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UNITED STATESSECURITIES
AND EXCHANGE COMMISSION  Washington, D.C. 20549


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

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

For the
Quarterly Period Ended June 30, 2014

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

For the
transition period from to

Commission
File Number 333-174873

| |  | 
| |  | 
| |  | 

Triton
Pacific Investment Corporation, Inc.(Exact name of registrant as specified in its charter)

|                                                                                    |                                           |                    
|----------------------------------------------------------------------------------- | ----------------------------------------- | -------------------
|Maryland                                                                            |                                           | 45-2460782         
|(State or other jurisdiction of                                                     |                                           | (I.R.S. Employer   
|incorporation or organization)                                                      |                                           | 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 x No
o

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 x No
o

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

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

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

As
of June 30, 2014, the Registrant had 173,085.16 shares of common stock, $0.001
par value, outstanding.

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TABLE OF CONTENTS

|                                                                                               |  |   
|---------------------------------------------------------------------------------------------- |  | --
|Part IFinancial Information                                                                   |  | 3 
|                                                                                               |  |   
|Item 1: Financial Statements                                                                   |  | 3 
|                                                                                               |  |   
|Item 2: Managements Discussion and Analysis of Financial Condition
 and Results of Operations |  | 12
|                                                                                               |  |   
|Item 3: Quantitative and Qualitative Disclosures About Market Risk                             |  | 25
|                                                                                               |  |   
|Item 4: Controls and Procedures                                                                |  | 25
|                                                                                               |  |   
|Part IIOther Information                                                                      |  | 26
|                                                                                               |  |   
|Item 1: Legal Proceedings                                                                      |  | 26
|                                                                                               |  |   
|Item 1A: Risk Factors                                                                          |  | 26
|                                                                                               |  |   
|Item 2: Unregistered Sales of Equity Securities and Use of Proceeds                            |  | 26
|                                                                                               |  |   
|Item 3: Defaults Upon Senior Securities                                                        |  | 26
|                                                                                               |  |   
|Item 4: Mine Safety Disclosures                                                                |  | 26
|                                                                                               |  |   
|Item 5: Other Information                                                                      |  | 26
|                                                                                               |  |   
|Item 6: Exhibits                                                                               |  | 26
|                                                                                               |  |   
|SIGNATURES                                                                                     |  | 27

2

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Table of Contents

Part IFinancial Information

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

TRITON PACIFIC INVESTMENT CORPORATION, INC.
STATEMENTS OF FINANCIAL POSITION

|                                                                                                                                 |  |                             |           |                    |   |           | 
|-------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | --------- | ------------------ | - | --------- | 
|                                                                                                                                 |  | June 30,
 2014
 (unaudited) |           | December 31,
 2013 |  
|ASSETS                                                                                                                           | 
|                                                                                                                                 |  |                             |           |                    |   |           | 
|Cash                                                                                                                             |  | $                           | 2,136,771 |                    | $ | 85        | 
|Restricted cash (see Note 1)                                                                                                     |  |                             |          |                    |   | 160,000   | 
|Prepaid expenses                                                                                                                 |  |                             | 271       |                    |   | 1,445     | 
|Reimbursement due from Sponsor                                                                                                   |  |                             | 788,598   |                    |   | 391,240   | 
|Deferred offering costs                                                                                                          |  |                             |          |                    |   | 775,858   | 
|                                                                                                                                 |  |                             |           |                    |   |           | 
|                                                                                                                                 |  | $                           | 2,925,640 |                    | $ | 1,328,628 | 
|                                                                                                                                 |  |                             |           |                    |   |           | 
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                             | 
|                                                                                                                                 |  |                             |           |                    |   |           | 
|LIABILITIES                                                                                                                      |  |                             |           |                    |   |           | 
|Accounts payable and accrued liabilities                                                                                         |  | $                           | 225,000   |                    | $ | 244,475   | 
|Due to related parties                                                                                                           |  |                             | 363,990   |                    |   | 724,150   | 
|                                                                                                                                 |  |                             |           |                    |   |           | 
|                                                                                                                                 |  |                             | 588,990   |                    |   | 968,625   | 
|                                                                                                                                 |  |                             |           |                    |   |           | 
|COMMON
 SHARES HELD IN ESCROW (see Note 1)                                                                                       |  |                             |          |                    |   | 160,000   | 
|                                                                                                                                 |  |                             |           |                    |   |           | 
|NET ASSETS                                                                                                                       |  |                             |           |                    |   |           | 
|Common stock, $0.001 par value, 75,000,000
 shares authorized, 173,085.16 and
 14,815 shares issued and outstanding respectively |  |                             | 173       |                    |   | 15        | 
|Additional paid-in capital                                                                                                       |  |                             | 2,336,477 |                    |   | 199,988   | 
|                                                                                                                                 |  |                             |           |                    |   |           | 
|                                                                                                                                 |  |                             | 2,336,650 |                    |   | 200,003   | 
|                                                                                                                                 |  |                             |           |                    |   |           | 
|                                                                                                                                 |  | $                           | 2,925,640 |                    | $ | 1,328,628 | 

The
accompanying notes are an integral part of these statements.

