Table of Contents






UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C.
20549

| |           | 
| | --------- | 
| | FORM 10-Q | 



|x                                            | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
|-------------------------------------------- | ----------------------------------------------------------------------------------------
|                                             |                                                                                         
|For the Quarterly Period Ended June 30, 2015
|                                            
|OR                                          
|o                                            | 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 333-174873           



|Triton Pacific Investment Corporation, Inc.                           
|----------------------------------------------------------------------
|(Exact name of registrant as specified in its charter)                
|                                                                      
|Maryland                                                              
|(State or other jurisdiction of
        incorporation or organization)



|10877
                    Wilshire Blvd., 12th Floor
        Los
        Angeles, CA 90024
|------------------------------------------------------------------------------------------
|(Address of principal executive offices)                                                  
|                                                                                          
|(310) 943-4990                                                                            
|(Registrant’s telephone number, including area code)                                      
|                                                                                          
|(Former name, former address and former fiscal year, if changed since last report)        



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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. YesxNoo



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). YesxNoo



Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.

|                        |  |                                                |  |                           |  |  
|----------------------- |  | ---------------------------------------------- |  | ------------------------- |  | -
|Large accelerated filer |  | o                                              |  | Accelerated filer         |  | o
|                        |  |                                                | 
|Non-accelerated filer   |  | x(Do not check if a smaller reporting company) |  | Smaller reporting company |  | o



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox



As of August 14, 2015, the
Registrant had 348,304.3 shares of common stock, $0.001 par value, outstanding.
















TABLE
OF CONTENTS

|                             |                                                                                               |    |   
|---------------------------- | --------------------------------------------------------------------------------------------- | -- | --
|Part I—Financial Information |                                                                                               | 3 
|                             |                                                                                               |   
|                             | Item 1: Financial Statements                                                                  |    | 3 
|                             |                                                                                               |    |   
|                             | Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations |    | 22
|                             |                                                                                               |    |   
|                             | Item 3: Quantitative and Qualitative Disclosures About Market Risk                            |    | 38
|                             |                                                                                               |    |   
|                             | Item 4: Controls and Procedures                                                               |    | 39
|                             |                                                                                               |    |   
|Part II—Other Information    |                                                                                               | 39
|                             |                                                                                               |   
|                             | Item 1: Legal Proceedings                                                                     |    | 39
|                             |                                                                                               |    |   
|                             | Item 1A: Risk Factors                                                                         |    | 39
|                             |                                                                                               |    |   
|                             | Item 2: Unregistered Sales of Equity Securities and Use of Proceeds                           |    | 39
|                             |                                                                                               |    |   
|                             | Item 3: Defaults Upon Senior Securities                                                       |    | 40
|                             |                                                                                               |    |   
|                             | Item 4: Mine Safety Disclosures                                                               |    | 40
|                             |                                                                                               |    |   
|                             | Item 5: Other Information                                                                     |    | 40
|                             |                                                                                               |    |   
|                             | Item 6: Exhibits                                                                              |    | 41
|                             |                                                                                               |    |   
|SIGNATURES                   |                                                                                               | 42



2





Table of Contents



Part
I—Financial Information

|Item
        1: Financial Statements
|------------------------------------



Triton
Pacific Investment Corporation, Inc.

StatementS
of Financial Position

|                                                                                                                      |  |             |           | 
|--------------------------------------------------------------------------------------------------------------------- |  | ----------- | --------- | 
|                                                                                                                      |  | June 30     |           | 
|                                                                                                                      |  | 2015        |           | 
|                                                                                                                      |  | (unaudited) |           | 
|ASSETS                                                                                                                |  |             |           | 
|                                                                                                                      |  |             |           | 
|Investments, at fair value (amortized
    cost - $3,080,061 and $1,472,094, respectively)                             |  | $           | 3,099,957 | 
|Cash                                                                                                                  |  |             | 1,206,214 | 
|Receivable for investments sold                                                                                       |  |             | 249,676   | 
|Principal and interest receivable                                                                                     |  |             | 2,187     | 
|Prepaid expenses                                                                                                      |  |             | 6,783     | 
|Reimbursement due from Adviser (see Note 4)                                                                           |  |             | 250,624   | 
|                                                                                                                      |  |             |           | 
|                                                                                                                      |  | $           | 4,815,441 | 
|                                                                                                                      |  |             |           | 
|LIABILITIES AND NET ASSETS                                                                                            |  |             |           | 
|                                                                                                                      |  |             |           | 
|LIABILITIES                                                                                                           |  |             |           | 
|Payable for investments purchased                                                                                     |  | $           | —         | 
|Accounts payable and accrued liabilities                                                                              |  |             | 275,014   | 
|Stockholder distributions payable                                                                                     |  |             | 6,559     | 
|Due to related parties (see Note 4)                                                                                   |  |             | 3,652     | 
|TOTAL LIABILITIES                                                                                                     |  |             | 285,225   | 
|                                                                                                                      |  |             |           | 
|COMMITMENTS AND CONTINGENCIES (see Note 9)                                                                            |  |             |           | 
|                                                                                                                      |  |             |           | 
|TEMPORARY EQUITY                                                                                                      |  |             |           | 
|Contingently redeemable common shares (see Note 9) 41,893.10 and 87,481.04 shares issued and outstanding respectively |  |             | 565,600   | 
|                                                                                                                      |  |             | 565,600   | 
|                                                                                                                      |  |             |           | 
|NET ASSETS                                                                                                            |  |             |           | 
|Common stock, $0.001 par value,                                                                                       |  |             |           | 
|75,000,000 shares authorized,                                                                                         |  |             |           | 
|293,678.38 and 141,993.2 shares issued and outstanding respectively                                                   |  |             | 335       | 
|Capital in excess of par value                                                                                        |  |             | 3,939,304 | 
|Accumulated undistributed net realized gains                                                                          |  |             | 5,080     | 
|Accumulated undistributed net investment income                                                                       |  |             | —         | 
|Accumulated unrealized appreciation on investments                                                                    |  |             | 19,897    | 
|                                                                                                                      |  |             |           | 
|TOTAL NET ASSETS                                                                                                      |  |             | 3,964,616 | 
|                                                                                                                      |  |             |           | 
|TOTAL LIABILITIES AND NET ASSETS                                                                                      |  | $           | 4,815,441 | 
|                                                                                                                      |  |             |           | 
|Net asset value per share of common stock at year end                                                                 |  | $           | 13.50     | 



The accompanying notes are an integral
part of these statements.





3





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Triton
Pacific Investment Corporation, Inc.

Statements
of Operations

(Unaudited)

|                                                                          |  |                                 |          |   |                               |   |         |     
|------------------------------------------------------------------------- |  | ------------------------------- | -------- | - | ----------------------------- | - | ------- | ----
|                                                                          |  | Three months ended
    June 30, |          |   | Six months ended
    June 30, |  
|                                                                          |  | 2015                            |          |   | 2014                          |   |         | 2015
|                                                                          |  |                                 |          |   |                               |   |         |     
|INVESTMENT INCOME                                                         |  |                                 |          |   |                               |   |         |     
|Interest income                                                           |  | $                               | 32,285   |   |                               | $ | 38      |     
|Fee income                                                                |  |                                 | 313      |   |                               |   | —       |     
|                                                                          |  |                                 |          |   |                               |   |         |     
|Total investment income                                                   |  |                                 | 32,598   |   |                               |   | 38      |     
|                                                                          |  |                                 |          |   |                               |   |         |     
|OPERATING EXPENSES                                                        |  |                                 |          |   |                               |   |         |     
|Management fees                                                           |  |                                 | 20,933   |   |                               |   | 13,564  |     
|Capital gains incentive fees (see Notes 2 and 4)                          |  |                                 | (521     | ) |                               |   | —       |     
|Board fees                                                                |  |                                 | —        |   |                               |   | 23,250  |     
|Administrator expense                                                     |  |                                 | 62,805   |   |                               |   | 29,144  |     
|Professional fees                                                         |  |                                 | 62,412   |   |                               |   | 14,525  |     
|Insurance expense                                                         |  |                                 | 16,766   |   |                               |   | —       |     
|Other operating expenses                                                  |  |                                 | 4,154    |   |                               |   | 5,558   |     
|                                                                          |  |                                 |          |   |                               |   |         |     
|Total operating expenses                                                  |  |                                 | 166,549  |   |                               |   | 86,041  |     
|                                                                          |  |                                 |          |   |                               |   |         |     
|Expense reimbursement from Adviser                                        |  |                                 | (166,549 | ) |                               |   | (86,003 | )   
|                                                                          |  |                                 |          |   |                               |   |         |     
|Net expenses                                                              |  |                                 | —        |   |                               |   | 38      |     
|                                                                          |  |                                 |          |   |                               |   |         |     
|Net investment income                                                     |  |                                 | 32,598   |   |                               |   | —       |     
|                                                                          |  |                                 |          |   |                               |   |         |     
|REALIZED AND UNREALIZED GAIN/(LOSS)                                       |  |                                 |          |   |                               |   |         |     
|Net realized gain on investments                                          |  |                                 | 3,779    |   |                               |   | —       |     
|Net increase in unrealized appreciation (depreciation) on investments     |  |                                 | (6,384   | ) |                               |   | —       |     
|                                                                          |  |                                 |          |   |                               |   |         |     
|Total net realized and unrealized gain (loss) on
    investments          |  |                                 | (2,605   | ) |                               |   | —       |     
|                                                                          |  |                                 |          |   |                               |   |         |     
|NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS                     |  | $                               | 29,993   |   |                               | $ | —       |     
|                                                                          |  |                                 |          |   |                               |   |         |     
|PER SHARE INFORMATION - Basic and Diluted                                 |  |                                 |          |   |                               |   |         |     
|Net increase (decrease) in net assets resulting from operations per share |  | $                               | 0.10     |   |                               | $ | —       |     
|                                                                          |  |                                 |          |   |                               |   |         |     
|Weighted average common shares outstanding - basic and diluted            |  |                                 | 289,359  |   |                               |   | 23,511  |     



The accompanying notes are an integral
part of these statements.



4





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Triton
Pacific Investment Corporation, Inc.

StatementS
of CHANGES IN NET ASSETS

SIX
MONTHS ended JUNE 30, 2015 and 2014

(Unaudited)

|                                                                     |  |   |           |  
|-------------------------------------------------------------------- |  | - | --------- | -
|                                                                     |  |   | 2015      |  
|Operations                                                           |  |   |           |  
|Net investment income                                                |  | $ | 61,128    |  
|Net realized gain on investments                                     |  |   | 7,321     |  
|Net increase in unrealized appreciation on investments               |  |   | 20,685    |  
|Net increase in Net Assets resulting from operations                 |  |   | 89,134    |  
|Stockholder distributions (see Note 5)                               |  |   |           |  
|Distributions from net investment income                             |  |   | (77,338   | )
|Distributions from net realized gain on investments                  |  |   | (4,119    | )
|Net decrease in net assets resulting from stockholder distributions  |  |   | (81,457   | )
|Capital share transactions                                           |  |   |           |  
|Issuance of common stock (see Note 3)                                |  |   | 1,391,937 |  
|Reinvestment of stockholder distributions (see Note 3)               |  |   | 42,620    |  
|Offering costs                                                       |  |   | (9,922    | )
|Net increase in Net Assets resulting from capital share transactions |  |   | 1,424,635 |  
|                                                                     |  |   |           |  
|Total increase in net assets                                         |  |   | 1,432,312 |  
|Net assets at beginning of period                                    |  |   | 1,916,867 |  
|Temporary equity reclassed as permanent equity                       |  |   | 615,437   |  
|Net assets at end of period                                          |  | $ | 3,964,616 |  
|Accumulated undistributed net investment income                      |  | $ | —         |  



The accompanying notes are an integral
part of these statements.



5





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Triton
Pacific Investment Corporation, Inc.

Statements
of CASH FLOWS

(Unaudited)

|                                                                                                                                     |  |                          |            |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------ | ---------- | -
|                                                                                                                                     |  | Six months endedJune 30, |           
|                                                                                                                                     |  |                          | 2015       |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                                                 |  |                          |            |  
|Net increase in net assets resulting from operations                                                                                 |  | $                        | 89,134     |  
|Adjustments to reconcile net increase in net assets resulting from operations to net cash provided by (used by) operating activities |  |                          |            |  
|Purchases of investments                                                                                                             |  |                          | (1,989,375 | )
|Proceeds from sales and repayments of investments                                                                                    |  |                          | 390,832    |  
|Net realized gain from investments                                                                                                   |  |                          | (7,321     | )
|Net increase in unrealized appreciation on investments                                                                               |  |                          | (20,685    | )
|Accretion of discount                                                                                                                |  |                          | (2,101     | )
|Increases and decreases in assets and liabilities                                                                                    |  |                          |            |  
|Principal and interest receivable                                                                                                    |  |                          | (1,287     | )
|Receivable for investments sold                                                                                                      |  |                          | (301       | )
|Prepaid expenses                                                                                                                     |  |                          | 31,261     |  
|Reimbursement due from Adviser                                                                                                       |  |                          | 2,355      |  
|Payable for investments purchased                                                                                                    |  |                          | (246,250   | )
|Accounts payable and accrued liabilities                                                                                             |  |                          | (29,629    | )
|Due to related parties                                                                                                               |  |                          | (14,648    | )
|NET CASH PROVIDED BY (USED BY) OPERATING ACTIVITIES                                                                                  |  |                          | (1,798,015 | )
|                                                                                                                                     |  |                          |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                                                 |  |                          |            |  
|Net increase (decrease) in restricted cash held in escrow                                                                            |  |                          | —          |  
|NET CASH PROVIDED BY INVESTING ACTIVITIES                                                                                            |  |                          | —          |  
|                                                                                                                                     |  |                          |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                                                                 |  |                          |            |  
|Issuance of common stock                                                                                                             |  |                          | 1,391,937  |  
|Proceeds from sale of common stock held in escrow                                                                                    |  |                          | —          |  
|Stockholder distributions                                                                                                            |  |                          | (38,837    | )
|Increases in distributions payable                                                                                                   |  |                          | 6,559      |  
|Offering costs                                                                                                                       |  |                          | (9,922     | )
|NET CASH PROVIDED BY FINANCING ACTIVITIES                                                                                            |  |                          | 1,349,737  |  
|                                                                                                                                     |  |                          |            |  
|NET INCREASE (DECREASE) IN CASH                                                                                                      |  |                          | (448,278   | )
|                                                                                                                                     |  |                          |            |  
|CASH - BEGINNING OF PERIOD                                                                                                           |  | $                        | 1,654,492  |  
|                                                                                                                                     |  |                          |            |  
|CASH - END OF PERIOD                                                                                                                 |  | $                        | 1,206,214  |  
|                                                                                                                                     |  |                          |            |  
|Supplemental schedule of non-cash investing activities                                                                               |  |                          |            |  
|Deferred offering costs funded by affiliates                                                                                         |  | $                        | —          |  
|Reinvestment of stockholder distributions                                                                                            |  | $                        | 42,620     |  



The accompanying notes are an integral
part of these statements.





6





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TRITON PACIFIC INVESTMENT CORPORATION,
INC.

