UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549










Form 10-Q










|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------
|  |                                                                                        
|  | For the quarterly period ended June 30, 2014                                           



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------
|  |                                                                                         
|  | For the transition period from             to                                           



Commission File
No. 0-54615










VII Peaks Co-Optivist Income BDC II,
Inc.

(Exact name of Registrant as specified
in its charter)










|Maryland                        | 45-2918121            
|------------------------------- | ----------------------
|(State or other jurisdiction of | (I.R.S. Employer      
|incorporation or organization)  | Identification Number)



4 Orinda Way, Suite 125-A

Orinda, CA 94563

(Address of principal executive offices)



(877) 700-0527

(Registrant’s telephone number,
including area code)



Not applicable

(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: YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes ̈No ̈



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



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



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



The number of shares
of the Registrant’s common stock, par value $0.001 per share, outstanding as of August 12, 2014 was 4,076,376.













VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.

FORM 10-Q FOR THE QUARTER ENDED
JUNE 30, 2014



TABLE OF CONTENTS



|           |                                                                                                 | Page
|---------- | ----------------------------------------------------------------------------------------------- | ----
|           |                                                                                                 |     
|PART I.    | FINANCIAL INFORMATION                                                                           | 1   
|           |                                                                                                 |     
|Item 1.    | Financial Statements                                                                            | 1   
|           |                                                                                                 |     
|           | Statements of Assets and Liabilities as of June 30, 2014 (unaudited) and December 31, 2013      | 1   
|           |                                                                                                 |     
|           | Statements of Operations for the three and six months ended June 30, 2014 and 2013 (unaudited)  | 2   
|           |                                                                                                 |     
|           | Statements of Changes in Net Assets for the six months ended June 30, 2014 and 2013 (unaudited) | 3   
|           |                                                                                                 |     
|           | Statements of Cash Flows for the six months ended June 30, 2014 and 2013 (unaudited)            | 4   
|           |                                                                                                 |     
|           | Schedule of Investments as of June 30, 2014 (unaudited)                                         | 5   
|           |                                                                                                 |     
|           | Schedule of Investments as of December 31, 2013                                                 | 6   
|           |                                                                                                 |     
|           | Notes to Financial Statements (unaudited)                                                       | 7   
|           |                                                                                                 |     
|Item 2.    | Management’s Discussion and Analysis of Financial Condition and Results of Operations           | 16  
|           |                                                                                                 |     
|Item 3.    | Quantitative and Qualitative Disclosures About Market Risk                                      | 25  
|           |                                                                                                 |     
|Item 4.    | Controls and Procedures                                                                         | 26  
|           |                                                                                                 |     
|PART II.   | OTHER INFORMATION                                                                               | 27  
|           |                                                                                                 |     
|Item 1.    | Legal Proceedings                                                                               | 27  
|           |                                                                                                 |     
|Item 1A.   | Risk Factors                                                                                    | 27  
|           |                                                                                                 |     
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                                     | 27  
|           |                                                                                                 |     
|Item 3.    | Defaults upon Senior Securities                                                                 | 27  
|           |                                                                                                 |     
|Item 4.    | Mine Safety Disclosures                                                                         | 27  
|           |                                                                                                 |     
|Item 5.    | Other Information                                                                               | 27  
|           |                                                                                                 |     
|Item 6.    | Exhibits                                                                                        | 27  
|           |                                                                                                 |     
|Signatures | 28                                                                                             













PART I – FINANCIAL INFORMATION



Item 1. Financial Statements



VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share and per share
data)

(Unaudited)



|                                                                                                                                      |  | As of         |       
|------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------
|ASSETS                                                                                                                                |  | June 30, 2014 |       
|Investments, at fair value (amortized cost of $32,595 and $23,769)                                                                    |  | $             | 30,762
|Investments, money market at fair value (cost of $2,083 and $1,644)                                                                   |  |               | 2,083 
|Total investments, at fair value                                                                                                      |  | $             | 32,845
|Interest receivable                                                                                                                   |  |               | 918   
|Prepaid expenses                                                                                                                      |  |               | 43    
|Due from related party                                                                                                                |  |               | 108   
|Receivable for common stock purchased                                                                                                 |  |               | -     
|Total assets                                                                                                                          |  | $             | 33,914
|                                                                                                                                      |  |               |       
|LIABILITIES                                                                                                                           |  |               |       
|Payable for unsettled trades                                                                                                          |  | $             | -     
|Management fees payable                                                                                                               |  |               | -     
|Accounts payable and accrued liabilities                                                                                              |  |               | 84    
|Stockholder distributions payable                                                                                                     |  |               | 126   
|Total liabilities                                                                                                                     |  | $             | 210   
|                                                                                                                                      |  |               |       
|NET ASSETS                                                                                                                            |  |               |       
|Preferred stock, par value, $.001 per share, 50,000,000 authorized, none issued and outstanding                                       |  |               | -     
|Common stock, par value, $.001 per share, 200,000,000 authorized; 4,067,009 and 3,151,376 shares issued and outstanding, respectively |  |               | 4     
|Paid-in capital in excess of par value                                                                                                |  |               | 37,352
|Treasury stock at cost, 35,123 and 548 shares, respectively                                                                           |  |               | (330  
|Accumulated distribution in excess of net investment income                                                                           |  |               | (1,489
|Net unrealized depreciation on investments                                                                                            |  |               | (1,833
|Total net assets                                                                                                                      |  |               | 33,704
|Total liabilities and net assets                                                                                                      |  | $             | 33,914
|                                                                                                                                      |  |               |       
|Net asset value per share                                                                                                             |  | $             | 8.29  





The accompanying notes are an integral part
of these financial statements.










(1) Derived from the Company’s audited Financial Statements
as of December 31, 2013.





1







VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



STATEMENTS OF OPERATIONS

(in thousands, except share and per share
data)

(Unaudited)



|                                                                |   | For the 
Three Months Ended June 30, |           |   | For the 
Three Months Ended June 30, |      |           | For the 
Six Months Ended June 30, |   |       | For the 
Six Months Ended June 30, |  
|--------------------------------------------------------------- | - | ------------------------------------ | --------- | - | ------------------------------------ | ---- | --------- | ---------------------------------- | - | ----- | ---------------------------------- | -
|                                                                |   | 2014                                 |           |   | 2013                                 |      |           | 2014                               |   |       | 2013                               |  
|Investment income:                                              |   |                                      |           |   |                                      |      |           |                                    |   |       |                                    |  
|Interest from investments                                       |   | $                                    | 848       |   |                                      | $    | 401       |                                    |   | $     | 1,558                              |  
|Other income                                                    |   |                                      | 103       |   |                                      |      | -         |                                    |   |       | 103                                |  
|Total investment income                                         |   |                                      | 951       |   |                                      |      | 401       |                                    |   |       | 1,661                              |  
|                                                                |   |                                      |           |   |                                      |      |           |                                    |   |       |                                    |  
|Operating expenses:                                             |   |                                      |           |   |                                      |      |           |                                    |   |       |                                    |  
|Professional fees                                               |   |                                      | 106       |   |                                      |      | 128       |                                    |   |       | 192                                |  
|Directors fees                                                  |   |                                      | 13        |   |                                      |      | 9         |                                    |   |       | 27                                 |  
|Insurance                                                       |   |                                      | 24        |   |                                      |      | 21        |                                    |   |       | 47                                 |  
|Management fees                                                 |   |                                      | 168       |   |                                      |      | 88        |                                    |   |       | 335                                |  
|Incentive fees                                                  |   |                                      | -         |   |                                      |      | (23       | )                                  |   |       | -                                  |  
|General and administrative                                      |   |                                      | 270       |   |                                      |      | 83        |                                    |   |       | 463                                |  
|Offering expense                                                |   |                                      | 22        |   |                                      |      | -         |                                    |   |       | 125                                |  
|Organizational expense                                          |   |                                      | -         |   |                                      |      | 43        |                                    |   |       | -                                  |  
|Operating expenses before expense reimbursements                |   |                                      | 603       |   |                                      |      | 349       |                                    |   |       | 1,189                              |  
|Expense reimbursement                                           |   |                                      | -         |   |                                      |      | (285      | )                                  |   |       | -                                  |  
|Total operating expenses net of expense reimbursements          |   |                                      | 603       |   |                                      |      | 64        |                                    |   |       | 1,189                              |  
|                                                                |   |                                      |           |   |                                      |      |           |                                    |   |       |                                    |  
|Net investment income                                           |   |                                      | 348       |   |                                      |      | 337       |                                    |   |       | 472                                |  
|                                                                |   |                                      |           |   |                                      |      |           |                                    |   |       |                                    |  
|Realized and unrealized gain (loss) on investments:             |   |                                      |           |   |                                      |      |           |                                    |   |       |                                    |  
|Net realized gain from investments                              |   |                                      | -         |   |                                      |      | 44        |                                    |   |       | 85                                 |  
|Net unrealized depreciation on investments                      |   |                                      | (951      | ) |                                      |      | (310      | )                                  |   |       | (1,218                             | )
|Net realized and unrealized gain
    (loss) on investments      |   |                                      | (951      | ) |                                      |      | (266      | )                                  |   |       | (1,133                             | )
|                                                                |   |                                      |           |   |                                      |      |           |                                    |   |       |                                    |  
|Net increase (decrease) in net assets resulting from operations | $ | (603                                 | )         |   | $                                    | 71   |           |                                    | $ | (661  | )                                  |  
|                                                                |   |                                      |           |   |                                      |      |           |                                    |   |       |                                    |  
|Per share information - basic and diluted:                      |   |                                      |           |   |                                      |      |           |                                    |   |       |                                    |  
|Net investment income                                           |   | $                                    | 0.09      |   |                                      | $    | 0.18      |                                    |   | $     | 0.13                               |  
|Net increase (decrease) in net assets resulting from operations | $ | (0.15                                | )         |   | $                                    | 0.04 |           |                                    | $ | (0.18 | )                                  |  
|Weighted average common shares outstanding                      |   |                                      | 4,054,473 |   |                                      |      | 1,914,889 |                                    |   |       | 3,749,965                          |  
|                                                                |   |                                      |           |   |                                      |      |           |                                    |   |       |                                    |  



The accompanying notes are an integral part
of these financial statements.





2







VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except share and per share
data)

(Unaudited)



|                                                                                                 |   | For the Six Months Ended June 30, 2014 |           |   | For the Six Months Ended June 30, 2013 |     
|------------------------------------------------------------------------------------------------ | - | -------------------------------------- | --------- | - | -------------------------------------- | ----
|                                                                                                 |   |                                        |           |   |                                        |     
|Operations:                                                                                      |   |                                        |           |   |                                        |     
|Net investment income                                                                            |   | $                                      | 472       |   |                                        | $   
|Net realized gain from investments                                                               |   |                                        | 85        |   |                                        |     
|Net unrealized depreciation on investments                                                       |   |                                        | (1,218    | ) |                                        |     
|Net increase (decrease) in net assets from operations                                            |   |                                        | (661      | ) |                                        |     
|Stockholder distributions:                                                                       |   |                                        |           |   |                                        |     
|Distributions from net investment income                                                         |   |                                        | (472      | ) |                                        |     
|Distributions from net realized gain on investments                                              |   |                                        | (85       | ) |                                        |     
|Distributions from paid in capital                                                               |   |                                        | (829      | ) |                                        |     
|Net decrease in net assets from stockholder distributions                                        |   |                                        | (1,386    | ) |                                        |     
|Capital share transactions:                                                                      |   |                                        |           |   |                                        |     
|Issuance of common stock, net of issuance costs                                                  |   |                                        | 7,469     |   |                                        |     
|Reinvestment of stockholder distributions                                                        |   |                                        | 481       |   |                                        |     
|Total investment contributions transferred in-kind                                               |   |                                        | 758       |   |                                        |     
|Treasury capital/redemptions                                                                     |   |                                        | (330      | ) |                                        |     
|Net increase in net assets from capital share transactions                                       |   |                                        | 8,378     |   |                                        |     
|                                                                                                 |   |                                        |           |   |                                        |     
|Total increase in net assets                                                                     |   |                                        | 6,331     |   |                                        |     
|Net assets at beginning of
    period                                                            |   |                                        | 27,373    |   |                                        |     
|Net assets at end of period                                                                      |   | $                                      | 33,704    |   |                                        | $   
|                                                                                                 |   |                                        |           |   |                                        |     
|Net asset value per common share                                                                 |   | $                                      | 8.29      |   |                                        | $   
|Common shares outstanding at end of period                                                       |   |                                        | 4,067,009 |   |                                        |     
|                                                                                                 |   |                                        |           |   |                                        |     
|Accumulated distribution in excess of net investment income and net realized gain on investments | $ | (1,489                                 | )         |   | $                                      | (296





The accompanying notes are an integral part
of these financial statements.





