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, 2004

     [ ]  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 9,
2004, there were 120,000 shares of the Registrant's Common Stock
outstanding.

<PAGE>

                                  PART I
                           FINANCIAL INFORMATION

                       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, 2004, and the results
of its operations and changes in its financial position from August
19, 1999, through June 30, 2004, 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, 2003.


                                     2
<PAGE>
                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                               Balance Sheet

                                                     June        December
                                                   30, 2004      31, 2003
                                                  ----------    ----------
                                                  (Unaudited)
                                 Assets
Current Assets

  Interest Receivable                             $    1,227    $    1,051
  Note Receivable - Related Party                      3,500         3,500
                                                   ---------     ---------
     Total Assets                                 $    4,727    $    4,551
                                                   =========     =========


                   Liabilities and Stockholders' Equity

Current Liabilities

  Accounts Payable                                $   14,001    $   10,636
  Interest Payable                                     7,268         5,950
  Notes Payable - Related Party                       24,651        23,802
                                                   ---------     ---------
     Total Current Liabilities                        45,920        40,388

Stockholders' Equity

  Common Stock, 100,000,000 Shares
   Authorized at $.001 Par Value; 120,000
   Shares Issued and Outstanding                         120           120
  Additional Paid in Capital                          33,750        33,750
  Deficit Accumulated in the Development Stage       (75,063)      (69,707)
                                                   ---------     ---------
     Total Stockholders' Equity                      (41,193)      (35,837)
                                                   ---------     ---------
     Total Liabilities and Stockholders' Equity   $    4,727    $    4,551
                                                   =========     =========


              See accompanying notes to financial statements.
                                     3
<PAGE>

                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                          Statements 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, 2004    30, 2003       30, 2004    30, 2003       30, 2004
                            ----------  ----------     ----------  ----------     ----------
<S>                         <C>         <C>            <C>         <C>            <C>
Revenues                    $     -     $     -        $     -     $     -        $     -

Expenses

  General & Administrative       1,075       4,305          4,214       4,305         69,137
                             ---------   ---------      ---------   ---------      ---------
     Total Expenses              1,075       4,305          4,214       4,305         69,137
                             ---------   ---------      ---------   ---------      ---------
     Income (Loss)
     from Operations            (1,075)     (4,305)        (4,214)     (4,305)       (69,137)

Other Income (Expenses)

  Interest Income                   88          88            176         193          1,227
  Interest Expense                (673)       (380)        (1,318)       (760)        (7,153)
                             ---------   ---------      ---------   ---------      ---------
     Total Other
     Income (Expenses)            (585)       (292)        (1,142)       (567)        (5,926)
                             ---------   ---------      ---------   ---------      ---------
     Income (Loss)
     Before Taxes               (1,660)     (4,597)        (5,356)     (4,872)       (75,063)

     Taxes                        -         (1,646)          -         (1,646)          -
                             ---------   ---------      ---------   ---------      ---------
     Net Income (Loss)      $   (1,660) $   (6,243)    $   (5,356) $   (6,518)    $  (75,063)
                             =========   =========      =========   =========      =========


     Loss Per
     Common Share           $     (.01) $     (.05)    $     (.04) $     (.05)    $     (.63)

     Weighted Average
     Shares Outstanding        120,000     120,000        120,000     120,000        120,000
</TABLE>

              See accompanying notes to financial statements.
                                     4
<PAGE>

                   Mezzanine Investment Corporation
                    (A Development Stage Company)
                       Statements of Cash Flows
                             (Unaudited)
<TABLE>
<CAPTION>
                                                                      For the Period
                                                                      August 19, 1999
                                            For the Six Months Ended    (Inception)
                                               June          June        to June
                                             30, 2004      30, 2003      30, 2004
                                            ----------    ----------    ----------
<S>                                         <C>           <C>           <C>
Cash Flows from Operating Activities
  Net Income (Loss)                         $   (5,356)   $   (6,518)   $  (75,063)
  Adjustments to Reconcile Net Income
  (Loss) to Net Cash Provided by
  Operating Activities:
    Stock Issued for Services                     -             -            7,617
    (Increase) in Interest Receivable             (176)         (192)       (1,227)
    Increase in Accounts Payable/Interest        4,683         5,840        21,269
                                             ---------     ---------     ---------
      Net Cash Provided (Used) by
      Operating Activities                        (849)         (870)      (47,404)

Cash Flows from Investing Activities
  Loans to Related Party                          -             -           (3,500)
                                             ---------     ---------     ---------
      Net Cash Provided (Used) by
      Investing Activities                        -             -           (3,500)

Cash Flows from Financing Activities
  Cash from Notes Payable                          849          -           24,651
  Cash from Stock Sales                           -             -           26,253
                                             ---------     ---------     ---------
      Net Cash Provided (Used) by
      Financing Activities                         849          -           50,904
                                             ---------     ---------     ---------
      Increase (Decrease) in Cash                 -             (870)         -

      Cash, Beginning of Period                   -              870          -
                                             ---------     ---------     ---------
      Cash, End of Period                   $     -       $     -       $     -
                                             =========     =========     =========


Supplemental Cash Flow Information
  Interest                                  $     -       $     -       $     -
  Taxes                                           -            1,646          -
</TABLE>
           See accompanying notes to financial statements.
                                  5
<PAGE>


                   Mezzanine Investment Corporation
                    (A Development Stage Company)
                    Notes to Financial Statements
                            June 30, 2004

