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, 2001

     [ ]  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: 0-27827

                     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

1516 BROOKHOLLOW DRIVE, SUITE D, SANTA ANA, CA         92705
(Address of principal executive offices)               (Zip Code)

Issuer's telephone number, including area code:  (714) 430-9209

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-

State the aggregate market value of the voting stock held by non-affiliates
of the Registrant computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specified
date within the past 60 days:  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 as there
has been no market for the stock.

State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At March 20, 2002, there
were 33,000 shares of the Registrant's Common stock outstanding.

Documents Incorporated by Reference: Exhibits from the Registrant's
registration statement on Form 10-SB (File No. 0-27827) are incorporated by
reference into Part III hereof.

                                  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; however, the Board of Directors intends to
submit final approval of any proposed transaction to the shareholders.  In
connection with such approval by the shareholders, the Company intends 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
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good opportunities.  There can be no assurance that the Company will be able
o identify and acquire any business opportunity based on management's
business judgement.

     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 OTC Bulletin Board
following such an acquisition or merger transaction.  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.

     In connection with the application for quotation of the Company's
common stock on the OTC Bulletin Board, management intends, following an
acquisition of a business venture, to seek a broker-dealer to become the
initial market maker for the Company's common stock and to submit the
application to 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 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.
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      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.

     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 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 sole director and executive officer has 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 officer, 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
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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 sole director and executive officer, 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.

     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, subject to the approval of the
Company's shareholders.  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 officer and director for his 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.

Status as a Pseudo California Corporation.

Section 2115 of the California General Corporation Law subjects
certain foreign corporations doing business in California to various
substantive provisions of the California General Corporation Law in the event
that the average of its property, payroll and sales is more than 50% in
California and more than one-half of its outstanding voting securities are
held of record by persons residing in the State of California.
Notwithstanding the fact that the Company currently has no property,
payroll, or sales, it may still be considered a pseudo California corporation,
even though it was incorporated under the laws of the State of Nevada.  The
designation as a pseudo California corporation would continue until the end
of the first year following a year in which we did not meet the test.
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Page 6

     Some of the substantive provisions applicable to a pseudo California
corporation include laws relating to the annual election of directors; the
removal of directors without cause; the removal of directors by court
proceedings; the filling of director vacancies where less than a majority
in office were elected by shareholders; directors' standard of care; the
liability of directors for unlawful distributions; indemnification of
directors, officers and others; limitations on corporate distributions; the
liability of shareholders who receive unlawful distributions; annual
shareholders' meetings and remedies if such meetings are not timely held;
supermajority vote requirements; limitations on the sale of assets;
limitations on mergers; board and shareholder approvals required in
reorganizations; dissenters' rights; records and reports; special
jurisdiction of the state attorney general if certain shareholder
protective provisions are not being complied with; and shareholders' and
directors' rights of inspection.  Section 2115 would also subject the
Company to Section 708 of the California General Corporation Law which
mandates that shareholders have the right of cumulative voting at the
election of directors.

                     ITEM 2.  DESCRIPTION OF PROPERTY

     Since inception the Company's administrative offices, consisting of
approximately 1,500 square feet of office space, have been located at 1516
Brookhollow Drive, Suite D, Santa Ana, California, which are the offices of
Mezzanine Associates LLC, a corporation affiliated with Eric Chess Bronk,
the sole director and executive officer of the Company.  The office space
is furnished at no cost to the Company by Mr. Bronk and Mezzanine
Associates LLC.

                        ITEM 3.  LEGAL PROCEEDINGS

     No legal proceedings are reportable pursuant to this item.

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

     No matters were submitted to a vote of shareholders of the Company
during the fourth quarter of the fiscal year ended December 31, 2001.

                                  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.  Although all of the 33,000 outstanding common
shares have met the one year holding requirement of Rule 144 under the
Securities Act, 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
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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 shares
issued to counsel for the Company.  The Company has not proposed to publicly
offer any shares of Common stock.