3







VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



STATEMENTS OF CASH FLOWS

(in thousands, except share and per share
data)

(Unaudited)



|                                                                                                                         |  | For the Six Months Ended June 30, 2014 |         |   | For the Six Months Ended June 30, 2013 |  
|------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------- | ------- | - | -------------------------------------- | -
|Operating activities:                                                                                                    |  |                                        |         |   |                                        |  
|Net increase (decrease) in net assets from operations                                                                    |  | $                                      | (661    | ) |                                        | $
|Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities: |  |                                        |         |   |                                        |  
|Paid in-kind interest income                                                                                             |  |                                        | (15     | ) |                                        |  
|Net accretion of discount on investments                                                                                 |  |                                        | (40     | ) |                                        |  
|Repayments of investments                                                                                                |  |                                        | 7,330   |   |                                        |  
|Purchase of investments                                                                                                  |  |                                        | (15,278 | ) |                                        |  
|Repayments of investments - money market                                                                                 |  |                                        | 18,086  |   |                                        |  
|Purchase of investments - money market                                                                                   |  |                                        | (18,511 | ) |                                        |  
|Net realized gain from investments                                                                                       |  |                                        | (85     | ) |                                        |  
|Net unrealized depreciation on investments                                                                               |  |                                        | 1,218   |   |                                        |  
|(Increase) decrease in operating assets:                                                                                 |  |                                        |         |   |                                        |  
|Interest receivable                                                                                                      |  |                                        | (339    | ) |                                        |  
|Prepaid expenses                                                                                                         |  |                                        | (35     | ) |                                        |  
|Due from related party                                                                                                   |  |                                        | 1,246   |   |                                        |  
|Receivable for common stock purchased                                                                                    |  |                                        | 974     |   |                                        |  
|Increase (decrease) in operating liabilities:                                                                            |  |                                        |         |   |                                        |  
|Payable for unsettled trades                                                                                             |  |                                        | (104    | ) |                                        |  
|Management fees payable                                                                                                  |  |                                        | (8      | ) |                                        |  
|Accounts payable and accrued liabilities                                                                                 |  |                                        | (45     | ) |                                        |  
|Net cash used in operating activities                                                                                    |  |                                        | (6,267  | ) |                                        |  
|                                                                                                                         |  |                                        |         |   |                                        |  
|Financing activities:                                                                                                    |  |                                        |         |   |                                        |  
|Proceeds from issuance of shares of common stock, net                                                                    |  |                                        | 7,469   |   |                                        |  
|Redemptions of common stock                                                                                              |  |                                        | 7       |   |                                        |  
|Stockholder distributions                                                                                                |  |                                        | (879    | ) |                                        |  
|Treasury stock                                                                                                           |  |                                        | (330    | ) |                                        |  
|Net cash provided by financing activities                                                                                |  |                                        | 6,267   |   |                                        |  
|                                                                                                                         |  |                                        |         |   |                                        |  
|Net increase in cash and cash equivalents                                                                                |  |                                        | -       |   |                                        |  
|Cash and cash equivalents, beginning of period                                                                           |  |                                        | -       |   |                                        |  
|Cash and cash equivalents, end of period                                                                                 |  | $                                      | -       |   |                                        | $
|                                                                                                                         |  |                                        |         |   |                                        |  
|Supplemental non-cash information:                                                                                       |  |                                        |         |   |                                        |  
|DRIP distribution payable                                                                                                |  | $                                      | 44      |   |                                        | $
|Cash distribution payable                                                                                                |  | $                                      | 82      |   |                                        | $
|DRIP distribution paid                                                                                                   |  | $                                      | 481     |   |                                        | $





The accompanying notes are an integral part
of these financial statements.





4







VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



SCHEDULE OF INVESTMENTS

(dollars in thousands)

June 30, 2014

(Unaudited)





|Portfolio
    Company (a)                       |  | Industry                           |  | Investment
    Coupon Rate, Maturity Date |        | Principal |       |   | Amortized
    Cost |   |       | Fair
    Value |        |   | %
    of Net Assets | 
|----------------------------------------------- |  | ---------------------------------- |  | ----------------------------------------- | ------ | --------- | ----- | - | ------------------ | - | ----- | -------------- | ------ | - | ------------------- | 
|Senior
    Secured First Lien Debt - 12.1% (b)  |  |                                    |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|Accuride
    Corp.                              |  | Consumer
    Goods: Durable        |  | 9.50%,
    8/1/2018                       |        | $         | 825   |   |                    | $ | 835   |                |        | $ | 869                 | 
|Caesars Entertainment
    Operating Co., Inc.   |  | Hotel,
    Gaming & Leisure        |  | 11.25%, 6/1/2017                          |        |           | 535   |   |                    |   | 481   |                |        |   | 490                 | 
|Cambrium
    Learning Group, Inc.               |  | Services:
    Consumer             |  | 9.75%, 2/15/2017                          |        |           | 1,000 |   |                    |   | 1,016 |                |        |   | 1,022               | 
|Endeavour
    International Corp.               |  | Energy:
    Oil & Gas              |  | 12.00%, 3/1/2018                          |        |           | 525   |   |                    |   | 548   |                |        |   | 480                 | 
|EuraMax
    International, Inc.                 |  | Metals
    & Mining                |  | 9.50%, 4/1/2016                           |        |           | 775   |   |                    |   | 779   |                |        |   | 771                 | 
|Toys
    R Us Property Co II LLC                |  | Retail                             |  | 8.50%, 12/1/2017                          |        |           | 425   |   |                    |   | 436   |                |        |   | 434                 | 
|Sub
    Total Senior Secured First Lien Debt    |  |                                    |  |                                           | 4,085  |           |       |   | 4,095              |   |       |                | 4,066  |   |                     | 
|                                                |  |                                    |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|Senior
    Secured Second Lien Debt - 16.5% (b) |  |                                    |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|Aspect
    Software, Inc.                       |  | Telecommunications                 |  | 10.63%, 5/15/2017                         |        | $         | 727   |   |                    | $ | 732   |                |        | $ | 764                 | 
|Bon-ton
    Department Stores, Inc.             |  | Retail                             |  | 10.63%, 7/15/2017                         |        |           | 40    |   |                    |   | 41    |                |        |   | 40                  | 
|Caesar's
    Entertainment Corp.                |  | Hotel,
    Gaming & Leisure        |  | 10.00%, 12/15/2015                        |        |           | 535   |   |                    |   | 513   |                |        |   | 547                 | 
|Cenveo
    Corp.                                |  | Services:
    Business             |  | 8.88%, 2/1/2018                           |        |           | 605   |   |                    |   | 609   |                |        |   | 635                 | 
|Claire's
    Stores, Inc.                       |  | Retail                             |  | 8.88%, 3/15/2019                          |        |           | 800   |   |                    |   | 781   |                |        |   | 696                 | 
|Endeavour
    International Corp.               |  | Energy:
    Oil & Gas              |  | 12.00%, 6/1/2018                          |        |           | 725   |   |                    |   | 709   |                |        |   | 457                 | 
|Logan's
    Roadhouse, Inc.                     |  | Beverage,
    Food & Tobacco       |  | 10.75%, 10/15/2017                        |        |           | 770   |   |                    |   | 733   |                |        |   | 626                 | 
|Radiation
    Therapy Services, Inc.            |  | Healthcare
    & Pharmaceuticals   |  | 8.88%, 1/15/2017                          |        |           | 960   |   |                    |   | 950   |                |        |   | 991                 | 
|Saratoga
    Resources, Inc.                    |  | Energy:
    Oil & Gas              |  | 12.50%, 7/1/2016                          |        |           | 885   |   |                    |   | 901   |                |        |   | 801                 | 
|Sub
    Total Senior Secured Second Lien Debt   |  |                                    |  |                                           | 6,047  |           |       |   | 5,969              |   |       |                | 5,557  |   |                     | 
|                                                |  |                                    |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|Senior
    Unsecured Debt - 44.2% (b)           |  |                                    |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|Alion
    Science and Technology Corp.          |  | Aerospace
    and Defense          |  | 10.0%
    cash 2% PIK,                    |        |           |       |   |                    |   |       |                |        |   |                     | 
|                                                |  |                                    |  | 11/1/2014                                 |        | $         | 1,066 |   |                    | $ | 1,067 |                |        | $ | 1,058               | 
|Armored
    Autogroup, Inc.                     |  | Consumer
    Goods: Durable        |  | 9.25%, 11/1/2018                          |        |           | 925   |   |                    |   | 912   |                |        |   | 974                 | 
|Caesar's
    Entertainment Corp.                |  | Hotel,
    Gaming & Leisure        |  | 10.75%, 2/1/2016                          |        |           | 495   |   |                    |   | 466   |                |        |   | 356                 | 
|Cenveo
    Corp.                                |  | Services:
    Business             |  | 11.50%, 5/15/2017                         |        |           | 545   |   |                    |   | 529   |                |        |   | 575                 | 
|Clear
    Channel Communications                |  | Media:
    Broadcasting &          |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|                                                |  | Subscription                       |  | 10.75%, 8/1/2016                          |        |           | 600   |   |                    |   | 614   |                |        |   | 603                 | 
|Clear
    Channel Communications                |  | Media:
    Broadcasting &          |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|                                                |  | Subscription                       |  | 11.00%, 8/1/2016                          |        |           | 600   |   |                    |   | 615   |                |        |   | 603                 | 
|Colt
    Defense LLC                            |  | Aerospace
    and Defense          |  | 8.75%, 11/15/2017                         |        |           | 928   |   |                    |   | 800   |                |        |   | 761                 | 
|DynCorp
    International Inc.                  |  | Aerospace
    and Defense          |  | 10.38%, 7/1/2017                          |        |           | 810   |   |                    |   | 844   |                |        |   | 846                 | 
|Education
    Management LLC                    |  | Services:
    Consumer             |  | 15.00%,
    7/1/2018 (d)                  |        |           | 870   |   |                    |   | 886   |                |        |   | 435                 | 
|Gentiva
    Health Services, Inc.               |  | Healthcare
    & Pharmaceuticals   |  | 11.50%, 9/1/2018                          |        |           | 925   |   |                    |   | 971   |                |        |   | 987                 | 
|Gymboree
    Corp.                              |  | Retail                             |  | 9.13%, 12/1/2018                          |        |           | 810   |   |                    |   | 759   |                |        |   | 541                 | 
|Hutchinson
    Technology, Inc.                 |  | High
    Tech Industries           |  | 8.50%,
    1/15/2026,                     |        |           |       |   |                    |   |       |                |        |   |                     | 
|                                                |  |                                    |  | puttable
    on 01/15/2015                |        |           | 858   |   |                    |   | 818   |                |        |   | 824                 | 
|NII
    Cap Corp                                |  | Telecommunications                 |  | 10.00%, 8/15/2016                         |        |           | 960   |   |                    |   | 929   |                |        |   | 298                 | 
|Nuverra
    Environmental Solutions, Inc.       |  | Environmental
    Industries       |  | 9.88%, 4/15/2018                          |        |           | 1,000 |   |                    |   | 1,038 |                |        |   | 1,040               | 
|QuickSilver
    Resources, Inc.                 |  | Energy:
    Oil & Gas              |  | 7.13%, 4/1/2016                           |        |           | 890   |   |                    |   | 853   |                |        |   | 794                 | 
|Seitel,
    Inc.                                |  | Energy:
    Oil & Gas              |  | 9.50%, 4/15/2019                          |        |           | 825   |   |                    |   | 846   |                |        |   | 887                 | 
|Sitel
    LLC / Sitel Finance Corp              |  | Media:
    Advertising, Printing & |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|                                                |  | Publishing                         |  | 11.50%, 4/1/2018                          |        |           | 1,300 |   |                    |   | 1,289 |                |        |   | 1,281               | 
|Suntech Power
    Holdings Company, Ltd. (c)    |  | Environmental Industries           |  | 3.00%, 5/15/13                            |        |           | 100   |   |                    |   | 106   |                |        |   | 7                   | 
|Travelport
    LLC                              |  | Services:
    Consumer             |  | 11.38%
    cash; 2% PIK,                  |        |           |       |   |                    |   |       |                |        |   |                     | 
|                                                |  |                                    |  | 3/1/2016                                  |        |           | 344   |   |                    |   | 318   |                |        |   | 355                 | 
|UCI
    International Inc                       |  | Automobile                         |  | 8.63%, 2/15/2019                          |        |           | 825   |   |                    |   | 793   |                |        |   | 784                 | 
|Visant
    Corp.                                |  | Media:
    Advertising, Printing & |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|                                                |  | Publishing                         |  | 10.00%, 10/1/2017                         |        |           | 950   |   |                    |   | 932   |                |        |   | 886                 | 
|Sub
    Total Senior Unsecured Debt             |  |                                    |  |                                           | 16,626 |           |       |   | 16,385             |   |       |                | 14,895 |   |                     | 
|                                                |  |                                    |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|Senior
    Subordinated Debt -18.5% (b)         |  |                                    |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|Affinion
    Group, Inc.                        |  | Media:
    Advertising, Printing & |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|                                                |  | Publishing                         |  | 13.50%,
    8/15/2018                     |        | $         | 816   |   |                    | $ | 698   |                |        | $ | 849                 | 
|American
    Media, Inc.                        |  | Media:
    Advertising, Printing & |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|                                                |  | Publishing                         |  | 11.50%,
    12/15/2017                    |        |           | 995   |   |                    |   | 1,050 |                |        |   | 1,055               | 
|Central
    Garden and Pet Co.                  |  | Retail                             |  | 8.25%,
    3/1/2018                       |        |           | 825   |   |                    |   | 847   |                |        |   | 856                 | 
|Claires
    Stores, Inc                         |  | Retail                             |  | 10.50%,
    6/1/2017                      |        |           | 715   |   |                    |   | 711   |                |        |   | 679                 | 
|DJO
    Finance, LLC.                           |  | Healthcare
    & Pharmaceuticals   |  | 9.75%,
    10/15/2017                     |        |           | 860   |   |                    |   | 896   |                |        |   | 901                 | 
|Ryerson
    Inc./Joseph T Ryerson & Son, Inc.   |  | Metals
    & Mining                |  | 9.00%,
    10/15/2017                     |        |           | 490   |   |                    |   | 511   |                |        |   | 524                 | 
|Toys
    R Us Inc.                              |  | Retail                             |  | 10.38%,
    8/15/2017                     |        |           | 860   |   |                    |   | 820   |                |        |   | 722                 | 
|Travelport
    LLC                              |  | Services:
    Consumer             |  | 11.88%,
    9/1/2016                      |        |           | 645   |   |                    |   | 613   |                |        |   | 658                 | 
|Sub
    Total Senior Subordinated Debt          |  |                                    |  |                                           | 6,206  |           |       |   | 6,146              |   |       |                | 6,244  |   |                     | 
|                                                |  |                                    |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|Investments
    - Money Market -6.2%            |  |                                    |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|Investments
    - U.S. Bank Money Market        |  |                                    |  | 0.03%                                     |        | $         | 2,083 |   |                    |   | 2,083 |                |        |   | 2,083               | 
|Sub
    Total Investments - Money Market        |  |                                    |  |                                           |        |           |       |   | 2,083              |   |       |                | 2,083  |   |                     | 
|                                                |  |                                    |  |                                           |        |           |       |   |                    |   |       |                |        |   |                     | 
|TOTAL
    INVESTMENTS - 97.5% (b)               |  |                                    |  |                                           |        |           |       | $ | 34,678             |   |       | $              | 32,845 |   |                     | 







| | (a) | All of our investments are issued by eligible U.S. portfolio
companies, as defined in the Investment Company Act of 1940, except for Caesar's Entertainment Corp., Nuverra Environmental Solutions,
Inc., QuickSilver Resources, Inc., and Suntech Power Holdings Company, Ltd.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Percentages are based on net assets of $33,704 as of
June 30, 2014.
| | --- | -------------------------------------------------------------------



| | (c) | Non-U.S. company. The principal place of business for
Suntech Power Holdings Company, Ltd. Is China. Non-income producing as of June 30, 2014.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | The notes pay cash interest at the rate of 15% per annum.
For any interest period after March 30, 2014, the notes pay additional PIK interest in the form of additional notes. PIK interest
on the notes accrues at the rate of (i) 1.0% per annum for the period from March 30, 2014 through and including March 30, 2015,
(ii)	2.0% per annum for the period from March 30, 2015 through and including March 30, 2016, (iii) 3.0% per annum for the period
from March 30, 2016 through and including March 30, 2017 and (iv) 4.0% per annum for the period from March 30, 2017 through and
including July 1, 2018.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







The accompanying notes are an integral part
of these financial statements.





