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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, 2000

     [   ]     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 10, 2000, there were
33,000 shares of the Registrant's Common Stock outstanding.

PART I

ITEM 1.  FINANCIAL STATEMENTS


INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders of
Mezzanine Investment Corporation


We have reviewed the accompanying balance sheet of Mezzanine Investment
Corporation (a development stage company) as of March 31, 2000 and the related
statements of income stockholder's equity, and cash flows for the period then
ended, in accordance with Statements on Standards for Accounting and Review
Services issued by the American Institute of Certified Public Accountants.
All information included in these financial statements is the representation
of the owners of Mezzanine Investment Corporation.

A review consists principally of inquiries of Company personnel and analytical
procedures applied to financial data.  It is substantially less in scope than
an audit in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying  financial statements in order for them to
be in conformity with generally accepted accounting principles.

The accompanying balance sheet as of December 31, 1999 was audited by us and
we expressed an unqualified opinion on it in our report dated March 1, 2000.

/s/ Crouch, Bierwolf & Chisholm

May 2, 2000
Salt Lake City, Utah

<PAGE>
The accompanying notes are an integral part of these financial statements

Mezzanine Investment Corporation
(a Development Stage Company)
Balance Sheet

Assets

                                              March 31,           December 31,
                                                2000                  1999
                                             (Reviewed)            (Audited)
Current assets
   Cash                                     $     5,282        $     7,099
      Total Current Assets                        5,282              7,099

      Total Assets                          $     5,282        $     7,099

Liabilities and Stockholders' Equity

Current Liabilities
   Accounts payable                         $     4,100        $     1,770
   Interest payable                                 231                115
   Notes payable - related party                  4,617              4,617
       Total Current Liabilities                  8,948              6,502

Stockholders' Equity
   Common Stock, 100,000,000 authorized
     shares of $.001 par value, 33,000 shares
     issued and outstanding                          33                 33
   Additional Paid in Capital                    32,967             32,967
   Retained Deficit Accumulated during the
    Development Stage                           (36,666)           (32,403)
       Total Stockholders' Equity                (3,666)               597

Total Liabilities and Stockholders' Equity  $     5,282        $     7,099

<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
Statement of Stockholders' Equity
March 31, 2000


                                                                     Retained
                                                                     Deficit
                                                         Additional  During the
                                       Common Stock      Paid-in    Development
                                     Shares    Amount    Capital    Stage



Balance, August 19, 1999 (Audited)      -     $     -    $     -     $     -

Shares issued for cash at $1 per
share (Audited)                      25,383          25      25,358        -

Shares issued for services (Audited)  7,617           8       7,609        -

Net loss December 31, 1999 (Audited)    -           -          -       (32,403)

Balance, December 31, 1999 (Audited) 33,000          33      32,967    (32,403)

Net loss March 31, 2000 (Reviewed)      -           -          -        (4,263)

Balance, March 31, 2000 (Reviewed)   33,000    $     33   $  32,967   $(36,666)

<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
 Statement of Operations


                                                                From Inception
                                                                 on August 19,
                                                                 1999 through
                                               March 31,           March 31,
                                                 2000                2000
                                              (Reviewed)          (Reviewed)

Sales:                                         $     -            $     -

Expenses:

   General & Administrative                         4,263          36,666

          Total Expenses                            4,263          36,666

Net Loss Before Tax                                (4,263)        (36,666)

Taxes                                                 -                 -

Net (Loss)                                     $   (4,263)       $(36,666)

Net Loss Per Share                             $    (0.13)       $  (1.12)

Weighted average shares outstanding                33,000          33,000

<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
 Statement of Cash Flows

                                                 For the            From
                                                 Three          Inception on
                                                 Months        August 19, 1999
                                                 Ended            Through
                                                 March 31,        March 31,
                                                  2000              2000
                                                (Reviewed)       (Reviewed)
Cash Flows from Operating Activities

     Net loss                                $     (4,263)   $     (36,666)
     Items not requiring cash flow
       Stock issued for services                        -            7,617
       Increase in accounts payable                 2,446            4,331
                                                   (1,817)         (24,718)

Cash Flows from Financing Activities

     Cash from notes receivable                         -             4,617
     Cash from stock sales                              -            25,383
     Total                                              -            30,000

Cash Flows from Investing Activities                    -             -

Change in cash                                     (1,817)            5,282

Cash, beginning of period                           7,099             -

Cash, end of period                           $     5,282       $     5,282

Supplemental Cash Flow Information
   Cash Paid For:
       Interest                               $         -       $     -
       Taxes                                  $         -       $     -

<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
Notes to The  Financial Statements
March 31, 2000

NOTE 1 - BACKGROUND AND 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 - CASH AND CASH EQUIVALENTS

For purposes of the statements of cash flows, the Company considers all highly
liquid debt instruments with an original maturity of three months or less to
be equivalents.

NOTE 3 - STOCK TRANSACTIONS

In its initial act as a corporation, the Company issued 33,000 shares of
stock; 25,383 for cash at $1 per share, 6,000 shares for services from the
organizers/officers/directors of the Company and 1,617 shares of stock for
legal work to organize the Company.  The stock issued for services was valued
at $1, the same value as the common stock that was sold for cash.

NOTE 4 - 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 5 - INCOME TAXES

The Company adopted Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" in the fiscal year ended December 31, 1999 and
has applied the provisions of the statement to the current year which resulted
in no significant adjustment.

<PAGE>Mezzanine Investment Corporation
(a Development Stage Company)
Notes to The  Financial Statements
March 31, 2000

NOTE 5 - INCOME TAXES (continued)

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, 1999 and earlier years; accordingly,
no deferred tax liabilities have been recognized for all years.

The Company has cumulative net operating loss carryforwards over $30,000 at
March 31, 2000.  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, 2000 have
been offset by valuation reserves in the same amount.  The net operating
losses begin to expire in 2019.

NOTE 6 - NOTES PAYABLE - RELATED PARTY

As start up operating capital for the Company, a loan for $4,617 was taken out
from a corporation at a rate of 10% interest, due in one year.  The loan is
unsecured.  The corporation giving the loan is also a shareholder of the
Company.


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 as capital
contributions for stock of the Company and Mezzanine Capital Ltd. loaned
$4,617 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.


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 10, 2000               By  /s/ Eric Chess Bronk, President and
                                 Principal Financial and Accounting Officer