Table of Contents

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|                                  
|----------------------------------
|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, 2013
|                                             
|OR                                           
|o                                             | TRANSITION REPORT PURSUANT TO
 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For
the transition period from to

Commission
File Number 333-174873

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

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

10877
Wilshire Blvd., 12th FloorLos Angeles, CA 90024(Address of
principal executive offices)

(310)
943-4990(Registrants
telephone number, including area code)

(Former name,
former address and former fiscal year, if changed since last report)

Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o

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

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

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

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

As
of June 30, 2013, the Registrant had 7,500 shares of common stock, $0.001 par
value, outstanding.

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TABLE OF CONTENTS

|                                                                                               |   
|---------------------------------------------------------------------------------------------- | --
|Part IFinancial
 Information                                                                  | 3 
|                                                                                               |   
|Item 1: Financial
 Statements                                                                  | 3 
|                                                                                               |   
|Item 2: Managements
 Discussion and Analysis of Financial Condition and Results of Operations | 11
|                                                                                               |   
|Item 3: Quantitative and
 Qualitative Disclosures About Market Risk                            | 23
|                                                                                               |   
|Item 4: Controls and Procedures                                                                | 23
|                                                                                               |   
|Part IIOther Information                                                                      | 23
|                                                                                               |   
|Item 1: Legal Proceedings                                                                      | 23
|                                                                                               |   
|Item 1A: Risk Factors                                                                          | 23
|                                                                                               |   
|Item 2: Unregistered Sales
 of Equity Securities and Use of Proceeds                           | 23
|                                                                                               |   
|Item 3: Defaults Upon
 Senior Securities                                                       | 23
|                                                                                               |   
|Item 4: Mine Safety
 Disclosures                                                               | 24
|                                                                                               |   
|Item 5: Other Information                                                                      | 24
|                                                                                               |   
|Item 6: Exhibits                                                                               | 24
|                                                                                               |   
|SIGNATURES                                                                                     | 25

2

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Table of Contents

Part IFinancial Information

Item 1: Financial Statements

TRITON PACIFIC INVESTMENT CORPORATION, INC.STATEMENT OF FINANCIAL POSITION

|                                                                                                    |  |                             |          |                     |   |         |  
|--------------------------------------------------------------------------------------------------- |  | --------------------------- | -------- | ------------------- | - | ------- | -
|                                                                                                    |  | (unaudited)
 June 30,
 2013 |          | December
 31,
 2012 |  
|                                                                                                    |  |                             |          |                     |   |         |  
|CURRENT ASSETS                                                                                      |  |                             |          |                     |   |         |  
|Cash                                                                                                |  | $                           | 135      |                     | $ | 8,321   |  
|Prepaid expenses                                                                                    |  |                             | 215      |                     |   | 1,215   |  
|Deferred
 offering costs                                                                            |  |                             | 688,732  |                     |   | 521,641 |  
|                                                                                                    |  |                             |          |                     |   |         |  
|                                                                                                    |  |                             | 689,082  |                     |   | 531,177 |  
|                                                                                                    |  |                             |          |                     |   |         |  
|PROPERTY AND EQUIPMENT                                                                              |  |                             | 2,495    |                     |   | 2,495   |  
|Less:
 Accumulated depreciation                                                                     |  |                             | (2,079   | )                   |   | (1,247  | )
|                                                                                                    |  |                             |          |                     |   |         |  
|                                                                                                    |  |                             | 416      |                     |   | 1,248   |  
|                                                                                                    |  |                             |          |                     |   |         |  
|                                                                                                    |  | $                           | 689,498  |                     | $ | 532,425 |  
|                                                                                                    |  |                             |          |                     |   |         |  
|LIABILITIES                                                                                         |  |                             |          |                     |   |         |  
|Accounts payable
 and accrued liabilities                                                           |  | $                           | 225,000  |                     | $ | 230,288 |  
|Due to related
 parties                                                                             |  |                             | 566,156  |                     |   | 280,620 |  
|                                                                                                    |  |                             |          |                     |   |         |  
|                                                                                                    |  |                             | 791,156  |                     |   | 510,908 |  
|STOCKHOLDERS EQUITY (DEFICIT)                                                                      |  |                             |          |                     |   |         |  
|Common stock,
 $0.001 par value, 75,000,000 shares authorized, 7,500 shares issued and
 outstanding |  |                             | 7        |                     |   | 7       |  
|Additional
 paid-in capital                                                                         |  |                             | 101,243  |                     |   | 101,243 |  
|Accumulated
 deficit during the development stage                                                   |  |                             | (202,908 | )                   |   | (79,733 | )
|                                                                                                    |  |                             |          |                     |   |         |  
|                                                                                                    |  |                             | (101,658 | )                   |   | 21,517  |  
|                                                                                                    |  |                             |          |                     |   |         |  
|                                                                                                    |  | $                           | 689,498  |                     | $ | 532,425 |  

The
accompanying notes are an integral part of these statements.

