Table of Contents








UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549










FORM
10-Q








|☒ | QUARTERLY
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------



For
the Quarterly Period Ended September 30, 2015



OR



|☐ | 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                                                                                                                    |  | 45-2460782                                                                              
|(State
                                    or other jurisdiction of
        
        incorporation
        or organization) |  | (I.R.S.
                                    Employer
        Identification
        No.)
|                                                                                                                            |  |                                                                                         

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. Yes ☒  No ☐



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). Yes ☒  No ☐



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 | ☐                                                            | Accelerated filer         | ☐
|                        |                                                              |                           |  
|Non-accelerated filer   | ☒          (Do
    not check if a smaller reporting company) | Smaller reporting company | ☐



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒



As
of November 16, 2015, the Registrant had 453,176.31 shares of common stock, $0.001 par value, outstanding.




















|TABLE OF CONTENTS           
|----------------------------
|                            
|Part I—Financial Information
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|Part II—Other Information   
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|                            
|SIGNATURES                  







2





Table of Contents





Part
I—Financial Information



Item
1: Financial Statements



Triton
Pacific Investment Corporation, Inc.

CONSOLIDATED
StatementS of Financial Position



|                                                                                                                                      |  | September 30, |           |  |              |  
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- |  | ------------ | -
|                                                                                                                                      |  | 2015          |           |  | December 31, |  
|                                                                                                                                      |  | (unaudited)   |           |  | 2014         |  
|ASSETS                                                                                                                                |  |               |           |  |              |  
|                                                                                                                                      |  |               |           |  |              |  
|Affiliate
    Investments, at fair value (amortized cost - $1,850,099 and $0, respectively)                                           |  | $             | 1,850,099 |  |              | $
|Non-affiliate Investments, at fair
    value (amortized cost - $3,041,707 and $1,472,094, respectively)                               |  |               | 3,051,836 |  |              |  
|Cash                                                                                                                                  |  |               | 998,056   |  |              |  
|Receivable for investments
    sold                                                                                                   |  |               | —         |  |              |  
|Principal and interest
    receivable                                                                                                 |  |               | 12,966    |  |              |  
|Prepaid expenses                                                                                                                      |  |               | 47,416    |  |              |  
|Reimbursement
    due from Adviser (see Note 4)                                                                                       |  |               | 211,686   |  |              |  
|                                                                                                                                      |  |               |           |  |              |  
|TOTAL
    ASSETS                                                                                                                      |  | $             | 6,172,059 |  |              | $
|                                                                                                                                      |  |               |           |  |              |  
|LIABILITIES
    AND NET ASSETS                                                                                                        |  |               |           |  |              |  
|                                                                                                                                      |  |               |           |  |              |  
|LIABILITIES                                                                                                                           |  |               |           |  |              |  
|Payable for investments
    purchased                                                                                                 |  | $             | 233,125   |  |              | $
|Accounts payable
    and accrued liabilities                                                                                          |  |               | 225,000   |  |              |  
|Stockholder distributions
    payable                                                                                                 |  |               | 8,050     |  |              |  
|Due
    to related parties (see Note 4)                                                                                               |  |               | 21,325    |  |              |  
|TOTAL
    LIABILITIES                                                                                                                 |  |               | 487,500   |  |              |  
|                                                                                                                                      |  |               |           |  |              |  
|COMMITMENTS AND
    CONTINGENCIES(see Note 9)                                                                                         |  |               |           |  |              |  
|                                                                                                                                      |  |               |           |  |              |  
|TEMPORARY EQUITY                                                                                                                      |  |               |           |  |              |  
|Contingently
    redeemable common shares (see Note 9) 0 and 87,481.04 shares issued and outstanding respectively                     |  |               | —         |  |              |  
|                                                                                                                                      |  |               | —         |  |              |  
|                                                                                                                                      |  |               |           |  |              |  
|NET ASSETS                                                                                                                            |  |               |           |  |              |  
|Common stock, $0.001 par value, 75,000,000
    shares authorized, 421,926.16 and 141,993.2 shares issued and outstanding respectively |  |               | 422       |  |              |  
|Capital in excess of par value                                                                                                        |  |               | 5,671,816 |  |              |  
|Accumulated undistributed
    net realized gains                                                                                      |  |               | 2,192     |  |              |  
|Accumulated undistributed
    net investment income                                                                                   |  |               | —         |  |              |  
|Accumulated
    unrealized appreciation on investments                                                                                |  |               | 10,129    |  |              |  
|TOTAL
    NET ASSETS                                                                                                                  |  |               | 5,684,559 |  |              |  
|                                                                                                                                      |  |               |           |  |              |  
|TOTAL
    LIABILITIES AND NET ASSETS                                                                                                  |  | $             | 6,172,059 |  |              | $
|                                                                                                                                      |  |               |           |  |              |  
|Net asset value
    per share of common stock at year end                                                                             |  | $             | 13.47     |  |              | $



The
accompanying notes are an integral part of these statements.





3





Table of Contents



Triton
Pacific Investment Corporation, Inc.



CONSOLIDATED
Statements of Operations



(Unaudited)

|                                                                                                  |  |                    |          |   |                   |   |          |      |  |   |          |  
|------------------------------------------------------------------------------------------------- |  | ------------------ | -------- | - | ----------------- | - | -------- | ---- |  | - | -------- | -
|                                                                                                  |  | Three months ended |          |   | Nine months ended |  
|                                                                                                  |  | September
    30,  |          |   | September
    30, |  
|                                                                                                  |  | 2015               |          |   | 2014              |   |          | 2015 |  |   | 2014     |  
|                                                                                                  |  |                    |          |   |                   |   |          |      |  |   |          |  
|INVESTMENT INCOME                                                                                 |  |                    |          |   |                   |   |          |      |  |   |          |  
|Interest
    from affiliate investments                                                           |  | $                  | 99       |   |                   | $ | —        |      |  | $ | 99       |  
|Interest from non-control/
    non-affiliate investments                                          |  |                    | 41,337   |   |                   |   | 55       |      |  |   | 101,638  |  
|Fee
    income from non-control/ non-affiliate investments                                        |  |                    | 155      |   |                   |   | —        |      |  |   | 982      |  
|                                                                                                  |  |                    |          |   |                   |   |          |      |  |   |          |  
|Total
    investment income                                                                       |  |                    | 41,591   |   |                   |   | 55       |      |  |   | 102,719  |  
|                                                                                                  |  |                    |          |   |                   |   |          |      |  |   |          |  
|OPERATING EXPENSES                                                                                |  |                    |          |   |                   |   |          |      |  |   |          |  
|Management fees                                                                                   |  |                    | 27,471   |   |                   |   | 15,885   |      |  |   | 66,812   |  
|Capital gains incentive
    fees (see Notes 2 and 4)                                              |  |                    | (1,954   | ) |                   |   | —        |      |  |   | 3,489    |  
|Board fees                                                                                        |  |                    | —        |   |                   |   | 20,250   |      |  |   | —        |  
|Administrator expense                                                                             |  |                    | 62,241   |   |                   |   | 37,573   |      |  |   | 188,120  |  
|Professional fees                                                                                 |  |                    | 33,376   |   |                   |   | 9,950    |      |  |   | 126,210  |  
|Insurance expense                                                                                 |  |                    | 14,609   |   |                   |   | —        |      |  |   | 45,458   |  
|Other
    operating expenses                                                                      |  |                    | 12,004   |   |                   |   | 22,454   |      |  |   | 18,508   |  
|                                                                                                  |  |                    |          |   |                   |   |          |      |  |   |          |  
|Total operating
    expenses                                                                      |  |                    | 147,747  |   |                   |   | 106,112  |      |  |   | 448,597  |  
|                                                                                                  |  |                    |          |   |                   |   |          |      |  |   |          |  
|Expense
    reimbursement from Adviser                                                            |  |                    | (147,747 | ) |                   |   | (106,057 | )    |  |   | (448,597 | )
|                                                                                                  |  |                    |          |   |                   |   |          |      |  |   |          |  
|Net
    expenses                                                                                  |  |                    | —        |   |                   |   | 55       |      |  |   | —        |  
|                                                                                                  |  |                    |          |   |                   |   |          |      |  |   |          |  
|Net
    investment income                                                                         |  |                    | 41,591   |   |                   |   | —        |      |  |   | 102,719  |  
|                                                                                                  |  |                    |          |   |                   |   |          |      |  |   |          |  
|REALIZED AND UNREALIZED
    GAIN (LOSS)                                                           |  |                    |          |   |                   |   |          |      |  |   |          |  
|Net realized gain
    on unaffiliated investments                                                 |  |                    | —        |   |                   |   | —        |      |  |   | 7,321    |  
|Net
    increase (decrease) in unrealized appreciation (depreciation) on unaffiliated investments |  |                    | (9,767   | ) |                   |   | —        |      |  |   | 10,918   |  
|                                                                                                  |  |                    |          |   |                   |   |          |      |  |   |          |  
|Total
    net realized and unrealized gain (loss) on investments                                  |  |                    | (9,767   | ) |                   |   | —        |      |  |   | 18,239   |  
|                                                                                                  |  |                    |          |   |                   |   |          |      |  |   |          |  
|NET
    INCREASE IN NET ASSETS  FROM OPERATIONS                                                   |  | $                  | 31,824   |   |                   | $ | —        |      |  | $ | 120,958  |  
|                                                                                                  |  |                    |          |   |                   |   |          |      |  |   |          |  
|PER SHARE INFORMATION
    - Basic and Diluted                                                     |  |                    |          |   |                   |   |          |      |  |   |          |  
|Net
    increase in net assets resulting from operations per share                                |  | $                  | 0.09     |   |                   | $ | —        |      |  | $ | 0.41     |  
|                                                                                                  |  |                    |          |   |                   |   |          |      |  |   |          |  
|Weighted
    average common shares outstanding - basic and diluted                                |  |                    | 363,214  |   |                   |   | 203,189  |      |  |   | 296,619  |  



