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 September 30, 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)


<PAGE>

<TABLE>
<CAPTION>
                     As of November 14, 2002, the Issuer had
             363,975 shares of Common Stock issued and outstanding.

                      MIDLAND CAPITAL HOLDINGS CORPORATION

<S>                                                                                 <C>
Part  I.  FINANCIAL INFORMATION                                                     PAGE
                                                                                    ----
     Item 1.  Financial Statements
              Consolidated Statements of Financial Condition -
              September 30, 2002 (unaudited) and June 30, 2002.....................   1

              Consolidated Statements of Earnings - Three Months
              Ended September 30, 2002 and 2001 (unaudited)........................   2

              Consolidated Statements of Changes in Stockholders' Equity -
              Three Months Ended September 30, 2002 (unaudited)....................   3

              Consolidated Statements of Cash Flows - Three Months
              Ended September 30, 2002 and 2001 (unaudited)........................   4

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

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations..................................  7-13


Part II.  OTHER INFORMATION........................................................   14

     Index to Exhibits.............................................................   15

</TABLE>

<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES


Part I -- FINANCIAL INFORMATION

Consolidated Statements of Financial Condition

<TABLE>
<CAPTION>

Assets                                                            September 30,       June 30,
------                                                                2002              2002
                                                                      ----              ----
                                                                  (Unaudited)

<S>                                                              <C>                  <C>
Cash and amounts due from depository institutions                $  3,349,334         4,439,811
Interest-bearing deposits                                          34,279,366        28,481,627
                                                                 ------------       -----------
Total cash and cash equivalents                                    37,628,700        32,921,438
Investment securities, held to maturity (fair value:
  September 30, 2002 - $7,611,725;
  June 30, 2002 - $10,182,850)                                      7,515,602        10,026,708
Investment securities available for sale, at fair value             6,417,812         6,279,537
Mortgage-backed securities, held to maturity (fair value:
  September 30, 2002 - $9,414,096;
  June 30, 2002 - $10,553,233)                                      9,167,242        10,359,768
Loans receivable (net of allowance for loan losses:
  September 30, 2002 - $366,410;
  June 30, 2002 - $350,260)                                        90,370,998        85,346,846
Loans receivable held for sale                                        107,000           739,806
Stock in Federal Home Loan Bank of Chicago                            896,600           896,600
Office properties and equipment, net                                2,775,299         2,816,584
Accrued interest receivable                                           626,125           649,856
Prepaid expenses and other assets                                     469,475           551,805
                                                                 ------------       -----------
Total assets                                                     $155,974,853       150,588,948
                                                                 ============       ===========


Liabilities and Stockholders' Equity
------------------------------------

Liabilities:
Deposits                                                         $143,314,285       138,443,669
Advance payments by borrowers for taxes and insurance               1,342,641           985,144
Other liabilities                                                     674,271           763,580
                                                                 ------------       -----------
Total liabilities                                                 145,331,197       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 September 30, 2002 and June 30, 2002                               3,640             3,640
Additional paid-in capital                                          3,276,855         3,276,855
Retained earnings - substantially restricted                        7,073,426         6,917,305
Accumulated other comprehensive income, net of income taxes           289,735           198,755
                                                                 ------------       -----------
Total stockholders' equity                                         10,643,656        10,396,555
                                                                 ------------       -----------
Total liabilities and stockholders' equity                       $155,974,853       150,588,948
                                                                 ============       ===========

</TABLE>


See accompanying notes to consolidated financial statements.

