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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, 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 May 7, 2001,
there were 33,000 shares of the Registrant's Common Stock outstanding.



<PAGE>
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                                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, 2001, and the
results of its operations and changes in its financial position from
March 1, 2000, through March 31, 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.


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                   Mezzanine Investment Corporation
                     (A Development Stage Company)
                            Balance Sheets
<TABLE>

                                                             March    December
                                                           31, 2001   31, 2000
                                                          ---------- ----------
                                                          Unaudited
<S>                                                      <C>        <C>
                                Assets
Current Assets
--------------
  Cash                                                    $     131  $    -
                                                          ---------- ----------

    Total Assets                                          $     131  $    -
                                                          ========== ==========

                 Liabilities and Stockholders' Equity

Current Liabilities
-------------------
   Accounts payable                                       $   2,669  $   1,069
   Interest payable                                             756        576
   Notes payable - related party                              7,198      5,998
                                                          ---------- ----------
    Total Current Liabilities                                10,623      7,643

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                             (43,492)   (40,643)
                                                          ---------- ----------
    Total Stockholders' Equity                              (10,492)    (7,643)
                                                          ---------- ----------
    Total Liabilities and Stockholders' Equity            $     131  $    -
                                                          ========== ==========
</TABLE>

                        See Accompanying Notes

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                   Mezzanine Investment Corporation
                     (a Development Stage Company)
                        Statements of Operations
                               Unaudited
<TABLE>
<CAPTION>
                                                                       From
                                                                     Inception
                                                   For the Three    August 19,
                                                   Months Ended    1999 through
                                               March 31,  March 31,   March 31,
                                                  2001       2000       2001
                                               ---------- ---------- ----------
<S>                                           <C>        <C>        <C>
Revenues                                       $    -     $    -     $    -
--------                                       ---------- ---------- ----------
Expenses
--------

  General & Administrative                         2,669      4,263     42,851
  Interest Expense                                   180       -           641
                                               ---------- ---------- ----------
    Total Expenses                                 2,849      4,263     43,492
                                               ---------- ---------- ----------
    Net Loss Before Tax                           (2,849)    (4,263)   (43,492)

    Taxes                                           -          -          -
                                               ---------- ---------- ----------
    Net (Loss)                                 $  (2,849) $  (4,263) $ (43,492)
                                               ========== ========== ==========
    Net Loss Per Share                         $   (0.09) $   (0.13)

    Weighted average
    shares outstanding                            33,000     33,000

</TABLE>

                        See Accompanying Notes

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                   Mezzanine Investment Corporation
                     (a Development Stage Company)
                        Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                      From
                                                                    Inception
                                                    For the Three   August 19,
                                                    Months Ended   1999 through
                                               March 31,  March 31,   March 31,
                                                  2001       2000       2001
                                               ---------- ---------- ----------
<S>                                           <C>        <C>        <C>
Cash Flows from Operating Activities
------------------------------------

  Net loss                                     $  (2,849) $  (4,263) $ (43,492)
  Items not requiring cash flow
   Stock issued for services                        -          -         7,617
   Increase in accounts payable                    1,780      2,446      6,006
                                               ---------- ---------- ----------
    Net Cash Provided by
    Operating Activities                          (1,069)    (1,817)   (29,869)

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

  Cash from notes payable                          1,200       -         4,617
  Cash from stock sales                             -          -        25,383
                                               ---------- ---------- ----------
    Net Cash Provided by
    Financing Activities                           1,200       -        30,000
                                               ---------- ---------- ----------
    Increase in Cash                                 131     (1,817)       131

    Cash, beginning of period                       -         7,099       -
                                               ---------- ---------- ----------
    Cash, end of period                        $     131  $   5,282  $     131
                                               ========== ========== ==========

Supplemental Cash Flow Information
----------------------------------
  Interest                                     $    -     $    -     $       3
  Taxes                                             -          -          -

</TABLE>

                        See Accompanying Notes

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


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                   Mezzanine Investment Corporation
                     (a Development Stage Company)
                  Notes to The  Financial Statements
                            March 31, 2001

NOTE 4 - INCOME TAXES - (Continued)
-----------------------------------
The Company has cumulative net operating loss carryforwards over
$32,000 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 March 31, 2001, accrued
interest amounts to $30.

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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.


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                              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 15, 2001           By  /s/ Eric Chess Bronk, President and
                             Principal Financial and Accounting
                             Officer