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 September 30, 1996

_____ 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 November 11, 1996, Issuer had
outstanding 1,302,330 shares of Common Stock, par value $.0001 per share.


                            Page 1 of 13 Total Pages
                             Exhibit Index - Page 12

<PAGE>

PART 1:     FINANCIAL INFORMATION
ITEM 1:     FINANCIAL STATEMENTS

KIRLIN HOLDING CORP. and SUBSIDIARY

Consolidated Statements of Financial Condition

                                                     September 30,  December 31,
                                                         1996           1995
                                                     -------------  ------------
                                                      (Unaudited)
                       ASSETS:

Cash                                                  $    84,172   $   179,944
Securities Owned, at market value:
  U.S. government and agency obligations               18,281,813     3,059,289
  State and municipal obligations                       2,135,988       688,374
  Corporate bonds and other securities                  8,548,833     5,015,643
Furniture, Fixtures and Leasehold Improvements,
  at cost, net of accumulated depreciation
  of $468,376 and $340,208 for
  September 30, 1996 and December 31, 1995,               651,854       484,096
  respectively
Deferred Tax Asset                                                      124,384
Other Assets                                              532,640       234,504
                                                      -----------   -----------
          Total assets                                $30,235,300   $ 9,786,234
                                                      ===========   ===========

        LIABILITIES and STOCKHOLDERS' EQUITY:

Liabilities:
  Securities sold, but not yet purchased,
    at market value                                   $   934,030   $ 1,504,437
  Payable to clearing broker                           21,138,914     2,266,722
  Accrued compensation                                  1,119,121       407,623
  Accounts payable and accrued expenses                   832,883       411,045
  Deferred Tax Liability                                  270,937
                                                      -----------   -----------
          Total liabilities                            24,295,885     4,589,827
                                                      -----------   -----------

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                            5,329,536     5,329,536
  Retained earnings (accumulated deficit)                 609,749      (133,259)
                                                      -----------   -----------

          Total stockholders' equity                    5,939,415     5,196,407
                                                      -----------   -----------

          Total liabilities and
            stockholders' equity                      $30,235,300   $ 9,786,234
                                                      ===========   ===========


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


                                                                               2

<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARY

Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                         Three-Months Ended      Nine-Months Ended
                                            September 30,           September 30,
                                      -----------------------  -----------------------
                                         1996         1995         1996        1995
                                      ----------  -----------  -----------  ----------
                                           (Unaudited)              (Unaudited)
<S>                                   <C>         <C>          <C>          <C>       
Revenues:
  Principal transactions, net         $3,204,057  $ 1,177,821  $ 9,078,371  $4,039,130
  Commissions                          1,066,604    1,397,559    3,310,993   2,963,587
  Other income                           103,743       42,032      293,680     115,013
                                      ----------  -----------  -----------  ----------

                                       4,374,404    2,617,412   12,683,044   7,117,730
                                      ----------  -----------  -----------  ----------
Expenses:
  Employee compensation and benefits   2,397,118    1,623,221    7,491,402   4,443,260
  Promotion and advertising              434,853      204,434    1,071,033     593,756
  Clearance and execution charges        274,815      189,993      749,575     487,581
  Occupancy and communications           418,882      303,474    1,150,418     797,609
  Professional fees                       47,786       51,512      143,020     195,512
  Interest                               150,588       56,519      363,513     119,207
  Other                                  117,364       71,786      328,294     193,750
                                      ----------  -----------  -----------  ----------

                                       3,841,406    2,500,939   11,297,255   6,830,675
                                      ----------  -----------  -----------  ----------

    Income before provision for
      income taxes                       532,998      116,473    1,385,789     287,055

Provision for income taxes               218,917       47,917      642,781     121,819
                                      ----------  -----------  -----------  ----------

    Net income                        $  314,081  $    68,556  $   743,008     165,236
                                      ==========  ===========  ===========  ==========

Net income per common share           $     0.24  $      0.05  $      0.57        0.13
                                      ==========  ===========  ===========  ==========