                                       -1-

<PAGE>

<TABLE>
<CAPTION>

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


Consolidated Statements of Earnings (Unaudited)
                                                                Three Months Ended
                                                                  September 30,
                                                             2002             2001
                                                             ----             ----
<S>                                                       <C>              <C>
Interest income:
  Interest on loans                                       $1,482,560       1,287,641
  Interest on mortgage-backed securities                     139,181         268,799
  Interest on investment securities                          185,415         451,791
  Interest on interest-bearing deposits                      140,312         140,681
  Dividends on FHLB stock                                     11,299          12,084
                                                          ----------       ---------
Total interest income                                      1,958,767       2,160,996
                                                          ----------       ---------
Interest expense:
  Interest on deposits                                       785,134       1,164,605
                                                          ----------       ---------
Total interest expense                                       785,134       1,164,605
                                                          ----------       ---------

Net interest income before provision for loan losses       1,173,633         996,391
Provision for loan losses                                     15,000               0
                                                          ----------       ---------
Net interest income after provision for loan losses        1,158,633         996,391
                                                          ----------       ---------
Non-interest income:
  Loan fees and service charges                              128,950         117,957
  Commission income                                           18,371          15,619
  Profit on sale of loans                                     13,131           9,384
  Deposit related fees                                       131,835         128,938
  Other income                                                13,195          14,610
                                                          ----------       ---------
Total non-interest income                                    305,482         286,508
                                                          ----------       ---------
Non-interest expense:
  Staffing costs                                             636,079         582,169
  Advertising                                                 14,578          13,487
  Occupancy and equipment expenses                           186,574         179,232
  Data processing                                             49,638          49,236
  Federal deposit insurance premiums                           5,975           6,172
  Other                                                      252,003         203,786
                                                          ----------       ---------
Total non-interest expense                                 1,144,847       1,034,082
                                                          ----------       ---------

Income before income taxes                                   319,268         248,817
Income tax provision                                         108,551          84,598
                                                          ----------       ---------
Net income                                                $  210,717         164,219
                                                          ==========         =======

Earnings per share (basic)                                $     0.58            0.45
                                                          ==========         =======
Earnings per share (diluted)                              $     0.57            0.45
                                                          ==========         =======
Dividends declared per common share                       $     0.15            0.10
                                                          ==========         =======
</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                                                                210,717                         210,717

  Other comprehensive
    income, net of tax:

  Unrealized holding gain
    during the period                                                                        90,980          90,980
                                                                          ---------         -------      ----------
Total comprehensive income                                                  210,717          90,980         301,697

  Dividends declared on common
    stock ($0.15 per share)                                                 (54,596)                        (54,596)
                                       ----------        ---------        ---------         -------      ----------
Balance at September 30, 2002          $    3,640        3,276,855        7,073,426         289,735      10,643,656
                                       ==========        =========        =========         =======      ==========

</TABLE>


See accompanying notes to consolidated financial statements.

                                       -3-

<PAGE>


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

Consolidated Statements of Cash Flows (Unaudited)
                                                                         Three Months Ended
                                                                            September 30,
                                                                      2002               2001
                                                                      ----               ----
<S>                                                            <C>                       <C>
Cash flows from operating activities:
Net income                                                     $     210,717             164,219
Adjustments to reconcile net income to net cash from
  operating activities:
  Depreciation                                                        78,950              78,523
  Amortization of premiums and discounts on securities                 5,356              (8,240)
  Provision for loan losses                                           15,000                  --
  Proceeds from sale of loans held for sale                          929,225             684,226
  Origination of loans held for sale                                (296,419)           (725,300)
  Profit on sale of loans                                            (13,131)             (9,384)
  Decrease in accrued interest receivable                             23,731              90,692
  Decrease in accrued interest payable                                (1,683)             (1,892)
  Decrease in deferred income on loans                               (21,162)            (40,056)
  Decrease (increase) in other assets                                 48,593             (98,880)
  (Decrease) increase in other liabilities                           (87,626)             18,775
                                                               -------------          ----------
Net cash provided by operating activities                            891,551             152,683
                                                               -------------          ----------
Cash flows from investing activities:
  Proceeds from repayments of mortgage-backed securities,
    held to maturity                                               1,197,849           1,632,229
  Purchase of investment securities, available for sale                   --          (2,503,906)
  Proceeds from maturities of investment securities,
    held to maturity                                               2,500,000           2,500,000
  Loan disbursements                                             (12,099,733)        (10,974,475)
  Loan repayments                                                  7,081,743           4,340,887
  Property and equipment expenditures                                (37,665)            (10,607)
                                                               -------------          ----------
Net cash provided for investing activities                        (1,357,806)         (5,015,872)
                                                               -------------          ----------
Cash flows from financing activities:
  Deposit account receipts                                       113,294,621         107,089,347
  Deposit account withdrawals                                   (109,174,507)       (105,451,033)
  Interest credited to deposit accounts                              750,502           1,107,807
  Payment of dividends                                               (54,596)            (36,397)
  Increase in advance payments by borrowers
    for taxes and insurance                                          357,497             376,415
                                                               -------------          ----------
Net cash provided by financing activities                          5,173,517           3,086,139
                                                               -------------          ----------

