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, 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:  000-27827

                     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

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 7, 2003, there
were 120,000 shares of the Registrant's Common Stock outstanding.

<PAGE>

                                  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, 2003, and the results of its
operations and changes in its financial position from August 19, 1999,
through March 31, 2003, 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, 2002.

                                    2
<PAGE>

                 Mezzanine Investment Corporation
                  (A Development Stage Company)
                          Balance Sheet

                                                        March         December
                                                       31, 2003       31, 2002
                                                      -----------    -----------
                                                      (Unaudited)
                              Assets
Current Assets

  Cash                                                $      870     $      870
  Interest Receivable                                        806            701
  Note Receivable - Related Party                          3,500          3,500
                                                       ---------      ---------
     Total Assets                                     $    5,176     $    5,071
                                                       =========      =========


               Liabilities and Stockholders' Equity

Current Liabilities

  Accounts Payable                                    $      700     $      700
  Interest Payable                                         4,150          3,770
  Notes Payable - Related Party                           23,802         23,802
                                                       ---------      ---------
     Total Current Liabilities                            28,652         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           (57,346)       (57,071)
                                                       ---------      ---------
     Total Stockholders' Equity                          (23,476)       (23,201)
                                                       ---------      ---------
     Total Liabilities and Stockholders' Equity       $    5,176     $    5,071
                                                       =========      =========

          See accompanying notes to financial statements.

                                 3
<PAGE>

                 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, 2003       31, 2002        31, 2003
                                     -----------    -----------     -----------
<S>                                  <C>            <C>             <C>
Revenues                             $      -       $      -        $      -

Expenses

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

Other Income (Expenses)

  Interest Expense                          105           (410)         (2,416)
  Interest Income                          (380)           105             386
                                      ---------      ---------       ---------
     Total Other Income (Expenses)         (275)          (305)         (2,030)
                                      ---------      ---------       ---------
     Income (Loss) Before Taxes            (275)        (2,567)        (50,697)

     Taxes                                  -              -               -
                                      ---------      ---------       ---------
     Net (Loss)                      $     (275)    $   (2,567)     $  (50,697)
                                      =========      =========       =========


     Loss Per Common Share           $    (0.00)    $    (0.08)

     Weighted Average
     Shares Outstanding                 120,000         33,000
</TABLE>
          See accompanying notes to financial statements.

                                 4
<PAGE>

                 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, 2003      31, 2002        31, 2003
                                              -----------   -----------     -----------
<S>                                           <C>           <C>             <C>
Cash Flows from Operating Activities
  Net Income (Loss)                           $     (275)   $   (2,567)     $  (50,697)
  Adjustments to Reconcile Net Income
   (Loss) to Net Cash Provided by
   Operating Activities:
     Stock Issued for Services                       -             -             7,617
     (Increase) in Interest Receivable              (105)         (105)           (386)
     Increase in Accounts Payable/Interest           380         2,422           4,793
                                               ---------     ---------       ---------
       Net Cash Provided (Used) by
       Operating Activities                          -            (250)        (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                            -             -            17,198
  Cash from Stock Sales                              -             -            25,383
                                               ---------     ---------       ---------
       Net Cash Provided (Used) by
       Financing Activities                          -             -            42,581
                                               ---------     ---------       ---------
       Increase (Decrease) in Cash                   -            (250)            408

       Cash, Beginning of Period                     870           658             -
                                               ---------     ---------       ---------
       Cash, End of Period                    $      870    $      408      $      408
                                               =========     =========       =========


Supplemental Cash Flow Information
  Interest                                    $      -      $      -        $        3
  Taxes                                              -             -               -
</TABLE>
          See accompanying notes to financial statements.

                                 5
<PAGE>

                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                    Notes to The  Financial Statements
                              March 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 March 31, 2003 and earlier periods;
accordingly, no deferred tax liabilities have been recognized for all
periods.

                                    6
<PAGE>

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

NOTE 3 - INCOME TAXES  continued

The Company has cumulative net operating loss carryforwards over $57,000 at
March 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
carryforwards, estimated based upon current tax rates at March 31, 2003 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 March 31, 2003, the accrued interest associated
with the various notes was $4,150.
                                                         March 31,  December 31,
The Company has the following note payable obligations:    2003         2002
                                                        ----------   ----------
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       13,802
                                                         --------     --------
          Totals                                        $  23,802    $  23,802
          Less Current Maturities                         (23,802)     (23,802)
                                                         --------     --------
          Total Long-Term Notes Payable                 $     -      $     -
                                                         ========     ========

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
                                                                       =======

                                    7
<PAGE>

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

NOTE 5 - NOTES RECEIVABLE RELATED PARTY

During the 2002 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 $806.

NOTE 6 - COMMON STOCK

During 2002, 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.

                                    8
<PAGE>

             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 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.

     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 a loss to the Company of all related costs incurred.

                                    9
<PAGE>

     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 3.  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 our last evaluation.

                                  PART II

                 ITEM 6.  EXPORTS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          99.1 Written Statement of the Chief Executive Officer and Chief
Financial Officer with respect to compliance with Section 13(a) of the
Securities Exchange Act of 1934.

     (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, 2003.

                                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 14, 2003                     By: /s/ Eric Chess Bronk
                                        Eric Chess Bronk, President and
                                        Principal Financial and Accounting
                                        Officer

                                    10
<PAGE>

                              CERTIFICATIONS

I, Eric C. Bronk, certify that:

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

     2.   Based on my knowledge, this quarterly 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 quarterly report;

     3.   Based on my knowledge, the financial statements, and other
financial information included in this quarterly 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
quarterly report;

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

          (a)  designed such disclosure controls and procedures to ensure
     the material information relating to the registrant is made known to
     me, particularly during the period in which this quarterly report was
     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 quarterly report (the "Evaluation Date"); and

          (c)  presented in this quarterly report my conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

     5.   I have disclosed, based on my most recent evaluation, to the
registrant's auditors and to the boards of directors:

          (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

                                    11
<PAGE>

     6.   I have indicated in this quarterly 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 our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

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

May 14, 2003                       /s/ Eric C. Bronk
                                   Eric C. Bronk, Chief Executive Officer
                                   and Chief Financial Officer



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