The
accompanying notes are an integral part of these statements.



4





Table of Contents



Triton
Pacific Investment Corporation, Inc.



CONSOLIDATED
StatementS of CHANGES IN NET ASSETS



NINE
MONTHS ended SEPTEMBER 30, 2015 and 2014



(Unaudited)



|                                                                         |  | 2015 |           |   | 2014 |  
|------------------------------------------------------------------------ |  | ---- | --------- | - | ---- | -
|Operations                                                               |  |      |           |   |      |  
|Net
    investment income                                                |  | $    | 102,719   |   |      | $
|Net realized gain
    on investments                                     |  |      | 7,321     |   |      |  
|Net
    increase in unrealized appreciation on investments               |  |      | 10,918    |   |      |  
|Net
    increase in net assets resulting from operations                 |  |      | 120,958   |   |      |  
|Stockholder distributions
    (see Note 5)                               |  |      |           |   |      |  
|Distributions from
    net investment income                             |  |      | (118,929  | ) |      |  
|Distributions
    from net realized gain on investments                  |  |      | (7,002    | ) |      |  
|Net
    decrease in net assets resulting from stockholder distributions  |  |      | (125,931  | ) |      |  
|Capital share transactions                                               |  |      |           |   |      |  
|Issuance of common
    stock (see Note 3)                                |  |      | 2,536,036 |   |      |  
|Less contingently
    redeemable common stock                            |  |      | —         |   |      |  
|Reinvestment of
    stockholder distributions (see Note 3)               |  |      | 65,514    |   |      |  
|Offering
    costs                                                       |  |      | (9,922    | ) |      |  
|Net
    increase in net assets resulting from capital share transactions |  |      | 2,591,628 |   |      |  
|                                                                         |  |      |           |   |      |  
|Total increase
    in net assets                                         |  |      | 2,586,655 |   |      |  
|Net assets at
    beginning of period                                    |  |      | 1,916,867 |   |      |  
|Temporary
    equity reclassed as permanent equity                       |  |      | 1,181,037 |   |      |  
|Net
    assets at end of period                                          |  | $    | 5,684,559 |   |      | $
|Accumulated
    undistributed net investment income                      |  | $    | —         |   |      | $
|Accumulated
    undistributed net realized gains                         |  | $    | 2,192     |   |      | $



The
accompanying notes are an integral part of these statements.



5





Table of Contents







TRITON PACIFIC INVESTMENT CORPORATION, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED)

|                                                                                                                                         |  |                       |           
|---------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------- | ----------
|                                                                                                                                         |  | Nine
    months ended |           
|                                                                                                                                         |  | September
    30,     |           
|                                                                                                                                         |  | 2015                  |           
|CASH FLOWS FROM OPERATING
    ACTIVITIES                                                                                                 |  |                       |           
|Net
    increase in net assets resulting from operations                                                                                 |  | $                     | 120,958   
|Adjustments to reconcile
    net increase in net assets resulting from operations to net cash provided by (used by) operating activities |  |                       |           
|Purchases of investments                                                                                                                 |  |                       | (3,809,500
|Proceeds from sales
    and repayments of investments                                                                                    |  |                       | 400,960   
|Net realized gain
    from investments                                                                                                   |  |                       | (7,321    
|Net increase in
    unrealized appreciation on investments                                                                               |  |                       | (10,918   
|Accretion of discount                                                                                                                    |  |                       | (3,750    
|Net increase in
    paid-in-kind interest                                                                                                |  |                       | (99       
|Increases and decreases
    in assets and liabilities                                                                                    |  |                       |           
|Principal and interest
    receivable                                                                                                    |  |                       | (12,066   
|Receivable for investments
    sold                                                                                                      |  |                       | 249,375   
|Prepaid expenses                                                                                                                         |  |                       | (9,372    
|Reimbursement due
    from Adviser                                                                                                       |  |                       | 41,293    
|Payable for investments
    purchased                                                                                                    |  |                       | (13,125   
|Accounts payable
    and accrued liabilities                                                                                             |  |                       | (79,643   
|Due
    to related parties                                                                                                               |  |                       | 3,025     
|NET CASH PROVIDED
    BY (USED BY) OPERATING ACTIVITIES                                                                                  |  |                       | (3,130,183
|                                                                                                                                         |  |                       |           
|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                                                                                                             |  |                       | 2,536,036 
|Issuance of temporary
    common stock                                                                                                   |  |                       | —         
|Stockholder distributions                                                                                                                |  |                       | (60,417   
|Increases in distributions
    payable                                                                                                   |  |                       | 8,050     
|Offering
    costs                                                                                                                       |  |                       | (9,922    
|NET CASH PROVIDED
    BY FINANCING ACTIVITIES                                                                                            |  |                       | 2,473,747 
|                                                                                                                                         |  |                       |           
|NET INCREASE (DECREASE)
    IN CASH                                                                                                      |  |                       | (656,436  
|                                                                                                                                         |  |                       |           
|CASH - BEGINNING
    OF PERIOD                                                                                                           |  | $                     | 1,654,492 
|                                                                                                                                         |  |                       |           
|CASH  -
    END OF PERIOD                                                                                                                |  | $                     | 998,056   
|                                                                                                                                         |  |                       |           
|Supplemental schedule
    of non-cash investing activities                                                                               |  |                       |           
|Deferred offering
    costs funded by affiliates                                                                                         |  | $                     | —         
|Reinvestment of
    stockholder distributions                                                                                            |  | $                     | 65,514    



The
accompanying notes are an integral part of these statements.



6





Table of Contents







TRITON
PACIFIC INVESTMENT CORPORATION, INC.
CONSOLIDATED SCHEDULE OF INVESTMENTS
AS OF SEPTEMBER 30, 2015
(UNAUDITED)



