MIDLAND CAPITAL HOLDINGS CORPORATION

                                  EXHIBIT 31.1

               CHIEF EXECUTIVE AND FINANCIAL OFFICER CERTIFICATION

I, Paul Zogas, certify that:

      I have reviewed this quarterly report on Form 10-QSB of Midland Capital
Holdings Corporation;

      Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which statements were made,
not misleading with respect to the period covered by this report;

      Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

      I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and I have:

      a)    designed such disclosure controls and procedures, or caused such
            disclosure controls to be designed under my supervision, to ensure
            that material information relating to the registrant, including its
            consolidated subsidiaries, is made known to me by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared; and

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report my conclusions about the
            effectiveness of the disclosure controls and procedures, as of the
            end of the period covered by this report based on such evaluation;
            and

      c)    disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting.

      I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee
of registrant's board of directors (or persons performing the equivalent
function):

      a)    all significant deficiencies in the design or operation of internal
            controls over financial reporting which could adversely affect the
            registrant's ability to record, process, summarize and report
            financial information; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls.


Date: May 14, 2004              BY: /s/ Paul Zogas
                                    -------------------------------------
                                    Paul Zogas
                                    President and Chief Executive Officer
                                    and Chief Financial Officer