UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2003

                                       OR

|_|   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 1-14343


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                 (Name of Small Business Issuer in its Charter)


                Delaware                           36-4238089
     (State or Other Jurisdiction of            (I.R.S. Employer
      Incorporation or Organization)          Identification Number)

                8929 S. Harlem Avenue, Bridgeview, Illinois 60455
               (Address of Principal Executive Offices) (Zip Code)

         Issuer's telephone number, including area code: (708) 598-9400

     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 past 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 [ ]


        Transitional Small Business Disclosure Format.  Yes |_|  No |X|

      State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date:

                          Common Stock, par value $.01
                                (Title of Class)

                   As of May 15, 2003, the Issuer had 370,875
                 shares of Common Stock issued and outstanding.
<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION


Part  I.  FINANCIAL INFORMATION                                             PAGE
                                                                            ----

     Item 1.  Financial Statements
              Consolidated Statements of Financial Condition -
              March 31, 2003 (unaudited) and June 30, 2002 ................    1

              Consolidated Statements of Earnings -
              Three months ended March 31, 2003 and 2002 and
              Nine months ended March 31, 2003 and 2002 (unaudited) .......    2

              Consolidated Statements of Changes in Stockholders' Equity -
              Nine months ended March 31, 2003 (unaudited) ................    3

              Consolidated Statements of Cash Flows - Nine months
              ended March 31, 2003 and 2002 (unaudited) ...................    4

              Notes to Consolidated Financial Statements ..................  5-6

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations ......................... 7-15

     Item 3.  Controls and Procedures .....................................   15

Part II.  OTHER INFORMATION ...............................................   16

     Index to Exhibits ....................................................   17

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Part I -- FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS
Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>
Assets                                                            March 31,       June 30,
                                                                    2003            2002
                                                                ------------     -----------
                                                                 (Unaudited)
<S>                                                             <C>              <C>
Cash and amounts due from depository institutions               $  3,332,540       4,439,811
Interest-bearing deposits                                         43,859,457      28,481,627
                                                                ------------     -----------
Total cash and cash equivalents                                   47,191,997      32,921,438
Investment securities, held to maturity (fair value:
  March 31, 2003 - $2,510,150;
  June 30, 2002 - $10,182,850)                                     2,499,751      10,026,708
Investment securities available for sale, at fair value            6,371,425       6,279,537
Mortgage-backed securities, held to maturity (fair value:
  March 31, 2003 - $7,195,061;
  June 30, 2002 - $10,553,233)                                     7,013,243      10,359,768
Loans receivable (net of allowance for loan losses:
  March 31, 2003 - $394,560;
  June 30, 2002 - $350,260)                                       90,780,957      85,346,846
Loans receivable held for sale                                       327,350         739,806
Stock in Federal Home Loan Bank of Chicago                           932,900         896,600
Office properties and equipment, net                               2,647,065       2,816,584
Accrued interest receivable                                          507,657         649,856
Prepaid expenses and other assets                                    505,020         551,805
                                                                ------------     -----------
Total assets                                                    $158,777,365     150,588,948
                                                                ============     ===========

Liabilities and Stockholders' Equity

Liabilities:
Deposits                                                        $146,767,360     138,443,669
Advance payments by borrowers for taxes and insurance                673,614         985,144
Other liabilities                                                    400,910         763,580
                                                                ------------     -----------
Total liabilities                                                147,841,884     140,192,393
                                                                ------------     -----------

Stockholders' equity:
Preferred stock, $.01 par value:
  authorized 50,000 shares; none outstanding                              --              --
Common stock, $.01 par value: authorized 600,000
  shares; 370,875 shares issued and outstanding at
  March 31, 2003 and 363,975 shares issued and outstanding
  at June 30, 2002                                                     3,709           3,640
Additional paid-in capital                                         3,361,175       3,276,855
Retained earnings - substantially restricted                       7,312,042       6,917,305
Accumulated other comprehensive income, net of income taxes          258,555         198,755
                                                                ------------     -----------
Total stockholders' equity                                        10,935,481      10,396,555
                                                                ------------     -----------
Total liabilities and stockholders' equity                      $158,777,365     150,588,948
                                                                ============     ===========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       -1-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Consolidated Statements of Earnings

