and a sales supervisor related
to these  customer  accounts  and that  Kirlin  Securities  failed  to  maintain
adequate supervisory procedures. Kirlin Securities has been given an opportunity
to respond to the potential recommendation by the NASD staff. The Company cannot
predict with certainty  whether the NASD Department of Enforcement will commence
a  disciplinary  proceeding  related to these  matters,  and if so, the  precise
nature or scope of any such  disciplinary  proceeding or whether such proceeding
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

                                                                              18
<PAGE>

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.


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>

     4/1/03       Options to           9,284         Options granted under             4(2)          Fully exercisable
                  purchase                           1994 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 $1.92 per share.


     4/1/03       Options to           22,750        Options granted under             4(2)          Fully exercisable
                  purchase                           1996 Stock Plan - no                            commencing 4/1/06
                  Common Stock                       cash consideration                              until 10 years from
                                                     received by the Company.                        date of grant, at an
                                                                                                     exercise price of
                                                                                                     $1.65 per share.


    4/29/03       Options to          400,000        Options granted under             4(2)          Fully exercisable
                  purchase                           1996 Stock Plan - no                            commencing 4/29/06
                  Common Stock                       cash consideration                              until 7 years from
                                                     received by the Company.                        date of grant, at an
                                                                                                     exercise price of
                                                                                                     $1.45 per share.


    4/29/03       Options to          170,000        Options granted under             4(2)          Fully exercisable
                  purchase                           1994 Stock Plan - no                            commencing 4/29/07
                  Common Stock                       cash consideration                              until 7 years from
                                                     received by the Company.                        date of grant, at an
                                                                                                     exercise price of
                                                                                                     $1.45 per share.


    4/29/03       Options to           45,000        Options granted under             4(2)          Fully exercisable
                  purchase                           1994 Stock Plan - no                            commencing 4/29/04
                  Common Stock                       cash consideration                              until 5 years from
                                                     received by the Company.                        date of grant, at an
                                                                                                     exercise price of
                                                                                                     $1.45 per share.

</TABLE>


ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Company held its Annual  Meeting of  Stockholders  on June 23, 2003. At
the meeting the director nominated for election,  Harold Paul, was re-elected to
a three year term expiring in 2006 with  1,591,468  shares voted in favor of his
election and 426,380  shares  withheld  authority to vote. The term of office of
Anthony J.  Kirincic  and John  Milcetich  will expire at the Annual  Meeting of
Stockholders held in 2004 and the terms of office of David O. Lindner and Edward
J. Casey will expire at the Annual Meeting of Stockholders  held in 2005. At the
meeting  the  stockholders  authorized  an  amendment  to the 1996 Stock Plan to

                                                                              19
<PAGE>

increase the number of shares of common stock  available for issuance  under the
plan from 1,000,000  shares of common stock to 2,500,000  shares of common stock
with  1,070,450  shares voted in favor of this  amendment,  45,621  shares voted
against this amendment,  5,858 shares abstained from the vote of this amendment,
and 495,921 shares were broker non-votes.


ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

     (a)      10.3.1      Amendment, approved by stockholders on June 23,
                          2003, to 1996 Stock Plan.

              10.21.1     Amendment, dated June 23, 2003, to Employment
                          Agreement, dated August 29, 2001 between
                          Registrant and David O. Lindner.

              10.22.1     Amendment, dated June 23, 2003, to Employment
                          Agreement, dated August 29, 2001 between
                          Registrant and Anthony J. Kirincic.

              131.1       Section 302 Certification of Chief Executive Officer.

              31.2        Section 302 Certification of Chief Financial Officer.

              31.2        Section 906 Certification.

     (b) Reports on Form 8-K

              None

                                                                              20

<PAGE>



                                   SIGNATURES


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


                                         Kirlin Holding Corp.
                                         ----------------------------
                                         (Registrant)



Dated:   August 14, 2003                  By: /s/ Anthony J. Kirincic
                                              -----------------------
                                              Anthony J. Kirincic
                                              President



Dated:   August 14, 2003                  By: /s/ Barry E. Shapiro
                                              -----------------------
                                              Barry E. Shapiro
                                              Chief Financial Officer
                                              (and principal accounting officer)


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