CONSOLIDATED SCHEDULE OF INVESTMENTS

AS OF JUNE 30, 2015

(UNAUDITED)

|                                                 |  |           |  |                                          |  |                   |  |       |      |          |  |                                                      |  |   |                  | 
|------------------------------------------------ |  | --------- |  | ---------------------------------------- |  | ----------------- |  | ----- | ---- | -------- |  | ---------------------------------------------------- |  | - | ---------------- | 
|Portfolio
    Company                            |  | Footnotes |  | Industry                                 |  | Rate
    (b)      |  | Floor |      | Maturity |  | PrincipalAmount/ Numberof
    Shares                 |  |   | AmortizedCost(f) | 
|Senior Secured Loans—First Lien—40.47%           |  | (e)       |  |                                          |  |                   |  |       |      |          |  |                                                      |  |   |                  | 
|Jeld-Wen, Inc.                                   |  |           |  | Wholesale Trade-Durable Goods            |  | L+4.25% (5.25%)   |  |       | 1.0% |          |  | 10
                                         /15/2021 |  | $ | 124,375          | 
|Mister Car Wash, Inc.                            |  |           |  | Automotive Repair, Services, and Parking |  | L+4.00% (5.00%)   |  |       | 1.0% |          |  | 9
                                         /24/2021  |  |   | 123,750          | 
|Ranpak Corp.                                     |  |           |  | Paper and Allied Products                |  | L+3.25% (4.75%)   |  |       | 1.0% |          |  | 10
                                         /1/2021  |  |   | 124,064          | 
|GK Holdings, Inc.                                |  |           |  | Business Services                        |  | L+5.50% (6.50%)   |  |       | 1.0% |          |  | 1
                                         /30/2021  |  |   | 124,375          | 
|Verdesian Life Sciences
    LLC                  |  |           |  | Wholesale Trade-Nondurable Goods         |  | L+5.00% (6.00%)   |  |       | 1.0% |          |  | 7
                                         /1/2020   |  |   | 240,516          | 
|Curo Health                                      |  |           |  | Healthcare & Pharmaceuticals             |  | L+5.00% (6.50%)   |  |       | 1.0% |          |  | 2
                                         /2/2022   |  |   | 124,688          | 
|Flavors Holdings, Inc. Tranche B                 |  |           |  | Beverage, Food & Tobacco                 |  | L+5.75% (6.75%)   |  |       | 1.0% |          |  | 4
                                         /7/2020   |  |   | 120,313          | 
|FHC Health Systems, Inc.                         |  |           |  | Healthcare & Pharmaceuticals             |  | L+4.00% (5.00%)   |  |       | 1.0% |          |  | 12
                                         /23/2021 |  |   | 124,688          | 
|TIBCO Software                                   |  |           |  | High Tech Industries                     |  | L+5.50% (6.50%)   |  |       | 1.0% |          |  | 12
                                         /5/2020  |  |   | 124,688          | 
|Natel Engineering                                |  |           |  | High Tech Industries                     |  | L+5.75% (6.75%)   |  |       | 1.0% |          |  | 4
                                         /16/2021  |  |   | 125,000          | 
|Paradigm Outcomes                                |  |           |  | Healthcare & Pharmaceuticals             |  | L+5.00% (6.00%)   |  |       | 1.0% |          |  | 6
                                         /12/2022  |  |   | 125,000          | 
|Omnitracs, LLC                                   |  |           |  | Transportation: Cargo                    |  | L+3.75% (4.75%)   |  |       | 1.0% |          |  | 11
                                         /25/2020 |  |   | 124,057          | 
|Total Senior Secured Loans—First
    Lien        |  |           |  |                                          |  |                   |  |       |      |          |  |                                                      |  | $ | 1,605,514        | 
|                                                 |  |           |  |                                          |  |                   |  |       |      |          |  |                                                      |  |   |                  | 
|Senior Secured Loans—Second Lien—6.20%           |  | (e)       |  |                                          |  |                   |  |       |      |          |  |                                                      |  |   |                  | 
|Flavors Holdings, Inc.                           |  |           |  | Beverage, Food & Tobacco                 |  | L+10.00% (11.00%) |  |       | 1.0% |          |  | 10
                                         /7/2021  |  |   | 125,000          | 
|GK Holdings, Inc.                                |  |           |  | Business Services                        |  | L+9.50% (10.50%)  |  |       | 1.0% |          |  | 1
                                         /30/2021  |  |   | 125,000          | 
|Total Senior Secured Loans—Second
    Lien       |  |           |  |                                          |  |                   |  |       |      |          |  |                                                      |  | $ | 250,000          | 
|                                                 |  |           |  |                                          |  |                   |  |       |      |          |  |                                                      |  |   |                  | 
|Equity/Other—31.53%                              |  | (e)       |  |                                          |  |                   |  |       |      |          |  |                                                      |  |   |                  | 
|ACON IWP Investors I, L.L.C.                     |  | (a)       |  | Healthcare & Pharmaceuticals             |  |                   |  |       |      |          |  |                                                      |  |   | 500,000          | 
|Javlin Capital LLC Class
    C-2 Preferred Units |  | (a) (d)   |  | Specialty Finance                        |  |                   |  |       |      |          |  |                                                      |  |   | 214,286          | 
|Total Equity/Other                               |  |           |  |                                          |  |                   |  |       |      |          |  |                                                      |  |   | 714,286          | 
|                                                 |  |           |  |                                          |  |                   |  |       |      |          |  |                                                      |  |   |                  | 
|TOTAL INVESTMENTS—78.19%                         |  |           |  |                                          |  |                   |  |       |      |          |  |                                                      |  |   |                  | 
|OTHER
    ASSETS IN EXCESS OF LIABILITIES—21.81% |  |           |  |                                          |  |                   |  |       |      |          |  |                                                      |  |   |                  | 
|NET ASSETS -
    100.0%                          |  |           |  |                                          |  |                   |  |       |      |          |  |                                                      |  |   |                  | 
|                                                 |  |           |  |                                          |  |                   |  |       |      |          |  |                                                      |  |   |                  | 



| | (a) | Affiliated investment as defined
                                         by the 1940 Act, whereby the Company owns between 5% and 25% of the portfolio company’s
                                         outstanding voting securities and the investments are not classified as controlled investments. The aggregate
fair value of non-controlled, affiliated investments at June 30, 2015 represented 31.53% of the Company’s net assets. Fair
value as of June 30, 2015 along with transactions during the period ended June 30, 2015 in affiliated investments were as follows)
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                           |  |                                 |         |  |                            |                                |           |                              |  |   |                                |  |  |                             |           |  |  |   |   | 
|------------------------------------------ |  | ------------------------------- | ------- |  | -------------------------- | ------------------------------ | --------- | ---------------------------- |  | - | ------------------------------ |  |  | --------------------------- | --------- |  |  | - | - | 
|                                           |  |                                 |         |  |                            | Period
    ended June 30, 2015 |          
|                                           |  |                                 |         |  |                            |                                |           |                              |  |   |                                |  |  |                             |           |  |  |   |   | 
|Non-controlled,
    Affiliated Investments |  | Fair
    Value atMarch 31, 2015 |         |  | Gross
    Additions(Cost)* |                                |           | Gross
    Reductions(Cost)** |  |   | Fair
    Value atJune 30, 2015 |  |  | Net
    RealizedGain (Loss) |          
|ACON IWP Investors I, L.L.C.               |  | $                               | —       |  |                            | $                              | 500,000   |                              |  | $ | —                              |  |  | $                           | 500,000   |  |  | $ | — | 
|Javlin Financial, LLC                      |  |                                 | 250,000 |  |                            |                                | 500,000   |                              |  |   | —                              |  |  |                             | 750,000   |  |  |   | — | 
|Total                                      |  | $                               | 250,000 |  |                            | $                              | 1,000,000 |                              |  | $ | —                              |  |  | $                           | 1,250,000 |  |  | $ | — | 





*Gross additions include increases in the cost basis of investments
resulting from new portfolio investments, PIK interest, the amortization of unearned income, the exchange of one or more existing
securities for one or more new securities and the movement of an existing portfolio company into this category from a different
category.

**Gross reductions include decreases in the cost basis of investments
resulting from principal collections related to investment repayments or sales, the exchange of one or more existing securities
for one or more new securities and the movement of an existing portfolio company out of this category into a different category.



| | (b) | Certain variable rate securities in the Company’s portfolio bear interest at a rate
                                                                                determined by a publicly disclosed base rate spread. As of June 30, 2015, the three-month London Interbank Offered Rate, or
                                                                                LIBOR, was 0.28%.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Fair value and market value are determined by the Company’s
board of directors (see Note 7.)
| | --- | --------------------------------------------------------------------------------------------

| | (d) | Security held within TPJ Holdings, Inc., a wholly-owned
subsidiary of the Company.
| | --- | ----------------------------------------------------------------------------------

| | (e) | All investments are considered qualifying assets under
the Investment Company Act of 1940, as amended. A business development company may not acquire any asset other than qualifying
assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets.
As of June 30, 2015, 100% of the Company’s total assets represented qualifying assets.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f) | See Note 5 for a discussion of the tax cost of the portfolio.
| | --- | -------------------------------------------------------------



The accompanying notes are an integral
part of these statements.





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TRITON PACIFIC INVESTMENT CORPORATION, INC.

CONSOLIDATED
SCHEDULE OF INVESTMENTS

AS
OF DECEMBER 31, 2014

|                                            |  |           |  |                                          |   |                   |  |                                                      |   |                      |         |  |                    |           |         |                 |  |   |         |          
|------------------------------------------- |  | --------- |  | ---------------------------------------- | - | ----------------- |  | ---------------------------------------------------- | - | -------------------- | ------- |  | ------------------ | --------- | ------- | --------------- |  | - | ------- | ---------
|Portfolio

    Company                      |  | Footnotes |  | Industry                                 |   | Rate
    (b)      |  | Maturity                                             |   | Principal
    Amount |         |  | Amortized
    Cost |           |         | Fair

    Value | 
|Senior Secured Loans—First Lien—70.6%       |  |           |  |                                          |   |                   |  |                                                      |   |                      |         |  |                    |           |        
|Mannington Mills, Inc.                      |  |           |  | Construction Special Trade Contractors   |   | L+3.75% (4.75%)   |  | 10
                                         /1/2021  |   | $                    | 249,375 |  |                    | $         | 246,964 |                 |  | $ | 246,258 |          
|Jeld-Wen, Inc.                              |  |           |  | Wholesale Trade-Durable Goods            |   | L+4.25% (5.25%)   |  | 10
                                         /15/2021 |   |                      | 125,000 |  |                    | $         | 123,795 |                 |  | $ | 124,219 |          
|Mister Car Wash, Inc.                       |  |           |  | Automotive Repair, Services, and Parking |   | L+4.00% (5.00%)   |  | 9
                                         /24/2021  |   |                      | 124,375 |  |                    | $         | 123,482 |                 |  | $ | 124,738 |          
|Ranpak Corp.                                |  |           |  | Paper and Allied Products                |   | L+3.75% (4.75%)   |  | 10
                                         /1/2021  |   |                      | 124,688 |  |                    | $         | 124,387 |                 |  | $ | 124,221 |          
|Verdesian Life Sciences LLC                 |  |           |  | Wholesale Trade-Nondurable Goods         |   | L+5.00% (6.00%)   |  | 7
                                         /1/2020   |   |                      | 246,839 |  |                    | $         | 244,447 |                 |  | $ | 245,604 |          
|Flavors Holdings, Inc. Tranche B            |  |           |  | Beverage, Food & Tobacco                 |   | L+5.75% (6.75%)   |  | 4
                                         /7/2020   |   |                      | 123,438 |  |                    | $         | 118,650 |                 |  | $ | 118,191 |          
|FHC Health Systems, Inc.                    |  | (a)       |  | Healthcare & Pharmaceuticals             |   | L+4.00% (5.00%)   |  | 12
                                         /23/2021 |   |                      | 125,000 |  |                    | $         | 123,839 |                 |  | $ | 124,063 |          
|TIBCO Software                              |  | (a)       |  | High Tech Industries                     |   | L+5.50% (6.50%)   |  | 12
                                         /5/2020  |   | $                    | 125,000 |  |                    | $         | 122,589 |                 |  | $ | 121,563 |          
|Omnitracs, LLC                              |  |           |  | Transportation: Cargo                    |   | L+3.75% (4.75%)   |  | 11
                                         /25/2020 |   |                      | 124,686 |  |                    | $         | 123,774 |                 |  | $ | 123,075 |          
|Total Senior Secured Loans—First Lien       |  |           |  |                                          | $ | 1,368,401         |  |                                                      | $ | 1,351,927            |         |  | $                  | 1,351,932 |        
|                                            |  |           |  |                                          |   |                   |  |                                                      |   |                      |         |  |                    |           |         |                 |  |   |         |          
|Senior Secured Loans—Second Lien—6.2%       |  |           |  |                                          |   |                   |  |                                                      |   |                      |         |  |                    |           |        
|Flavors Holdings, Inc.                      |  |           |  | Beverage, Food & Tobacco                 |   | L+10.00% (11.00%) |  | 10
                                         /7/2021  |   |                      | 125,000 |  |                    | $         | 120,167 |                 |  | $ | 119,375 |          
|                                            |  |           |  |                                          |   |                   |  |                                                      |   |                      |         |  |                    |           |         |                 |  |   |         |          
|Total Senior Secured Loans—Second Lien      |  |           |  |                                          | $ | 125,000           |  |                                                      | $ | 120,167              |         |  | $                  | 119,375   |        
|                                            |  |           |  |                                          |   |                   |  |                                                      |   |                      |         |  |                    |           |         |                 |  |   |         |          
|TOTAL INVESTMENTS—76.8%                     |  |           |  |                                          |   |                   |  |                                                      | $ | 1,472,094            |         |  | $                  | 1,471,307 |        
|OTHER ASSETS IN EXCESS OF LIABILITIES—33.2% |  |           |  |                                          |   |                   |  |                                                      |   |                      |         |  |                    | $         | 445,560 |                
|NET ASSETS - 100.0%                         |  |           |  |                                          |   |                   |  |                                                      |   |                      |         |  |                    |           |         |                 |  |   | $       | 1,916,867








| | (a) | Position
unsettled as of December 31, 2014.
| | --- | -------------------------------------------

| | (b) | Certain variable rate securities in
                                                                                                                                             the Company’s portfolio bear interest at a rate determined by a publicly disclosed base rate spread. As of December 31, 2014,
                                                                                                                                             the three-month London Interbank Offered Rate, or LIBOR, was 0.25%.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
accompanying notes are an integral part of these statements.





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Triton
Pacific Investment Corporation, Inc.

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



NOTE
1 – DESCRIPTION OF BUSINESS



Triton
Pacific Investment Corporation, Inc. (the “Company”), incorporated in Maryland on April 29, 2011, is a private equity
fund, structured as a business development company, that primarily makes structured equity and debt investments in small to mid-sized
private U.S. companies. Pursuant to the Articles of Incorporation, the Company is authorized to issue 75,000,000 shares of common
stock with a par value of $0.001 per share. Additionally, the Company is authorized to issue 25,000,000 shares of preferred stock
with a par value of $0.001 per share. The Company is offering for sale a maximum of 20,000,000 shares of common stock at an initial
price of $15.00 per share, on a “best efforts” basis pursuant to a registration statement on Form N-2 filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Offering”). On June 25, 2014,
the Company met its minimum offering requirement of $2,500,000 and released all shares held in escrow.



The
Company invests either alone or together with other private equity sponsors. The Company is an externally managed, non-diversified
closed-end investment company that has elected to be treated as a business development company, or BDC, under the Investment Company
Act of 1940, or the Company Act. As a BDC, the Company is required to comply with certain regulatory requirements. The Company
has elected to be treated for U.S. federal income tax purposes, and intends to annually qualify as a regulated investment company,
or RIC, under Subchapter M of the Internal Revenue code of 1986, as amended, or the Code. As of June 30, 2015, the Company has
one wholly-owned subsidiary through which it holds interest in a non-controlled, affiliated portfolio company.



Triton
Pacific Adviser, LLC (“Adviser”) serves as the Investment Adviser and TFA Associates, LLC (“TFA”) serves
as the Administrator. Each of these entities are affiliated with Triton Pacific Group, Inc., a private equity investment management
firm, and its subsidiary Triton Pacific Capital Partners, LLC, a private equity investment fund management company, each focused
on debt and equity investments for small to mid-sized private companies.



The
Adviser was formed in Delaware as a private investment management firm and is registered as an investment adviser with the Securities
and Exchange Commission (“SEC”) under the Investment Advisers Act of 1940, or the Advisers Act. The Adviser oversees
the management of the Company’s activities and is responsible for making the investment decisions for the portfolio.



NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis
of Presentation.These financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities
and Exchange Commission for interim financial statements. These financial statements reflect all adjustments and accruals of a
normal recurring nature that, in the opinion of management, are necessarily indicative of results expected for any future period.
These interim unaudited financial statements and related notes should be read in conjunction with the financial statements and
related notes included in the Company’s annual report on Form 10-K for the year ended December 31, 2014.



Management
Estimates and Assumptions.The preparation of unaudited financial statements in conformity with GAAP requires management
to make estimates and assumptions that affect the amounts of assets and liabilities, and disclosure of contingent assets and liabilities,
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.



Cash.All cash balances are maintained with high credit quality financial institutions which are members of the Federal Deposit
Insurance Corporation. The Company maintains cash balances that may exceed federally insured limits.





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Valuation
of Portfolio Investments.The Company determines the net asset value of its investment portfolio each quarter. Securities
that are publicly-traded are valued at the reported closing price on the valuation date. Securities that are not publicly-traded
are valued at fair value as determined in good faith by the Company’s board of directors. In connection with that determination,
the Adviser provides the Company’s board of directors with portfolio company valuations which are based on relevant inputs
which may include indicative dealer quotes, values of like securities, recent portfolio company financial statements and forecasts,
and valuations prepared by third-party valuation services.





Accounting
Standards Codification Topic 820, Fair Value Measurements and Disclosure, or ASC Topic 820, issued by the Financial Accounting
Standards Board, clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair
value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. ASC Topic 820 defines
fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. ASC Topic 820 also establishes a three-tier fair value hierarchy, which prioritizes
the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active
markets; Level 2, which includes inputs such as quoted prices for similar securities in active markets and quoted prices for identical
securities where there is little or no activity in the market; and Level 3, defined as unobservable inputs for which little or
no market data exists, therefore requiring an entity to develop its own assumptions.



With
respect to investments for which market quotations are not readily available, the Company undertakes a multi-step valuation process
each quarter, as described below:



| | • | the Company’s
    quarterly valuation process begins with the Adviser’s management team providing a preliminary valuation of each portfolio
    company or investment to the Company’s board of directors, which valuation may be obtained from an independent valuation
    firm, if applicable;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | preliminary valuation
    conclusions are then documented and discussed with the Company’s board of directors;
| | - | --------------------------------------------------------------------------------------------------------------



| | • | the Company’s
    board of directors reviews the preliminary valuation and the Adviser’s management team, together with its independent
    valuation firm, if applicable, responds and supplements the preliminary valuation to reflect any comments provided by the
    board of directors; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | the Company’s
    board of directors discusses valuations and determines the fair value of each investment in the Company’s portfolio
    in good faith based on various statistical and other factors, including the input and recommendation of the Adviser and any
    third-party valuation firm, if applicable.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Determination
of fair value involves subjective judgments and estimates. Accordingly, these notes to the Company’s financial statements
refer to the uncertainty with respect to the possible effect of such valuations and any change in such valuations on the Company’s
financial statements. Below is a description of factors that the Company’s board of directors may consider when valuing
the Company’s debt and equity investments.