5







VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



SCHEDULE OF INVESTMENTS

(dollars in thousands)

December 31, 2013



|Portfolio
    Company (a)                        |  | Industry                                      |  | Investment
    Coupon Rate, Maturity Date    |       | Principal |       |   | Amortized
    Cost |   |       | Fair
    Value |        |   | %
    of Net Assets | 
|------------------------------------------------ |  | --------------------------------------------- |  | -------------------------------------------- | ----- | --------- | ----- | - | ------------------ | - | ----- | -------------- | ------ | - | ------------------- | 
|                                                 |  |                                               |  |                                              |       |           |       |   |                    |   |       |                |        |   |                     | 
|Senior Secured First Lien Debt - 8.4% (b)        |  |                                               |  |                                              |       |           |       |   |                    |   |       |                |        |   |                     | 
|Endeavour
    International Corp.                |  | Energy: Oil
    & Gas                         |  | 12.00%, 3/1/2018                             |       | $         | 525   |   |                    | $ | 551   |                |        | $ | 539                 | 
|EuraMax International,
    Inc.                  |  | Metals & Mining                               |  | 9.50%, 4/1/2016                              |       |           | 775   |   |                    |   | 779   |                |        |   | 777                 | 
|GSX
    Worldwide, Inc.                          |  | Services:
    Business                        |  | 9.75%, 6/15/2015                             |       |           | 940   |   |                    |   | 965   |                |        |   | 971                 | 
|Sub Total Senior Secured First Lien Debt         |  |                                               |  |                                              | 2,240 |           |       |   | 2,295              |   |       |                | 2,287  |   |                     | 
|                                                 |  |                                               |  |                                              |       |           |       |   |                    |   |       |                |        |   |                     | 
|Senior Secured Second
    Lien  Debt - 19.3% (b) |  |                                               |  |                                              |       |           |       |   |                    |   |       |                |        |   |                     | 
|Apria Healthcare Group,
    Inc.                 |  | Healthcare & Pharmaceuticals                  |  | 12.38%, 11/1/2014                            |       | $         | 571   |   |                    | $ | 581   |                |        | $ | 576                 | 
|Aspect Software, Inc.                            |  | Telecommunications                            |  | 10.63%, 5/15/2017                            |       |           | 692   |   |                    |   | 696   |                |        |   | 697                 | 
|Bon-ton Department Stores,
    Inc.              |  | Retail                                        |  | 10.63%, 7/15/2017                            |       |           | 40    |   |                    |   | 41    |                |        |   | 40                  | 
|Caesar's Entertainment
    Corp.                 |  | Hotel, Gaming & Leisure                       |  | 10.00%, 12/15/2015                           |       |           | 505   |   |                    |   | 481   |                |        |   | 432                 | 
|Cenveo Corp.                                     |  | Services: Business                            |  | 8.88%, 2/1/2018                              |       |           | 585   |   |                    |   | 589   |                |        |   | 585                 | 
|Endeavour International
    Corp.                |  | Energy: Oil & Gas                             |  | 12.00%, 6/1/2018                             |       |           | 700   |   |                    |   | 688   |                |        |   | 655                 | 
|Logan's Roadhouse, Inc.                          |  | Beverage, Food & Tobacco                      |  | 10.75%, 10/15/2017                           |       |           | 750   |   |                    |   | 715   |                |        |   | 557                 | 
|Radiation Therapy Services,
    Inc.             |  | Healthcare & Pharmaceuticals                  |  | 8.88%, 1/15/2017                             |       |           | 935   |   |                    |   | 922   |                |        |   | 944                 | 
|Saratoga
    Resources, Inc.                     |  | Energy:
    Oil & Gas                         |  | 12.50%, 7/1/2016                             |       |           | 860   |   |                    |   | 888   |                |        |   | 804                 | 
|Sub Total Senior Secured Second Lien Debt        |  |                                               |  |                                              | 5,638 |           |       |   | 5,601              |   |       |                | 5,290  |   |                     | 
|                                                 |  |                                               |  |                                              |       |           |       |   |                    |   |       |                |        |   |                     | 
|Senior Unsecured Debt - 30.6% (b)                |  |                                               |  |                                              |       |           |       |   |                    |   |       |                |        |   |                     | 
|Alion Science and Technology
    Corp.           |  | Aerospace and Defense                         |  | 10.00% cash; 2% PIK, 11/1/2014               |       | $         | 1,030 |   |                    | $ | 1,038 |                |        | $ | 1,051               | 
|Avaya, Inc.                                      |  | Telecommunications                            |  | 9.75%, 11/1/2015                             |       |           | 650   |   |                    |   | 633   |                |        |   | 645                 | 
|Avaya, Inc.                                      |  | Telecommunications                            |  | 10.13%, 11/1/2015                            |       |           | 460   |   |                    |   | 442   |                |        |   | 457                 | 
|Caesar's Entertainment
    Corp.                 |  | Hotel, Gaming & Leisure                       |  | 10.75%, 2/1/2016                             |       |           | 445   |   |                    |   | 416   |                |        |   | 358                 | 
|Cenveo Corp.                                     |  | Services: Business                            |  | 11.50%, 5/15/2017                            |       |           | 510   |   |                    |   | 492   |                |        |   | 502                 | 
|Ceridian Corporation                             |  | Services: Business                            |  | 11.25%, 11/15/15                             |       |           | 390   |   |                    |   | 402   |                |        |   | 393                 | 
|Ceridian Corporation                             |  | Services: Business                            |  | 12.25%, 11/15/15                             |       |           | 560   |   |                    |   | 576   |                |        |   | 564                 | 
|Colt Defense LLC                                 |  | Aerospace and Defense                         |  | 8.75%, 11/15/2017                            |       |           | 853   |   |                    |   | 718   |                |        |   | 737                 | 
|DynCorp International,
    Inc.                  |  | Aerospace and Defense                         |  | 10.38%, 7/1/2017                             |       |           | 810   |   |                    |   | 850   |                |        |   | 828                 | 
|Education Management LLC
    (d)                 |  | Services: Consumer                            |  | 15.00%, 6/1/2014                             |       |           | 270   |   |                    |   | 232   |                |        |   | 293                 | 
|Harland Clarke Corp.                             |  | Banking, Finance, Insurance
    & Real Estate |  | 9.50%, 5/15/5015                             |       |           | 691   |   |                    |   | 692   |                |        |   | 694                 | 
|Hutchinson Technology,
    Inc.                  |  | High Tech Industries                          |  | 8.50%, 1/15/2026, 
puttable
    on 1/15/2015 |       |           | 443   |   |                    |   | 406   |                |        |   | 388                 | 
|NII Cap Corp.                                    |  | Telecommunications                            |  | 10.00%, 8/15/2016                            |       |           | 925   |   |                    |   | 907   |                |        |   | 490                 | 
|QuickSilver Resources,
    Inc.                  |  | Energy: Oil & Gas                             |  | 7.13%, 4/1/2016                              |       |           | 620   |   |                    |   | 594   |                |        |   | 606                 | 
|Suntech Power Holdings
    Company, Ltd.         |  | Environmental Industries                      |  | 3.00%, 2/28/2014                             |       |           | 100   |   |                    |   | 98    |                |        |   | 8                   | 
|Travelport
    LLC                               |  | Services:
    Consumer                        |  | 11.375%
    cash; 2.5% PIK, 3/1/2016         |       |           | 340   |   |                    |   | 308   |                |        |   | 361                 | 
|Sub Total Senior Unsecured Debt                  |  |                                               |  |                                              | 9,097 |           |       |   | 8,804              |   |       |                | 8,375  |   |                     | 
|                                                 |  |                                               |  |                                              |       |           |       |   |                    |   |       |                |        |   |                     | 
|Senior Subordinated Debt - 26.3% (b)             |  |                                               |  |                                              |       |           |       |   |                    |   |       |                |        |   |                     | 
|Accelent, Inc.                                   |  | Healthcare & Pharmaceuticals                  |  | 10.00%, 11/1/2017                            |       | $         | 775   |   |                    | $ | 732   |                |        | $ | 800                 | 
|Affinion Group, Inc.                             |  | Media: Advertising, Printing
    & Publishing |  | 13.50%, 8/15/2018                            |       |           | 816   |   |                    |   | 689   |                |        |   | 812                 | 
|American Media, Inc.                             |  | Media: Advertising, Printing
    & Publishing |  | 11.50%, 12/15/2017                           |       |           | 670   |   |                    |   | 704   |                |        |   | 729                 | 
|Claires Stores, Inc                              |  | Retail                                        |  | 10.50%, 6/1/2017                             |       |           | 215   |   |                    |   | 220   |                |        |   | 220                 | 
|DJO Finance, LLC.                                |  | Healthcare & Pharmaceuticals                  |  | 9.75%, 10/15/2017                            |       |           | 825   |   |                    |   | 864   |                |        |   | 840                 | 
|First Data Corp.                                 |  | Banking, Finance, Insurance
    & Real Estate |  | 11.25%, 3/31/2016                            |       |           | 374   |   |                    |   | 375   |                |        |   | 375                 | 
|Radio One, Inc.                                  |  | Media: Broadcasting &
    Subscription        |  | 12.50%, 5/24/16                              |       |           | 875   |   |                    |   | 889   |                |        |   | 875                 | 
|Ryerson Inc./Joseph T
    Ryerson & Son, Inc.    |  | Metals & Mining                               |  | 9.00%, 10/15/2017                            |       |           | 420   |   |                    |   | 438   |                |        |   | 445                 | 
|Serena Software, Inc.                            |  | High Tech Industries                          |  | 10.38%, 3/15/2016                            |       |           | 770   |   |                    |   | 786   |                |        |   | 770                 | 
|Toys R Us, Inc.                                  |  | Retail                                        |  | 10.38%, 8/15/2017                            |       |           | 825   |   |                    |   | 790   |                |        |   | 707                 | 
|Travelport
    LLC                               |  | Services:
    Consumer                        |  | 11.88%, 9/1/2016                             |       |           | 620   |   |                    |   | 582   |                |        |   | 629                 | 
|Sub Total Senior Subordinated Debt               |  |                                               |  |                                              | 7,185 |           |       |   | 7,069              |   |       |                | 7,202  |   |                     | 
|                                                 |  |                                               |  |                                              |       |           |       |   |                    |   |       |                |        |   |                     | 
|Investments - Money Market - 6.0% (b)            |  |                                               |  |                                              |       |           |       |   |                    |   |       |                |        |   |                     | 
|Investments
    – U.S. Bank Money Market         |  |                                               |  | 0.03%                                        |       | $         | 1,644 |   |                    |   | 1,644 |                |        |   | 1,644               | 
|Sub Total Investments - Money Market             |  |                                               |  |                                              |       |           |       |   | 1,644              |   |       |                | 1,644  |   |                     | 
|                                                 |  |                                               |  |                                              |       |           |       |   |                    |   |       |                |        |   |                     | 
|TOTAL INVESTMENTS - 90.6% (b)                    |  |                                               |  |                                              |       |           |       | $ | 25,413             |   |       | $              | 24,798 |   |                     | 





| | (a) | All of our investments are issued by eligible U.S. portfolio
companies, as defined in the Investment Company Act of 1940, except for Caesar's Entertainment Corp., Education Management LLC,
NII Capital Corp., QuickSilver Resources, Inc., and Suntech Power Holdings Company, Ltd.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | Percentages are based on net assets of $27,373 as of
December 31, 2013.
| | --- | -----------------------------------------------------------------------



| | (c) | Non-U.S. company. The principal place of business for
Suntech Power Holdings Company, Ltd. is China.
| | --- | ----------------------------------------------------------------------------------------------------



| | (d) | The notes pay cash interest at the rate of 15% per annum.
For any interest period after March 30, 2014, the notes pay additional PIK interest in the form of additional notes. PIK interest
on the notes accrues at the rate of (i) 1.0% per annum for the period from March 30, 2014 through and including March 30, 2015,
(ii) 2.0% per annum for the period from March 30, 2015 through and including March 30, 2016, (iii) 3.0% per annum for the period
from March 30, 2016 through and including March 30, 2017 and (iv) 4.0% per annum for the period from March 30, 2017 through and
including July 1, 2018.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





The accompanying notes are an integral part
of these financial statements.





6







VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



NOTES TO FINANCIAL STATEMENTS

June 30, 2014



(Unaudited)



Note 1.  Nature of Operations



VII Peaks Co-Optivist
TM Income BDC II, Inc. (the “Fund” or “we”), a Maryland Corporation formed in August 3, 2011
is  an externally managed, non-diversified closed-end management investment company that has elected to be treated as a business
development company, under the Investment Company Act of 1940, as amended, or (“1940 Act”). In addition, we have elected
to be treated for federal income tax purpose, and intend to qualify annually, as a regulated investment company, or RIC, under
Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code.



We are managed by VII
Peaks Capital, LLC, or our (“Manager”), which is registered as an investment adviser with the Security Exchange Commission,
or (“SEC”). Our Manager is responsible for sourcing potential investments, analyzing investment opportunities, structuring
our investments, and monitoring our investments and portfolio companies on an ongoing basis.