Increase (decrease) in cash and cash equivalents                   4,707,262          (1,777,050)
Cash and cash equivalents at beginning of period                  32,921,438          20,718,671
                                                               -------------          ----------
Cash and cash equivalents at end of period                     $  37,628,700          18,941,621
                                                               =============          ==========

Cash paid during the period for:
  Interest                                                     $     786,817           1,166,497
  Income taxes                                                       255,525               5,654
                                                               =============          ==========

</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 ended  September 30, 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  balances and  transactions  have been  eliminated  in
consolidation.

Note C - Earnings Per Share
Earnings per share for the three month periods ended September 30, 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.

                                       -5-

<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

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

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

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 September 30, 2002,  Midland  Federal's  capital  ratios  exceeded all of its
regulatory  capital  requirements  with both tangible and core capital ratios of
5.85% and a risk-based capital ratio of 12.32%.

FINANCIAL CONDITION
At September 30, 2002, total assets of the Company  increased by $5.4 million to
$156.0 million from $150.6 million at June 30, 2002. Loans receivable, including
loans  available for sale,  increased $4.4 million to $90.5 million at September
30, 2002.  The Company  originated  $12.4 million of primarily  fixed rate loans
during the quarter ended  September 30, 2002  compared to loan  originations  of
$11.7 million during the prior year quarter.  The higher loan origination volume
in the current  quarter  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 quarter were loan repayments
of $7.1 million as well as loan sales of $929,000.  There were no new  purchases
of mortgage-backed securities during the quarter ended September 30, 2002 and as
a result, the balance of mortgage-backed securities decreased by $1.2 million to
$9.2 million due to repayments and  amortization.  The $4.4 million  increase in
net loans  receivable,  discussed  above, was funded in part by the $1.2 million
decrease in  mortgage-backed  securities  as well as a $4.9 million  increase in
deposits.

The balance of investment securities classified as held to maturity decreased by
$2.5  million to $7.5 million at September  30, 2002 due to  maturities  of U.S.
Agency securities.  Investment  securities available for sale remained stable at
$6.4  million at September  30, 2002  compared to $6.3 million at June 30, 2002.
Gross  unrealized  gains in the  available for sale  portfolio  were $439,000 at
September  30, 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 September 30, 2002 was 1.7 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 $4.7 million to $37.6  million at September  30, 2002 from
$32.9  million at June 30,  2002.  The increase in cash  equivalents  during the
quarter  ended  September  30,  2002 was partly  funded by the  proceeds of $2.5
million in maturing U.S. Agency securities, discussed above.

Non-performing  assets consisted of $648,000 in non-accruing  loans at September
30, 2002  compared to $164,000 at June 30, 2002.  The  allowance for loan losses
increased by $16,000 to $366,000 at September 30, 2002 as a result of $15,000 in
loan loss provisions and $1,000 in recoveries during the quarter ended September
30,  2002.  Non-accruing  loans at September  30, 2002  consisted of $620,000 in
one-to-four family residential mortgage loans and $28,000 in non-mortgage loans.
At  September  30,  2002 the  Company's  ratio of  allowance  for loan losses to
non-performing loans was 56.47% 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.

