U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


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

For the quarterly period ended March 31, 1998


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


For the transition period from ______________________ to ______________________


Commission File number 0-25336


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



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


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

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

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


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


State the number of shares outstanding of each of the issuer's classes of common
equity,  as of  the  latest  practicable  date:  At  May  7,  1998,  Issuer  had
outstanding 2,802,764 shares of Common Stock, par value $.0001 per share.



<PAGE>

PART 1:   FINANCIAL INFORMATION
ITEM 1:   FINANCIAL STATEMENTS


KIRLIN HOLDING CORP. and SUBSIDIARY


Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>
                                                                                                  
                                                                                          March 31,         December 31,
                                                                                            1998               1997
                                     ASSETS:                                           --------------      ------------
                                                                                        (Unaudited)
<S>                                                                                   <C>                  <C>         
Cash                                                                                  $     223,353        $    316,219
Securities Owned, at market value:
         U.S. government and agency obligations                                           3,324,946           2,949,723
         State and municipal obligations                                                  2,223,794           1,618,284
         Corporate bonds and other securities                                             9,744,239          10,063,391
Furniture, Fixtures and Leasehold Improvements, at cost, net of
         accumulated depreciation of $781,035 and $713,626 for
         March 31, 1998 and December 31, 1997, respectively                                 794,327             836,832
Other Assets                                                                                948,918           1,109,559
                                                                                      -----------------      -------------

                    Total assets                                                      $  17,259,577        $ 16,894,008
                                                                                      =================      =============

                      LIABILITIES and STOCKHOLDERS' EQUITY:

Liabilities:
         Securities sold,  not yet purchased, at market value                         $   1,836,787        $  1,599,279
         Payable to clearing broker                                                       2,557,058           2,828,519
         Accrued compensation                                                             1,289,350           2,194,143
         Accounts payable and accrued expenses                                              525,741             509,649
         Deferred taxes payable                                                           1,501,304           1,197,696
                                                                                      -----------------     -------------

                    Total liabilities                                                     7,710,240           8,329,286
                                                                                      -----------------     -------------

Commitments

Stockholders' Equity (Note 2):
         Common stock, $.0001 par value; authorized 15,000,000 shares,
            issued and outstanding 2,802,764 and 2,720,264 shares, respectively                 280                 272
         Additional paid-in capital                                                       6,354,187           5,869,508
         Retained earnings                                                                3,194,870           2,694,942
                                                                                      -----------------     -------------

                    Total stockholders' equity                                            9,549,337           8,564,722
                                                                                      -----------------     -------------

                    Total liabilities and stockholders'  equity                       $  17,259,577        $ 16,894,008
                                                                                      =================     =============
</TABLE>


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

                                        2

<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY


Consolidated Statements of Income

<TABLE>
<CAPTION>
                                                                                             Three Months Ended
                                                                                                  March 31,
                                                                                     ---------------------------------
                                                                                         1998              1997
                                                                                     ------------        ---------
                                                                                               (Unaudited)
<S>                                                                                 <C>              <C>
Revenues:
         Principal transactions, net                                                $   3,501,833    $    4,126,860
         Commissions                                                                    1,475,940         1,070,673
         Other income                                                                     110,737           107,071
                                                                                    --------------    --------------

                                                                                        5,088,510         5,304,604
                                                                                    --------------    --------------
Expenses:
         Employee compensation and benefits                                             3,198,452         3,713,075
         Promotion and advertising                                                         74,733            47,071
         Clearance and execution charges                                                  205,614           243,120
         Occupancy and communications                                                     379,492           388,018
         Professional fees                                                                 98,372            54,224
         Interest                                                                          85,400            63,646
         Other                                                                            140,239           133,494
                                                                                     -------------    --------------

                                                                                        4,182,302         4,642,648
                                                                                    --------------    --------------

                    Income before provision for income taxes                              906,208           661,956

Provision for income taxes (Note 3)                                                       406,280           295,427
                                                                                    --------------    --------------

          Net income                                                                $     499,928    $      366,529
                                                                                    ==============    ==============

Basic earnings per common share (Note 4)                                            $        0.18    $         0.14
                                                                                    ==============    ==============

