UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                Form 10-KSB

(Mark One)
     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 2004

     [ ]  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: 000-27827

                     MEZZANINE INVESTMENT CORPORATION
            (Exact name of Registrant as specified in charter)

NEVADA                                             33-0874810
State or other jurisdiction of                     I.R.S. Employer I.D. No.
incorporation or organization

170 NEWPORT CENTER DRIVE, SUITE 220, NEWPORT BEACH, CA      92660
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number, including area code:  (949) 644-0095

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock,
Par Value $.001

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.
(1) Yes [X] No [ ]   (2) Yes [X] No [ ]

Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]

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State issuer's revenues for its most recent fiscal year:  $  -0-

The aggregate market value of the voting stock held by non-affiliates of
the registrant (103,500 shares) as of March 23, 2005, was $30,735, computed
by reference to the price at which the stock was originally sold by the
registrant.  The aggregate market value of the voting stock held by
non-affiliates of the registrant computed by using the closing sale price
has been indeterminable within the past 60 days since there was no public
market for the stock during that period.

At March 23, 2005, there were 120,000 shares of the Registrant's Common
Stock outstanding.

Documents Incorporated by Reference:  None



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                             TABLE OF CONTENTS

PART I                                                                     4

 ITEM 1.  DESCRIPTION OF BUSINESS                                          4
 ITEM 2.  DESCRIPTION OF PROPERTY                                          7
 ITEM 3.  LEGAL PROCEEDINGS                                                7
 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              7

PART II                                                                    7

 ITEM 5.  MARKET FOR COMMON EQUITY AND
          RELATED STOCKHOLDER MATTERS                                      7
 ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION        8
 ITEM 7.  FINANCIAL STATEMENTS                                             9
 ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE                          10
 ITEM 8A. CONTROLS AND PROCEDURES                                         10
 ITEM 8B. OTHER INFORMATION                                               10

PART III                                                                  11

 ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT               11
 ITEM 10. EXECUTIVE COMPENSATION                                          12
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          AND RELATED STOCKHOLDER MATTERS                                 12
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  14
 ITEM 13. EXHIBITS                                                        15
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                          16

SIGNATURES                                                                17


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                                  PART I

                     ITEM 1.  DESCRIPTION OF BUSINESS

History and Organization

     Mezzanine Investment Corporation (the "Company") was incorporated
under the laws of the State of Nevada on August 19, 1999.  The Company has
conducted no activities since its inception except in connection with the
filing of a registration statement on Form 10-SB on October 26, 1999.  The
registration statement became effective on December 27, 1999.

Proposed Business

     The Company is seeking potential business acquisitions or
opportunities to enter into in an effort to commence business operations.
The Company does not propose to restrict its search for a business
opportunity to any particular industry or geographical area and may,
therefore, engage in essentially any business in any industry.  The Company
has unrestricted discretion in seeking and participating in a business
opportunity.

     The Company's Board of Directors, which consists of a single
individual, Eric Chess Bronk, shall make the initial determination whether
to complete any such venture; it is unlikely the Board of Directors will
submit final approval of any proposed transaction to the shareholders,
unless required by state corporate law.  In connection with such approval
by the shareholders, the Company would to provide disclosure documentation
to its shareholders as required under Section 14 of the Securities Exchange
Act of 1934, and the rules and regulations promulgated thereunder.

     The selection of a business opportunity in which to participate is
complex and risky.  Additionally, as the Company has only limited resources
available to it, it may be difficult to find good opportunities.  There can
be no assurance that the Company will be able to identify and acquire any
business opportunity based on management's business judgment.

     The Company has begun negotiations with potential business ventures,
but has not entered into any definitive agreement or arrangement.
Management decided to file its Registration Statement on a voluntary basis
before seeking a business venture.  Management believes that being a
reporting company may increase the likelihood that existing business
ventures may be willing to negotiate with the Company.  The Company also
intends to seek quotation of its Common Stock on the Pink Sheets or the OTC
Bulletin Board.  In order to have stock quoted on the OTC Bulletin Board, a
company must be subject to the reporting requirements of the 1934 Act,
either by virtue of filing a registration statement on Form 10 or Form 10-SB,
or by filing a registration statement under the 1933 Act.  The Company
anticipates that it would voluntarily file periodic reports with the
Securities and Exchange Commission, in the event its obligation to file
such reports is terminated under the Securities Exchange Act of 1934, if
the Common Stock of the Company were quoted on the OTC Bulletin Board.

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     In connection with the application for quotation of the Company's
Common Stock on the Pink Sheets or the OTC Bulletin Board, management
intends to seek a broker-dealer to become the initial market maker for the
Company's Common Stock and to submit the application to the Pink Sheets or
the OTC Bulletin Board.  There have been no preliminary discussions or
understandings between the Company, or anyone acting on its behalf, and any
market maker regarding such application or the participation of any such
market maker in the future trading market for the Company's Common Stock.
Management intends to contact broker-dealers who make markets in Pink Sheet
or Bulletin Board companies until one agrees to make the application.
There is no assurance that the Company will be successful in locating such
a broker-dealer, or that the application, if submitted, would be approved.
The Company does not intend to use outside consultants to obtain market
makers.  In addition, the Company does not intend to use any of its
shareholders to obtain market makers.