3

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Table of Contents

TRITON PACIFIC INVESTMENT CORPORATION, INC.STATEMENTS
OF OPERATIONS(UNAUDITED)

|                                           |  |                              |         |                            |   |                                                         |   |      |          |      |   |          |   |   |          |  
|------------------------------------------ |  | ---------------------------- | ------- | -------------------------- | - | ------------------------------------------------------- | - | ---- | -------- | ---- | - | -------- | - | - | -------- | -
|                                           |  | Three months ended
 June 30, |         | Six months ended
 June 30, |   | April 29, 2011
 (Date of
 Inception)
 Through
 June 30, |  
|                                           |  | 2014                         |         | 2013                       |   | 2014                                                    |   | 2013 |          | 2014 |  
|                                           |  |                              |         |                            |   |                                                         |   |      |          |      |   |          |   |   |          |  
|INVESTMENT INCOME                          |  | $                            | 38      |                            | $ |                                                        |   | $    | 38       |      | $ |         |   | $ | 38       |  
|                                           |  |                              |         |                            |   |                                                         |   |      |          |      |   |          |   |   |          |  
|OPERATING EXPENSES                         |  |                              |         |                            |   |                                                         |   |      |          |      |   |          |   |   |          |  
|Board fees                                 |  |                              | 23,250  |                            |   | 23,250                                                  |   |      | 46,500   |      |   | 48,000   |   |   | 187,500  |  
|Administrator expense                      |  |                              | 29,144  |                            |   | 28,504                                                  |   |      | 65,814   |      |   | 28,504   |   |   | 153,140  |  
|Professional fees                          |  |                              | 14,525  |                            |   | 20,200                                                  |   |      | 27,375   |      |   | 41,100   |   |   | 123,052  |  
|Management fees                            |  |                              | 13,564  |                            |   | 3,217                                                   |   |      | 23,350   |      |   | 6,042    |   |   | 41,576   |  
|Organizational expense                     |  |                              |        |                            |   |                                                        |   |      |         |      |   |         |   |   | 47,458   |  
|Other operating expenses                   |  |                              | 5,558   |                            |   | 3,005                                                   |   |      | 7,271    |      |   | 5,571    |   |   | 27,050   |  
|                                           |  |                              |         |                            |   |                                                         |   |      |          |      |   |          |   |   |          |  
|Total operating expenses                   |  |                              | 86,041  |                            |   | 78,176                                                  |   |      | 170,310  |      |   | 129,217  |   |   | 579,776  |  
|                                           |  |                              |         |                            |   |                                                         |   |      |          |      |   |          |   |   |          |  
|Waiver of management fees                  |  |                              |        |                            |   | (3,217                                                  | ) |      |         |      |   | (6,042   | ) |   | (18,226  | )
|Expense reimbursement from sponsor         |  |                              | (86,003 | )                          |   |                                                        |   |      | (170,272 | )    |   |         |   |   | (561,512 | )
|                                           |  |                              |         |                            |   |                                                         |   |      |          |      |   |          |   |   |          |  
|Net expenses                               |  |                              | 38      |                            |   | 74,959                                                  |   |      | 38       |      |   | 123,175  |   |   | 38       |  
|Net investment income                      |  |                              |        |                            |   | (74,959                                                 | ) |      |         |      |   | (123,175 | ) |   |         |  
|Net gain (loss) on investments             |  |                              |        |                            |   |                                                        |   |      |         |      |   |         |   |   |         |  
|                                           |  |                              |         |                            |   |                                                         |   |      |          |      |   |          |   |   |          |  
|NET INCOME(LOSS)                           |  | $                            |        |                            | $ | (74,959                                                 | ) | $    |         |      | $ | (123,175 | ) | $ |         |  
|                                           |  |                              |         |                            |   |                                                         |   |      |          |      |   |          |   |   |          |  
|PER SHAREINFORMATION                       |  |                              |         |                            |   |                                                         |   |      |          |      |   |          |   |   |          |  
|Net income (loss) per share                |  | $                            |        |                            | $ | (9.99                                                   | ) | $    |         |      | $ | (16.42   | ) | $ |         |  
|                                           |  |                              |         |                            |   |                                                         |   |      |          |      |   |          |   |   |          |  
|Weighted average common shares outstanding |  |                              | 23,511  |                            |   | 7,500                                                   |   |      | 19,187   |      |   | 7,500    |   |   | 7,928    |  

The accompanying notes are an integral part of these statements.

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TRITON PACIFIC INVESTMENT CORPORATION, INC.STATEMENTS
OF CHANGES IN NET ASSETS(UNAUDITED)

|                                                                     |  |                            |           |      |   |          |  
|-------------------------------------------------------------------- |  | -------------------------- | --------- | ---- | - | -------- | -
|                                                                     |  | Six Months Ended
 June 30, |          
|                                                                     |  | 2014                       |           | 2013 |  
|Operations                                                           |  |                            |           |      |   |          |  
|Net income (loss)                                                    |  | $                          |          |      | $ | (123,175 | )
|Net changes in Net Assets
 resulting from operations                 |  |                            |          |      |   | (123,175 | )
|Capital
 share transactions                                          |  |                            |           |      |   |          |  
|Issuance of common stock                                             |  |                            | 2,319,719 |      |   |         |  
|Offering costs                                                       |  |                            | (183,072  | )    |   |          |  
|Net changes in Net Assets
 resulting from capital share transactions |  |                            | 2,136,647 |      |   |         |  
|                                                                     |  |                            |           |      |   |          |  
|Total changes in Net Assets                                          |  |                            | 2,136,647 |      |   | (123,175 | )
|Net Assets at beginning of
 period                                   |  |                            | 200,003   |      |   | 21,517   |  
|Net Assets at end of period                                          |  | $                          | 2,336,650 |      | $ | (101,658 | )

The accompanying notes are an integral part of these statements.

