Certifications

     I, Stephen B. Murphy, certify that:

1.   I have reviewed this Form 10-QSB for the quarter ended September 30,
     2005, of Mezzanine Investment Corporation;

2.   Based on my knowledge, this 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 report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows
     of the small business issuer as of, and for, the periods presented in
     this report;

4.   The small business issuer's other certifying officer(s) and I are
     responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
     for the small business issuer and have:

     a.   Designed such disclosure controls and procedures, or caused such
          disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          small business issuer, including its consolidated subsidiaries,
          is made known to us by others within those entities, particularly
          during the period in which this report is being prepared;

     b.   Evaluated the effectiveness of the small business issuer's
          disclosure controls and procedures and presented in this report
          our conclusions about the effectiveness of the disclosure
          controls and procedures, as of the end of the period covered by
          this report based on such evaluation; and

     c.   Disclosed in this report any change in the small business
          issuer's internal control over financial reporting that occurred
          during the small business issuer's most recent fiscal quarter
          (the small business issuer's fourth fiscal quarter in the case of
          an annual report) that has materially affected, or is reasonably
          likely to materially affect, the small business issuer's internal
          control over financial reporting;

5.   The small business issuer's other certifying officer(s) and I have
     disclosed, based on our most recent evaluation of internal control
     over financial reporting, to the small business issuer's auditors and
     the audit committee of the small business issuer's board of directors
     (or persons performing the equivalent functions):

     a.   All significant deficiencies and material weaknesses in the
          design or operation of internal control over financial reporting
          which are reasonably likely to adversely affect the small
          business issuer's ability to record, process, summarize and
          report financial information; and

     b.   Any fraud, whether or not material, that involves management or
          other employees who have a significant role in the small business
          issuer's internal control over financial reporting.

Date:  November 14, 2005


/s/ Stephen B. Murphey
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Stephen B. Murphy, CFO