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, 2005

     [ ]  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 filing
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 13, 2005,
there were 1,914,000 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 March 31, 2005, and the
results of its operations and changes in its financial position from
August 19, 1999, through March 31, 2005, 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, 2004.


                                     2
<PAGE>

                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                               Balance Sheets

                                                     March        December
                                                   31, 2005       31, 2004
                                                  -----------    -----------
                                                   (Unaudited)
                                 Assets
Current Assets


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

                   Liabilities and Stockholders' Equity

Current Liabilities

  Accounts Payable                                $    20,703    $    16,661
  Interest Payable                                      3,796          3,080
  Notes Payable - Related Party                        28,660         28,660
                                                   ----------     ----------
     Total Current Liabilities                         53,159         48,401

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        (87,029)       (82,271)
                                                   ----------     ----------
     Total Stockholders' Equity                       (53,159)       (48,401)
                                                   ----------     ----------
     Total Liabilities and Stockholders' Equity   $      -       $      -
                                                   ==========     ==========

  The accompanying notes are an integral part of these financial statements.
                                     3
<PAGE>

                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                          Statements of Operations
                                (Unaudited)

                                                                For the Period
                                                                August 19, 1999
                                    For the Three Months Ended    (Inception)
                                      March          March         to March
                                     31, 2005       31, 2004       31, 2005
                                    -----------    -----------    -----------

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

  General & Administrative                4,042          3,139         79,848
                                     ----------     ----------     ----------
     Total Expenses                       4,042          3,139         79,848
                                     ----------     ----------     ----------
     Income (Loss) from Operations       (4,042)        (3,139)       (79,848)

Other Income (Expenses)

  Interest Expense                         (716)          (645)        (8,991)
  Interest Income                          -                88          1,401
  Forgiveness of Interest Expense          -              -               409
                                     ----------     ----------     ----------
     Total Other Income (Expenses)         (716)          (557)        (7,181)
                                     ----------     ----------     ----------
     Income (Loss) Before Taxes          (4,758)        (3,696)       (87,029)

     Taxes                                 -              -              -
                                     ----------     ----------     ----------
     Net (Loss)                     $    (4,758)   $    (3,696)   $   (87,029)
                                     ==========     ==========     ==========

     Loss Per Common Share          $     (0.04)   $     (0.03)

     Weighted Average
     Shares Outstanding                 120,000        120,000


  The accompanying notes are an integral part of these 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 Three Months Ended    (Inception)
                                             March         March         to March
                                            31, 2005      31, 2004       31, 2005
                                           ----------    ----------     ----------
<S>                                        <C>           <C>           <C>
Cash Flows from Operating Activities

  Net Income (Loss)                        $   (4,758)   $   (3,596)   $  (87,029)
  Adjustments to Reconcile Net Income
   (Loss) to Net Cash Provided by
   Operating Activities:
    Stock Issued for Services                    -             -             7,617
    (Increase) in Interest Receivable            -              (88)          -
    Increase in Accounts Payable/Interest       4,758         3,684         24,498
                                            ---------     ---------      ---------
      Net Cash Provided (Used) by
      Operating Activities                       -             -           (54,914)

Cash Flows from Investing Activities

  Loans to Related Party                         -             -             -
                                            ---------     ---------     ---------
      Net Cash Provided (Used) by
      Investing Activities                       -             -             -

Cash Flows from Financing Activities

  Cash from Notes Payable -Related               -             -           28,660
  Cash from Stock Sales                          -             -           26,254
                                            ---------     ---------     ---------
      Net Cash Provided (Used) by
      Financing Activities                       -             -           54,914
                                            ---------     ---------     ---------
      Increase (Decrease) in Cash                -             -             -

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

Supplemental Cash Flow Information
  Interest                                 $     -       $     -       $     -
  Taxes                                          -             -             -
</TABLE>
  The accompanying notes are an integral part of these financial statements.
                                     5
<PAGE>

                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                    Notes to the  Financial Statements
                              March 31, 2005

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 March 31, 2005 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
                              March 31, 2005

NOTE 3 - INCOME TAXES (continued)

The Company has cumulative net operating loss carryforwards over
$87,000 at March 31, 2005.  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 March 31, 2005 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 to various corporations
whose officers and/or directors are shareholders of the Company.  The
notes are unsecured, bear an interest rate between 10% per annum and are
due and payable on demand.  At March 31, 2005, the accrued interest
associated with the various notes was $3,796.