     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.

     At March 20, 2002, the Company had 12 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.

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

     The Company is a development stage company.  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.
Mezzanine Capital Ltd., an entity of which Eric Chess Bronk, the sole
officer and director of the Company, is an executive officer and director,
loaned $4,617 to the Company at its inception for operating expenses, and
an additional $10,000 on April 27, 2001.  Mezzanine Associates, LLC and
Whitelight Technologies, Inc., entities of which Mr. Bronk is also an
executive officer and director, have loaned $1,381 and $1,200,
respectively, to the Company for operating expenses.  See "Item 12.
Certain Relationships and Related Transactions."

     Management estimates that the cash requirements for the year ending
December 31, 2002, will be approximately $8,325, if no change in operations
occurs during the year.  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.
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     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 a 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.

                       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.

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

     Although the Company has not changed the firm that performs its
audits, the name of the firm has been changed from Crouch, Bierwolf &
Associates to Bierwolf, Nilson & Associates.

                                 PART III

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

     The following table sets forth as of March 20, 2002, the name, age,
and position of the sole executive officer and director of the Company:
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Page 9

Name                Age  Position(s)              Director Since

Eric Chess Bronk    55   Director, President &    August 1999
                         Secretary/Treasurer

     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 sole executive officer and director:

     ERIC CHESS BRONK has been the president, secretary and treasurer of
the Company since its inception in August 1999.  He has chairman and
president of Mezzanine Capital Ltd., a closed-end investment company, since
August 1997.  From April 1997 until August 10, 1997, he was the president
of Xtranet Systems, Inc., a credit card processing and risk management
company, and from October 21, 1997, to June 1, 1999, he was the secretary
of such entity.  From June 1998 to the present, Mr. Bronk has been the
President of Mezzanine Associates, LLC, a California limited liability
company engaged in corporate investor relations services.  From September
1995 until August 23, 1996, he was the president, and from August 23, 1996
to December 1, 1996, he was the chief operating officer, of Satellite
Control Technologies, Inc.  (See "Other Public Shell Activities" below.)
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.  Mr. Bronk is a director of Whitelight
Technologies, Inc. and Saiph Corporation, each of which is a reporting
company under the Exchange Act.

     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.

Other Public Shell Activities

     Mr. Bronk has been involved as a director or executive officer of
other companies that may be deemed to be "blank check" companies, but has
not been involved in any blank check public offerings.
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     The information set forth below is provided for the companies for
which Mr. Bronk has served as a director, executive officer, or consultant,
and which have completed a reorganization or merger, the consideration
received in connection with each reorganization, and his involvement with
the company after the reorganization.  In each instance, Mr. Bronk was
involved solely with the private company which acquired the publicly held
shell company prior to the reverse acquisition.

1.   PageStar, Inc., a Nevada corporation ("PageStar").  Mr. Bronk was a
     director of PageStar from September 26, 1995 to January 6, 1997; he
     was the president from September 1995 to August 29, 1996; and was the
     chief operating officer from August 23, 1996 to December 1, 1996.  In
     1995 PageStar (originally known as Westland Resources, Inc., a Utah
     corporation) acquired a business engaged in providing electronic
     paging services.  The reorganization was completed on September 26,
     1995, and PageStar changed its domicile to the State of Nevada.  Of
     the 15,000,000 shares issued in the reorganization, Mr. Bronk received
     4,400,000.  PageStar subsequently reverse split its shares one-for-
     five effective October 13, 1995.  On or about August 30, 1996,
     PageStar acquired Satellite Control Technologies, Inc. ("SCT") and
     changed its business to focus on marketing electronic remote control
     wireless switching devises owned by SCT.  PageStar also changed its
     name to Satellite Technologies, Inc.  Mr. Bronk was the president and
     chief operating officer of SAT at the time of the acquisition and
     received no compensation or other remuneration in the acquisition of
     SCT.  Mr. Bronk has no knowledge of PageStar's current operations or
     financial condition since he left the company.