     Management intends to consider a number of factors prior to
making any final decision as to whether to participate in any specific
business endeavor, none of which may be determinative or provide any
assurance of success.  These may include, but will not be limited to, an
analysis of the quality of the entity's management personnel; the
anticipated acceptability of any new products or marketing concepts; the
merit of technological changes; its present financial condition, projected
growth potential and available technical, financial and managerial
resources; its working capital, history of operations and future prospects;
the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific
objective criteria.

     Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors.  Further, in the case of a new business venture or one that is in
a research and development stage, the risks will be substantial, and there
will be no objective criteria to examine the effectiveness or the abilities
of its management or its business objectives.  Also, a firm market for its
products or services may yet need to be established, and with no past track
record, the profitability of any such entity will be unproven and cannot be
predicted with any certainty.

     Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis
or verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular
business opportunity; however, due to time constraints of management, these
activities may be limited.

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     The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor.  The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of its director, executive officers and
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community, attorneys, and
others who may present unsolicited proposals.  In certain cases, the
Company may agree to pay a finder's fee or to otherwise compensate the
persons who submit a potential business endeavor in which the Company
eventually participates.  Such persons may include the Company's director,
executive officers, beneficial owners or their affiliates.  In this event,
such fees may become a factor in negotiations regarding a potential
acquisition and, accordingly, may present a conflict of interest for such
individuals.

     The Company's director and executive officers have not used any
particular consultants, advisors or finders on a regular basis to locate
potential business opportunities.

     The possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, director,
beneficial owners or their affiliates may have an ownership interest.
Current Company policy does not prohibit such transactions.  Because no
such transaction is currently contemplated, it is impossible to estimate
the potential pecuniary benefits to these persons.

     Although it currently has no plans to do so, depending on the nature
and extent of services rendered, the Company may compensate members of
management in the future for services that they may perform for the
Company.  Because the Company currently has extremely limited resources,
and is unlikely to have any significant resources until it has completed a
merger or acquisition, management expects that any such compensation would
take the form of an issuance of the Company's stock to these persons; this
would have the effect of further diluting the holdings of the Company's
other stockholders.  However, due to the minimal amount of time devoted to
management by any person other than the Company's current director and
executive officers, there are no preliminary agreements or understandings
with respect to management compensation.  Although it is not prohibited by
statute or its Articles of Incorporation, the Company has no plans to
borrow funds and use the proceeds to make payment to its management,
promoters or affiliates.

     Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers,
ranging from a small amount to as much as $250,000.  These fees are usually
divided among promoters or founders, after deduction of legal, accounting
and other related expenses, and it is not unusual for a portion of these
fees to be paid to members of management or to principal stockholders as
consideration for their agreement to retire a portion of the shares of
Common Stock owned by them.  However, management does not presently
anticipate actively negotiating or otherwise consenting to the purchase of
all or any portion of its Common Stock as a condition to, or in connection
with, a proposed merger or acquisition.  In the event that such fees are
paid, they may become a factor in negotiations regarding any potential
acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.

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<PAGE>

     The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no
specific business and may acquire or participate in a business opportunity
based on the decision of management.  The risks faced by the Company are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant capital.

     The Company has had no employees since its inception and does not
intend to employ anyone in the future, unless its present business
operations were to change.  The Company is not paying salaries or other
forms of compensation to its present officers and director for their time
and effort.  Unless otherwise agreed to by the Company, the Company does
intend to reimburse its officers and directors for out-of-pocket expenses.

                     ITEM 2.  DESCRIPTION OF PROPERTY

     The Company's administrative offices are located at 170 Newport Center
Drive, Suite 220, Newport Beach, California, which are the offices of Cygni
Capital LLC, a corporation affiliated with Eric Chess Bronk, the director
and an executive officer of the Company.  The office space is furnished at
no cost to the Company by Mr. Bronk and Cygni Capital LLC and may be shared
by other unrelated companies.

                        ITEM 3.  LEGAL PROCEEDINGS

     No legal proceedings are reportable pursuant to this item.

       ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of shareholders of the Company
during the fourth quarter of the fiscal year ended December 31, 2004.

                                  PART II

                   ITEM 5.  MARKET FOR COMMON EQUITY AND
                        RELATED STOCKHOLDER MATTERS

     There is no established trading market for the Common Stock of the
Company.

     None of the common shares are subject to outstanding options or
warrants, nor are there any other outstanding securities convertible into
shares of Common Stock.  Of the 120,000 outstanding common shares, all have
been held for at least one year.  The Company is aware that the staff of
the Securities and Exchange Commission has taken the position that Rule 144
would not be available for shares issued at a time during which an issuer
was a blank check issuer and that these shares could only be resold through
a registered offering.  Management has determined that if such position
were to apply to the shares issued in the organization of the Company, it
would agree to register, at no cost to the selling shareholders, the resale
of such shares for these parties.  The Company has expressly granted
piggy-back registration rights to register 1,617

                                     7
<PAGE>

shares issued to counsel for the Company.  The Company has not proposed to
publicly offer any shares of Common Stock

     At March 23, 2005, the Company had 29 shareholders of record.  The
Company has appointed Interwest Transfer Company, Inc., 1981 East 4800
South, Suite 100, Salt Lake City, UT 84117, to act as its transfer agent.