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

|                                                                                                   |  |                             |           |      |   |          |   |                                                               |           |  
|-------------------------------------------------------------------------------------------------- |  | --------------------------- | --------- | ---- | - | -------- | - | ------------------------------------------------------------- | --------- | -
|                                                                                                   |  |                             |           |      |   |          |   | April 29, 2011
 (Date of
 Inception)
 Through
 June 30,
 2014 |          
|                                                                                                   |  | Six Months Ended 
 June 30, |           |     
|                                                                                                   |  | 2014                        |           | 2013 |   |         
|CASH FLOWS
 FROM OPERATING ACTIVITIES                                                              |  |                             |           |      |   |          |   |                                                               |           |  
|Net income (loss)                                                                                  |  | $                           |          |      | $ | (123,175 | ) | $                                                             |          |  
|Adjustments to reconcile net income (loss) to net cash
 provided (used in) by operating activities |  |                             |           |      |   |          |   |                                                               |           |  
|Depreciation and amortization                                                                      |  |                             |          |      |   | 832      |   |                                                               | 2,495     |  
|Change in assets and liabilities                                                                   |  |                             |           |      |   |          |   |                                                               |           |  
|Prepaid
 expenses                                                                                  |  |                             | 1,174     |      |   | 1,000    |   |                                                               | (271      | )
|Reimbursement
 due from sponsor                                                                    |  |                             | (170,272  | )    |   |         |   |                                                               | (561,512  | )
|Accounts
 payable                                                                                  |  |                             | (19,475   | )    |   | (5,288   | ) |                                                               |          |  
|Accrued
 expenses                                                                                  |  |                             | 188,611   |      |   | 131,301  |   |                                                               | 536,083   |  
|NET CASH
 PROVIDED BY (USED IN) OPERATING ACTIVITIES                                               |  |                             | 38        |      |   | 4,670    |   |                                                               | (23,205   | )
|                                                                                                   |  |                             |           |      |   |          |   |                                                               |           |  
|CASH FLOWS
 FROM INVESTING ACTIVITIES                                                              |  |                             |           |      |   |          |   |                                                               |           |  
|Restricted cash held in escrow                                                                     |  |                             | 160,000   |      |   |         |   |                                                               |          |  
|Purchase of software                                                                               |  |                             |          |      |   |         |   |                                                               | (2,495    | )
|NET CASH
 USED IN INVESTING ACTIVITIES                                                             |  |                             | 160,000   |      |   |         |   |                                                               | (2,495    | )
|                                                                                                  
|CASH FLOWS
 FROM FINANCING ACTIVITIES                                                              |  |                             |           |      |   |          |   |                                                               |           |  
|Issuance of common stock                                                                           |  |                             | 2,159,720 |      |   |         |   |                                                               | 2,420,970 |  
|Deferred offering costs                                                                            |  |                             | (183,072  | )    |   | (12,856  | ) |                                                               | (258,499  | )
|NET CASH
 PROVIDED BY (USED IN) FINANCING ACTIVITIES                                               |  |                             | 1,976,648 |      |   | (12,856  | ) |                                                               | 2,162,471 |  
|                                                                                                   |  |                             |           |      |   |          |   |                                                               |           |  
|NET CHANGE
 IN CASH                                                                                |  |                             | 2,136,686 |      |   | (8,186   | ) |                                                               | 2,136,771 |  
|                                                                                                   |  |                             |           |      |   |          |   |                                                               |           |  
|CASH -
 BEGINNING OF PERIOD                                                                        |  |                             | 85        |      |   | 8,321    |   |                                                               |          |  
|                                                                                                   |  |                             |           |      |   |          |   |                                                               |           |  
|CASH - END
 OF PERIOD                                                                              |  | $                           | 2,136,771 |      | $ | 135      |   | $                                                             | 2,136,771 |  
|                                                                                                   |  |                             |           |      |   |          |   |                                                               |           |  
|Supplemental
 schedule of non-cash investing activities                                            |  |                             |           |      |   |          |   |                                                               |           |  
|Deferred offering costs funded by affiliates                                                       |  | $                           | 122,661   |      | $ | 154,235  |   | $                                                             | 644,549   |  
|Deferred offering costs in accrued expenses                                                        |  | $                           |          |      | $ |         |   | $                                                             | 225,000   |  
|Conversion of accounts payable to equity                                                           |  | $                           |          |      | $ |         |   | $                                                             | 98,753    |  

The accompanying notes are an integral part of these statements.

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Table of Contents

TRITON PACIFIC
INVESTMENT CORPORATION, INC.NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1  DESCRIPTION
OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description
of Business.Triton Pacific Investment
Corporation, Inc. (the Company), incorporated in Maryland on April 29, 2011,
is a newly organized specialty finance company. 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 was formed to make debt and equity investments in small to mid-sized
private U.S. companies 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 1940 Act. The Company is
therefore required to comply with certain regulatory requirements. The Company
intends to elect to be treated for U.S. federal income tax purposes, and to
qualify annually thereafter, as a regulated investment company, or RIC, under
Subchapter M of the Internal Revenue code of 1986, as amended, or the Code.

Triton
Pacific Adviser, LLC (the Adviser or Sponsor) serves as the Investment
Adviser and TFA Associates, LLC 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 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.

The
Company sold 7,500 shares to the Adviser on May 3, 2012, at $13.50 per share,
which represents the initial public offering price of $15.00 per share minus
selling commissions and dealer manager fees aggregating $1.50. On July 26,
2013, the Company converted $98,753 in payables to the Adviser to 7,315 common
shares at $13.50 per share, which represents the initial public offering price
of $15.00 per share minus selling commissions and dealer manager fees
aggregating $1.50.

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, 2013.

Development
Stage Company.The Company complies with the
reporting requirements of development stage enterprises. The Company has
incurred organizational, accounting and offering costs in connection with the
Offering. The offering and other organization costs, which are primarily being
advanced by the Adviser, are expected to be reimbursed pursuant to the
Conditional Expense Reimbursement and Support Agreement (described below) until
the Company has raised gross proceeds of $25 million, at which point, the
Company will be subject to repayment of these costs. As of June 30, 2014, the
Company has met its minimum offering requirement of $2,500,000 and will exit
the development stage when the Company commences its planned principal
operations.

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Cash.The Company maintains cash balances that may exceed
federally insured limits.

Management
Estimates and Assumptions.The preparation of financial
statements in conformity with GAAP requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Restricted
Cash and Common Shares Held in Escrow.Prior
to meeting the terms of the escrow agreement, cash from share purchases was
restricted and such equity purchased was held outside of permanent equity until
the escrow was released on June 25, 2014. During the escrow period and the
period before funds are fully invested in portfolio investments, the Company
will maintain cash balances that may exceed federally insured limits.