2.   Xtranet Systems, Inc., a Nevada corporation ("Xtranet").  The
     reorganization was completed on October 22, 1997.  Mr. Bronk was the
     chairman of Xtranet at the time of the reorganization.  He received no
     additional compensation in connection with the reorganization, but
     maintained his stock in the company.  From April 1997 until August 10,
     1997, he was the president of Xtranet, and from October 21, 1997,
     until June 1, 1999, he was the secretary of such entity.  Currently,
     Mr. Bronk has no affiliation with Xtranet.

3.   NetVoice Technologies Corporation ("NetVoice").  In 1998, Mezzanine
     Capital Ltd., of which Mr. Bronk is the president, performed certain
     investment banking services for NetVoice in regard to its merger with
     Blue Pines, Inc.  Subsequently, Mezzanine Associates LLC, of which Mr.
     Bronk is president, performed certain corporate and investor relations
     services for NetVoice.

4.   PayStar Corporation ("PayStar").  In 1998, Mezzanine Capital Ltd., of
     which Mr. Bronk is the president, performed certain investment banking
     services for PayStar in regard to its merger with Sun Source, Inc.
     Subsequently, Mezzanine Associates LLC., of which Mr. Bronk is
     president, performed certain corporate and investor relations services
     for PayStar.
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Page 11

                     ITEM 10.  EXECUTIVE COMPENSATION

     There has been no compensation awarded to, earned by, or paid to any
of the executive officers of the Company since its inception.  However, Mr.
Bronk, the sole officer and director of the Company, received 3,000 shares
of restricted stock of the Company for services rendered in connection with
the organization of the Company, which shares were issued during the year
ended December 31, 1999.

     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

     The following table sets forth certain information furnished by
current management concerning the ownership of common stock of the Company
as of March 20, 2002, 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:
                                   Amount and Nature
Name and Address                   of Beneficial
of Beneficial Owner                Ownership (1)       Percent of Class

Eric C. Bronk                      6,000(2)            18.18%
3857 Birch St., #606
Newport Beach, CA   92660

Executive Officers and             6,000               18.18%
Directors as a Group
(1 Person)

Mezzanine Capital, Ltd             3,000(2)            9.09%
Clarendon House
2 Church St.
Hamilton, Bermuda HM DX
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Baldwin Securities                 3,000               9.09%
99-101 Regent Street
1st Floor
London W1R 7HB, UK

Verde Investments Limited          3,000               9.09%
Villa Athene, Broadway, Mill Hill
London, England NW7 3TB

Fleming Securities                 2,883               8.74%
Suites 1601-1603
32 Hollywood Rd.
Hong Kong

Joe Glenn                          3,000               9.09%
3104 E. Camelback Rd., #527
Phoenix, AZ   85016

Starling Securities Ltd.           3,000               9.09%
Suite 2B, Mansion House
143 Main Street
Gibraltar

Carl Suter                         3,000               9.09%
4070 Cassia Lane
Yorba Linda, CA   92886

William D. Yotty                   3,000               9.09%
1110 West Kettleman, #48
Lodi, CA   95240

Jason Daggett                      3,000               9.09%
2895 Pacific Coast Highway
Suite 210
Malibu, CA   90265

     (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 Mezzanine Capital Ltd, a company of which Mr. Bronk is the
president and chairman.  While Mr. Bronk disclaims any interest in these
shares, he is deemed to share beneficial ownership of such shares with this
entity.
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Page 13

     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.


         ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In connection with the organization of the Company Eric Chess Bronk,
the sole officer and director of the Company, received 3,000 shares for
services rendered by Mr. Bronk to the Company.

     On December 12, 2000, Mezzanine Associates LLC, a corporation of which
Mr. Bronk is the president and chairman, loaned $1,381 to the Company, and
on December 12, 2001, the terms of the note were renegotiated.  A
replacement promissory note was issued which bears 10% interest per annum
and is due and payable upon demand.