Diluted earnings per common share (Note 4)                                          $        0.18    $         0.13
                                                                                    ==============    ==============
</TABLE>



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

                                        3

<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY



Consolidated Statement of Changes in Stockholders' Equity

For the three months ended March 31, 1998
(Unaudited)
<TABLE>
<CAPTION>

                                   Common Stock                       
                            -----------------------------     Additional        Retained
                               Shares         Par Value         Capital         Earnings      Total
                            -------------   -------------    -------------    -----------  ------------
<S>                          <C>         <C>              <C>               <C>            <C>         
Stockholders' equity,
      January 1, 1998         2,720,264   $       272      $ 5,869,508       $ 2,694,942    $  8,564,722


Issuance of common stock         82,500             8          484,679                           484,687

Net income                                                                       499,928         499,928
                             ----------   ------------      -----------      ------------   -------------

Stockholders' equity,
      March 31, 1998          2,802,764   $       280      $ 6,354,187       $ 3,194,870    $  9,549,337
                             ==========   ==============    ===========     =============   =============
</TABLE>



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

                                        4

<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY



Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                            Three Months Ended
                                                                                                  March 31,
                                                                                    --------------------------------
                                                                                        1998               1997
                                                                                    -------------      -------------
                                                                                              (Unaudited)
<S>                                                                                 <C>                 <C>        
Cash flows from operating activities:
   Net income                                                                       $   499,928         $   366,529
                                                                                    -----------------   -----------------
   Adjustments  to  reconcile  net  income to net cash  used in  operating
      activities:
         Depreciation and amortization                                                   67,409              44,223
         Deferred income taxes                                                          303,608           (165,063)
         (Increase) decrease in securities owned, at market value                      (661,581)          4,101,087
         Decrease in other assets                                                       160,641              22,958
         Increase in securities sold, not yet purchased, at market value                237,508             518,094
         (Decrease) in payable to clearing broker                                      (271,461)          (4,397,760)
         (Decrease) increase in accrued compensation                                   (904,793)             96,892
         Increase (decrease) in accounts payable, taxes payable
           and accrued expenses                                                          16,092           (122,060)
                                                                                    -----------------   -----------------

              Total adjustments                                                        (1,052,577)           98,371
                                                                                    -----------------   -----------------

              Net cash provided by operating activities                                (552,649)            464,900
                                                                                    -----------------   -----------------

Cash flows from investing activities:
   Purchase of furniture, fixtures and leasehold improvements                          (24,904)            (59,613)
                                                                                    -----------------   -----------------

              Net cash used in investing activities                                    (24,904)            (59,613)
                                                                                    -----------------   -----------------

Cash flows from financing activities:
   Issuance of common stock                                                             484,687
                                                                                    -----------------   -----------------

              Net cash provided by financing activities                                 484,687
                                                                                    -----------------   -----------------

Net (decrease) increase in cash                                                        (92,866)             405,287

Cash and cash equivalents, beginning of period                                          316,219              75,304
                                                                                    -----------------   -----------------

              Cash, end of period                                                   $   223,353         $   480,591
                                                                                    =================   =================
Supplemental information:
   Interest paid                                                                    $    85,400         $    63,646
   Income taxes paid                                                                $    37,599         $   448,320
</TABLE>


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

                                        5

<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY

Notes to Consolidated Financial Statements
(Unaudited)



1.     Organization and Summary of Significant Accounting Policies


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

         The accompanying  consolidated  financial statements have been prepared
         in accordance with generally accepted accounting principles for interim
         financial  information  and  with  the  instructions  to  Form  10-QSB.
         Accordingly,  they do not include all of the  information and footnotes
         as required by  generally  accepted  accounting  principles  for annual
         financial statements.  In the opinion of management of the Company, all
         adjustments (consisting only of normal recurring adjustments) necessary
         in order to make the  financial  statements  not  misleading  have been
         included.  The  operations for the  three-month  period ended March 31,
         1998 are not necessarily indicative of the results that may be expected
         for the full year ending  December 31, 1998.  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, 1997.