Deferred 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
will be charged to stockholders equity upon the release of the escrow or to
expense if the Offering is not completed. The Adviser may reimburse the Company
for all or part of these amounts pursuant to the Expense Support and
Conditional Reimbursement Agreement (Expense Reimbursement Agreement)
discussed below. As of June 30, 2014, $898,519 of offering costs have been
reclassified and included as part of the Expense Reimbursement Agreement and
accordingly included in Reimbursement due from Sponsor.

Income
Taxes.The Company intends to elect to be treated for federal
income tax purposes, and intends to 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 one year 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 realized net
short-term capital gains in excess of realized net long-term capital losses, if
any, and any recognized and undistributed income from prior years for which it
paid no federal income taxes. 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 (or asset) 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 of June 30,
2014 and December 31, 2013, there are no uncertain positions taken or expected
to be taken that would require recognition of a liability (or asset) 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.

Recent
Accounting Pronouncements.In June 2013, the FASB issued
ASU 2013-08, Financial
Services  Investment Companies (ASC Topic 946)(ASU
2013-08), which affects the scope, measurement and disclosure requirements for
investment companies under GAAP. ASU 2013-08 contains new guidance on assessing
whether an entity is an investment company, requiring non-controlling ownership
interest in investment companies to be measured at fair value and requiring
certain additional disclosures. This guidance is effective for interim and
annual reporting periods beginning on or after December 15, 2013. Management
adopted this statement effective January 1, 2014.

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NOTE 2  RELATED PARTY TRANSACTIONS AND ARRANGEMENTS

Triton
Pacific Adviser, LLC and TFA Associates, LLC 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, Triton Pacific Capital Partners, LLC and Triton Pacific
Securities, LLC. As discussed below, the Company has entered into an Expense
Reimbursement Agreement. For the period from inception through June 30, 2014,
all registration, organization, operating and offering costs have been
accounted for under the Expense Reimbursement Agreement and accordingly
included in Reimbursement due from Sponsor on the Statement of financial condition.
The details of such costs are as follows:

|                                     |  |   |          |  
|------------------------------------ |  | - | -------- | -
|Operating Expenses                   |  | $ | 561,512  |  
|Offering Costs                       |  |   | 898,519  |  
|Due to related party offset          |  |   | (671,433 | )
|Total Reimbursement due from Sponsor |  | $ | 788,598  |  

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 2015 and may continue automatically for successive annual periods,
as approved by the Company. The Adviser has advanced the Company $184,063 for
registration and organization expenditures and operating expenses as of June
30, 2014 and converted $98,753 of this into capital.

Management
fees earned and accrued by the Adviser from January 1, 2014 through June 30,
2014 total $23,350. All management fees earned by the Adviser prior to January
1, 2014 were waived by the Adviser.

The
Company compensates TFA Associates, LLC for administration services per an
Administration Agreement for costs and expenses incurred with the
administration and operation of the Company. Such agreement expires July 2015
and may continue automatically for successive annual periods, as approved by
the Company. The Company has incurred $29,144 in administration fees for the
three months ended June 30, 2014, and $153,140 since inception, and these fees
have been reimbursed from the Sponsor pursuant to the Expense Reimbursement
Agreement discussed below.

Directors
receive an annual cash retainer of $20,000, plus $1,000 for every meeting they
attend and reimbursement of any reasonable out of pocket expenses incurred in
such connection. In addition, the Chairman of the Audit Committee will receive
an annual cash retainer of $10,000 and members of the Audit Committee will
receive an annual fee of $2,500 for their additional services, as well as $500
per Audit Committee meeting and reimbursement of any reasonable out of pocket
expenses incurred. We will not, however, pay any compensation to directors who
also serve as executive officers for us or our Adviser. In addition, we will
purchase directors and officers liability insurance on behalf of our
directors and officers.

Director
fees of $187,500 have been accrued through June 30, 2014. The Board has
indicated a willingness to continue accruing these fees during the development
stage of the Company.

Expense
Reimbursement Agreement

On
March 27, 2014, the Company and its Sponsor agreed to an Expense Reimbursement
Agreement. Under the Expense Reimbursement Agreement, the Sponsor will pay up
to 100% of the Companys operating expenses in order for the Company to achieve
a reasonable level of expenses relative to its investment income (referred to
as the Operating Expense Objective), as determined by the Company and the
Sponsor. Additionally, under the agreement, the Sponsor may reimburse any or
all of the offering costs. 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.
The Expense Reimbursement Agreement states that until the net proceeds to the
Company from its offering are at least $25 million, the Sponsor, or its
affiliates, will pay up to 100% of the Companys operating expenses in order
for the Company to achieve the Operating Expense Objective. After the Company
has received at least $25 million in net proceeds from its offering, the
Sponsor may, with the Companys consent, continue to make expense support
payments to the Company in order for the Company to continue to meet the
Operating Expense Objective. Any expense support payments shall be paid by the
Sponsor, or its affiliates, to the Company in any combination of cash, and/or
offsets against amounts otherwise due from the Company to the Sponsor, or its
affiliates. Any unreimbursed expense support payments may be reimbursed by the
Company within a period not to exceed three years from the date each respective
expense support payment is made.

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The
Company or the Sponsor may terminate the Expense Reimbursement Agreement at any
time upon thirty days written notice. 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. As of June 30, 2014, $1,460,031
has been recorded as Reimbursement due from Sponsor pursuant to the Expense
Reimbursement Agreement. Of this, $671,433, representing an amount due to the
Sponsor, was netted against the Reimbursement due from Sponsor.