|Portfolio
    Company                                |  | Footnotes   |  | Industry                                     |  | Rate
    (b) |                                                            |  | Floor |  |      | Maturity |  |  | PrincipalAmount/Number
of Shares |  |  | AmortizedCost(f) |           |   | FairValue(c) |        
|---------------------------------------------------- |  | ----------- |  | -------------------------------------------- |  | ------------ | ---------------------------------------------------------- |  | ----- |  | ---- | -------- |  |  | -------------------------------- |  |  | ---------------- | --------- | - | ------------ | -------
|Senior Secured
    Loans—First Lien—40.93%           |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  |                  |           |   |              |        
|CareCentrix                                          |  |             |  | Healthcare & Pharmaceuticals                 |  |              | L+5.00%
                                         (6.00%)   |  |       |  | 1.0% |          |  |  | 7/8/2021                         |  |  | $                | 200,000   |   |              | $      
|Curo Health                                          |  |             |  | Healthcare & Pharmaceuticals                 |  |              | L+5.00%
                                         (6.50%)   |  |       |  | 1.0% |          |  |  | 2/7/2022                         |  |  |                  | 124,375   |   |              |        
|FHC Health Systems,
    Inc.                         |  |             |  | Healthcare & Pharmaceuticals                 |  |              | L+3.75%
                                         (4.75%)   |  |       |  | 1.0% |          |  |  | 12/23/2021                       |  |  |                  | 124,375   |   |              |        
|Flavors Holdings,
    Inc. Tranche B                 |  |             |  | Beverage, Food & Tobacco                     |  |              | L+5.75%
                                         (6.75%)   |  |       |  | 1.0% |          |  |  | 4/3/2020                         |  |  |                  | 118,750   |   |              |        
|GK Holdings,
    Inc.                                |  |             |  | Business Services                            |  |              | L+5.50%
                                         (6.50%)   |  |       |  | 1.0% |          |  |  | 1/20/2021                        |  |  |                  | 124,063   |   |              |        
|Global Healthcare
    Exchange                       |  |             |  | Healthcare & Pharmaceuticals                 |  |              | L+4.50%
                                         (5.50%)   |  |       |  | 1.0% |          |  |  | 8/15/2022                        |  |  |                  | 150,000   |   |              |        
|Jackson Hewitt                                       |  |             |  | Business Services                            |  |              | L+7.00%
                                         (8.00%)   |  |       |  | 1.0% |          |  |  | 7/30/2020                        |  |  |                  | 200,000   |   |              |        
|Jeld-Wen, Inc.                                       |  |             |  | Wholesale Trade-Durable Goods                |  |              | L+4.25%
                                         (5.25%)   |  |       |  | 1.0% |          |  |  | 10/15/2021                       |  |  |                  | 124,063   |   |              |        
|Mister Car Wash,
    Inc.                            |  |             |  | Automotive Repair, Services, and
    Parking |  |              | L+4.00%
                                         (5.00%)   |  |       |  | 1.0% |          |  |  | 8/20/2021                        |  |  |                  | 123,438   |   |              |        
|Natel Engineering                                    |  |             |  | High Tech Industries                         |  |              | L+5.75%
                                         (6.75%)   |  |       |  | 1.0% |          |  |  | 4/10/2020                        |  |  |                  | 123,438   |   |              |        
|Omnitracs, LLC                                       |  |             |  | Transportation: Cargo                        |  |              | L+3.75%
                                         (4.75%)   |  |       |  | 1.0% |          |  |  | 11/25/2020                       |  |  |                  | 123,742   |   |              |        
|Paradigm Outcomes                                    |  |             |  | Healthcare & Pharmaceuticals                 |  |              | L+5.00%
                                         (6.00%)   |  |       |  | 1.0% |          |  |  | 6/2/2022                         |  |  |                  | 124,688   |   |              |        
|Ranpak Corp.                                         |  |             |  | Paper and Allied Products                    |  |              | L+3.25%
                                         (4.75%)   |  |       |  | 1.0% |          |  |  | 10/1/2021                        |  |  |                  | 122,725   |   |              |        
|SITEL Worldwide                                      |  |             |  | Business Services                            |  |              | L+5.50%
                                         (6.50%)   |  |       |  | 1.0% |          |  |  | 9/18/2021                        |  |  |                  | 200,000   |   |              |        
|TIBCO Software                                       |  |             |  | High Tech Industries                         |  |              | L+5.50%
                                         (6.50%)   |  |       |  | 1.0% |          |  |  | 12/4/2020                        |  |  |                  | 124,375   |   |              |        
|Verdesian Life
    Sciences LLC                      |  |             |  | Wholesale Trade-Nondurable Goods             |  |              | L+5.00%
                                         (6.00%)   |  |       |  | 1.0% |          |  |  | 7/1/2020                         |  |  |                  | 237,354   |   |              |        
|Total Senior
    Secured Loans—First Lien            |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  | $                | 2,345,386 |   |              | $      
|                                                     |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  |                  |           |   |              |        
|Senior Secured
    Loans—Second Lien—12.75%          |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  |                  |           |   |              |        
|Flavors Holdings,
    Inc.                           |  |             |  | Beverage, Food & Tobacco                     |  |              | L+10.00%
                                         (11.00%) |  |       |  | 1.0% |          |  |  | 10/3/2021                        |  |  |                  | 125,000   |   |              |        
|GK Holdings,
    Inc.                                |  |             |  | Business Services                            |  |              | L+9.50%
                                         (10.50%)  |  |       |  | 1.0% |          |  |  | 1/21/2022                        |  |  |                  | 125,000   |   |              |        
|Hostess Brands                                       |  |             |  | Beverage, Food & Tobacco                     |  |              | L+7.50%
                                         (8.50%)   |  |       |  | 1.0% |          |  |  | 8/3/2023                         |  |  |                  | 250,000   |   |              |        
|Oxbow                                                |  |             |  | Metals & Mining                              |  |              | L+7.00
                                         (8.00%)    |  |       |  | 1.0% |          |  |  | 1/17/2020                        |  |  |                  | 250,000   |   |              |        
|Total Senior
    Secured Loans—Second Lien           |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  | $                | 750,000   |   |              | $      
|                                                     |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  |                  |           |   |              |        
|Subordinated
    Convertible Debt—10.56%             |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  |                  |           |   |              |        
|Javlin Capital
    LLC Subordinated Convertible Note |  | (e)         |  | Specialty Finance                            |  |              | 6.00%                                                      |  |       |  |      |          |  |  | 3/31/2020                        |  |  |                  | 600,099   |   |              |        
|Total Subordinated
    Convertible Debt              |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  | $                | 600,099   |   |              | $      
|                                                     |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  |                  |           |   |              |        
|Equity/Other—21.99%                                  |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  |                  |           |   |              |        
|ACON IWP Investors
    I, L.L.C.                     |  | (a)         |  | Healthcare & Pharmaceuticals                 |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  |                  | 500,000   |   |              |        
|Javlin Capital
    LLC Class C-2 Preferred Units     |  | (a) (d) (e) |  | Specialty Finance                            |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  |                  | 214,286   |   |              |        
|Total Equity/Other                                   |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  | $                | 714,286   |   |              | $      
|                                                     |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  |                  |           |   |              |        
|TOTAL INVESTMENTS—86.23%                             |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  |                  |           | $ | 4,891,806    |        
|OTHER
    ASSETS IN EXCESS OF LIABILITIES—13.77%     |  |             |  |                                              |  |              |                                                            |  |       |  |      |          |  |  |                                  |  |  |                  |           |   | $            | 782,624
|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 September 30, 2015 represented 32.55% of the Company’s net assets. Fair value
                                         as of September 30, 2015 along with transactions during the period ended September 30,
                                         2015 in affiliated investments were as follows):
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                                           |  |                                |           |  |                            |                                     |         |                              |  |   |                                    |  |  |                             |           |  |  |   |   | 
|------------------------------------------ |  | ------------------------------ | --------- |  | -------------------------- | ----------------------------------- | ------- | ---------------------------- |  | - | ---------------------------------- |  |  | --------------------------- | --------- |  |  | - | - | 
|                                           |  |                                |           |  |                            | Period
    ended September 30, 2015 |        
|                                           |  |                                |           |  |                            |                                     |         |                              |  |   |                                    |  |  |                             |           |  |  |   |   | 
|Non-controlled,
    Affiliated Investments |  | Fair
    Value atJune 30, 2015 |           |  | Gross
    Additions(Cost)* |                                     |         | Gross
    Reductions(Cost)** |  |   | Fair
    Value atSeptember30, 2015 |  |  | Net
    RealizedGain (Loss) |          
|ACON IWP Investors I, L.L.C.               |  | $                              | 500,000   |  |                            | $                                   | —       |                              |  | $ | —                                  |  |  | $                           | 500,000   |  |  | $ | — | 
|Javlin Capital, LLC, Convertible Note      |  |                                | 750,000   |  |                            |                                     | —       |                              |  |   | —                                  |  |  |                             | 750,000   |  |  |   |   | 
|Javlin Capital, LLC, C-2 Preferred Units   |  |                                | —         |  |                            |                                     | 600,099 |                              |  |   | —                                  |  |  |                             | 600,099   |  |  |   | — | 
|Total                                      |  | $                              | 1,250,000 |  |                            | $                                   | 600,099 |                              |  | $ | —                                  |  |  | $                           | 1,850,099 |  |  | $ | — | 





*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 September 30, 2015, the three-month London Interbank
                                         Offered Rate, or LIBOR, was 0.3255%.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (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. See Note 2 for a
                                         dicussion on the basis of consolidation.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | The investment
                                         is not a qualifying asset under the Investment Company Act of 1940, as amended. A business
                                         development company may not acquire any asset other than a qualifying asset, unless,
                                         at the time the acquisition is made, qualifying assets represent at least 70% of the
                                         business development company’s total assets. As of September 30, 2015, 78.1% 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 INVESTMENTSAS 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 equity, structured equity and debt investments in small to mid-sized private U.S. companies. Structured equity refers to
derivative investment products, including convertible notes and warrants, designed to facilitate highly customized risk-return
objectives 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 September 30, 2015, the Company has one wholly-owned subsidiary through which it
holds interest in a non-controlled, affiliated portfolio company. The unaudited consolidated financial statements include both
the Company’s accounts and the accounts of its wholly-owned subsidiary as of September 30, 2015. All significant intercompany
transactions have been eliminated in consolidation. The Company’s consolidated subsidiary is subject to U.S. federal and
state income taxes.