<TABLE>
<CAPTION>
                                             Three Months Ended       Nine Months Ended
                                                  March 31,               March 31,
                                              2003        2002        2003        2002
                                           ----------   ---------   ---------   ---------
                                                (Unaudited)              (Unaudited)
<S>                                        <C>          <C>         <C>         <C>
Interest income:
  Interest on loans                        $1,429,286   1,384,452   4,367,129   3,994,392
  Interest on mortgage-backed securities      102,158     202,775     360,717     709,794
  Interest on investment securities           109,006     355,183     439,463   1,246,321
  Interest on interest-bearing deposits       120,957      92,265     392,725     313,463
  Dividends on FHLB stock                      11,441       9,940      36,469      33,541
                                           ----------   ---------   ---------   ---------
Total interest income                       1,772,848   2,044,615   5,596,503   6,297,511
                                           ----------   ---------   ---------   ---------
Interest expense:
  Interest on deposits                        626,161     857,576   2,155,096   3,047,037
                                           ----------   ---------   ---------   ---------
Total interest expense                        626,161     857,576   2,155,096   3,047,037
                                           ----------   ---------   ---------   ---------
Net interest income before provision
  for loan losses                           1,146,687   1,187,039   3,441,407   3,250,474
Provision for loan losses                      15,000           0      45,000           0
                                           ----------   ---------   ---------   ---------
Net interest income after provision
  for loan losses                           1,131,687   1,187,039   3,396,407   3,250,474
                                           ----------   ---------   ---------   ---------
Non-interest income:
  Loan fees and service charges               109,881     124,629     381,669     349,551
  Commission income                            14,494      13,070      56,271      51,383
  Profit on sale of loans                       3,609       7,035      20,207      33,062
  Deposit related fees                        125,384     123,596     390,846     380,559
  Other income                                 14,235      17,394      41,573      47,076
                                           ----------   ---------   ---------   ---------
Total non-interest income                     267,603     285,724     890,566     861,631
                                           ----------   ---------   ---------   ---------
Non-interest expense:
  Staffing costs                              636,895     624,220   1,937,318   1,798,821
  Advertising                                  14,108      12,524      43,313      43,882
  Occupancy and equipment expenses            203,566     204,934     583,125     559,083
  Data processing                              54,140      56,227     153,100     159,182
  Federal deposit insurance premiums            6,015       6,092      17,875      18,288
  Other                                       215,547     205,031     704,423     607,907
                                           ----------   ---------   ---------   ---------
Total non-interest expense                  1,130,271   1,109,028   3,439,154   3,187,163
                                           ----------   ---------   ---------   ---------
Income before income taxes                    269,019     363,735     847,819     924,942
Income tax provision                           91,466     123,670     288,258     314,480
                                           ----------   ---------   ---------   ---------
Net income                                 $  177,553     240,065     559,561     610,462
                                           ==========   =========   =========   =========
Earnings per share (basic)                 $      .48         .66        1.53        1.68
                                           ==========   =========   =========   =========
Earnings per share (diluted)               $      .48         .65        1.53        1.66
                                           ==========   =========   =========   =========
Dividends declared per common share        $      .15         .12         .45         .34
                                           ==========   =========   =========   =========
</TABLE>


See accompanying notes to consolidated financial statements.


                                       -2-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

<TABLE>
<CAPTION>
                                                                                                  Accumulated
                                                                Additional                           Other
                                                 Common           Paid-In          Retained      Comprehensive
                                                  Stock           Capital          Earnings          Income            Total
                                               -----------      -----------      -----------     -------------      -----------
<S>                                            <C>                <C>              <C>                 <C>           <C>
Balance at June 30, 2002                       $     3,640        3,276,855        6,917,305           198,755       10,396,555
                                               -----------      -----------      -----------       -----------      -----------
Comprehensive Income:

  Net Income                                                                         559,561                            559,561

  Other comprehensive income, net of tax:

  Unrealized holding gain
    during the period                                                                                   59,800           59,800
                                                                                 -----------       -----------      -----------
Total comprehensive income                                                           559,561            59,800          619,361

  Common stock issued in
    connection with stock
    options exercised                                   69           68,931                                              69,000

  Tax benefit related to
    stock option plan                                                15,389                                              15,389

  Dividends declared on common
    stock ($0.45 per share)                                                         (164,824)                          (164,824)
                                               -----------      -----------      -----------       -----------      -----------
Balance at March 31, 2003                      $     3,709        3,361,175        7,312,042           258,555       10,935,481
                                               ===========      ===========      ===========       ===========      ===========
</TABLE>



See accompanying notes to consolidated financial statements.


                                       -3-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows (Unaudited)                  Nine Months Ended
                                                                        March 31,
                                                                  2003            2002
                                                             -------------    -------------
<S>                                                          <C>               <C>
Cash flows from operating activities:
Net income                                                   $     559,561          610,462
Adjustments to reconcile net income to net cash from
 operating activities:
  Depreciation                                                     239,567          243,894
  Net amortization (accretion) on securities                        11,509          (22,139)
  Provision for loan losses                                         45,000               --
  Federal Home Loan Bank stock dividend                            (36,300)         (23,500)
  Proceeds from sale of loans held for sale                      1,425,506        2,373,650
  Origination of loans held for sale                            (1,013,050)      (2,441,350)
  Profit on sale of loans                                          (20,207)         (33,063)
  Decrease in accrued interest receivable                          142,199          208,964
  Decrease in accrued interest payable                              (8,472)          (8,674)
  Decrease in deferred income on loans                             (20,311)        (125,335)
  Decrease (increase) in other assets                               36,185          (89,613)
  Increase (decrease) in other liabilities                        (338,809)         144,010
                                                             -------------    -------------
Net cash provided by operating activities                        1,022,378          837,306
                                                             -------------    -------------
Cash flows from investing activities:
  Proceeds from repayments of mortgage backed securities,
    held to maturity                                             3,360,692        5,180,404
  Proceeds from maturities of investment securities,
    held to maturity                                             7,500,000        7,500,000
  Proceeds from early redemption of investment securities,
    available for sale                                                  --       10,000,000
  Purchase of investment securities, available for sale                 --       (4,998,531)
  Loan disbursements                                           (38,016,444)     (32,320,346)
  Loan repayments                                               32,557,644       17,852,555
  Property and equipment expenditures                              (70,048)        (745,856)
                                                             -------------    -------------
Net cash provided by investing activities                        5,331,844        2,468,226
                                                             -------------    -------------
Cash flows from financing activities:
  Deposit receipts                                             322,851,213      314,937,776
  Deposit withdrawals                                         (316,579,435)    (309,566,421)
  Interest credited to deposit accounts                          2,051,913        2,902,759
  Proceeds from exercise of stock options                           69,000               --
  Payment of dividends                                            (164,824)        (123,751)
  Decrease in advance payments by borrowers
    for taxes and insurance                                       (311,530)        (250,362)
                                                             -------------    -------------
Net cash provided by financing activities                        7,916,337        7,900,001
                                                             -------------    -------------
Increase in cash and cash equivalents                           14,270,559       11,205,533
Cash and cash equivalents at beginning of period                32,921,438       20,718,671
                                                             -------------    -------------
Cash and cash equivalents at end of period                   $  47,191,997       31,924,204
                                                             =============    =============
Cash paid during the period for interest                     $   2,163,568        3,055,710
Cash paid during the period for income taxes                       505,053          117,000
</TABLE>


See accompanying notes to consolidated financial statements.


