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 March 31, 2004
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: May 14, 2004              BY: /s/ Paul Zogas
                                    -------------------------------------
                                    Paul Zogas
                                    President, Chief Executive and Financial
                                    Officer