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 December 31, 2002

                                       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)


Indicate the number of shares of each of the Issuer's classes of common stock as
of the latest practicable date:

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

                     As of February 14, 2003, the Issuer had
             370,875 shares of Common Stock issued and outstanding.
<PAGE>

<TABLE>
<CAPTION>

                      MIDLAND CAPITAL HOLDINGS CORPORATION


Part  I.  FINANCIAL INFORMATION                                                    PAGE
                                                                                   ----

     Item 1.  Financial Statements
<S>                                                                                  <C>
              Consolidated Statements of Financial Condition -
              December 31, 2002 (unaudited) and June 30, 2002....................... 1

              Consolidated Statements of Earnings -
              Three months ended December 31, 2002 and 2001 and
              Six months ended December 31, 2002 and 2001 (unaudited)............... 2

              Consolidated Statements of Changes in Stockholders' Equity -
              Six months ended December 31, 2002 (unaudited)........................ 3

              Consolidated Statements of Cash Flows - Six months
              ended December 31, 2002 and 2001 (unaudited).......................... 4

              Notes to Consolidated Financial Statements............................ 5-7

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations................................... 8-16

     Item 3.  Controls and Procedures..............................................  16

Part II.  OTHER INFORMATION........................................................  17

     Index to Exhibits.............................................................  18

</TABLE>


<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES
                                ----------------

Part I -- FINANCIAL INFORMATION


Item 1.  FINANCIAL STATEMENTS
Consolidated Statements of Financial Condition
<TABLE>
<CAPTION>

Assets                                                        December 31,     June 30,
------
                                                                  2002           2002
                                                               ------------   -----------
                                                               (Unaudited)
<S>                                                           <C>              <C>
Cash and amounts due from depository institutions             $  4,240,422     4,439,811
Interest-bearing deposits                                       36,837,704    28,481,627
                                                               -----------   -----------
Total cash and cash equivalents                                 41,078,126    32,921,438
Investment securities, held to maturity (fair value:
  December 31, 2002 - $5,047,675;
  June 30, 2002 - $10,182,850)                                   5,004,748    10,026,708
Investment securities available for sale, at fair value          6,390,488     6,279,537
Mortgage-backed securities, held to maturity (fair value:
  December 31, 2002 - $8,136,901;
  June 30, 2002 - $10,553,233)                                   7,940,264    10,359,768
Loans receivable (net of allowance for loan losses:
  December 31, 2002 - $379,560;
  June 30, 2002 - $350,260)                                     92,405,539    85,346,846
Loans receivable held for sale                                        -          739,806
Stock in Federal Home Loan Bank of Chicago                         907,800       896,600
Office properties and equipment, net                             2,707,902     2,816,584
Accrued interest receivable                                        544,344       649,856
Prepaid expenses and other assets                                  566,171       551,805
                                                               -----------   -----------
Total assets                                                  $157,545,382   150,588,948
                                                               ===========   ===========


Liabilities and Stockholders' Equity

Liabilities:
Deposits                                                      $145,323,399   138,443,669
Advance payments by borrowers for taxes and insurance              975,752       985,144
Other liabilities                                                  504,197       763,580
                                                               -----------   -----------
Total liabilities                                              146,803,348   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; issued and outstanding 363,975 shares
  at December 31, 2002 and June 30, 2002                             3,640         3,640
Additional paid-in capital                                       3,276,855     3,276,855
Retained earnings - substantially restricted                     7,190,121     6,917,305
Accumulated other comprehensive income, net of income taxes        271,418       198,755
                                                               -----------   -----------
Total stockholders' equity                                      10,742,034    10,396,555
                                                               -----------   -----------
Total liabilities and stockholders' equity                    $157,545,382   150,588,948
                                                               ===========   ===========
</TABLE>


See accompanying notes to consolidated financial statements.