Valuation
of fixed income investments, such as loans and debt securities, depends upon a number of factors, including prevailing interest
rates for like securities, expected volatility in future interest rates, call features, put features and other relevant terms
of the debt. For investments without readily available market prices, the Company may incorporate these factors into discounted
cash flow models to arrive at fair value. Other factors that the Company’s board of directors may consider include the borrower’s
ability to adequately service its debt, the fair market value of the portfolio company in relation to the face amount of its outstanding
debt and the quality of collateral securing the Company’s debt investments. The determination of fair market value for the
equity positions were determined by considering, among other factors, various income scenarios and multiples of earnings before
interest, taxes, depreciation and amortization, or EBITDA, cash flows, net income, revenues and market comparables.



The
fair values of the Company’s investments are determined in good faith by the Company’s board of directors. The Company’s
board of directors is solely responsible for the valuation of the Company’s portfolio investments at fair value as determined
in good faith pursuant to the Company’s valuation policy and consistently applied valuation process.





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Revenue
Recognition.Security transactions are accounted for on the trade date. The Company records interest income on an accrual
basis to the extent it expects to collect such amounts. The Company records dividend income on the ex-dividend date. The Company
does not accrue as a receivable interest or dividends on loans and securities if it has reason to doubt its ability to collect
such income. Loan origination fees, original issue discount and market discount are capitalized and the Company amortizes such
amounts as interest income over the respective term of the loan or security. Upon the prepayment of a loan or security, any unamortized
loan origination fees and original issue discount are recorded as interest income. Upfront structuring fees are recorded as fee
income when earned. The Company records prepayment premiums on loans and securities as fee income when it receives such amounts.



Net
Realized Gains or Losses, and Net Change in Unrealized Appreciation or Depreciation. Gains or losses on the sale
of investments are calculated by using the specific identification method. The Company measures realized gains or losses by the
difference between the net proceeds from the repayment or sale and the amortized cost basis of the investment, without regard
to unrealized appreciation or depreciation previously recognized, but considering unamortized upfront fees. Net change in unrealized
appreciation or depreciation reflects the change in portfolio investment values during the reporting period, including any reversal
of previously recorded unrealized gains or losses when gains or losses are realized.



Capital
Gains Incentive Fees. The Company has entered into an investment advisory agreement with the Adviser dated as of July
27, 2012. Pursuant to the terms of the investment advisory agreement, the Incentive Fee shall be determined and payable in arrears
as of the end of each quarter, upon liquidation of the Company or upon termination of this Agreement, as of the termination date,
and shall equal 20.0% of the Company’s realized capital gains, if any, on a cumulative basis from inception through the
end of each quarter, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less
the aggregate amount of any previously paid Incentive Fees. The fee for the three months ended June 30, 2015 was $(521), of which
$(1,277) was for Incentive Fees calculated on unrealized losses. The fee for the six months ended June 30, 2015 was $5,443, of
which $3,979 was for Incentive Fees calculated on unrealized gains.



For
purposes of calculating the foregoing: (1) the calculation of the Incentive Fee shall include any capital gains that result from
cash distributions that are treated as a return of capital; (2) any such return of capital shall be treated as a decrease in the
Company’s cost basis of an investment; and (3) all fiscal year-end valuations shall be determined by the Company in accordance
with generally accepted accounting principles, applicable provisions of the Company Act (even if such valuation is made prior
to the date on which the Company has elected to be regulated as a BDC) and the Company’s pricing procedures. In determining
the Incentive Fee payable to the Adviser, the Company will calculate the aggregate realized capital gains, aggregate realized
capital losses and aggregate unrealized capital depreciation, as applicable, with respect to each of the investments in its portfolio.
For this purpose, aggregate realized capital gains, if any, will equal the sum of the differences between the net sales price
of each investment, when sold, and the original cost of such investment since inception. Aggregate realized capital losses will
equal the sum of the amounts by which the net sales price of each investment, when sold, is less than the cost of such investment
since inception. Aggregate unrealized capital depreciation will equal the sum of the difference, if negative, between the valuation
of each investment as of the applicable date and the original cost of such investment. At the end of the applicable period, the
amount of capital gains that serves as the basis for the Company’s calculation of the Incentive Fees will equal the aggregate
realized capital gains less aggregate realized capital losses and less aggregate unrealized capital depreciation with respect
to its portfolio of investments. If this number is positive at the end of such period, then the Incentive Fees for such period
will be equal to 20% of such amount, less the aggregate amount of any Incentive Fees paid in respect of its portfolio in all prior
periods.



Offering
Costs.The Company has incurred certain expenses in connection with registering to sell shares of its common stock in
connection with the Offering. These costs principally relate to professional and filing fees. Simultaneously with selling common
shares, the deferred offering costs were and will be charged to stockholders’ equity. The Adviser may reimburse the Company
for all or part of these amounts pursuant to the Expense Support and Conditional Reimbursement Agreement (“Expense Reimbursement
Agreement”) discussed below. As of June 30, 2015 and December 31, 2014, $1,333,769 and $1,060,438, respectively, of offering
costs have been reclassified and included as part of the Expense Reimbursement Agreement and accordingly included in Reimbursement
due from the Adviser.





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Distributions.Distributions to the Company’s stockholders are recorded as of the record date. Subject to the discretion of the
Company’s board of directors and applicable legal restrictions, the Company intends to authorize and declare ordinary cash
distributions on a monthly basis and pay such distributions on a monthly basis.



Income
Taxes.The Company has elected to be treated for federal income tax purposes, and intends to annually qualify thereafter,
as a regulated investment company (“RIC”) under Subchapter M of the Code. Generally, a RIC is exempt from federal
income taxes if it distributes at least 90% of “Investment Company Taxable Income,” as defined in the Code, each year.
Dividends paid up to 8.5 months after the current tax year can be carried back to the prior tax year for determining the dividends
paid in such tax year. The Company intends to distribute sufficient dividends to maintain its RIC status each year. The Company
is also subject to nondeductible federal excise taxes if it does not distribute at least 98% of net ordinary income, 98.2% of
capital gain income, if any, and any recognized and undistributed income from prior years for which it paid no federal excise
tax. The Company will generally endeavor each year to avoid any federal excise taxes.



GAAP
requires management to evaluate tax positions taken by the Company and recognize a tax liability if the Company has taken an uncertain
position that more likely than not would not be sustained upon examination by the Internal Revenue Service or other tax authorities.
Management has analyzed the tax positions taken by the Company, and has concluded that as June 30, 2015 and June 30, 2014, there
are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial
statements. The Company is subject to routine audits by the Internal Revenue Service or other tax authorities, generally for three
years after the tax returns are filed; however, there are currently no audits for any tax periods in progress.



Reclassification.Certain amounts in the 2014 financial statements have been reclassified in order to conform with the 2015 presentation.



NOTE
3 – SHARE TRANSACTIONS



Below
is a summary of transactions with respect to shares of the Company’s common stock during the six months ended June 30, 2015
and 2014:

|                                                |  |                           |            |  |        |   |           |        |  |  |            |  |  |   |           |  
|----------------------------------------------- |  | ------------------------- | ---------- |  | ------ | - | --------- | ------ |  |  | ---------- |  |  | - | --------- | -
|                                                |  | Six months ended June 30, |           
|                                                |  | 2015                      |            |  | 2014   |  
|                                                |  | Shares                    |            |  | Amount |   |           | Shares |  |  | Amount     | 
|Gross proceeds from Offering                    |  |                           | 103,106.35 |  |        | $ | 1,519,289 |        |  |  | 158,270.16 |  |  | $ | 2,319,719 |  
|Reinvestment of Distributions                   |  |                           | 2,990.90   |  |        |   | 42,620    |        |  |  | —          |  |  |   | —         |  
|Commissions and Dealer Manager Fees             |  |                           | —          |  |        |   | (127,352  | )      |  |  | —          |  |  |   | (183,072  | )
|Net Proceeds to Company from Share Transactions |  |                           | 106,097.25 |  |        | $ | 1,434,557 |        |  |  | 158,270.16 |  |  |   | 2,136,647 |  





Status
of Continuous Public Offering



During
the six months ended June 30, 2015 and 2014, the Company sold 106,097.25 and 158,270.16 shares of common stock, respectively,
for gross proceeds of approximately $1,519,289 and $2,319,719, at an average price per share of $14.72 and $14.66, respectively.
The gross proceeds received during the six months ended June 30, 2015 and 2014 include reinvested stockholder distributions of
$42,620 and $0, respectively, for which the Company issued 2,990.90 and 0 shares of common stock, respectively.



The
proceeds from the issuance of common stock as presented on the accompanying statements of changes in net assets and statements
of cash flows are presented net of selling commissions and dealer manager fees of $127,352 and $183,072 for the periods ended
June 30, 2015 and 2014, respectively.



NOTE
4 – RELATED PARTY TRANSACTIONS AND ARRANGEMENTS



The
Adviser and TFA and their affiliates will receive compensation and reimbursement for services relating to our offering and the
investment and management of its assets.





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Table of Contents



In connection
with the Offering, the Company has incurred registration, organization, operating and offering costs. Such costs have been advanced
by the Adviser. As discussed below, the Company has entered into an Expense Reimbursement Agreement with its Adviser. For the
period from inception through June 30, 2015, certain registration, organization, operating and offering costs have been accounted
for under the Expense Reimbursement Agreement and accordingly included in Reimbursement due from the Adviser on the statements
of financial position.



The
chart below, on a cumulative basis, discloses the components of the Reimbursement due from Sponsor reflected on the Statements
of Financial Position:



|                                     |  | June 30, |            | December 31,
|------------------------------------ |  | -------- | ---------- | ------------
|                                     |  |          | 2015       |             
|Operating Expenses                   |  | $        | 941,446    |             
|Offering Costs                       |  |          | 1,333,769  |             
|Due to related party offset          |  |          | (1,681,876 | )           
|Reimbursements received from Adviser |  |          | (342,715   | )           
|Total Reimbursement due from Adviser |  | $        | 250,624    |             



Operating
Expenses are the amounts reimbursed by the Adviser for our operating costs and offering costs are the cumulative
amount of organizational and offering expenses reimbursed to us by the Adviser and subject to future reimbursement per the terms
of our expense reimbursement agreement.



Due
to related party offset represents the cash the Adviser paid directly for our operating and offering expenses and reimbursements
received from sponsor are the amounts the Adviser paid in cash to us for reimbursement of our operating and offering costs.



The
Company compensates the Adviser for investment services per an Investment Adviser Agreement (“Agreement”), approved
by the Company’s directors, calculated as the sum of (1) base management fee, calculated quarterly at 0.5% of the Company’s
average gross assets payable quarterly in arrears, and (2) an incentive fee upon capital gains determined and payable in arrears
as of the end of each quarter or upon liquidation of the Company or upon termination of Agreement at 20% of Company’s realized
capital gains, as defined. The Agreement expires July 2016 and may continue automatically for successive annual periods, as approved
by the Company. All management fees earned by the Adviser prior to January 1, 2014 were waived by the Adviser.



The
Company compensates TFA for administration services per an Administration Agreement for costs and expenses incurred with the administration
and operation of the Company. Such agreement expires July 2016 and may continue automatically for successive annual periods, as
approved by the Company. These fees have been reimbursed from the Adviser pursuant to the Expense Reimbursement Agreement discussed
below.



The
following table describes the fees and expenses accrued under the investment advisory and administration agreement and the dealer
manager agreement during the three and months ended June 30, 2015 and 2014:

|                               |  |                              |  |                                  |  |                             |        |   |                           |   |        |      |  |   |         |  |  |   |        | 
|------------------------------ |  | ---------------------------- |  | -------------------------------- |  | --------------------------- | ------ | - | ------------------------- | - | ------ | ---- |  | - | ------- |  |  | - | ------ | 
|                               |  |                              |  |                                  |  | Three months ended June 30, |        |   | Six months ended June 30, |  
|Related
    Party              |  | Source
    Agreement         |  | Description                      |  | 2015                        |        |   | 2014                      |   |        | 2015 |  |   | 2014    | 
|Triton Pacific Adviser, LLC    |  | Investment Adviser Agreement |  | Base Management Fees             |  | $                           | 20,933 |   |                           | $ | 13,564 |      |  | $ | 39,341  |  |  | $ | 23,350 | 
|Triton Pacific Adviser, LLC    |  | Investment Adviser Agreement |  | Capital Gains Incentive Fees(1)  |  | $                           | (521   | ) |                           | $ | —      |      |  | $ | 5,443   |  |  | $ | —      | 
|TFA Associates, LLC            |  | Administration Agreement     |  | Administrative Services Expenses |  | $                           | 62,805 |   |                           | $ | 29,144 |      |  | $ | 125,879 |  |  | $ | 65,814 | 
|Triton Pacific Securities, LLC |  | Dealer Manager Agreement     |  | Dealer Manager Fees(2)           |  | $                           | 29,119 |   |                           | $ | 3,100  |      |  | $ | 33,359  |  |  | $ | 3,100  | 










| | (1) | During
                                         the six months ended June 30, 2015 and 2014, the Company earned capital gains incentive
                                         fees of $5,443 and $0, respectively, based on the performance of its portfolio, of which
                                         $3,979 and $0, respectively, was based on unrealized gains, and $1,464 and $0, respectively,
                                         was based on realized gains. No capital gains incentive fees are actually payable by
                                         the Company with respect to unrealized gains unless and until those gains are actually
                                         realized. See Note 2 for a discussion of the methodology employed by the Company in calculating
                                         the capital gains incentive fees.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | During
                                         the six months ended June 30, 2015 and 2014, the Company paid the Dealer Manager $127,352
                                         and $183,072, respectively, in sales commissions and dealer fees. $33,359 and $3,100
                                         were retained by TPS, respectively, and the remainder re-allowed to third party participating
                                         broker dealers.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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Director’s
Fees



On
December 15, 2014, the Company entered into an agreement (the “Director Agreement”) with its three independent directors,
Marshall Goldberg, William Pruitt and Ronald Ruther (collectively, the “Independent Directors”), whereby the Independent
Directors agreed to certain revisions to their compensation for serving as members of the Company’s Board. Specifically,
effective October 1, 2014, the fees payable to an Independent Director shall be determined based on the Company’s net assets
as of the end of each fiscal quarter and be paid quarterly in arrears as follows:





|Net Asset Value            |  | Annual Cash Retainer Fee |         |  | Board Meeting Fee |  |        | Annual Audit Committee Chairperson Fee |  |  | Annual Audit Committee Member Fee |  |  | Audit 
Committee
Meeting Fee |       
|-------------------------- |  | ------------------------ | ------- |  | ----------------- |  | ------ | -------------------------------------- |  |  | --------------------------------- |  |  | ---------------------------- | ------
|$0 to $25 million          |  |                          | —       |  |                   |  | —      |                                        |  |  | —                                 |  |  |                              | —     
|$25 million to $75 million |  |                          | $20,000 |  |                   |  | $1,000 |                                        |  |  | $10,000                           |  |  |                              | $2,500
|over $75 million           |  |                          | $30,000 |  |                   |  | $1,000 |                                        |  |  | $12,500                           |  |  |                              | $2,500





No Director’s
fees were accrued for the three and six months ended June 30, 2015, and $46,500 and $23,250 were recorded for the three and six
months ended June 30, 2014, respectively, which were later waived in the agreement discussed above.



Expense
Reimbursement Agreement



On
March 27, 2014, the Company and its Adviser agreed to an Expense Support and Conditional Reimbursement Agreement, or the Expense
Reimbursement Agreement. The Expense Reimbursement Agreement was amended and restated effective November 17, 2014. Under the Expense
Reimbursement Agreement, as amended, the Adviser, in consultation with the Company, will pay up to 100% of both the Company’s
organizational and offering expenses and its operating expenses, all as determined by the Company and the Adviser. As used in
the Expense Reimbursement Agreement, operating expenses refer to third party operating costs and expenses incurred by the Company,
as determined under GAAP for investment management companies. Organizational and offering expenses include expenses incurred in
connection with the organization of the Company and expenses incurred in connection with its offering, which are recorded as a
component of equity. The Expense Reimbursement Agreement states that until the net proceeds to the Company from its offering are
at least $25 million, the Adviser will pay up to 100% of both the Company’s organizational and offering expenses and its
operating expenses. After the Company receives at least $25 million in net proceeds from its offering, the Adviser may, with the
Company’s consent, continue to make expense support payments to the Company in such amounts as are acceptable to the Company
and the Adviser. Any expense support payments shall be paid by the Adviser to the Company in any combination of cash, and/or offsets
against amounts otherwise due from the Company to the Adviser.



Under
the Expense Reimbursement Agreement as amended, once the Company has received at least $25 million in net proceeds from its offering,
during any quarter occurring within three years of the date on which the Adviser funded any expense support payments, the Company
is required to reimburse the Adviser for any expense support payments the Company received from them. However, with respect to
any expense support payments attributable to the Company’s operating expenses, (i) the Company will only reimburse
the Adviser for expense support payments made by the Adviser to the extent that the payment of such reimbursement (together with
any other reimbursement paid during such fiscal year) does not cause “other operating expenses” (as defined below)
(on an annualized basis and net of any expense reimbursement payments received by the Company during such fiscal year) to exceed
the percentage of the Company’s average net assets attributable to shares of its common stock represented by “other
operating expenses” during the fiscal year in which such expense support payment from the Adviser was made (provided, however,
that this clause (i) shall not apply to any reimbursement payment which relates to an expense support payment from the Adviser
made during the same fiscal year); and (ii) the Company will not reimburse the Adviser for expense support payments made
by the Adviser if the annualized rate of regular cash distributions declared by the Company at the time of such reimbursement
payment is less than the annualized rate of regular cash distributions declared by the Company at the time the Adviser made the
expense support payment to which such reimbursement relates. “Other operating expenses” means the Company’s
total operating expenses excluding base management fees, incentive fees, organization and offering expenses, financing fees and
costs, interest expense, brokerage commissions and extraordinary expenses.