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.



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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.



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.



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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.



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 September 30, 2015 was $(1,954), all of which was for Incentive Fees calculated on unrealized
losses. The fee for the nine months ended September 30, 2015 was $3,490, of which $2,026 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 September
30, 2015 and December 31, 2014, $1,574,617 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.



11





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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 September 30, 2015 and September 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 nine months ended September 30, 2015 and 2014:



|                                                |  |                                     |            |        |   |           |   |        |            |  |   |           |  
|----------------------------------------------- |  | ----------------------------------- | ---------- | ------ | - | --------- | - | ------ | ---------- |  | - | --------- | -
|                                                |  | Nine months ended September
    30, |           
|                                                |  | 2015                                |            | 2014   |  
|                                                |  | Shares                              |            | Amount |   | Shares    |   | Amount |           
|Gross proceeds from Offering                    |  |                                     | 187,854.46 |        | $ | 2,777,709 |   |        | 200,124.64 |  | $ | 2,928,720 |  
|Reinvestment of Distributions                   |  |                                     | 4,597.46   |        |   | 65,514    |   |        | —          |  |   | —         |  
|Commissions and Dealer Manager Fees             |  |                                     | —          |        |   | (241,673  | ) |        | —          |  |   | (226,472  | )
|Net Proceeds to Company from Share Transactions |  |                                     | 192,451.92 |        | $ | 2,601,550 |   |        | 200,124.64 |  |   | 2,702,248 |  





Status of Continuous Public Offering



During the nine months ended September 30, 2015 and 2014, the
Company sold 192,451.92 and 200,124.64 shares of common stock, respectively, for gross proceeds of approximately $2,777,709 and
$2,928,720, at an average price per share of $14.77 and $14.63, respectively. The gross proceeds received during the nine months
ended September 30, 2015 and 2014 include reinvested stockholder distributions of $65,514 and $0, respectively, for which the
Company issued 4,597.46 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 $241,673 and $226,472 for the nine months ended September 30, 2015 and 2014, respectively.



12





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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.



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 September 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:

|                                     |  |                        |            |                       |   |            |  
|------------------------------------ |  | ---------------------- | ---------- | --------------------- | - | ---------- | -
|                                     |  | September 30,
    2015 |            | December 31,
    2014 |  
|Operating Expenses                   |  | $                      | 1,089,193  |                       | $ | 640,597    |  
|Offering Costs                       |  |                        | 1,574,617  |                       |   | 1,060,438  |  
|Due to related party offset          |  |                        | (2,109,409 | )                     |   | (1,105,341 | )
|Reimbursements received from Adviser |  |                        | (342,715   | )                     |   | (342,715   | )
|Total Reimbursement due from Adviser |  | $                      | 211,686    |                       | $ | 252,979    |  



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.



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. As of September
30, 2015, the Company has two affiliate investments in ACON IWP Investors I, L.L.C and TPJ Holdings, Inc.



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.



13





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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 nine months ended
September 30, 2015 and 2014:



|                               |  |  |                              |  |  |                                  |  |                                      |        |                                     |   |        |  |   |         |  |   |         | 
|------------------------------ |  |  | ---------------------------- |  |  | -------------------------------- |  | ------------------------------------ | ------ | ----------------------------------- | - | ------ |  | - | ------- |  | - | ------- | 
|                               |  |  |                              |  |  |                                  |  | Three months ended
    September 30, |        | Nine months ended
    September 30, |  
|Related Party                  |  |  | Source Agreement             |  |  | Description                      |  |                                      | 2015   |                                     |   | 2014   |  |   | 2015    |  |   | 2014    | 
|Triton Pacific Adviser, LLC    |  |  | Investment Adviser Agreement |  |  | Base Management Fees             |  | $                                    | 27,471 |                                     | $ | 15,885 |  | $ | 66,812  |  | $ | 39,236  | 
|Triton Pacific Adviser, LLC    |  |  | Investment Adviser Agreement |  |  | Capital Gains Incentive Fees(1)  |  | $                                    | (1,954 | )                                   | $ | —      |  | $ | 3,490   |  | $ | —       | 
|TFA Associates, LLC            |  |  | Administration Agreement     |  |  | Administrative Services Expenses |  | $                                    | 62,241 |                                     | $ | 37,573 |  | $ | 188,120 |  | $ | 103,386 | 
|Triton Pacific Securities, LLC |  |  | Dealer Manager Agreement     |  |  | Dealer Manager Fees(2)           |  | $                                    | 26,847 |                                     | $ | 12,180 |  | $ | 60,206  |  | $ | 15,280  | 








| | (1) | During the nine months ended September 30, 2015 and 2014, the Company earned capital gains incentive fees of $3,490 and $0,
respectively, based on the performance of its portfolio, of which $2,026 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 nine months ended September 30, 2015 and 2014, the Company paid the Dealer Manager $241,673 and $226,427, respectively,
in sales commissions and dealer fees. $60,206 and $15,280 were retained by TPS, respectively, and the remainder re-allowed to third
party participating broker dealers.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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                                |  | $500                           
|over $75 million           |  | $30,000                           |  | $1,000                |  | $12,500                                    |  | $2,500                                |  | $500                           



No Director’s fees were accrued for the three and nine
months ended September 30, 2015, and $20,250 and $66,750 were recorded for the three and nine months ended September 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.



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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.

|                     |  |                                         |  |                                                |  |                                                                               |  |                                                                                     |  |                                     
|-------------------- |  | --------------------------------------- |  | ---------------------------------------------- |  | ----------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------- |  | ------------------------------------
|Quarter
    Ended    |  | Amount
    of ExpensePayment Obligation |  | Amount
    of Offering Cost Payment Obligation |  | Operating
    ExpenseRatio as of theDate ExpensePayment ObligationIncurred(2) |  | Annualized
    DistributionRate as of the DateExpense PaymentObligation Incurred(3) |  | Eligible
    forReimbursementThrough
|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                                 |  | $898,518                                       |  | 23.17%                                                                        |  | —                                                                                   |  | June 30, 2017                       
|September 30, 2014   |  | $92,143                                 |  | $71,060                                        |  | 20.39%                                                                        |  | —                                                                                   |  | September 30, 2017                  
|December 31, 2014    |  | $115,777                                |  | $90,860                                        |  | 11.15%                                                                        |  | —                                                                                   |  | December 31, 2017                   
|March 31, 2015       |  | $134,301                                |  | $106,217                                       |  | 13.75%                                                                        |  | 2.01%                                                                               |  | March 31, 2018                      
|June 30, 2015        |  | $166,549                                |  | $167,113                                       |  | 14.10%                                                                        |  | 3.20%                                                                               |  | June 30, 2018                       
|September 30, 2015   |  | $147,747                                |  | $240,848                                       |  | 10.45%                                                                        |  | 3.20%                                                                               |  | March 31, 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.

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 September 30, 2015, $2,663,810 has been recorded as Reimbursement due from the Adviser pursuant
to the Expense Reimbursement Agreement. Of this, $2,109,857, 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 September 30, 2015:



|                          |  |  |              |         |  |        |        | 
|------------------------- |  |  | ------------ | ------- |  | ------ | ------ | 
|                          |  |  | Distribution |        
|For the Nine Months Ended |  |  | Per Share    |         |  | Amount |       
|Fiscal 2015               |  |  |              |         |  |        |        | 
|January 20, 2015          |  |  | $            | 0.07545 |  | $      | 17,314 | 
|April 13, 2015            |  |  | $            | 0.11600 |  | $      | 28,334 | 
|April 29, 2015            |  |  | $            | 0.04000 |  | $      | 9,880  | 
|May 29, 2015              |  |  | $            | 0.04000 |  | $      | 12,634 | 
|June 29, 2015             |  |  | $            | 0.04000 |  | $      | 13,295 | 
|July 30, 2015             |  |  | $            | 0.04000 |  | $      | 13,676 | 
|August 28, 2015           |  |  | $            | 0.04000 |  | $      | 14,511 | 
|September 29, 2015        |  |  | $            | 0.04000 |  | $      | 16,287 | 









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 October
20, 2015, the Company authorized and declared a cash distribution of $0.045 per share for the month of October 2015, to the shareholders
of record as of October 22, 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.