     Since its inception, the Company has not paid any dividends on its
Common Stock and the Company does not anticipate that it will pay dividends
in the foreseeable future.

     The Company has not adopted any equity compensation plans.

     During the year ended December 31, 2004, no securities were sold by
the Company.

     There were no purchases made during the fourth quarter ended December 31,
2004, by or on behalf of the Company or any affiliated purchaser of shares
or other units of any class of the Company's common stock.

    ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The Company has not commenced development of any business.  Since its
inception, the Company has had no operations.  The Company was organized
for the purpose of engaging in any lawful activity permitted under Nevada
state law; however, the Company does not have any significant cash or other
material assets, nor does it have an established source of revenues
sufficient to cover operating costs and to allow it to continue as a going
concern.  The Company intends to take advantage of any reasonable business
proposal presented which management believes will provide the Company and
its stockholders with a viable business opportunity.  The board of
directors will make the final approval in determining whether to complete
any acquisition, but will submit the proposal to the shareholders for final
approval.

     The original shareholders contributed a total of $25,383 in cash and
$7,617 in services as capital contributions for stock of the Company.

     Rigel Funds Management, Ltd., an entity of which Eric C. Bronk, an
executive officer and sole director of the Company, is a director, loaned
$4,617 to the Company at its inception for operating expenses.  Rigel has
loaned an additional $12,346 to the Company for operating expenses.

     Cygni Capital LLC, a limited liability company that Mr. Bronk is the
managing member and president, has loaned a total of $11,697 to the Company
for operating expenses.

     Each of these loans is evidenced by one or more promissory notes which
are due and payable upon demand and have interest rates of 10%.  The
accumulated interest to December 31, 2004, is $3,080.  If the company is
unable to find a suitable business by the time the notes are

                                     8
<PAGE>

called due, it is anticipated that the Company would try to renegotiate the
term of the note.  See "Item 12.  Certain Relationships and Related
Transactions."

     Management estimates that the cash requirements for the year ending
December 31, 2005, will be approximately $10,000, if no change in
operations occurs during the year.  These funds will be used to prepare and
file the periodic reports required under the Exchange Act.  Management
anticipates that these funds will be loaned to the Company on the same or
similar terms as those of previous loans to the Company.  There is no
agreement with any of the companies and no assurance that all or a portion
of these funds will be loaned to the Company.  If the Company is unable to
borrow such funds, management will seek other sources of funding which are
currently unknown to management.  There is no assurance that such funding
would be available, or that if it is made available, it could be obtained
on terms favorable to the Company.

     The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements, disclosure
documents, and other instruments will require substantial management time
and attention and will require the Company to incur costs for payment of
accountants, attorneys, and others.  If a decision is made not to
participate in or complete the acquisition of a specific business
opportunity, the costs incurred in a related investigation will not be
recoverable.  Further, even if an agreement is reached for the
participation in a specific business opportunity by way of investment or
otherwise, the failure to consummate the particular transaction may result
in the loss to the Company of all related costs incurred.

     Currently, management is not able to determine the time or resources
that will be necessary to locate and acquire or merge with a business
prospect.  There is no assurance that the Company will be able to acquire
an interest in any such prospects, products, or opportunities that may
exist or that any activity of the Company, regardless of the completion of
any transaction, will be profitable.  If and when the Company locates a
business opportunity, management of the Company will give consideration to
the dollar amount of that entity's profitable operations and the adequacy
of its working capital in determining the terms and conditions under which
the Company would consummate such an acquisition.  Potential business
opportunities, no matter which form they may take, will most likely result
in substantial dilution for the Company's shareholders due to the likely
issuance of stock to acquire such an opportunity.

Off-Balance Sheet Arrangements

     There are currently no off-balance sheet arrangements.  Until the
Company is able to locate a potential business for acquisition or business
prospect to merge with, there will likely not be any arrangements.

                       ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of the Company required by this item are set
forth immediately following the signature page of this annual report.

                                     9
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          ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                  ON ACCOUNTING AND FINANCIAL DISCLOSURE

     A Form 8-K dated February 10, 2004, was filed on February 24, 2004,
reporting the merger of our auditor, Bierwolf, Nilson & Associates, into
Chisholm, Bierwolf & Nilson, LLC.  Bierwolf, Nilson & Associates had
audited our financials statements for the two fiscal years ended December 31,
2002 and 2001.  There were no disagreements with Bierwolf, Nilson &
Associates on any matter regarding accounting principles or practices,
financial statement disclosure, or auditing scope or procedure during the
past two fiscal years or any subsequent interim period preceding the date
of change.

                     ITEM 8A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

     The principal executive officer and principal financial officer, Eric
Bronk, has concluded, based on his evaluation, as of the end of the period
covered by this report, that the Company's disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Exchange Act) are
(1) effective to ensure that material information required to be disclosed by
us in reports filed or submitted by us under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in
the  rules and forms of the Securities and Exchange Commission, and
(2) designed to ensure that material information required to be disclosed
by us in such reports is accumulated, organized and communicated to the
management, including the principal executive officer and principal
financial officer, as appropriated, to allow timely decisions regarding
required disclosure.