14





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|Quarter
    Ended    |  |  | Amount
                                         of Expense
        
        Payment
        Obligation |  |  | Operating Expense



Ratio as of the





Date Expense



Payment Obligation





Incurred (2) |   |  | Annualized Distribution



Rate as of the Date



Expense Payment



Obligation Incurred (3) |      | Eligible
                                         for
        
        Reimbursement
        
        Through
|-------------------- |  |  | ------------------------------------------------------------------------------------------------------ |  |  | ---------------------------------------------------------------------------------------------- | - |  | -------------------------------------------------------------------------------------------- | ---- | -------------------------------------------------------------------------------------------------------------
|December 31, 2013(1) |  |  | $294,357                                                                                               |  |  | 238.40                                                                                         | % |  |                                                                                              | —    |                                                                                                              
|March 31, 2014       |  |  | $68,293                                                                                                |  |  | 148.96                                                                                         | % |  |                                                                                              | —    |                                                                                                              
|June 30, 2014        |  |  | $70,027                                                                                                |  |  | 23.17                                                                                          | % |  |                                                                                              | —    |                                                                                                              
|September 30, 2014   |  |  | $92,143                                                                                                |  |  | 20.39                                                                                          | % |  |                                                                                              | —    |                                                                                                              
|December 31, 2014    |  |  | $115,777                                                                                               |  |  | 11.15                                                                                          | % |  |                                                                                              | —    |                                                                                                              
|March 31, 2015       |  |  | $134,301                                                                                               |  |  | 13.75                                                                                          | % |  |                                                                                              | 2.01 | %                                                                                                            
|June 30, 2015        |  |  | $166,549                                                                                               |  |  | 14.10                                                                                          | % |  |                                                                                              | 3.20 | %                                                                                                            





|(1) | Reflects
    the period from inception (April 29, 2011) through December 31, 2013                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | “Operating Expense Ratio”
    includes all expenses borne by us, except for organizational and offering expenses, base management and incentive fees owed
    to our Adviser,financing fees and costs, interest expense, brokerage
    commissions and extraordinary expenses.The Company did not achieve its minimum offering amount until June
    25, 2014 and as a result, did not invest the proceeds from the offering and realize any income from investments prior to the
    end of its fiscal quarter.                                                                                                                                                                    
|(3) | “Annualized Distribution Rate”
    equals the annualized rate of distributions paid to stockholders based on the amount of the regular cash distribution paid
    immediately prior to the date the expense support payment obligation was incurred by our Adviser. “Annualized Distribution
    Rate” does not include special cash or stock distributions paid to stockholders. The Company did not achieve its minimum
    offering amount until June 25, 2014 and as a result, did not have an opportunity to invest the proceeds from the offering
    and realize any income from investments or pay any distributions to stockholders prior to the end of its fiscal quarter.



In
addition, with respect to any expense support payment attributable to the Company’s organizational and offering expenses,
the Company will only reimburse the Adviser for expense support payments made by the Adviser to the extent that the payment of
such reimbursement (together with any other reimbursement for organizational and offering expenses paid during such fiscal year)
is limited to 15% of cumulative gross sales proceeds from the Company’s offering including the sales load (or dealer manager
fee) paid by the Company.



The
Company or the Adviser may terminate the Expense Reimbursement Agreement at any time upon thirty days’ written notice; however,
the Adviser has indicated that it expects to continue such reimbursements until it deems that the Company has achieved economies
of scale sufficient to ensure that the Company bears a reasonable level of expenses in relation to its income. The Expense Reimbursement
Agreement will automatically terminate upon termination of the Investment Advisory Agreement or upon the Company’s liquidation
or dissolution.



The
Expense Reimbursement Agreement is, by its terms, effective retroactively to the Company’s inception date of April 29, 2011
for Operating Expenses and from the break of escrow on June 25, 2014 for Offering Expenses. As of June 30, 2015, $2,275,215 has
been recorded as Reimbursement due from the Adviser pursuant to the Expense Reimbursement Agreement. Of this, $1,681,876, representing
an amount due to the Adviser, was netted against the Reimbursement due from Adviser and $342,715 was paid to the Company by the
Adviser.



15





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NOTE
5 – DISTRIBUTIONS



The
following table reflects the cash distributions per share that the Company declared and paid on its common stock through June
30, 2015:



|                             |  |  | Distribution |        
|---------------------------- |  |  | ------------ | -------
|For
    the Six Months Ended |  |  | Per Share    |        
|Fiscal 2015                  |  |  |              |        
|January
    20, 2015         |  |  | $            | 0.07545
|April 13, 2015               |  |  | $            | 0.11600
|April 29, 2015               |  |  | $            | 0.04000
|May 29, 2015                 |  |  | $            | 0.04000
|June 29, 2015                |  |  | $            | 0.04000





Prior
to April 2015, our distributions were paid quarterly in arrears.  On April 2, 2015, the Company authorized and declared
a first quarter cash distribution of $0.116 per share, to the shareholders of record as of April 13, 2015. Beginning April 2015,
the Company commenced the declaration and payment of monthly distributions, payable in advance, in each case, subject to the discretion
of the Company’s board of directors and applicable legal restrictions.



On July
16, 2015, the Company authorized and declared a cash distribution of $0.04 per share for the month of July 2015, to the shareholders
of record as of July 30, 2015. The timing and amount of any future distributions to stockholders are subject to applicable legal
restrictions and the sole discretion of the Company’s board of directors.



The
Company has adopted an “opt in” distribution reinvestment plan for its stockholders. As a result, if the Company makes
a cash distribution, its stockholders will receive distributions in cash unless they specifically “opt in” to the
distribution reinvestment plan so as to have their cash distributions reinvested in additional shares of the Company’s common
stock. However, certain state authorities or regulators may impose restrictions from time to time that may prevent or limit a
stockholder’s ability to participate in the distribution reinvestment plan.



The
Company may fund its cash distributions to stockholders from any sources of funds legally available to it, including offering
proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains
proceeds from the sale of assets, dividends or other distributions paid to the Company on account of preferred and common equity
investments in portfolio companies and expense reimbursements from the Adviser. The Company has not established limits on the
amount of funds it may use from available sources to make distributions.



The
following table reflects the sources of the cash distributions on a tax basis that the Company paid on its common stock during
the six months ended June 30, 2015 (no distributions were paid during the six months ended June 30, 2014):



|                                                              |  | Six
    months ended June 30, 2015 |       
|------------------------------------------------------------- |  | ---------------------------------- | ------
|Source
    of Distribution                                    |  | DistributionAmount                 |       
|Offering proceeds                                             |  | $                                  | —     
|Borrowings                                                    |  |                                    | —     
|Net
    investment income(1)                                  |  |                                    | 77,338
|Short-term capital
    gains proceeds from the sale of assets |  |                                    | 4,119 
|Long-term capital
    gains proceeds from the sale of assets  |  |                                    | —     
|Total                                                         |  | $                                  | 81,457

|    |                                                                                                                                                                                                | 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|(1) | During the six months ended June 30, 2015, 97.6% of the Company’s gross investment income was attributable to cash income earned, and 2.4% was attributable to non-cash accretion of discount.







The
Company’s net investment income on a tax basis for the six months ended June 30, 2015 and 2014 was $93,113 and $0, respectively.
As of June 30, 2015 and 2014, the Company had $5,080 and $0, respectively, of undistributed net investment income and realized
gains on a tax basis.



16





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The
difference between the Company’s GAAP-basis net investment income and its tax-basis net investment income is due to the
reversal of the required accrual for GAAP purposes of incentive fees on unrealized gains even though no such incentive fees on
unrealized gains are payable by the Company for the six months ended June 30, 2015 and 2014.



The
following table sets forth reconciliation between GAAP basis net investment income and tax basis net investment income for the
six months ended June 30, 2015 and 2014:



|                                                          |  | Six
    months ended June 30, |       
|--------------------------------------------------------- |  | ----------------------------- | ------
|                                                          |  | 2015                          |       
|GAAP basis
    net investment income                      |  | $                             | 61,128
|Reversal of incentive
    fee accrual on unrealized gains |  |                               | 3,979 
|Tax-basis
    net investment income                       |  | $                             | 65,107





The
determination of the tax attributes of the Company’s distributions is made annually as of the end of the Company’s
fiscal year based upon the Company’s taxable income for the full year and distributions paid for the full year. The actual
tax characteristics of distributions to stockholders are reported to stockholders annually on Form 1099-DIV.



As June
30, 2015 and 2014, the components of accumulated earnings on a tax basis were as follows:





|                                                                        |  | Six months ended June 30, |       
|----------------------------------------------------------------------- |  | ------------------------- | ------
|                                                                        |  | 2015(unaudited)           |       
|Distributable
    ordinary income (income and short-term capital gains) |  | $                         | 5,080 
|Distributable realized
    gains (long-term capital gains)              |  |                           | —     
|Net
    unrealized appreciation (depreciation) on investments           |  |                           | 20,685
|                                                                        |  | $                         | 25,765





The
aggregate cost of the Company’s investments for U.S. federal income tax purposes totaled $3,079,851 and $1,351,838 as of
June 30, 2015 and December 31, 2014, respectively. The aggregate net unrealized appreciation (depreciation) on investments on
a tax basis was $20,106 and $(698) as of June 30, 2015 and December 31, 2014, respectively.



NOTE
6 – INVESTMENT PORTFOLIO



The
following table summarizes the composition of the Company’s investment portfolio at amortized cost and fair value as of
June 30, 2015 and December 31, 2014:





|                                    |  | June
30, 2015

(Unaudited)         |           |  | December
    31, 2014        |  
|----------------------------------- |  | ---------------------------------- | --------- |  | ---------------------------- | -
|                                    |  | Investments
    atAmortizedCost(1) |           |  | Investments
    atFair Value |  
|Senior Secured Loans—First
    Lien |  | $                                  | 1,586,880 |  |                              | $
|Senior Secured Loans—Second Lien    |  |                                    | 243,180   |  |                              |  
|Equity/Other                        |  |                                    | 1,250,000 |  |                              |  
|Total                               |  | $                                  | 3,080,060 |  |                              | $



|(1) | Amortized
    cost represents the original cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable,
    on investments.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------





17





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The
table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio
assets in such industries as of June 30, 2015 and December 31, 2014:





|                                             |  | June
    30, 2015(Unaudited) |           |                        | December
    31, 2014 | 
|-------------------------------------------- |  | ---------------------------- | --------- | ---------------------- | --------------------- | 
|Industry
    Classification                  |  | Fair  Value                  |           | Percentage ofPortfolio |                       | 
|Automotive
    Repair, Services, and Parking |  | $                            | 124,369   |                        |                       | 
|Beverage, Food
    & Tobacco                 |  |                              | 236,651   |                        |                       | 
|Business Services                            |  |                              | 249,375   |                        |                       | 
|Construction Special
    Trade Contractors   |  |                              | —         |                        |                       | 
|Healthcare &
    Pharmaceuticals             |  |                              | 874,016   |                        |                       | 
|High Tech Industries                         |  |                              | 250,937   |                        |                       | 
|Paper and Allied
    Products                |  |                              | 124,374   |                        |                       | 
|Specialty Finance                            |  |                              | 750,000   |                        |                       | 
|Transportation:
    Cargo                    |  |                              | 124,160   |                        |                       | 
|Wholesale Trade-Durable
    Goods            |  |                              | 124,958   |                        |                       | 
|Wholesale Trade-Nondurable
    Goods         |  |                              | 241,117   |                        |                       | 
|Total                                        |  | $                            | 3,099,957 |                        |                       | 







NOTE
7 – FAIR VALUE OF FINANCIAL INSTRUMENTS



Under
existing accounting guidance, fair value is defined as the price that the Company would receive upon selling an investment or
pay to transfer a liability in an orderly transaction to a market participant in the principal or most advantageous market for
the investment. This accounting guidance emphasizes that valuation techniques maximize the use of observable market inputs and
minimize the use of unobservable inputs. Inputs refer broadly to the assumptions that market participants would use in pricing
an asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs
that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained
from sources independent of the Company. Unobservable inputs are inputs that reflect the assumptions market participants would
use in pricing an asset or liability developed based on the best information available in the circumstances.



The
Company classifies the inputs used to measure these fair values into the following hierarchy as defined by current accounting
guidance:



Level
1: Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities.



Level
2: Inputs that are quoted prices for similar assets or liabilities in active markets.



Level
3: Inputs that are unobservable for an asset or liability.



A financial
instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to
the fair value measurement.



As of
June 30, 2015 and December 31, 2014, the Company’s investments were categorized as follows in the fair value hierarchy):





|Valuation
    Inputs                            |  | June
    30, 2015 (Unaudited) |           |  | December
    31, 2014 |  
|----------------------------------------------- |  | ----------------------------- | --------- |  | --------------------- | -
|Level 1—Price quotations in active
    markets  |  | $                             | —         |  |                       | $
|Level 2—Significant other observable
    inputs |  |                               | —         |  |                       |  
|Level 3—Significant
    unobservable inputs     |  |                               | 3,099,957 |  |                       |  
|Total                                           |  | $                             | 3,099,957 |  |                       | $









18





Table of Contents



The
Company’s investments as of June 30, 2015 consisted of debt securities that are traded on a private over-the-counter market
for institutional investors and two equity investments. The Company valued its debt investments by using the midpoint of the prevailing
bid and ask prices from dealers on the date of the relevant period end, which were provided by independent third-party pricing
services and screened for validity by such services. The determination of fair market value for the equity positions were determined
by considering, among other factors, various income scenarios and multiples of earnings before interest, taxes, depreciation and
amortization, or EBITDA, cash flows, net income, revenues or, in one instance, market comparables.



The
Company may periodically benchmark the bid and ask prices it receives from the third-party pricing services against the actual
prices at which the Company purchases and sells its investments. Based on the results of the benchmark analysis and the experience
of the Company’s management in purchasing and selling these investments, the Company believes that these prices are reliable
indicators of fair value. However, because of the private nature of this marketplace (meaning actual transactions are not publicly
reported), the Company believes that these valuation inputs are classified as Level 3 within the fair value hierarchy. The Company’s
board of directors reviewed and approved the valuation determinations made with respect to these investments in a manner consistent
with the Company’s valuation process.



The
following is a reconciliation for the six months ended June 30, 2015 of investments for which significant unobservable inputs
(Level 3) were used in determining fair value (there were no investments for the six months ended June 30, 2014):





|                                                                                                                                                                                                               |  | For the Six
    Months Ended June 30, 2015 |          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------ | ---------
|                                                                                                                                                                                                               |  | SeniorSecured Loans -First Lien            |          
|Fair value at beginning of period                                                                                                                                                                              |  | $                                          | 1,351,932
|Accretion of discount (amortization of
    premium)                                                                                                                                                            |  |                                            | 1,588    
|Net realized gain (loss)                                                                                                                                                                                       |  |                                            | 7,321    
|Net change in unrealized appreciation
    (depreciation)                                                                                                                                                       |  |                                            | 17,448   
|Purchases                                                                                                                                                                                                      |  |                                            | 616,875  
|Paid-in-kind interest                                                                                                                                                                                          |  |                                            | —        
|Sales and redemptions                                                                                                                                                                                          |  |                                            | (390,832 
|Net transfers in or out of Level 3                                                                                                                                                                             |  |                                            | —        
|Fair value at end of period                                                                                                                                                                                    |  | $                                          | 1,604,332
|                                                                                                                                                                                                               |  |                                            |          
|The amount of total gains or losses for
    the period included in changes in net assets attributable to the change in unrealized gains or losses relating to investments
    still held at the reporting date |  | $                                          | 17,448   



The
valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of June
30, 2015 were as follows:





|Asset
    Category                 |  | Fair
    Value |           |  | Primary
    Valuation Technique |               | Unobservable
    Inputs |                          | Range |  |                                                         | Weighted
    Average | 
|---------------------------------- |  | -------------- | --------- |  | ------------------------------- | ------------- | ----------------------- | ------------------------ | ----- |  | ------------------------------------------------------- | -------------------- | 
|Senior Secured First Lien
    Debt |  | $              | 1,604,332 |  |                                 | Market quotes |                         | Indicative dealer quotes |       |  | 96.00
                                         - 101.25 |                      | 
|Senior Secured Second Lien Debt    |  |                | 245,625   |  |                                 | Market quotes |                         | Indicative dealer quotes |       |  | 96.00
                                         - 101.00 |                      | 
|Equity/Other                       |  |                | 1,250,000 |  |                                 | Cost(1)       |                         | NA                       |       |  | N/A                                                     |                      | 
|Total                              |  | $              | 3,099,957 |  |                                 |               |                         |                          |       |  |                                                         |                      | 







(1)
The offerings in which the Company invested were still underway during most of the quarter and cost approximates fair value.