3

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Table of Contents

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

|                                            |  |                                     |         |                                  |   |                                                                |   |   |          |  
|------------------------------------------- |  | ----------------------------------- | ------- | -------------------------------- | - | -------------------------------------------------------------- | - | - | -------- | -
|                                            |  | Three
 Months 
 Ended
 June 30,2013 |         | Six
 Months
 Ended
 June 30,2013 |   | April
 29, 
 2011
 (Date of
 Inception)
 Through
 June 30,2013 |  
|                                            |  |                                     |         |                                  |   |                                                                |   |   |          |  
|INVESTMENT INCOME                           |  | $                                   |        |                                  | $ |                                                               |   | $ |         |  
|                                            |  |                                     |         |                                  |   |                                                                |   |   |          |  
|OPERATING EXPENSES                          |  |                                     |         |                                  |   |                                                                |   |   |          |  
|Board fees                                  |  |                                     | 23,250  |                                  |   | 48,000                                                         |   |   | 94,500   |  
|Administrator
 expense                      |  |                                     | 28,504  |                                  |   | 28,504                                                         |   |   | 28,504   |  
|Professional
 fees                          |  |                                     | 20,200  |                                  |   | 41,100                                                         |   |   | 64,402   |  
|Management fees                             |  |                                     | 3,217   |                                  |   | 6,042                                                          |   |   | 9,333    |  
|Other operating
 expenses                   |  |                                     | 3,005   |                                  |   | 5,571                                                          |   |   | 15,502   |  
|                                            |  |                                     |         |                                  |   |                                                                |   |   |          |  
|Expenses before
 waiver of management fees  |  |                                     | 78,176  |                                  |   | 129,217                                                        |   |   | 212,241  |  
|Waiver of
 management fees                  |  |                                     | (3,217  | )                                |   | (6,042                                                         | ) |   | (9,333   | )
|                                            |  |                                     |         |                                  |   |                                                                |   |   |          |  
|                                            |  |                                     | 74,959  |                                  |   | 123,175                                                        |   |   | 202,908  |  
|                                            |  |                                     |         |                                  |   |                                                                |   |   |          |  
|NET
 LOSS                                   |  | $                                   | (74,959 | )                                | $ | (123,175                                                       | ) | $ | (202,908 | )
|                                            |  |                                     |         |                                  |   |                                                                |   |   |          |  
|PER
 SHARE INFORMATION - BASIC AND DILUTED  |  |                                     |         |                                  |   |                                                                |   |   |          |  
|Net loss                                    |  | $                                   | (9.99   | )                                | $ | (16.42                                                         | ) | $ | (50.71   | )
|                                            |  |                                     |         |                                  |   |                                                                |   |   |          |  
|Weighted average
 common shares outstanding |  |                                     | 7,500   |                                  |   | 7,500                                                          |   |   | 4,001    |  

The
accompanying notes are an integral part of these statements.

4

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TRITON
PACIFIC INVESTMENT CORPORATION, INC.
STATEMENT OF STOCKHOLDERS DEFICIT
(UNAUDITED)

|                                                                |  |                    |  |             |  |                                 |  |                                                     |          |       |   |          |  
|--------------------------------------------------------------- |  | ------------------ |  | ----------- |  | ------------------------------- |  | --------------------------------------------------- | -------- | ----- | - | -------- | -
|                                                                |  | Common
 Stock      |  |             |  |                                 |  |                                                     |         
|                                                                |  | Number 
 of Shares |  | Par 
 Value |  | Additional
 