16





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





|                                                          |  | Nine months ended September 30, 2015 |             
|--------------------------------------------------------- |  | ------------------------------------ | ------------
|                                                          |  |                                      | Distribution
|Source of Distribution                                    |  |                                      | Amount      
|Offering proceeds                                         |  | $                                    | —           
|Borrowings                                                |  |                                      | —           
|Net investment income(1)                                  |  |                                      | 118,929     
|Short-term capital gains proceeds from the sale of assets |  |                                      | 7,002       
|Long-term capital gains proceeds from the sale of assets  |  |                                      | —           
|Expense reimbursement from sponsor                        |  |                                      | —           
|Total                                                     |  | $                                    | 125,931     
|                                                          |  |                                      |             







|(1) | During the nine
months ended September 30, 2015, 96.3% of the Company’s gross investment income was attributable to cash income earned,
and 3.7% was attributable to non-cash accretion ofdiscount.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









The Company’s
net investment income on a tax basis for the nine months ended September 30, 2015 and 2014 was $104,475 and $0, respectively.
As of September 30, 2015 and 2014, the Company had $4,218 and $0, respectively, of undistributed net investment income and realized
gains on a tax basis.



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 nine months ended September 30, 2015 and 2014.

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





|                                                      |  | Nine
    months ended September 30, |        
|----------------------------------------------------- |  | ----------------------------------- | -------
|                                                      |  | 2015
    
    (unaudited)           |        
|GAAP basis net investment income                      |  | $                                   | 102,719
|Reversal of incentive fee accrual on unrealized gains |  |                                     | 2,026  
|Tax-basis net investment income                       |  | $                                   | 104,745







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



|                                                                    |  | Nine
    months ended September 30, |       
|------------------------------------------------------------------- |  | ----------------------------------- | ------
|                                                                    |  | 2015
    
    (unaudited)           |       
|Distributable ordinary income (income and short-term capital gains) |  | $                                   | 4,218 
|Distributable realized gains (long-term capital gains)              |  |                                     | —     
|Net unrealized appreciation (depreciation) on investments           |  |                                     | 10,917
|                                                                    |  | $                                   | 15,135





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The
aggregate cost of the Company’s investments for U.S. federal income tax purposes totaled $4,891,407 and $1,351,838 as of
September 30, 2015 and December 31, 2014, respectively. The aggregate net unrealized appreciation (depreciation) on investments
on a tax basis was $10,528 and $(698) as of September 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
September 30, 2015 and December 31, 2014:



|                                 |  |                                                                             |           |  |                                                                                                              |   |           |                                                                                                                                                                       |  |  |                                                                             |   |  |                                                                                                              |           |  |                                                                                                                                                                       |  
|-------------------------------- |  | --------------------------------------------------------------------------- | --------- |  | ------------------------------------------------------------------------------------------------------------ | - | --------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | --------------------------------------------------------------------------- | - |  | ------------------------------------------------------------------------------------------------------------ | --------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -
|                                 |  | September 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  |  | $                                                                           | 2,316,264 |  |                                                                                                              | $ | 2,327,304 |                                                                                                                                                                       |  |  | 47                                                                          | % |  | $                                                                                                            | 1,351,927 |  |                                                                                                                                                                       | $
|Senior Secured Loans—Second Lien |  |                                                                             | 725,443   |  |                                                                                                              |   | 724,532   |                                                                                                                                                                       |  |  | 15                                                                          | % |  |                                                                                                              | 120,167   |  |                                                                                                                                                                       |  
|Subordinated Debt                |  |                                                                             | 600,099   |  |                                                                                                              |   | 600,099   |                                                                                                                                                                       |  |  | 12                                                                          | % |  |                                                                                                              | —         |  |                                                                                                                                                                       |  
|Equity/Other                     |  |                                                                             | 1,250,000 |  |                                                                                                              |   | 1,250,000 |                                                                                                                                                                       |  |  | 26                                                                          | % |  |                                                                                                              | —         |  |                                                                                                                                                                       |  
|Total                            |  | $                                                                           | 4,891,806 |  |                                                                                                              | $ | 4,901,935 |                                                                                                                                                                       |  |  | 100                                                                         | % |  | $                                                                                                            | 1,472,094 |  |                                                                                                                                                                       | $
|                                 |  |                                                                             |           |  |                                                                                                              |   |           |                                                                                                                                                                       |  |  |                                                                             |   |  |                                                                                                              |           |  |                                                                                                                                                                       |  








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



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 September 30, 2015 and December 31, 2014:



|                                         |  |                                                                          |           |  |                          |  |       |             |  |   |                          | 
|---------------------------------------- |  | ------------------------------------------------------------------------ | --------- |  | ------------------------ |  | ----- | ----------- |  | - | ------------------------ | 
|                                         |  | September
                                         30, 2015  (Unaudited) |           |  | December
    31, 2014    | 
|Industry Classification                  |  | Fair  Value                                                              |           |  | Percentage of  Portfolio |  |       | Fair  Value |  |   | Percentage of  Portfolio | 
|Automotive Repair, Services, and Parking |  | $                                                                        | 123,489   |  |                          |  | 2.5   | %           |  | $ | 124,738                  | 
|Beverage, Food & Tobacco                 |  |                                                                          | 483,414   |  |                          |  | 9.9   | %           |  |   | 237,566                  | 
|Business Services                        |  |                                                                          | 641,973   |  |                          |  | 13.2  | %           |  |   | —                        | 
|Construction Special Trade Contractors   |  |                                                                          | —         |  |                          |  | 0.0   | %           |  |   | 246,258                  | 
|Healthcare & Pharmaceuticals             |  |                                                                          | 1,217,754 |  |                          |  | 24.9  | %           |  |   | 124,063                  | 
|High Tech Industries                     |  |                                                                          | 247,187   |  |                          |  | 5.0   | %           |  |   | 121,563                  | 
|Metals & Mining                          |  |                                                                          | 231,251   |  |                          |  | 4.7   | %           |  |   | —                        | 
|Paper and Allied Products                |  |                                                                          | 122,227   |  |                          |  | 2.5   | %           |  |   | 124,221                  | 
|Specialty Finance                        |  |                                                                          | 1,350,099 |  |                          |  | 27.6  | %           |  |   | —                        | 
|Transportation: Cargo                    |  |                                                                          | 123,124   |  |                          |  | 2.5   | %           |  |   | 123,075                  | 
|Wholesale Trade-Durable Goods            |  |                                                                          | 124,063   |  |                          |  | 2.5   | %           |  |   | 124,219                  | 
|Wholesale Trade-Nondurable Goods         |  |                                                                          | 237,354   |  |                          |  | 4.7   | %           |  |   | 245,604                  | 
|Total                                    |  | $                                                                        | 4,901,935 |  |                          |  | 100.0 | %           |  | $ | 1,471,307                | 







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.



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



|Valuation
    Inputs                        |  | September
    30, 2015
    (Unaudited) |           |  | December
    31, 2014 |  
|------------------------------------------- |  | -------------------------------------- | --------- |  | --------------------- | -
|Level 1—Price quotations in active markets  |  | $                                      | —         |  |                       | $
|Level 2—Significant other observable inputs |  |                                        | —         |  |                       |  
|Level 3—Significant unobservable inputs     |  |                                        | 4,901,935 |  |                       |  
|Total                                       |  | $                                      | 4,901,935 |  |                       | $





The Company’s
investments as of September 30, 2015 consisted of debt securities that are traded on a private over-the-counter market for institutional
investors, a subordinated convertible note 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 subordinated convertible loan was made on September 30, 2015
and recorded at cost as an approximation of fair market value. 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
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.