The
valuation techniques and significant unobservable inputs used in recurring Level 3 fair value measurements of assets as of December
31, 2014 were as follows:



|Asset
    Category                 |  | Fair
    Value |           |  | Primary
    Valuation Technique |               | Unobservable
    Inputs |                          | Range |  |                                                         | WeightedAverage | 
|---------------------------------- |  | -------------- | --------- |  | ------------------------------- | ------------- | ----------------------- | ------------------------ | ----- |  | ------------------------------------------------------- | --------------- | 
|Senior Secured First Lien
    Debt |  | $              | 1,351,932 |  |                                 | Market quotes |                         | Indicative dealer quotes |       |  | 95.25
                                         - 100.83 |                 | 
|Senior Secured Second Lien Debt    |  |                | 119,375   |  |                                 | Market quotes |                         | Indicative dealer quotes |       |  | 94.50
                                         - 96.50  |                 | 
|                                   |  | $              | 1,471,307 |  |                                 |               |                         |                          |       |  |                                                         |                 | 







19





Table of Contents





NOTE
8 – FINANCIAL HIGHLIGHTS



The
following is a schedule of financial highlights of the Company for the six months ended June 30, 2015 and the year ended December
31, 2014:





|                                                                                |  | Six
    Months Ended June 30, 2015(Unaudited) |           | Year
Ended 
December 31, 2014 | 
|------------------------------------------------------------------------------- |  | --------------------------------------------- | --------- | ----------------------------- | 
|Per Share Data:                                                                 |  |                                               |           |                               | 
|Net asset value, beginning of period                                            |  | $                                             | 13.50     |                               | 
|Results of operations(1)                                                        |  |                                               |           |                               | 
|Net investment income (loss)                                                    |  |                                               | 0.23      |                               | 
|Net realized and unrealized appreciation (depreciation) on investments          |  |                                               | 0.11      |                               | 
|Net increase (decrease) in net assets resulting from operations                 |  |                                               | 0.34      |                               | 
|Stockholder distributions(2)                                                    |  |                                               |           |                               | 
|Distributions from net investment income                                        |  |                                               | (0.29     | )                             | 
|Distributions from net realized gain on investments                             |  |                                               | (0.02     | )                             | 
|Net decrease in net assets resulting from stockholder distributions             |  |                                               | (0.31     | )                             | 
|Capital share transactions                                                      |  |                                               |           |                               | 
|Issuance of common stock(3)                                                     |  |                                               | 0.01      |                               | 
|Offering costs(1)                                                               |  |                                               | (0.04     | )                             | 
|Net increase (decrease) in net assets resulting from capital share transactions |  |                                               | (0.03     | )                             | 
|Net asset value, end of period                                                  |  | $                                             | 13.50     |                               | 
|Shares outstanding, end of period                                               |  |                                               | 335,571   |                               | 
|Total return(4)                                                                 |  |                                               | 2.3       | %                             | 
|Ratio/Supplemental
    Data:                                                    |  |                                               |           |                               | 
|Net assets, end of period                                                       |  | $                                             | 3,964,616 |                               | 
|Ratio of net investment income to average net assets(5)                         |  |                                               | 2.1       | %                             | 
|Ratio of total operating expenses to average net assets(5)                      |  |                                               | 10.2      | %                             | 
|Ratio of expenses reimbursed by sponsor to average net assets(5)                |  |                                               | 10.2      | %                             | 
|Ratio of expense recoupment payable to sponsor to average net assets(6)         |  |                                               | 0.0       | %                             | 
|Ratio of capital gain incentive fee to average net assets(5)                    |  |                                               | 0.19      | %                             | 
|Ratio of net operating expenses to average net assets(5)                        |  |                                               | 0.0       | %                             | 
|Portfolio turnover(6)                                                           |  |                                               | 12.7      | %                             | 







|(1) | The per share data was derived by using the
    weighted average shares outstanding for the six months ended June 30, 2015 and the year ended December 31, 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The per share data for distributions reflects the actual amount
    of distributions paid per share during the applicable period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(3) | The issuance of common stock on a per share basis reflects the
    incremental net asset value changes as a result of the issuance of shares of common stock in the Company’s continuous
    public offering and pursuant to the Company’s distribution reinvestment plan. The issuance of common stock at an offering
    price, net of sales commissions and dealer manager fees, that is greater than the net asset value per share results in an
    increase in net asset value per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(4) | The total return for each period presented was calculated by taking
    the net asset value per share as of the end of the applicable period, adding the cash distributions per share which were declared
    during the applicable calendar year and dividing the total by the net asset value per share at the beginning of the applicable
    year. The total return does not consider the effect of the sales load from the sale of the Company’s common stock. The
    total return includes the effect of the issuance of shares at a net offering price that is greater than net asset value per
    share, which causes an increase in net asset value per share. The historical calculation of total return in the table should
    not be considered a representation of the Company’s future total return, which may be greater or less than the return
    shown in the table due to a number of factors, including the Company’s ability or inability to make investments in companies
    that meet its investment criteria, the interest rate payable on the debt securities the Company acquires, the level of the
    Company’s expenses, variations in and the timing of the recognition of realized and unrealized gains or losses, the
    degree to which the Company encounters competition in its markets and general economic conditions. As a result of these factors,
    results for any previous period should not be relied upon as being indicative of performance in future periods. The total
    return calculations set forth above represent the total return on the Company’s investment portfolio during the applicable
    period and are calculated in accordance with GAAP. These return figures do not represent an actual return to stockholders.
|(5) | Average net assets in these calculations are exclusive of amounts
    classified as temporary equity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(6) | Portfolio turnover for the six months ended June 30, 2015 is not
    annualized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           







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NOTE
9 – COMMITMENTS AND CONTINGENCIES



Pursuant
to Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”), the Company is required to annually
update the prospectus used in the Offering so that the financial statements and other information contained or incorporated by
reference in the prospectus is not more than sixteen months old. In order to comply with Section 10(a)(3) of the Securities Act,
the Company is required to file a post-effective amendment to its registration statement containing an updated prospectus prior
to April 30th of each year. If the Securities and Exchange Commission (“SEC”) has not declared such post-effective
amendment effective by April 30th of each year, the Company is required to halt its public offering until such time as the SEC
declares the post-effective amendment effective. The Company failed to file the post-effective amendment required to be filed
by April 30, 2014 and continued to offer and sell its shares in the Offering during the period from May 1, 2014 to August 14,
2014, the date the Company suspended the Offering.



As a
result of the Company’s failure to timely update its registration statement as required by Section 10(a)(3) of the Securities
Act, from May 1, 2014 to August 14, 2014, the offer and sale of securities in the Offering during such period may trigger a right
of rescission under the Securities Act for investors that purchased shares of common stock during this period.  Such stockholders
may have the right to rescind their purchase of shares of common stock and require the Company to reacquire their shares at a
price equal to the price originally paid for such shares, plus interest, less the amount of any income (i.e., dividends) received
by the investor on such shares for a period of twelve months after the initial purchase of shares. As of June 30, 2015, the total
amount of equity subscribed during the period that remains redeemable amounted to $609,000. To better ensure that the Company’s
stockholders are not harmed by any claims for rescission, the Company has entered into an indemnification agreement with the Adviser
whereby the Adviser has agreed to provide funds necessary for stockholder claims for rescission if the Company is unable to do
so and to indemnify the Company for certain losses arising from rescission claims. The amount recorded as contingent is net of
the amount indemnified by the Adviser.



The
Company enters into contracts that contain a variety of indemnification provisions. The Company’s maximum exposure under
these arrangements is unknown; however, the Company has not had prior claims or losses pursuant to these contracts. Management
has reviewed the Company’s existing contracts and expects the risk of loss to the Company to be remote.



NOTE
10 – SUBSEQUENT EVENTS



Management
has evaluated all known subsequent events through the date the accompanying financial statements were available to be issued on
August 14, 2015, and notes the following:



For
the period beginning July 1, 2015 and ending August 14, 2015, the Company sold 12,732.81 shares of its common stock for total
gross proceeds of $190,618, including amounts issued pursuant to its distribution reinvestment plan in the amount of $7,118.



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|Item
    2: Management’s Discussion and Analysis of Financial Condition and Results of Operations.
|--------------------------------------------------------------------------------------------------



The
following discussion and analysis should be read in conjunction with our financial statements and related notes and other financial
information appearing elsewhere in this quarterly report on Form 10-Q.



Except
as otherwise specified, references to “we,” “us,” “our,” or the “Company,” refer
to Triton Pacific Investment Corporation, Inc.



Forward-Looking
Statements



Some
of the statements in this quarterly report on Form 10-Q constitute forward-looking statements, which relate to future events or
our performance or financial condition. The forward-looking statements contained in this quarterly report on Form 10-Q involve
risks and uncertainties, including, but not limited to, statements as to:



| | • | our future operating results;                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | our business prospects and the prospects of our portfolio companies;                                                                                   
| | • | changes in the economy;                                                                                                                                
| | • | risk associated with possible disruptions in our operations or
    the economy generally;                                                              
| | • | the effect of investments that we expect to make;                                                                                                      
| | • | our contractual arrangements and relationships with third parties;                                                                                     
| | • | actual and potential conflicts of interest with Triton Pacific
    Adviser, LLC and its affiliates;                                                    
| | • | the dependence of our future success on the general economy and
    its effect on the industries in which we invest;                                   
| | • | the ability of our portfolio companies to achieve their objectives;                                                                                    
| | • | the use of borrowed money to finance a portion of our investments;                                                                                     
| | • | the adequacy of our financing sources and working capital;                                                                                             
| | • | the timing of cash flows, if any, from the operations of our portfolio
    companies;                                                                  
| | • | the ability of Triton Pacific Adviser, LLC and its Sub-Adviser
    to locate suitable investments for us and to monitor and administer our investments;
| | • | the ability of Triton Pacific Adviser, LLC, its Sub-Adviser and
    its affiliates to attract and retain highly talented professionals;                
| | • | our ability to qualify and maintain our qualification as a RIC
    and as a BDC; and                                                                   
| | • | the effect of changes in laws or regulations affecting our operations
    or to tax legislation and our tax position.                                  







Such
forward-looking statements may include statements preceded by, followed by or that otherwise include the words “trend,”
“opportunity,” “pipeline,” “believe,” “comfortable,” “expect,” “anticipate,”
“current,” “intention,” “estimate,” “position,” “assume,” “potential,”
“outlook,” “continue,” “remain,” “maintain,” “sustain,” “seek,”
“achieve,” and similar expressions, or future or conditional verbs such as “will,” “would,”
“should,” “could,” “may,” or similar expressions. The forward looking statements contained
in this annual report involve risks and uncertainties. Our actual results could differ materially from those implied or expressed
in the forward-looking statements for any reason, including the factors set forth as “Risk Factors” in this report
and in our last post-effective, amended registration statement filed on form N-2 dated April 30, 2015, filed with the Securities
and Exchange Commission (the “SEC”) on April 30, 2015.



We
have based the forward-looking statements included in this report on information available to us on the date of this report, and
we assume no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated
in our forward-looking statements, and future results could differ materially from historical performance. Although we undertake
no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise,
you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or
in the future may file with the SEC, including quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports
on Form 8-K.





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Overview



We
are a private equity fund that primarily makes structured equity and debt investments in small to mid-sized private U.S. companies
.. We are structured as a specialty finance company operating as an externally managed, closed-end, non-diversified management
investment company that has elected to be treated as a business development company under the Company Act. Triton Pacific Adviser,
LLC (“Triton Pacific Adviser”), which is a registered investment adviser under the Investment Advisers Act of 1940,
as amended, (the “Advisers Act”) serves as our investment adviser and TFA Associates, LLC serves as our administrator.
Each of these companies is affiliated with Triton Pacific Group, Inc., a private equity investment management firm, and its subsidiary,
Triton Pacific Capital Partners, LLC (“TPCP”), a private equity investment fund management company, each focused on
debt and equity investments in small to mid-sized private companies.



We
intend to primarily make debt investments likely to generate current income and equity investments in small to mid-sized private
U.S. companies either alone or together with other private equity sponsors. Our investment objective is to generate current income
and long term capital appreciation.



Triton
Pacific Adviser is responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing
investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. In addition, we have elected
and intend to annually qualify to be treated, for U.S. federal income tax purposes, as a regulated investment company (“RIC”),
under subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).



We
are offering for sale a maximum of 20,000,000 shares of common stock at an initial price of $15 per share, on a “best efforts”
basis pursuant to a registration statement on Form N-2 filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Offering”). On September 4, 2012 our registration statement was declared effective by
the SEC. On April 30, 2015 we filed our most recent post-effective amendment to our registration statement which was declared
effective by the SEC on April 30, 2015. As of August 14, 2015, we have sold 348,304.30 shares of common stock for gross proceeds
of approximately $5,096,748, including shares issued pursuant to its distribution reinvestment plan in the amount of $49,738,
and 14,315 shares of common stock sold to Triton Pacific Adviser in exchange for gross proceeds of $200,003.



Our
investment objective is to maximize our portfolio’s total return by generating current income from our debt investments and long
term capital appreciation from our equity investments. We will seek to meet our investment objectives by:



-Focusing
primarily on debt and equity investments in small and mid-sized private U.S. companies, which we define as companies with annual
revenue of from $10 million to $ 250 million at the time of investment;



-Leveraging
the experience and expertise of our Adviser, its Sub-Adviser and its affiliates in sourcing, evaluating and structuring transactions;



-Employing
disciplined underwriting policies and rigorous portfolio management;



-Developing
our equity portfolio through our Adviser’s Value Enhancement Program, more fully discussed below in “Investment Objectives
and Policies – Investment Process”; and



-Maintaining
a well balanced portfolio.



We
intend to be active in both debt and equity investing. We will seek to provide current income to our investors through our debt
investments while seeking to enhance our investors’ overall returns through long term capital appreciation of our equity
investments. We intend to be opportunistic in our investment approach, allocating our investments between debt and equity, depending
on:



-Investment
opportunities



-Market
conditions



-Perceived
Risk





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Depending
on the amount of capital we raise in the Offering and subject to subsequent changes in our capital base, we expect that our investments
will generally range between $250,000 and $25 million per portfolio company, although this range may change in the discretion
of our Adviser, subject to oversight by our board of directors. Prior to raising sufficient capital to finance investments in
this range and as a strategy to manage excess cash, we may make smaller and differing types of investments in, for example, high
quality debt securities, and other public and private yield-oriented debt and equity securities, directly and through our Sub-Adviser.



Our
Adviser has engaged ZAIS Group, LLC to act as our investment sub-adviser. ZAIS will assist our Adviser with identifying, evaluating,
negotiating and structuring syndicated debt investments and will make investment recommendations for approval by our Adviser.
ZAIS is a registered investment adviser under the Advisers Act and had approximately $4.1 billion in assets under management as
of March 31, 2015. ZAIS is not an affiliate of us or our Adviser and does not own any of our shares.



We
will generally source our private equity investments through third party intermediaries and our debt investments primarily through
our Sub-Adviser. We will invest only after we conduct a thorough evaluation of the risks and strategic opportunity of an investment
and a price (or interest rate in the case of debt investments) has been established that reflects the intrinsic value of the opportunity.
We will endeavor to identify the best exit strategy for each private equity investment, including methodology (for example, a
sale, company redemption or public offering) and an appropriate time horizon. We will then attempt to build each portfolio company
accordingly to maximize our potential return on investment using such exit strategy or another strategy that may become preferable
due to changing market conditions. We anticipate that the holding period for most of our private equity investments will range
from four to six years, but we will be flexible in order to take advantage of market opportunities or to wait out unfavorable
market conditions.



We
intend to generate the majority of our current income by investing in senior secured loans, second lien secured loans and, to
a lesser extent, subordinated loans of private U.S. companies. We may purchase interests in loans through secondary market transactions
in the “over-the-counter” market for institutional loans or directly from our target companies as primary market investments.
In connection with our debt investments, we may on occasion receive equity interests such as warrants or options as additional
consideration. The senior secured and second lien secured loans in which we invest generally will have stated terms of three to
seven years and any subordinated investments that we make generally will have stated terms of up to ten years. However, there
is no limit on the maturity or duration of any security we may hold in our portfolio. The loans in which we intend to invest are
often rated by a nationally recognized ratings organization, and generally carry a rating below investment grade (rated lower
than “Baa3” by Moody’s Investors Service or lower than “BBB-” by Standard & Poor’s
Corporation- also known as “junk bonds”). However, we may also invest in non-rated debt securities.



As
a BDC, we will be subject to certain regulatory restrictions in making our investments. For example, we generally will not be
permitted to co-invest alongside our Adviser and its affiliates unless we obtain an exemptive order from the SEC or the transaction
is otherwise permitted under existing regulatory guidance, such as syndicated transactions where price is the only negotiated
term, and approval from our independent directors. We are seeking exemptive orders for investments, though there is no assurance
that such exemptions will be granted, and in either instance, conflicts of interests with affiliates of our Adviser might exist.
Should such conflicts of interest arise, we and the Adviser have developed policies and procedures for dealing with such conflicts
which require the Adviser to (i) execute such transactions for all of the participating investment accounts, including the Company’s,
on a fair and equitable basis, taking into account such factors as the relative amounts of capital available for new investments
and the investment programs and portfolio positions of the Company, the clients for which participation is appropriate and any
other factors deemed appropriate and (ii) endeavor to obtain the advice of Adviser personnel not directly involved with the investment
giving rise to the conflict as to such appropriateness and other factors as well as the fairness to all parties of the investment
and its terms. We intend to make all of our investments in compliance with the Company Act and in a manner that will not jeopardize
our status as a BDC or RIC.





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As
a BDC, we are permitted under the Company Act to borrow funds to finance portfolio investments. To enhance our opportunity for
gain, we intend to employ leverage as market conditions permit, but, as required under the Company Act, in no event will our leverage
exceed 50% of the value of our assets. While we have not yet determined the amount of leverage we will use, we do not currently
anticipate that we would approach the 50% maximum level frequently or at all. The use of leverage, although it may increase returns,
may also increase the risk of loss to our investors, particularly if the level of our leverage is high and the value of our investments
declines.