 Paid-in 
 Capital |  | Accumulated
 
 Deficit During 
 Development 
 Stage |          | Total |  
|                                                                |  |                    |  |             |  |                                 |  |                                                     |          |       |   |          |  
|Operations                                                      |  |                    |  |             |  |                                 |  |                                                     |          |       |   |          |  
|Net loss                                                        |  |                    |  |             |  |                                 |  | $                                                   | (123,175 | )     | $ | (123,175 | )
|Net decrease in
 stockholders equity resulting from operations |  |                    |  |             |  |                                 |  |                                                     |          |       |   | (123,175 | )
|Total decrease
 in stockholders equity                         |  |                    |  |             |  |                                 |  |                                                     |          |       |   | (123,175 | )
|Stockholders
 equity at beginning of year                      |  |                    |  |             |  |                                 |  |                                                     |          |       |   | 21,517   |  
|Stockholders
 deficit at end of period                         |  |                    |  |             |  |                                 |  |                                                     |          |       | $ | (101,658 | )

The
accompanying notes are an integral part of these statements.

5

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

|                                                                                |  |                                    |          |                                                                  |   |          |  
|------------------------------------------------------------------------------- |  | ---------------------------------- | -------- | ---------------------------------------------------------------- | - | -------- | -
|                                                                                |  | Six
 Months
 Ended
 June 30,
 2013 |          | April
 29, 2011
 (Date of 
 Inception)
 Through 
 June 30,
 2013 |  
|CASH
 FLOWS FROM OPERATING ACTIVITIES                                           |  |                                    |          |                                                                  |   |          |  
|Net loss                                                                        |  | $                                  | (123,175 | )                                                                | $ | (202,908 | )
|Adjustments to
 reconcile net loss to net cash provided by operating activities |  |                                    |          |                                                                  |   |          |  
|Depreciation and
 amortization                                                  |  |                                    | 832      |                                                                  |   | 2,079    |  
|Change in assets
 and liabilities                                               |  |                                    |          |                                                                  |   |          |  
|Prepaid expenses                                                                |  |                                    | 1,000    |                                                                  |   | (215     | )
|Accounts payable                                                                |  |                                    | (5,288   | )                                                                |   |         |  
|Accrued expenses                                                                |  |                                    | 131,301  |                                                                  |   | 177,801  |  
|NET
 CASH PROVIDED BY OPERATING ACTIVITIES                                      |  |                                    | 4,670    |                                                                  |   | (23,243  | )
|                                                                                |  |                                    |          |                                                                  |   |          |  
|CASH
 FLOWS FROM INVESTING ACTIVITIES                                           |  |                                    |          |                                                                  |   |          |  
|Purchase of
 software                                                           |  |                                    |         |                                                                  |   | (2,495   | )
|NET
 CASH USED IN INVESTING ACTIVITIES                                          |  |                                    |         |                                                                  |   | (2,495   | )
|                                                                                |  |                                    |          |                                                                  |   |          |  
|CASH
 FLOWS FROM FINANCING ACTIVITIES                                           |  |                                    |          |                                                                  |   |          |  
|Capital
 contribution                                                           |  |                                    |         |                                                                  |   | 101,250  |  
|Deferred
 offering costs                                                        |  |                                    | (12,856  | )                                                                |   | (75,377  | )
|NET
 CASH USED IN FINANCING ACTIVITIES                                          |  |                                    | (12,856  | )                                                                |   | 25,873   |  
|                                                                                |  |                                    |          |                                                                  |   |          |  
|                                                                                |  |                                    |          |                                                                  |   |          |  
|NET
 CHANGE IN CASH                                                             |  |                                    | (8,186   | )                                                                |   | 135      |  
|                                                                                |  |                                    |          |                                                                  |   |          |  
|CASH
 - BEGINNING OF PERIOD                                                     |  | $                                  | 8,321    |                                                                  | $ |         |  
|                                                                                |  |                                    |          |                                                                  |   |          |  
|CASH
 - END OF PERIOD                                                           |  | $                                  | 135      |                                                                  | $ | 135      |  
|                                                                                |  |                                    |          |                                                                  |   |          |  
|Supplemental
 schedule of non-cash investing activities                         |  |                                    |          |                                                                  |   |          |  
|Deferred
 offering costs funded by affiliates                                   |  | $                                  | 154,235  |                                                                  | $ | 388,355  |  
|Deferred
 offering costs in accrued expenses                                    |  | $                                  |         |                                                                  | $ | 225,000  |  

The
accompanying notes are an integral part of these statements.