On August 9, 2011,
we filed a registration statement on Form N-2 to sell up to 75,000,000 shares of common stock, $0.001 par value per share, at an
initial public offering price of $10.00 per share. The registration statement was declared effective by the SEC on March 1, 2012.
We commenced operations when we raised gross offering proceeds of over $1.0 million, all of which was from persons who were not
affiliated with us or our manager by one year from the date the registration statement was declared effective by the SEC. Prior
to the successful satisfaction of that condition, all subscription payments were placed in an account held by the escrow agent,
UMB Bank, N.A., in trust for the benefit of our subscribers, pending release to us. We achieved the minimum offering requirement
on July 10, 2012 and commenced operations on such date. As of June 30, 2014, we issued 4.1 million shares of common stock for gross
proceeds of $40.8 million, including $1.2 million under our distribution reinvestment plan (“DRIP”).



Note 2.  Summary of Significant
Accounting Policies



Basis of Presentation



The financial statements of the Fund included
herein were prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP")
for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management,
these financial statements include all adjustments, consisting only of normal recurring adjustments and accruals, necessary for
a fair presentation of the results for the interim period. This Form 10-Q should be read in conjunction with the Fund’s annual
report on Form 10-K for the year ended December 31, 2013, which was filed with the SEC on March 11, 2014. The current period’s
results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending
December 31, 2014. Certain prior period amounts have been reclassified to conform to the current period presentation.



Use of Estimates in the Preparation
of Financial Statements



The preparation of
the accompanying financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial
statements, and income, gains (losses) and expenses during the period reported. Actual results could differ materially from those
estimates.



Investments - Money Market



The Fund has classified
its money market investments as investments carried at fair value.



Organizational and Offering Costs



The Fund is a closed-end
fund with a continuous offering period. Under the investment advisory agreement between the Fund and the Manager, our Manager fronts
the cost of the organizational and offering expenses which are reimbursable by the Fund with up to 1.5% of the gross offering proceeds.
The Fund expenses organizational and offering costs as they become payable under the investment advisory agreement.





7







U.S. Federal Income Taxes



The Fund has elected
to be treated for federal income tax purposes as a RIC under subchapter M of the Code and to operate in a manner so as to qualify
for the tax treatment applicable to RICs. In order to qualify as a RIC, among other things, the Fund is required to annually distribute
to its stockholders at least 90% of investment company taxable income, as defined by the Code. So long as the Fund maintains its
status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that
it distributes at least annually to its stockholders as distributions. Rather, any tax liability related to income earned by the
Fund represents obligations of the Fund’s investors and will not be reflected in the financial statements of the Fund. The
Fund will also be subject to nondeductible federal excise taxes if it does not distribute at least 98% of net ordinary income,
98.2% of capital gain net income, if any, and any recognized and undistributed income from prior years for which it paid no federal
income taxes.



The Fund has
evaluated the implications of ASC Topic 740, for all open tax years and in all major tax jurisdictions, and determined that there
is no material impact on the financial statements. The Fund continues to remain subject to examination by U.S. federal and state
authorities for the years 2010 through 2013.



New Accounting Pronouncements



In June 2013, the Financial Accounting Standards
Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-08, Financial Services – Investment
Companies (Accounting Standards Codification (“ASC”) Topic 946), which affects the scope, measurement and disclosure
requirements for investment companies under U.S. 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 became effective for us on January 1, 2014 and did not have a material impact on
our financial position or disclosures.



Revenue Recognition



We generate investment
income in the form of interest and fees earned on senior secured loans, senior secured bonds, subordinated debt and collateralized
securities in our portfolio. The level of income we receive is directly related to the balance of income producing investments
multiplied by the weighted average yield of our investments.



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
payment-in-kind (“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.



Expense Reimbursement Agreement



We entered into an
expense reimbursement agreement with VII Peaks-KBR BDC Advisor II, LLC (the “prior manager”), under which the prior
manager agreed to reimburse us for certain GAAP compliant expenses recognized on our quarterly financial statements for 2012, retroactive
to the date of formation on August 3, 2011. In 2013, the expense reimbursement agreement was modified to exclude management fees
and incentive fees payable to the prior manager effective as of January 1, 2013. We recognized a receivable on our books for the
amount due from the prior manager under the expense reimbursement agreement, and the prior manager recognized a liability on its
books in the same amount.



On August 20, 2013,
we terminated our investment management agreement with our prior manager, and entered into a new investment management agreement
with our current Manager. Our current Manager has not entered into an expense reimbursement agreement with us, but has agreed to
assume the prior manager’s obligation to pay us the $1.3 million which had accrued under the prior manager’s expense
reimbursement agreement. In consideration for such assumption, we have agreed to pay our current Manager any amounts otherwise
due our prior manager for organization and offering expenses funded by our prior manager, subject to the limitation that such organization
and offering costs may only be reimbursed to the extent of 1.5% of offering proceeds.



During the three months ended June 30, 2014,
our Manager paid in full the Due from Affiliate balance of $1.3 million. In addition, during the three months ended June 30, 2014,
we accrued $0.1 million of interest on such amount at the rate of 7.35% per annum.



Note 3. Valuation of Portfolio Investments



The Fund determines the net asset value
of its investment portfolio each quarter. Securities that are publicly-traded are valued at the reported closing price on the valuation
date. Securities that are not publicly-traded are valued at fair value as determined in good faith by the board of directors. In
connection with that determination, the Manager will prepare portfolio company valuations using relevant inputs, including, but
not limited to, indicative dealer quotes, values of like securities, the most recent portfolio company financial statements and
forecasts, and valuations prepared by third-party valuation services. With respect to investments for which market quotations
are not readily available, the Fund will undertake a multi-step valuation process each quarter, as described below:





8







| | • | the quarterly valuation process begins with each portfolio company or investment being initially valued by members of the investment committee, with such valuation taking into account information received from an independent valuation firm, if applicable;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



Investments are valued
utilizing a market approach, an income approach, or both approaches, as appropriate. 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 (discounted) calculated based on 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 portfolio company’s ability to make
payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial
ratios of peer companies that are public, mergers and acquisition comparables, the principal market and enterprise values, among
other factors.



The Fund has
adopted FASB 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 clarifies
that the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability
in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous
market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at
the measurement date, considered from the perspective of market participants. 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. 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 Fund at the measurement date.



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



Level 3:  Unobservable
inputs for the asset or liability.



In all cases, the level
in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest
level of input that is significant to the fair value measurement.



The following table presents fair value
measurements of investments, by major class, as of June 30, 2014, according to the fair value hierarchy (dollars in thousands):





|                                     |  | Level 1 |       |  | Level 2 |   |        | Total | 
|------------------------------------ |  | ------- | ----- |  | ------- | - | ------ | ----- | 
|Investments – U.S. Bank money market |  | $       | 2,083 |  |         | $ | —      |       | 
|Senior Secured First Lien Debt       |  |         | —     |  |         |   | 4,066  |       | 
|Senior Secured Second Lien Debt      |  |         | —     |  |         |   | 5,557  |       | 
|Senior Unsecured Debt                |  |         | —     |  |         |   | 14,895 |       | 
|Senior Subordinated Debt             |  |         | —     |  |         |   | 6,244  |       | 
|Total                                |  | $       | 2,083 |  |         | $ | 30,762 |       | 





9







The following table presents fair
value measurements of investments, by major class, as of December 31, 2013, according to the fair value hierarchy (dollars in thousands):



|                                     |  | Level 1 |       |  | Level 2 |   |        | Total | 
|------------------------------------ |  | ------- | ----- |  | ------- | - | ------ | ----- | 
|Investments – U.S. Bank money market |  | $       | 1,644 |  |         | $ | —      |       | 
|Senior Secured First Lien Debt       |  |         | —     |  |         |   | 2,287  |       | 
|Senior Secured Second Lien Debt      |  |         | —     |  |         |   | 5,290  |       | 
|Senior Unsecured Debt                |  |         | —     |  |         |   | 8,375  |       | 
|Senior Subordinated Debt             |  |         | —     |  |         |   | 7,202  |       | 
|Total                                |  | $       | 1,644 |  |         | $ | 23,154 |       | 



No transfers between levels have occurred
during the periods presented.



The composition of the Fund’s investments
as of June 30, 2014, at amortized cost and fair value were as follows (dollars in thousands):



|                                     |  | Investments at Amortized Cost |        |  | Investments at
    Fair Value |   |        | Fair Value Percentage of Total Portfolio | 
|------------------------------------ |  | ----------------------------- | ------ |  | ----------------------------- | - | ------ | ---------------------------------------- | 
|Investments – U.S. Bank money market |  | $                             | 2,083  |  |                               | $ | 2,083  |                                          | 
|Senior Secured First Lien Debt       |  |                               | 4,095  |  |                               |   | 4,066  |                                          | 
|Senior Secured Second Lien Debt      |  |                               | 5,969  |  |                               |   | 5,557  |                                          | 
|Senior Unsecured Debt                |  |                               | 16,385 |  |                               |   | 14,895 |                                          | 
|Senior Subordinated Debt             |  |                               | 6,146  |  |                               |   | 6,244  |                                          | 
|Total                                |  | $                             | 34,678 |  |                               | $ | 32,845 |                                          | 



The composition of the Fund’s investments
as of December 31, 2013, at amortized cost and fair value were as follows (dollars in thousands):



|                                     |  | Investments at Amortized Cost |        |  | Investments at
    Fair Value |   |        | Fair Value Percentage of Total Portfolio | 
|------------------------------------ |  | ----------------------------- | ------ |  | ----------------------------- | - | ------ | ---------------------------------------- | 
|Investments – U.S. Bank money market |  | $                             | 1,644  |  |                               | $ | 1,644  |                                          | 
|Senior Secured First Lien Debt       |  |                               | 2,295  |  |                               |   | 2,287  |                                          | 
|Senior Secured Second Lien Debt      |  |                               | 5,601  |  |                               |   | 5,290  |                                          | 
|Senior Unsecured Debt                |  |                               | 8,804  |  |                               |   | 8,375  |                                          | 
|Senior Subordinated Debt             |  |                               | 7,069  |  |                               |   | 7,202  |                                          | 
|Total                                |  | $                             | 25,413 |  |                               | $ | 24,798 |                                          | 



Note 4.  Related Party Transactions



Since August 20, 2013,
the Fund has been managed by the Manager. Prior to August 20, 2013 the Fund was managed by VII Peaks-KBR BDC Advisor II, LLC which
was wholly-owned by VII Peaks-KBR, LLC which was a joint venture between the Manager and KBR Capital Advisors, LLC (“KBR”).



Investment Advisory Agreement



The Fund has entered
into an investment advisory agreement with the Manager to manage the Fund’s investment activities. Pursuant to the investment
advisory agreement, the Manager implements the Fund’s business strategy on a day-to-day basis and performs certain services
for us, subject to oversight by our board of directors. The Manager is responsible for, among other duties, determining investment
criteria, sourcing, analyzing and executing investment transactions, asset sales, financings and performing asset management duties.
Under the investment advisory agreement, the Manager is entitled to a base management and incentive fee as outlined in the investment
advisory agreement with the Fund. The base management fee is 2% of net assets below $100 million; 1.75% of net assets between $100
million and $250 million; and 1.5% of net assets over $250 million. For the three and six months ended June 30, 2014, the Fund
incurred $0.2 million and $0.3 million of base management fees, respectively. For the three and six months ended June 30, 2013,
the Fund incurred $0.1 million and $0.2 million of base management fees, respectively.





10







The incentive fee has
two parts. The first part, the subordinated incentive fee on income, is calculated and payable quarterly in arrears based upon
the Fund’s “pre-incentive fee net investment income” for the immediately preceding quarter. The subordinated
incentive fee on income is 20% of pre-incentive net investment income subject to a quarterly return to investors, expressed as
a rate of return on adjusted capital at the beginning of the most recently completed calendar quarter, of 2.0% (8.0% annualized).
The second part of the incentive fee, the incentive fee on capital gains, is an incentive fee on capital gains earned on liquidated
investments from the portfolio and is determined and payable in arrears as of the end of each calendar year (or upon termination
of the investment advisory agreement). This fee equals 20% of the Fund’s incentive fee capital gains, which will equal the
Fund’s realized capital gains on a cumulative basis from inception, calculated as of the end of each calendar year, computed
net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any
previously paid capital gains incentive fees. For the three and six months ended June 30, 2014 and 2013, the Fund did not incur
any incentive fees related to net investment income or capital gains.



Under U.S.
GAAP, the Fund calculates capital gains incentive fees as if the Fund had realized all assets at their fair values and liabilities
at their settlement amounts as of the reporting date. U.S. GAAP requires that the capital gains incentive fee accrual assume the
cumulative aggregate unrealized capital appreciation is realized, even though such unrealized capital appreciation is not payable
under the investment advisory agreement. Accordingly, the Fund accrues a provisional capital gains incentive fee taking into account
any unrealized gains or losses. There can be no assurance that such unrealized capital appreciation will be realized in the future
and that the provisional capital gains incentive fee will become payable.



Under the investment
advisory agreement, the Manager bears all offering and organizational expenses. Pursuant to the terms of the investment advisory
agreement, the Fund has agreed to reimburse the Manager for any such organizational and offering expenses incurred by the Manager
not to exceed 1.5% of the gross subscriptions raised by the Fund over the course of the offering period, which is currently scheduled
to terminate two years from the initial offering date, unless extended. From each sale of common stock, the Fund pays the Manager
the lesser of 1.5% of the gross offering proceeds or the amount of unreimbursed offering and organizational expenses incurred by
the Manager. The Fund expenses organizational and offering costs as they become payable to the Manager under the investment advisory
agreement.



The Manager agreed
to assume and pay the Fund all amounts due the Fund from the prior manager as reflected in the Fund’s books and records as
of August 20, 2013, including any amounts due under the Expense Reimbursement Agreement between the Fund and the prior manager.
The Fund agreed to pay the Manager any reimbursable organization and offering expenses incurred by the prior manager which the
Fund would otherwise be obligated to reimburse the prior manager from future sales of the Company’s securities, beginning
with any sales of securities occurring after Augusts 20, 2013, subject to the limitation that such organization and offering costs
may only be reimbursed to the extent of 1.5% of offering proceeds.