Revenues

We
plan to generate revenue in the form of dividends, interest and capital gains on the debt securities and equity interests that
we hold. In addition, we may generate revenue from our portfolio companies in the form of commitment, origination, structuring
or diligence fees, monitoring fees, fees for providing managerial assistance and possibly consulting fees and performance-based
fees. Any such fees will be recognized as earned.

Expenses

Our
primary operating expenses will be the payment of advisory fees and other expenses under the proposed investment adviser agreement.
The advisory fees will compensate our Adviser for its work in identifying, evaluating, negotiating, executing, monitoring and
servicing our investments.

We
will bear all other expenses of our operations and transactions, including (without limitation) fees and expenses relating to:

-corporate
and organizational expenses relating to offerings of our common stock, subject to limitations included in the investment advisory
and management services agreement;

-the
cost of calculating our net asset value, including the cost of any third-party valuation services;

-the
cost of effecting sales and repurchase of shares of our common stock and other securities;

-investment
advisory fees;

-fees
payable to third parties relating to, or associated with, making investments and valuing investments, including fees and expenses
associated with performing due diligence reviews of prospective investments;

-transfer
agent and custodial fees;

-fees
and expenses associated with marketing efforts;

-federal
and state registration fees;

-federal,
state and local taxes;

-independent
directors’ fees and expenses;

-costs
of proxy statements, stockholders’ reports and notices;

-fidelity
bond, directors and officers/errors and omissions liability insurance and other insurance premiums;

-direct
costs such as printing, mailing, long distance telephone, and staff;

-fees
and expenses associated with independent audits and outside legal costs, including compliance with the Sarbanes-Oxley Act;

-costs
associated with our reporting and compliance obligations under the Company Act and applicable federal and state securities laws;

-brokerage
commissions for our investments;

-legal,
accounting and other costs associated with structuring, negotiating, documenting and completing our investment transactions;

-all
other expenses incurred by our Adviser, in performing its obligations, subject to the limitations included in the investment adviser
agreement; and

-all
other expenses incurred by either our Administrator or us in connection with administering our business, including payments to
our Administrator under the administration agreement that will be based upon our allocable portion of its overhead and other expenses
incurred in performing its obligations under the administration agreement, including rent and our allocable portion of the costs
of compensation and related expenses of our chief executive officer, chief compliance officer and chief financial officer and
their respective staffs.



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Reimbursement
of TFA Associates, LLC for Administrative Services

We
will reimburse TFA Associates for the administrative expenses necessary for its performance of services to us. Such costs will
be reasonably allocated to us on the basis of assets, revenues, time records or other reasonable methods. However, such reimbursement
is made in an amount equal to the lower of the Administrator’s actual costs or the amount that we would be required to pay
for comparable administrative services in the same geographic location. We will not reimburse our Administrator for any services
for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated
to a controlling person of TFA Associates.

Portfolio
and Investment Activity

During
the six months ended June 30, 2015, we made investments in portfolio companies totaling $1,989,375. During the same period, we
sold investments for proceeds of $374,192 and received principal repayments of $16,640. As of June 30, 2015, our investment portfolio,
with a total fair value of $3,099,957, consisted of interests in 14 portfolio companies (52% in first lien senior secured loans,
8% in second lien senior secured loans and 40% in equity). The portfolio companies that comprised our portfolio as of such date
had an average annual EBITDA of approximately $46.9 million. As of June 30, 2015, the investments in our debt portfolio were purchased
at a weighted average price of 98.5% of par or stated value, and the weighted average credit rating of the investments in our
portfolio that were rated (constituting 60% of our portfolio based on the fair value of our investments) was B2 based upon the
Moody’s scale. Our estimated gross annual portfolio yield was 3.9% based upon the amortized cost of our investments and
was 6.5% on the debt portfolio alone. Our gross annual portfolio yield represents the expected yield to be generated by us on
our investment portfolio based on the composition of our portfolio as of June 30, 2015. The portfolio yield does not represent
an actual investment return to stockholders.

Total
Portfolio Activity



The
following tables present certain selected information regarding our portfolio investment activity for the three and six months
ended June 30, 2015:





|                           |  |   |                                     |   |  |                                    |           |  
|-------------------------- |  | - | ----------------------------------- | - |  | ---------------------------------- | --------- | -
|Net Investment Activity    |  |   | Three
    months endedJune 30, 2015 |   |  | Six
    months ended
June 30, 2015 |          
|Purchases                  |  | $ | 1,246,875                           |   |  | $                                  | 1,989,375 |  
|Sales
    and Redemptions  |  |   | (275,106                            | ) |  |                                    | (390,832  | )
|Net
    Portfolio Activity |  | $ | 971,769                             |   |  | $                                  | 1,598,543 |  



The
following table presents the composition of the total purchases for the three and six months ended June 30, 2015:

|                                    |  |                                      |           |  |                                    |  |     |           |  |   |                              |  |  |  |     |  
|----------------------------------- |  | ------------------------------------ | --------- |  | ---------------------------------- |  | --- | --------- |  | - | ---------------------------- |  |  |  | --- | -
|                                    |  | Three
    months ended June 30, 2015 |           |  | Six
    months ended June 30, 2015 | 
|                                    |  | Purchases                            |           |  | Percentage
    of  Portfolio       |  |     | Purchases |  |   | Percentage
    of  Portfolio | 
|Senior Secured Loans—First
    Lien |  | $                                    | 246,875   |  |                                    |  | 20  | %         |  | $ | 616,875                      |  |  |  | 31  | %
|Senior Secured Loans—Second Lien    |  |                                      | 0         |  |                                    |  | 0   | %         |  |   | 122,500                      |  |  |  | 6   | %
|Equity/Other                        |  |                                      | 1,000,000 |  |                                    |  | 80  | %         |  |   | 1,250,000                    |  |  |  | 63  | %
|Total                               |  | $                                    | 1,246,875 |  |                                    |  | 100 | %         |  | $ | 1,989,375                    |  |  |  | 100 | %





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The
following tables summarize the composition of our investment portfolio at amortized cost and fair value as of June 30, 2015 and
December 31, 2014:

|                                     |  |                                      |           |  |                               |   |           |                                               |  |  |                                      |   |  |                               |           |  |                                              |   |           |  |  |  |     |  
|------------------------------------ |  | ------------------------------------ | --------- |  | ----------------------------- | - | --------- | --------------------------------------------- |  |  | ------------------------------------ | - |  | ----------------------------- | --------- |  | -------------------------------------------- | - | --------- |  |  |  | --- | -
|                                     |  | June
    30, 2015 (Unaudited)        |           |  | December
    31, 2014         |  
|                                     |  | Investments
    at Amortized
Cost(1) |           |  | Investments
    at Fair Value |   |           | Fair
    Value Percentage of  Total Portfolio |  |  | Investments
    at Amortized
Cost(1) |   |  | Investments
    at Fair Value |           |  | Fair
    Value Percentage of Total Portfolio |  
|Senior
    Secured Loans—First Lien  |  | $                                    | 1,586,880 |  |                               | $ | 1,604,332 |                                               |  |  | 52                                   | % |  | $                             | 1,351,927 |  |                                              | $ | 1,351,932 |  |  |  | 92  | %
|Senior Secured Loans—Second
    Lien |  |                                      | 243,180   |  |                               |   | 245,625   |                                               |  |  | 8                                    | % |  |                               | 120,167   |  |                                              |   | 119,375   |  |  |  | 8   | %
|Equity/Other                         |  |                                      | 1,250,000 |  |                               |   | 1,250,000 |                                               |  |  | 40                                   | % |  |                               | —         |  |                                              |   | —         |  |  |  | 0   | %
|Total                                |  | $                                    | 3,080,060 |  |                               | $ | 3,099,957 |                                               |  |  | 100                                  | % |  | $                             | 1,472,094 |  |                                              | $ | 1,471,307 |  |  |  | 100 | %










|(1) | Amortized cost represents the original
    cost adjusted for the amortization of premiums and/or accretion of discounts, as applicable, on investments.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------







|                                                                             |  | June
    30, 2015 |  | December 31, 2014
|---------------------------------------------------------------------------- |  | ----------------- |  | -----------------
|Number
    of Portfolio Companies                                            |  | 14                |  | 10               
|%
    Variable Rate (based on fair value)                                    |  | 60.0%             |  | 100.0%           
|%
    Fixed Rate (based on fair value)                                       |  | 0.0%              |  | 0.0%             
|%
    Non-Income Producing Equity or Other Investments (based on fair value) |  | 40.0%             |  | 0.0%             
|Average
    Annual EBITDA of Portfolio Companies                             |  | $46.9MM           |  | $96.0 MM         
|Weighted
    Average Credit Rating of Investments that were Rated            |  | B2                |  | B2               
|%
    of Investments on Non-Accrual                                          |  | —                 |  | —                
|Gross
    Portfolio Yield Prior to Leverage (based on amortized cost)        |  | 3.9%              |  | 6.0%             







The
table below describes investments by industry classification and enumerates the percentage, by fair value, of the total portfolio
assets in such industries as of June 30, 2015 and December 31, 2014:

|                                             |  |                              |           |  |                              |  |       |           |  |   |                              |  |  |  |       |  
|-------------------------------------------- |  | ---------------------------- | --------- |  | ---------------------------- |  | ----- | --------- |  | - | ---------------------------- |  |  |  | ----- | -
|                                             |  | June
    30, 2015(Unaudited) |           |  | December 31, 2014            | 
|Industry
    Classification                  |  | FairValue                    |           |  | Percentage of
     Portfolio |  |       | FairValue |  |   | Percentage of
     Portfolio | 
|Automotive Repair, Services,
    and Parking |  | $                            | 124,369   |  |                              |  | 4.0   | %         |  | $ | 124,738                      |  |  |  | 8.5   | %
|Beverage, Food & Tobacco                     |  |                              | 236,651   |  |                              |  | 7.6   | %         |  |   | 237,566                      |  |  |  | 16.1  | %
|Business Services                            |  |                              | 249,375   |  |                              |  | 8.0   | %         |  |   | —                            |  |  |  | 0.0   | %
|Construction Special Trade Contractors       |  |                              | —         |  |                              |  | 0.0   | %         |  |   | 246,258                      |  |  |  | 16.8  | %
|Healthcare & Pharmaceuticals                 |  |                              | 874,016   |  |                              |  | 28.3  | %         |  |   | 124,063                      |  |  |  | 8.4   | %
|High Tech Industries                         |  |                              | 250,937   |  |                              |  | 8.1   | %         |  |   | 121,563                      |  |  |  | 8.3   | %
|Paper and Allied Products                    |  |                              | 124,374   |  |                              |  | 4.0   | %         |  |   | 124,221                      |  |  |  | 8.4   | %
|Specialty Finance                            |  |                              | 750,000   |  |                              |  | 24.3  | %         |  |   | —                            |  |  |  | 0.0   | %
|Transportation: Cargo                        |  |                              | 124,160   |  |                              |  | 4.0   | %         |  |   | 123,075                      |  |  |  | 8.4   | %
|Wholesale Trade-Durable Goods                |  |                              | 124,958   |  |                              |  | 4.0   | %         |  |   | 124,219                      |  |  |  | 8.4   | %
|Wholesale Trade-Nondurable
    Goods         |  |                              | 241,117   |  |                              |  | 7.7   | %         |  |   | 245,604                      |  |  |  | 16.7  | %
|Total                                        |  | $                            | 3,099,957 |  |                              |  | 100.0 | %         |  | $ | 1,471,307                    |  |  |  | 100.0 | %



We
do not “control” any of our portfolio companies, each as defined in the Company Act. We are an affiliate of two portfolio
companies, Javlin Capital, LLC (held through TPJ Holdings, Inc.) and Injured Workers Pharmacy, LLC (held through ACON IWP Investors
I, L..L.C) In general, under the Company Act, we would be presumed to “control” a portfolio company if we owned 25%
or more of its voting securities and would be an “affiliate” of a portfolio company if we owned 5% or more of its
voting securities.





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Portfolio
Asset Quality



In
addition to various risk management and monitoring tools, our Subadviser uses an investment rating system to characterize and
monitor the expected level of returns on each investment in our debt portfolio. All of the investments included in our Subadviser’s
rating systems refer to non-rated debt securities or rated debt securities that carry a rating below investment grade (rated lower
than “Baa3” by Moody’s Investors Service or lower than “BBB-” by Standard & Poor’s
Corporation also known as “junk bonds”).  These ratings are on a scale of 1 to 8 as follows:

| | 1 | Strongest– highest quality obligors, minimal medium term default risk; possibly moving towards investment grade status.
| | - | -----------------------------------------------------------------------------------------------------------------------

| | 2 | Strong– high quality obligors, but not likely to move towards investment grade in the medium term; performing at or in excess
of expected levels; solid liquidity; conservative credit statistics.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3 | Solid– credits of with a history of performing with leverage (repeat issuers); moderate credit statistics currently performing
at or in excess of expected levels; solid liquidity; no expectation of covenant defaults or third party ratings downgrades.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4 | Above
Average – credits new to the leveraged loan universe; currently performing within a range of expected performance; moderate
to aggressive credit statistics.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5 | Below
Average – credits new to the leveraged loan universe; currently performing within a range of expected performance; aggressive
credit statistics or weak industry characteristics.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6 | Watching
Closely– Credits placed in this category are experiencing potential liquidity problems but the issues are
not imminent (more than 12 months).
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | 7 | Distressed– Credits placed in this category are experiencing nearer-term liquidity problems (within 12 months).
| | - | ---------------------------------------------------------------------------------------------------------------

| | 8 | Defaulted– Credits placed in this category have experienced either a technical or actual payment default which may require a
write-down within our respective portfolios.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | The | following
                                         table shows the distribution of our debt investments on the 1 to 8 scale at fair value
                                         as of June 30, 2015 and December 31, 2014:
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                      |  |  |                   |           |  |                       |  |       |                |  |   |            |  |  |  |       |  
|--------------------- |  |  | ----------------- | --------- |  | --------------------- |  | ----- | -------------- |  | - | ---------- |  |  |  | ----- | -
|                      |  |  | June
    30, 2015 |           |  | December 31,
    2014 | 
|Investment
    Rating |  |  | Fair
    Value    |           |  | Percentage            |  |       | Fair
    Value |  |   | Percentage | 
|1                     |  |  | $                 | —         |  |                       |  | 0.0   | %              |  | $ | —          |  |  |  | 0.0   | %
|2                     |  |  |                   | —         |  |                       |  | 0.0   | %              |  |   | 124,063    |  |  |  | 8.4   | %
|3                     |  |  |                   | 251,052   |  |                       |  | 13.6  | %              |  |   | 608,043    |  |  |  | 41.3  | %
|4                     |  |  |                   | 1,103,679 |  |                       |  | 59.6  | %              |  |   | 614,463    |  |  |  | 41.8  | %
|5                     |  |  |                   | 495,226   |  |                       |  | 26.8  | %              |  |   | 124,738    |  |  |  | 8.5   | %
|6                     |  |  |                   | —         |  |                       |  | 0.0   | %              |  |   | —          |  |  |  | 0.0   | %
|7                     |  |  |                   | —         |  |                       |  | 0.0   | %              |  |   | —          |  |  |  | 0.0   | %
|8                     |  |  |                   | —         |  |                       |  | 0.0   | %              |  |   | —          |  |  |  | 0.0   | %
|                      |  |  | $                 | 1,849,957 |  |                       |  | 100.0 | %              |  | $ | 1,471,307  |  |  |  | 100.0 | %



Results
of Operations

We
commenced operations on June 25, 2014, when we raised in excess of $2,500,000 in accordance with our minimum offering requirement.
Prior to satisfying the minimum offering requirement, we had no operations except for matters relating to our organization and
registration as a non-diversified, closed-end management investment company. Additionally, investment in portfolio companies did
not commence until October 1, 2014. As a result, no comparisons with the comparable period for have been included for some items.

Investment
Income

For
the three months ended June 30, 2015 and 2014, we generated $32,598 and $38, respectively, in investment income in the form of
interest and fees earned on senior secured loans. Such revenues represent $31,458 of cash income and $1,140 in non-cash portions
related to the accretion of discounts for the three months ended June 30, 2015. We expect the dollar amount of interest that we
earn to increase as the size of our investment portfolio increases.



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For
the six months ended June 30, 2015 and 2014, we generated $61,128 and $38, respectively, in investment income in the form of interest
and fees earned on senior secured loans. Such revenues represent $59,027 of cash income and $2,101 in non-cash portions related
to the accretion of discounts for the six months ended June 30, 2015.



Operating
Expenses



Total
operating expenses before reimbursement from the sponsor and management fee waiver totaled $166,549 and $86,041 for the three
months ended June 30, 2015 and 2014, respectively, and consisted of base management fees, adviser and administrator reimbursements,
professional fees, insurance expense, directors’ fees and other general and administrative fees. The base management fees
for the quarters were $20,933 and $13,564, respectively, and the incentive fees for the quarters were $(521) and $0, respectively.
Pursuant to the Expense Reimbursement Agreement (discussed below), the sponsor reimbursed the Company $166,549 and $86,003 for
the three months ended June 30, 2015 and 2014.



Total
operating expenses before reimbursement from the sponsor and management fee waiver totaled $300,850 and $170,272 for the six months
ended June 30, 2015 and 2014, respectively, and consisted of base management fees, adviser and administrator reimbursements, professional
fees, insurance expense, directors’ fees and other general and administrative fees. The base management fees for the periods
were $39,341 and $23,350, respectively, and the incentive fees for the quarters were $5,443 and $0, respectively. Pursuant to
the Expense Reimbursement Agreement (discussed below), the sponsor reimbursed the Company $300,850 and $170,272 for the three
months ended June 30, 2015 and 2014.