6

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Table of Contents

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

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

Description
of Business. Triton Pacific Investment Corporation,
Inc. (the Company), incorporated in Maryland on April 29, 2011, is a newly
organized specialty finance company. Pursuant to the Articles of Incorporation,
the Company is authorized to issue 75,000,000 shares of common stock with a par
value of $0.001 per share. Additionally, the Company is authorized to issue
25,000,000 shares of preferred stock with a par value of $0.001 per share. The
Company intends to offer for sale a maximum of 20,000,000 shares of common
stock at an initial price of $15 per share, on a best efforts basis pursuant
to a registration statement on Form N-2 filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the Offering). The
Company has set a minimum offering requirement of $2,500,000 and will not sell
any shares unless this minimum is satisfied.

The Company
was formed to make debt and equity investments in small to mid-sized private
U.S. companies either alone or together with other private equity sponsors.
Upon commencement of this offering, the Company will be an externally managed,
non-diversified closed-end investment company that has elected to be treated as
a business development company, or BDC, under the Investment Company Act of
1940, or the 1940 Act. The Company will therefore be required to comply with certain
regulatory requirements. The Company intends to elect to be treated for U.S.
federal income tax purposes, and to qualify annually thereafter, as a regulated
investment company, or RIC, under Subchapter M of the Internal Revenue code of
1986, as amended, or the Code.

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

The Adviser
was formed in Delaware as a private investment management firm and is
registered as an investment adviser under the Investment Advisers Act of 1940,
or the Advisers Act. The Adviser will oversee the management of the Companys
activities and will be responsible for making the investment decisions for the
portfolio.

The Company
sold 7,500 shares to the Adviser on May 3, 2012, at $13.50 per share, which
represents the initial public offering price of $15.00 per share minus selling
commissions and dealer manager fees aggregating $1.50.

Basis
of Presentation. These financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America, (GAAP) for interim financial information and
the rules and regulations of the Securities and Exchange Commission for interim
financial statements. These financial statements reflect all adjustments and
accruals of a normal recurring nature that, in the opinion of management, are
necessarily indicative of results expected for any future period. No comparative
periods have been included for the three and six month periods ended June 30,
2012 as the Company had not yet commenced operations.

Development
Stage Company. The Company complies with the reporting
requirements of development stage enterprises. The Company has incurred
organizational, accounting and offering costs in connection with the Offering.
The offering and other organization costs, which are primarily being advanced
by the Adviser, are not expected to be paid before the commencement of the
Offering and will be paid or reimbursed by the Company from proceeds of the
Offering. It is the Companys plan to complete the Offering; however, there can
be no assurance that the Companys plans to raise capital will be successful.

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

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Deferred
Offering Costs. The Company has incurred certain expenses
in connection with registering to sell shares of its common stock in connection
with the Offering. These costs principally relate to professional and filing
fees. Simultaneously with selling common shares, the deferred offering costs
will be charged to stockholders equity upon commencement of the Offering or to
expense if the Offering is not completed.

Depreciation. Property
and equipment are recorded at cost. Depreciation is computed using the
straight-line method based on the estimated useful lives of the related assets.
Property and equipment are reviewed for impairment when events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable. There were no impairment charges from inception through June 30,
2013.

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

GAAP requires
management to evaluate tax positions taken by the Company and recognize a tax
liability (or asset) if the Company has taken an uncertain position that more likely
than not would not be sustained upon examination by the Internal Revenue
Service or other tax authorities. Management has analyzed the tax positions
taken by the Company, and has concluded that as of June 30, 2013 and December
31, 2012, there are no uncertain positions taken or expected to be taken that
would require recognition of a liability (or asset) or disclosure in the
financial statements. The Company is subject to routine audits by the Internal
Revenue Service or other tax authorities, generally for three years after the
tax returns are filed; however, there are currently no audits for any tax
periods in progress.

NOTE 2  RELATED PARTY TRANSACTIONS AND
ARRANGEMENTS

Triton Pacific
Adviser, LLC and TFA Associates, LLC and their affiliates will receive
compensation and reimbursement for services relating to this Offering and the
investment and management of its assets. All of the Companys outstanding
common stock is owned by the Adviser as of June 30, 2013.