NOTE 3  LIABILITIES

Liabilities
are broken down as follows:

|                                          |  |               |         |                   |   |         | 
|----------------------------------------- |  | ------------- | ------- | ----------------- | - | ------- | 
|                                          |  | June 30, 2014 |         | December 31, 2013 |  
|Accounts payable and accrued liabilities  |  |               |         |                   |   |         | 
|Legal                                     |  | $             | 225,000 |                   | $ | 225,000 | 
|Professional                              |  |               |        |                   |   | 19,475  | 
|                                          |  |               |         |                   |   |         | 
|                                          |  |               | 225,000 |                   |   | 244,475 | 
|                                          |  |               |         |                   |   |         | 
|Due to Related Parties                    |  |               |         |                   |   |         | 
|Legal                                     |  |               |        |                   |   | 204,191 | 
|Licenses, fees and
 registration expenses |  |               |        |                   |   | 95,603  | 
|Board expenses                            |  |               | 187,500 |                   |   | 141,000 | 
|Administrative expenses                   |  |               | 153,140 |                   |   | 87,326  | 
|Management Fees                           |  |               | 23,350  |                   |   | 196,030 | 
|                                          |  |               |         |                   |   |         | 
|                                          |  |               | 363,990 |                   |   | 724,150 | 
|                                          |  |               |         |                   |   |         | 
|                                          |  | $             | 588,990 |                   | $ | 968,625 | 

As
of June 30, 2014, before the offset, approximately 38% of these liabilities
were advanced for Deferred Offering Costs with the balance advanced for
covering the operating expenses of the Company.

Dealer
Manager Fees of $183,072 and other Deferred Offering Costs of $671,433 were
deducted from liabilities upon the closing of escrow on June 25, 2014. The
Dealer Manager fees were paid to Triton Pacific Securities, LLC and the other
Deferred Offering Costs were netted against Reimbursement due from Sponsor.

All
costs paid by affiliates of the Company are directly passed through to the
Company at the lower of the cost incurred by the affiliates or market value.
None of the Companys affiliates recognize any gain or profits for advancing
costs on behalf of the Company.

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NOTE 4  PER SHARE INFORMATION

The
current Net Asset Value (NAV), or book value per share based on 173,085.16
shares outstanding is $13.50 per share as of June 30, 2014.

NOTE 5  SUBSEQUENT EVENTS

From
July 1, 2014 through August 14, 2014, an additional 38,521.15 shares have been
sold.

Management
has evaluated all known subsequent events through the date the accompanying
financial statements were available to be issued.

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Table of Contents

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 quarterly 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 our last
post-effective, amended registration statement filed on form N-2 dated August
1, 2014, filed with the Securities and Exchange Commission (the SEC) on
August 1, 2014.

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 newly-formed 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 1940 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
intend to elect and 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
intend to offer 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.
The Company issued 7,500 shares of its common stock to Triton Pacific Adviser in
exchange for gross proceeds of $101,250. On July 26, 2013, the Company issued
7,315 shares of its common stock to Triton Pacific Adviser by converting
$98,750 of its liability for funds advanced by the Adviser for Deferred
Offering Costs.

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

| |                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | -Focusing primarily on
 debt and equity investments in small and mid-sized private U.S. companies,
 which we define as companies with annual revenue of from $10 million to $250
 million at the time of investment;
| |                                                                                                                                                                                                                     
| | -Leveraging the experience
 and expertise of our Adviser, its Sub-Adviser and its affiliates in sourcing,
 evaluating and structuring transactions;                                                                 
| |                                                                                                                                                                                                                     
| | -Employing disciplined
 underwriting policies and rigorous portfolio management;                                                                                                                                    
| |                                                                                                                                                                                                                     
| | -Developing our equity
 portfolio through our Advisers Value Enhancement Program, more fully
 discussed below in Investment Objectives and Policies  Investment Process;
 and                                   
| |                                                                                                                                                                                                                     
| | -Maintaining a well
 balanced portfolio.                                                                                                                                                                            

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

| |                          
| | -------------------------
| | -Investment opportunities
| |                          
| | -Market conditions       
| |                          
| | -Perceived Risk          

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Depending
on the amount of capital we raise in the Offering and subject to subsequent
changes in our capital base, we expect that our investments will generally
range between $1 million 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 debt investments and will make investment recommendations for
approval by our Adviser. ZAIS is a registered investment adviser under the
Advisers Act and had in excess of $5 billion in assets under management as of
March 31, 2014. ZAIS is not an affiliate of us or our Adviser
and does not own any of our
shares. The appointment of ZAIS as our sub-adviser is subject to the
approval of our stockholders and our Board has called a special meeting of our
stockholders to consider and approve the appointment of ZAIS as our
sub-adviser. Sound Point Capital, LP previously served as the Companys
sub-adviser but the agreement between the Adviser and Sound Point terminated
effective May 22, 2014.

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). However, we may also
invest in non-rated debt securities.

As
a BDC, we are subject to certain regulatory restrictions in making our
investments. For example, we will not be permitted to co-invest in transactions
originated by affiliates of our Adviser, including TPCP and certain of its
affiliates, unless we obtain an exemptive order from the SEC. 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 1940 Act and in a manner that will
not jeopardize our status as a BDC or RIC.

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Table of Contents

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.
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;                                                                                     

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Table of Contents

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | -costs associated with our reporting and compliance
 obligations under the Company Act and applicable federal and state securities
 laws;                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -brokerage commissions for our investments;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -legal, accounting and other costs associated with
 structuring, negotiating, documenting and completing our investment
 transactions;                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -all other expenses incurred by our Adviser in performing
 its obligations, subject to the limitations included in the investment
 adviser agreement; and                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | -all other expenses incurred by either our Administrator
 or us in connection with administering our business, including payments to
 our Administrator under the administration agreement that will be based upon
 our allocable portion of its overhead and other expenses incurred in
 performing its obligations under the administration agreement, including rent
 and our allocable portion of the costs of compensation and related expenses
 of our chief executive officer, chief compliance officer and chief financial
 officer and their respective staffs.

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. However, such reimbursement will be made at an
amount equal to the lower of TFA Associates actual costs or the amount that we
would be required to pay for comparable administrative services in the same
geographic location. Also, such costs will be reasonably allocated to us on the
basis of assets, revenues, time records or other reasonable methods. We will
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.