Internal Control Over Financial Reporting

     There were no changes in the Company's internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) that
occurred during the most recent quarter that has materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.

     It should be noted that any system of controls, however well designed
and operated, can provide only reasonable and not absolute assurance that
the objectives of the system will be met.  In addition, the design of any
control system is based in part upon certain assumptions about the
likelihood of future events.  Because of these and other inherent
limitations of control systems, there is only reasonable assurance that the
Company's controls will succeed in achieving their stated goals under all
potential future conditions.

                        ITEM 8B.  OTHER INFORMATION

     No information is reportable pursuant to this item.

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                                 PART III

  ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The following table sets forth as of March 23, 2005, the name, age,
and position of the executive officers and sole director of the Company:

     Name                Age   Position(s)                  Director Since

     Eric Chess Bronk    58    Director, President &        1999
                               Secretary/Treasurer
     Lynn Carlson        50    Vice-President & Assistant   --
                               Secretary

     Directors are elected for a term of one year and until their
successors are elected and qualified.  Annual meetings of the stockholders,
for the selection of directors to succeed those whose terms expire, are to
be held at such time each year as designated by the Board of Directors.  The
Board of Directors has not selected a date for the next annual meeting of
shareholders.  Officers of the Company are elected by the Board of
Directors, which is required to consider that subject at its first meeting
after every annual meeting of stockholders.  Each officer holds his office
until his successor is elected and qualified or until his earlier
resignation or removal.

     Set forth below is certain biographical information regarding the
Company's current executive officers and sole director:

     ERIC CHESS BRONK has been the president, secretary and treasurer of
the Company since its inception in August 1999.  From June 1998 to the
present, Mr. Bronk has been the President of Cygni Capital, LLC, a
California limited liability company engaged in financial consulting
services.  From 1972 to the present Mr. Bronk has been a practicing
attorney, licensed to practice law in the State of California and in
Washington, D.C.  Mr. Bronk received his bachelor of arts degree in 1967
from Penn State University, and he received his law degree in 1972 from
America University, Washington College of Law.

     LYNN CARLSON has been the assistant secretary and vice-president of
the Company since January 2002.  She has worked for Cygni Capital LLC, a
financial consulting firm, since November 1998 as an administrative
assistant and account executive.

     Management devotes only nominal time to the activities of the Company.
If the Company is able to locate a suitable new business venture, it is
anticipated that Mr. Bronk will devote substantially all of his time to
completing the acquisition.

     There are no other employees who are expected to make a significant
contribution to the business and there are no intentions to employ anyone
until business operations change.

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     There are no family relationships between any of the officers and the
director or persons nominated to become directors or executive officers.

     The entire board of directors of the Company is currently acting as
the audit committee.  There is no financial expert currently on the audit
committee as there is no current activity in the Company.

     There are no established procedures for security holders to recommend
nominees for the board of directors.

Code of Ethics

     The Company has not adopted a code of ethics that applies to the
Company's principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions, because it has not commenced development of its business.

                     ITEM 10.  EXECUTIVE COMPENSATION

     There has been no compensation awarded to, earned by, or paid to any
of the executive officers of the Company during the years ended December 31,
2004, 2003, and 2002.

     The Company has no employment or compensation agreements or
arrangements with either of its officers.

     Directors are permitted to receive fixed fees and other compensation
for their services as directors, as determined by the Board of Directors.
The Board of Directors has not adopted any policy in regard to the payment
of fees or other compensation to directors, and no fees or compensation
have been paid to, or accrued by, the present director.

 ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                      AND RELATED STOCKHOLDER MATTERS

     The following table sets forth certain information furnished by
current management concerning the ownership of Common Stock of the Company
as of March 23, 2005, of (i) each person who is known to the Company to be
the beneficial owner of more than 5 percent of the Common Stock; (ii) all
directors and executive officers; and (iii) directors and executive
officers of the Company as a group:

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                                   Amount and Nature
Name and Address                   of Beneficial
of Beneficial Owner                Ownership (1)           Percent of Class

Eric C. Bronk                      14,500(2)               12.08%
170 Newport Center Drive
Suite 220
Newport Beach, CA   92660

Lynn Carlson                       2,000                   1.67%
170 Newport Center Drive
Suite 220
Newport Beach, CA   92660

Executive Officers and             16,500                  13.75%
Directors as a Group
(2 Persons)

Rigel Funds Management, Ltd.       11,500                  9.58%
Clarendon House
2 Church St.
Hamilton, Bermuda HM DX

Baldwin Investments Ltd            11,500                  9.58%
99-101 Regent Street
1st Floor
London W1R 7HB, UK

Starling Securities Ltd.           11,500                  9.58%
Suite 2B, Mansion House
143 Main Street
Gibraltar

Fleming Securities                 10,883                  9.07%
Suites 1601-1603
32 Hollywood Rd.
Hong Kong

Rigel Services Ltd.                8,000                   6.67%
Falcon Cliff
Palace Road
Douglas
Isle of Man, UK

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<PAGE>

Carl Suter                         7,500                   6.25%
4070 Cassia Lane
Yorba Linda, CA   92886
_______________
     (1)  Unless otherwise indicated, this column reflects amounts as to
which the beneficial owner has sole voting power and sole investment power.
     (2)  Of the shares beneficially owned by Mr. Bronk 3,000 are owned
directly by Suter GC Trust, a trust for which Mr. Bronk is the trustee.
While Mr. Bronk disclaims any interest in these shares, he is deemed to
share beneficial ownership of such shares with this entity.

