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, 2003

     [ ]  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.  [X]

<PAGE>

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

The aggregate market value of the voting stock held by non-affiliates of
the registrant (103,500 shares) as of March 25, 2004, was $30,735, computed
by reference to the price at which the stock was originally sold by the
registrant.  The aggregate market value of the voting stock held by non-
affiliates of the registrant computed by using the closing sale price has
been indeterminable within the past 60 days since there was no public
market for the stock during that period.

State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date:  At March 25, 2004, there
were 120,000 shares of the Registrant's Common Stock outstanding.

Documents Incorporated by Reference:  None

                                  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 judgment.

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<PAGE>

     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

                                    3
<PAGE>

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 its director, executive officers and
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community, attorneys, and
others who may present unsolicited proposals.  In certain cases, the
Company may agree to pay a finder's fee or to otherwise compensate the
persons who submit a potential business endeavor in which the Company
eventually participates.  Such persons may include the Company's director,
executive officers, beneficial owners or their affiliates.  In this event,
such fees may become a factor in negotiations regarding a potential
acquisition and, accordingly, may present a conflict of interest for such
individuals.

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

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

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

                                    4
<PAGE>

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.


                     ITEM 2.  DESCRIPTION OF PROPERTY

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

                        ITEM 3.  LEGAL PROCEEDINGS

     No legal proceedings are reportable pursuant to this item.

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

     No matters were submitted to a vote of shareholders of the Company
during the fourth quarter of the fiscal year ended December 31, 2003.

                                    5
<PAGE>

                                  PART II

      ITEM 5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS
         AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

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

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

     At March 25, 2004, the Company had 29 shareholders of record.  The
Company has appointed Interwest Transfer Company, Inc., 1981 East 4800
South, Suite 100, Salt Lake City, UT 84117, to act as its transfer agent.

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

     The Company has not adopted any equity compensation plans.

     During the year ended December 31, 2003, no securities were sold by
the Company.

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

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

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

                                    6
<PAGE>

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.  See "Item 12. Certain Relationships and Related Transactions."
The note is due and payable upon demand.  The accumulated interest to
December 31, 2003, is $1,964.  If the Company is unable to find a suitable
business by the time the notes are called due, it is anticipated that the
Company would try to negotiate the term of the note.

     Management estimates that the cash requirements for the year ending
December 31, 2004, will be approximately $9,000, 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.

Off-Balance Sheet Arrangements

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

                                    7
<PAGE>

                       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

     A Form 8-K dated February 10, 2004, was filed on February 24, 2004,
reporting that although the Company has not changed the firm that performs
its audits, because of a merger of operations the name of the firm has been
changed from Bierwolf, Nilson & Associates to Chisholm, Bierwolf & Nilson,
LLC.

                     ITEM 8A.  CONTROLS AND PROCEDURES

Disclosure Controls and Procedures.

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

Internal Control Over Financial Reporting.

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

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

                                    8
<PAGE>

                                 PART III

        ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth as of March 25, 2004, the name, age,
and position of the executive officers and sole director of the Company:

     Name                Age   Position(s)                   Director Since

     Eric Chess Bronk    57    Director, President &         1999
                               Secretary/Treasurer
     Lynn Carlson        49    Vice-President & Assistant    --
                               Secretary

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

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

     ERIC CHESS BRONK has been the president, secretary and treasurer of
the Company since its inception in August 1999.  From June 1998 to the
present, Mr. Bronk has been the President of Cygni Capital, LLC, a
California limited liability company engaged in financial consulting services.
From 1972 to the present Mr. Bronk has been a practicing attorney, licensed
to practice law in the State of California and in Washington, D.C.  Mr. Bronk
received his bachelor of arts degree in 1967 from Penn State University, and
he received his law degree in 1972 from America University, Washington College
of Law.  Mr. Bronk is a director of Whitelight Technologies, Inc.,
a reporting company under the Exchange Act.  (See Item 12.  "Certain
Relationships and Related Transactions")

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

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<PAGE>

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

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

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

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

Code of Ethics

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

                     ITEM 10.  EXECUTIVE COMPENSATION

     There has been no compensation awarded to, earned by, or paid to any
of the executive officers of the Company during the years ended December 31,
2003, 2002, and 2001.

     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 25, 2004, 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:

                                    10
<PAGE>

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

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

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

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

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

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

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

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

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

                                    11
<PAGE>

Carl Suter                    7,500               6.25%
4070 Cassia Lane
Yorba Linda, CA   92886

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

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

     At December 31, 2003, the Company had no any equity compensation plan
under which equity securities of the Company were authorized for issuance.

         ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In connection with the organization of the Company in August 1999,
Eric C. Bronk, an officer, sole director and founder of the Company,
received 3,000 shares for services rendered to the Company.  Mr. Bronk
provided consulting services in connection with the organization of the
Company, which services were valued at $3,000.

     In connection with the organization of the Company in August 1999,
Carl Suter, a founder of the Company, received 3,000 shares for services
rendered to the Company.  Mr. Suter provided consulting services in
connection with the organization of the Company, which services were valued
at $3,000.

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

     On December 12, 2000, Cygni Capital, LLC, a limited liability company
of which Mr. Bronk is the president and managing member, loaned $1,381 to
the Company.  The promissory note bears 10% interest per annum and is due
and payable upon demand.  Cygni forwarded additional operating funds to the
Company in the amount of $4,258 for which a promissory note was issued on
December 31, 2002.  The note bears 10% interest and is due and payable upon
demand.

                                    12
<PAGE>

     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.  The promissory note bears 10% interest per annum and was
originally due on or before January 2, 2002.  The note was extended to be
due and payable upon demand.

     On May 2, 2001, the Company loaned $3500 to Caneum, Inc., a
corporation of which Mr. Bronk is a shareholder.  The promissory note was
paid in full, with interest, on June 1, 2003.

Other Public Shell Activities

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

*    Alnilam Corporation.  Mr. Bronk was a founder of this entity which was
     incorporated on May 10, 2000.  He beneficially owns 119,500 shares, or
     approximately 11.952%, of the outstanding stock of this entity.
     Alnilam has no current business operations and is seeking a business
     opportunity to commence operations.

*    Cygni Investments, Inc.  Mr. Bronk was a founder of this entity which
     was incorporated on November 17, 1999.  He beneficially owns 119,500
     shares, or approximately 11.95%, of the outstanding stock of this
     entity.  Cygni has no current business operations and is seeking a
     business opportunity to commence operations.

*    Whitelight Technologies, Inc.  Mr. Bronk was a founder of this entity
     which was incorporated on May 10, 2000.  He is the president and sole
     director of Whitelight and beneficially owns 200,000 shares, or
     approximately 18.18%, of the outstanding stock of this entity.
     Whitelight has no current business operations and is seeking a
     business opportunity to commence operations.

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

             ITEM 13.  EXHIBITS, 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, 2003                        F-2
          Statements of Operations for the years ended December 31,
            2003 and 2002, and the period from inception to
            December 31, 2003                                          F-3
          Statement of Stockholders' Equity from inception to
            December 31, 2003                                          F-4
          Statements of Cash Flows for the year ended December 31,
            2003 and 2002, and the period from inception to
            December 31, 2003                                          F-5
          Notes to Financial Statements                                F-6

                                    13
<PAGE>

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

     Exhibit
     No.       Description of Exhibit                                  Location

     3.1       Articles of Incorporation filed August 19, 1999           (1)
     3.2       Current Bylaws                                            (1)
     4.1       Form of Common Stock Certificate                          (1)
     10.1      Promissory Note dated September 29, 2001                  (2)
     10.2      Promissory Note dated December 12, 2001                   (2)
     10.3      Promissory Note dated January 2, 2002                     (2)
     10.4      Promissory Note dated April 27, 2001                      (2)
     10.5      Promissory Note dated June 14, 2002                       (3)
     10.6      Promissory Note dated December 31, 2002                   (3)
     31.1      Certification of the Principal Executive Officer
               pursuant to Rule 13(a)-14                               Attached
     31.2      Certification of the Principal Financial Officer
               pursuant to Rule 13(a)-14                               Attached
     32        Certification of the Principal Executive and Financial
               Officer pursuant to Section 1350                        Attached

          (1) Incorporated by reference from the Company's registration
statement on Form 10-SB filed with the Securities and Exchange Commission
on October 26, 1999, File No. 0-27827.

          (2) Incorporated by reference from the Company's annual report on
Form 10-KSB for the year ended December 31, 2001, filed with the Securities
and Exchange Commission on April 1, 2002, File No. 0-27827.

          (3) Incorporated by reference from the Company's annual report on
Form 10-KSB for the year ended December 31, 2002, filed with the Securities
and Exchange Commission on March 31, 2003, File No. 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, 2003.

             ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

     The aggregate fees billed for professional services rendered by the
Company's principal accountant for the audit of the Company's annual
financial statements, review of financial statements included in the
quarterly reports and other fees that are normally provided by the
accountant in connection with statutory and regulatory filings or
engagements for the fiscal years ended December 31, 2003 and 2002 were
$5,300 and $3,850, respectively.

                                    14
<PAGE>

Audit-Related Fees

     The aggregate fees billed for assurance and related services by the
Company's principal accountant that are reasonably related to the
performance of the audit or review of the financial statements, other than
those previously reported in this Item 14, for the fiscal years ended
December 31, 2003 and 2002 were $-0- and $-0-, respectively.

Tax Fees

     The aggregate fees billed for professional services rendered by the
Company's principal accountant for tax compliance, tax advice and tax
planning for the fiscal years ended December 31, 2003 and 2002 were $500
and $-0-, respectively.  These fees related to the preparation of federal
income and state franchise tax returns.

All Other Fees

     There were no other fees billed for products or services provided by
the principal accountant, other than those previously reported in this Item
14, for the fiscal years ended December 31, 2003 and 2002.

Audit Committee

     The Company's Board of Directors functions as its audit committee.
All of the services described above in this Item 14 for the year ended
December 31, 2003, were approved by the Board of Directors.

                                SIGNATURES

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

                                   Mezzanine Investment Corporation

Date:  March 29, 2004              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 29, 2004              /s/ Eric Chess Bronk
                                   Eric Chess Bronk, Sole Director


                                    15
<PAGE>


                       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, 2003 and 2002, 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, 2003.  These financial statements are
the responsibility of the Company's management.  Our responsibility is to
express and opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, in the United States of America.  Those standards require that
we plan and perform the audits 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 audits provide a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Mezzanine Investment
Corporation at December 31, 2003 and 2002, and the results of its
operations and cash flows for the years then ended and the period August 19,
1999, to December 31, 2003, 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/ Chisholm, Bierwolf & Nilson, LLC

Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
March 17, 2004

                                    F-1

<PAGE>

                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                               Balance Sheet

                                                    December     December
                                                    31, 2003     31, 2002
                                                   ----------   ----------
                                  Assets
Current Assets

   Cash                                            $     -      $      870
   Interest Receivable                                  1,051          701
   Note Receivable - Related Party                      3,500        3,500
                                                    ---------    ---------
     Total Assets                                  $    4,551   $    5,071
                                                    =========    =========

                   Liabilities and Stockholders' Equity

Current Liabilities

   Accounts Payable                                $   10,636   $      700
   Interest Payable                                     5,950        3,770
   Notes Payable - Related Party                       23,802       23,802
                                                    ---------    ---------
     Total Current Liabilities                         40,388       28,272

Stockholders' Equity

   Common Stock, 100,000,000 Shares
     Authorized at $.001 Par Value;
     120,000 Shares Issued and Outstanding                120          120
   Additional Paid in Capital                          33,750       33,750
   Deficit Accumulated in the Development Stage       (69,707)     (57,071)
                                                    ---------    ---------
     Total Stockholders' Equity                       (35,837)     (23,201)
                                                    ---------    ---------
     Total Liabilities and Stockholders' Equity    $    4,551   $    5,071
                                                    =========    =========

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

<PAGE>

                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                          Statement of Operations
<TABLE>
<CAPTION>
                                                                            From
                                                                         (Inception)
                                                                             to
                                            December       December       December
                                            31, 2003       31, 2002       31, 2003
                                           ----------     ----------     ----------
<S>                                        <C>            <C>            <C>
Revenues                                   $     -        $     -        $     -
                                            ---------      ---------      ---------
Expenses
   General & Administrative                    10,806          7,712         64,923
                                            ---------      ---------      ---------
     Income (Loss) from Operations            (10,806)        (7,712)       (64,923)

Other Income (Expenses)

  Interest Expense                             (2,181)        (1,649)        (5,835)
  Interest Income                                 351            420          1,051
                                            ---------      ---------      ---------
     Total Other Income (Expenses)             (1,830)        (1,229)        (4,784)
                                            ---------      ---------      ---------
     Income (Loss) Before Income Tax          (12,636)        (8,941)       (69,707)

     Taxes                                       -              -              -
                                            ---------      ---------      ---------
     Net (Loss)                            $  (12,636)    $   (8,941)    $  (69,707)
                                            =========      =========      =========
</TABLE>