                                       -1-
<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES
                                ----------------

<TABLE>
<CAPTION>

Consolidated Statements of Earnings

                                            Three Months Ended        Six Months Ended
                                                December 31,             December 31,
                                             2002        2001         2002        2001
                                           ---------   ---------    ---------   ---------

                                                (Unaudited) (Unaudited)

Interest income:
<S>                                       <C>          <C>          <C>         <C>
  Interest on loans                       $1,455,284   1,322,298    2,937,843   2,609,939
  Interest on mortgage-backed securities     119,377     238,220      258,558     507,020
  Interest on investment securities          145,042     439,348      330,457     891,138
  Interest on interest-bearing deposits      131,456      80,516      271,768     221,198
  Dividends on FHLB stock                     13,729      11,518       25,028      23,601
                                           ---------   ---------    ---------   ---------
Total interest income                      1,864,888   2,091,900    3,823,654   4,252,896
                                           ---------   ---------    ---------   ---------

Interest expense:
  Interest on deposits                       743,802   1,024,856    1,528,935   2,189,461
                                           ---------   ---------    ---------   ---------
Total interest expense                       743,802   1,024,856    1,528,935   2,189,461
                                           ---------   ---------    ---------   ---------

Net interest income before provision
  for loan losses                          1,121,086   1,067,044    2,294,719   2,063,435
Provision for loan losses                     15,000           0       30,000           0
                                           ---------   ---------    ---------   ---------
Net interest income after provision
  for loan losses                          1,106,086   1,067,044    2,264,719   2,063,435
                                           ---------   ---------    ---------   ---------

Non-interest income:
  Loan fees and service charges              142,838     106,965      271,788     224,923
  Commission income                           23,406      22,694       41,777      38,313
  Profit on sale of loans                      3,467      16,643       16,598      26,027
  Deposit related fees                       133,627     128,025      265,462     256,963
  Other income                                14,143      15,073       27,338      29,682
                                           ---------   ---------    ---------   ---------
Total non-interest income                    317,481     289,400      622,963     575,908
                                           ---------   ---------    ---------   ---------

Non-interest expense:
  Staffing costs                             664,343     592,432    1,300,423   1,174,601
  Advertising                                 14,627      17,871       29,204      31,358
  Occupancy and equipment expenses           192,985     174,917      379,559     354,149
  Data processing                             49,322      49,789       98,960      99,025
  Federal deposit insurance premiums           5,885       6,024       11,860      12,196
  Other                                      236,873     203,020      488,876     406,806
                                           ---------   ---------    ---------   ---------
Total non-interest expense                 1,164,035   1,044,053    2,308,882   2,078,135
                                           ---------   ---------    ---------   ---------

Income before income taxes                   259,532     312,391      578,800     561,208
Income tax provision                          88,241     106,213      196,792     190,811
                                           ---------   ---------    ---------   ---------
Net income                                $  171,291     206,178      382,008     370,397
                                           =========   =========    =========   =========

Earnings per share (basic)                $      .47         .57         1.05        1.02
                                           =========   =========    =========   =========
Earnings per share (diluted)              $      .46         .56         1.04        1.01
                                           =========   =========    =========   =========
Dividends declared per common share       $      .15         .12          .30         .22
                                           =========   =========    =========   =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       -2-
<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES
                                ----------------
<TABLE>
<CAPTION>


Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

                                                                 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                                           382,008                   382,008

  Other comprehensive income, net of tax:

  Unrealized holding gain
    during the period                                                72,663       72,663
                                                     ---------      -------   ----------
Total comprehensive income                             382,008       72,663      454,671

  Dividends declared on common
    stock ($0.30 per share)                           (109,192)                 (109,192)
                               -----    ---------    ---------      -------   ----------
Balance at December 31, 2002  $3,640    3,276,855    7,190,121      271,418   10,742,034
                               =====    =========    =========      =======   ==========

</TABLE>


See accompanying notes to consolidated financial statements.