                                       -4-
<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in accordance  with  instructions  to Form 10-QSB and therefore,  do not include
information or footnotes necessary for fair presentation of financial condition,
results of  operations  and changes in  financial  position in  conformity  with
generally accepted accounting principles. However, in the opinion of management,
all adjustments  (which are normal and recurring in nature) necessary for a fair
presentation  have been included.  The  preparation  of financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates.
The results of  operations  for the three months and nine months ended March 31,
2003 are not necessarily  indicative of the results that may be expected for the
entire year.

Note B - Principles of Consolidation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts  of  Midland  Capital  Holdings  Corporation  (the  "Company")  and its
wholly-owned  subsidiary,  Midland  Federal  Savings and Loan  Association  (the
"Association") and the Association's wholly-owned subsidiaries,  Midland Service
Corporation,  MS Insurance Agency, Inc. and Bridgeview  Development Company. All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

Note C - Earnings Per Share

Earnings  per share for the three month and nine month  periods  ended March 31,
2003 and 2002 were  determined  by  dividing  net  income  for the period by the
weighted  average number of shares of common stock  outstanding  (see Exhibit 11
attached).  Stock  options are  regarded  as common  stock  equivalents  and are
therefore  considered in diluted earnings per share  calculations.  Common stock
equivalents are computed using the treasury stock method.

Note D - Industry Segments

The Company  operates  principally in the thrift industry through its subsidiary
savings and loan.  As such,  substantially  all of the Company's  revenues,  net
income,  identifiable  assets and  capital  expenditures  are  related to thrift
operations.

Note E - Effect of New Accounting Pronouncements

In June 2001,  the FASB issued  SFAS No. 143  "Accounting  for Asset  Retirement
Obligations".  SFAS No. 143 addresses the financial accounting and reporting for
obligations  related to the  retirement  of tangible  long-lived  assets and the
related  asset  retirement  costs.  SFAS  No.  143 is  effective  for  financial
statements  issued for fiscal years  beginning  after June 15, 2002. The Company
adopted SFAS No. 143 on July 1, 2002 and upon adoption,  this  pronouncement did
not have a material impact on the Company's consolidated financial statements.

In August 2001, the FASB issued SFAS No. 144  "Accounting for the Impairment and
Disposal  of  Long-Term  Assets".   This  statement   supercedes  SFAS  No.  121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be  Disposed  Of" as well as the  accounting  and  reporting  of the  Accounting
Principles  Board (APB) Opinion No. 30,  "Reporting  the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and  Infrequently  Occurring  Events and  Transactions".  This statement
eliminates  the  allocation  of goodwill to  long-lived  assets to be tested for
impairment and details both a probability-weighted  and "primary-asset" approach
to estimate cash flows in testing for impairment for long-lived assets.


                                       -5-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Note E - Effect of New Accounting Pronouncements (continued)

SFAS No. 144 is  effective  for  financial  statement  issued  for fiscal  years
beginning  after December 15, 2001. The Company  adopted SFAS No. 144 on July 1,
2002 and upon adoption, this pronouncement did not have a material impact on the
Company's consolidated financial statements.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections".
This  Statement   rescinds  SFAS  No.  4,  "Reporting   Gains  and  Losses  from
Extinguishment  of  Debt,"  and an  amendment  of that  Statement,  SFAS No.  64
"Extinguishment  of  Debt  Made  to  Satisfy  Sinking-Fund  Requirements".  This
Statement also rescinds SFAS No. 44 "Accounting  for Intangible  Assets of Motor
Carriers".  This  Statement  amended  SFAS No. 13,  "Accounting  for Leases," to
eliminate an inconsistency  between the required  accounting for  sale-leaseback
transactions and the required  accounting for certain lease  modifications  that
have  economic  effects that are similar to  sale-leaseback  transactions.  This
Statement  also  amends  other  existing  authoritative  pronouncements  to make
various technical corrections, clarify meanings, or describe their applicability
under changed conditions. This Statement is effective for fiscal years beginning
after May 15,  2002.  The Company  adopted SFAS No. 145 on July 1, 2002 and upon
adoption,  this  pronouncement  did not have a material  impact on the Company's
consolidated financial statements.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal Activities". This Statement addresses financial accounting
and  reporting  for  costs  associated  with  exit or  disposal  activities  and
nullifies  Emerging  Issues  Task  Force  ("EITF")  Issue No.  94-3,  "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)".  This Statement
is effective for exit or disposal  activities that are initiated after March 31,
2003.  Adoption of this  statement is not expected to have a material  effect on
the Company's consolidated financial statements.

In December 2002, the FASB issued SFAS No. 148,  "Acquisitions  for  Stock-Based
Compensation-Transition  and  Disclosure".  This statement amends FASB Statement
No. 123,  "Accounting  for  Stock-Based  Compensation",  to provide  alternative
methods for transition for a voluntary  change to the fair value based method of
accounting for stock-based employee  compensation.  In addition,  this Statement
amends  the  disclosure  requirements  of  Statement  123 to  require  prominent
disclosures in both annual and interim financial  statements about the method of
accounting for stock-based  employee  compensation  and the effect of the method
used on reported  results.  This  Statement is effective for fiscal years ending
after  December 15, 2002.  Adoption of this  Statement is not expected to have a
material effect on the Company's consolidated financial statements.

The  foregoing  does not  constitute  a  comprehensive  summary of all  material
changes or  developments  affecting  the manner in which the  Company  keeps its
books and records and performs its financial accounting responsibilities.  It is
intended only as a particular interest to financial institutions.


