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, 2002

     [ ]  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

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. [  ]

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 17, 2003, there
were 120,000 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 may 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 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 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 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.

     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.

     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 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.

     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 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.



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.

     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

     The Company's administrative offices, consisting of approximately
1,500 square feet of office space, 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.

                         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, 2002.

                                  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 33,000 of the 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 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 17, 2003, 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.

Recent Sales of Unregistered Securities

     In November 2002 the Company issued 87,000 shares of common stock to
twenty-two accredited investors for gross proceeds of $870.  The shares
were issued without registration under the Securities Act by reason of the
exemption from registration afforded by the provisions of Rule 506 of
Regulation D.  Each of the investors acknowledged the investment nature of
the securities issued and consented to the imposition of restrictive
legends upon the certificates evidencing the shares and the warrants.  The
investors did not enter into the transaction as a result of or subsequent
to any advertisement, article, notice, or other communication published in
any newspaper, magazine, or similar media or broadcast on television or
radio, or presented at any seminar or meeting.  Each investor was also
afforded the opportunity to ask questions of management and to receive
answers concerning the terms and conditions of the transaction.  No
underwriting discounts or commissions were paid in connection with such
issuances.

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

     The Company is a startup venture.  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 Fund Management, Ltd., an entity of which Eric Chess Bronk, the
director and an executive officer of the Company, is a director, loaned
$4,617 to the Company at its inception for operating expenses, and an
additional $10,000 on April 27, 2001.  Cygni Capital 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.  During 2002 Mezzanine Fund Management,
Ltd. loaned $2,346 to the Company and Cygni Capital LLC loaned $4,258 to
the Company.  See "Item 12.  Certain Relationships and Related
Transactions."

     Management estimates that the cash requirements for the year ending
December 31, 2003, 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.

     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.

                       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

     No change in accountant is reportable pursuant to this item.



                                  PART III

        ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT;
             COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

     The following table sets forth as of March 17, 2003, the name, age,
and position of the executive officers and sole director of the Company:


Name                Age       Position(s)                   Director Since
Eric Chess Bronk    56        Director, President &         1999
                              Secretary/Treasurer
Lynn Carlson        48        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.  He has chairman and
president of Mezzanine Fund Management 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 Cygni Capital, 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., a reporting company under the Exchange Act.

     LYNN CARLSON has been the assistant secretary and vice-president of
the Company since January 2002.  She has worked for Cygni Capital LLC, an
investor and corporate relations firm, since November 1998 as an
administrative assistant and account executive.  From June 1996 to November
1998, Ms. Carlson worked as the assistant to the president for DGWB
Advertising.

     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.

     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 Fund Management Ltd. (formerly Mezzanine Capital), of which Mr.
Bronk is the president, performed certain investment banking services for
NetVoice in regard to its merger with Blue Pines, Inc.  Subsequently, Cygni
Capital LLC, of which Mr. Bronk is president, performed certain corporate
and investor relations services for NetVoice.

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


             Compliance with Section 16(a) of the Exchange Act
             -------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers and persons who own beneficially
more than 10% of the Company's outstanding common stock to file with the
Securities and Exchange Commission initial reports of ownership and reports
of changes in their ownership of the Company's common stock.  Directors,
executive officers and greater than 10% shareholders are required to
furnish the Company with copies of the forms they file.

     To our knowledge, based on a review of the copies of these reports
furnished to the Company for the year ended December 31, 2002, or on
written representations from certain reporting persons that no Forms 5 were
required for those persons, three filings were not timely made.  The
Company did a private offering during the year where Eric Bronk and Lynn
Carlson, officers of the Company, purchased shares.  Ms. Carlson also
became an executive officer during the year.  Due to an administrative
oversight, the transactions were not reported on Form 3 or Form 4 in a
timely manner for either individual.  Mr. Bronk and Ms. Carlson have since
filed the transactions on Forms 5.

                      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.