                                       -3-
<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES
                                ----------------
<TABLE>
<CAPTION>


Consolidated Statements of Cash Flows (Unaudited)                 Six Months Ended
                                                                     December 31,
                                                                  2002           2001
                                                               -----------    -----------
Cash flows from operating activities:
<S>                                                           <C>                 <C>
Net income                                                    $    382,008        370,397
Adjustments to reconcile net income to net cash from
 operating activities:
  Depreciation                                                     160,349        156,907
  Net amortization (accretion) on securities                        11,022        (15,437)
  Provision for loan losses                                         30,000          -
  Federal Home Loan Bank stock dividend                            (11,200)       (12,000)
  Proceeds from sale of loans held for sale                      1,171,806      1,861,850
  Origination of loans held for sale                              (432,000)    (1,680,800)
  Profit on sale of loans                                          (16,598)       (16,643)
  Decrease in accrued interest receivable                          105,512         14,076
  Decrease in accrued interest payable                              (5,582)        (6,374)
  Decrease in deferred income on loans                             (34,462)       (67,503)
  Increase in other assets                                         (35,201)       (10,135)
  Increase (decrease) in other liabilities                        (253,801)        73,143
                                                               -----------    -----------
Net cash provided by operating activities                        1,071,853        667,481
                                                               -----------    -----------------

Cash flows from investing activities:
  Proceeds from repayments of mortgage backed securities,
    held to maturity                                             2,429,587      3,415,052
  Proceeds from maturities of investment securities,
    held to maturity                                             5,000,000      5,000,000
  Purchase of investment securities, available for sale               -        (4,998,531)
  Loan disbursements                                           (27,140,249)   (19,875,580)
  Loan repayments                                               20,086,018     11,303,698
  Property and equipment expenditures                              (51,667)      (719,988)
                                                               -----------    -----------
Net cash provided by (for) investing activities                    323,689     (5,875,349)
                                                               -----------    -----------

Cash flows from financing activities:
  Deposit receipts                                             219,601,715    208,019,503
  Deposit withdrawals                                         (214,179,736)  (205,783,083)
  Interest credited to deposit accounts                          1,457,751      2,085,986
  Payment of dividends                                            (109,192)       (80,074)
  Increase (decrease) in advance payments by borrowers
    for taxes and insurance                                         (9,392)        30,499
                                                               -----------    -----------
Net cash provided by financing activities                        6,761,146      4,272,831
                                                               -----------    -----------

Increase (decrease) in cash and cash equivalents                 8,156,688       (935,037)
Cash and cash equivalents at beginning of period                32,921,438     20,718,671
                                                               -----------    -----------
Cash and cash equivalents at end of period                    $ 41,078,126     19,783,634
                                                               ===========    ===========

Cash paid during period for interest                          $  1,534,517      2,195,835
Cash paid during period for income taxes                           419,624         78,000
</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 six months  ended  December  31, 2002 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 six month periods ended  December 31,
2002 and 2001 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 December
31, 2002.  Adoption of this statement is not expected to have a material  effect
on the Company's consolidated financial statements.

In  October  2002,  the FASB  issued  SFAS No.  147,  "Acquisitions  of  Certain
Financial Institutions - an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation  No. 9". SFAS No. 72,  "Accounting  for Certain  Acquisitions  of
Banking or Thrift  Institutions",  and FASB  Interpretation No. 9, "Applying APB
Opinions  No.  16 and 17  When a  Savings  and  Loan  Association  or a  Similar
Institution is Acquired in a Business Combination  Accounted for by the Purchase
Method,"  provided  interpretive  guidance on the  application  of the  purchase
method to  acquisitions  of  financial  institutions.  Except for a  transaction
between two or more mutual enterprises,  this Statement removes  acquisitions of
financial  institutions from the scope of both SFAS No. 72 and  Interpretation 9
and requires that those  transactions  be accounted for in accordance  with SFAS
No. 141,  Business  Combinations,  and No. 142,  Goodwill  and Other  Intangible
Assets.  Thus, the  requirement in paragraph 5 of Statement 72 to recognize (and
subsequently  amortize) any excess of the fair value of liabilities assumed over
the fair value of tangible and  identifiable  intangible  assets  acquired as an
unidentifiable  intangible  asset no longer applies to  acquisitions  within the
scope of this  Statement,  including  branch  acquisitions.  In  addition,  this
Statement  amends SFAS No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived  Assets," to include in its scope  long-term  customer-  relationship
intangible  assets of financial  institutions  such as depositor-  and borrower-
relationship   intangible  assets  and  credit  cardholder   intangible  assets.
Consequently,  those intangible assets are subject to the same undiscounted cash
flow  recoverability  test  and  impairment  loss  recognition  and  measurement
provisions that SFAS No. 144 requires for other long-lived  assets that are held
and used.  This statement is effective on October 1, 2002.  The Company  adopted
SFAS No. 147 on October 1, 2002 and upon  adoption,  the  pronouncement  did not
have a material impact on the Company's consolidated financial statements.