The Company
will compensate the Adviser for investment services per an Investment Adviser
Agreement (Agreement), approved by the Companys directors, calculated as the
sum of (1) base management fee, calculated quarterly at 0.5% of the Companys
average gross assets payable quarterly in arrears, and (2) an incentive fee
upon capital gains determined and payable in arrears as of the end of each
quarter or upon liquidation of the Company or upon termination of Agreement at
20% of Companys realized capital gains, as defined. The Agreement expires July
2014 and may continue automatically for successive annual periods, as approved
by the Company. The Adviser has advanced the Company $114,586 for registration
and organization expenditures as of June 30, 2013. This amount is expected to
be repaid from the proceeds of the Offering.

All management
fees earned by the Adviser through June 30, 2013 were waived by the Adviser.

The Company
will compensate TFA Associates, LLC for administration services per an
Administration Agreement for costs and expenses incurred with the
administration and operation of the Company. Such agreement expires July 2014
and may continue automatically for successive annual periods, as approved by
the Company. The Company has incurred $28,504 in administration fees which are
outstanding as of June 30, 2013.

Triton Pacific
Capital Partners, LLC has advanced the Company $310,504 as of June 30, 2013 for
registration and organization expenditures. This amount is expected to be
repaid from the proceeds of the Offering.

8

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Triton Pacific
Securities, LLC, the Dealer Manager, has advanced the Company $18,063 as of
June 30, 2013 for offering expenditures. This amount is expected to be repaid
from the proceeds of the Offering.

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

Director fees
of $94,500 have been accrued through June 30, 2013. The Board has indicated a
potential willingness to continue accruing these fees during the development
stage of the Company.

NOTE 3  LIABILITIES

Liabilities
are broken down as follows:

|                                         |  |               |         |                   |   |         | 
|---------------------------------------- |  | ------------- | ------- | ----------------- | - | ------- | 
|                                         |  | June 30, 2013 |         | December 31, 2012 |  
|Accounts payable and accrued liabilities |  |               |         |                   |  
|Legal                                    |  | $             | 225,000 |                   | $ | 225,000 | 
|Professional                             |  |               |        |                   |   | 5,288   | 
|                                         |  |               |         |                   |   |         | 
|                                         |  |               | 225,000 |                   |   | 230,288 | 
|                                         |  |               |         |                   |   |         | 
|Due to Related Parties                   |  |               |         |                   |   |         | 
|Legal                                    |  |               | 173,191 |                   |   | 143,191 | 
|Licenses, fees and registration expenses |  |               | 80,576  |                   |   | 63,660  | 
|Board expenses                           |  |               | 94,500  |                   |   | 46,500  | 
|Administrative expenses                  |  |               | 28,504  |                   |   |        | 
|Issuer and underwriting costs            |  |               | 189,385 |                   |   | 27,269  | 
|                                         |  |               |         |                   |   |         | 
|                                         |  |               | 566,156 |                   |   | 280,620 | 
|                                         |  |               |         |                   |   |         | 
|                                         |  | $             | 791,156 |                   | $ | 510,908 | 

All costs paid
by affiliates of the Company are directly passed through to the Company. There
is no gain credited to the Affiliates.

NOTE 4  PER SHARE INFORMATION

Net loss per
share is calculated by dividing net loss by the weighted average number of
common shares outstanding during the period. The current Net Asset Value (NAV),
or book value per share based on 7,500 shares outstanding is ($13.55) per share
as of June 30, 2013 with a net loss this period of $9.99 per share.

9

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NOTE 5  SUBSEQUENT EVENTS

On July 31,
2013, Triton Pacific Adviser converted $98,750 of the funds advanced to the
Company for Deferred Offering Costs into 7,315 common shares at a price of
$13.50 per share, which represents the initial public offering price of $15.00
per share minus selling commissions and dealer manager fees aggregating $1.50.

Management has
evaluated all known subsequent events from June 30, 2013 through August 14,
2013, the date the accompanying financial statements were available to be
issued, and is not aware of any other material subsequent events occurring
during this period.

10

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

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

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

Forward-Looking
Statements

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

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

Such
forward-looking statements may include statements preceded by, followed by or
that otherwise include the words trend, opportunity, pipeline, believe,
comfortable, expect, anticipate, current, intention, estimate,
position, assume, potential, outlook, continue, remain, maintain,
sustain, seek, achieve, and similar expressions, or future or conditional
verbs such as will, would, should, could, may, or similar
expressions. The forward looking statements contained in this quarterly report
involve risks and uncertainties. Our actual results could differ materially
from those implied or expressed in the forward-looking statements for any
reason, including the factors set forth as Risk Factors in our last
post-effective, amended registration statement filed on form N-2 dated July 8,
2013, filed with the Securities and Exchange Commission (the SEC) on July 8,
2013.

