MIDLAND CAPITAL HOLDINGS CORPORATION

                                  EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In  connection  with the  quarterly  report  of  Midland  Capital  Holdings
Corporation  (the  "Company") on Form 10-QSB for the quarter ending December 31,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  I Paul Zogas,  President  and Chief  Executive  and  Financial
Officer of the Company,  certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects,  the financial  condition and results of operations
          of the Company.




Date:  February 13, 2004    BY: /s/ Paul Zogas
                                ------------------------------------------------
                                Paul Zogas
                                President, Chief Executive and Financial Officer


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