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, 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 August 8, 2002, there
were 33,000 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 June 30, 2002, and the results of its
operations and changes in its financial position from August 19, 1999,
through June 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>
                                                       June        December
                                                     30, 2002      31, 2001
                                                    -----------   -----------
                                                    (Unaudited)
<S>                                                 <C>           <C>
                                  Assets
Current Assets

  Cash                                              $      -      $      658
  Interest Receivable                                      491           281
  Note Receivable - Related Party                        3,500         3,500
                                                     ---------     ---------
     Total Assets                                   $    3,991    $    4,439
                                                     =========     =========

                   Liabilities and Stockholders' Equity

Current Liabilities

  Accounts Payable                                  $    4,805    $      250
  Interest Payable                                       2,911         2,121
  Notes Payable - Related Party                         17,198        17,198
                                                     ---------     ---------
     Total Current Liabilities                          24,914        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         (53,923)      (48,130)
                                                     ---------     ---------
     Total Stockholders' Equity                        (20,923)      (15,130)
                                                     ---------     ---------
     Total Liabilities and Stockholders' Equity     $    3,991    $    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 Six Months Ended    (Inception)
                              June         June           June         June         to June
                            30, 2002     30, 2001       30, 2002     30, 2001       30, 2002
                           ----------   ----------     ----------   ----------     ----------
<S>                        <C>          <C>            <C>          <C>            <C>
Revenues                   $      -     $      -       $      -     $      -       $      -
                            ---------    ---------      ---------    ---------      ---------
Expenses

  General &
   Administrative               2,951        1,384          5,213        4,053         51,618
                            ---------    ---------      ---------    ---------      ---------
     Total Expenses             2,951        1,384         (5,213)       4,053        (51,618)
                            ---------    ---------      ---------     ---------      ---------
     Income (Loss)
     from Operations           (2,951)      (1,384)        (5,213)      (4,053)       (51,618)

Other Income (Expenses)

  Interest Income                 105           68            210           68            491
  Interest Expense               (380)        (322)          (790)        (503)        (2,796)
                            ---------    ---------      ---------    ---------      ---------
     Total Other
     Income (Expenses)           (275)        (254)          (580)        (440)        (2,305)
                            ---------    ---------      ---------    ---------      ---------
     Income (Loss)
     Before Taxes              (3,226)      (1,638)        (5,793)      (4,488)       (53,923)

     Taxes                        -            -              -            -              -
                            ---------    ---------      ---------    ---------      ---------
     Net Income (Loss)     $   (3,226)  $   (1,638)    $   (5,793)  $   (4,488)    $  (53,923)
                            =========    =========      =========    =========      =========

     Loss Per
     Common Share          $    (0.10)  $    (0.05)    $    (0.18)  $    (0.14)

     Weighted Average
     Shares Outstanding        33,000       33,000         33,000       33,000
</TABLE>
                      See accompanying notes to the 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 Six Months Ended    (Inception)
                                               June          June        to June
                                             30, 2002      30, 2001      30, 2002
                                            -----------   -----------   -----------
<S>                                         <C>           <C>           <C>
Cash Flows from Operating Activities

  Net Income (Loss)                         $   (5,793)   $   (4,488)   $  (53,923)
  Adjustments to Reconcile Net Loss
  to Net Cash;
    Stock Issued for Services                      -             -           7,617
    (Increase) in Interest Receivable             (210)       (3,568)         (491)
    Increase in Accounts Payable/Interest        5,345          (566)        7,716
                                             ---------     ---------     ---------
       Net Cash Provided (Used) by
       Operating Activities                      (658)        (8,622)      (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)        2,563           -

       Cash, Beginning of Period                   658           -             -
                                             ---------     ---------     ---------
       Cash, End of Period                  $      -      $    2,563    $      -
                                             =========     =========     =========

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

                                          5

<PAGE>

                   Mezzanine Investment Corporation
                    (A Development Stage Company)
                  Notes to The  Financial Statements
                            June 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 June
     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
                            June 30, 2002

NOTE 3 - INCOME TAXES -continued-

     The Company has cumulative net operating loss carryforwards over
     $53,000 at June 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 June 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 $1,271 and $215 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
     June 30, 2002, the total accrued interest amounts to $179.

     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 $1,246.

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 $491.

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.

                                   8

<PAGE>

                               PART II

              ITEM 6.  EXHIBITS 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, 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: August 13, 2002         By: /S/ Eric Chess Bronk
                              Eric Chess Bronk, President and
                              Principal Financial and Accounting
                              Officer

                                   9