Certifications

I, Eric C. Bronk, certify that:

1.   I have reviewed this Form 10-KSB for the year ended December 31,
     2004, of Mezzanine Investment Corporation;

2.   Based on my knowledge, this 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 report;

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

4.   The small business issuer's other certifying officer(s) and I are
     responsible for establishing and maintaining disclosure controls
     and procedures (as defined in Exchange Act Rules 13a-15(e) and
     15d-15(e)) for the small business issuer and have:

     a.   Designed such disclosure controls and procedures, or caused
          such disclosure controls and procedures to be designed under
          our supervision, to ensure that material information
          relating to the small business issuer, including its
          consolidated subsidiaries, is made known to us by others
          within those entities, particularly during the period in
          which this report is being prepared;

     b.   Evaluated the effectiveness of the small business issuer's
          disclosure controls and procedures and presented in this
          report our conclusions about the effectiveness of the
          disclosure controls and procedures, as of the end of the
          period covered by this report based on such evaluation; and

     c.   Disclosed in this report any change in the small business
          issuer's internal control over financial reporting that
          occurred during the small business issuer's most recent
          fiscal quarter (the small business issuer's fourth fiscal
          quarter in the case of an annual report) that has materially
          affected, or is reasonably likely to materially affect, the
          small business issuer's internal control over financial
          reporting;

5.   The small business issuer's other certifying officer(s) and I
     have disclosed, based on our most recent evaluation of internal
     control over financial reporting, to the small business issuer's
     auditors and the audit committee of the small business issuer's
     board of directors (or persons performing the equivalent
     functions):

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     a.   All significant deficiencies and material weaknesses in the
          design or operation of internal control over financial
          reporting which are reasonably likely to adversely affect
          the small business issuer's ability to record, process,
          summarize and report financial information; and

     b.   Any fraud, whether or not material, that involves management
          or other employees who have a significant role in the small
          business issuer's internal control over financial reporting.

Date:  March 30, 2005

/s/ Eric C. Bronk
Eric C. Bronk, Treasurer
(Principal financial officer)



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