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

|                                                                                                                                                                                                       |  |                                                  |           |   |                                        |   |         |                                        |  |   |              |  |  |       |          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------------------------------ | --------- | - | -------------------------------------- | - | ------- | -------------------------------------- |  | - | ------------ |  |  | ----- | ---------
|                                                                                                                                                                                                       |  | For the Nine
    Months Ended September 30, 2015 |          
|                                                                                                                                                                                                       |  | SeniorSecured Loans -First Lien                  |           |   | Senior
    Secured Loans - Second Lien |   |         | Subordinated
    Convertible 
    Debt |  |   | Equity/Other |  |  | Total |          
|Fair value at beginning of period                                                                                                                                                                      |  | $                                                | 1,351,932 |   |                                        | $ | 119,375 |                                        |  | $ | —            |  |  | $     | —        
|Accretion of discount (amortization of premium)                                                                                                                                                        |  |                                                  | 2,848     |   |                                        |   | 902     |                                        |  |   | —            |  |  |       | —        
|Net realized gain (loss)                                                                                                                                                                               |  |                                                  | 7,321     |   |                                        |   | —       |                                        |  |   | —            |  |  |       | —        
|Net change in unrealized appreciation (depreciation)                                                                                                                                                   |  |                                                  | 11,038    |   |                                        |   | (120    | )                                      |  |   | —            |  |  |       | —        
|Purchases                                                                                                                                                                                              |  |                                                  | 1,355,125 |   |                                        |   | 604,375 |                                        |  |   | 600,000      |  |  |       | 1,250,000
|Paid-in-kind interest                                                                                                                                                                                  |  |                                                  | —         |   |                                        |   | —       |                                        |  |   | 99           |  |  |       | —        
|Sales and redemptions                                                                                                                                                                                  |  |                                                  | (400,960  | ) |                                        |   | —       |                                        |  |   | —            |  |  |       | —        
|Net transfers in or out of Level 3                                                                                                                                                                     |  |                                                  | —         |   |                                        |   | —       |                                        |  |   | —            |  |  |       | —        
|Fair value at end of period                                                                                                                                                                            |  | $                                                | 2,327,304 |   |                                        | $ | 724,532 |                                        |  | $ | 600,099      |  |  | $     | 1,250,000
|                                                                                                                                                                                                       |  |                                                  |           |   |                                        |   |         |                                        |  |   |              |  |  |       |          
|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 |  | $                                                | 11,038    |   |                                        | $ | (120    | )                                      |  | $ | —            |  |  | $     | —        













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



|Asset
    Category                 |  | Fair
    Value |           | Primary
    Valuation Technique |                    | Unobservable
    Inputs  |                              | Range          |                    | Weighted
    Average
|---------------------------------- |  | -------------- | --------- | ------------------------------- | ------------------ | ------------------------ | ---------------------------- | -------------- | ------------------ | --------------------
|Senior
    Secured First Lien Debt |  | $              | 2,327,304 |                                 | Market
    quotes  |                          | Indicative
    dealer quotes |                | 94.50
    - 100.75 |                     
|Senior Secured Second Lien Debt    |  | 724,532        |           | Market quotes                   |                    | Indicative dealer quotes |                              | 91.69 - 100.75 |                    | 76.39               
|Subordinated Debt                  |  |                | 600,099   |                                 | Cost(1)            |                          | N/A                          |                | N/A                |                     
|Equity/Other                       |  |                | 750,000   |                                 | Market comparables |                          | Book value multiples (x)     |                | 1.4x - 2.8x        |                     
|Equity/Other                       |  |                | 500,000   |                                 | Market comparables |                          | EBTIDA multiples (x)         |                | 8.6x - 17.5x       |                     
|Total                              |  | $              | 4,901,935 |                                 |                    |                          |                              |                |                    |                     



(1)
The offerings in which the Company invested were still underway at the end 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         |                | Weighted
    Average
|---------------------------------- |  | -------------- | --------- | ------------------------------- | ----------------- | ------------------------ | ---------------------------- | ------------- | -------------- | --------------------
|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 |                | 95.5                
|                                   |  | $              | 1,471,307 |                                 |                   |                          |                              |               |                |                     





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NOTE
8 – FINANCIAL HIGHLIGHTS



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





|                                                                                |  | Nine
    Months Ended September 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)                                                    |  |                                                      | 0.35      |   |                                  |  
|Net realized and unrealized appreciation (depreciation) on investments          |  |                                                      | 0.06      |   |                                  |  
|Net increase (decrease) in net assets resulting from operations                 |  |                                                      | 0.41      |   |                                  |  
|Stockholder distributions(2)                                                    |  |                                                      |           |   |                                  |  
|Distributions from net investment income                                        |  |                                                      | (0.40     | ) |                                  |  
|Distributions from net realized gain on investments                             |  |                                                      | (0.02     | ) |                                  |  
|Net decrease in net assets resulting from stockholder distributions             |  |                                                      | (0.42     | ) |                                  |  
|Capital share transactions                                                      |  |                                                      |           |   |                                  |  
|Issuance of common stock(3)                                                     |  |                                                      | 0.01      |   |                                  |  
|                                                                                |  |                                                      |           |   |                                  |  
|Offering costs(1)                                                               |  |                                                      | (0.03     | ) |                                  |  
|Net increase (decrease) in net assets resulting from capital share transactions |  |                                                      | (0.02     | ) |                                  |  
|Net asset value, end of period                                                  |  | $                                                    | 13.47     |   |                                  | $
|Shares outstanding, end of period                                               |  |                                                      | 421,926   |   |                                  |  
|Total return(4)                                                                 |  |                                                      | 2.9       | % |                                  |  
|Ratio/Supplemental Data:                                                        |  |                                                      |           |   |                                  |  
|Net assets, end of period                                                       |  | $                                                    | 5,684,559 |   |                                  | $
|Ratio of net investment income to average net assets(5)                         |  |                                                      | 2.7       | % |                                  |  
|Ratio of total operating expenses to average net assets(5)                      |  |                                                      | 11.8      | % |                                  |  
|Ratio of expenses reimbursed by sponsor to average net assets(5)                |  |                                                      | 11.8      | % |                                  |  
|Ratio of expense recoupment payable to sponsor to average net assets(5)         |  |                                                      | 0.0       | % |                                  |  
|Ratio of capital gain incentive fee to average net assets(5)                    |  |                                                      | 0.09      | % |                                  |  
|Ratio of net operating expenses to average net assets(5)                        |  |                                                      | 0.0       | % |                                  |  
|Portfolio turnover(6)                                                           |  |                                                      | 10.5      | % |                                  |  



|(1) | The per share data was derived by using the weighted average shares outstanding for the nine months ended September 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 nine months ended September 30, 2015 is not annualized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



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NOTE 9 – COMMITMENTS AND CONTINGENCIES



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.



The Company is not currently subject to any material legal proceedings
and, to the Company’s knowledge, no material legal proceedings are threatened against the Company. From time to time, the
Company may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement
of the Company’s rights under contracts with its portfolio companies. While the outcome of these legal proceedings cannot
be predicted with certainty, the Company does not expect that any such proceedings will have a material effect upon its financial
condition or results of operations.



NOTE 10 – SUBSEQUENT EVENTS



Management has evaluated all known subsequent events through
the date the accompanying financial statements were available to be issued on November 16, 2015, and notes the following:



For the period beginning October 1, 2015 and ending November
16, 2015, the Company sold 31,250.15 shares of its common stock for total gross proceeds of $465,131, including amounts issued
pursuant to its distribution reinvestment plan in the amount of $9,837.



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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 equity, structured equity, and debt investments in small to mid-sized private U.S. companies. Structured equity refers to
derivative investment products, including convertible notes and warrants, designed to facilitate highly customized risk-return
objectives. Our private equity investments will generally take the form of direct investments in common and preferred equity, as
well as structured equity investments such as convertible notes and warrants. 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 November 16, 2015, we
have sold 453,176.31 shares of common stock for gross proceeds of approximately $6,652,575, including shares issued pursuant to
its distribution reinvestment plan in the amount of $75,351, 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.



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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



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 $4.3 billion in assets under management as of June 30, 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.



25





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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;



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-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.