                                       -6-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

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
Securities  and Exchange  Commission,  in the Company's  press releases or other
public  or  shareholder  communications,  or in oral  statements  made  with the
approval of an authorized  executive  officer,  the words or phrases "would be",
"will  allow",  "intends to",  "will likely  result",  "are expected to",  "will
continue",  "is anticipated",  "estimate",  "project" or similar expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are subject to
risks and  uncertainties,  including  but not  limited to  changes  in  economic
conditions  and real estate  values in the  Company's  market  area,  changes in
policies by regulatory  agencies,  fluctuations  in interest  rates,  demand for
loans in the Company's market area and  competition,  all or some of which could
cause actual results to differ  materially  from  historical  earnings and those
presently anticipated or projected.

The Company  wishes to caution  readers not to place undue  reliance on any such
forward-looking  statements,  which speak only as of the date made,  and advises
readers  that  various  factors,   including   regional  and  national  economic
conditions,  substantial  changes in levels of market interest rates, credit and
other risks of lending and investment  activities and competitive and regulatory
factors,  could affect the Company's  financial  performance and could cause the
Company's  actual  results for future  periods to differ  materially  from those
anticipated or projected.

The Company does not undertake,  and specifically  disclaims any obligation,  to
update any  forward-looking  statements to reflect  occurrences or unanticipated
events or circumstances after the date of such statements.

GENERAL

Midland Capital Holdings  Corporation (the "Company") is a Delaware  corporation
that was organized in 1998 by Midland Federal Savings and Loan  Association (the
"Association"  or  "Midland  Federal")  for the  purpose  of  becoming  a thrift
institution  holding company.  The Company and the Association are headquartered
in  Bridgeview,  Illinois.  The  Association  began  operations  in  1914  as  a
state-chartered  mutual savings  institution.  In 1982, the Association became a
federal mutual savings and loan  association.  On June 30, 1993, the Association
completed a conversion to the stock form of  organization.  In that  conversion,
the Association  issued 345,000 shares of common stock,  raising net proceeds of
approximately  $3.1  million.  On  July  23,  1998,  the  Association  became  a
wholly-owned  subsidiary of the Company by reorganizing  the Association  into a
holding company form of organization.  Each outstanding share of common stock of
the Association became one share of common stock of the Company.

The principal asset of the Company is the outstanding  stock of the Association.
The Company presently has no separate  operations and its business consists only
of the business of the  Association  and its  subsidiaries.  Midland Federal has
been principally engaged in the business of attracting deposits from the general
public and using such deposits to originate residential mortgage loans, and to a
lesser  extent,  consumer,  multi-family  and other loans in its primary  market
area. The Association also has made substantial  investments in  mortgage-backed
securities,  investment  securities  and liquid  assets.  Midland  Federal  also
operates a wholly-owned  subsidiary,  Midland Service  Corporation that owns and
operates MS Insurance Agency, Inc., a full service retail insurance agency.


                                       -7-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

GENERAL (continued)

The  Association's  primary market area consists of Southwest  Chicago,  and the
southwest  suburban  communities of Bridgeview,  Oak Lawn, Palos Hills,  Hickory
Hills, Justice,  Burbank,  Chicago Ridge, Homer Glen, Lockport,  Orland Park and
Lemont.  The  Company  serves  these  communities  through  its main  office  in
Bridgeview,  two branch banking offices in southwest  Chicago and a third branch
banking office in Homer Glen, Illinois.  The Association's  deposits are insured
up to applicable limits by the Federal Deposit Insurance  Corporation  ("FDIC").
At  March  31,  2003,  Midland  Federal's  capital  ratios  exceeded  all of its
regulatory  capital  requirements  with both tangible and core capital ratios of
5.84% and a risk-based capital ratio of 11.87%.

FINANCIAL CONDITION

At March 31,  2003,  total  assets of the Company  increased  by $8.2 million to
$158.8 million from $150.6 million at June 30, 2002. Loans receivable, including
loans held for sale,  increased $5.0 million to $91.1 million at March 31, 2003.
The Company originated $39.0 million of primarily  one-to-four family fixed rate
loans during the nine months ended March 31, 2003 compared to loan  originations
of $34.8 million during the prior year period.  Approximately,  50% of the fixed
rate loans  originated  during the nine months ended March 31, 2003 had original
term to maturities of 15 years or less.  The higher loan  origination  volume in
the  current  nine  month  period  was due in part to an  increase  in  mortgage
refinancing  activity as a result of the decline in interest rates that began in
January 2001. Offsetting loan originations in the current nine month period were
loan  repayments of $32.6  million as well as loan sales of $1.4 million.  There
were no new purchases of mortgage-backed securities during the nine months ended
March 31,  2003 and as a  result,  the  balance  of  mortgage-backed  securities
decreased by $3.3 million to $7.0 million due to  repayments  and  amortization.
The $5.0 million increase in net loans  receivable,  discussed above, was funded
in part by the $3.0 million decrease in mortgage-backed securities as well as an
$8.3 million increase in deposits.

The balance of investment securities classified as held to maturity decreased by
$7.5 million to $2.5 million at March 31, 2003 due to maturities of U.S.  Agency
securities.  Investment  securities  available for sale remained  stable at $6.4
million at March 31,  2003  compared  to $6.3  million at June 30,  2002.  Gross
unrealized  gains in the available for sale portfolio were $392,000 at March 31,
2003 compared to gross unrealized gains of $301,000 at June 30, 2002, reflecting
the positive impact of lower interest rates. The weighted average remaining term
to maturity of the Company's total investment  securities portfolio at March 31,
2003 was 1.98 years.

In  anticipation  of an  increase in economic  activity  and upward  pressure on
interest  rates in 2003,  the  Company  increased  the  balance of cash and cash
equivalents  by $14.3  million  to $47.1  million  at March 31,  2003 from $32.9
million at June 30,  2002.  The  increase  in cash  equivalents  during the nine
months ended March 31, 2003 was partly funded by the proceeds of $7.5 million in
maturing U.S. Agency securities, discussed above.