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

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Overview

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

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

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

We
intend to offer for sale a maximum of 20,000,000 shares of common stock at an
initial price of $15 per share, on a best efforts basis pursuant to a
registration statement on Form N-2 filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the Offering). On
September 4, 2012 our registration statement was declared effective by the SEC.
The Company issued 7,500 shares of its common stock to Triton Pacific Adviser
in exchange for gross proceeds of $101,250. On July 31, the Company issued
7,315 shares of its common stock to Triton Pacific Adviser by converting
$98,750 of its liability for funds advanced by the Adviser for Deferred
Offering Costs.

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

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

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

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

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Depending
on the amount of capital we raise in the Offering and subject to subsequent
changes in our capital base, we expect that our investments will generally
range between $1 million and $25 million per portfolio company, although this
range may change in the discretion of our Adviser, subject to oversight by our
board of directors. Prior to raising sufficient capital to finance investments
in this range and as a strategy to manage excess cash, we may make smaller and
differing types of investments in, for example, high quality debt securities,
and other public and private yield-oriented debt and equity securities,
directly and through sub-advisers.

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

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

As
a BDC, we will be subject to certain regulatory restrictions in making our
investments. For example, we will not be permitted to co-invest in transactions
originated by affiliates of our Adviser, including TPCP and certain of its
affiliates, unless we obtain an exemptive order from the SEC. We are seeking
exemptive orders for investments, though there is no assurance that such
exemptions will be granted, and in either instance, conflicts of interests with
affiliates of our Adviser might exist. Should such conflicts of interest arise,
we and the Adviser have developed policies and procedures for dealing with such
conflicts which require the Adviser to (i) execute such transactions for all of
the participating investment accounts, including the Companys, on a fair and
equitable basis, taking into account such factors as the relative amounts of
capital available for new investments and the investment programs and portfolio
positions of the Company, the clients for which participation is appropriate
and any other factors deemed appropriate and (ii) endeavor to obtain the advice
of Adviser personnel not directly involved with the investment giving rise to
the conflict as to such appropriateness and other factors as well as the
fairness to all parties of the investment and its terms. We intend to make all
of our investments in compliance with the 1940 Act and in a manner that will
not jeopardize our status as a BDC or RIC.

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

Revenues

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

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Table of Contents

Expenses

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

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

| |                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | -corporate
 and organizational expenses relating to offerings of our common stock,
 subject to limitations included in the investment advisory and management
 services agreement;                                     
|
| | -the cost of
 calculating our net asset value, including the cost of any third-party
 valuation services;                                                                                                              
|
| | -the cost of
 effecting sales and repurchase of shares of our common stock and other
 securities;                                                                                                                      
|
| | -investment
 advisory fees;                                                                                                                                                                                            
|
| | -fees
 payable to third parties relating to, or associated with, making investments
 and valuing investments, including fees and expenses associated with
 performing due diligence reviews of prospective investments;
|
| | -transfer
 agent and custodial fees;                                                                                                                                                                                   
|
| | -fees and
 expenses associated with marketing efforts;                                                                                                                                                                 
|
| | -federal and
 state registration fees;                                                                                                                                                                                 
|
| | -federal,
 state and local taxes;                                                                                                                                                                                      
|
| | -independent
 directors fees and expenses;                                                                                                                                                                            
|
| | -costs of
 proxy statements, stockholders reports and notices;                                                                                                                                                        
|
| | -fidelity
 bond, directors and officers/errors and omissions liability insurance and
 other insurance premiums;                                                                                                        
|
| | -direct
 costs such as printing, mailing, long distance telephone, and staff;                                                                                                                                          
|
| | -fees and
 expenses associated with independent audits and outside legal costs,
 including compliance with the Sarbanes-Oxley Act;                                                                                     
|
| | -costs
 associated with our reporting and compliance obligations under the Company
 Act and applicable federal and state securities laws;                                                                              
|
| | -brokerage
 commissions for our investments;                                                                                                                                                                           
|
| | -legal,
 accounting and other costs associated with structuring, negotiating,
 documenting and completing our investment transactions;                                                                                 
|
| | -all other
 expenses incurred by our Adviser in performing its obligations, subject to
 the limitations included in the investment adviser agreement; and                                                              