From time to
time, the Fund has paid directly certain expenses that were classified as organization or offering expenses that should have
been borne by the prior manager and for which the prior manager is obligated to reimburse the Fund. As of June 30, 2014 and
December 31, 2013, the unreimbursed amount of organization and offering expenses was $1 thousand and $0.1 million,
respectively, which amount is included in “Due from related party” on the Fund’s balance sheet as of that
date.



Expense Reimbursement Agreement



We entered into an
expense reimbursement agreement with our prior manager under which the prior manager agreed to reimburse us for certain operating
expenses recognized on our quarterly financial statements for 2012, retroactive to the date of formation on August 3, 2011. In
2013, the expense reimbursement agreement was modified to exclude management fees and incentive fees payable to the prior manager
effective as of January 1, 2013. We recognized a receivable on our books for the amount due from the prior manager under the expense
reimbursement agreement, and the prior manager recognized a liability on its books in the same amount.



On August 20, 2013, we terminated our investment
management agreement with our prior manager, and entered into a new investment management agreement with our current Manager. Our
current Manager has not entered into an expense reimbursement agreement with us, but agreed to assume the prior manager’s
obligation to pay us the $1.3 million which had accrued under the prior manager’s expense reimbursement agreement. In consideration
for such assumption, we have agreed to pay our current Manager any amounts otherwise due our prior manager for organization and
offering expenses funded by our prior manager, subject to the limitation that such organization and offering costs may only be
reimbursed to the extent of 1.5% of offering proceeds.



During the three months ended June 30, 2014,
our Manager paid in full the Due from Affiliate balance of $1.3 million. In addition, during the three months ended June 30, 2014,
we accrued $0.1 million of interest on such amount at the rate of 7.35% per annum.



Administration Agreement



The Fund
has also entered into an administration agreement with the Manager under which the Manager provides the Fund with office
facilities, equipment and clerical, bookkeeping and record keeping services at such facilities and provides or oversees the
performance of the Fund’s required administrative services, which include, among other things, being responsible for
the financial records which the Fund is required to maintain and preparing reports to its stockholders. Under the
administration agreement, we are obligated to reimburse our Manager for our allocable portion of overhead cost incurred by
the Manager. During the three and six months ended June 30, 2014, the Fund reimbursed the Manager for $0.1 million and $0.2
million in administration expenses under the administration agreement, respectively. During the three and six months ended
June 30, 2013, the Fund reimbursed the Manager for $0.02 million and $0.04 million in administration expenses under the
administration agreement, respectively. These expenses are included in General and Administrative on the Statement of
Operations.





11







Note 5.  Common Stock



The Manager purchased
111 and 22,222 shares of common stock on August 31, 2011 and December 31, 2011, respectively. These shares were purchased at a
price of $9.00 per share, which represents the initial public offering (“IPO”) price of $10.00 per share, net of selling
commissions and dealer manager fees.



On July 10, 2012, the Fund had raised sufficient
proceeds to break escrow on its IPO and through June 30, 2014, the Fund has sold 4.1 million shares of common stock for gross proceeds
of $40.8 million, including the purchases made by the Manager.



During the six months ended June 30, 2014,
the Fund sold 915,632 shares of common stock in its offering for net proceeds of $8.7 million, including shares issued under the
distribution reinvestment plan (“DRIP”) and redeemed under the tender offer.



Note 6.  Earnings (Loss) Per
Share



In accordance with
the provisions of FASB ASC 260, “Earnings per Share” (“ASC 260”), basic earnings per share is computed
by dividing earnings available to common shareholders by the weighted average number of shares outstanding during the period. Other
potentially dilutive common shares, and the related impact to earnings, are considered when calculating earnings per share on a
diluted basis.



The following information
sets forth the computation of the weighted average basic and diluted net increase (decrease) in net assets per share from operations
for the three and six months ended June 30, 2014 (dollars in thousands except share and per share amounts):



|                                                                          |  | For the three
    months ended June 30, 2014 |           |   | For the
    three months ended June 30, 2013 |  
|------------------------------------------------------------------------- |  | -------------------------------------------- | --------- | - | -------------------------------------------- | -
|Basic and diluted                                                         |  |                                              |           |   |                                              |  
|Net increase (decrease) in net assets resulting from operations           |  | $                                            | (603      | ) |                                              | $
|Weighted average common shares outstanding                                |  |                                              | 4,054,473 |   |                                              |  
|Net increase (decrease) in net assets resulting from operations per share |  | $                                            | (0.15     | ) |                                              | $



|                                                                          |  | For the six 
months ended  June 30, 2014 |           |   | For the
    six 
months ended June 30, 2013 |  
|------------------------------------------------------------------------- |  | ---------------------------------------- | --------- | - | ------------------------------------------- | -
|Basic and diluted                                                         |  |                                          |           |   |                                             |  
|Net increase (decrease) in net assets resulting from operations           |  | $                                        | (661      | ) |                                             | $
|Weighted average common shares outstanding                                |  |                                          | 3,749,965 |   |                                             |  
|Net increase (decrease) in net assets resulting from operations per share |  | $                                        | (0.18     | ) |                                             | $



The Fund had
no potentially dilutive securities as of June 30, 2014 or June 30, 2013, resulting in the same number of shares for basic and diluted.



Note 7. Tender Offer Program and Treasury
Stock



We do not currently
intend to list our shares on any securities exchange and do not expect a public market for them to develop in the foreseeable future.
Therefore, shareholders should not expect to be able to sell their shares promptly or at a desired price. Beginning with fourth
calendar quarter of 2013 and on a quarterly basis thereafter, we intend to offer to repurchase shares of our common stock at a
price equal to 90% of our offering price on the date of repurchase. We currently intend to limit the number of shares to be repurchased
during any calendar year to 20% of the weighted average number of shares outstanding in the prior calendar year, or 5.0% in each
quarter, though the actual number of shares that we offer to repurchase may be less in light of the limitations noted above. We
will offer to repurchase such shares on each date of repurchase at a price equal to 90% of our offering price.





12







The following table
reflects certain information regarding the tender offers that we have conducted to date:







|For
the Three Months Ended |  | Repurchase Date   |  | Shares Repurchased |        |  | Purchases of Shares Tendered that were Repurchased |  |     | Repurchase Price Per Share |  |   | Aggregate Consideration for Repurchased Shares ('000s) | 
|-------------------------- |  | ----------------- |  | ------------------ | ------ |  | -------------------------------------------------- |  | --- | -------------------------- |  | - | ------------------------------------------------------ | 
|December 13, 2013          |  | December 12, 2013 |  |                    | 548    |  |                                                    |  | 100 | %                          |  | $ | 9.135                                                  | 
|March 31, 2014             |  | March 14, 2014    |  |                    | 550    |  |                                                    |  | 100 | %                          |  | $ | 9.135                                                  | 
|June 30, 2014              |  | June 27, 2014     |  |                    | 34,025 |  |                                                    |  | 100 | %                          |  | $ | 9.135                                                  | 



Our quarterly repurchases
will be conducted on such terms as may be determined by our board of directors in its complete and absolute discretion unless,
in the judgment of the independent directors of our board of directors, such repurchases would not be in the best interests of
our stockholders or would violate applicable law. We will conduct such repurchase offers in accordance with the requirements of
Rule 13e-4 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the 1940 Act. In months in which we repurchase
shares, we will conduct repurchases on the same date that we hold our first semi-monthly closing for the sale of shares in this
offering. Any offer to repurchase shares will be conducted solely through tender offer materials mailed to each stockholder and
is not being made through this prospectus.



Note 8.  Distributions



When we commenced operations,
we initiated a policy of declaring semi-monthly distributions at an annual distribution rate of 7.35% per annum of our offering
price. We have authorized, declared and paid distributions to our shareholders at that rate on a semi-monthly basis since July
2012. Our distributions historically have not been based on our investment performance. Prior to September 2013, our
distributions were supported by our Manager in the form of operating expense support payments to us, and a portion of our distributions
constituted a return of capital. Since September 2013, we have not had an expense support agreement with our Manager and
as a result a greater portion of our distributions have constituted a return of capital. A return of capital generally is a
return of your investment rather than a return of earnings or gains derived from our investment activities.



As of June 30, 2014,
the Fund has accrued $0.1 million in stockholder distributions that were unpaid. All amounts declared in June 2014 and paid in
July 2014 have been accrued in the June 30, 2014 financial statements. As of December 31, 2013, the Fund has accrued $0.1 million
in stockholder distributions that were unpaid. All amounts declared in December 2013 and paid in January 2014 have been accrued
in the December 31, 2013 financial statements.



The following tables reflect the distributions
per share paid or payable in cash or with the distribution reinvestment plan (“DRIP”) on the Fund’s common stock
to date (dollars in thousands except per share amounts), as well as the source of the distributions:







Source of Distribution
by Cash vs. DRIP:





|                                       |  |               |          |  | Net        |     |       | Realized      |  |     |               |  |  |       |       |  |             |     |       |      | 
|-------------------------------------- |  | ------------- | -------- |  | ---------- | --- | ----- | ------------- |  | --- | ------------- |  |  | ----- | ----- |  | ----------- | --- | ----- | ---- | 
|                                       |  |               |          |  | Investment |     |       | Gain
    From |  |     | Return
    of |  |  |       |       |  | Paid
    in |     |       |      | 
|Period                                 |  | Per
    Share |          |  | Income     |     |       | Investments   |  |     | Capital       |  |  | Total |       |  | Cash        |     |       | DRIP | 
|July 12, 2012 - September 30,
    2012 |  | $             | 0.183750 |  |            | $   | 32    |               |  | $   | -             |  |  | $     | 18    |  |             | $   | 50    |      | 
|October 1, 2012 - December 31, 2012    |  | 0.260750      |          |  |            | 118 |       |               |  | -   |               |  |  | 82    |       |  |             | 200 |       |      | 
|January 1, 2013 -March 31. 2013        |  |               | 0.262586 |  |            |     | 247   |               |  |     | 47            |  |  |       | 76    |  |             |     | 370   |      | 
|April 1, 2013 - June 30, 2013          |  |               | 0.186504 |  |            |     | 235   |               |  |     | 43            |  |  |       | 26    |  |             |     | 304   |      | 
|July 1, 2013 - September 30, 2013      |  |               | 0.186504 |  |            |     | 244   |               |  |     | 47            |  |  |       | 183   |  |             |     | 474   |      | 
|October 1, 2013 - December 31, 2013    |  | 0.186504      |          |  |            | 20  |       |               |  | 258 |               |  |  | 271   |       |  |             | 549 |       |      | 
|January 1, 2014 - March 31, 2014       |  |               | 0.186504 |  |            |     | 124   |               |  |     | 85            |  |  |       | 423   |  |             |     | 632   |      | 
|April 1, 2014 - June
    30, 2014      |  |               | 0.186504 |  |            |     | 348   |               |  |     | -             |  |  |       | 406   |  |             |     | 754   |      | 
|TOTAL                                  |  | $             | 1.639606 |  |            | $   | 1,368 |               |  | $   | 480           |  |  | $     | 1,485 |  |             | $   | 3,333 |      | 





* Includes a special distribution
of $0.077 per share.



13







The following table
shows the percentage of our distributions which have been funded from net investment income, realized capital gains and paid in
capital since the inception of operations:





Percentage of Distributions by Source:





|                                    |  |           |          |  | Net        |  |    | Realized    |  |  |           |  
|----------------------------------- |  | --------- | -------- |  | ---------- |  | -- | ----------- |  |  | --------- | -
|                                    |  |           |          |  | Investment |  |    | Gain From   |  |  | Return of |  
|Period                              |  | Per Share |          |  | Income     |  |    | Investments |  |  | Capital   |  
|July 12, 2012 - September 30, 2012  |  | $         | 0.183750 |  |            |  | 64 | %           |  |  | 0         | %
|October 1, 2012 - December 31, 2012 |  |           | 0.260750 |  |            |  | 59 | %           |  |  | 0         | %
|January 1, 2013 -March 31. 2013     |  |           | 0.262586 |  |            |  | 67 | %           |  |  | 13        | %
|April 1, 2013 - June 30, 2013       |  |           | 0.186504 |  |            |  | 77 | %           |  |  | 14        | %
|July 1, 2013 - September 30, 2013   |  |           | 0.186504 |  |            |  | 51 | %           |  |  | 10        | %
|October 1, 2013 - December 31, 2013 |  |           | 0.186504 |  |            |  | 4  | %           |  |  | 47        | %
|January 1, 2014 - March 31, 2014    |  |           | 0.186504 |  |            |  | 20 | %           |  |  | 13        | %
|April 1, 2014 - June 30, 2014       |  |           | 0.186504 |  |            |  | 46 | %           |  |  | 0         | %
|TOTAL                               |  | $         | 1.639606 |  |            |  |    |             |  |  |           |  



The following table
reflects the sources of the distributions on a tax basis that the Company has paid on its common stock (dollars in thousands) during
the fiscal years ended December 31, 2012 and 2013, and the six months ended June 30, 2014:





|Source of Distributions:                 |  | Six months ended 
June 30, 2014 |       |  | Year Ended 
December 31, 2013 |  |       | Year Ended 
December 31, 2012 | 
|---------------------------------------- |  | ------------------------------- | ----- |  | ----------------------------- |  | ----- | ----------------------------- | 
|Distributions from Net investment income |  | $                               | 472   |  |                               |  | 34.1  | %                             | 
|Distributions from Realized Gains        |  |                                 | 85    |  |                               |  | 6.1   | %                             | 
|Distributions from Paid In Capital       |  |                                 | 829   |  |                               |  | 59.8  | %                             | 
|TOTAL                                    |  | $                               | 1,386 |  |                               |  | 100.0 | %                             | 



There were no distributions
paid with borrowings, offering proceeds, non-capital gain proceeds from sale of assets, distribution on account of preferred and
common equity or expense reimbursement from sponsor.



We expect to continue paying distributions
at the same distribution rate, and that a substantial part of those distributions will constitute a return of capital for the
foreseeable future. Our distributions will continue to constitute return of capital until our net investment income is sufficient
to support our distribution rate, which will probably not occur until our Manager enters into an expense support agreement with
us, or our assets increase enough to lower our expense ratio, which we do not expect to occur until we have more than $100 million
in assets.