Non-performing assets consisted of $596,000 in non-performing loans at March 31,
2003 compared to $164,000 in non-performing loans at June 30, 2002. Non-accruing
loans at March 31, 2003 consisted of $575,000 in one-to-four  family residential
mortgage loans and $21,000 in non-mortgage  loans. The allowance for loan losses
increased  by $44,000 to  $394,000  at March 31,  2003 as a result of $45,000 in
loan loss  provisions  offset by $1,000 in net loan  charge offs during the nine
months ended March 31, 2003. At March 31, 2003 the Company's  ratio of allowance
for loan losses to  non-performing  loans was 66.19% compared to 213.29% at June
30, 2002.  Management  believes  that the current  allowance  for loan losses is
adequate to cover probable accrued losses in the portfolio.


                                       -8-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

FINANCIAL CONDITION (continued)

The  following  table sets forth the amounts and  categories  of  non-performing
assets in the Company's  portfolio.  Loans are placed on non-accrual status when
the collection of principal and/or interest becomes doubtful, generally when the
loan is delinquent 90 days or more.  Foreclosed  assets,  if any, include assets
acquired in settlement of loans.

                                                 March 31,        June 30,
                                                   2003             2002
                                                 --------         --------
                                                   (Dollars in Thousands)
Non-Accruing Loans:
  One-to-four family                               $575              148
  Multi-family                                       --               --
  Consumer                                           12               15
  Commercial business                                 9                1
                                                   ----             ----
      Total                                         596              164
                                                   ----             ----
Accruing loans 90 days or more overdue:
  Commercial real estate                             --               --
                                                   ----             ----
      Total                                          --               --
                                                   ----             ----
            Total non-performing loans             $596             $164
                                                   ----             ----
Foreclosed Assets:
        One-to-four family                           --               --
                                                   ----             ----
               Total foreclosed assets               --               --
                                                   ----             ----
Total non-performing assets                        $596             $164
                                                   ====             ====
Total as a percentage of total assets              0.38%            0.11%
                                                   ====             ====

As of March 31, 2003,  there were no loans not included in the above table where
known  information  about the  possible  credit  problems  of  borrowers  caused
management  to have  serious  doubts as to the ability of the borrower to comply
with present loan  repayment  terms and which may result in  disclosure  of such
loans in the future.


                                       -9-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

FINANCIAL CONDITION (continued)

The following  table sets forth an analysis of the Company's  allowance for loan
losses.

                                                          Nine Months Ended
                                                               March 31,
                                                          2003           2002
                                                         -----          -----
                                                        (Dollars in Thousands)

Balance at beginning of period                           $ 350          $ 359
                                                         -----          -----
Charge-offs:
  One-to-four family loans                                  --             --
  Consumer loans                                             2             12
  Commercial business loans                                 --             24
                                                         -----          -----
    Total charge-offs                                        2             36
                                                         -----          -----
Recoveries:
  One-to-four family loans                                   1              1
  Multi-family loans                                        --             13
  Consumer loans                                            --             --
                                                         -----          -----
    Total recoveries                                         1             14
                                                         -----          -----
Net (charge-offs) recoveries                                (1)           (22)
Additions charged to operations                             45             --
                                                         -----          -----
Balance at end of period                                 $ 394          $ 337
                                                         =====          =====
Ratio of net charge-offs during the period to
 average loans outstanding during the period               .00%           .03%

Ratio of net charge-offs during the period to
 average non-performing assets                             .10%          7.91%

Allowance for loan losses to non-performing loans        66.19%         209.69%

Allowance for loan losses to total loans                  0.43%          0.40%

The  Company  was aware of no  regulatory  directives  or  suggestions  that the
Association make additional provisions for losses on loans. Although the Company
believes  its  allowance  for loan losses is at a level that it  considers to be
adequate to provide for possible  accrued losses in the portfolio,  there can be
no assurance that such losses will not exceed the estimated amounts.

Deposits  for the nine months ended March 31, 2003  increased  $8.3 million as a
result of interest credited to deposits in the amount of $2.0 million as well as
actual deposit inflows,  net of withdrawals,  in the amount of $6.3 million. The
net  increase in savings  deposits is  primarily  attributed  to a $3.9  million
increase in  certificate of deposit  accounts due to aggressive  pricing on time
deposits,  a $3.5 million increase in passbook deposits, a $1.0 million increase
in demand  deposit  accounts  and a $73,000  increase in money  market  accounts
offset by a $145,000 decrease in NOW accounts.

Stockholders' equity increased $539,000,  or 5.2%, to $10.9 million at March 31,
2003 from $10.4 million at June 30, 2002. The increase in  stockholders'  equity
was due to net income of $560,000,  proceeds  from the exercise of stock options
in the amount of $69,000, $15,000 in option related tax benefits and an increase
in other comprehensive income of $60,000 offset by the payment of cash dividends
in the amount of $165,000.


                                      -10-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

RESULTS OF OPERATIONS

The  Company had net income of  $178,000  for the  quarter  ended March 31, 2003
compared to net income of $240,000  for the quarter  ended March 31,  2002.  The
decrease  in net  income  in the  current  quarter  is the  result  of a $40,000
decrease in net interest income, a $15,000 provision for loan losses, an $18,000
decrease in  non-interest  income as well as a $21,000  increase in non-interest
expense offset by a $32,000 decrease in income taxes.