     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 17, 2003, 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                       26,000(2)            21.67%
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              28,000               23.33%
Directors as a Group
(2 Persons)


Mezzanine Fund Management, Ltd      11,500(2)             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

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, 11,500 are owned
directly by Mezzanine Fund Management Ltd, a company of which Mr. Bronk is
the president and chairman, and 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, 2002, the Company had no compensation plan under which
equity securities of the Company were authorized for issuance.

          ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On December 12, 2000, Cygni Capital LLC, a limited liability company
of which Mr. Bronk is the managing member, 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 Fund Management Ltd, a corporation of
which Mr. Bronk is a director, loaned $10,000 to the Company.  The
promissory note bears 12% interest and is due upon demand.  Mezzanine Fund
Management 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 a shareholder.  The promissory note bears
12% interest and is due and payable upon demand.

     On June 14, 2002, the Company issued a promissory note in the amount
of $2,346 to Mezzanine Fund Management, Ltd. for operating funds loaned to
the Company.  The promissory note bears 10% interest per annum and is due
and payable upon demand.

     On December 31, 2002, the Company issued a promissory note in the
amount of $4,258 to Cygni Capital, LLC for operating funds loaned
throughout the previous year.  The promissory note bears 10% interest per
annum and is due and payable upon demand.

     Mr. Bronk is also the president and sole director of Whitelight
Technologies, Inc., an inactive entity also seeking potential business
opportunities.  The selection of a business opportunity for each of these
entities, including the Company, may create a conflict of interest in
determining which of these entities to present the opportunity.

              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, 2002                                 F-2
  Statements of Operations for the years ended December 31, 2002
   and 2001, and the period from inception to December 31, 2002         F-3
  Statement of Stockholders' Equity from inception
     to December 31, 2002                                               F-4
  Statements of Cash Flows for the year ended December 31, 2002
     and 2001, and the period from inception to December 31, 2002       F-5
  Notes to Financial Statements                                         F-6

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

Exhibit                                              Description of Exhibit
       Page
No.
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                          **
10.2   Promissory Note dated December 12, 2001                           **
10.3   Promissory Note dated January 2, 2002                             **
10.4   Promissory Note dated April 27, 2001                              **
10.5   Promissory Note dated June 14, 2002                         Attached
10.6   Promissory Note dated December 31, 2002                     Attached
99.1   Written Statement of the Chief Executive Officer and Chief  Attached
       Financial Officer with respect to compliance with Section
       13(a) of the Securities Exchange Act of 1934.


     *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.


     **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. 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, 2002.

                     ITEM 14.  CONTROLS AND PROCEDURES

     Within 90 days prior to the filing date of this report, the Company's
management conducted an evaluation, under the supervision and with the
participation of the Company's President and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures.  Based on this evaluation, the President and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors that could significantly
affect those controls subsequent to the date of the last evaluation.



                                 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 27, 2003
                              By:
                              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 27, 2003
                              Eric Chess Bronk, Sole Director




                               CERTIFICATION
     I, Eric C. Bronk, President and Chief Financial Officer of Mezzanine
Investment Corporation, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of Mezzanine
Investment Corporation;

     2.   Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report;

     3.    Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;

     4.    I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-
14) for the registrant and I have:

          a)   Designed such disclosure controls and procedures to ensure
               that material information relating to the registrant,
               including its consolidated subsidiaries, is made known to me
               by others within those entities, particularly during the
               period in which this annual report is being prepared;

          b)   Evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to
               the filing date of this annual report (the "Evaluation
               Date"); and

          c)   Presented in this annual report my conclusions about the
               effectiveness of the disclosure controls and procedures
               based on my evaluation as of the Evaluation Date;


     5.    I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):

          a)   All significant deficiencies in the design or operation of
               internal controls which could adversely affect the
               registrant's ability to record, process, summarize and
               report financial data and have identified for the
               registrant's auditors any material weaknesses in internal
               controls; and

          b)   Any fraud, whether or not material, that involves management
               or other employees who have a significant role in the
               registrant's internal controls; and

     6.   I have indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date:  March 27, 2003 /S/ Eric C. Bronk
                      _______________________________________
                      Eric C. Bronk, President and Chief Financial Officer













                      Mezzanine Investment Corporation
                       (A Development Stage Company)
                            Financial Statements
                             December 31, 2002

/Letterhead/





                        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, 2002 and 2001, and the related statements of income, retained
earnings, and cash flows for the years then ended, and the period  August
19, 1999 (inception) to December 31, 2002.  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, in the United States of America.  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, 2002 and 2001, and the results of its
operations and cash flows for the years then ended and the period August
19, 1999 to December 31, 2002 in conformity with generally accepted
accounting principles, in the United States of America.