     The Company is seeking potential business acquisitions or
opportunities.  (See "Item 1.  Description of Business.")  It is likely
that such a transaction would result in a change of control of the Company,
by virtue of issuing a controlling number of shares in the transaction,
change of management, or otherwise.

     At December 31, 2004, the Company had no any equity compensation plan
under which equity securities of the Company were authorized for issuance.

         ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On September 29, 1999, Rigel Funds Management, Ltd., a corporation of
which Mr. Bronk is a director, loaned $4,617 to the Company.  The
promissory note bears 10% interest per annum and was originally due on or
before September 29, 2000.  The note was extended to be due and payable
upon demand.  Rigel has loaned additional funds to the Company in the
amount of $10,000 on April 27, 2001, and in the amount of $2,346 on June 14,
2002.  Both additional promissory notes bear 10% interest and are due and
payable upon demand.

     On December 12, 2000, Cygni Capital, LLC, a limited liability company
of which Mr. Bronk is the president and managing member, loaned $1,381 to
the Company.  The promissory note bears 10% interest per annum and is due
and payable upon demand.  Cygni has continued to forward additional
operating funds to the Company for which the following promissory notes
have been issued:  $4,258 on December 31, 2002; $500 on December 31, 2003;
$124 on March 31, 2004; $1,200 on May 19, 2004; $225 on June 30, 2004; and
$4,009 on December 31, 2004.  All of the notes bear 10% interest and are
due and payable upon demand.

     On January 2, 2001, Trycera Financial, Inc., a corporation of which
Mr. Bronk is a shareholder, loaned $1,200 to the Company.  The promissory
note was paid in full, with interest forgiven, on May 28, 2004.

     On May 2, 2001, the Company loaned $3,500 to Caneum, Inc., a
corporation of which Mr. Bronk is a shareholder.  The promissory note was
paid in full, with interest, on June 1, 2003.

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<PAGE>

Other Public Shell Activities

     Mr. Bronk is involved as a director or executive officer, or
shareholder, of other companies that may be deemed to be "blank check"
companies, but has not been involved in any blank check public offerings.
The following is a brief description of his involvement in these other
companies:

  *  Alnilam Corporation.  Mr. Bronk was a founder of this entity which was
     incorporated on May 10, 2000.  He beneficially owns 59,750 shares, or
     approximately 11.95%, of the outstanding stock of this entity.
     Alnilam has no current business operations and is seeking a business
     opportunity to commence operations.
  *  Cygni Investments, Inc.  Mr. Bronk was a founder of this entity which
     was incorporated on November 17, 1999.  He beneficially owns 59,750
     shares, or approximately 11.95%, of the outstanding stock of this
     entity.  Cygni has no current business operations and is seeking a
     business opportunity to commence operations.

     The selection of a business opportunity for each of these entities,
including the Company, may create a conflict of interest in determining to
which of these entities to present the opportunity.

                            ITEM 13.  EXHIBITS

     The following exhibits are included as part of this report:

Exhibit
No.     Description of Exhibit                                        Location

3.1     Articles of Incorporation filed August 19, 1999                  (1)
3.2     Current Bylaws                                                   (1)
4.1     Form of Common Stock Certificate                                 (1)
10.1    Promissory Note dated September 29, 2001 to Rigel Funds
        Management Ltd.                                                  (2)
10.2    Promissory Note dated December 12, 2001 to Whitelight
        Technologies, Inc.                                               (2)
10.3    Promissory Note dated January 2, 2002 to Rigel Funds
        Management Ltd.                                                  (2)
10.4    Promissory Note dated April 27, 2001 to Rigel Funds
        Management Ltd.                                                  (2)
10.5    Promissory Note dated June 14, 2002 to Cygni Capital, LLC        (3)
10.6    Promissory Note dated December 31, 2002 to Cygni Capital, LLC    (3)
10.7    Promissory Note dated December 31, 2003 to Cygni Capital, LLC    (5)
10.8    Promissory Note dated March 31, 2004 to Cygni Capital, LLC       (5)
10.9    Promissory Note dated June 30, 2004 to Cygni Capital, LLC      Attached
10.10   Promissory Note dated May 28, 2004 to Cygni Capital, LLC       Attached
10.11   Promissory Note dated December 31, 2004 to Cygni Capital, LLC  Attached
16.1    Letter from Bierwolf, Nilson & Associates                        (4)
31.1    Certification of the Principal Executive Officer pursuant to
        Rule 13(a)-14                                                  Attached

                                    15
<PAGE>

31.2    Certification of the Principal Financial Officer pursuant to
        Rule 13(a)-14                                                  Attached
32      Certification of the Principal Executive and Financial Officer
        pursuant to Section 1350                                       Attached