Weighted average common shares
  outstanding                          1,302,330    1,302,330    1,302,330   1,308,412

Primary Net income per common share   $     0.20               $      0.48
                                      ==========               ===========

Fully Diluted Net income per common   
share                                 $     0.20               $      0.47
                                      ==========               ===========
</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 nine-months ended September 30, 1996
(Unaudited)

                        Common Stock               (Accumulated   
                      ----------------  Additional   Deficit)
                                  Par    Paid-in     Retained          
                       Shares    Value   Capital     Earnings       Total
                      ---------  -----  ----------  ----------   ----------
Stockholders' equity,
  January 1, 1996     1,302,330  $ 130  $5,329,536  $ (133,259)  $5,196,407

Net income                                             743,008      743,008
                      ---------  -----  ----------  ----------   ----------
Stockholders' equity,
  September 30, 1996  1,302,330  $ 130  $5,329,536  $  609,749   $5,939,415
                      =========  =====  ==========  ==========   ==========


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


                                                                               4

<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARY

Consolidated Statements of Cash Flows

                                                       Nine-Months Ended
                                                         September 30,
                                                  --------------------------
                                                       1996         1995
                                                  ------------   -----------
                                                          (Unaudited)
Cash flows from operating activities:
  Net income                                      $    743,008   $   165,236
                                                  ------------   -----------
  Adjustments to reconcile net income to net
   cash used in operating activities:
    Depreciation and amortization                      128,168        90,000
    Amortization of stock options                                     38,070
    Deferred income taxes                              395,321       118,692
    (Increase) in securities owned, at
     market value                                  (20,203,328)   (5,902,629)
    Decrease in prepaid and deferred offering
     costs                                                           781,711
    (Increase) in other assets                        (298,136)      (30,991)
    (Decrease) increase in securities sold,
     but not yet purchased, at market value           (570,407)       63,766
    Increase in payable to clearing broker          18,872,192     1,992,143
    Increase in accrued compensation                   711,498       230,756
    Increase (decrease) in accounts
     payable and accrued expenses                      421,838      (242,151)
                                                  ------------   -----------
       Total adjustments                              (542,854)   (2,860,633)
                                                  ------------   -----------
       Net cash provided by (used in) operating
        activities                                     200,154    (2,695,397)
                                                  ------------   -----------
Cash flows from investing activities:
  Purchase of furniture, fixtures and leasehold
      improvements                                    (295,926)     (307,738)
                                                  ------------   -----------
       Net cash used in investing activities          (295,926)     (307,738)
                                                  ------------   -----------
Cash flows from financing activities:
  Issuance of common stock                                         3,241,589
                                                  ------------   -----------
       Net cash provided by financing activities                   3,241,589
                                                  ------------   -----------
       Net (decrease) increase in cash                 (95,772)      238,454

Cash and cash equivalents, beginning of period         179,944        42,919
                                                  ------------   -----------
       Cash, end of period                        $     84,172   $   281,373
                                                  ============   ===========
Supplemental information:
  Interest paid                                   $    386,537   $   117,781
  Income taxes paid                               $     44,452   $     4,106


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.

      Net income per common share for the three and nine-month periods ended
      September 30, 1996 and 1995 is based on the weighted average number of
      shares outstanding for each period based on the modified treasury stock
      method. For the three and nine-month periods ended September 30, 1996
      primary and fully diluted net income per common share has also been
      calculated since options to purchase common stock have a dilutive effect.
      Accounting Principles Board Opinion No. 15, "Earnings per Share", limits
      the assumed repurchase of shares under the treasury stock method to 20
      percent 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. For the three and nine-month periods ended September
      30, 1996 primary and fully diluted net income per common share was
      computed by dividing net income, adjusted to include interest income, net
      of applicable income taxes, from U.S. government securities or commercial
      paper, by the weighted average number of shares of common stock plus the
      additional common shares resulting from the assumed conversion of all
      options to purchase common stock at the beginning of the period. The
      weighted average number of shares of common stock outstanding and adjusted
      net income for primary and fully diluted net income per common share are
      as follows:

                                                    Three-Months   Nine-Months
                                                        Ended         Ended
                                                      September     September
                                                      30, 1996      30, 1996
                                                    ------------   ----------
                                                           (Unaudited)
        Primary Net Income Per Common Share
        -----------------------------------
        Net Income                                   $  314,081    $  743,008
        Plus: Estimated proceeds from                            
          investment in U.S. government                          
          securities or commercial paper,                        
          net of taxes                                   13,407        47,839
                                                     ----------    ----------
          Net Income used in per                                 
            share calculation                        $  327,488    $  790,847
                                                     ==========    ==========
        Weighted average number of shares                        
        outstanding                                   1,302,330     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                         351,317       351,317
                                                     ----------    ----------
          Total shares                                1,653,647     1,653,647
                                                     ==========    ==========
            Net income per common share              $     0.20    $     0.48
                                                     ==========    ==========


                                                                               6

<PAGE>
                                                                 
KIRLIN HOLDING CORP. and SUBSIDIARY

Notes to Consolidated Financial Statements
(Unaudited)

          Fully Diluted Net Income Per Common Share              
          -----------------------------------------              
            Net Income                               $  314,081    $  743,008
            Plus: Estimated proceeds from                        
              investment in U.S. government                      
              securities or commercial paper,                    
              net of taxes                               12,463        37,388
                                                     ----------    ----------
              Net Income used in per                             
               share calculation                     $  326,544    $  780,396
                                                     ==========    ==========
            Weighted average number of shares                    
              outstanding                             1,302,330     1,302,330
                                                                 
            Plus: Net effect of dilutive                         
            stock options based on the modified                  
            treasury stock method using                          
            the end of period market price                       
            of common stock if higher than                       
            average market price                        351,317       351,317
                                                     ----------    ----------
              Total shares                            1,653,647     1,653,647
                                                     ==========    ==========
                Net income per common share          $     0.20    $     0.47
                                                     ==========    ==========

      For the three and nine-month periods ended September 30, 1995 options to
      purchase common stock have been excluded from the computation of weighted
      average shares outstanding since their inclusion would have an
      antidilutive effect.

      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 nine-month period ended September 30, 1996 are not
      necessarily indicative of the results that may be expected for the full
      year ending December 31, 1996. 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, 1995.

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.


                                                                               7

<PAGE>

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

Results of Operations

      Total revenues for the three and nine-month periods ended September 30,
1996 increased 67.1% and 78.2% to $4,374,404 and $12,683,044, respectively, from
the comparable periods in 1995. This increase is attributable to income
generated from the Company's investment banking and retail brokerage activities,
which is reflective of the general market conditions. As a result, principal
transactions, net increased by 172% and 125%, respectively, for the three and
nine-month periods ended September 30, 1996 from the comparable periods in 1995
directly reflective of the increases in the prices of the shares underlying the
restricted shares and underwriter warrants the Company holds.

      Employee compensation and benefits for the three and nine-month periods
ended September 30, 1996 increased 47.7% and 68.6%, respectively, to $2,397,118
and $7,491,402 from the comparable periods in 1995. 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 and nine-month periods ended
September 30, 1996 increased 113% and 80.4%, respectively, to $434,853 and
$1,071,033 from the comparable periods in 1995 primarily as a result of the
Company's planned increased of advertising expenditures, primarily in television
advertising on the east coast for fixed income securities.

      Clearance and execution charges for the three and nine-month periods ended
September 30, 1996 increased 44.6% and 53.7%, respectively, to $274,815 and
$749,575 from the comparable periods in 1995. The increase in the three and
six-month period is a result of overall higher ticket volume.

      Occupancy and communications costs for the three and nine-month periods
ended September 30, 1996 increased 38% and 44.2% , respectively, to $418,882 and
$1,150,418 from the comparable periods in 1995. This increase is a result of the
establishment and operations of four branch offices on the east and west coast.