                                       -6-
<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Note E - Effect of New Accounting Pronouncements (continued)
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.




                                       -7-
<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.


                                       -8-

<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 December 31,  2002,  Midland  Federal's  capital  ratios  exceeded all of its
regulatory  capital  requirements  with both tangible and core capital ratios of
5.83% and a risk-based capital ratio of 12.20%.

FINANCIAL CONDITION
At December 31, 2002,  total assets of the Company  increased by $7.0 million to
$157.6 million from $150.6 million at June 30, 2002. Loans receivable, including
loans held for sale,  increased  $6.3  million to $92.4  million at December 31,
2002. The Company originated $27.6 million of primarily one-to-four family fixed
rate loans  during the six months  ended  December  31,  2002  compared  to loan
originations of $21.6 million during the prior year period. Approximately, 49.6%
of the fixed rate loans originated during the six months ended December 31, 2002
had original term to maturities of 15 years or less. The higher loan origination
volume  in the  current  six  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 six month
period  were loan  repayments  of $20.1  million  as well as loan  sales of $1.2
million.  There were no new purchases of  mortgage-backed  securities during the
six  months  ended   December  31,  2002  and  as  a  result,   the  balance  of
mortgage-backed  securities  decreased  by $2.4  million to $7.9  million due to
repayments and amortization.  The $6.3 million increase in net loans receivable,
discussed   above,   was  funded  in  part  by  the  $2.4  million  decrease  in
mortgage-backed securities as well as a $6.9 million increase in deposits.

The balance of investment securities classified as held to maturity decreased by
$5.0  million to $5.0  million at December  31, 2002 due to  maturities  of U.S.
Agency securities.  Investment  securities available for sale remained stable at
$6.4  million at December  31, 2002  compared to $6.3  million at June 30, 2002.
Gross  unrealized  gains in the  available for sale  portfolio  were $411,000 at
December  31, 2002  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 December 31, 2002 was 1.75 years.

In  anticipation  of an  increase in economic  activity  and upward  pressure on
interest  rates in fiscal 2003,  the Company  increased  the balance of cash and
cash  equivalents  by $8.2  million to $41.1  million at December  31, 2002 from
$32.9 million at June 30, 2002. The increase in cash equivalents  during the six
months ended December 31, 2002 was partly funded by the proceeds of $5.0 million
in maturing U.S. Agency securities, discussed above.

Non-performing  assets consisted of $763,000 in non-performing loans at December
31,  2002  compared to $164,000 in  non-performing  loans at June 30,  2002.  At
December 31, 2002 non-performing loans included one accruing $230,000 commercial
real estate loan that was 90 days or more  delinquent  at December 31, 2002.  In
January  2003 this  loan was  repaid in full  including  all past due  interest.
Non-accruing  loans at December 31, 2002  consisted  of $517,000 in  one-to-four
family  residential  mortgage  loans and  $16,000  in  non-mortgage  loans.  The
allowance for loan losses  increased by $29,000 to $379,000 at December 31, 2002
as a result  of  $30,000  in loan loss  provisions  offset by $1,000 in net loan
charge offs during the six months ended  December 31, 2002. At December 31, 2002
the  Company's  ratio of allowance for loan losses to  non-performing  loans was
49.72%  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.