2.       Stockholders' Equity

         On January 5, 1998,  the Company's  Board of Directors  authorized  the
         issuance of 82,500  shares of common stock (valued at the closing price
         on that  date) to  officers  of the  Company in  connection  with their
         bonuses  related to the year ended  December 31, 1997.  Following  this
         action, the Company had 2,802,764 shares of Common Stock outstanding.


3.       Income Taxes

         The Company files consolidated federal income tax returns and separate
         Company  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.


4.       Earnings Per Share

         Net income per common share is calculated by dividing net income by the
         weighted  average  number of shares of common  stock  outstanding.  The
         following is a reconciliation of the numerators and denominators of the
         basic and diluted earnings per share computations:

                                       6

<PAGE>

KIRLIN HOLDING CORP. and SUBSIDIARY

Notes to Consolidated Financial Statements
(Unaudited)
<TABLE>
<CAPTION>
                                               Income              Shares           Per-Share
                                            (Numerator)        (Denominator)          Amount
                                           --------------     ----------------     ------------
<S>                                    <C>                     <C>              <C>
Three months ended March 31, 1998:

     Basic EPS:

       Income available to
        common stockholders            $     499,928             2,799,098      $        0.18

       Effect of Dilutive
        Securities - options                                       45,258
                                        -------------        --------------     --------------

     Diluted EPS:

       Income available to common
        stockholders and assumed
        exercise                       $     499,928             2,844,356      $        0.18
                                        --------------       --------------     --------------


Three months ended March 31, 1997:

     Basic EPS:

       Income available to
        common stockholders            $     366,529             2,604,660      $        0.14

       Effect of Dilutive
        Securities - options                                      328,958

     Diluted EPS:

       Income available to common
        stockholders and assumed
        exercise                       $     366,529             2,933,618      $        0.13
                                        -------------       ---------------     --------------
</TABLE>


In 1997, the Company  adopted SFAS No. 128,  "Earnings per Share."  Accordingly,
the above amounts for 1997 have been restated.


                                        7

<PAGE>


KIRLIN HOLDING CORP. and SUBSIDIARY

Notes to Consolidated Financial Statements
(Unaudited)


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

Forward-Looking Statements

         When used in this Form 10-QSB and in future filings by the Company with
the Commission,  the words or phrases "will likely result," "management expects"
or "the Company  expects,"  "will  continue," "is  anticipated,"  "estimated" or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Readers are
cautioned not to place undue  reliance on any such  forward-looking  statements,
each of which  speak only as of the date made.  Such  statements  are subject to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from  historical   earnings  and  those  presently   anticipated  or
projected.  The Company has no obligation to publicly  release the result of any
revisions  which  may be  made  to any  forward-looking  statements  to  reflect
anticipated or unanticipated events or circumstances occurring after the date of
such statements.

Results of Operations

         Three  Months  Ended  March  31, 1998  compared with Three Months Ended
March 31, 1997

         Total  revenues  for  the  three-month  period  ended  March  31,  1998
decreased 4.1% to $5,088,510 from  $5,304,604 in the comparable  period in 1997.
This  decrease  is  primarily  attributable  to a  reduction  in the  number  of
registered   representatives  employed  by  the  Company  as  a  result  of  the
termination of those registered  representatives not achieving and maintaining a
specific level of performance.

         Employee  compensation  and benefits for the  three-month  period ended
March 31, 1998 decreased  13.9% to $3,198,452  from $3,713,075 in the comparable
period in 1997. This decrease is primarily due to the closing of a branch office
during the first quarter of 1997 and the reduction of registered representatives
referred to above.

         Promotion and advertising  for the  three-month  period ended March 31,
1998 increased  58.8% to $74,733 from $47,071 in the  comparable  period in 1997
primarily  as  a  result  of  the  Company's  planned  increase  in  advertising
expenditures to attract new customers.

         Clearance and execution  charges in the three-month  period ended March
31, 1998 decreased  15.4% to $205,614 from $243,120 in the comparable  period in
1997 as a result of lower ticket volume.

         Occupancy and  communications  costs in the  three-month  periods ended
March 31, 1998 and 1997 were comparable.