The accompanying financial statements have been prepared assuming that
Mezzanine Investment Corporation will continue as a going concern.  As
discussed in Note 7 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 7.  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 25, 2003

                                    F-1


                      Mezzanine Investment Corporation
                       (A Development Stage Company)
                               Balance Sheet
<Table>
<Caption>
                                                      December   December
                                                      31, 2002   31, 2001
                                                     ---------- ----------
<S>                                                  <C>        <C>
                                   Assets
Current Assets
--------------
  Cash                                               $     870  $     658
  Interest Receivable                                      701        281
  Note Receivable - Related Party                        3,500      3,500
                                                     ---------- ----------
     Total Assets                                    $   5,071  $   4,439
                                                     ========== ==========

                    Liabilities and Stockholders' Equity
Current Liabilities
-------------------
  Accounts Payable                                   $     700  $     250
  Interest Payable                                       3,770      2,121
  Notes Payable - Related Party                         23,802     17,198
                                                     ---------- ----------
     Total Current Liabilities                          28,272     19,569

Stockholders' Equity
--------------------
  Common Stock, 100,000,000 Shares
   Authorized at $.001 Par Value; 120,000 and
   33,000 Shares Issued and Outstanding Respectively       120         33
  Additional Paid in Capital                            33,750     32,967
  Deficit Accumulated in the Development Stage         (57,071)   (48,130)
                                                     ---------- ----------
     Total Stockholders' Equity                        (23,201)   (15,130)
                                                     ---------- ----------
     Total Liabilities and Stockholders' Equity      $   5,071  $   4,439
                                                     ========== ==========
</Table>

 The accompanying notes are an integral part of these financial statements.
                                    F-2


                      Mezzanine Investment Corporation
                       (A Development Stage Company)
                          Statement of Operations
<Table>
<Caption>
                                                                  From
                                                              (Inception)
                                                                   to
                                           December   December   December
                                           31, 2002   31, 2001   31, 2002
                                          ---------- ---------- ----------
<S>                                       <C>        <C>        <C>
Revenues                                  $    -     $    -     $    -
                                          ---------- ---------- ----------
Expenses
--------
  General & Administrative                    7,712      6,223     54,117
                                          ---------- ---------- ----------
   Income (Loss) from Operations             (7,712)    (6,223)   (54,117)

Other Income (Expenses)
-----------------------
  Interest Expense                           (1,649)    (1,545)    (3,655)
  Interest Income                               420        281        701
                                          ---------- ---------- ----------
   Total Other Income (Expenses)             (1,229)    (1,264)    (2,954)

   Income (Loss) Before Income Tax           (8,941)    (7,487)   (57,071)

   Taxes                                       -          -          -
                                          ---------- ---------- ----------
   Net (Loss)                             $  (8,941) $  (7,487) $ (57,071)
                                          ========== ========== ==========
   Net Loss Per Share                     $    (.12) $    (.23)

   Weighted Average Shares Outstanding       76,500     33,000


</Table>

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


                      Mezzanine Investment Corporation
                       (A Development Stage Company)
                      Statement of Stockholders' Equity
         From August 19, 1999 (Inception) through December 31, 2002
<Table>
<Caption>
                                                                    Accumulated
                                                                      Deficit
                                                         Additional  During the
                                       Common Stock        Paid In  Development
                                    Shares     Amount      Capital     Stage
                                  ---------- ----------  ---------- -----------
<S>                               <C>        <C>         <C>        <C>

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 Period Ended
  December 31, 1999                    -          -           -        (32,403)
                                  ---------- ----------  ---------- -----------
Balance, December 31, 1999            33,000        33       32,967    (32,403)