     (1) Incorporated by reference from the Company's registration
statement on Form 10-SB filed with the Securities and Exchange Commission
on October 26, 1999, File No. 000-27827.
     (2) Incorporated by reference from the Company's annual report on Form
10-KSB for the year ended December 31, 2001, filed with the Securities and
Exchange Commission on April 1, 2002, File No. 000-27827.
     (3) Incorporated by reference from the Company's annual report on Form
10-KSB for the year ended December 31, 2002, filed with the Securities and
Exchange Commission on March 31, 2003, File No. 000-27827.
     (4)  Incorporated by reference from the Company's current report on
Form 8-K dated February 10, 2004, filed with the Securities and Exchange
Commission on February 24, 2004, File No. 000-31165.
     (5) Incorporated by reference from the Company's quarterly report on
Form 10-QSB for the quarter ended June 30, 2004, filed with the Securities
and Exchange Commission on August 16, 2004, File No. 000-27827.

             ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

     The aggregate fees billed for professional services rendered by the
Company's principal accountant for the audit of the Company's annual
financial statements, review of financial statements included in the
quarterly reports and other fees that are normally provided by the
accountant in connection with statutory and regulatory filings or
engagements for the fiscal years ended December 31, 2004 and 2003 were
$5,203 and $5,300, respectively.

Audit-Related Fees

     The aggregate fees billed for assurance and related services by the
Company's principal accountant that are reasonably related to the
performance of the audit or review of the financial statements, other than
those previously reported in this Item 14, for the fiscal years ended
December 31, 2004 and 2003 were $-0- and $-0-, respectively.

Tax Fees

     The aggregate fees billed for professional services rendered by the
Company's principal accountant for tax compliance, tax advice and tax
planning for the fiscal years ended December 31, 2004  and 2003 were $-0-
and $500, respectively.  These fees related to the preparation of federal
income and state franchise tax returns.

                                    16
<PAGE>

All Other Fees

     There were no other fees billed for products or services provided by
the principal accountant, other than those previously reported in this Item 14,
for the fiscal years ended December 31, 2004 and 2003.

Audit Committee

     The Company's Board of Directors functions as its audit committee.
All of the services described above in this Item 14 for the year ended
December 31, 2004, were approved by the Board of Directors.

                                SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                   Mezzanine Investment Corporation


Date:  March 30, 2005              By: /s/ Eric Chess Bronk
                                       Eric Chess Bronk, President, Chief
                                       Financial & Principal Accounting
Officer

     In accordance with the Exchange Act, this report has been signed below
by the following person on behalf of the registrant and in the capacities
and on the dates indicated.


Date:  March 30, 2005              /s/ Eric Chess Bronk
                                   Eric Chess Bronk, Sole Director



                                    17
<PAGE>



                     Mezzanine Investments Corporation
                       (A Development Stage Company)
                           Financial Statements
                             December 31, 2004
                                    and
                             December 31, 2003


<PAGE>


INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of
Mezzanine Investments Corporation

We have audited the accompanying balance sheets of Mezzanine Investments
Corporation (a Nevada Corporation) (a development stage company) as of
December 31, 2004 and 2003, and the related statements of operations,
stockholders' equity and comprehensive income, and cash flows for the years
then ended, and the period  August 19, 1999 (inception) to December 31,
2004.  These financial statements are the responsibility of the Company's
management.  Our responsibility is to express and opinion on these
financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The Company
has determined that it is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting.  An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Mezzanine Investments
Corporation at December 31, 2004 and 2003, and the results of its
operations and cash flows for the years then ended and the period August 19,
1999 to December 31, 2004 in conformity with U.S. generally accepted
accounting principles.

The accompanying financial statements have been prepared assuming that
Mezzanine Investments Corporation will continue as a going concern.  As
discussed in Note 6 to the financial statements, Mezzanine Investments
Corporation has suffered recurring losses from operations and has a net
capital deficiency that raises substantial doubt about the company's
ability to continue as a going concern.  Management's plans in regard to
these matters are also described in Note 6.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Chisholm, Bierwolf & Nilson, LLC

Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
March 24, 2005

<PAGE>

                     Mezzanine Investments Corporation
                       (A Development Stage Company)
                              Balance Sheets

                                                  December      December
                                                  31, 2004      31, 2003
                                                 ----------    ----------
                                  Assets
Current Assets

  Cash                                           $     -       $     -
  Interest Receivable                                  -            1,051
  Note Receivable - Related Party                      -            3,500
                                                  ---------     ---------
     Total Assets                                $     -       $    4,551
                                                  =========     =========

                   Liabilities and Stockholders' Equity

Current Liabilities

  Accounts Payable                               $   16,661    $   10,636
  Interest Payable                                    3,080         5,950
  Notes Payable - Related Party                      28,660        23,802
                                                  ---------     ---------
     Total Current Liabilities                       48,401        40,388

Stockholders' Equity

  Common Stock, 100,000,000 Shares
   Authorized at $.001 Par Value; 120,000
   Shares Issued and Outstanding                        120           120
  Additional Paid in Capital                         33,750        33,750
  Deficit Accumulated in the Development Stage      (82,271)      (69,707)
                                                  ---------     ---------
     Total Stockholders' Equity                     (48,401)      (35,837)
                                                  ---------     ---------
     Total Liabilities and Stockholders' Equity  $     -       $    4,551
                                                  =========     =========