Portfolio and
Investment Activity

We
commenced operations on September 4, 2012. As a newly-organized investment
company, we have not yet made any portfolio investments.

The following
table summarizes the amortized cost and the fair value of investments and cash
and cash equivalents as of June 30, 2014:

|                           |  |                 |           |                      |  |            |   |                      |           |  |  |       |  
|-------------------------- |  | --------------- | --------- | -------------------- |  | ---------- | - | -------------------- | --------- |  |  | ----- | -
|                           |  | Amortized
 Cost |           | Percentage
 of Total |  | Fair Value |   | Percentage
 of Total |          
|Cash and
 Cash Equivalents |  | $               | 2,136,771 |                      |  | 100.0      | % | $                    | 2,136,771 |  |  | 100.0 | %
|Total                      |  | $               | 2,136,771 |                      |  | 100.0      | % | $                    | 2,136,771 |  |  | 100.0 | %

As
of June 30, 2014, as no investments have been made, there is no data on
portfolio weighted average yield or interest rates.

Triton
Pacific Adviser plans to regularly assess the risk profile of each of our debt
investments and rates each of them based on the following categories, which we
refer to as Triton Pacific Adviser investment credit rating:

|              |  |                                                                                                                                                                                                                                                                                                                                                                 
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Credit Rating |  | Definition                                                                                                                                                                                                                                                                                                                                                      
|1             |  | Investments
 that are performing above expectations.                                                                                                                                                                                                                                                                                                            
|              |  |                                                                                                                                                                                                                                                                                                                                                                 
|2             |  | Investments
 that are performing within expectations, with risks that are neutral or
 favorable compared to risks at the time of origination. All new loans are
 rated 2.                                                                                                                                                                                     
|              |  |                                                                                                                                                                                                                                                                                                                                                                 
|3             |  | Investments
 that are performing below expectations and that require closer monitoring,
 but where no loss of interest, dividend or principal is expected. Companies
 rated 3 may be out of compliance with financial covenants; however, loan
 payments are generally not past due.                                                                          
|              |  |                                                                                                                                                                                                                                                                                                                                                                 
|4             |  | Investments
 that are performing below expectations and for which risk has increased
 materially since origination. Some loss of interest or dividend is expected
 but no loss of principal. In addition to the borrower being generally out of
 compliance with debt covenants, loan payments may be past due (but generally
 not more than 180 days past due).
|              |  |                                                                                                                                                                                                                                                                                                                                                                 
|5             |  | Investments
 that are performing substantially below expectations and whose risks have
 increased substantially since origination. Most or all of the debt covenants
 are out of compliance and payments are substantially delinquent. Some loss of
 principal is expected.                                                                                     

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Table of Contents

Results of Operations

Operating
results for the three and six months ended June 30, 2014 and June 30, 2013 are
as follows:

|                                                     |  |                                    |    |                                    |   |                                  |   |                                  |    |  |   |          |  
|---------------------------------------------------- |  | ---------------------------------- | -- | ---------------------------------- | - | -------------------------------- | - | -------------------------------- | -- |  | - | -------- | -
|                                                     |  | Three
 Months Ended
 June 30, 2014 |    | Three
 Months Ended
 June 30, 2013 |   | Six
 Months Ended
 June 30, 2014 |   | Six
 Months Ended
 June 30, 2013 |   
|Total investment income (loss)                       |  | $                                  | 38 |                                    | $ |                                 |   | $                                | 38 |  | $ |         |  
|Total expenses, net                                  |  |                                    | 38 |                                    |   | 74,959                           |   |                                  | 38 |  |   | 123,175  |  
|Net investment income (loss)                         |  |                                    |   |                                    |   | (74,959                          | ) |                                  |   |  |   | (123,175 | )
|Net gain (loss) on investments                       |  |                                    |   |                                    |   |                                 |   |                                  |   |  |   |         |  
|Net decrease in net assets resulting from operations |  | $                                  |   |                                    | $ | (74,959                          | ) | $                                |   |  | $ | (123,175 | )

Investment Income

For
the three months ended June 30, 2014 and June 30, 2013, there was $38 and zero
in investment income. As no portfolio investments have been made, investment
income is derived solely from overnight time deposits earned from the funds in
the custody account held at Bank of New York Mellon Bank.

For
the six months ended June 30, 2014 and June 30, 2013, there was $38 and zero in
investment income. As no portfolio investments have been made, investment
income is derived solely from overnight time deposits earned from the funds in
the custody account held at Bank of New York Mellon Bank.

Operating Expenses

Total
operating expenses were $86,041 and $78,176 for the three months ended June 30,
2014 and June 30, 2013, 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 quarter ended June 30, 2014 were $13,564 and no incentive fee was
incurred for the quarter. The base management fees for the quarter ended June
30, 2013 were $3,217 and no incentive fee was incurred for the quarter.

Total
operating expenses were $170,310 and $123,175 for the six months ended June 30,
2014 and June 30, 2013, 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 six months ended June 30, 2014 were $23,350 and no incentive fee
was incurred for the quarter. The base management fees for the six months ended
June 30, 2013 were $6,042 and no incentive fee was incurred for the quarter.

Triton
Pacific Adviser has waived its base management fees since inception and through
the year ended December 31, 2013, thus removing the expense for the base
management fee during this period. Management fees will accrue beginning
January 1, 2014 and be subject to the Expense Reimbursement Agreement described
below

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.

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During
the three and six months ended June 30, 2014 and June 30, 2013, there were no
realized gains or losses.

Net Unrealized
Appreciation/Depreciation on Investments

Net
change in unrealized appreciation on investments reflects the net change in the
fair value of our investment portfolio. For the three and six months ended June
30, 2014 and June 30, 2013, there were no unrealized gains or losses.

Changes in Net
Assets from Operations

For
the three months ended June 30, 2014, we recorded a net income of zero versus a
net loss of $79,949 for the three months ended June 30, 2013.