                                               September 30,         June 30,
                                                   2002                2002
                                                   ----                ----
                                                    (Dollars in Thousands)
Non-Accruing Loans:
  One-to-four family                               $620                $148
  Multi-family                                       --                  --
  Consumer                                           24                  15
  Commercial business                                 4                   1
                                                   ----                ----
      Total non-performing loans                   $648                $164
                                                   ----                ----
Foreclosed Assets:
         One-to-four family                          --                  --
                                                   ----                ----
                  Total foreclosed assets            --                  --
                                                   ----                ----

Total non-performing assets                        $648                $164
                                                   ====                ====

Total as a percentage of total assets              0.42%               0.11%
                                                   ====                ====

As of September  30,  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.


                                       -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.

                                                         Three Months Ended
                                                            September 30,
                                                       2002              2001
                                                       ----              ----
                                                       (Dollars in Thousands)

Balance at beginning of period                         $350            $   360

Charge-offs:
  One-to-four family loans                               --                 --
  Consumer loans                                         --                 --
  Commercial business loans                              --                 --
                                                       ----            -------
    Total charge-offs                                    --                 --
                                                       ----            -------
Recoveries:
  One-to-four family loans                                1                 --
  Multi-family loans                                     --                 --
  Consumer loans                                         --                 --
                                                       ----            -------
    Total recoveries                                      1                 --
                                                       ----            -------

Net (charge-offs) recoveries                              1                 --
Additions charged to operations                          15                 --
                                                       ----            -------
Balance at end of period                               $366            $   360
                                                       ====            =======

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

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

Allowance for loan losses to non-performing loans      56.47%            108.61%

Allowance for loan losses to total loans               0.40%               0.48%


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 quarter ended  September 30, 2002  increased  $4.9 million as a
result of  interest  credited  to  deposits in the amount of $751,000 as well as
actual deposit inflows,  net of withdrawals,  in the amount of $4.1 million. The
net  increase in savings  deposits is  primarily  attributed  to a $4.7  million
increase  in  certificate  of deposit  accounts,  a $226,000  increase in demand
deposit  accounts,  an  $88,000  increase  in  passbook  deposits  and a $14,000
increase in NOW accounts offset by a $117,000 decrease in money market accounts.

Stockholders' equity increased $247,000,  or 2.4%, to $10.6 million at September
30, 2002 from $10.4  million at June 30,  2002.  The  increase in  stockholders'
equity was due to net income of $211,000  and an increase in  accumulated  other
comprehensive  income of $91,000  offset by the payment of cash dividends in the
amount of $55,000.

                                      -10-

<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

RESULTS OF OPERATIONS
The Company had net income of $211,000 for the quarter ended  September 30, 2002
compared to net income of $164,000 for the quarter ended September 30, 2001. The
increase  in net  income in the  current  quarter  is the  result of a  $177,000
increase in net interest income and a $19,000  increase in  non-interest  income
offset by a $110,000  increase in non-interest  expense,  a $15,000  increase in
provision  for loan  losses  and a  $24,000  increase  in  income  taxes.  For a
discussion  on the  increases  in  both  non-interest  income  and  non-interest
expense, respectively, see "Non-Interest Income" and "Non-Interest Expense."