                                                        March 31,  December 31,
The Company has the following note payable obligations:   2005         2004
                                                        ---------  ------------
Related party notes payable due on demand
  accruing interest at a rate of 10% per annum          $  28,660   $  28,660
                                                         --------    --------
               Totals                                   $  28,660   $  28,660
               Less Current Maturities                    (28,660)    (28,660)
                                                         --------    --------
               Total Long-Term Notes Payable            $    -      $    -
                                                         ========    ========

Following are maturities of long-term debt for each of the next five
years:

                                 Year       Amount
                              ----------   --------
                                 2005      $ 28,660
                                 2006          -
                                 2007          -
                                 2008          -
                              Thereafter       -
                                            -------
                                Total      $ 28,660
                                            =======

                                     7
<PAGE>

                     Mezzanine Investment Corporation
                       (A Development Stage Company)
                    Notes to the  Financial Statements
                              March 31, 2005

NOTE 5 - NOTES RECEIVABLE RELATED PARTY

During the 2002 year, the Company loaned $3,500 to a corporation whose
President, at that time, is the President and a shareholder of the Company.
During 2003, the loan was transferred from one Company to another with the
same relationship.  The principal amount of the note and the respective
terms remain the same.  At December 31, 2004 the Company applied the
note receivable balance of $3,500 and accrued interest of $1,401 to
the interest portion of a corresponding note payable.  The result of
this transaction decreased interest payable by $3,901.  As of December 31,
2004 the note receivable and related interest receivable is $0.

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, 2005, 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 March 31, 2005, 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

ITEM 5.  OTHER INFORMATION

     On May 13, 2005, the Company issued 1,608,000 shares of common
stock at $.01 per share for services rendered to the following
individuals:

                                     10
<PAGE>

                                        Number
     Name                               of Shares

     Baldwin Investments Ltd.           175,000
     Eric Chess Bronk                   100,000
     Fleming Securities Ltd.            175,000
     Rigel Funds Management             300,000
     Starling Securities Ltd.           175,000
     Ronald N. Vance                     50,000
     Lynn Carlson                        24,000
     Jardine, McManus, Murphy           175,000
     Don Regan                            5,000
     Graham Espley-Jones                 14,500
     Michael Christianson                14,500
     MCB Trust                           50,000
     Michael Powell                     100,000
     Julia Sevier                        25,000
     JEMM Venture Holdings              175,000
     Alan Knitowski                      50,000

     These shares were issued without registration under the
Securities Act by reason of the exemption from registration afforded
by the provisions of Section 4(2) thereof, and Rule 504 promulgated
thereunder, as a transaction by an issuer not involving any public
offering.  Each investor delivered appropriate investment
representations with respect to this transaction and consented to the
imposition of restrictive legends upon the certificates evidencing
such shares.  Each investor represented that he or she had not entered
into the transaction with the Company as a result of or subsequent to
any advertisement, article, notice, or other communication published
in any newspaper, magazine, or similar media or broadcast on
television or radio, or presented at any seminar or meeting.  Each
investor further represented that he or she had been afforded the
opportunity to ask questions of the Company's management and to
receive answers concerning the terms and conditions of the
transaction.  No underwriting discounts or commissions were paid in
connection with such issuance.

     Also on May 13, 2005, the Company issued 186,000 shares of common
stock at $.20 per share for conversion of outstanding debt to the
following individuals:

                                      Number
     Name                             of Shares     Amount

     Cygni Capital, LLC               60,000        $ 12,370.54
     Rigel Funds Management, Ltd.     90,000        $ 18,859.30
     Ronald N. Vance                  36,000        $  7,359.62

                                     11
<PAGE>

     These shares were issued without registration under the
Securities Act by reason of the exemption from registration afforded
by the provisions of Section 4(2) thereof, and Rule 504 promulgated
thereunder, as a transaction by an issuer not involving any public
offering.  Each investor delivered appropriate investment
representations with respect to this transaction and consented to the
imposition of restrictive legends upon the certificates evidencing
such shares.  Each investor represented that he or she had not entered
into the transaction with the Company as a result of or subsequent to
any advertisement, article, notice, or other communication published
in any newspaper, magazine, or similar media or broadcast on
television or radio, or presented at any seminar or meeting.  Each
investor further represented that he or she had been afforded the
opportunity to ask questions of the Company's management and to
receive answers concerning the terms and conditions of the
transaction.  No underwriting discounts or commissions were paid in
connection with such issuance.

                             ITEM 6.  EXHIBITS

(a)  Exhibits.

     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

                                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 16, 2005                By: /s/ Eric C. Bronk
                                       Eric Chess Bronk, President and
                                       Treasurer (Principal Executive
                                       Officer and Principal Financial and
                                       Accounting Officer)



                                    12