                                       -9-

<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.

                                                 December 31,   June 30,
                                                     2002         2002
                                                  ----------    --------
                                                  (Dollars in Thousands)
Non-Accruing Loans:
  One-to-four family                              $517             148
  Multi-family                                      --              --
  Consumer                                          11              15
  Commercial business                                5               1
                                                  ----            ----
      Total                                        533             164
                                                  ----            ----
Accruing loans 90 days or more overdue:
  Commercial real estate                           230              --
                                                  ----            ----
      Total                                        230              --
                                                  ----            ----
            Total non-performing loans            $763            $164
                                                  ----            ----
Foreclosed Assets:
         One-to-four family                         --              --
                                                  ----            ----
                  Total foreclosed assets           --              --
                                                  ----            ----
Total non-performing assets                       $763            $164
                                                  ====            ====

Total as a percentage of total assets             0.48%           0.11%
                                                  ====            ====

As of December  31,  2002,  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.


                                      -10-

<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.

                                                        Six Months Ended
                                                          December 31,
                                                        2002         2001
                                                       -------     -------
                                                     (Dollars in Thousands)

Balance at beginning of period                         $ 350       $ 360
                                                       -----       -----

Charge-offs:
  One-to-four family loans                              --          --
  Consumer loans                                           2           4
  Commercial business loans                             --            21
                                                       -----       -----
    Total charge-offs                                      2          25
                                                       -----       -----

Recoveries:
  One-to-four family loans                                 1        --
  Multi-family loans                                    --          --
  Consumer loans                                        --          --
                                                       -----       -----
    Total recoveries                                       1        --
                                                       -----       -----

Net (charge-offs) recoveries                              (1)        (25)
Additions charged to operations                           30        --
                                                       -----       -----
Balance at end of period                               $ 379       $ 335
                                                       =====       =====

Ratio of net charge-offs during the period to
 average loans outstanding during the period             .00%        .33%

Ratio of net charge-offs during the period to
 average non-performing assets                           .10%       7.56%

Allowance for loan losses to non-performing loans      49.72%      97.76%

Allowance for loan losses to total loans                0.41%       0.43%


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 six months ended  December 31, 2002 increased $6.9 million as a
result of interest credited to deposits in the amount of $1.5 million as well as
actual deposit inflows,  net of withdrawals,  in the amount of $5.4 million. The
net  increase in savings  deposits is  primarily  attributed  to a $5.5  million
increase in  certificate of deposit  accounts due to aggressive  pricing on time
deposits,  a $1.5 million increase in passbook  deposits and a $794,000 increase
in demand deposit  accounts offset by a $706,000  decrease in NOW accounts and a
$152,000 decrease in money market accounts.

Stockholders'  equity increased $345,000,  or 3.3%, to $10.7 million at December
31, 2002 from $10.4  million at June 30,  2002.  The  increase in  stockholders'
equity was due to net income of $382,000  and an increase in  accumulated  other
comprehensive  income of $72,000  offset by the payment of cash dividends in the
amount of $109,000.

                                      -11-
<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

RESULTS OF OPERATIONS
The Company had net income of $171,000 for the quarter  ended  December 31, 2002
compared to net income of $206,000 for the quarter ended  December 31, 2001. The
decrease  in net  income in the  current  quarter  is the  result of a  $120,000
increase in non-interest  expense as well as a $15,000 provision for loan losses
offset by a $54,000  increase  in net  interest  income,  a $28,000  increase in
non-interest income and an $18,000 decrease in income taxes.

For the six  months  ended  December  31,  2002 the  Company  had net  income of
$382,000  compared to net income of $370,000 for the six months  ended  December
31,  2001.  The  increase in net income in the  current six month  period is the
result of a $231,000  increase in net interest income and a $47,000  increase in
non-interest  income offset by a $230,000  increase in non-interest  expense,  a
$30,000  provision for loan losses and a $6,000 increase in income taxes.  For a
discussion on the increases in non-interest income and non-interest expense that
occurred in both the three and six month  periods ended  December 31, 2002,  see
"Non-Interest Income" and "Non-Interest Expense."

