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 Midnight  Holdings Group,  Inc.
(the  "Company")  on Form 10-QSB for the quarter ended March 31, 2005 filed with
the Securities and Exchange  Commission  (the  "Report"),  I, Nicholas A. Cocco,
Chief Executive 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) of
          the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the consolidated financial condition of the Company
          as of the dates presented and the consolidated result of operations of
          the Company for the periods presented.




Date:    June 28, 2006              /s/ Nicholas A. Cocco
                                    -----------------------------------
                                    Nicholas A. Cocco
                                    Chief Executive Officer of
                                    Midnight Holdings Group, Inc.


This  certification  has been  furnished  solely  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.



A signed  original of this  written  statement  required by Section 906 has been
provided  to Midnight  Holdings  Group,  Inc..  and will be retained by Midnight
Holdings Group, Inc. and furnished to the Securities and Exchange  Commission or
its staff upon request.