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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 June 30, 2001

     [   ]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 August 10, 2001, there
were 33,000 shares of the Registrant's Common Stock outstanding.

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 June 30, 2001, and the results of its operations and changes
in its financial position from August 19, 1999, through June 30, 2001, have
been made.  The results of its operations for such interim period is not
necessarily indicative of the results to be expected for the entire year.

Mezzanine Investment Corporation
(a Development Stage Company)
Balance Sheets

                                                  June
                                                30, 2001

Assets
Current Assets
     Cash                              $          2,563
     Interest receivable                             68
     Accounts receivable                          3,500
                                               --------
     Total Assets                      $          6,131
                                               ========
Liabilities and Stockholders' Equity

Current Liabilities
   Accounts payable                    $              -
   Interest payable                               1,078
   Notes payable - related party                 17,183
                                               --------
       Total Current Liabilities                 18,261

Stockholders' Equity
   Common Stock, 100,000,000 authorized
     shares of $.001 par value, 33,000 shares
     issued and outstanding                          33
   Additional Paid in Capital                    32,967
   Retained Deficit Accumulated
         during the Development Stage           (45,130)
                                               --------
       Total Stockholders' Equity               (12,130)
                                               --------
     Total Liabilities and Stockholders'
      Equity                          $           6,131
                                               ========

The accompanying notes are an integral part of these financial statements

Mezzanine Investment Corporation
(a Development Stage Company)
 Statements of Operations
Unaudited
                                                                                       From
                                                                                       Inception
                    For the Three     For the Three    For the Six     For the Six     August 19,
                    Months Ended      Months Ended     Months Ended    Months Ended    1999 through
                    June 30,          June 30,         June 30,        June 30,        June 30,
                    2001              2000             2001            2000            2001

Revenues            $       68           $     -     $          68      $     -       $     68
                       -------             ------           ------         -------      ------
Expenses

General
 & Administrative        1,384              1,478            4,053           5,741      44,235
Interest Expense           322                 -               503            -            963
                       -------             ------           ------         -------      ------
Total Expenses           1,706              1,478            4,556           5,741      45,198
                       -------             ------           ------         -------      ------
Net Loss Before Tax     (1,638)            (1,478)          (4,488)         (5,741)     45,130

     Taxes                   -                 -                 -            -              -
                       -------             ------           ------         -------      ------
Net (Loss)          $   (1,638)$           (1,478)     $    (4,488)$        (5,741)   $ 45,130
                       =======             ======           ======         =======      ======
Net Loss Per Share  $    (0.05)          $  (0.04)     $     (0.14)$         (0.17)
                       =======             ======           ======         =======
Weighted average
shares outstanding      33,000             33,000           33,000          33,000
                       =======             ======           ======         =======

Mezzanine Investment Corporation
(a Development Stage Company)
 Statements of Cash Flows

                                                                            From
                                                                            Inception
                                        For the Six          For the Six    August 19,
                                        Months Ended         Months Ended   1999 through
                                        June 30,             June 30,       June 30,
                                        2001                 2000           2001

Cash Flows from Operating Activities

     Net loss                              $   (4,488)       $    (5,741)   $     (45,130)
     Items not requiring cash flow
       Stock issued for services                    -                  -            7,617
     (Increase) in accounts receivable         (3,568)                 -           (3,568)
       Increase in accounts/interest
       payable                                    503             (1,358)           1,078
                                             --------           --------         --------
     Net Cash Provided by
     Operating Activities                      (8,622)            (7,099)         (40,003)

Cash Flows from Investing Activities                -                  -                -
                                             --------           --------         --------
Cash Flows from Financing Activities

     Cash from notes payable                   11,185                  -           17,183
     Cash from stock sales                          -                  -           25,383
                                             --------           --------         --------
Net Cash Provided by
Financing Activities                           11,185                  -           42,566
                                             --------           --------         --------
Increase in Cash                                2,563             (7,099)           2,563

Cash, beginning of period                           -              7,099                -
                                             --------           --------         --------
Cash, end of period                         $   2,563           $      -     $      2,563
                                             ========           ========         ========
Supplemental Cash Flow Information
     Interest                               $       -           $      -     $          -
     Taxes                                          -                  -                -

Mezzanine Investment Corporation
(a Development Stage Company)
Notes to The  Financial Statements
June 30, 2001

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 - 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 4 - 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 December 31, 2000 and earlier years; accordingly,
no deferred tax liabilities have been recognized for all years.

Mezzanine Investment Corporation
(a Development Stage Company)
Notes to The  Financial Statements
June 30, 2001

NOTE 4 - INCOME TAXES - Continued-

The Company has cumulative net operating loss carryforwards over $40,000 at
December 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 December 31, 2000 have been offset
by valuation reserves in the same amount.  The net operating losses begin to
expire in 2019.

NOTE 5 - NOTES PAYABLE - RELATED PARTY

As start up operating capital for the Company, a loan for $7,198 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.

During the first quarter of 2001, the Company received a loan of $1,200 from a
Corporation whose is a shareholder of the Company.  The payable is unsecured
and is bearing interest at the rate of 10% per annum.  The note is payable on
demand.  As of June 30, 2001, accrued interest amounts to $60.

During the second quarter of 2001, the Company received a loan of $9,985 from a
corporation who is a shareholder of the Company.  The payable is unsecured and is
bearing interest at the rate of 8% per annum.  The note is payable on demand.

NOTE 6 - NOTE RECEIVABLE - RELATED PARTY

During the second quarter of 2001, the Company loaned $3,500 to a Corporation whose
President is a shareholder in the Company.  The receivable is unsecured and is bearing
an interest rate of 12% per annum.  The note receivable is due on demand.  As of
June 30, 2001, accrued interest amounts to $68.

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: August 14, 2001     By: /s/ Eric Chess Bronk, President and
                                  Principal Financial and Accounting Officer
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