Based
on 23,511 weighted average common shares outstanding for the three months ended
June 30, 2014, our per share net increase in net assets resulting from
operations was zero.

Based
on 7,500 weighted average common shares outstanding for the three months ended
June 30, 2013, our per share net decrease in net assets was $9.99.

For
the six months ended June 30, 2014, we recorded a net income of zero versus a
net loss of $123,175 for the six months ended June 30, 2013.

Based
on 19,187 weighted average common shares outstanding for the six months ended
June 30, 2014, our per share net increase in net assets resulting from
operations was zero.

Based
on 7,500 weighted average common shares outstanding for the six months ended
June 30, 2013, our per share net decrease in net assets was $16.42.

Financial Condition, Liquidity and Capital
Resources

We
will generate cash primarily from the net proceeds of the 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 will be investments in companies, and
payments of our expenses and distributions to holders of our common stock.

The
Offering is a continuous offering of our shares. We will file post-effective
amendments to the registration statement for the Offering to allow us to
continue this offering for at least two years. The dealer manager for the
Offering 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. We will not sell any shares
unless we raise gross offering proceeds of $2.5 million, which we refer to as
the minimum offering requirement. On June 25, 2014 the Company met the minimum
offering requirement, subscription funds held by City National Bank were
released from escrow to us that same day and investors with subscription funds
held in the escrow were admitted as stockholders as of that date.

Under
applicable FINRA rules, total organization and offering expenses are limited to
15% of the gross offering proceeds and underwriting compensation payable to
underwriters, broker-dealers or affiliates is limited to 10% of the gross
offering proceeds. The 10% limit on underwriting compensation is included as
part of the overall 15% limit on organization and offering expenses. Our
Adviser will reimburse to us, without recourse or reimbursement by us, any
organizational and offering expenses, to the extent they, taken together with
selling commissions and dealer manager fees, exceed 15% of the aggregate gross
proceeds from this offering. Offering expenses as a percentage of gross
proceeds are expected to decline as gross proceeds increase and are expected to
constitute 2% of gross proceeds if we sell all of the 20,000,000 shares
offered.

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Subsequent
to obtaining the minimum offering requirement, we will sell our shares on a
continuous basis at a price of $15.00; however, if our net asset value per
share increases by more than 10%, we will increase the offering price to a
price which, after deduction of the sales load, will be at least equal to our
net asset value per share. In connection with each closing on the sale of
shares of our common stock pursuant to our prospectus, our board of directors
or a committee thereof is required to make the determination within 48 hours of
the time that we price our shares for sale that we are not selling shares of
our common stock at a price materially below our then current net asset value
per share. Prior to each closing, to the extent we are required to do so under
applicable disclosure obligations, we will provide updates, including with
regard to any changes in the offering price per share, by filing a prospectus
supplement with the SEC, and we will also post any updated information to our
website.

We
may borrow funds to make investments at any time, including before we have
fully invested the proceeds of this 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 1940 Act. The
investment advisory agreement became effective the date that we met the minimum
offering requirement. Triton Pacific Adviser will serve 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 this
offering, our Administrator has contracted with Bank of New York Mellon and
affiliated entities to provide additional compliance and administrative
services, while we have directly engaged Bank of New York Mellon and affiliated
entities to act as our custodian. The Company has also entered into an
agreement with Gemini Fund Services to act as Transfer Agent.

Our
Adviser has also entered into an investment sub-advisory agreement with our
Sub-Adviser. Under the sub-advisory agreement, our Adviser will pay the
Sub-Adviser .125% (12.5 basis points) of the average gross assets of our
syndicated debt portfolio managed by our Sub-Adviser, which will include any
borrowings for investment purposes, and will be appropriately adjusted on a pro
rata basis during any partial quarter and for any share issuances or
repurchases during the relevant quarter. With respect to any incentive fee, our
Adviser will pay our Sub-Adviser one half of the incentive fee paid to the
Adviser multiplied by a quotient equal to the incentive fee generated on our
syndicated debt portfolio divided by the aggregate incentive fee payable to our
Adviser each quarter (pro-rated if less than one quarter). However, in no event
shall the incentive fee paid to the Sub-Adviser be greater than 100% of the
incentive fee we pay to our Adviser and all fees paid to the Sub-Adviser shall
be paid out of the fees we pay to our Adviser and will not increase the total
amount of base management fees or incentive fees we are required to pay. The
investment sub-advisory agreement with our Sub-Adviser is subject to the
approval of our stockholders and our Board has called a special meeting of our
stockholders to vote on and approve the proposed investment sub-advisory
agreement with our Sub-Adviser.

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 or investment
sub-advisory agreement would also be subject to approval by our stockholders.

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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
have elected to be treated, beginning with our fiscal year ending December 31,
2012, and intend to qualify annually thereafter, 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.

We
intend to authorize, declare and pay distributions quarterly as soon as
practicable after we have obtained the minimum offering requirement. Subject to
our board of directors discretion and applicable legal restrictions, our board
of directors intends to authorize and declare a quarterly distribution amount
per share of our common stock. We will then calculate each stockholders
specific distribution amount for the quarter using record and declaration dates
and the distributions will begin to accrue on the date we accept a 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, if we make a distribution, our 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.

No
distributions were declared for the three and six months ended June 30, 2014
and June 30, 2013.

Related Party Transactions

We
have entered into an investment advisory agreement with Triton Pacific Adviser
in which our senior management holds equity interests. 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 interests and act as principals.

We
have entered into a dealer manager agreement with Triton Pacific Securities,
LLC and will 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.