The  increase  in  net-interest  income in both the three and six month  periods
ended  December  31, 2002 was  primarily  the result of increases in the average
balance of net earning assets,  or average interest earning assets minus average
interest  bearing  liabilities,  that  occurred in both  periods.  For the three
months  ended  December  31,  2002 the  average  balance of net  earning  assets
increased by $982,000 to $13.9 million from $12.9 million during the same period
last year, and for the six months ended  December 31, 2002, the average  balance
of net earning assets  increased by $602,000 to $14.3 million from $13.7 million
in the prior year period.  The  increases  in net interest  income were also the
result of  increases  in interest  rate  spread that  occurred in both the three
months and six months ended December 31, 2002. Interest rate spread increased to
2.82% for the three  months  ended  December  31,  2002 from 2.80% for the three
months  ended  December 31,  2001.  For the six months  ended  December 31, 2002
interest rate spread  increased to 2.90% compared to 2.65% in the prior year six
month period. The increases in interest rate spread were primarily attributed to
declines in the average  cost of deposits  during both  periods  which more than
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 $227,000, or 10.9%, for the quarter ended December 31,
2002 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 5.03% for the quarter ended December 31, 2002 compared to 6.09% in the
year earlier period. The decline in the average yield earned on interest earning
assets offset a $10.8  million  increase in the average  outstanding  balance of
interest  earning  assets to $148.3  million for the quarter ended  December 31,
2002 from $137.5 million for the quarter ended December 31, 2001.

For the six months ended December 31, 2002,  interest income decreased $429,000,
or 10.1%, from the 2001 period.  The decrease in interest income for the current
six month  period was the result of a decrease  in the average  yield  earned on
interest  earning assets to 5.21% compared to 6.20% for the year earlier period.
The decrease in the average  yield earned on interest  earning  assets  offset a
$9.7 million  increase in the average  outstanding  balance of interest  earning
assets to $147.0  million for the six months ended December 31, 2002 from $137.3
million for the six months ended December 31, 2001.

                                      -12-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Income (continued)
Interest on loans receivable increased $133,000,  or 10.1%, in the quarter ended
December 31, 2002,  compared with the prior year quarter, as a result of a $15.2
million increase in the average  outstanding  balance of net loans receivable to
$91.4  million  from $76.2  million in the 2001  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 6.37% for the quarter  ended
December  31, 2002 from 6.94% 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  $119,000,  or 49.9%, for the
quarter  ended  December  31,  2002 from the  comparable  quarter  in 2001.  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
December 31, 2002, the average balance of mortgage-backed  securities  decreased
$6.2 million to $8.5 million from $14.7 million in the prior year  quarter.  The
average yield earned on  mortgage-backed  securities also decreased to 5.63% for
the quarter ended  December 31, 2002 from 6.48% for the quarter  ended  December
31, 2001. 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 $294,000,  or 67.0%, for the
quarter  ended  December  31,  2002 from the prior  year  period due to an $18.9
million decrease in the average outstanding balance of investment  securities to
$12.6 million from $31.5  million in the 2001 quarter.  The average yield earned
on investment  securities also decreased to 4.58% for the quarter ended December
31, 2002 from 5.59% in the year earlier period.