Our
other general and administrative expenses totaled $4,154 and $5,558 for the three months ended June 30, 2015 and 2014, respectively,
and $6,504 and $7,271 for the six months ended June 30, 2015and 2014, respectively, and consisted of the following:





|                         |  | Three months ended |       |  | Three months ended |   |       | Six months ended  |  |   | Six months ended  | 
|------------------------ |  | ------------------ | ----- |  | ------------------ | - | ----- | ----------------- |  | - | ----------------- | 
|                         |  | June
    30, 2015  |       |  | June
    30, 2014  |   |       | June
    30, 2015 |  |   | June
    30, 2015 | 
|Licenses
    and permits |  | $                  | —     |  |                    | $ | 99    |                   |  | $ | 239               | 
|Printing fees            |  |                    | 1,670 |  |                    |   | 2,912 |                   |  |   | 2,848             | 
|Travel expenses          |  |                    | 2,042 |  |                    |   | 1,217 |                   |  |   | 2,042             | 
|Other                    |  |                    | 442   |  |                    |   | 1,330 |                   |  |   | 1,375             | 
|Total                    |  | $                  | 4,154 |  |                    | $ | 5,558 |                   |  | $ | 6,504             | 



Net
Investment Income



Our
net investment income totaled $32,598 ($0.11 per share based on weighted average shares outstanding) for the three months ended
June 30, 2015 and $61,128 ($0.23 per share based on weighted average shares outstanding) for the six months ended June 30, 2015.
Our net investment income was $0 for the three and six months ended June 30, 2014.



Net
Realized Gains/Losses from Investments



We
measure realized gains or losses by the difference between the net proceeds from the disposition and the amortized cost basis
of investment, without regard to unrealized gains or losses previously recognized.



For
the three and six months ended June 30, 2015, we sold investments and received principal payments of $275,106 and $390,832, from
which we realized a net gain of $3,779 and $7,321, respectively. There was no portfolio activity for the same periods in 2014.





Net
Unrealized Appreciation/Depreciation on Investments



Net
change in unrealized appreciation on investments reflects the net change in the fair value of our investment portfolio. For the
three and six months ended June 30, 2015, net changes in unrealized appreciation were $(6,384) and $20,685, respectively. There
was no portfolio activity for the same periods in 2014.



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Changes
in Net Assets from Operations



For
the three and six months ended June 30, 2015, we recorded a net income of $29,993 and $89,134, respectively, versus net income
of $0 for the three and six months ended June 30, 2014.



Based
on 289,359 and 262,770 weighted average common shares outstanding for the three and six months ended June 30, 2015, basic and
diluted, our per share net increase in net assets resulting from operations was $0.10 and $0.34.



Based
on 23,511 and 19,187 weighted average common shares outstanding for the three and six months ended June 30, 2014, basic and diluted,
respectively, our per share net increase in net assets resulting from operations was $0 and $0, respectively.



Financial
Condition, Liquidity and Capital Resources



We
generate cash primarily from the net proceeds of our offering, and from cash flows from fees (such as management fees), interest
and dividends earned from our investments and principal repayments and proceeds from sales of our investments. Our primary use
of funds is investments in companies, and payments of our expenses and distributions to holders of our common stock.



The
offering of our common stock represents a continuous offering of our shares. We have filed post-effective amendments to the registration
statement to allow us to continue our offering for three years. The Dealer Manager is not required to sell any specific number
or dollar amount of shares but will use its best efforts to sell the shares offered. The minimum investment in shares of our common
stock is $5,000. Effective June 25, 2014, we received subscriptions aggregating at least $2.5 million worth of shares of our common
stock. As a result, the proceeds held in escrow, plus interest, were released to us.



We
will sell our shares on a continuous basis at a price of $15.00 per share; however, to the extent our net asset value increases,
we will sell at a price necessary to ensure that shares are not sold at a price per share, after deduction of selling commissions
and dealer manager fees, that is below our net asset value per share. . In connection with each closing, our board of directors
or a committee thereof is required, within 48 hours of the time that each closing and sale is made, to make the determination
that we are not selling shares of any class of our common stock at a price per share which, after deducting upfront selling commissions,
if any, is below the then-current net asset value per share of the applicable class. Promptly following any such adjustment to
the offering price per share, we will file a prospectus supplement with the SEC disclosing the adjusted offering price, and we
appropriately publish the updated information. The Dealer Manager for this offering is an affiliate of our Adviser.



During
the six months ended June 30, 2015, we sold 106,097.25 shares of our common stock for gross proceeds of $1,434,557 at an average
price per share of $14.72. The gross proceeds received during the six months ended June 30, 2015 include reinvested stockholder
distributions of $42,620 for which we issued 2,990.90 shares of common stock. During the six months ended June 30, 2015, we also
incurred offering costs of $9,922 in connection with the sale of our common stock, which consisted primarily of legal, due diligence
and printing fees. The offering costs were offset against capital in excess of par value on our financial statements. The sales
commissions and dealer manager fees related to the sale of our common stock were $127,352 for the six months ended June 30, 2015.
These sales commissions and fees include $33,359 retained by the dealer manager, Triton Pacific Securities, LLC, which is an affiliate
of the Company.



We
may borrow funds to make investments at any time, including before we have fully invested the proceeds of our offering, to the
extent we determine that additional capital would allow us to take advantage of investment opportunities, or if our board of directors
determines that leveraging our portfolio would be in our best interests and the best interests of our stockholders. We have not
yet decided, however, whether, and to what extent, we will finance portfolio investments using debt. We do not currently anticipate
issuing any preferred stock.





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Contractual
Obligations



We
have entered into certain contracts under which we have material future commitments. On July 27, 2012, we entered into the investment
advisory agreement with Triton Pacific Adviser, LLC in accordance with the Company Act. The investment advisory agreement became
effective on June 25, 2014, the date that we met the minimum offering requirement. Triton Pacific Adviser serves as our investment
advisor in accordance with the terms of our investment advisory agreement. Payments under our investment advisory agreement in
each reporting period will consist of (i) a management fee equal to a percentage of the value of our gross assets and (ii) a capital
gains incentive fee based on our performance.



On
July 27, 2012, we entered into the administration agreement with TFA Associates, LLC pursuant to which TFA Associates furnishes
us with administrative services necessary to conduct our day-to-day operations. TFA Associates is reimbursed for administrative
expenses it incurs on our behalf in performing its obligations. Such costs are reasonably allocated to us on the basis of assets,
revenues, time records or other reasonable methods. We do not reimburse TFA Associates for any services for which it receives
a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling
person of TFA Associates. At the time of our offering, our Administrator has contracted with Bank of New York Mellon and affiliated
entities to provide additional administrative services, while we have directly engaged Bank of New York Mellon and affiliated
entities to act as our custodian. We have also contracted with Gemini Fund Services to act as our transfer agent, plan administrator,
distribution paying agent and registrar.



If
any of our contractual obligations discussed above are terminated, our costs may increase under any new agreements that we enter
into as replacements. We would also likely incur expenses in locating alternative parties to provide the services we expect to
receive under the investment advisory agreement and administration agreement. Any new investment advisory agreement would also
be subject to approval by our stockholders.



Off-Balance
Sheet Arrangements



Other
than contractual commitments and other legal contingencies incurred in the normal course of our business, we do not have any off-balance
sheet financings or liabilities.



Distributions



We
elected to be treated, beginning with our fiscal year ending December 31, 2012, and intend to qualify annually, as a RIC under
the Code. To obtain and maintain RIC tax treatment, we must, among others things, distribute at least 90% of our net ordinary
income and net short-term capital gains in excess of net long-term capital losses, if any, to our stockholders. In order to avoid
certain excise taxes imposed on RICs, we must distribute during each calendar year an amount at least equal to the sum of: (i)
98% of our ordinary income for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year
period generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year) and (iii)
any ordinary income and net capital gains for preceding years that were not distributed during such years and on which we paid
no federal income tax.



While
we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise
tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the
tax. In that event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.



Commencing
in the second quarter of 2015, and subject to our board of directors’ discretion and applicable legal restrictions, our
board of directors intends to authorize and declare a monthly distribution amount per share of our common stock. We will then
calculate each stockholder’s specific distribution amount for the month using record and declaration dates, and your distributions
will begin to accrue on the date we accept your subscription for shares of our common stock. From time to time, we may also pay
interim distributions at the discretion of our board. Each year a statement on Internal Revenue Service Form 1099-DIV (or any
successor form) identifying the source of the distribution (i.e., paid from ordinary income, paid from net capital gain on the
sale of securities, and/or a return of paid-in capital surplus which is a nontaxable distribution) will be mailed to our stockholders.
Our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from
our offering. As a result, a portion of the distributions we make may represent a return of capital for tax purposes.





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We
have adopted an “opt in” distribution reinvestment plan for our common stockholders. As a result, when we make a distribution,
stockholders will receive distributions in cash unless they specifically “opt in” to the distribution reinvestment
plan so as to have their cash distributions reinvested in additional shares of our common stock. Any distributions reinvested
under the plan will nevertheless remain taxable to U.S. stockholders.



The
following table reflects the cash distributions per share that we have declared and paid on our common stock through June 30,
2015:





|                             |  |  | Distribution |        
|---------------------------- |  |  | ------------ | -------
|For
    the Six Months Ended |  |  | Per Share    |        
|Fiscal 2015                  |  |  |              |        
|January
    20, 2015         |  |  | $            | 0.07545
|April 13, 2015               |  |  | $            | 0.11600
|April 29, 2015               |  |  | $            | 0.04000
|May 29, 2015                 |  |  | $            | 0.04000
|June 29, 2015                |  |  | $            | 0.04000





Our
distributions previously were paid quarterly in arrears.  On January 15, 2015, our Board declared a quarterly cash distribution
for the fourth quarter of 2014 of $0.07545 per share payable on January 30, 2015, to shareholders of record as of January 20,
2015. In addition, on April 2, 2015, our Board declared a cash distribution for the first quarter of 2015 of $0.116 per share
payable on April 13, 2015, to shareholders of record as of April 6, 2015. Commencing in April 2015, and subject to our board
of directors’ discretion and applicable legal restrictions, our board of directors began to authorize and declare a monthly
distribution amount per share of our common stock, payable in advance.  We then calculate each stockholder’s specific
distribution amount for the month using record and declaration dates, and your distributions will begin to accrue on the date
we accept your subscription for shares of our common stock.  On July 16, our board declared a distribution of $0.04
per share payable to shareholders of record on July 30, 2015.  No distributions were declared for the years ended December
31, 2013 and 2012.



The
Company may fund its cash distributions to stockholders from any sources of funds legally available to it, including offering
proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets, non-capital gains
proceeds from the sale of assets, dividends or other distributions paid to the Company on account of preferred and common equity
investments in portfolio companies and expense reimbursements from the Adviser. The Company has not established limits on the
amount of funds it may use from available sources to make distributions.



The
following table reflects the sources of the cash distributions on a tax basis that the Company paid on its common stock during
the six months ended June 30, 2015 (no distributions were paid during the six months ended June 30, 2014):





|                                                              |  | Six
    months ended March 31, 2015 |       
|------------------------------------------------------------- |  | ----------------------------------- | ------
|Source
    of Distribution                                    |  | DistributionAmount                  |       
|Offering proceeds                                             |  | $                                   | —     
|Borrowings                                                    |  |                                     | —     
|Net investment income(1)                                      |  |                                     | 77,338
|Short-term capital gains proceeds from
    the sale of assets |  |                                     | 4,119 
|Long-term capital gains proceeds from
    the sale of assets  |  |                                     | —     
|Total                                                         |  | $                                   | 81,457



|    |                                                                                                                                                                                                    |  |  | 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | 
|(1) | During the six months ended June 30, 2015, 97.6% of the Company’s gross
    investment income was attributable to cash income earned, and 2.4% was attributable to non-cash accretion of discount.





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Related
Party Transactions



We
have entered into an investment and advisory agreement with Triton Pacific Adviser in which our senior management holds equity
interest. Members of our senior management also serve as principals of other investment managers affiliated with Triton Pacific
Adviser that do and may in the future manage investment funds, accounts or other investment vehicles with investment objectives
similar to ours.



We
have entered into an administration agreement with TFA Associates in which our senior management holds equity interest and acts
as principals.



We
have entered into a dealer manager agreement with Triton Pacific Securities, LLC and pay them a fee of up to 10% of gross proceeds
raised in the offering, some of which will be re-allowed to other participating broker-dealers. Triton Pacific Securities, LLC
is an affiliated entity of Triton Pacific Adviser.



We
have entered into a license agreement with Triton Pacific Group, Inc. under which Triton Pacific Group, Inc. has granted us a
non-exclusive, royalty-free license to use the name “Triton Pacific” for specified purposes in our business. Under
this agreement, we have the right to use the “Triton Pacific” name, subject to certain conditions, for so long as
Triton Pacific Adviser or one of its affiliates remains our investment advisor. Other than with respect to this limited license,
we have no legal right to the “Triton Pacific” name.



We
have entered into an expense support and conditional reimbursement agreement with Triton Pacific Adviser pursuant to which the
Adviser will pay up to 100% of the Company’s organization, offering and operating expenses, subject to repayment by us to
the Adviser, in order for the Company to achieve a reasonable level of expenses relative to its investment income, as determined
by the Company and the Adviser. (See “Expense Reimbursement Agreement”, below)



Management
Fee



Pursuant
to the investment adviser agreement, we pay our Adviser a fee for investment advisory and management services consisting of a
base management fee and an incentive fee.



The
base management fee is calculated at a quarterly rate of 0.5% of our average gross assets (including amounts borrowed for investment
purposes) and payable quarterly in arrears. For the first quarter of our operations, the base management fee was calculated based
on the initial value of our gross assets. Subsequently, the base management fee for any calendar quarter is calculated based on
the average value of our gross assets at the end of that and the immediately preceding quarters, appropriately adjusted for any
share issuances or repurchases during that quarter. The base management fee may or may not be taken in whole or in part at the
discretion of our Adviser. All or any part of the base management fee not taken as to any quarter shall be accrued without interest
and may be taken in such other quarter as our Adviser shall determine. The base management fee for any partial quarter will be
appropriately pro-rated.



Though,
in accordance with the Advisers Act, the Adviser could have received an incentive fee on both current income earned and income
from capital gains, the Adviser has agreed to waive any incentive fees from current income. As such, the Adviser will be paid
an incentive fee only upon the realization of a capital gain from the sale of an investment. The incentive fee will be calculated
and payable quarterly in arrears or as of the date of our liquidation or the termination of the investment adviser agreement,
and will equal 20% of our realized capital gains on a cumulative basis from inception through the end of each quarter, computed
net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any
previously paid capital gain incentive fees.





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For
purposes of the foregoing: (1) the calculation of the incentive fee shall include any capital gains that result from cash distributions
that are treated as a return of capital, (2) any such return of capital will be treated as a decrease in our cost basis for the
relevant investment and (3) all fiscal year-end valuations will be determined by us in accordance with GAAP, applicable provisions
of the Company Act and our pricing procedures. In determining the incentive fee payable to our Adviser, we will calculate the
aggregate realized capital gains, aggregate realized capital losses and aggregate unrealized capital depreciation, as applicable,
with respect to each of the investments in our portfolio. For this purpose, aggregate realized capital gains, if any, will equal
the sum of the positive differences between the net sales prices of our investments, when sold, and the cost of such investments
since inception. Aggregate realized capital losses will equal the sum of the amounts by which the net sales prices of our investments,
when sold, is less than the original cost of such investments since inception. Aggregate unrealized capital depreciation will
equal the sum of the difference, if negative, between the valuation of each investment as of the applicable date and the original
cost of such investment. At the end of the applicable period, the amount of capital gains that serves as the basis for our calculation
of the capital gains incentive fee will equal the aggregate realized capital gains less aggregate realized capital losses and
less aggregate unrealized capital depreciation with respect to our portfolio investments. If this number is positive at the end
of such period, then the incentive fee for such period will be equal to 20% of such amount, less the aggregate amount of any incentive
fees paid in all prior periods.



The
organizational and offering expense and other expense reimbursements may include a portion of costs incurred by our Adviser or
its members or affiliates on our behalf for legal, accounting, printing and other offering expenses, including for marketing,
salaries and direct expenses of its employees, employees of its affiliates and others while engaged in registering and marketing
the shares of our common stock, which shall include development of marketing and marketing presentations and training and educational
meetings and generally coordinating the marketing process for us and may also include amounts reimbursed by us to our Dealer Manager
for actual bona fide due diligence expenses incurred by our Dealer Manager or participating broker-dealers in an aggregate amount
that is reasonable in relation to the gross proceeds raised in our offering and which are supported by detailed, itemized invoices.
None of the reimbursements referred to above will exceed actual expenses incurred by our Adviser, its members or affiliates. Our
Adviser will reimburse to us, without recourse or reimbursement by us, any organizational and offering expenses to the extent
those expenses, when aggregated with sales load, exceed 15.0%.