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 nine months ended September 30, 2015, we made investments in portfolio companies totaling $3,089,500. During the same
period, we sold investments for proceeds of $374,192 and received principal repayments of $26,768. As of September 30, 2015,
our investment portfolio, with a total fair value of $4,901,935, consisted of interests in 20 portfolio companies (47.5% in
first lien senior secured loans, 14.8% in second lien senior secured loans, 12.2% in subordinated debt and 25.5% in equity).
The portfolio companies that comprised our portfolio as of such date had an average annual EBITDA of approximately $100.6
million. As of September 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 53.68% 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 5.02% based upon the amortized cost of our investments and was 6.74% on the
debt portfolio alone. Our gross annual portfolio yield represents the expected yield to be generated by us on ourinvestment
portfolio based on the composition of our portfolio as of September 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 nine months
ended September 30, 2015:



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

|                                     |  |   |                                                                                |  |  |                   |                                                                               |   |           |   |           |                   |  |  |     |  
|------------------------------------ |  | - | ------------------------------------------------------------------------------ |  |  | ----------------- | ----------------------------------------------------------------------------- | - | --------- | - | --------- | ----------------- |  |  | --- | -
|                                     |  |   | Three
                                         months ended September 30, 2015 |  |  |                   | Nine
                                         months ended September 30, 2015 |  
|                                     |  |   |                                                                                |  |  | Percentage        |                                                                               |   |           |   |           | Percentage        | 
|                                     |  |   | Purchases                                                                      |  |  | of 
    Portfolio |                                                                               |   | Purchases |   |           | of 
    Portfolio | 
|Senior
    Secured Loans—First Lien  |  | $ | 738,250                                                                        |  |  |                   | 41                                                                            | % |           | $ | 1,355,125 |                   |  |  | 36  | %
|Senior Secured
    Loans—Second Lien |  |   | 481,875                                                                        |  |  |                   | 26                                                                            | % |           |   | 604,375   |                   |  |  | 16  | %
|Subordinated Debt                    |  |   | 600,000                                                                        |  |  |                   | 33                                                                            | % |           |   | 600,000   |                   |  |  | 16  | %
|Equity/Other                         |  |   | —                                                                              |  |  |                   | 0                                                                             | % |           |   | 1,250,000 |                   |  |  | 33  | %
|Total                                |  | $ | 1,820,125                                                                      |  |  |                   | 100                                                                           | % |           | $ | 3,809,500 |                   |  |  | 100 | %











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



|                            |  |                        |           |   |                        |  
|--------------------------- |  | ---------------------- | --------- | - | ---------------------- | -
|                            |  | Three
    months ended |           |   | Nine
    months ended  |  
|Net
    Investment Activity |  | September
    30, 2015 |           |   | September
    30, 2015 |  
|Purchases                   |  | $                      | 1,820,125 |   |                        | $
|Sales
    and Redemptions   |  |                        | (10,128   | ) |                        |  
|Net
    Portfolio Activity  |  | $                      | 1,809,997 |   |                        | $





|                                     |  | September
    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) |  
|Senior
    Secured Loans—First Lien  |  | $                                    | 2,316,264 |  |                               | $ | 2,327,304 |                                              |  |  | 47                                   | %
|Senior Secured
    Loans—Second Lien |  |                                      | 725,443   |  |                               |   | 724,532   |                                              |  |  | 15                                   | %
|Subordinated Debt                    |  |                                      | 600,099   |  |                               |   | 600,099   |                                              |  |  | 12                                   | %
|Equity/Other                         |  |                                      | 1,250,000 |  |                               |   | 1,250,000 |                                              |  |  | 26                                   | %
|Total                                |  | $                                    | 4,891,806 |  |                               | $ | 4,901,935 |                                              |  |  | 100                                  | %














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





|                                                                             |  | September
    30, 2015 |         | December 31, 2014
|---------------------------------------------------------------------------- |  | ---------------------- | ------- | -----------------
|Number
    of Portfolio Companies                                            |  |                        | 20      |                  
|%
    Variable Rate (based on fair value)                                    |  |                        | 62.3%   |                  
|%
    Fixed Rate (based on fair value)                                       |  |                        | 12.2%   |                  
|%
    Non-Income Producing Equity or Other Investments (based on fair value) |  |                        | 25.5%   |                  
|Average
    Annual EBITDA of Portfolio Companies                             |  | $                      | 100.6MM |                  
|Weighted
    Average Credit Rating of Investments that were Rated            |  |                        | B2      |                  
|% of Investments
    on Non-Accrual                                          |  |                        | —       |                  
|Gross
    Portfolio Yield Prior to Leverage (based on amortized cost)        |  |                        | 5.0%    |                  



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 September 30, 2015 and December 31, 2014:







|                                             |  | September
    30, 2015(Unaudited) |           |  |  | December
                                         31, 2014 |              
|-------------------------------------------- |  | --------------------------------- | --------- |  |  | ---------------------------------------------------------- | -------------
|                                             |  |                                   | Fair      |  |  |                                                            | Percentage of
|Industry
    Classification                  |  |                                   | Value     |  |  |                                                            | Portfolio    
|Automotive
    Repair, Services, and Parking |  | $                                 | 123,489   |  |  |                                                            | 2.5          
|Beverage, Food
    & Tobacco                 |  |                                   | 483,414   |  |  |                                                            | 9.9          
|Business Services                            |  |                                   | 641,973   |  |  |                                                            | 13.2         
|Construction Special
    Trade Contractors   |  |                                   | —         |  |  |                                                            | 0.0          
|Healthcare &
    Pharmaceuticals             |  |                                   | 1,217,754 |  |  |                                                            | 24.9         
|High Tech Industries                         |  |                                   | 247,187   |  |  |                                                            | 5.0          
|Metals & Mining                              |  |                                   | 231,251   |  |  |                                                            | 4.7          
|Paper and Allied
    Products                |  |                                   | 122,227   |  |  |                                                            | 2.5          
|Specialty Finance                            |  |                                   | 1,350,099 |  |  |                                                            | 27.6         
|Transportation:
    Cargo                    |  |                                   | 123,124   |  |  |                                                            | 2.5          
|Wholesale Trade-Durable
    Goods            |  |                                   | 124,063   |  |  |                                                            | 2.5          
|Wholesale
    Trade-Nondurable Goods         |  |                                   | 237,354   |  |  |                                                            | 4.7          
|Total                                        |  | $                                 | 4,901,935 |  |  |                                                            | 100.0        





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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 a convertible note) 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.



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 | Highest
                                         quality obligors, minimal medium term default risk; possibly moving towards investment
                                         grade status.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2 | 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 | 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 | Credits
                                         new to the leveraged loan universe; currently performing within a range of expected performance;
                                         moderate to aggressive credit statistics.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



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



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



Categories
1 through 5 are performing in line with expectation, while categories 6-8 are closely watched for or have experienced liquidity
problems and/or default.



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





|                      |   | September 30, 2015 |  |   | December 31, 2014 | 
|--------------------- | - | ------------------ |  | - | ----------------- | 
|Investment
    Rating |   | Fair Value         |  |   | Percentage        | 
|                      | 1 |                    |  | $ | —                 | 
|                      | 2 |                    |  |   | —                 | 
|                      | 3 |                    |  |   | 479,059           | 
|                      | 4 |                    |  |   | 1,286,026         | 
|                      | 5 |                    |  |   | 1,286,751         | 
|                      | 6 |                    |  |   | —                 | 
|                      | 7 |                    |  |   | —                 | 
|                      | 8 |                    |  |   | —                 | 
|                      |   |                    |  | $ | 3,051,836         | 





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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 September 30, 2015 and 2014, we generated $41,591 and $55, respectively, in investment income in the form
of interest and fees earned on our debt portfolio. Such revenues represent $39,843 of cash income and $1,748 in non-cash portions
related to the accretion of discounts and paid-in-kind interest for the three months ended September 30, 2015. We expect the dollar
amount of interest that we earn to continue to increase as the size of our investment portfolio increases.



For
the nine months ended September 30, 2015 and 2014, we generated $102,719 and $93, respectively, in investment income in the form
of interest and fees earned on our debt portfolio. Such revenues represent $98,870 of cash income and $3,849 in non-cash portions
related to the accretion of discounts and paid-in-kind interest for the nine months ended September 30, 2015.



Operating
Expenses



Total operating expenses before reimbursement
from the sponsor and management fee waiver totaled $147,747 and $106,112 for the three months ended September 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 $27,471 and $15,885,
respectively, and the incentive fees for the quarters were $(1,954) and $0, respectively. Pursuant to the Expense Reimbursement
Agreement (discussed below), the sponsor reimbursed the Company $147,747 and $106,057 for the three months ended September 30,
2015 and 2014.





Total
operating expenses before reimbursement from the sponsor and management fee waiver totaled $448,597 and $276,422 for the nine
months ended September 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 $66,812 and $39,236, respectively, and the incentive fees for the quarters were $3,489 and $0, respectively.
Pursuant to the Expense Reimbursement Agreement (discussed below), the sponsor reimbursed the Company $448,597 and $276,329 for
the nine months ended September 30, 2015 and 2014.