For the nine months  ended March 31, 2003 the Company had net income of $560,000
compared to net income of $610,000 for the nine months ended March 31, 2002. The
decrease  in net  income in the  current  nine  month  period is the result of a
$45,000  provision  for loan  losses and a  $252,000  increase  in  non-interest
expense offset by a $191,000 increase in net interest income, a $29,000 increase
in non-interest  income and a $26,000 decrease in income taxes. For a discussion
on the changes in non-interest income and non-interest  expense that occurred in
both the three and nine month  periods ended March 31, 2003,  see  "Non-Interest
Income" and "Non-Interest Expense."

The  decrease in  net-interest  income in the three month period ended March 31,
2003 was primarily the result of a decrease in interest rate spread to 2.87% for
the three  months  ended  March 31,  2003 from 3.10% for the prior year  period.
Interest  rate spread  declined in the three month  period  ended March 31, 2003
compared  with the prior year  period as a result of high  mortgage  refinancing
activity at lower market  interest rates as well as lower  investment  yields on
the Company's  investment  securities.  The decrease in interest rate spread was
partially offset by an increase in the average balance of net earning assets, or
average interest earning assets minus average interest bearing liabilities.  The
average  balance of net earning assets in the three month period ended March 31,
2003  increased by $1.7 million to $15.0 million from $13.3  million  during the
prior year period.

The increase in net-interest income for the nine months ended March 31, 2003 was
the result of an increase in the average  balance of net earning assets to $14.5
million  from $13.5  million for the prior year period as well as an increase in
interest  rate spread to 2.89% from 2.80% for the 2002  period.  The increase in
interest rate spread in the nine month period ended March 31, 2003 was primarily
attributed to declines in the average cost of deposits which offset  declines in
the average yield earned on interest earning assets as interest costing deposits
re-priced more quickly than interest earning assets during a period of declining
market interest rates.

Interest Income

Interest income  decreased  $272,000,  or 13.3%, for the quarter ended March 31,
2003 from the comparable  year earlier  period.  The decrease in interest income
was the result of a decrease in the  average  yield  earned on interest  earning
assets to 4.73% for the quarter  ended  March 31, 2003  compared to 5.77% in the
year earlier period. The decline in the average yield earned on interest earning
assets  offset an $8.3 million  increase in the average  outstanding  balance of
interest  earning  assets to $150.1 million for the quarter ended March 31, 2003
from $141.8 million for the quarter ended March 31, 2002.

For the nine months ended March 31, 2003, interest income decreased $701,000, or
11.1%,  from the 2002 period.  The  decrease in interest  income for the current
nine month  period was the result of a decrease in the average  yield  earned on
interest  earning assets to 5.05% compared to 6.05% for the year earlier period.
The decrease in the average  yield earned on interest  earning  assets  offset a
$9.2 million  increase in the average  outstanding  balance of interest  earning
assets to $148.0  million for the nine  months  ended March 31, 2003 from $138.8
million for the nine months ended March 31, 2002.


                                      -11-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Income (continued)

Interest on loans receivable  increased  $45,000,  or 3.2%, in the quarter ended
March 31,  2003,  compared  with the prior year  quarter,  as a result of a $9.6
million increase in the average  outstanding  balance of net loans receivable to
$91.2  million  from $81.6  million in the 2002  quarter.  The  increase  in the
average  outstanding  balance of net loans  receivable  offset a decrease in the
average  yield  earned on net loans  receivable  to 6.27% for the quarter  ended
March 31,  2003 from  6.79% for the prior  year  quarter.  The  decrease  in the
average  yield  earned on net  loans  receivable  was  primarily  the  result of
prepayments of higher  yielding  loans combined with increased loan  origination
activity at lower mortgage interest rates.

Interest on mortgage-backed  securities  decreased  $101,000,  or 49.6%, for the
quarter ended March 31, 2003 from the  comparable  quarter in 2002. The decrease
in  interest  income is  attributed  to a  decrease  in the  average  balance of
mortgage-backed  securities  due to  repayments  as  well as a  decrease  in the
average yield earned on mortgage-backed  securities. For the quarter ended March
31, 2003,  the average  balance of  mortgage-backed  securities  decreased  $5.4
million to $7.4  million  from $12.8  million  in the prior  year  quarter.  The
average yield earned on  mortgage-backed  securities also decreased to 5.52% for
the quarter  ended  March 31,  2003 from 6.32% for the  quarter  ended March 31,
2002. The decrease in the average yield earned on mortgage-backed securities was
primarily the result of a decrease in the yield earned on the Company's  balance
of adjustable rate mortgage-backed  securities,  which re-priced at lower yields
as market interest rates decreased between the two quarterly periods.

Interest earned on investment  securities decreased $246,000,  or 69.3%, for the
quarter  ended March 31, 2003 from the prior year period due to a $16.0  million
decrease in the average  outstanding  balance of investment  securities to $10.1
million  from $26.1  million in the 2002  quarter.  The average  yield earned on
investment  securities  also  decreased to 4.30% for the quarter ended March 31,
2003 from 5.44% in the year earlier period.

Interest earned on interest bearing deposits  increased  $29,000,  or 31.1%, for
the quarter ended March 31, 2003 from the same quarter in 2002.  The increase in
interest income is attributed to a $20.0 million increase in the average balance
of interest  bearing  deposits to $40.5  million from $20.5  million in the 2002
quarter. The increase in the average balance of interest bearing deposits offset
a decrease in the average  yield earned on interest  bearing  deposits.  For the
quarter  ended March 31,  2003,  the average  yield  earned on interest  bearing
deposits decreased to 1.20% from 1.79% for the quarter ended March 31, 2002. The
$20.0 million  increase in the average balance of interest  bearing deposits was
primarily  funded  by the $16.0  million  decrease  in the  average  balance  of
investment  securities,  discussed  above.  The  Company  increased  its average
balance of interest  bearing deposits in anticipation of an increase in economic
activity and interest rates in 2003.