Interest earned on interest bearing deposits  increased  $51,000,  or 63.3%, for
the quarter ended  December 31, 2002 from the same quarter in 2001. The increase
in interest  income is  attributed  to a $20.6  million  increase in the average
balance of interest  bearing deposits to $34.9 million from $14.3 million in the
2001 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  December  31,  2002,  the average  yield  earned on interest
bearing  deposits  decreased to 1.52% from 2.31% for the quarter ended  December
31, 2001. The $20.6 million  increase in the average balance of interest bearing
deposits  was  primarily  funded by the $18.9  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 six  months  ended  December  31,  2002  interest  on  loans  receivable
increased  $328,000  from the  comparable  prior year  period.  The  increase in
interest  income was primarily  due to a $15.1  million  increase in the average
outstanding  balance of loans  receivable  to $89.8  million  for the six months
ended December 31, 2002 from $74.7 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 6.55% for the
six months ended  December  31, 2002 from 6.98% for the prior year  period.  The
growth in the Company's loan portfolio is attributed to direct  marketing of the
Company's loan products.


                                      -13-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Income (continued)
For the six months ended  December 31, 2002 interest  earned on mortgage  backed
securities  decreased  $248,000 to $259,000.  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 $6.5 million to $9.0 million for the six months ended  December 31,
2002  from  $15.5  million  in the 2001  period.  The  average  yield  earned on
mortgage-backed  securities  also  decreased  to 5.76% for the six months  ended
December 31, 2002 from 6.55% for the comparable prior year period.

For the six  months  ended  December  31,  2002  interest  earned on  investment
securities decreased $561,000 to $330,000 from $891,000 for the six months ended
December 31, 2001.  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 $17.5 million to $13.9
million for the six months  ended  December  31, 2002 from $31.4  million in the
2001 period. The average yield earned on investment securities also decreased to
4.74% for the six months ended  December  31, 2002 from 5.67% in the  comparable
prior year period. The decrease in the average balance of investment  securities
funded an increase in interest bearing deposits.

For the six months ended December 31, 2002 interest  earned on interest  bearing
deposits  increased  $51,000  from the year  earlier  period.  The  increase  in
interest  income was primarily  due to an $18.5 million  increase in the average
outstanding  balance of interest  bearing  deposits to $33.4 million for the six
months ended December 31, 2002 from $14.9 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 1.64% for the six months ended  December 31, 2002 from 2.98% for the
prior year period.

Interest Expense
Interest expense  decreased  $281,000,  or 27.4%, for the quarter ended December
31, 2002 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 2.21% for the  quarter  ended  December  31, 2002 from 3.29% for the
quarter  ended  December  31, 2001.  The  decrease in the average  yield paid on
interest  costing  deposits  offset  a $9.9  million  increase  in  the  average
outstanding  balance of  interest  costing  deposits  to $134.4  million for the
quarter ended December 31, 2002 from $124.5 million for the prior year quarter.

For the six months ended December 31, 2002 interest expense  decreased  $661,000
to $1.5 million  from $2.2  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 2.31% for  current  year period from 3.55% in the
prior year period.  The decrease in the average  yield paid on interest  costing
deposits offset a $9.1 million  increase in the average  outstanding  balance of
interest  costing  deposits to $132.7 million for the current period from $123.6
million for the year earlier period.


                                      -14-

<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  $379,000,  or .41% of
total loans, at December 31, 2002 compared to $350,000,  or .41% of total loans,
at June 30,  2002.  The $29,000  increase in the  Company's  allowance  for loan
losses  during the six months ended  December 31, 2002 was the result of $30,000
in loan loss provisions  offset by $1,000 in net loan  charge-offs.  At December
31, 2002, 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 $379,000  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 increased $28,000 to $317,000 in the quarter ended December
31, 2002 from  $289,000 in the quarter  ended  December  31,  2001.  The primary
factors for the increase in  non-interest  income in the current  quarter were a
$36,000  increase  in loan fees and  service  charges  and a $6,000  increase in
deposit  related  fees  offset  by a $13,000  decrease  in profit on the sale of
loans.

For the six months ended December 31, 2002 non-interest income increased $47,000
to $623,000 from $576,000 in the prior year period. The increase in non-interest
income in the current six month  period  compared  with the prior year period is
primarily  attributed to a $47,000 increase in loan fees and service charges and
an $8,000 increase in deposit related fees offset by a $9,000 decrease in profit
on the sale of loans.  The increase in loan fees and service charges in both the
three and six month periods ended December 31, 2002 is attributed to an increase
in loan origination activity compared to the prior year periods.