The increase in net  interest  income was  primarily  the result of increases in
interest rate spread and net interest  margin.  For the quarter ended  September
30, 2002,  interest rate spread and net interest  margin  increased to 2.98% and
3.22%,  respectively,  from  2.51%  and  2.91% in the prior  year  quarter.  The
increases in both  interest rate spread and net interest  margin were  primarily
attributed to a decline in the average cost of deposits which more than offset a
decline 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 $202,000, or 9.4%, for the quarter ended September 30,
2002 as compared to the same period last year.  The decrease in interest  income
is primarily  attributed  to a decrease in the average  yield earned on interest
earning  assets to 5.38% for the quarter ended  September 30, 2002 from 6.30% in
the prior year  quarter.  The  decrease in the average  yield earned on interest
earning  assets  offset an $8.5  million  increase  in the  average  balance  of
interest  earning assets to $145.7  million for the quarter ended  September 30,
2002 compared to $137.2 million for the quarter ended September 30, 2001.

Interest on loans receivable increased $195,000, or 15.1%, for the quarter ended
September 30, 2002 from the comparable quarter in 2001. The increase in interest
income was  primarily  attributed  to a $15.0  million  increase  in the average
outstanding  balance of net loans  receivable  to $88.3  million for the quarter
ended  September 30, 2001 from $73.3 million for the quarter ended September 30,
2001. The increase in the average  outstanding  balance of net loans  receivable
offset a decrease in the average  yield earned on loans  receivable to 6.72% for
the quarter  ended  September  30, 2002  compared to 7.03% for the quarter ended
September 30, 2001.

Interest on mortgage-backed  securities  decreased  $130,000,  or 48.2%, for the
quarter  ended  September  30,  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 as well as a decrease in the average yield earned
on  mortgage-backed  securities  in the  quarter  ended  September  30,  2002 as
compared  with the same period last year.  For the quarter  ended  September 30,
2002, the average balance of mortgage-backed  securities  decreased $6.7 million
to $9.5 million from $16.2 million in the prior year quarter.  The average yield
earned on  mortgage-backed  securities  also  decreased to 5.88% for the quarter
ended  September 30, 2002 from 6.62% for the quarter  ended  September 30, 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.

                                      -11-

<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Income (continued)
Interest earned on investment  securities decreased $266,000,  or 59.0%, for the
quarter ended  September 30, 2002 from the quarter ended September 30, 2001. The
decrease in interest income is primarily  attributed to a $16.3 million decrease
in the average outstanding balance of investment securities to $15.1 million for
the  quarter  ended  September  30,  2002 from  $31.4  million in the prior year
quarter.  The average yield earned on investment  securities  also  decreased to
4.89% for the quarter ended September 30, 2002 compared to 5.75% for the quarter
ended September 30, 2001.

Interest earned on interest bearing deposits remained stable at $140,000 for the
quarter  ended  September  30, 2002 compared with the same quarter in 2001 as an
increase in the  average  outstanding  balance  offset a decrease in the average
yield earned on interest bearing deposits.  The average  outstanding  balance of
interest  bearing  deposits  increased by $16.5 million to $31.9 million for the
quarter ended  September 30, 2002 from $15.4 million for the prior year quarter.
The average yield earned on interest bearing deposits decreased to 1.76% for the
quarter ended  September 30, 2002 from 3.65% for the quarter ended September 30,
2001. The $16.5 million  increase in interest bearing deposits was funded by the
$16.3  million  decrease  in  the  Company's  investment  securities  portfolio,
discussed above.

Interest Expense
Interest expense decreased  $379,000,  or 32.6%, for the quarter ended September
30, 2002 compared with the prior year quarter.  The decrease in interest expense
is  attributable  to a decrease  in the average  cost paid on  interest  costing
deposits to 2.40% for the quarter  ended  September  30, 2002 from 3.80% for the
quarter  ended  September  30,  2001.  The  decrease in the average cost paid on
interest  costing  deposits was partially  offset by an $8.3 million increase in
the average  outstanding  balance of interest costing deposits to $131.0 million
for the quarter ended  September 30, 2002 from $122.7 million for the prior year
quarter.