     On January 2, 2001, Whitelight Technologies, Inc., a corporation of
which Mr. Bronk is the president and sole director, loaned $1,200 to the
Company, and on January 2, 2002, the terms of the note were renegotiated.
A replacement promissory note was issued which bears 10% interest per annum
and is due and payable upon demand.

     On April 27, 2001, Mezzanine Capital Ltd, a corporation of which Mr.
Bronk is the president and chairman, loaned $10,000 to the Company.  The
promissory note bears 12% interest and is due upon demand.  Mezzanine
Capital Ltd. also loaned $4,617 to the Company on September 29, 1999, and
on September 29, 2001, the terms of the note were renegotiated.  A
replacement promissory note was issued which bears 10% interest per annum
and is due and payable upon demand.

     On May 2, 2001, the Company loaned $3500 to Saiph Corporation, a
corporation of which Mr. Bronk is the president and sole director.  The
promissory note bears 12% interest and is due and payable upon demand.

             ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K

     (a)(1)    Financial Statements.  The following financial statements
are included in this report:
                                                                            Page
     Report of Auditor                                                       F-1
     Balance Sheet as of December 31, 2001                                   F-2
     Statements of Operations for the years ended December 31, 2001
       and 2000, and the period from inception to December 31, 2001          F-3
     Statement of Stockholders' Equity from inception to December 31, 2001   F-4
<PAGE>
Page 14

     Statements of Cash Flows for the year ended December 31, 2001
       and 2000, and the period from inception to December 31, 2001          F-5
     Notes to Financial Statements                                           F-6

     (a)(2)    Exhibits.  The following exhibits are included as part of
this report:

     Exhibit No.   Description of Exhibit                               Page

     3.1           Articles of Incorporation filed August 19, 1999       *
     3.2           Current Bylaws                                        *
     4.1           Form of Common Stock Certificate                      *
     10.1          Promissory Note dated September 29, 2001            Attached
     10.2          Promissory Note dated December 12, 2001             Attached
     10.3          Promissory Note dated January 2, 2002               Attached
     10.4          Promissory Note dated April 27, 2001                Attached

          *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. 0-27827.

     (b)  Reports on Form 8-K:  No reports on Form 8-K were filed during
the fourth quarter of the fiscal year ended December 31, 2001.

                                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 28, 2002                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
capacitates and on the dates indicated.


Date: March 28, 2002                    /s/ Eric Chess Bronk
                                        Eric Chess Bronk, Sole Director
<PAGE>

                    Bierwolf, Nilson & Associates
                     Certified Public Accountants
                       1453 South Major Street
                     Salt Lake City, Utah   84115
            Telephone (801) 363-1175   Fax (801) 363-0615


                     INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of
Mezzanine Investment Corporation

We have audited the accompanying balance sheets of Mezzanine Investment
Corporation (a Nevada Corporation) (a development stage company)  as of
December 31, 2001 and 2000, and the related statements of income,
retained earnings, and cash flows for the period then ended, and the
period  August 19, 1999 (inception) to December 31, 2001.  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 audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  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 audit provides 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
Investment Corporation at December 31, 2001 and 2000, and the results of
its operations and cash flows for the periods then ended and the period
August 19, 1999 to December 31, 2001 in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that
Mezzanine Investment Corporation will continue as a going concern.  As
discussed in Note 6 to the financial statements, Mezzanine Investment
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/ Bierwolf, Nilson & Associates

Bierwolf, Nilson & Associates
Salt Lake City, Utah
March 13, 2001
<PAGE>
<TABLE>
                    Mezzanine Investment Corporation
                     (a Development Stage Company)
                             Balance Sheet
<CAPTION>
                                                              December 31,
                                                                  2001
                                                              ------------
                                 Assets
<S>                                                           <C>
Current assets
   Cash (note 2)                                              $       658
   Interest receivable                                                281
   Note receivable related party (note 5)                           3,500
                                                               ----------
     Total current assets                                     $     4,439
                                                               ==========