Non-Interest Expense
Non-interest  expense  increased  $120,000 to $1.2 million in the quarter  ended
December  31,  2002  compared  to  the  prior  year  quarter.  The  increase  in
non-interest  expense is primarily the result of a $72,000  increase in staffing
costs, an $18,000  increase in office  occupancy  expense,  a $3,000 increase in
professional  fees  and a $3,000  increase  in  computer  software  and  support
expense,  as well as $5,000 in charges from losses on demand deposit overdrafts.
The increase in staffing costs is primarily  attributed to a $26,000 increase in
loan  origination  commissions,  due to an  increase  in lending  volume,  and a
$37,000 increase in costs for employee medical and pension benefits.

For the six months  ended  December  31,  2002  non-interest  expense  increased
$231,000 to $2.3 million from $2.1 million in the prior year period. The primary
factors for the increase in non-interest expense in the current six month period
were a $126,000  increase  in  staffing  costs,  a $30,000  increase in computer
software and support expense, a $25,000 increase in office occupancy expense and
a $9,000 increase in professional fees, as well as $8,000 in charges from losses
on demand  deposit  overdrafts.  The  increase  in staffing  costs is  primarily
attributed  to a $59,000  increase  in costs for  employee  medical  and pension
benefits  and a $36,000  increase  in loan  origination  commissions,  due to an
increase in lending volume.


                                      -15-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Income Taxes
Income taxes decreased $18,000 to $88,000 in the quarter ended December 31, 2002
from  $106,000  for the  prior  year  quarter  as a result  of the  decrease  in
operating income from the prior year quarter.  For the six months ended December
31, 2002 income taxes increased  $6,000 to $197,000  compared to $191,000 in the
prior year period. The increased income tax provision was due to the increase in
operating income as compared to the prior year period.

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 December 31, 2002 the Company had  commitments  to  originate  $2.9
million in single-family 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 December  31,  2002,  the  Association  had tangible and core capital of $9.2
million, or 5.83% of adjusted total assets, which was approximately $6.8 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  December  31,  2002,  the  Association  had total  capital  of $9.6  million
(including  $9.2  million in core  capital)  and  risk-weighted  assets of $78.4
million,  or total capital of 12.20% of  risk-weighted  assets.  This amount was
$3.3 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.


                                     -16-

<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
On October 16, 2002 the  shareholders  held their annual meeting to consider and
act upon the election of Mr.  Michael J. Kukanza and Mr. Richard Taylor to serve
as directors for terms of three years and the ratification of the appointment of
Cobitz,  VandenBerg  & Fennessy as auditors  for the Company for the fiscal year
ending  June  30,  2003.  Both  of the  foregoing  items  were  approved  by the
shareholders  at the meeting by the  following  vote totals  based upon  363,975
shares outstanding and entitled to vote at the meeting.

I.   Election of  Directors  -- 344,024  shares  voted,  as follows:  Michael J.
     Kukanza:  344,024 votes FOR; -0- votes WITHHELD.  Richard  Taylor:  344,024
     votes FOR; -0- votes WITHHELD.

II.  Ratification  of the  appointment  of  Cobitz,  VandenBerg  &  Fennessy  as
     auditors  for the  Company  for the fiscal  year  ending  June 30,  2003 --
     344,024 shares voted, as follows: FOR: 343,024 AGAINST: -0- ABSTAIN: 1,000

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.



                                      -17-

<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


                                      -18-
<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: February 14, 2003     BY: /s/ Paul Zogas
                                -------------------------------------
                                Paul Zogas
                                President, Chief Executive Officer
                                and Chief Financial Officer



DATE: February 14, 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 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 we 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 function):

          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:  February 14, 2003    BY: /s/ Paul Zogas
                                -------------------------------------
                                Paul Zogas
                                President and Chief Executive Officer
                                and Chief Financial Officer