         Professional  fees in the  three-month  period  ended  March  31,  1998
increased  81.4% to $98,372 from $54,224 in the  comparable  period in 1997 as a
result of an  increase  in  external  consultation  with  outside  professionals
related to litigation commenced by the Company.

         Interest  expense  in the  three-month  period  ended  March  31,  1998
increased  34.2% to $85,400 from $63,646 in the  comparable  period in 1997 as a
result of inventory  positions  purchased on margin and  securities  sold short,
which are held at the 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.

         Income tax  provision for the  three-month  period ended March 31, 1998
was $406,280 as compared to $295,427 in the comparable  period in 1997, which is
consistent with the increase in income before this income tax provision.


                                       8


<PAGE>





         Net income of $499,928 in the three  month-period  ended March 31, 1998
compares to net income of $366,529 for the three-month  period in 1997 primarily
as a  result  of  the  Company's  ability  to  reduce  its  operating  expenses,
particularly related to compensation and benefits.

Liquidity and Capital Resources

         Securities  owned, at market value, at March 31, 1998 were  $15,292,979
as compared to $14,631,398 at December 31, 1997. This 4.5% increase is primarily
attributable  to an increase in the value of  positions  held in relation to the
Company's merchant banking  activities.  To a significant  extent, the Company's
inventory requirement for securities is market driven, with a more active market
and greater sales generally necessitating higher inventory levels. Approximately
63% of the Company's  assets at March 31, 1998 were comprised of cash and highly
liquid securities.

         Furniture, fixtures and leasehold improvements, net, at March 31, 1998,
decreased to $794,327 as compared to $836,832 at December  31,  1997.  This 5.1%
decrease results from the depreciation of the Company's furniture,  fixtures and
leasehold improvements.

         Other assets  decreased to $948,918 at March 31, 1998,  from $1,109,559
at December 31, 1997, a 14.5% decrease.  This decrease is primarily attributable
to the repayment of advances by registered representatives,  repayment of a loan
related  to one of the  Company's  investment  undertakings,  the  reduction  of
prepaid  operating  expenses,  and an adjustment for income taxes related to the
current period's earnings.

         Securities  sold short  amounted  to  $1,836,787  at March 31,  1998 as
compared to $1,599,279 at December 31, 1997. Management monitors these positions
on a daily basis and covers short positions when deemed  appropriate.  A portion
of the short position at March 31, 1998 was covered during the subsequent month.

         Payable to clearing  broker amounted to $2,557,058 at March 31, 1998 as
compared to $2,828,519  at December 31, 1997.  This 9.6% decrease is a result of
decreased inventory purchases on margin.

         Accrued  compensation  was  $1,289,350 at March 31, 1998 as compared to
$2,194,143 at December 31, 1997, a 41.2% decrease attributable to the payment of
bonuses in the first quarter of 1998, which were accrued at December 31, 1997.

         Accounts  payable and accrued  expenses at March 31, 1998 and  December
31, 1997 were comparable.

         Deferred  Income  Taxes  Payable were  $1,501,304  at March 31, 1998 as
compared to $1,197,696 at December 31, 1997.  This increase is reflective of the
adjustment  for  deferred   income  taxes  payable   resulting  from  unrealized
appreciation on securities positions.

         The Company,  as  guarantor  of its  customer  accounts to its clearing
broker, is exposed to off- balance-sheet risk 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 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

             10.7    Agreement, dated April 27, 1998, between the Registrant and
                     Robert A. Paduano

             27.1     Financial Data Schedule (3/31/98)

             27.2     Restated Financial Data Schedule (3/31/97)

    (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:   May 7, 1998               By:   /s/ Anthony J. Kirincic
                                      -----------------------------
                                       Anthony J. Kirincic
                                       President and Chief Financial Officer






                                       11

<PAGE>




                                  EXHIBIT INDEX

Exhibit
Number            Description

10.7              Agreement, dated April 27, 1998, between the Registrant and 
                  Robert A. Paduano

27.1              Financial Data Schedule (3/31/98)

27.2              Restated Financial Data Schedule (3/31/97)






                                       12

<PAGE>