             Liabilities and Stockholders' Equity (Deficit)

Current liabilities
   Accounts payable                                           $       250
   Interest payable                                                 2,121
   Notes payable - related party (note 4)                          17,198
                                                               ----------
     Total current liabilities                                     19,569

Stockholders' equity
   Common stock, 100,000,000 authorized
     shares of $.001 par value, 33,000 shares
     issued and outstanding                                            33
   Additional paid in capital                                      32,967
   Accumulated deficit during the development stage               (48,130)
                                                               ----------
     Total stockholders' equity (deficit)                         (15,130)
                                                               ----------
Total liabilities and stockholders' equity                    $     4,439
                                                               ==========

</TABLE>
The accompanying notes are an interal part of these financial statements.
                                  F-2
<PAGE>
<TABLE>
                           Mezzanine Investment Corporation
                            (a Development Stage Company)
                              Statements of Operations
<CAPTION>
                                                                        For the Period
                                                                        from August 19,
                                       For the Year     For the Year         1999
                                          Ended            Ended        (Inception) to
                                       December 31,     December 31,     December 31,
                                           2001             2000             2001
                                       ------------     ------------     ------------
<S>                                    <C>              <C>              <C>
Revenues:                              $      -         $      -         $      -
                                        ----------       ----------       ----------
Expenses:
   General & administrative                  6,108            7,779           46,290
   Interest                                  1,660              461            2,121
                                        ----------       ----------       ----------
     Total expenses                          7,768            8,240           48,411
                                        ----------       ----------       ----------
Loss from operations                        (7,768)          (8,240)         (48,411)
                                        ----------       ----------       ----------
Other income & expenses:
   Interest income                             281         -                     281

Loss before income tax                      (7,487)          (8,240)         (48,130)

Taxes                                         -                -                -
                                        ----------       ----------       ----------
     Net (loss)                        $    (7,487)     $    (8,240)     $   (48,130)
                                        ==========       ==========       ==========

Net loss per share                     $      (.23)     $     (0.25)
                                        ==========       ==========

Weighted average shares outstanding         33,000           33,000
                                        ==========       ==========

       The accompanying notes are an interal part of these financial statements.
                                         F-3
</TABLE>
<PAGE>
<TABLE>
                                Mezzanine Investment Corporation
                                 (a Development Stage Company)
                               Statements of Stockholders' Equity
              For the period August 19, 1999 (Inception) through December 31, 2001
<CAPTION>
                                                                                    Accumulated
                                                                                     Deficit
                                                                    Additional      During the
                                         Common Stock                Paid-in        Development
                                    Shares           Amount          Capital           Stage
                                 ------------     ------------     ------------     ------------
<S>                              <C>              <C>              <C>              <C>
Balance at 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 at December 31, 1999          33,000               33           32,967          (32,403)

Net loss for the year ended
  December 31, 2000                     -                -                -              (8,240)
                                  ----------       ----------       ----------       ----------
Balance at December 31, 2000          33,000               33           32,967          (40,643)

Net loss for the year ended
  December 31, 2001                     -                -                -              (7,487)
                                  ----------       ----------       ----------       ----------
Balance at December 31, 2001          33,000      $        33      $    32,967      $   (48,130)
                                  ==========       ==========       ==========       ==========