Our
other general and administrative expenses totaled $12,004 and $22,454 for the three months ended September 30, 2015 and 2014,
respectively, and $18,508 and $29,725 for the nine months ended September 30, 2015 and 2014, respectively, and consisted of the
following:



|                         |  |                        |        |  |                        |   |        |                        |  |   |                        |  |  |   |        | 
|------------------------ |  | ---------------------- | ------ |  | ---------------------- | - | ------ | ---------------------- |  | - | ---------------------- |  |  | - | ------ | 
|                         |  | Three months ended     |        |  | Three months ended     |   |        | Nine months ended      |  |   | Nine months ended      | 
|                         |  | September
    30, 2015 |        |  | September
    30, 2014 |   |        | September
    30, 2015 |  |   | September
    30, 2014 | 
|Licenses
    and permits |  | $                      | —      |  |                        | $ | —      |                        |  | $ | 239                    |  |  | $ | 238    | 
|Insurance                |  |                        | —      |  |                        |   | 18,663 |                        |  |   | —                      |  |  |   | 19,879 | 
|Printing
    fees        |  |                        | 689    |  |                        |   | 925    |                        |  |   | 3,537                  |  |  |   | 3,837  | 
|Travel
    expenses      |  |                        | 10,304 |  |                        |   | —      |                        |  |   | 12,346                 |  |  |   | 1,217  | 
|Other                    |  |                        | 1,011  |  |                        |   | 2,866  |                        |  |   | 2,386                  |  |  |   | 4,554  | 
|Total                    |  | $                      | 12,004 |  |                        | $ | 22,454 |                        |  | $ | 18,508                 |  |  | $ | 29,725 | 



Net
Investment Income



Our
net investment income totaled $41,591 ($0.14 per share based on weighted average shares outstanding) for the three months ended
September 30, 2015 and $102,719 ($0.35 per share based on weighted average shares outstanding) for the nine months ended September
30, 2015. Our net investment income was $0 for the three and nine months ended September 30, 2014.



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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 nine months ended September 30,
2015, we sold investments and received principal payments of $10,128 and $400,960, from which we realized a net gain of $0 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 nine months ended September
30, 2015, net changes in unrealized appreciation were $(9,767) and $10,918, respectively. There was no portfolio activity for the
same periods in 2014.





Changes in Net Assets from Operations

For the three and nine months ended
September 30, 2015, we recorded a net income of $31,824 and $120,958, respectively, versus net income of $0 for the three and nine
months ended September 30, 2014.



Based on 363,214 and 296,619 weighted
average common shares outstanding for the three and nine months ended September 30, 2015, basic and diluted, our per share net
increase in net assets resulting from operations was $0.09 and $0.41.



Based on 203,189 and 81,195 weighted
average common shares outstanding for the three and nine months ended September 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 nine months ended
September 30, 2015, we sold 192,451.92 shares of our common stock for gross proceeds of $2,601,550 at an average price per
share of $14.77. The gross proceeds received during the nine months ended September 30, 2015 include reinvested stockholder
distributions of $65,514 for which we issued 4,597.46 shares of common stock. During the nine months ended September 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 $241,673 for the nine months ended September 30, 2015. These sales commissions and fees include
$60,206 retained by the dealer manager, Triton Pacific Securities, LLC, which is an affiliate of the Company.



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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.



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.



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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.

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 September 30, 2015:



|                          |  |   |              |  |   |        | 
|------------------------- |  | - | ------------ |  | - | ------ | 
|                          |  |   | Distribution | 
|For the Nine Months Ended |  |   | Per Share    |  |   | Amount | 
|Fiscal 2015               |  |   |              |  |   |        | 
|January 20, 2015          |  | $ | 0.07545      |  | $ | 17,314 | 
|April 13, 2015            |  | $ | 0.11600      |  | $ | 28,334 | 
|April 29, 2015            |  | $ | 0.04000      |  | $ | 9,880  | 
|May 29, 2015              |  | $ | 0.04000      |  | $ | 12,634 | 
|June 29, 2015             |  | $ | 0.04000      |  | $ | 13,295 | 
|July 30, 2015             |  | $ | 0.04000      |  | $ | 13,676 | 
|August 28, 2015           |  | $ | 0.04000      |  | $ | 14,511 | 
|September 29, 2015        |  | $ | 0.04000      |  | $ | 16,287 | 





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 October 20, our board declared a distribution of
$0.045 per share payable to shareholders of record on October 22, 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.





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



|                                                          |  |   |                                          |  |  |            |  
|--------------------------------------------------------- |  | - | ---------------------------------------- |  |  | ---------- | -
|                                                          |  |   | Nine months ended
    September 30, 2015 | 
|Source of Distribution                                    |  |   | Distribution Amount                      |  |  | Percentage |  
|Offering proceeds                                         |  | $ | —                                        |  |  | —          |  
|Borrowings                                                |  |   | —                                        |  |  | —          |  
|Net investment income(1)                                  |  |   | 118,929                                  |  |  | 94         | %
|Short-term capital gains proceeds from the sale of assets |  |   | 7,002                                    |  |  | 6          | %
|Long-term capital gains proceeds from the sale of assets  |  |   | —                                        |  |  | —          |  
|Expense reimbursement from sponsor                        |  |   | —                                        |  |  | —          |  
|Total                                                     |  | $ | 125,931                                  |  |  | 100        | %










|(1) | During the nine months ended September 30, 2015, 96.3%
    of the Company’s gross investment income was attributable to cash income earned, and 3.7% was attributable to non-cash accretion of  discount.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









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.



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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.

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.



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Under the Expense Reimbursement Agreement
as amended, once we have received at least $25 million in net proceeds from our offering,we are required to reimburse our Adviser for any expense support payments we received from themoccurring within three years of the date on which our Adviser funded such payments. 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.

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 end of the
fiscal year in whicheach respective expense support payment is made or assumed by the Adviser.
We are not required to pay interest on any payments reimbursed by us to our Adviser.

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 $2,663,810 as of September 30, 2015, which amounts have consisted of offsets against amounts
owed by us to our Adviser since our inception.

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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 ExpensePayment Obligation |  | Amount of Offering CostPayment Obligation |  | Operating ExpenseRatio as of theDate ExpensePayment ObligationIncurred(2) |  | Annualized DistributionRate as of the DateExpense PaymentObligation Incurred(3) |  | Eligible forReimbursementThrough
|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                             |  | $898,518                                  |  | 23.17%                                                                    |  | —                                                                               |  | June 30, 2017                   
|September 30, 2014   |  | $92,143                             |  | $71,060                                   |  | 20.39%                                                                    |  | —                                                                               |  | September 30, 2017              
|December 31, 2014    |  | $115,777                            |  | $90,860                                   |  | 11.15%                                                                    |  | —                                                                               |  | December 31, 2017               
|March 31, 2015       |  | $134,301                            |  | $106,217                                  |  | 13.75%                                                                    |  | 2.01%                                                                           |  | March 31, 2018                  
|June 30, 2015        |  | $166,549                            |  | $167,113                                  |  | 14.10%                                                                    |  | 3.20%                                                                           |  | June 30, 2018                   
|September 30, 2015   |  | $147,747                            |  | $240,848                                  |  | 10.45%                                                                    |  | 3.20%                                                                           |  | March 31, 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.



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



|                                     |  |   |                   |   |   |                  |  
|------------------------------------ |  | - | ----------------- | - | - | ---------------- | -
|                                     |  |   | September 30,2015 |   |   | December 31,2014 |  
|Operating Expenses                   |  | $ | 1,089,193         |   | $ | 640,597          |  
|Offering Costs                       |  |   | 1,574,617         |   |   | 1,060,438        |  
|Due to related party offset          |  |   | (2,109,857        | ) |   | (1,105,341       | )
|Reimbursements received from Adviser |  |   | (342,715          | ) |   | (342,715         | )
|Total Reimbursement due from Adviser |  | $ | 211,238           |   | $ | 252,979          |  





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.





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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
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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.





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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.



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.





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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 September 30, 2015, 62.3% (based on fair value)
of our investments paid variable interest rates, 12.2% paid fixed rates, and 25.5% were non-income producing equity. 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.



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 September
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      |  |                 | 4.15 
|Up
    200 basis points      |  |                 | 18.97
|Up
    300 basis points      |  |                 | 33.79



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.





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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 September 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.



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: November
    16, 2015 |  |  |  | Triton
    Pacific Investment Corporation, Inc.
|                             |  |  | 
|                             |  |  |  | By                                              | /s/
    Craig J. Faggen                                                                                                                                                         
|                             |  |  |  |                                                 | Craig
                                       J. Faggen
        
        Chief
        Executive Officer
        
        (Principal
        Executive Officer)                  
|                             |  |  | 
|Dated: November
    16, 2015 |  |  |  | By                                              | /s/
    Michael L. Carroll                                                                                                                                                      
|                             |  |  |  |                                                 | Michael
                                       L. Carroll
        
        Chief
        Financial Officer
        
        (Principal
        Accounting and Financial Officer)





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