14







Note 9.  Financial Highlights



The following is a schedule of financial
highlights for the six months ended June 30, 2014 and 2013:



|                                                                     |  | For the six months ended  June 30, 2014 |           |    | For the six months ended June 30, 2013 |  
|-------------------------------------------------------------------- |  | --------------------------------------- | --------- | -- | -------------------------------------- | -
|Per share data:                                                      |  |                                         |           |    |                                        |  
|Net asset value, beginning of period                                 |  | $                                       | 8.69      |    |                                        | $
|                                                                     |  |                                         |           |    |                                        |  
|Results of operations (1)                                            |  |                                         |           |    |                                        |  
|Net investment income                                                |  |                                         | 0.13      |    |                                        |  
|Net realized gain on investments                                     |  |                                         | 0.02      |    |                                        |  
|Net unrealized loss on investments                                   |  |                                         | (0.32     | )  |                                        |  
|Net increase (decrease) in net assets resulting from operations      |  |                                         | (0.17     | )  |                                        |  
|                                                                     |  |                                         |           |    |                                        |  
|Stockholder distributions (2)                                        |  |                                         |           |    |                                        |  
|Distributions from net investment income                             |  |                                         | (0.13     | )  |                                        |  
|Distributions from realized gains                                    |  |                                         | (0.02     | )  |                                        |  
|Distributions from capital                                           |  |                                         | (0.22     | )  |                                        |  
|Net decrease in net assets resulting from stockholder distributions  |  |                                         | (0.37     | )  |                                        |  
|                                                                     |  |                                         |           |    |                                        |  
|Capital share transactions                                           |  |                                         |           |    |                                        |  
|Impact from issuance of common stock (3)                             |  |                                         | 0.14      |    |                                        |  
|Net increase in net assets resulting from capital share transactions |  |                                         | 0.14      |    |                                        |  
|Net asset value, end of period                                       |  | $                                       | 8.29      |    |                                        | $
|Shares outstanding at end of period                                  |  |                                         | 4,067,009 |    |                                        |  
|Total return (5)                                                     |  |                                         | (0.79     | )% |                                        |  
|Ratio/Supplemental data:                                             |  |                                         |           |    |                                        |  
|Net assets, end of period (in thousands)                             |  | $                                       | 33,704    |    |                                        | $
|Average net assets (in thousands)                                    |  | $                                       | 30,025    |    |                                        | $
|Ratio of net investment income to average net assets (4)(7)          |  |                                         | 3.17      | %  |                                        |  
|Ratio of operating expenses to average net assets (4)(7)             |  |                                         | 7.99      | %  |                                        |  
|Ratio of expenses reimbursed to average net assets (7)               |  |                                         | -         | %  |                                        |  
|Portfolio turnover ratio (6)                                         |  |                                         | 28.75     | %  |                                        |  












|(1) | The per share amounts were derived by using the weighted average shares outstanding during the period. There was no expense waiver and reimbursement for the six months ended June 30, 2014. Net investment income (loss) per share excluding the expense reimbursements would have been ($0.10) for the six months ended June 30, 2013.                                                                                                                                                                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The per share data for distributions reflects the actual amount of distributions declared per share during the period.                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(3) | The issuance of common stock on a per share basis reflects the incremental net asset value changes as a result of the issuance of shares of common stock in the Fund's continuous offering.                                                                                                                                                                                                                                                                                                                                                                       
|(4) | The ratios are after giving effect to amounts reimbursed by the Manager under an expense reimbursement agreement. See “Note 4 – Related Party Transactions.” For the six months ended June 30, 2014 there was no expense waiver and reimbursement. For the six months ended June 30, 2013, excluding the expense reimbursement, the ratio of net investment income and operating expenses to average net assets would have been (1.25%) and 9.88%, respectively.                                                                                                  
|(5) | Total return is calculated assuming a purchase of shares at the current net asset value on the first day and a sale at the current net asset value on the last day of the periods reported. Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP. For the six months ended June 30, 2014 there was no expense reimbursement. The total return based on net asset value for the six months ended June 30, 2013, includes the effect of the expense reimbursement which added 5.12% to the return.
|(6) | Portfolio turnover rate is calculated using the lesser of year-to-date sales or purchases over the average of the invested assets at fair value. Not annualized.                                                                                                                                                                                                                                                                                                                                                                                                  
|(7) | Ratios are annualized based on average net assets using current and prior 3 quarters net assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



Note 9.  Subsequent Events



Management of the Fund
has evaluated subsequent events in the preparation of the Fund’s financial statements and has determined that no events require
recognition or disclosure in the financial statements except for the following:





15







From July 1, 2014 to August 12, 2014,
the Fund issued 9 thousand shares of common stock for gross proceeds of $0.09 million. With the proceeds from the
Fund’s continuous offering, the Fund purchased a total of 1 debt investments for $0.8 million in cash.



On May 9, 2014, the Fund gave its
voluntary consent to tender the full position of Caesar’s Entertainment Corp. 10%, 12/15/2015 senior secured
second lien notes. The fund chose cash option for tender. The terms were $1,022.50 per $1,000 par, which is a combination of
$992.50 tender offer and $30 consent payment. The tender offer was completed and Fund received proceeds including all accrued
interest on July 28, 2014.



On July 10, 2014 the Fund gave its voluntary
consent to tender the full position of Armored AutoGroup, 9.25%, 11/01/2018 senior unsecured notes. The Fund chose the cash option
for tender. The terms were cash payment of $5.00 per $1,000 par.



On July 23, 2014 the Fund gave its
voluntary consent to tender the full position of Clear Channel Communications, 11.0%, 8/01/2016 senior unsecured notes. The
Fund chose the cash option for tender. The terms were $1,006.42 per $1,000 par, which is a combination of $976.42 tender
offer and $30 consent payment.





On July 29, 2014, Cenveo, Inc. redeemed all of its 8.875% Notes
due 2018 for $1,044.40 per $1,000 par including all accrued interest from the proceeds of its newly issued senior secured notes
due 2019 and 2022.



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



The following discussion
should be read in conjunction with the accompanying financial statements of VII Peaks Co-Optivist Income BDC II, Inc., and the
notes thereto. As used herein, the terms “we,” “our” and “us” refer to VII Peaks Co-Optivist
Income BDC II, Inc., a Maryland corporation and, as required by context to VII Peaks Advisor II, LLC (the “Manager”),
which serves as our investment adviser and administrator. We are externally managed by our Manager.



Forward-Looking Statements



This Form 10-Q includes
forward-looking statements that reflect our expectations and projections about our future results, performance, prospects and opportunities.
We may, in some cases, use words such as “project,” “believe,” “anticipate,” “plan,”
“expect,” “estimate,” “intend,” “should,” “would,” “could,”
“potentially,” or “may” or other words that convey uncertainty of future events or outcomes to identify
these forward-looking statements. Forward-looking statements in this Form 10-Q are subject to a number of risks and uncertainties,
some of which are beyond our control, including, among other things:



| | • | our ability to invest in discounted corporate debt and equity-linked debt securities of our target companies;
| | - | -------------------------------------------------------------------------------------------------------------



| | • | our ability to successfully employ our Co-Optivist TM approach in executing our investment strategy;
| | - | ----------------------------------------------------------------------------------------------------



| | • | a limited pool of prospective target businesses;
| | - | ------------------------------------------------



| | • | our ability to pay distributions on our shares of common stock;
| | - | ---------------------------------------------------------------



| | • | an economic downturn which could impair our target companies’ abilities to continue to operate, which could lead to the loss of some or all of our assets; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | changes in general economic or business conditions or economic or demographic trends in the United States.
| | - | ----------------------------------------------------------------------------------------------------------



Our actual results,
performance, prospects or opportunities could differ materially from those expressed in or implied by our forward-looking statements.
In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements.
These forward-looking statements are made as of the date of this Form 10-Q. We undertake no obligation to publicly update or revise
any forward-looking statements after the date of this Form 10-Q, whether as a result of new information, future events or otherwise,
except as required by law. The forward-looking statements and projections contained in this Quarterly Report on Form 10-Q are excluded
from the safe harbor protection provided by Section 27A of the Securities Act of 1933.



Overview



We invest in discounted
corporate debt and equity-linked debt securities of public and private companies that trade on the secondary loan market for institutional
investors and provide distributions to investors. At the same time, we actively work with the target company’s management
to restructure the underlying securities and improve the liquidity position of the target company’s balance sheet. We employ
a proprietary “Co-Optivist” TM approach (“cooperative activism”, Co-Optivist TM is a registered trademark
of VII Peaks Capital, LLC and is being used with their permission) in executing our investment strategy, which entails proactively
engaging the target company management on average 24 months prior to a redemption event (typically a put or maturity event) to
create an opportunity for growth in the investments. Our strategy is not dependent on restructuring to generate distributions.
Capital appreciation on securities is generally not realized evenly over the holding period. In some instances market prices for
securities may continue to reflect a discount until a relatively short time period prior to a redemption event. The potential capital
gain typically occurs during the end of the holding period of a bond in our portfolio when securities are either called by the
company or exchanged to new securities during refinance. We have tendered certain debt securities well above the market-traded
deep discount.



Our investment objectives
are to generate current income and capital appreciation. We intend to meet our investment objectives by: (i) realizing income and
capital appreciation through the acquisition, management and orderly liquidation of corporate debt securities, (ii) making distributions
of available distributable cash to our shareholders, and (iii) preserving the capital investments of our shareholders. There can
be no assurance that any of these objectives will be achieved.





16







Our proprietary “Co-Optivist”
TM approach entails investment in the corporate debt and equity-linked debt securities of target companies, or Target
Investments, in conjunction with proactively engaging the target companies’ management. We acquire Target Investments whose
debt securities trade on the over-the-counter market for institutional loans at a discount to their par redemption value, and will
be subject to a “redemption event” within (on average) 24 months. We define a “redemption event” as a maturity
event or a put event (where investors in the target companies’ debt security can have a redemption right at a pre-determined
price). We hold such debt an average of 12 – 18 months, during which time we anticipate working actively with the
target companies’ management to effect and/or participate in a restructuring or exchange of the invested securities for new
securities.



We make target
companies that meet our investment criteria. The size of an individual investment will vary based on numerous factors. However,
assuming we raise the maximum offering amount of $750 million we expect to hold at least 50 investments, and we anticipate that
the minimum investment size will be approximately $250,000. We do not anticipate being heavily invested in any one industry, and
generally, we do not expect to invest in more than two different classes of debt of the same target company. We invest in debt
and equity-linked debt of target company with a minimum enterprise value of $200 million and whose debt and equity-linked debt
is actively traded in the secondary loan market. Our portfolio is predominantly composed of fixed-rate high-yield and equity-linked
corporate debt securities. However, we may also purchase senior secured corporate debt securities which may have variable interest
rates. We currently anticipate that the portion of our portfolio composed of variable rate corporate debt securities, if any, will
not exceed 20%, but we may increase that to 33% of our aggregate portfolio at the time of any purchase depending on market opportunities.



We offer our stockholders
the ability to receive distributions as well as the potential capital appreciation resulting from the restructuring of the debt
of our Target Investments. To the extent we have distributable income available we anticipate declaring distributions with a record
and payment date on a semi-monthly basis.



Between 2001 and 2008,
corporate debt levels and the supply of leverage offered by banks and other investors steadily increased. We believe a significant
amount of this debt will be subject to a redemption event prior to 2016. Many of the companies that have outstanding issues of
such debt have not been able to proactively refinance, creating a “refinancing wall” that we believe will create a
liquidity shortfall for many issuers. The value of the debt securities of these companies as reflected in prices quoted in the
secondary loan market, may be at a significant discount to par, and represent a premium yield to maturity reflective of these liquidity
concerns, creating the opportunity for us to identify and invest in the debt securities of select companies at attractive current
market valuations. We believe that our Co-Optivist TM approach can help our target companies achieve results that are
beneficial to the long-term value of their businesses, which will in turn, result in capital gains through capital appreciation,
or the exchange of invested securities into a current security or cash at a premium to its acquisition price. Our principals collectively
have experience in principal investing, debt securities and general capital markets, and we believe we are well-positioned to capitalize
on these opportunities.



Our investment activities
are managed by our Manager who is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Our
Manager is responsible for sourcing potential investments, conducting research on prospective investments, analyzing investment
opportunities, structuring our investments, and monitoring our investments and portfolio companies on an ongoing basis. Our Manager
is led by Gurpreet (Gurprit) S. Chandhoke, who also serves as our Chief Executive Officer, who has extensive experience in underwriting
and issuing debt products that include high-yield, bank debt and convertible debt and has acted as financial adviser to private
equity funds, venture capital firms and corporations in mergers and acquisitions, recapitalization and corporate finance transactions,
and has served as principal investor in private equity and leveraged buyout transactions.



Our Manager has an
investment committee that is responsible for reviewing, discussing and approving each investment opportunity we seek to pursue.
Our investment committee meets routinely to discuss new and existing opportunities and developments on current investments. Our
investment committee currently is led by Mr. Chandhoke, our Chief Executive Officer, with Stephen F. Shea, a Managing Partner of
VII Peaks Capital, LLC.



Critical Accounting Policies



The financial statements
are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”),
which require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related
to the valuation of portfolio securities. We base our estimates on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation
of our financial statements.



Valuation of Portfolio Investments



We determine the net
asset value of our investment portfolio each quarter. Securities that are publicly-traded are valued at the reported closing price
on the valuation date. Securities that are not publicly-traded are valued at fair value as determined in good faith by our board
of directors. In connection with that determination, our Manager prepares portfolio company valuations using relevant inputs, including,
but not limited to, indicative dealer quotes, values of like securities, the most recent portfolio company financial statements
and forecasts, and valuations prepared by third-party valuation services.





17







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



| | • | our quarterly valuation process begins with each portfolio company or investment being initially valued by members of our investment committee, with such valuation taking into account information received from our independent valuation firm, if applicable;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | preliminary valuation conclusions are then documented and discussed with the members of our board of directors; and
| | - | -------------------------------------------------------------------------------------------------------------------



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



Investments are valued
utilizing a market approach, an income approach, or both approaches, as appropriate. 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 (discounted) calculated based on 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 portfolio company’s ability to make
payments, its earnings and discounted cash flows, the markets in which the portfolio 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, or FASB, Accounting Standards Codification, or 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 clarifies
that the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability
in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous
market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at
the measurement date, considered from the perspective of market participants. 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. 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 Fund at the measurement date.