The accompanying notes are an integral part of these financial statements.
                                    F-3

<PAGE>

                     Mezzanine Investments Corporation
                       (A Development Stage Company)
                         Statements of Operations

                                                                      From
                                                                  (Inception) to
                                           December     December     December
                                           31, 2004     31, 2003     31, 2004
                                          ----------   ----------   ----------

Revenues                                  $     -      $     -      $     -
                                           ---------    ---------    ---------
Expenses
  General & Administrative                    10,883       10,806       75,806
                                           ---------    ---------    ---------
     Income (Loss) from Operations           (10,883)     (10,806)     (75,806)

Other Income (Expenses)

  Interest Expense                            (2,440)      (2,181)      (8,275)
  Interest Income                                350          351        1,401
  Forgiveness of Interest Expense                409         -             409
                                           ---------    ---------    ---------
     Total Other Income (Expenses)            (1,681)      (1,830)      (6,465)
                                           ---------    ---------    ---------
     Income (Loss) Before Income Tax         (12,564)     (12,636)     (82,271)

     Taxes                                      -            -            -
                                           ---------    ---------    ---------
     Net (Loss)                           $  (12,564)  $  (12,636)  $  (82,271)
                                           =========    =========    =========

     Net Loss Per Share                   $    (.11)   $    (.10)

     Weighted Average Shares Outstanding     120,000      120,000


The accompanying notes are an integral part of these financial statements.
                                    F-4

<PAGE>

                     Mezzanine Investments Corporation
                       (A Development Stage Company)
                    Statements of Stockholders' Equity
        From August 19, 1999 (Inception) through December 31, 2004

                                                                     From August
                                                                      19, 1999
                                                        Additional   (Inception)
                                   Common Stock          Paid In     to December
                                Shares       Amount      Capital      31, 2004
                              ----------   ----------   ----------   ----------

Balance, August 19, 1999            -      $     -      $     -      $     -

Shares Issued for Cash
  at $1 per Share                 25,383           25       25,358         -

Shares Issued for Services
  at $1 per Share                  7,617            8        7,609         -

Net Loss for the Period Ended
  December 31, 1999                 -            -            -         (32,403)
                               ---------    ---------    ---------    ---------
Balance, December 31, 1999        33,000           33       32,967      (32,403)

Net Loss for the Year Ended
  December 31, 2000                 -            -            -          (8,240)
                               ---------    ---------    ---------    ---------
Balance, December 31, 2000        33,000           33       32,967      (40,643)

Net Loss for the Year Ended
  December 31, 2001                 -            -            -          (7,487)
                               ---------    ---------    ---------    ---------
Balance, December 31, 2001        33,000           33       32,967      (48,130)

Shares Issued for Cash
  at $.01 per share               87,000           87          783         -

Net Loss for the Year Ended
  December 31, 2002                 -            -            -          (8,941)
                               ---------    ---------    ---------    ---------
Balance, December 31, 2002       120,000          120       33,750      (57,071)

Net Loss for the Year Ended
  December 31, 2003                 -            -            -         (12,636)
                               ---------    ---------    ---------    ---------
Balance, December 31, 2003       120,000          120       33,750      (69,707)

Net Loss for the Year Ended
  December 31, 2004                 -            -            -         (12,564)
                               ---------    ---------    ---------    ---------
Balance, December 31, 2004       120,000   $      120   $   33,750   $  (82,271)
                               =========    =========    =========    =========

The accompanying notes are an integral part of these financial statements.
                                    F-5

<PAGE>

                     Mezzanine Investments Corporation
                       (A Development Stage Company)
                         Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                             From
                                                                         (Inception) to
                                                  December     December     December
                                                  31, 2004     31, 2003     31, 2004
                                                 ----------   ----------   ----------
<S>                                              <C>          <C>          <C>
Cash Flows from Operating Activities

 Net Loss                                        $  (12,564)  $  (12,636)  $  (82,271)
  Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
    (Increase) Decrease in Interest Receivable        1,051         (350)        -
    Stock Issued for Services                          -            -           7,617
    Increase (Decrease) in Accounts and
     Interest Payable                                 3,155       12,116       19,740
                                                  ---------    ---------    ---------
      Net Cash Provided by Operating Activities      (8,358)        (870)     (54,914)

Cash Flows from Investing Activities

  Payments Received to Related Party Loan             3,500         -            -
  Proceeds from Loans to Related Party                 -            -            -
                                                  ---------    ---------    ---------
      Net Cash Provided by Investing Activities       3,500         -            -

Cash Flows from Financing Activities

  Proceeds from Related Party Note                    4,858         -          28,660
  Proceeds from Stock Sales                            -            -          26,254
                                                  ---------    ---------    ---------
      Net Cash Provided by Financing Activities       4,858         -          54,914
                                                  ---------    ---------    ---------
      Increase (Decrease) in Cash                      -            (870)        -

      Cash at Beginning of Period                      -             870         -
                                                  ---------    ---------    ---------
      Cash at End of Period                      $     -      $     -      $     -
                                                  =========    =========    =========

Supplemental Cash Flow Information
  Interest                                       $     -      $     -      $        3
  Taxes                                                -            -            -
</TABLE>
The accompanying notes are an integral part of these financial statements.
                                    F-6

<PAGE>

                     Mezzanine Investments Corporation
                       (A Development Stage Company)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 1 - CORPORATE HISTORY

Mezzanine Investments Corporation (the Company) was organized on August 19,
1999 in the State of Nevada for the purpose of conducting any type of
business.  The Company has yet to identify its specific business purpose.