           The accompanying notes are an interal part of these financial statements.
                                             F-4
</TABLE>
<PAGE>
<TABLE>
                                Mezzanine Investment Corporation
                                 (a Development Stage Company)
                                    Statements of Cash Flows
<CAPTION>
                                                                                   For the Period
                                                                                   from August 19,
                                                  For the Year     For the Year        1999
                                                     Ended            Ended        (Inception) to
                                                  December 31,     December 31,     December 31,
                                                      2001             2000             2001
                                                  ------------     ------------     ------------
<S>                                               <C>              <C>              <C>
Cash flows from operating activities
Net loss                                          $    (7,487)     $    (8,240)     $   (48,130)
   Adjustments to reconcile net income to
     net cash provided by operating activities:
   (Increase) decrease in interest receivable            (281)            -                (281)
   Stock issued for services                             -                -               7,617
   Increase (decrease) in accounts and
     interest payable                                     726             (240)           2,371
                                                   ----------       ----------       ----------
     Net cash provided by operating activities         (7,042)          (8,480)         (38,423)

Cash flows from investing activities
   Loans to related party                              (3,500)            -              (3,500)
                                                   ----------       ----------       ----------
     Net cash provided by investing activities         (3,500)            -              (3,500)

Cash flows from financing activities
   Proceeds from related party note                    11,200            1,381           17,198
   Proceeds from stock sales                             -                -              25,383
                                                   ----------       ----------       ----------
     Net cash provided by financing activities         11,200            1,381           42,581

Change in cash                                            658           (7,099)             658

Cash, beginning of period                                -               7,099             -
                                                   ----------       ----------       ----------
Cash, end of period                               $       658      $      -         $       658
                                                   ==========       ==========       ==========

Supplemental cash flow information
   Cash paid for:
     Interest                                     $      -         $      -         $      -
     Taxes                                        $      -         $      -         $      -

           The accompanying notes are an interal part of these financial statements.
                                             F-5
</TABLE>
<PAGE>
                   Mezzanine Investment Corporation
                    (a Development Stage Company)
                  Notes to The  Financial Statements
                          December 31, 2001

NOTE 1 - CORPORATE HISTORY

Mezzanine Investment 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.  All cash is currently held in trust by the Company's
attorney.

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, 1999
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, 2001 and
earlier years; accordingly, no deferred tax liabilities have been
recognized for all years.

                                 F-6
<PAGE>
                   Mezzanine Investment Corporation
                    (a Development Stage Company)
                  Notes to The  Financial Statements
                          December 31, 2001

NOTE 3 - INCOME TAXES - continued

The Company has cumulative net operating loss carryforwards over $48,000
at December 31, 2001.  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, 2001 have been offset by
valuation reserves in the same amount.  The net operating losses begin
to expire in 2019.

NOTE 4 - NOTES PAYABLE - RELATED PARTY

As start up operating capital for the Company, a loan for $4,617 was
taken out from a corporation which a shareholder of the Company at a
rate of 10% interest.  The president of the corporation giving the loan
is the sole officer and director, and is a shareholder of the Company.
The loan is unsecured and due on demand.  At year end, the total accrued
interest amounted to $1,041.

During the fourth quarter of 2001, the Company received a loan of $1,381
from a corporation whose president is the sole officer and director, and
a shareholder of the Company.  The loan is unsecured and bears interest
at the rate of 10% per annum.  The note is payable on demand.  At year
end, the total accrued interest amounted to $145.

During the first quarter of 2001, the Company received a loan of $1,200
from a corporation whose president is the sole officer and director, and
a shareholder of the Company.  The loan is unsecured and bears interest
at the rate of 10% per annum.  The note is payable on demand.  At year
end, the total accrued interest amounted to $119.

During the second quarter of 2001, the Company received a loan of
$10,000 from a corporation which is a shareholder of the Company and
whose president is the sole officer and director, and a shareholder of
the Company.  The loan is unsecured and bears interest at the rate of
12% per annum.  The note is due and payable on demand.  At year end, the
total accrued interest amounted to $815.

NOTE 5 - NOTES RECEIVABLE - RELATED PARTY

During the year, the Company loaned $3,500 to a corporation whose
president is the sole officer and director, and a shareholder of the
Company.  The receivable is unsecured and bears an interest rate of 12%
per annum.  The note receivable is due on demand.  At year end, the
total accrued interest receivable amounted to $281.

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.

                                 F-7