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



Level 3:  Unobservable
inputs for the asset or liability.



In all cases, the level
in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest
level of input that is significant to the fair value measurement.



Revenue Recognition



We generate investment
income in the form of interest and fees earned on senior secured loans, senior secured bonds, subordinated debt and collateralized
securities in our portfolio. The level of income we receive is directly related to the balance of income producing investments
multiplied by the weighted average yield of our investments.



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 payment-in-kind (“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. Our total interest income was $1.0 million and $1.7 million for the three and
six months ended June 30, 2014, as compared to $0.4 million and $0.6 million for the three and six months ended June 30,
2013, respectively. The increase is due to a larger note portfolio earning interest in 2014 as compared to 2013. At June 30,
2014, the weighted average coupon yield was 10.3%, as compared to 10.3% as of June 30, 2013.





18







Expense Reimbursement



We entered into an
expense reimbursement agreement with our prior manager under which the prior manager agreed to reimburse us for certain U.S. GAAP
compliant expenses recognized on our quarterly financial statements for 2012, retroactive to the date of formation on August 3,
2011. In 2013, the expense reimbursement agreement was modified to exclude management fees and incentive fees payable to the prior
manager effective as of January 1, 2013. We recognized a receivable on our books for the amount due from the prior manager under
the expense reimbursement agreement, and the prior manager recognized a liability on its books in the same amount.



On August 20, 2013,
we terminated our investment management agreement with our prior manager, and entered into a new investment management agreement
with our current Manager. Our current Manager has not entered into an expense reimbursement agreement with us, but agreed to assume
the prior manager’s obligation to pay us the $1.3 million which had accrued under the prior manager’s expense reimbursement
agreement. In consideration for such assumption, we have agreed to pay our current Manager any amounts otherwise due our prior
manager for organization and offering expenses funded by our prior manager, subject to the limitation that such organization and
offering costs may only be reimbursed to the extent of 1.5% of offering proceeds.



During the three months
ended June 30, 2014, our Manager paid in full the Due from Affiliate balance of $1.3 million.



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



We 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 regulated investment company (“RIC”), substantially all of this income must be paid out to stockholders
in the form of distributions, even if we have not collected any cash.



Organization and Offering Expenses



The Fund is a closed-end
fund with a continuous offering period. Under the investment advisory agreement between the Fund and the Manager, our Manager fronts
the cost of the organizational and offering expenses which are reimbursable by the Fund with up to 1.5% of the gross offering proceeds.
The Fund expenses organizational and offering costs as they become payable under the investment advisory agreement.



Federal Income Taxes



We have elected to
be treated for federal income tax purposes 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 shareholders from our tax
earnings and profits. To obtain and maintain our RIC tax treatment, we must meet, among other things, 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.



Portfolio and Investment Activity



During the six months
ended June 30, 2014, we made $15.3 million of investments in new portfolio companies and had $7.3 million in aggregate amount
of exits and repayments, resulting in net investments of $8.0 million for the period. During the six months ended June 30, 2013,
we made $16.1 million of investments in new portfolio companies and had $6.0 million in aggregate amount of exits and repayments,
resulting in net investments of $10.1 million for the period. As of June 30, 2014, we had one portfolio investment in default
with a fair value of $0.01 million which represented 0.1% of our portfolio.



As of June 30, 2014, we have invested an
aggregate of approximately $33.2 million in 44 investment positions in 36 portfolio companies. At June 30, 2014, the fair value
of our investment positions was $31.8 million (including the accrued interest of $1.1 million). As of such date, our estimated
gross annual portfolio current yield was 10.50% and gross annual portfolio yield to maturity was 10.86% based on the purchase
price of our investments. The average duration of our portfolio was approximately 2.58 years. As of June 30, 2014, we have exited
19 portfolio companies in full and 8 partially for aggregate sales proceeds of $19.0 million. As of June 30, 2014, we had 1 portfolio
investment in default with a fair value of $7,600 which represented 0.02% of our portfolio.





19







The following table presents our portfolio
composition based on fair value as of June 30, 2014:



|                                     |  | As of June 30, 2014           |      
|------------------------------------ |  | ----------------------------- | -----
|                                     |  | Percentage of Total Portfolio |      
|Investments – U.S. Bank money market |  |                               | 6.3  
|Senior Secured First Lien Debt       |  |                               | 12.4 
|Senior Secured Second Lien Debt      |  |                               | 16.9 
|Senior Unsecured Debt                |  |                               | 45.4 
|Senior Subordinated Debt             |  |                               | 19.0 
|Total                                |  |                               | 100.0



As of June 30, 2014, our investment
portfolio had a yield to maturity of 10.79%, and an average duration of 2.56 years.



The following table presents our portfolio
composition based on fair value as of December 31, 2013:



|                                     |  | As of December 31, 2013       |      
|------------------------------------ |  | ----------------------------- | -----
|                                     |  | Percentage of Total Portfolio |      
|Investments – U.S. Bank money market |  |                               | 6.6  
|Senior Secured First Lien Debt       |  |                               | 9.2  
|Senior Secured Second Lien Debt      |  |                               | 21.3 
|Senior Unsecured Debt                |  |                               | 33.8 
|Senior Subordinated Debt             |  |                               | 29.1 
|Total                                |  |                               | 100.0



As of December 31, 2013, our investment
portfolio had a yield to maturity of 11.16%, and an average duration of 2.36 years.



The following table shows the portfolio
composition by industry grouping at fair value as of June 30, 2014 (dollars in thousands):



|                                          |  | As of June 30, 2014            |       
|----------------------------------------- |  | ------------------------------ | ------
|                                          |  | Investments
    at  Fair Value |       
|Media: Advertising, Printing & Publishing |  | $                              | 4,070 
|Retail                                    |  |                                | 3,968 
|Energy: Oil & Gas                         |  |                                | 3,419 
|Healthcare and Pharmaceuticals            |  |                                | 2,879 
|Aerospace and Defense                     |  |                                | 2,665 
|Services: Consumer                        |  |                                | 2,470 
|Investments - Money Market                |  |                                | 2,083 
|Consumer Goods: Durable                   |  |                                | 1,843 
|Hotel, Gaming & Leisure                   |  |                                | 1,393 
|Metals & Mining                           |  |                                | 1,295 
|Services: Business                        |  |                                | 1,210 
|Media: Broadcasting & Subscription        |  |                                | 1,206 
|Telecommunications                        |  |                                | 1,062 
|Environmental Industries                  |  |                                | 1,048 
|High Tech Industries                      |  |                                | 824   
|Automobile                                |  |                                | 784   
|Beverage, Food & Tobacco                  |  |                                | 626   
|Total                                     |  | $                              | 32,845





20







The following table shows the portfolio
composition by industry grouping at fair value as of December 31, 2013 (dollars in thousands):



|                                          |  | As of December 31, 2013        |       
|----------------------------------------- |  | ------------------------------ | ------
|                                          |  | Investments
    at  Fair Value |       
|Healthcare & Pharmaceuticals              |  | $                              | 3,160 
|Services: Business                        |  |                                | 3,015 
|Aerospace and Defense                     |  |                                | 2,616 
|Energy: Oil & Gas                         |  |                                | 2,604 
|Telecommunications                        |  |                                | 2,289 
|Investments – Money Market                |  |                                | 1,644 
|Media: Advertising, Printing & Publishing |  |                                | 1,541 
|Services: Consumer                        |  |                                | 1,282 
|Metals & Mining                           |  |                                | 1,222 
|High Tech Industries                      |  |                                | 1,158 
|Banking, Finance, Insurance & Real Estate |  |                                | 1,069 
|Retail                                    |  |                                | 968   
|Media: Broadcasting & Subscription        |  |                                | 875   
|Hotel, Gaming & Leisure                   |  |                                | 790   
|Beverage, Food & Tobacco                  |  |                                | 557   
|Environmental Industries                  |  |                                | 8     
|Total                                     |  | $                              | 24,798



Our fair value of total investments was
$32.8 million as of June 30, 2014 as compared to $24.8 million as of December 31, 2013. The portfolio increase in the three and
six months ending June 30, 2014 is mainly due to invested proceeds from continuous investor closings. The additional proceeds from
investor closings in the three and six months ending June 30, 2014 also led to further portfolio diversification by industry, as
compared to diversification as of December 31, 2013.



Results of Operations



We were formed on August 3, 2011, and commenced
operations on July 10, 2012, when we raised in excess of $1,000,000 from persons who were not affiliated with us or our Manager.
Prior to satisfying the minimum offering requirement, we had no operations except for matters relating to our organization and
registration as a non-diversified, closed-end management investment company. As a result, our operating results for 2013 are not
necessarily applicable to our results in 2012. The results of operations are based on revenue less expenses, adjusted for the impact
of the realized gain/loss and change in unrealized gain/loss on our investment portfolio. Revenue is earned as interest on the
high-yield investments. Expenses include professional services, management fees, organizational and offering costs and other general
and administrative. Realized gain/loss are from investments sold or called at an advantageous price. The unrealized gain/loss is
the change in the market price on investments in the portfolio at period end. Operating results for the three and six months ended
June 30, 2014 and 2013 are as follows (dollars in thousands):



|                                                                |  | For the three months ended June 30, 2014 |      |   | For the three months ended June 30, 2013 |  
|--------------------------------------------------------------- |  | ---------------------------------------- | ---- | - | ---------------------------------------- | -
|Total investment income                                         |  | $                                        | 951  |   |                                          | $
|Total expenses, net                                             |  |                                          | 603  |   |                                          |  
|Net investment income                                           |  |                                          | 348  |   |                                          |  
|Net realized gains                                              |  |                                          | -    |   |                                          |  
|Net unrealized depreciation                                     |  |                                          | (951 | ) |                                          |  
|Net increase (decrease) in net assets resulting from operations |  | $                                        | (603 | ) |                                          | $





21







|                                                                |  | For the six months ended June 30, 2014 |        |   | For the six months ended June 30, 2013 |  
|--------------------------------------------------------------- |  | -------------------------------------- | ------ | - | -------------------------------------- | -
|Total investment income                                         |  | $                                      | 1,661  |   |                                        | $
|Total expenses, net                                             |  |                                        | 1,189  |   |                                        |  
|Net investment income                                           |  |                                        | 472    |   |                                        |  
|Net realized gains                                              |  |                                        | 85     |   |                                        |  
|Net unrealized depreciation                                     |  |                                        | (1,218 | ) |                                        |  
|Net increase (decrease) in net assets resulting from operations |  | $                                      | (661   | ) |                                        | $



Revenues



We generated investment income of $1.0 million
and $1.7 million for the three and six months ended June 30, 2014, as compared to $0.4 million and $0.6 million for the three and
six months ended June 30, 2013. The three months ended June 30, 2014 included non-recurring interest in Other Income due from the
Advisor of $0.1 million. The interest resulted from the Due from Affiliate balance of $1.3 million that was paid in full in during
the three months ended June 30, 2014. The Interest from investments is in the form of interest and fees earned on senior secured
loans, senior secured bonds, subordinated debt and collateralized securities in our portfolio. The level of income we receive is
directly related to the balance of income producing investments multiplied by the weighted average yield of our investments. We
expect the dollar amount of interest and any dividend income that we earn to increase as the size of our investment portfolio increases.
The average balance of the June 30, 2014 note portfolio was significantly higher than the June 30, 2013 balance.



Since becoming operational
in the third quarter of 2012, we generate revenue primarily from the cash interest we collect on our debt investments and, to a
lesser extent, from the early termination fees that many of our debt investments require the borrower to pay. Going forward, we
may generate revenue in the form of commitment, origination, structuring or diligence fees. Any such fees will be generated in
connection with our investments and recognized as earned.



Expenses



The composition of
our operating expenses for the three and six months ended June 30, 2014 and June 30, 2013 was as follows (dollars in thousands):



|                                                                   |  | For the three months ended June 30, 2014 |     |  | For the three months ended June 30, 2013 |  
|------------------------------------------------------------------ |  | ---------------------------------------- | --- |  | ---------------------------------------- | -
|Professional fees                                                  |  | $                                        | 106 |  |                                          | $
|Director fees                                                      |  |                                          | 13  |  |                                          |  
|Insurance                                                          |  |                                          | 24  |  |                                          |  
|Management fees                                                    |  |                                          | 168 |  |                                          |  
|Incentive fees                                                     |  |                                          | —   |  |                                          |  
|General and administrative expenses                                |  |                                          | 270 |  |                                          |  
|Offering expense                                                   |  |                                          | 22  |  |                                          |  
|Organizational expense                                             |  |                                          | —   |  |                                          |  
|Operating expenses before expense reimbursements                   |  |                                          | 603 |  |                                          |  
|Expense reimbursement                                              |  |                                          | —   |  |                                          |  
|Total operating expenses net of expense waivers and reimbursements |  | $                                        | 603 |  |                                          | $



|                                                                   |  | For the six months ended June 30, 2014 |       |  | For the six months ended June 30, 2013 |  
|------------------------------------------------------------------ |  | -------------------------------------- | ----- |  | -------------------------------------- | -
|Professional fees                                                  |  | $                                      | 192   |  |                                        | $
|Director fees                                                      |  |                                        | 27    |  |                                        |  
|Insurance                                                          |  |                                        | 47    |  |                                        |  
|Management fees                                                    |  |                                        | 335   |  |                                        |  
|Incentive fees                                                     |  |                                        | —     |  |                                        |  
|General and administrative expenses                                |  |                                        | 463   |  |                                        |  
|Offering expense                                                   |  |                                        | 125   |  |                                        |  
|Organizational expense                                             |  |                                        | —     |  |                                        |  
|Operating expenses before expense reimbursements                   |  |                                        | 1,189 |  |                                        |  
|Expense reimbursement                                              |  |                                        | —     |  |                                        |  
|Total operating expenses net of expense waivers and reimbursements |  | $                                      | 1,189 |  |                                        | $





22







For the six months ended June 30, 2014 and
June 30, 2013, our operating expenses before expense reimbursement were $1.2 million and $0.7 million, respectively. The rise in
expenses for the six months ended June 30, 2014 as compared to the six months ended June 30, 2013 was due to higher management
fees and increased general and administrative expenses in 2014. Larger assets under management led to the growth in management
fees, and climb in transfer agent expense, captured in the general and administrative category. Travel was also a component of
the increase in 2014, as compared to the same period in 2013, part of general and administrative expense above.