      Professional fees for the three and nine-month periods ended September 30,
1996 decreased 7.2% and 26.8% to $47,786 and $143,020 from the comparable
periods in 1995 primarily as a result of a shift of work performed by outside
consultants to internal professional staff.

      Interest expense for the three and nine-month periods ended September 30,
1996 increased 166% and 205%, respectively, to $150,588 and $363,513 from the
comparable periods in 1995 as a result of larger inventory positions held in the
1996 period upon which the Company is charged interest by its clearing broker.

      Other expenses for the three and nine-month periods ended September 30,
1996 increased 63.5% and 69.4%, respectively, to $117,364 and $328,294 from the
comparable periods in 1995 as a result of an increase in general office expenses
primarily as a result of the establishment of branch offices on the east and
west coast.

      Income tax provision for the three and nine-month periods ended September
30, 1996 were $218,917 and $642,781, respectively. 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.

      Net income of $314,081 and $743,008, respectively, for the three and
nine-month periods ended September 30, 1996 compares to net income of $68,556
and $165,236, respectively, for the three and nine-month periods in 1995
primarily as a result of increased revenues in 1996.


                                                                               8

<PAGE>

Liquidity and Capital Resources

      Securities owned, at market value, at September 30, 1996 were $28,966,634
as compared to $8,763,306 at December 31, 1995. This 231% increase is primarily
attributable to specific retail orders in which the related inventory was
reduced shortly thereafter. This increase is also attributable to an improved
retail marketplace for fixed income and equity securities, which increased 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 more active market and greater sales necessitating higher
inventory levels. Approximately 92% of the Company's assets at September 30,
1996 were comprised of cash and highly liquid securities.

      Furniture, fixtures and leasehold improvements, net, at September 30,
1996, increased to $651,854 as compared to $484,096 at December 31, 1995. This
34.7% increase results primarily from additional computer hardware, office
furniture, and leasehold improvements purchased in connection with the
establishment of a branch office on the east coast and conversion of the
Company's operational and quotation system.

      Deferred tax asset at September 30, 1996, decreased 100% as compared to
$124,384 at December 31, 1995. This decrease reflects the adjustment for the
current period's earnings.

      Other assets increased to $532,640 at September 30, 1996, from $234,504 at
December 31, 1995, a 127% increase. This increase is primarily attributable to
interest receivable on inventory held and advances to registered
representatives.

      Securities sold short amounted to $934,030 at September 30, 1996 as
compared to $1,504,437 at December 31, 1995. A portion of the short position at
September 30, 1996 was covered soon thereafter.

      Payable to clearing broker amounted to $21,138,914 at September 30, 1996
as compared to $2,266,722 at December 31, 1995. This 833% increase is a result
of increased inventory purchases on margin.

      Accrued compensation was $1,119,121 at September 30, 1996 as compared to
$407,623 at December 31, 1995, a 175% increase attributable to increased
revenues upon which commission income to registered representatives is based.

      Accounts payable and accrued expenses were $832,883 at September 30, 1996
as compared to $411,045 at December 31, 1995, a 103% increase primarily
attributable to accrued promotion and current taxes payable.

      Deferred tax liability at September 30, 1996, increased 100% to $270,937
as compared to December 31, 1995. This increase reflects the adjustment for the
current period's earnings.

      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.


                                                                               9

<PAGE>

PART II:    OTHER INFORMATION

ITEM 6:     EXHIBITS AND REPORTS ON FORM 8-K

            (a)   Exhibits

                  27. Financial Data Schedule (9/30/96)

            (b)   Reports on Form 8-K

                  None


                                                                              10

<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: November 11, 1996                  By: /s/ Anthony J. Kirincic
                                             ------------------------
                                                  Anthony J. Kirincic
                                                  President and Chief
                                                  Financial Officer


                                                                              11

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number      Description                               Page
------      -----------                               ----

27.         Financial Data Schedule (9/30/96)           13


                                                                              12