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Table of Contents

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

Reimbursement of TFA Associates, LLC for
Administrative Services

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

Portfolio and Investment Activity

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

The
following table summarizes the amortized cost and the fair value of investments
and cash and cash equivalents as of June 30, 2013:

|                          |  |               |     |                    |  |            |   |                    |     |  |  |       |  
|------------------------- |  | ------------- | --- | ------------------ |  | ---------- | - | ------------------ | --- |  |  | ----- | -
|                          |  | AmortizedCost |     | Percentageof Total |  | Fair Value |   | Percentageof Total |    
|Cash and Cash Equivalents |  | $             | 135 |                    |  | 100.0      | % | $                  | 135 |  |  | 100.0 | %
|Total                     |  | $             | 135 |                    |  | 100.0      | % | $                  | 135 |  |  | 100.0 | %

As
of June 30, 2013, as no investments have been made, there is no data on
portfolio weighted average yield or interest rates.

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

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

Results of Operations

We commenced principal
operations on September 4, 2012, and therefore have no prior second quarter
periods with which to compare our operating results.

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

Investment Income

|                                                      |  |                                             |         |                                           |   |          | 
|----------------------------------------------------- |  | ------------------------------------------- | ------- | ----------------------------------------- | - | -------- | 
|                                                      |  | For the three 
 months ended
 June 30, 2013 |         | For the six 
 months ended
 June 30, 2013 |  
|Total investment income (loss)                        |  | $                                           |        |                                           | $ |         | 
|Total expenses, net                                   |  |                                             | 74,959  |                                           |   | 123,175  | 
|Net investment income (loss)                          |  |                                             | -74,959 |                                           |   | -123,175 | 
|Net realized gains (losses)                           |  |                                             |        |                                           |   |         | 
|Net unrealized gains (losses)                         |  |                                             |        |                                           |   |         | 
|                                                     
|Net decrease in net assets resulting from
 operations |  | $                                           | -74,959 |                                           | $ | -123,175 | 

For
the three and six months ended June 30, 2013, there was no investment income as
no portfolio investments have been made.

Operating Expenses

Total
operating expenses totaled $74,949 for the three months ended June 30, 2013,
and consisted of base management fees, adviser and administrator
reimbursements, professional fees, insurance expense, directors fees and other
general and administrative fees. The base management fees for the quarter were
$3,217 and no incentive fee was incurred for the quarter. Triton Pacific
Adviser has waived its base management fee for the three months ended June 30,
2013, thus removing the expense for the base management fee.

Total
operating expenses totaled $123,175 for the six months ended June 30, 2013, and
consisted of base management fees, adviser and administrator reimbursements,
professional fees, insurance expense, directors fees and other general and
administrative fees. The base management fees for the quarter were $6,042 and
no incentive fee was incurred for the quarter. Triton Pacific Adviser has
waived its base management fee for the six months ended June 30, 2013, thus
removing the expense for the base management fee.

Net Realized
Gains/Losses from Investments

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

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

Net Unrealized
Appreciation/Depreciation on Investments

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

Changes in Net
Assets from Operations

For
the three months ended June 30, 2013, we recorded a net loss of $79,949 versus
a net loss of $123,175 for the six months ended June 30, 2013. Based on 7,500
and 7,500 weighted average common shares outstanding for the three and six
months ended June 30, 2013, respectively, our per share net decrease in net
assets resulting from operations was $9.99 for the three months ended June 30,
2013 versus a per share net decrease in net assets from operations of $16.42
for the six months ended June 30, 2013.

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Table of Contents

Financial Condition, Liquidity and Capital
Resources

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

The
Offering is a continuous offering of our shares. We will file post-effective
amendments to the registration statement for the Offering to allow us to
continue this offering for at least two years. The dealer manager for the
Offering is not required to sell any specific number or dollar amount of shares
but will use its best efforts to sell the shares offered. The minimum
investment in shares of our common stock is $5,000. We will not sell any shares
unless we raise gross offering proceeds of $2.5 million, which we refer to as
the minimum offering requirement. Pending satisfaction of this condition, all
subscription payments will be placed in an account held by the escrow agent,
City National Bank, in trust for our subscribers benefit, pending release to
us. If we do not satisfy the minimum offering during the time period of the
continuous offering, we will promptly return all funds in the escrow account
(including interest). We will not deduct any fees or expenses if we return
funds from the escrow account. At such time as we have met our minimum offering
requirement, subscription funds held by City National Bank will be released
from escrow to us within approximately 30 days and investors with subscription
funds held in the escrow will be admitted as stockholders as soon as
practicable, but in no event later than 10 days after such release.