For the nine months ended March 31, 2003 interest on loans receivable  increased
$373,000 from the comparable prior year period.  The increase in interest income
was primarily due to a $13.3 million increase in the average outstanding balance
of loans  receivable  to $90.3  million for the nine months ended March 31, 2003
from $77.0  million for the  comparable  prior year period.  The increase in the
average  outstanding  balance of net loans  receivable  offset a decrease in the
average yield earned on net loans  receivable to 6.45% for the nine months ended
March 31, 2003 from 6.92% for the prior year period. The growth in the Company's
loan portfolio is attributed to direct marketing of the Company's loan products.


                                      -12-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Income (continued)

For the nine  months  ended March 31, 2003  interest  earned on mortgage  backed
securities  decreased  $349,000 to $361,000.  The decrease in interest income is
attributed to a decrease in the average  outstanding  balance of mortgage-backed
securities as well as a decrease in the average yield earned on  mortgage-backed
securities.  The  average  outstanding  balance  of  mortgage-backed  securities
decreased  by $6.2  million to $8.4  million for the nine months ended March 31,
2003  from  $14.6  million  in the 2002  period.  The  average  yield  earned on
mortgage-backed  securities  also  decreased  to 5.68% for the nine months ended
March 31, 2003 from 6.47% for the comparable prior year period.

For the  nine  months  ended  March  31,  2003  interest  earned  on  investment
securities  decreased $807,000 to $439,000 from $1.2 million for the nine months
ended  March 31,  2002.  The  decrease  in interest  income is  attributed  to a
decrease in the average outstanding balance of investment  securities as well as
a decrease in the average  yield earned on  investment  securities.  The average
outstanding balance of investment  securities declined by $17.1 million to $12.6
million for the nine months ended March 31, 2003 from $29.7  million in the 2002
period.  The average yield earned on  investment  securities  also  decreased to
4.59% for the nine  months  ended  March 31,  2003 from 5.59% in the  comparable
prior year period. The decrease in the average balance of investment  securities
funded an increase in interest bearing deposits.

For the nine months  ended March 31, 2003  interest  earned on interest  bearing
deposits  increased  $79,000  from the year  earlier  period.  The  increase  in
interest  income was primarily  due to a $19.1  million  increase in the average
outstanding  balance of interest  bearing deposits to $35.8 million for the nine
months  ended March 31, 2003 from $16.7  million for the  comparable  prior year
period.  The  increase in the average  outstanding  balance of interest  bearing
deposits  offset a decrease in the  average  yield  earned on  interest  bearing
deposits  to 1.49% for the nine  months  ended March 31, 2003 from 2.58% for the
prior year period.

Interest Expense

Interest expense decreased  $231,000,  or 27.0%, for the quarter ended March 31,
2003 compared with the prior year quarter.  The decrease in interest  expense is
attributable  to a  decrease  in the  average  yield  paid on  interest  costing
deposits  to 1.85%  for the  quarter  ended  March 31,  2003 from  2.67% for the
quarter ended March 31, 2002. The decrease in the average yield paid on interest
costing  deposits  offset a $6.6  million  increase in the  average  outstanding
balance of interest  costing  deposits to $135.1  million for the quarter  ended
March 31, 2003 from $128.5 million for the prior year quarter.

For the nine months ended March 31, 2003 interest expense decreased  $892,000 to
$2.1  million  from $3.0  million  for the prior year  period.  The  decrease in
interest  expense  was the result of a  decrease  in the  average  yield paid on
interest  costing  deposits to 2.16% for  current  year period from 3.25% in the
prior year period.  The decrease in the average  yield paid on interest  costing
deposits offset an $8.2 million increase in the average  outstanding  balance of
interest  costing  deposits to $133.5 million for the current period from $125.3
million for the year earlier period.


                                      -13-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Provisions for Losses on Loans

The Company  maintains  an  allowance  for loan losses  based upon  management's
periodic  evaluation of probable  accrued losses in the portfolio based on known
and  inherent  risks  in the  loan  portfolio,  the  Company's  past  loan  loss
experience,  adverse  situations  that may  affect  borrowers'  ability to repay
loans,  estimated  value of the  underlying  collateral and current and expected
market  conditions.  The allowance for loan loses totaled  $394,000,  or .43% of
total loans, at March 31, 2003 compared to $350,000,  or .41% of total loans, at
June 30, 2002. The $44,000  increase in the Company's  allowance for loan losses
during the nine  months  ended  March 31, 2003 was the result of $45,000 in loan
loss  provisions  offset by $1,000 in net loan  charge-offs.  At March 31, 2003,
after  consideration of the high  concentration  of one-to-four  family mortgage
loans in the loan portfolio,  peer data, current economic conditions,  trends in
the portfolio,  the low level of loan charge offs and the strong housing market,
the  $394,000  allowance  for loan  losses was  determined  by the Company to be
sufficient to cover probable  accrued  losses in the loan  portfolio  consistent
with its policy for the establishment and maintenance of adequate levels of loan
loss reserves.

Non-Interest Income

Non-interest income decreased $18,000 to $268,000 in the quarter ended March 31,
2003 from $286,000 in the quarter ended March 31, 2002. The primary  factors for
the  decrease  in  non-interest  income in the  current  quarter  were a $15,000
decrease in loan fees and service charges and a $3,000 decrease in profit on the
sale of loans.

For the nine months ended March 31, 2003  non-interest  income increased $29,000
to $891,000 from $862,000 in the prior year period. The increase in non-interest
income in the current nine month period  compared  with the prior year period is
primarily  attributed to a $32,000 increase in loan fees and service charges and
an $10,000  increase in deposit  related  fees  offset by a $13,000  decrease in
profit on the sale of loans.  The  increase in loan fees and service  charges in
the nine month period ended March 31, 2003 is  attributed to an increase in loan
origination activity compared to the prior year period.

