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

                                Form 10-QSB

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

     For the quarter ended March 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

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

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

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 fling requirements for the past 90 days.
(1) Yes [X]  No [ ]   (2) Yes [X]  No [ ]

State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At May 14, 2002, there were
33,000 shares of the Registrant's Common Stock outstanding.

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Page 2
                                  PART I

                       ITEM 1.  FINANCIAL STATEMENTS

     The condensed financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that
the disclosures are adequate to make the information presented not
misleading.

     In the opinion of the Company, all adjustments, consisting of only
normal recurring adjustments, necessary to present fairly the financial
position of the Company as of March 31, 2002, and the results of its
operations and changes in its financial position from August 19, 1999,
through March 31, 2002, have been made.  The results of its operations for
such interim period are not necessarily indicative of the results to be
expected for the entire year.  These condensed financial statements should be
read in conjunction with the financial statements and notes thereto included
in the Company's annual report on Form 10-KSB for the year ended December 31,
2001.

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Page 3
                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                               Balance Sheet
<TABLE>
<CAPTION>
                                                     March         December
                                                    31, 2002       31, 2001
                                                   -----------    -----------
                                                   (Unaudited)
<S>                                                <C>            <C>
                                  Assets
Current Assets

   Cash                                            $       408    $       658
   Interest Receivable                                     386            281
   Note Receivable Related Party                         3,500          3,500
                                                    ----------     ----------
     Total Assets                                  $     4,294    $     4,439
                                                    ==========     ==========

                   Liabilities and Stockholders' Equity

Current Liabilities

   Accounts Payable                                $     2,262    $       250
   Interest Payable                                      2,531          2,121
   Notes Payable - Related Party                        17,198         17,198
                                                    ----------     ----------
     Total Current Liabilities                          21,991         19,569

Stockholders' Equity

   Common Stock, 100,000,000 Shares
    Authorized at $.001 Par Value;
    33,000 Shares Issued and Outstanding                    33             33
   Additional Paid in Capital                           32,967         32,967
   Deficit Accumulated in the Development Stage        (50,697)       (48,130)
                                                    ----------     ----------
     Total Stockholders' Equity                        (17,697)       (15,130)
                                                    ----------     ----------
     Total Liabilities and Stockholders' Equity    $     4,294    $     4,439
                                                    ==========     ==========
</TABLE>
               See accompanying notes to the financial statements
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Page 4
                         Mezzanine Investment Corporation
                          (A Development Stage Company)
                             Statement of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                     For the Period
                                                                     August 19, 1999
                                        For the Three Months Ended    (Inception)
                                          March          March         to March
                                         31, 2002       31, 2001       31, 2002
                                        ----------     ----------     ----------
<S>                                    <C>            <C>            <C>
Revenues                               $       -      $       -      $       -
                                        ----------     ----------     ----------
Expenses

   General & Administrative                  2,262          2,669         48,667
                                        ----------     ----------     ----------
     Total Expenses                          2,262          2,669         48,667
                                        ----------     ----------     ----------
     Income (Loss) from Operations          (2,262)        (2,669)       (48,667)

Other Income (Expenses)

   Interest Expense                           (410)          (180)        (2,416)
   Interest Income                             105            -              386
                                        ----------     ----------     ----------
     Total Other Income (Expenses)            (305)          (180)        (2,030)
                                        ----------     ----------     ----------
     Income (Loss) Before Taxes             (2,567)        (2,849)       (50,697)

     Taxes                                     -              -              -
                                        ----------     ----------     ----------
     Net (Loss)                        $    (2,567)   $    (2,849)   $   (50,697)
                                        ==========     ==========     ==========
     Loss Per Common Share             $     (0.08)   $     (0.09)

