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 September 30, 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: 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 November 12, 2002,
there were 118,000 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 September 30, 2002, and the results of its
operations and changes in its financial position from August 19, 1999,
through September 30, 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.

                                      2

<PAGE>
                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                               Balance Sheet
<TABLE>
<CAPTION>
                                                     September        December
                                                     30, 2002         31, 2001
                                                    (Unaudited)
                                                    -----------      -----------
<S>                                                 <C>              <C>
                                  Assets
Current Assets

   Cash                                             $      -         $      658
   Interest Receivable                                     596              281
   Note Receivable - Related Party                       3,500            3,500
                                                     ---------        ---------
     Total Assets                                   $    4,096       $    4,439
                                                     =========        =========

                   Liabilities and Stockholders' Equity

Current Liabilities

   Accounts Payable                                 $    5,160       $      250
   Interest Payable                                      3,291            2,121
   Notes Payable - Related Party                        17,198           17,198
                                                     ---------        ---------
     Total Current Liabilities                          25,649           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        (54,553)         (48,130)

     Total Stockholders' Equity                        (21,553)         (15,130)
                                                     ---------        ---------
     Total Liabilities and Stockholders' Equity     $    4,096       $    4,439
                                                     =========        =========
</TABLE>

              See accompanying notes to the 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      For the Nine Months Ended      (Inception)
                             September      September        September      September        to Sept.
                             30, 2002       30, 2001         30, 2002       30, 2001         30, 2002
                           ------------   ------------     ------------   ------------     ------------
<S>                        <C>            <C>              <C>            <C>              <C>
Revenues                   $       -      $       -        $       -      $       -        $       -
                            ----------     ----------       ----------     ----------       ----------
Expenses

   General &
    Administrative                 355          1,255            5,568          5,308           51,973
                            ----------     ----------       ----------     ----------       ----------
     Total Expenses                355          1,255           (5,568)         5,308          (51,973)
                            ----------     ----------       ----------     ----------       ----------
     Income (Loss)
     from Operations              (355)        (1,255)          (5,568)        (5,308)         (51,973)

Other Income (Expenses)

   Interest Income                 105            105              315            173              596
   Interest Expense               (380)          (486)          (1,170)          (989)          (3,176)
                            ----------     ----------       ----------     ----------       ----------
     Total Other
     Income (Expenses)            (275)          (381)            (855)          (816)          (2,580)
                            ----------     ----------       ----------     ----------       ----------
     Income (Loss)
     Before Taxes                 (630)        (1,636)          (6,423)        (6,124)         (54,553)

     Taxes                         -              -                -              -                -
                            ----------     ----------       ----------     ----------       ----------
     Net Income (Loss)     $      (630)   $    (1,636)     $    (6,423)   $    (6,124)     $   (54,553)
                            ==========     ==========       ==========     ==========       ==========

     Loss Per
     Common Share          $     (0.02)   $     (0.05)     $     (0.19)   $     (0.19)

     Weighted Average
     Shares Outstanding         33,000         33,000           33,000         33,000


</TABLE>
              See accompanying notes to the financials 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 Nine Months Ended    (Inception)
                                              September      September     to September
                                              30, 2002       30, 2001       30, 2002
                                             -----------    -----------    -----------
<S>                                          <C>            <C>            <C>
Cash Flows from Operating Activities

  Net Income (Loss)                          $   (6,423)    $   (6,124)    $  (54,553)
  Adjustments to Reconcile Net Loss
  to Net Cash;
    Stock Issued for Services                       -              -            7,617
    (Increase) in Interest Receivable              (315)        (3,373)          (596)
    Increase in Accounts Payable/Interest         6,080            (80)         8,451
                                              ---------      ---------      ---------
     Net Cash Provided (Used) by
     Operating Activities                          (658)        (9,877)       (39,081)

Cash Flows from Investing Activities

  Proceeds from Related Party Note                  -              -           (3,500)
                                              ---------      ---------      ---------
     Net Cash Provided (Used) by
     Investing Activities                           -              -           (3,500)

Cash Flows from Financing Activities

  Cash from Notes Payable                           -           11,185         17,198
  Cash from Stock Sales                             -              -           25,383
                                              ---------      ---------      ---------
     Net Cash Provided (Used) by
     Financing Activities                           -           11,185         42,581
                                              ---------      ---------      ---------
     Increase (Decrease) in Cash                   (658)         1,308            -

     Cash, Beginning of Period                      658            -              -
                                              ---------      ---------      ---------
     Cash, End of Period                     $      -       $    1,308     $      -
                                              =========      =========      =========


Supplemental Cash Flow Information

  Interest                                   $      -       $      -       $        3
  Taxes                                             -              -              -

</TABLE>
              See accompanying notes to the financials statements.

                                      5

<PAGE>
                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                    Notes to The  Financial Statements
                            September 30, 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.

     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 September 30, 2002
     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
                            September 30, 2002

NOTE 3 - INCOME TAXES -continued-

     The Company has cumulative net operating loss carryforwards over $53,000
     at September 30, 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 September 30, 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.
     The total accrued interest to date amounts to $1,386 and $250
     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 September 30, 2002, the total
     accrued interest amounts to $209.

     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 10% per annum.  The
     note is due and payable on demand.  At quarter end, the total accrued
     interest amounts to $1,446.

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
     $596.

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.

                                      7

<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 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.

                     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

                                      8

<PAGE>

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 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     In July 2002 we sold a total of 87,000 shares of common stock.  The
price was $0.01 per share and the gross proceeds of the offering were $870.
The shares were sold to 22 individuals, all of whom represented themselves
to be accredited investors as defined in Rule 501 of Regulation D.  These
units were sold without registration under the Securities Act by reason of
the exemption from registration afforded by the provisions of Section 4(6)
thereof, as a transaction by an issuer not involving any public offering,
and Rule 506 of Regulation D.  The sales of the shares were not entered
into as a result of or subsequent to any advertisement, article, notice, or
other communication published in any newspaper, magazine, or similar media
or broadcast on television or radio, or presented at any seminar or
meeting.  Each of the investors was afforded the opportunity to ask
questions of our management and to receive answers concerning the terms and
conditions of the transaction.  No underwriting discounts or commissions
were paid in connection with the sale of the units.

                 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 third quarter of the fiscal year ending December 31, 2002.

                                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:  November __, 2002           By: /s/ Eric Chess Bronk
                                   Eric Chess Bronk, President and
                                   Principal Financial and Accounting
                                   Officer

                                    9

<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 September 30, 2002 (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

                                      10

<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.


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



                                      11