Expense Reimbursement



We entered into an
expense reimbursement agreement with our prior manager under which the prior manager agreed to reimburse us for all U.S. GAAP compliant
expenses recognized on our quarterly financial statements for 2012, retroactive to the date of formation on August 3, 2011. In
2013, the expense reimbursement agreement was modified to exclude management fees and incentive fees payable to the Manager effective
as of January 1, 2013. We recognized a receivable on our books for the amount due from the prior manager under the expense reimbursement
agreement, and the prior manager recognized a liability on its books in the same amount. Our prior manager was obligated to reimburse
us for $1.1 million in the six months ended June 30, 2013.



On August 20, 2013,
we terminated our investment management agreement and expense reimbursement agreement with our prior manager, and entered into
a new investment management agreement with our current Manager. Our current Manager has not entered into an expense reimbursement
agreement with us, but agreed to assume the prior manager’s obligation to pay us $1.3 million which had accrued under the
prior manager’s expense reimbursement agreement. In consideration for such assumption, we have agreed to pay our current
Manager any amounts otherwise due our prior manager for organization and offering expenses funded by our prior manager, subject
to the limitation that such organization and offering costs may only be reimbursed to the extent of 1.5% of offering proceeds.



During the three months ended June 30, 2014,
our Manager paid in full the Due from Affiliate balance of $1.3 million. In addition, during the three months ended June 30, 2014,
we accrued $0.1 million of interest on such amount at the rate of 7.35% per annum.



Net Investment Income



Our
net investment income totaled $0.3 million and $0.5 million for the three and six months ended June 30, 2014, respectively.
The balance of our net investment income was attributable to investment income less operating expenses
for the period. For the three and six months ended June 30, 2014, total investment income was $1.0 million and $1.7
million, respectively.



Our net
investment income totaled $0.3 million and $0.5 million for the three and six months ended June 30, 2013, respectively. Of
our net investment income, $0.3 million and $0.6 million for the three and six months ended June 30, 2013, respectively, was
attributable to expense reimbursements by our prior manager, and the balance was attributable to investment income less
operating expenses for the period. For the three and six months ended June 30, 2013, total investment income was $0.4 million
and $0.6 million, respectively.



The increase in net
investment income in the three months ending June 30, 2014 as compared to the three months ending June 30, 2013 is due to a higher
earning asset average balance in the investment portfolio. For the three and six months ended June 30, 2014, total expenses before
expense reimbursements were $0.6 million and $1.2 million, respectively. For the three and six months ended June 30, 2013, total
expenses before expense reimbursements were $0.3 million and $0.7 million, respectively.



Net Realized Gains or Losses from Investments



For
the three and six months ended June 30, 2014, we had $3.0 million and $7.3 million of sales and principal
repayments, resulting in $0.1 thousand and $0.09 million of realized gains, respectively. For
the three and six months ended June 30, 2013, we had $4.0 million and $6.0 million of sales and principal
repayments, resulting in $0.04 million and $0.09 million of realized gains.



Net Change in Unrealized Appreciation or Depreciation
on Investments



For
the three and six months ended June 30, 2014, we had $1.0 million and $1.2 million of unrealized
depreciation, respectively. For the three and six months ended
June 30, 2013, we had $0.3 million and $0.1 million of unrealized depreciation. The increase in unrealized depreciation was
due to a larger investment portfolio and market conditions. The holdings that experienced the most significant losses are NII
Cap Corp., Education Management LLC, Gymboree Corp. and Endeavour International Corp.



Changes in Net Assets from Operations



For the three and six
months ended June 30, 2014, we recorded a net decrease in net assets resulting from operations of $0.6 million and $0.7 million,
respectively. Based on 4,054,473 and 3,749,965 weighted average common shares outstanding for the three and six months ended June
30, 2014, respectively, our per share net decrease in net assets resulting from operations was $0.15 and $0.18, respectively.





23







Liquidity and Capital Resources



We generate cash primarily
from the net proceeds of our ongoing continuous public offering and from cash flows from interest and dividends earned from our
investments as well as principal repayments and proceeds from sales of our investments. On July 10, 2012, we satisfied our minimum
offering requirement of raising gross offering proceeds in excess of $1.0 million from persons who are not affiliated with us or
our Manager, and commenced operations. As of June 30, 2014, we issued 4.1 million shares of common stock for gross proceeds of
$40.8 million, including $1.2 million shares under our DRIP. We currently sell our shares on a continuous basis at a current offering
price of $10.15; however, to the extent that our net asset value per share increases, we will sell at a price necessary to ensure
that our shares are not sold at a price, after deduction of selling commissions and dealer manager fees, that is below our net
asset value per share.



Prior to investing
in debt securities, we invest the net proceeds from our continuous offering primarily in money market funds that invest in U.S.
government securities and high-quality debt instruments maturing in one year or less from the time of investment. As of June 30,
2014 and December 31, 2013, we had $2.1 million and $1.6 million, respectively, invested in money market investments pending investment
in debt instruments.



For the six months
ended June 30, 2014, we experienced a net increase in money market investments of $0.5 million. For the six months ended June 30,
2014, approximately $6.3 million was generated from our financing activities, which primarily consisted of $7.5 million in net
offering proceeds received, offset by $0.9 million in distributions. We used approximately $6.3 million of cash in our operating
activities primarily as a result of increases in receivables for interest and due from related party and a decrease in receivable
for sales of common stock. Also, we received proceeds from the sale of, repayment of and principal payments on portfolio debt investments
of $7.3 million, offset by the purchase of new portfolio debt investments of $15.3 million.



We do not expect to
borrow funds during the following twelve months to make investments. In the future, however, if the market for debt financing presents
attractively priced debt financing opportunities, or if our board of directors determines that leveraging our portfolio would be
in our best interests and the best interests of our shareholders, we may decide to borrow funds to make investments. We do not
currently anticipate issuing any preferred shares.



Distributions



When we commenced operations,
we initiated a policy of declaring semi-monthly distributions at an annual distribution rate of 7.35% per annum of our offering
price. We have authorized, declared and paid distributions to our shareholders at that rate on a semi-monthly basis since July
2012. Our distributions historically have not been based on our investment performance. Prior to September 2013, our
distributions were supported by our Manager in the form of operating expense support payments to us, and a portion of our distributions
constituted a return of capital. Since September 2013, we have not had an expense support agreement with our Manager and
as a result a greater portion of our distributions have constituted a return of capital. A return of capital generally is a
return of your investment rather than a return of earnings or gains derived from our investment activities.



Any distributions
to our shareholders are declared out of assets legally available for distribution. We expect to continue making distributions unless
our results of operations, our general financial condition, general economic conditions, or other factors prohibit us from doing
so. There can be no assurance that we will be able to sustain distributions at any particular level.



Each year a statement
on Internal Revenue Service Form 1099-DIV (or such successor form) identifying the source of the distribution (i.e., paid
from ordinary income, paid from net capital gain on the sale of securities, or a return of capital) will be mailed to our shareholders.
We expect that our distributions will continue to constitute a return of capital until our net investment income is sufficient
to support our distribution rate, which will probably not occur until our Manager enters into an expense support agreement with
us, or our assets increase enough to lower our expense ratio, which we do not expect to occur until we have more than $100 million
in assets, neither of which may ever occur. As a result, for the foreseeable future, a portion of the distributions we
make will represent a return of capital for tax purposes. The tax basis of shares must be reduced by the amount of any return of
capital distributions, which will result in an increase in the amount of any taxable gain (or a reduction in any deductible loss)
on the sale of shares.



Distribution Reinvestment Plan



We have adopted an
“opt-in” distribution reinvestment plan (“DRIP”) pursuant to which shareholders may elect to have the full
amount of their cash distributions reinvested in additional shares of our common stock. If shareholders wish to receive their distribution
in cash, no action will be required on their part to do so. There will be no selling commissions, dealer manager fees or other
sales charges to shareholders if, they elect to participate in the DRIP. We will pay the plan administrator’s fees under
the plan. Shareholders distribution amount will purchase shares at 95% of the price that the shares are offered pursuant to the
effective registration statement of the public offering. Shares issued pursuant to our DRIP will have the same voting rights as
our shares of common stock offered pursuant to our prospectus.





24







Election as a RIC



We elected to be treated
as a RIC under Subchapter M of the Code beginning with the taxable year ended December 31, 2012. As a RIC, we generally will not
have to pay corporate-level U.S. federal income taxes on any income that we distribute to our stockholders from our tax earnings
and profits. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements.
In addition, in order to obtain RIC tax treatment, we must distribute to our stockholders, for each taxable year, at least 90%
of our “investment company taxable income,” which is generally our net ordinary income plus the excess, if any, of
realized net short-term capital gain over realized net long-term capital loss, or the annual distribution requirement. Even if
we qualify as a RIC, we generally will be subject to corporate-level U.S. federal income tax on our undistributed taxable income
and could be subject to U.S. federal excise, state, local and foreign taxes.



Related-Party Transactions and Agreements



We have entered into
agreements with the Manager, whereby we pay certain fees and reimbursements. These include payments to our Manager for reimbursement
of organization and offering costs. In addition, we make payments for certain services that include, but are not limited to, the
identification, execution, and management of our investments and also the management of our day-to-day operations provided to us
by our Manager, pursuant to various agreements that we have entered into. See Note 4 to the financial statements included elsewhere
in this quarterly report on Form 10-Q for additional information regarding such contractual obligations.



Conflicts of interest
between us and the various roles, activities and duties of the Manager and its affiliates may occur from time to time. The Manager,
its officers and other affiliates may act as a manager or general partner of other private or public entities, some of whom may
have the same or a similar investment objective as us. As a result, conflicts of interest between us and the other activities of
the Manager and its affiliates may occur from time to time. None of the agreements or arrangements, including those relating to
compensation, between us, the Manager or their affiliates, is the result of arm’s-length negotiations. As a result, there
may be conflicts between us, on the one hand, and our Manager, including members of its management team, on the other, regarding
the allocation of resources to the management of our day-to-day activities.



The compensation we
pay to our Manager was not entered into on an arm’s-length basis with unaffiliated third parties. As a result, the form and
amount of such compensation may be less favorable to us than they might have been had they been entered into through arm’s-length
transactions with unaffiliated parties. See “Contractual Obligations” for a discussion of the investment advisory agreement
we have with the Manager.



Further, our officers
are involved in other ventures, some of which may compete with us for investment opportunities, including certain affiliated funds
or managed accounts, and may be incentivized to offer investment opportunities to such other ventures rather than to us which would
make it more difficult to achieve our investment objectives. In addition, the officers of VII Peaks may also be involved in other
ventures, some of which may compete with us for investment opportunities.



As a BDC, we are subject
to certain regulatory restrictions in making our investments. For example, we generally are not permitted to co-invest with certain
entities affiliated with our Manager in transactions originated by our Manager or its affiliates unless we obtain an exemptive
order from the SEC or co-invest alongside our Manager or its affiliates in accordance with existing regulatory guidance and our
allocation policy. Under existing regulatory guidance, we are permitted to, and may co-invest in syndicated deals and secondary
loan market transactions where price is the only negotiated point. We may seek exemptive relief from the SEC to engage in co-investment
transactions with our Manager and/or its affiliates. However, there can be no assurance that we will obtain such exemptive relief,
if requested. Even if we receive exemptive relief, neither our Manager nor its affiliates are obligated to offer us the right to
participate in any transactions originated by them. Prior to obtaining exemptive relief, we may co-invest alongside our Manager
or its affiliates only in accordance with existing regulatory guidance and our allocation policy.



Off-Balance Sheet Arrangements



We have no off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.



Item 3. Quantitative and Qualitative Disclosures about Market
Risk



We are subject to financial
market risks, including changes in interest rates. Any investments we make that are denominated in a foreign currency will be subject
to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in
the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary
market. These risks will vary depending upon the currency or currencies involved.



We may hedge against
interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward
contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest
rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments
with fixed interest rates.



Assuming that our current
balance sheet was to remain constant and no actions were taken to alter our existing interest rate sensitivity, a 100 basis point
move in interest rates up or down from their June 30, 2014 levels would result in an increase or decrease in net asset value of
$0.3 million or 0.98%.





25







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 quarter
ended June 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.





26









PART II



OTHER INFORMATION



Item 1. Legal Proceedings



Neither we nor our
Manager are currently subject to any material legal proceedings.



Item 1A. Risk Factors



There have been no
material changes from the risk factors set forth in our annual report on Form 10-K for the year ended December 31, 2013.



Item 2. Unregistered Sales of Equity Securities and Use of
Proceeds



Not applicable.



Item 3. Defaults upon Senior Securities



Not applicable.



Item 4. Mine Safety Disclosures



Not applicable.



Item 5. Other Information



Not applicable.



Item 6. Exhibits



Listed below are the
exhibits which are filed as part of this report (according to the number assigned to them in Item 601 of Regulation S-K):



|ExhibitNumber |  | Description of Document                                                                                                                                                             
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|              |  |                                                                                                                                                                                     
|31.1*         |  | Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.                                                                
|              |  |                                                                                                                                                                                     
|31.2*         |  | Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended.                                                                
|              |  |                                                                                                                                                                                     
|32.1*         |  | Certification of Chief Executive Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|              |  |                                                                                                                                                                                     
|32.2*         |  | Certification of Chief Financial Officer pursuant to Section 1350, Chapter 63 of Title 18, United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



*     Filed herewith.





27







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.



|                          | VII Peaks Co-Optivist Income BDC II, Inc.
|------------------------- | -----------------------------------------
|                          |                                          
|Date: August 13,
    2014 | By                                       
|                          |                                          
|                          |                                          
|                          |                                          
|                          |                                          



|                          | VII Peaks Co-Optivist Income BDC II, Inc.
|------------------------- | -----------------------------------------
|                          |                                          
|Date: August 13,
    2014 | By                                       
|                          |                                          
|                          |                                          
|                          |                                          
|                          |                                          





28