Expense
Reimbursement Agreement



On
March 27, 2014, we and our Adviser agreed to an Expense Support and Conditional Reimbursement Agreement, or the Expense Reimbursement
Agreement. The Expense Reimbursement Agreement was amended and restated effective November 17, 2014. Under the Expense Reimbursement
Agreement, as amended, our Adviser, in consultation with the Company, will pay up to 100% of both our organizational and offering
expenses and our operating expenses, all as determined by us and our Adviser. As used in the Expense Reimbursement Agreement,
operating expenses refer to third party operating costs and expenses incurred by us, as determined under generally accepted accounting
principles for investment management companies. Organizational and offering expenses include expenses incurred in connection with
the organization of our company and expenses incurred in connection with our offering, which are recorded as a component of equity.
The Expense Reimbursement Agreement states that until the net proceeds to us from our offering are at least $25 million, our Adviser
will pay up to 100% of both our organizational and offering expenses and our operating expenses. After we received at least $25
million in net proceeds from our offering, our Adviser may, with our consent, continue to make expense support payments to us
in such amounts as are acceptable to us and our Adviser. Any expense support payments shall be paid by the Adviser to the Company
in any combination of cash, and/or offsets against amounts otherwise due from the Company to the Adviser.



Under
the Expense Reimbursement Agreement as amended, once we have received at least $25 million in net proceeds from our offering,
during any quarter occurring within three years of the date on which our Adviser funded
any expense support payments,we are required to reimburse our Adviser for any expense support payments we received from
them. However, with respect to any expense support payments attributable to our operating expenses,(i)
we will only reimburse our Adviser for expense support payments made by our Adviser to the extent that the payment of such reimbursement
(together with any other reimbursement paid during such fiscal year) does not cause “other operating expenses” (as
defined below) (on an annualized basis and net of any expense reimbursement payments received by us during such fiscal year) to
exceed the percentage of our average net assets attributable to shares of our common stock represented by “other operating
expenses” during the fiscal year in which such expense support payment from our Adviser was made (provided, however, that
this clause (i) shall not apply to any reimbursement payment which relates to an expense support payment from our Adviser
made during the same fiscal year); and (ii) we will not reimburse our Adviser for expense support payments made by our Adviser
if the annualized rate of regular cash distributions declared by us at the time of such reimbursement payment is less than the
annualized rate of regular cash distributions declared by us at the time our Adviser made the expense support payment to which
such reimbursement relates. “Other operating expenses” means our total operating expenses excluding base management
fees, incentive fees, organization and offering expenses, financing fees and costs, interest expense, brokerage commissions and
extraordinary expenses.





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In
addition, with respectto any expense support payment attributable
to our organizational and offering expenses,we will only reimburse our Adviser for expense
support payments made by our Adviser to the extent that the payment of such reimbursement (together with any other reimbursement
for organizational and offering expenses paid during such fiscal year) is limited to 15% of cumulative gross sales proceeds including
the sales load (or dealer manager fee) paid by us.



Under
the Expense Reimbursement Agreement, any unreimbursed expense support payments may be reimbursed by us within a period not to
exceed three years from the date each respective expense support payment is made.



We
or our Adviser may terminate the expense reimbursement agreement at any time upon thirty days’ written notice, however,
our Adviser has indicated that it expects to continue such reimbursements until it deems that we have achieved economies of scale
sufficient to ensure that we bear a reasonable level of expenses in relation to our income. The expense reimbursement agreement
will automatically terminate upon termination of the Investment Advisory Agreement or upon our liquidation or dissolution.



The
Expense Reimbursement Agreement is, by its terms, effective retroactively to our inception date of April 29, 2011. As a result,
our Adviser has agreed to reimburse a total of $2,275,215 as of June 30, 2015, which amounts have consisted of offsets against
amounts owed by us to our Adviser since our inception.



Below
is a table that provides information regarding expense support payments incurred by our Adviser pursuant to the Expense Support
Agreement as well as other information relating to our ability to reimburse our Adviser for such payments.



|Quarter
    Ended        |  |  |  | Amount
                                         of Expense  Payment
                                         Obligation |  |  |  | Operating
                                         Expense Ratio
                                         as of the  Date
                                         Expense Payment
                                         Obligation  Incurred
                                         (2) |   |  |  | Annualized
                                         Distribution  Rate
                                         as of the Date  Expense
                                         Payment  Obligation
                                         Incurred (3) |   |  | Eligible
                                         for  Reimbursement  Through
|------------------------ |  |  |  | ----------------------------------------------------------------------------------------------------------------------- |  |  |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - |  | -----------------------------------------------------------------------------
|December
    31, 2013(1) |  |  |  | $294,357                                                                                                                |  |  |  | 238.40                                                                                                                                                                                                                                                                                        | % |  |  | —                                                                                                                                                                                                                                                          |   |  | December 31, 2016                                                            
|March 31, 2014           |  |  |  | $68,293                                                                                                                 |  |  |  | 148.96                                                                                                                                                                                                                                                                                        | % |  |  | —                                                                                                                                                                                                                                                          |   |  | March 31, 2017                                                               
|June 30, 2014            |  |  |  | $70,027                                                                                                                 |  |  |  | 23.17                                                                                                                                                                                                                                                                                         | % |  |  | —                                                                                                                                                                                                                                                          |   |  | June 30, 2017                                                                
|September 30,
    2014   |  |  |  | $92,143                                                                                                                 |  |  |  | 20.39                                                                                                                                                                                                                                                                                         | % |  |  | —                                                                                                                                                                                                                                                          |   |  | September 30, 2017                                                           
|December 31, 2014        |  |  |  | $115,777                                                                                                                |  |  |  | 11.15                                                                                                                                                                                                                                                                                         | % |  |  | —                                                                                                                                                                                                                                                          |   |  | December 31, 2017                                                            
|March 31, 2015           |  |  |  | $134,301                                                                                                                |  |  |  | 13.75                                                                                                                                                                                                                                                                                         | % |  |  | 2.01                                                                                                                                                                                                                                                       | % |  | March 31, 2018                                                               
|June 30, 2015            |  |  |  | $166,549                                                                                                                |  |  |  | 14.10                                                                                                                                                                                                                                                                                         | % |  |  | 3.20                                                                                                                                                                                                                                                       | % |  | June 30, 2018                                                                







|(1) | Reflects the period from inception
    (April 29, 2011) through December 31, 2013                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | “Operating Expense Ratio”
    includes all expenses borne by us, except for organizational and offering expenses, base management and incentive fees owed
    to our Adviser,financing fees and costs, interest expense, brokerage commissions and
    extraordinary expenses.The Company did not achieve its minimum offering amount until June 25, 2014 and
    as a result, did not invest the proceeds from the offering and realize any income from investments prior to the end of its
    fiscal quarter.                                                                                                                                                                    
|(3) | “Annualized Distribution Rate”
    equals the annualized rate of distributions paid to stockholders based on the amount of the regular cash distribution paid
    immediately prior to the date the expense support payment obligation was incurred by our Adviser. “Annualized Distribution
    Rate” does not include special cash or stock distributions paid to stockholders. The Company did not achieve its minimum
    offering amount until June 25, 2014 and as a result, did not have an opportunity to invest the proceeds from the offering
    and realize any income from investments or pay any distributions to stockholders prior to the end of its fiscal quarter.





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The
chart below, on a cumulative basis, discloses the components of the Reimbursement due from Sponsor reflected on the chart above:



|                                         |  | June
    30, |            |   | December
    31, |  
|---------------------------------------- |  | ------------ | ---------- | - | ---------------- | -
|                                         |  | 2015         |            |   | 2014             |  
|Operating Expenses                       |  | $            | 941,446    |   |                  | $
|Offering Costs                           |  |              | 1,333,769  |   |                  |  
|Due to related party offset              |  |              | (1,681,876 | ) |                  |  
|Reimbursements received
    from Adviser |  |              | (342,715   | ) |                  |  
|Total Reimbursement due from Adviser     |  | $            | 250,624    |   |                  | $







Operating
Expensesare the amounts reimbursed by the Adviser for our operating costs and Offering Costs are the
cumulative amount of organizational and offering expenses reimbursed to us by the Adviser and subject to future reimbursement
per the terms of our expense reimbursement agreement.  The following chart summarizes these amounts:



Due
to related party offsetrepresents the cash the Adviser paid directly for our operating and offering expenses and Reimbursements
received from sponsorare the amounts the Adviser paid in cash to us for reimbursement of our operating and offering
costs.



Either
we or our Adviser may terminate the Expense Support Agreement at any time, except that if our Adviser terminates the agreement,
it may not terminate its obligations to provide expense support payments after the commencement of any monthly period. If we terminate
the Investment Advisory Agreement, we will be required to repay our Adviser all expense support payments made by our Adviser within
three years of the date of termination.



Critical
Accounting Policies



This
discussion of our expected operating plans is based upon our expected financial statements, which will be prepared in accordance
with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements will
require our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and
expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could
cause actual results to differ. In addition to the discussion below, we will describe our critical accounting policies in the
notes to our future financial statements.



Valuation
of Investments



Our
board of directors has established procedures for the valuation of our investment portfolio. These procedures are detailed below.



Investments
for which market quotations are readily available will be valued at such market quotations. For most of our investments, market
quotations will not be available. With respect to investments for which market quotations are not readily available or when such
market quotations are deemed not to represent fair value, our board of directors has approved a multi-step valuation process each
quarter, as described below:



| | 1. | Each
                                         portfolio company or investment will be valued by our Adviser, potentially with assistance
                                         from one or more independent valuation firms engaged by our board of directors;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | the
                                         independent valuation firm, if involved, will conduct independent appraisals and make
                                         an independent assessment of the value of each investment;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | the
                                         audit committee of our board of directors will review and discuss the preliminary valuation
                                         prepared by our Adviser and that of the independent valuation firm, if any; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







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| | 4. | the
                                         board of directors will discuss the valuations and determine the fair value of each investment
                                         in our portfolio in good faith based on the input of our Adviser, the independent valuation
                                         firm, if any, and the audit committee.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Investments
will be valued utilizing a cost approach, a market approach, an income approach, or a combination of approaches, as appropriate.
The cost approach is most likely only to be used early in the life of an investment or if we determine that there has been no
material change in the investment since purchase. The market approach uses prices and other relevant information generated by
market transactions involving identical or comparable assets or liabilities (including a business). The income approach uses valuation
techniques to convert future amounts (for example, cash flows or earnings) to a single present value amount, calculated using
an appropriate discount rate. The measurement is based on the net present value indicated by current market expectations about
those future amounts. In following these approaches, the types of factors that we may take into account in fair value pricing
our investments include, as relevant: available current market data, including relevant and applicable market trading and transaction
comparables, applicable market yields and multiples, security covenants, call protection provisions, information rights, the nature
and realizable value of any collateral, the Company’s ability to make payments, its earnings and discounted cash flows,
the markets in which the Company does business, comparisons of financial ratios of peer companies that are public, M&A comparables,
the principal market and enterprise values, among other factors.



We
have adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic
820, Fair Value Measurements and Disclosures (formerly Statement of Financial Accounting Standards No. 157, Fair Value Measurements),
which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles
and expands disclosures about fair value measurements.



ASC
Topic 820 provides a consistent definition of fair value which focuses on exit price and prioritizes, within a measurement of
fair value, the use of market-based inputs over entity-specific inputs. It defines fair value as the price an entity would receive
when an asset is sold or when a liability is transferred in an orderly transaction between market participants at the measurement
date. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level hierarchy for fair
value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.
The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows:



Level
1: Quoted prices in active markets for identical assets or liabilities, accessible by the company at the measurement date.



Level
2: Quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities
in markets that are not active, or other observable inputs other than quoted prices.



Level
3: Unobservable inputs for the asset or liability.



In
all cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined
based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a
particular input to the fair value measurement in its entirety requires judgment and considers factors specific to each investment.



In
accordance with ASC Topic 820, the fair value of our investments is defined as the price that we would receive upon selling an
investment in an orderly transaction to an independent buyer in the principal or most advantageous market in which that investment
is transacted.







37





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Revenue
Recognition





We
record interest income on an accrual basis to the extent that we expect to collect such amounts. For loans and debt securities
with contractual payments in kind, or PIK, interest, which represents contractual interest accrued and added to the principal
balance, we generally will not accrue PIK interest for accounting purposes if the portfolio company valuation indicates that such
PIK interest is not collectible. We do not accrue as a receivable interest on loans and debt securities for accounting purposes
if we have reason to doubt our ability to collect such interest. Original issue discounts, market discounts or premiums are accreted
or amortized using the effective interest method as interest income. We record prepayment premiums on loans and debt securities
as interest income. Dividend income, if any, is recognized on an accrual basis to the extent that we expect to collect such amount.



Net
Realized Gains or Losses and Net Change in Unrealized Appreciation or Depreciation



We
will measure net realized gains or losses by the difference between the net proceeds from the repayment or sale and the amortized
cost basis of the investment, without regard to unrealized appreciation or depreciation previously recognized, but considering
unamortized upfront fees and prepayment penalties. Net change in unrealized appreciation or depreciation will reflect the change
in portfolio investment values during the reporting period, including any reversal of previously recorded unrealized appreciation
or depreciation, when gains or losses are realized.



Payment-in-Kind
Interest





We
may have investments in our portfolio that contain a PIK interest provision. Any PIK interest will be added to the principal balance
of such investments and is recorded as income, if the portfolio company valuation indicates that such PIK interest is collectible.
In order to maintain our status as a RIC, substantially all of this income must be paid out to stockholders in the form of distributions,
even if we have not collected any cash.



Organization
and Offering Expenses



The
Company has incurred certain expenses in connection with the registration of shares of its common stock for sale as discussed
in Note 1 of our financial statements– Description of Business and Summary of Significant Accounting Policies. These costs
principally relate to professional fees, fees paid to the SEC and fees paid to the Financial Industry Regulatory Authority. These
costs were included in deferred offering costs in the accompanying balance sheets. Simultaneous with the sale of common shares,
the deferred offering costs will be reclassified to stockholders’ equity upon the issuance of shares.



Federal
Income Taxes



We
elected to be treated, beginning with our fiscal year ending December 31, 2012, and intend to qualify annually thereafter, as
a RIC under Subchapter M of the Code. As a RIC, we generally will not have to pay corporate-level federal income taxes on any
ordinary income or capital gains that we distribute to our stockholders from our tax earnings and profits. To maintain our RIC
tax treatment, we must, among other things, meet specified source-of-income and asset diversification requirements and distribute
annually at least 90% of our ordinary income and realized net short-term capital gains in excess of realized net long-term capital
losses, if any.



|Item
        3: Quantitative and Qualitative Disclosures About Market Risk.
|---------------------------------------------------------------------------



We
are subject to financial market risks, including changes in interest rates. As of June 30, 2015, all of our debt investments paid
variable interest rates. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable
to certain variable rate investments we hold and to declines in the value of any fixed rate investments we may hold in the future.







38





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The
following table shows the effect over a twelve month period of changes in interest rates on our interest income, interest expense
and net interest income, assuming no changes in our investment portfolio and borrowing arrangements in effect as of June 30, 2015:





|                         |  | Percentage          |  
|------------------------ |  | ------------------- | -
|                         |  | Change in Net       |  
|LIBOR Basis Point Change |  | Interest
    Income |  
|Down 25 basis points     |  | 0.00                | %
|Current LIBOR            |  | 0.00                | %
|Up 100 basis points      |  | 4.34                | %
|Up 200 basis points      |  | 19.83               | %
|Up 300 basis points      |  | 35.32               | %



Because
we may borrow money to make investments, our net investment income may be dependent on the difference between the rate at which
we borrow funds and the rate at which we invest these funds. In periods of increasing interest rates, our cost of funds would
increase, which may reduce our net investment income. As a result, there can be no assurance that a significant change in market
interest rates will not have a material adverse effect on our net investment income.



We
may also face risk due to the lack of liquidity in the marketplace which could prevent us from raising sufficient funds to adequately
invest in a broad pool of assets. We are subject to other financial market risks, including changes in interest rates. However,
at this time, with no portfolio investments, this risk is immaterial.



In
addition, we may have risk regarding portfolio valuation. See “Part I - Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Critical Accounting Policies—Valuation of Portfolio Investments.”



|Item
    4: Controls and Procedures.
|------------------------------------



Disclosure
Controls



In
accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an
evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of
the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that the disclosure
controls and procedures are effective.



Change
in Internal Control Over Financial Reporting





No
change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act)
during the three months ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.



Part
II—Other Information



|Item
    1: Legal Proceedings.
|------------------------------



The
Company is not currently subject to any legal proceedings, nor, to our knowledge, are any legal proceedings threatened against
us or our subsidiaries.



|Item
    1A: Risk Factors.
|--------------------------



There
have been no material changes from the risk factors set forth in our annual report on Form 10-K for the fiscal year ended December 31,
2014.



|Item
    2: Unregistered Sales of Equity Securities and Use of Proceeds.
|------------------------------------------------------------------------



None.



39





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|Item
    3: Defaults Upon Senior Securities.
|--------------------------------------------



None.



|Item
    4: Mine Safety Disclosures.
|------------------------------------



None.



|Item
    5: Other Information.
|------------------------------



None.



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|Item
    6: Exhibits.
|---------------------



EXHIBIT
INDEX

|       |  |                                                                                                                                                           
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Description                                                                                                                                               
|       |  |                                                                                                                                                           
|31.1   |  | Certification by Chief Executive Officer
    pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|31.2   |  | Certification by Chief Financial Officer
    pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|32.1   |  | Certification pursuant to 18 U.S.C. Section
    1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                               





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SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.





|Dated: August 14, 2015 | Triton Pacific Investment Corporation, Inc.
|---------------------- | -------------------------------------------
|                       |                                            
|                       | By                                         
|                       |                                            
|                       |                                            



|Dated: August 14, 2015 | By | /s/
    Michael L. Carroll                      
|---------------------- | -- | ------------------------------------------------
|                       |    | Michael
    L. Carroll Chief Financial Officer  
|                       |    | (Principal Accounting and Financial
    Officer)







42