     Weighted Average
     Shares Outstanding                     33,000         33,000
</TABLE>
                   See accompanying notes to the financial statements
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Page 5
                            Mezzanine Investment Corporation
                             (A Development Stage Company)
                                Statement of Cash Flows
                                      (Unaudited)
<TABLE>
<CAPTION>
                                                                           For the Period
                                                                           August 19, 1999
                                               For the Three Months Ended    (Inception)
                                                 March         March         to March
                                                31, 2002      31, 2001       31, 2002
                                               -----------   -----------    -----------
<S>                                            <C>           <C>            <C>
Cash Flows from Operating Activities

   Net Income (Loss)                           $   (2,567)   $   (2,849)    $  (50,697)
   Adjustments to Reconcile Net Loss
   to Net Cash:
     Stock Issued for Services                        -             -            7,617
     (Increase) in Interest Receivable               (105)          -             (386)
     Increase in Accounts Payable/Interest          2,422         1,780          4,793
                                                ---------     ---------      ---------
        Net Cash Provided (Used) by
        Operating Activities                         (250)       (1,069)       (38,673)

Cash Flows from Investing Activities

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

Cash Flows from Financing Activities

   Cash from Notes Payable                            -           1,200         17,198
   Cash from Stock Sales                              -             -           25,383
                                                ---------     ---------      ---------
       Net Cash Provided (Used) by
       Financing Activities                           -           1,200         42,581
                                                ---------     ---------      ---------
       Increase (Decrease) in Cash                   (250)          131            408

       Cash, Beginning of Period                      658           -              -
                                                ---------     ---------      ---------
       Cash, End of Period                     $      408    $      131     $      408
                                                =========     =========      =========

Supplemental Cash Flow Information
   Interest                                    $      -      $      -       $        3
   Taxes                                              -             -              -
</TABLE>
                    See accompanying notes to the financial statements
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Page 6
                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                    Notes to The  Financial Statements
                              March 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.  All cash is currently held in trust by the Company's
     attorney.

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

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

NOTE 3 - INCOME TAXES

     The Company adopted Statement of Financial Accounting Standards No. 109
     "Accounting for Income Taxes" in the fiscal year ended December 31, 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 March 31, 2002 and
     earlier periods; accordingly, no deferred tax liabilities have been
     recognized for all periods.

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Page 7
                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                    Notes to The  Financial Statements
                              March 31, 2002

NOTE 3 - INCOME TAXES  -continued-

     The Company has cumulative net operating loss carryforwards over $50,000
     at March 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
     March 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

     As start up operating capital for the Company, two loans for $4,617 and
     $1,381 were taken out from separate corporations at rates of 10%
     interest.  The loans are unsecured and due on demand.  The presidents of
     the corporations giving the loans are also shareholders of the Company.
     At year end, the total accrued interest amounts to $115 and $35
     respectively.

     During the first quarter of 2001, the Company received a loan of $1,200
     from a corporation whose president is a shareholder of the Company.  The
     loan is unsecured and is bearing interest at the rate of 10% per annum.
     The note is payable on demand.  As of March 31, 2002, the total accrued
     interest amounts to $30.

     During second quarter of 2001, the Company received a loan of $10,000
     from a corporation who is a shareholder of the Company.  The loan is
     unsecured and is bearing interest at the rate of 8% per annum.  The note
     is due and payable on demand.  At quarter end, the total accrued
     interest amounts to $200.

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
     $386.

NOTE 6 - GOING CONCERN

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

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Page 8
             ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                             PLAN OF OPERATION

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

     The original shareholders contributed a total of $25,383 in cash and
$7,617 in services as capital contributions for stock of the Company.
Mezzanine Capital Ltd., an entity of which Eric C. Bronk, the sole officer
and director of the Company, is an executive officer and director, has loaned
$14,617 to the Company for operating expenses.

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

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

                                  PART II

                       ITEM 6.  REPORTS ON FORM 8-K

     (b)  Reports on Form 8-K:  No reports on Form 8-K were filed during the
first quarter of the fiscal year ending December 31, 2002.

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Page 9
                                SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

                                Mezzanine Investment Corporation

Date: May 16, 2002              By: /s/ Eric Chess Bronk
                                Eric Chess Bronk, President and Principal
                                Financial and Accounting Officer