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

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

</Table>
 The accompanying notes are an integral part of these financial statements.
                                    F-4


                      Mezzanine Investment Corporation
                       (A Development Stage Company)
                          Statement of Cash Flows
<Table>
<Caption>

                                                                            From
                                                                         (Inception)
                                                                             to
                                                  December    December    December
                                                  31, 2002    31, 2001    31, 2002
                                                ----------- ----------- -----------
<S>                                             <C>         <C>         <C>
Cash Flows from Operating Activities
------------------------------------
  Net Loss                                      $   (8,941) $   (7,487) $  (57,071)
  Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
   (Increase) Decrease in Interest Receivable         (420)       (281)       (701)
   Stock Issued for Services                          -           -          7,617
   Increase (Decrease) in Accounts and
     Interest Payable                                2,099         726       4,470
                                                ----------- ----------- -----------
          Net Cash Provided by
          Operating Activities                      (7,262)     (7,042)    (45,685)

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                   6,604      11,200      23,802
  Proceeds from Stock Sales                            870        -         26,253
                                                ----------- ----------- -----------
          Net Cash Provided by
          Financing Activities                       7,474      11,200      50,055

          Increase (Decrease) in Cash                  212         658         870

          Cash at Beginning of Period                  658        -           -
                                                ----------- ----------- -----------
          Cash at End of Period                 $      870  $      658  $      870
                                                =========== =========== ===========
Supplemental Cash Flow Information
----------------------------------
   Interest                                     $     -     $      -     $     -
   Taxes                                              -            -           -

</Table>

 The accompanying notes are an integral part of these financial statements.
                                    F-6


                      Mezzanine Investment Corporation
                       (A Development Stage Company)
                     Notes to The  Financial Statements
                             December 31, 2002

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.

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, 2002 and earlier
periods; accordingly, no deferred tax liabilities have been recognized for
all periods.

                                 Continued
                                    F-7


                      Mezzanine Investment Corporation
                       (A Development Stage Company)
                     Notes to The  Financial Statements
                             December 31, 2002

NOTE 3 - INCOME TAXES  -continued-
---------------------
The Company has cumulative net operating loss carryforwards over $56,000 at
December 31, 2002.  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,
2002 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
--------------------------------------

The Company has issued several promissory notes to various corporations
whose shareholder is an officer of the Company.  The notes are unsecured,
bear an interest rate between 10% and 12% per annum and are due and payable
on demand.  At December 31, 2002, the accrued interest associated with the
various notes was $3,770.
<Table>
<Caption>
                                                           December 31,  December 31,
The Company has the following note payable obligations:        2002          2001
                                                           ------------  ------------
<S>                                                       <C>           <C>
Related party notes payable due on demand plus accrued
  interest at a rate of 12% per annum                     $     10,000  $     10,000

Related party notes payable due on demand plus accrued
  interest at a rate of 10% per annum                           13,802         7,198
                                                           ------------  ------------
     Totals                                               $     23,802  $     17,198
     Less Current Maturities                                   (23,802)      (17,198)
                                                           ------------  ------------
     Total Long-Term Notes Payable                        $      -      $      -
</Table>
Following are maturities of long-term debt for each of the next five years:

                                            Year       Amount
                                            2003       $   23,802
                                            2004            -
                                            2005            -
                                            2006            -
                                            Thereafter      -
                                                       ----------
                                            Total      $  23,802
                                                       ==========

                                 Continued
                                    F-8




                           Mezzanine Investment Corporation
                            (A Development Stage Company)
                          Notes to The  Financial Statements
                                  December 31, 2002

NOTE 5 - NOTES RECEIVABLE - RELATED PARTY
-----------------------------------------
During the year, the Company loaned $3,500 to a corporation whose President
is a shareholder of the Company.  The receivable is unsecured and is bearing
an interest rate of 12% per annum.  The note receivable is due on demand.
The total accrued interest receivable amounts to $701.

NOTE 6 - COMMON STOCK
---------------------
During the year, the Company issued 87,000 shares of common stock for cash
at $.01 per share.

NOTE 7 - 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-9