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  $366,000,  or .40% of
total loans, at September 30, 2002 compared to $350,000, or .41% of total loans,
at June 30,  2002.  The $16,000  increase in the  Company's  allowance  for loan
losses  during the current  quarter was the result of $1,000 in  recoveries  and
$15,000 in loan loss provisions. The Company incurred no loan charge-offs during
the quarter ended September 30, 2002. At September 30, 2002, after consideration
of the high  concentration  of  one-to-four  family  mortgage  loans in the loan
portfolio,  the absence of any loan charge offs and the strong  housing  market,
the  $366,000  allowance  for loan  losses was  determined  by the Company to be
consistent  with its policy for the  establishment  and  maintenance of adequate
levels of loan loss reserves.

Non-Interest Income
Non-interest income increased $19,000 to $305,000 in the quarter ended September
30,  2002 as  compared to the prior year  quarter.  The primary  factors for the
increase in non-interest  income in the current quarter were an $11,000 increase
in loan fees and  service  charges,  a $4,000  increase in profit on the sale of
loans,  a $3,000  increase  in deposit  related  fees and a $3,000  increase  in
commission  income. The increase in loan fees and service charges in the current
quarter is attributed to an increase in loan  origination  activity  compared to
the prior year  quarter,  as loan  originations  increased to $12.4 million from
$11.7 million,  while loan sales amounted to $929,000 during the current quarter
compared to $684,000 in the prior year quarter.

                                      -12-

<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Non-Interest Expense
Non-interest  expense  increased  $110,000 to $1.1 million in the quarter  ended
September  30,  2002 as  compared  to the prior year  quarter.  The  increase in
non-interest  expense is primarily the result of a $54,000  increase in staffing
costs, a $27,000  increase in computer  software and support  expense,  a $7,000
increase in office occupancy expense and a $6,000 increase in professional fees.
The increase in staffing costs is primarily  attributed to a $22,000 increase in
the  cost of  employee  benefits  and a  $10,000  increase  in loan  origination
commissions,  due to an increase  in lending  volume.  The  increase in computer
software and support expense is primarily  attributed to the conversion to a new
computer network operating system during the current quarter.

Income Taxes
Income taxes  increased  $24,000 to $109,000 in the quarter ended  September 30,
2002 from  $85,000  for the same  period  last year.  The  increased  income tax
provision was due  primarily to the increase in operating  income in the quarter
ended September 30, 2002 as compared to the quarter ended September 30, 2001.

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 September 30, 2002 the Company had  commitments  to originate  $6.7
million in  single-family  mortgage  loans and  commitments  to sell $107,000 in
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 September  30, 2002,  the  Association  had tangible and core capital of $9.1
million, or 5.85% of adjusted total assets, which was approximately $6.8 million
and $4.4 million above the minimum  requirements  in effect on that date of 1.5%
and 3.0%, respectively, of adjusted total assets.

At  September  30,  2002,  the  Association  had total  capital of $9.5  million
(including  $9.1  million in core  capital)  and  risk-weighted  assets of $76.5
million,  or total capital of 12.38% of  risk-weighted  assets.  This amount was
$3.4 million above the 8.0% requirement in effect on that date.

DISCLOSURE AND INTERNAL CONTROLS
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 has evaluated
the effectiveness of these interim disclosure  controls within the 90 days prior
to the filing of this report.  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.

                                      -13-
<PAGE>


              MIDLAND CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES

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  that,  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)  Exhibits:
     See Exhibit Index.
(b)  No reports on Form 8-K were filed the quarter ended September 30, 2002.


                                      -14-

<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


                                      -15-
<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:  November 14, 2002    BY: /s/ Paul Zogas
                                ------------------------------------------------
                                Paul Zogas
                                President, Chief Executive Officer
                                and Chief Financial Officer



DATE:  November 14, 2002    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:  November 14, 2002    BY: /s/ Paul Zogas
                                ------------------------------------------------
                                Paul Zogas
                                President and Chief Executive Officer
                                and Chief Financial Officer