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,
2004 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 Financial Statements
                            June 30, 2004

NOTE 3 - INCOME TAXES (continued)

The Company has cumulative net operating loss carryforwards of
$75,063 at June 30, 2004.  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, 2004 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

The Company has issued several promissory notes; three to a company that
is a shareholder of the company and six to a company whose President is a
shareholder of the Company.  The notes are unsecured, bear an interest
rate of either 10% or 12% per annum and are due and payable on demand.
At June 30, 2004, the accrued interest associated with the various
notes was $7,268.
<TABLE>
<S>                                                      <C>           <C>
                                                           June 30,    December 31,
The Company has the following note payable obligations:      2004          2003
                                                         ------------  ------------
Related party notes payable due on demand
  accruing interest at a rate of 12% per annum            $   10,000    $   10,000

Related party notes payable due on demand
  accruing interest at a rate of 10% per annum                14,651        13,802
                                                           ---------     ---------
          Totals                                          $   24,651    $   23,802
          Less Current Maturities                            (24,651)      (23,802)
                                                           ---------     ---------
          Total Long-Term Notes Payable                   $     -       $     -
                                                           =========     =========
</TABLE>
Following are maturities of long-term debt for each of the next five
years:

                                                 Year       Amount
                                               --------    --------
                                                 2004      $ 24,651
                                                 2005          -
                                                 2006          -
                                                 2007          -
                                              Thereafter       -
                                                            -------
                                                 Total     $ 24,651
                                                            =======

                                  7
<PAGE>
                   Mezzanine Investment Corporation
                    (A Development Stage Company)
                    Notes to Financial Statements
                            June 30, 2004

NOTE 5 - NOTES RECEIVABLE RELATED PARTY

During the 2002 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 10% per annum.  The
note receivable is due on demand.  The total accrued interest
receivable at June 30, 2004 amounts to $1,227.

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.




                                  8
<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.  Since inception the Company has borrowed funds from
corporations related to the Company for operating expenses.

     Management estimates that the cash requirements for the year
ending December 31, 2004, will be approximately $9,000, if no change
in operations occurs during the year.  Management anticipates that
these funds will be loaned to the Company on the same or similar terms
as those of previous loans to the Company.  There is no agreement with
any of the companies and no assurance that all or a portion of these
funds will be loaned to the Company.  If the Company is unable to
borrow such funds, management will seek other sources of funding which
are currently unknown to management.  There is no assurance that such
funding would be available or that if it is made available, it could
be obtained on terms favorable to the Company.

     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 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

                                     9
<PAGE>

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.

Off-Balance Sheet Arrangements

     Management does not believe the Company has any off-balance sheet
arrangements that have, or are reasonable likely to have, a current or
future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity,
capital expenditures, or capital resources which would be material to
investors.

                     ITEM 3.  CONTROLS AND PROCEDURES

Evaluation of disclosure and controls and procedure

     Eric Chess Bronk, the Company's chief executive officer and
principal financial officer, has evaluated the effectiveness of the
design and operation of the Company's disclosure controls and
procedures (as defined in Rules 13a-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered
by this quarterly report.  Based on that evaluation the he has
concluded that the Company's disclosure controls and procedures are
designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act
is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and are operating in
an effective manner.

Changes in internal controls

     During the last quarter ended June 30, 2004, there were no
changes in the Company's internal control over financial reporting
that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.

     It should be noted that any system of controls, however well
designed and operated, can provide only reasonable and not absolute
assurance that the objectives of the system will be met.  In addition,
the design of any control system is based in part upon certain
assumptions about the likelihood of future events.  Because of these
and other inherent limitations of control systems, there is only
reasonable assurance that our controls will succeed in achieving their
stated goals under all potential future conditions.

                                  PART II
                             OTHER INFORMATION

                      ITEM 2.  CHANGES IN SECURITIES

     Since 2003 the Company has periodically borrowed funds to pay
operating costs from

                                    10
<PAGE>

Cygni Capital, LLC, an entity whose President, Eric C. Bronk, is an
officer and the sole director of the Company.  The Company has issued
promissory notes dated as follows:  December 31, 2003, for $500;
March 31, 2004, for $124; and June 30, 2004, for $225.  All of the notes
bear interest at 10% per annum and are due and payable upon demand.
Such securities were issued without registration under the Securities
Act by reason of the exemption from registration afforded by the
provisions of Section 4(2) thereof, as transactions by an issuer not
involving any public offering.  Cygni Capital represented that it was
an accredited investor as defined in Rule 501 of Regulation D at the
time of the issuance of the notes.  No general solicitations were used
in connection with the transactions.  No underwriting discounts or
commissions were paid in connection with such issuances.

                 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits.

          10.7 Promissory Note dated December 31, 2003
          10.8 Promissory Note dated March 31, 2004
          10.9 Promissory Note dated June 30, 2004
          31.1 Rule 13a-14(a) Certification by Principal Executive
               Officer
          31.2 Rule 13a-14(a) Certification by Principal Financial
               Officer
          32   Section 1350 Certification of Principal Executive
               Officer and Principal Financial Officer

     (b)  Reports on Form 8-K:  No reports on Form 8-K were filed
during the second quarter of the fiscal year ending December 31, 2004.

                                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 16, 2004                  By:  /s/ Eric Chess Bronk
                                        Eric Chess Bronk, President and
                                        Treasurer (Principal Executive
                                        Officer and Principal Financial
                                        and Accounting Officer)



                                    11