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We
have entered into a license agreement with Triton Pacific Group, Inc. under
which Triton Pacific Group, Inc. has agreed to grant us a non-exclusive,
royalty-free license to use the name Triton Pacific for specified purposes in
our business. Under this agreement, we will have a 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 will 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 operating expenses 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 our Adviser has agreed to make advances to us to
cover certain of our operating expenses. (See Expense Reimbursement
Agreement, below)

Management Fees

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

The
base management fee will be 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 will be
calculated based on the average value of our gross assets at the end of that
and the immediately preceding quarters, appropriately adjusted for any share
issuances or repurchases during that quarter. The base management fee may or
may not be taken in whole or in part at the discretion of our Adviser. All or
any part of the base management fee not taken as to any quarter shall be
accrued without interest and may be taken in such other quarter as our Adviser
shall determine. The base management fee for any partial quarter will be
appropriately pro-rated.

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

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 this 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%.

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Expense Reimbursement Agreement

On
March 27, 2014, the Company and its Sponsor agreed to an Expense Reimbursement
Agreement. Under the Expense Reimbursement Agreement, the Sponsor will pay up
to 100% of the Companys operating expenses in order for the Company to achieve
a reasonable level of expenses relative to its investment income (referred to
as the Operating Expense Objective), as determined by the Company and the
Sponsor. Additionally, under the agreement, the Sponsor may reimburse any or
all of the offering costs. 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.
The Expense Reimbursement Agreement states that until the net proceeds to the
Company from its offering are at least $25 million, the Sponsor, or its
affiliates, will pay up to 100% of the Companys operating expenses in order
for the Company to achieve the Operating Expense Objective. After the Company
has received at least $25 million in net proceeds from its offering, the
Sponsor may, with the Companys consent, continue to make expense support
payments to the Company in order for the Company to continue to meet the
Operating Expense Objective. Any expense support payments shall be paid by the
Sponsor, or its affiliates, to the Company in any combination of cash, and/or
offsets against amounts otherwise due from the Company to the Sponsor, or its
affiliates. Any unreimbursed expense support payments may be reimbursed by the
Company within a period not to exceed three years from the date each respective
expense support payment is made.

The
Company or the Sponsor may terminate the Expense Reimbursement Agreement at any
time upon thirty days written notice. 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. As of June 30, 2014, $1,460,031
has been recorded as Reimbursement due from Sponsor pursuant to the Expense
Reimbursement Agreement. Of this, $671,433, representing an amount due to the
Sponsor, was netted against the Reimbursement due from Sponsor.

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.

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.                                                                                                                                                                          

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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 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 dividends, even if we have not collected any cash.

Organization and
Offering Expenses

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 will be charged to stockholders
equity upon the release of the escrow or to expense if the Offering is not
completed. The Adviser may reimburse the Company for all or part of these
amounts pursuant to the Expense Support and Conditional Reimbursement Agreement
(Expense Reimbursement Agreement) discussed below. As of June 30, 2014,
$898,519 of offering costs have been reclassified and included as part of the
Expense Reimbursement Agreement and accordingly included in Reimbursement due
from Sponsor.

Federal Income Taxes

We
have elected to be treated for federal income tax purposes, 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 obtain and 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.

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Recent Developments

On
July 21, 2010, the President signed into law the Dodd-Frank Wall Street Reform
and Consumer Protection Act (the Dodd-Frank Act). The Dodd-Frank Act
institutes a wide range of reforms that will have an impact on all financial
institutions. Many of the requirements called for in the Dodd-Frank Act will be
implemented over time, most of which will be subject to implementing
regulations over the course of several years. Given the uncertainty associated
with the manner in which the provisions of the Dodd-Frank Act will be
implemented by the various regulatory agencies and through regulations, the
full impact such requirements will have on our business, results of operations
or financial condition is unclear.

The
Jumpstart Our Business Startups Act (the JOBS Act) became law on April 5,
2012. The JOBS Act substantially reduces the regulatory burdens on emerging
growth companies (companies with less than $1 billion in annual revenue)
during and following an IPO, and also substantially relaxes restrictions on
communications with potential investors in the context of both public and
private offerings. Many provisions of the JOBS Act, including the new relaxed
standards for emerging growth companies, were immediately effective and did not
require further SEC rulemaking. Certain other provisions, including the
elimination of restrictions on publicity in connection with certain private
offerings, will not become effective until the SEC adopts implementing rules.
We believe we will qualify as an emerging growth company.

As
of August 14, 2014, the Company has sold total of 214,939.64 shares of its
common stock for total proceeds of $3,128,721.52. This includes $200,003 in
contributions from its Adviser. The Company sold an additional 38,521.15 shares
since June 30, 2014.

Item 3: Quantitative and
Qualitative Disclosures About Market Risk.

Our
current primary market risk is 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.

Item 4: Controls and Procedures.

Disclosure Controls

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

Change In Internal
Control Over Financial Reporting

No
change occurred in our internal control over financial reporting (as defined in
Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended
June 30, 2014 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

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Table of Contents

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.

In
addition to other information set forth in this report, you should carefully
consider the Risk Factors discussed in our 10-K filed with the SEC on March
31, 2014 as well as the post-effective amendment to our registration statement
on form N-2 filed with the SEC on August 1, 2014, all of which could materially
affect our business, financial condition and/or operating results. Additional
risks or uncertainties not currently known to us or that we currently deem to
be immaterial also may materially affect our business, financial condition
and/or operating results.

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.

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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Table of Contents

SIGNATURES

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

|                        |                                               |                         | 
|----------------------- | --------------------------------------------- | ----------------------- | 
|Dated: August
 14, 2014 | Triton
 Pacific Investment Corporation, Inc.  |                        
|                        |                                               |                         | 
|                        | By                                            | /s/ Craig J.
 Faggen    | 
|                        | Craig J.
 Faggen                              |                        
|                        | Chief
 Executive Officer                      |                        
|                        | (Principal
 Executive Officer)                |                        
|                        |                                               |                         | 
|Dated:
 August 14, 2014 | By                                            | /s/ Michael
 L. Carroll | 
|                        | Michael L.
 Carroll                           |                        
|                        | Chief Financial
 Officer                      |                        
|                        | (Principal
 Accounting and Financial Officer) |                        

27

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