MIDLAND CAPITAL HOLDINGS CORPORATION

                                  EXHIBIT 31.1

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

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 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-15(e) and 15d-15(e)) for the registrant and we have:

      a)    designed such disclosure controls and procedures, or caused such
            disclosure controls to be designed under our supervision, 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; and

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

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

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

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

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


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