Non-Interest Expense

Non-interest  expense  increased  $21,000 to $1.1  million in the quarter  ended
March 31, 2003 compared to the prior year quarter.  The increase in non-interest
expense is  primarily  the result of a $13,000  increase  in staffing  costs,  a
$2,000 increase in professional  fees and 2,000 in charges from losses on demand
deposit overdrafts.

For the nine months ended March 31, 2003 non-interest expense increased $252,000
to $3.4 million from $3.2 million in the prior year period.  The primary factors
for the increase in non-interest expense in the current nine month period were a
$138,000 increase in staffing costs, a $28,000 increase in computer software and
support expense,  a $24,000 increase in office occupancy  expense and an $11,000
increase  in  professional  fees,  as well as $11,000 in charges  from losses on
demand  deposit  overdrafts.   The  increase  in  staffing  costs  is  primarily
attributed  to a $64,000  increase  in costs for  employee  medical  and pension
benefits  and a $31,000  increase  in loan  origination  commissions,  due to an
increase in lending volume.

Income Taxes

Income taxes  decreased  $33,000 to $91,000 in the quarter  ended March 31, 2003
from  $124,000 for the prior year  quarter.  For the nine months ended March 31,
2003 income taxes decreased $26,000 to $288,000 compared to $314,000 in the 2002
period.  The  decrease  in income  taxes in both  periods  was the result of the
decrease in operating income from the prior year periods.


                                      -14-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of funds are deposits,  loan and mortgage backed
securities repayments, proceeds from the maturities of investment securities and
other funds provided by operations.  The Company maintains investments in liquid
assets based upon  management's  assessment of (i) the Company's need for funds,
(ii) expected  deposit flows,  (iii) the yields  available on short-term  liquid
assets  and (iv) the  objectives  of the  Company's  asset/liability  management
program. At March 31, 2003 the Company had commitments to originate $8.2 million
in single-family loans and $507,000 in multi-family residential loans.

The  Company  uses  its  capital  resources  principally  to  meet  its  ongoing
commitments to fund maturing  certificate  of deposits and deposit  withdrawals,
fund existing and continuing loan  commitments,  maintain its liquidity and meet
operating  expenses.  The Company  considers its liquidity and capital  reserves
sufficient  to meet its  outstanding  short and  long-term  needs.  The  Company
expects  to be able to  fund or  refinance,  on a  timely  basis,  its  material
commitments and long-term liabilities.

At March 31,  2003,  the  Association  had  tangible  and core  capital  of $9.3
million, or 5.84% of adjusted total assets, which was approximately $6.9 million
and $4.5 million above the minimum  requirements  in effect on that date of 1.5%
and 3.0%, respectively, of adjusted total assets.

At March 31, 2003, the Association had total capital of $9.7 million  (including
$9.3 million in core  capital) and  risk-weighted  assets of $81.4  million,  or
total capital of 11.87% of  risk-weighted  assets.  This amount was $3.2 million
above the 8.0% requirement in effect on that date.

Item 3. CONTROLS AND PROCEDURES

The Company has adopted interim disclosure  controls and procedures  designed to
facilitate the Company's  financial  reporting.  The interim disclosure controls
currently consist of communications between the Chief Executive Officer and each
department  head to identify  any new  transactions,  events,  trends,  risks or
contingencies which may be material to the Company's  operations.  The Company's
independent auditors meet with the Chief Executive Officer on a quarterly basis,
and with the Audit  Committee  when  requested,  to  identify  and  discuss  the
Company's material accounting policies and disclosure. The Company's CEO and CFO
has evaluated the effectiveness of these interim disclosure  controls within the
90 days  prior to the filing of this  report and has found them to be  adequate.
The Company  maintains  internal controls and has evaluated such controls within
90 day of the filing of this report. There have not been any significant changes
in such internal controls subsequent to the date of their evaluation.


                                      -15-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION

PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

From time to time, the  Association is a party to legal  proceedings  wherein it
enforces its security interest or is a defendant to certain lawsuits arising out
of the ordinary course of its business.  Neither the Company nor the Association
believes  that  it is a  party  to any  legal  proceedings  which  if  adversely
determined  would have a material  adverse effect on its financial  condition at
this time.

Item 2.  CHANGES IN SECURITIES

Not applicable.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

Item 5.  OTHER INFORMATION

Not applicable.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Computation of earnings per share (Exhibit 11 filed herewith).

(b)  No reports on Form 8-K were filed this quarter.



                                      -16-

<PAGE>

                                INDEX TO EXHIBITS

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

11          Computation of Per Share Earnings

99          Certification pursuant to 18 U.S.C. Section 1350, as adopted
            pursuant to Section 906 of THE SARBANES-OXLEY ACT OF 2002



                                      -17-

<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  of  Section 13 or 15 (d) of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



                            MIDLAND CAPITAL HOLDINGS CORPORATION
                            Registrant



DATE:  May 15, 2003         BY: /s/ Paul Zogas
                                -------------------------------------
                                Paul Zogas
                                President, Chief Executive Officer
                                and Chief Financial Officer



DATE:  May 15, 2003         BY: /s/ Charles Zogas
                                -------------------------------------
                                Charles Zogas
                                Executive Vice President and
                                Chief Operating Officer

<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION

               CHIEF EXECUTIVE AND FINANCIAL OFFICER CERTIFICATION

I, Paul Zogas, certify that:

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

2. Based on my  knowledge,  this  quarterly  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 such statements
were made, not  misleading  with respect to the period covered by this quarterly
report.

3. 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 quarterly report;

4. The  registrant's  other  certifying  officers  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,  base on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

     a)   All  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; 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; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  May 15, 2003         BY: /s/ Paul Zogas
                                -------------------------------------
                                Paul Zogas
                                President and Chief Executive Officer
                                and Chief Financial Officer