The Company has yet to fully develop any material income from its stated
primary objective and it is classified as a development stage company.  All
income, expenses, cash flows and stock transactions are reported since the
beginning of development stage.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents - The Company considers all highly liquid
investments with maturities of three months or less to be cash equivalents.

Earnings (Loss) Per Share - The computation of earnings per share of common
stock is based on the weighted average number of shares outstanding at the
date of the financial statements.

Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of
the financial statements and revenues and expenses during the reporting
period.  In these financial statements, assets, liabilities and earnings
involve extensive reliance on management's estimates.  Actual results could
differ from those estimates.

NOTE 3 - INCOME TAXES

The Company adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" in the fiscal year ended December 31, 2000
and has applied the provisions of the statement to the current year which
resulted in no significant adjustment.

Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" requires an asset and liability approach for financial accounting
and reporting for income tax purposes.  This statement recognizes (a) the
amount of taxes payable or refundable for the current year and (b) deferred
tax liabilities and assets for future tax consequences of events that have
been recognized in the financial statements or tax returns.

Deferred income taxes result from temporary differences in the recognition
of accounting transactions for tax and financial reporting purposes.
There were no temporary differences at December 31, 2004 and earlier
periods; accordingly, no deferred tax liabilities have been recognized for
all periods.

                                    F-7
<PAGE>

                     Mezzanine Investments Corporation
                       (A Development Stage Company)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 3 - INCOME TAXES  -continued-

The Company has cumulative net operating loss carryforwards over $82,271 at
December 31, 2004.  No effect has been shown in the financial statements
for the net operating loss carryforwards as the likelihood of future tax
benefit from such net operating loss carryforwards is not presently
determinable.  Accordingly, the potential tax benefits of the net operating
loss carryforwards, estimated based upon current tax rates at December 31,
2004 have been offset by valuation reserves in the same amount.  The net
operating losses begin to expire in 2019.

The deferred tax asset and the valuation account is as follows at December 31,
2004 and 2003:

                                           December 31,
                                         2004        2003
                                       --------    --------
     Deferred tax asset:
     Deferred noncurrent tax asset     $  4,271    $  4,297
     Valuation allowance                 (4,271)     (4,297)
                                        -------     -------
          Total                        $   -       $   -
                                        =======     =======

NOTE 4 - NOTES PAYABLE - RELATED PARTY

The Company has issued several promissory notes to various corporations
whose officers and/or directors are shareholders of the Company.  The
notes are unsecured, bear an interest rate between 10% per annum and are
due and payable on demand.

At December 31, 2004 the Company applied the note receivable balance of
$3,500 and accrued interest of $1,401 to the interest portion of a note
payable to the same company.  The result of this transaction decreased
interest payable by $3,901.  During the year, a holder of a note payable
forgave $409 of accrued interest.  On December 31, 2004 the accrued
interest associated with the various notes was $3,080.
<TABLE>
<S>                                                     <C>           <C>
                                                        December 31,  December 31,
The Company has the following note payable obligations:     2004          2003
     Related party notes payable due on demand          ------------  ------------
      accruing interest at a rate of 10% per annum       $   28,660    $   23,802
                                                          ---------     ---------
          Totals                                         $   28,660    $   23,802
          Less Current Maturities                           (28,660)   $  (23,802)
                                                          ---------     ---------
          Total Long-Term Notes Payable                  $     -       $     -
                                                          =========     =========
</TABLE>
Following are maturities of long-term debt for each of the next five years:
                                        Year        Amount
                                     ----------    --------
                                        2005       $ 28,660
                                        2006           -
                                        2007           -
                                        2008           -
                                        2009           -
                                     Thereafter        -
                                                    -------
                                        Total      $ 28,660
                                                    =======

                                    F-8
<PAGE>

                     Mezzanine Investments Corporation
                       (A Development Stage Company)
                     Notes to the Financial Statements
                             December 31, 2004

NOTE 5 - NOTES RECEIVABLE - RELATED PARTY

In 2002, the Company loaned $3,500 to a corporation whose President, at that
time, is the president and sole director of the Company.  During 2003, the loan
was transferred from one company to another with the same relationship.  The
principal amount of the note and the respective terms remain the same.  At
December 31, 2004 the Company applied the note receivable balance of $3,500
and accrued interest of $1,401 to the interest portion of a corresponding
note payable.  The result of this transaction decreased interest payable by
$3,901.  As of December 31, 2004 the note receivable and related interest
receivable is $0.

NOTE 6 - GOING CONCERN

The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business.  Currently, the Company does not have significant cash or
other material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a
going concern.  Management and shareholders plan to continue to advance
funds to the Company for operating expenses until operations can be
secured.



                                    F-9