     Net Loss Per Share                    $    (.10)     $    (.12)

     Weighted Average Shares Outstanding      120,000         76,500


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

<PAGE>

                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                     Statement of Stockholders' Equity
        From August 19, 1999 (Inception) through December 31, 2003
<TABLE>
<CAPTION>
                                                                      From August
                                                                       19, 1999
                                                         Additional   (Inception)
                                   Common Stock           Paid In     to December
                               Shares        Amount       Capital       31, 2003
                             ----------    ----------    ----------    ----------
<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)

Net Loss Year Ended
  December 31, 2003                -             -             -          (12,636)
                              ---------     ---------     ---------     ---------
Balance, December 31, 2003      120,000    $      120    $   33,750    $  (69,707)
                              =========     =========     =========     =========
</TABLE>
 The accompanying notes are an integral part of these financial statements
                                    F-4

<PAGE>

                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                          Statement of Cash Flows
<TABLE>
<CAPTION>
                                                                                  From
                                                                              (Inception)
                                                                                   to
                                                  December       December       December
                                                  31, 2003       31, 2002       31, 2003
                                                 ----------     ----------     ----------
<S>                                              <C>            <C>            <C>
Cash Flows from Operating Activities

Net Loss                                         $  (12,636)    $   (8,941)    $  (69,707)
  Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
    (Increase) Decrease in Interest Receivable         (350)          (420)        (1,051)
    Stock Issued for Services                          -              -             7,617
    Increase (Decrease) in Accounts and
    Interest Payable                                 12,116          2,099         16,585
                                                  ---------      ---------      ---------
      Net Cash Provided by
      Operating Activities                             (870)        (7,262)       (46,556)

Cash Flows from Investing Activities

  Loans to Related Party                               -              -            (3,500)
                                                  ---------      ---------      ---------
      Net Cash Provided by
      Investing Activities                             -              -            (3,500)

Cash Flows from Financing Activities

  Proceeds from Related Party Note                     -             6,604         23,802
  Proceeds from Stock Sales                            -               870         26,254
                                                  ---------      ---------      ---------
     Net Cash Provided by
     Financing Activities                              -             7,474         50,056
                                                  ---------      ---------      ---------
     Increase (Decrease) in Cash                       (870)           212           -

     Cash at Beginning of Period                        870            658           -
                                                  ---------      ---------      ---------
     Cash at End of Period                       $     -        $      870     $     -
                                                  =========      =========      =========

Supplemental Cash Flow Information
  Interest                                       $     -        $     -        $        3
  Taxes                                                -              -              -
</TABLE>

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

<PAGE>

                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                    Notes to The  Financial Statements
                             December 31, 2003

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, 2003, and earlier
periods; accordingly, no deferred tax liabilities have been recognized for
all periods.

                                    F-6

<PAGE>

                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                    Notes to The  Financial Statements
                             December 31, 2003

NOTE 3 - INCOME TAXES  -continued-

The Company has cumulative net operating loss carryforwards over $69,000 at
December 31, 2003.  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 , 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 officers are shareholders of the Company.  The notes are unsecured,
bear an interest rate of either 10% or 12% per annum and are due and payable
on demand.  At December 31, 2003, the accrued interest associated with the
various notes was $5,950.
<TABLE>
<CAPTION>
                                                         December 31,   December 31,
The Company has the following note payable obligations:      2003           2002
                                                         ------------   ------------

                                                       <C>            <C>
Related party notes payable and due on demand
   accruing interest at a rate of 12% per annum           $  10,000      $  10,000

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

                                 Year       Amount
                              ----------   --------
                                 2004      $ 23,802
                                 2005          -
                                 2006          -
                                 2007          -
                                 2008          -
                              Thereafter       -
                                            -------
                                Total      $ 23,802
                                            =======

                                    F-7

<PAGE>

                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                    Notes to The  Financial Statements
                             December 31, 2003

NOTE 5 - NOTES RECEIVABLE - RELATED PARTY

In 2002, the Company loaned $3,500 to a corporation whose President is the
President and a shareholder of the Company.  During 2003, the loan was
transferred from one company to another with the same relationship.  The
principal amount of the note and the respective terms remain the same.  The
balance due on demand of the unsecured note is $3,500 with accrued interest
at a rate of 10% per annum.  The total accrued interest receivable at
December 31, 2003, is $1,051.

NOTE 6 - COMMON STOCK

During the 2002 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-8