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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 September 30, 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
November 2, 2001, there were 33,000 shares of the Registrant's
Common Stock outstanding.
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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 September 30, 2001, and the
results of its operations and changes in its financial position
from August 19, 1999, through September 30, 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.  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, 2000.
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<TABLE>
                      Mezzanine Investment Corporation
                       (a Development Stage Company)
                              Balance Sheets
<CAPTION>
                                                    September      December
                                                    30, 2001       31, 2000
                                                   (Unaudited)
<S>                                                 <C>            <C>
                                   Assets
Current Assets
  Cash                                              $   1,308      $    -
  Interest receivable                                     173           -
  Accounts receivable                                   3,500           -
                                                     --------       --------
    Total Assets                                    $   4,981      $    -
                                                     ========       ========

                    Liabilities and Stockholders' Equity

Current Liabilities
  Accounts payable                                  $    -         $   1,069
  Interest payable                                      1,564            576
  Notes payable - related party                        17,183          5,998
                                                     --------       --------
     Total Current Liabilities                         18,747          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                       (46,766)       (40,643)
                                                     ---------      ---------
     Total Stockholders' Equity                       (13,766)        (7,643)

     Total Liabilities and Stockholders' Equity     $   4,981     $     -
                                                     =========     ==========

               See accompanying notes to financial statements.
</TABLE>
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<TABLE>
                                    Mezzanine Investment Corporation
                                     (a Development Stage Company)
                                        Statements of Operations
                                              (Unaudited)
<CAPTION>
                                                                                              From
                                                                                            Inception
                              For the Three  For the Three  For the Nine   For the Nine     August 19,
                              Months Ended   Months Ended   Months Ended   Months Ended    1999 through
                              September 30,  September 30,  September 30,  September 30,   September 30,
                                  2001           2000           2001           2000            2001
<S>                           <C>            <C>            <C>            <C>             <C>
Revenues                     $     105       $    -         $     173      $    -          $     173
                              ---------       ---------      ---------      ---------       ---------
Expenses

  General & Administrative       1,255           1,298          5,308          6,805          45,490
  Interest Expense                 486             115            989            349           1,449
                              ---------       ---------      ---------      ---------       ---------
     Total Expenses              1,741           1,413          6,297          7,154          46,939
                              ---------       ---------      ---------      ---------       ---------
Net Loss Before Tax             (1,636)         (1,413)        (6,124)        (7,154)        (46,766)

  Taxes                           -               -              -              -               -
                              ---------       ---------      ---------      ---------       ---------
Net (Loss)                   $  (1,636)      $  (1,413)     $  (6,124)     $  (7,154)      $ (46,766)
                              =========       =========      =========      =========       =========
Net Loss Per Share           $   (0.05)      $   (0.04)     $   (0.19)     $   (0.22)

Weighted average
 shares outstanding             33,000          33,000         33,000         33,000

                            See accompanying note to financial statements.
</TABLE>
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<TABLE>
                                  Mezzanine Investment Corporation
                                   (A Development Stage Company)
                                      Statements of Cash Flows
                                            (Unaudited)
<CAPTION>
                                                                                          From
                                                                                        Inception
                                                   For the Nine      For the Nine       August 19,
                                                   Months Ended      Months Ended      1999 through
                                                   September 30,     September 30,     September 30,
                                                       2001              2000              2001
<S>                                                <C>               <C>               <C>
Cash Flows from Operating Activities
  Net loss                                         $  (6,124)        $  (7,154)        $ (46,766)
  Items not requiring cash flow
   Stock issued for services                            -                 -                7,617
   (Increase) in accounts receivable                  (3,673)             -               (3,673)
   Increase in accounts payable/interest payable         (80)               55             1,564
                                                    ---------         ---------         ---------
     Net Cash Provided by Operating Activities        (9,877)           (7,099)          (41,258)
                                                    ---------         ---------         ---------
Cash Flows from Investing Activities                    -                 -                   -
                                                    ---------         ---------         ---------
Cash Flows from Financing Activities
  Cash from notes payable                             11,185              -               17,183
  Cash from stock sales                                 -                 -               25,383
                                                    ---------         ---------         ---------
     Net Cash Provided by Financing Activities        11,185              -               42,566
                                                    ---------         ---------         ---------
Increase in Cash                                       1,308            (7,099)            1,308

Cash, beginning of period                               -                7,099              -
                                                    ---------         ---------         ---------
Cash, end of period                                $   1,308         $    -            $   1,308
                                                    =========         =========         =========

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

                                See accompanying note to financial statements.
</TABLE>
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                Mezzanine Investment Corporation
                  a Development Stage Company)
               Notes to The  Financial Statements
                       September 30, 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
                       September 30, 2001

NOTE 4 - INCOME TAXES - Continued-

The Company has cumulative net operating loss carryforwards over
$40,000 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 $4,617 was
taken out from a corporation at a rate of 10% interest, due September 29,
2002.  The loan is unsecured.  The corporation giving the loan is also a
shareholder of the Company.  As of September 30, 2001, accrued interest
on this loan amounts to $921.

A promissory note was issued in the amount of $1,381 for expenses paid in
behalf of the Company.  This note is unsecured and carries an interest
rate of 10% per annum.  The note is due and payable on December 12, 2001.
The president of the corporation holding the note is a shareholder of the
Company.  As of September 30, 2001, accrued interest on this note amounts
to $105.

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 payable is unsecured and is bearing interest at the
rate of 10% per annum.  The note is payable on demand.  As of
September 30, 2001, accrued interest amounts to $90.

During the second quarter of 2001, the Company received a loan of
$9,985 from a corporation who is a shareholder of the Company.  The
payable is unsecured and is bearing interest at the rate of 12% per
annum.  The note is payable on demand.  As of September 30, 2001,
accrued interest amounts to $514.

NOTE 6 - NOTE RECEIVABLE - RELATED PARTY

During the second quarter of 2001, the Company loaned $3,500 to a
Corporation whose President is a shareholder in the Company.  The
receivable is unsecured and is bearing an interest rate of 12% per
annum.  The note receivable is due on demand.  As of September 30,
2001, accrued interest amounts to $173.
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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 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.  Mezzanine Associates, LLC and Whitelight
Technologies, Inc., entities of which Mr. Bronk is also an
executive officer and director, have both loaned $1,200 to the
Company for operating expenses.

     The Company has loaned $3,500 to Saiph Corporation, an entity
of which Mr. Bronk is an executive officer and director.

     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

                              /s/ Eric Chess Bronk
Date: November 9, 2001        By: Eric Chess Bronk, President and
                              Principal Financial and Accounting Officer
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