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

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

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

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Table of Contents

Contractual Obligations

We
have entered into certain contracts under which we have material future
commitments. On July 27, 2012, we entered into the investment advisory
agreement with Triton Pacific Adviser, LLC in accordance with the 1940 Act. The
investment advisory agreement is effective as of the date that we meet the
minimum offering requirement. Triton Pacific Adviser will serve as our
investment advisor in accordance with the terms of our investment advisory
agreement. Payments under our investment advisory agreement in each reporting
period will consist of (i) a management fee equal to a percentage of the value
of our gross assets and (ii) a capital gains incentive fee based on our
performance.

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

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

Off-Balance Sheet Arrangements

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

Distributions

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

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

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

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

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

Related Party Transactions

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

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

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

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

Management Fee

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

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

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

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

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

Critical Accounting Policies

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

Valuation of
Investments

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

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

| |    |                                                                                                                                                                                     
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Each portfolio
 company or investment will be valued by our Adviser, potentially with
 assistance from one or more independent valuation firms engaged by our board
 of directors;  
|
| | 2. | the
 independent valuation firm, if involved, will conduct independent appraisals
 and make an independent assessment of the value of each investment;                              
|
| | 3. | the audit
 committee of our board of directors will review and discusses the preliminary
 valuation prepared by our Adviser and that of the independent valuation firm,
 if any; and

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

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

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

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

| |                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Level 1:
 Quoted prices in active markets for identical assets or liabilities,
 accessible by the company at the measurement date.                                                                                                 
| |                                                                                                                                                                                                                                    
| | Level 2:
 Quoted prices for similar assets or liabilities in active markets, or quoted
 prices for identical or similar assets or liabilities in markets that are not
 active, or other observable inputs other than quoted prices.
| |                                                                                                                                                                                                                                    
| | Level 3:
 Unobservable inputs for the asset or liability.                                                                                                                                                                          

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

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

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Revenue Recognition

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

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

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

Payment-in-Kind
Interest

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

Organization and
Offering Expenses

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

Federal Income Taxes

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

Recent Developments

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

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

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Item 3: Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4: Controls
and Procedures.

Disclosure Controls

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

Change In Internal
Control Over Financial Reporting

No
change occurred in our internal control over financial reporting (as defined in
Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended
June 30, 2013 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

Part IIOther Information

Item 1: Legal Proceedings.

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

Item 1A: Risk
Factors.

In
addition to other information set forth in this report, you should carefully
consider the Risk Factors discussed in our 10-K filed with the SEC on March
29, 2013 as well as the post-effective amendment to our registration statement
on form N-2 filed with the SEC on July 8, 2013, all of which could materially
affect our business, financial condition and/or operating results. Additional
risks or uncertainties not currently known to us or that we currently deem to
be immaterial also may materially affect our business, financial condition
and/or operating results.

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

On May 3,
2012, we sold 7,500 shares of our common stock for aggregate gross proceeds of
$101,243 to Triton Pacific Adviser. These shares were purchased at $13.50 per
share, which represents the initial public offering price of $15.00 per share
minus selling commissions of $1.05 per share and dealer manager fees of $0.45
per share. The shares were sold pursuant to the exemption from registration
found in Section 4(2) of the Securities Act of 1933, as amended.

Item 3: Defaults
Upon Senior Securities.

None.

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Item 4: Mine Safety
Disclosures.

None.

Item 5: Other
Information.

None.

Item 6: Exhibits.

EXHIBIT INDEX

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

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SIGNATURES

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

|                        |                                              |                         |                                              
|----------------------- | -------------------------------------------- | ----------------------- | ---------------------------------------------
|Dated:
 August 14, 2013 | Triton
 Pacific Investment Corporation, Inc.
|                        |                                              |                         |                                              
|                        | By                                           | /s/ Craig J.
 Faggen   
|                        |                                              |                         | Craig J.
 Faggen                             
|                        |                                              |                         | Chief
 Executive Officer                     
|                        |                                              |                         | (Principal Executive
 Officer)               
|                        |                                              |                         |                                              
|Dated:
 August 14, 2013 | By                                           | /s/ Michael
 L. Carroll
|                        |                                              |                         | Michael L.
 Carroll                          
|                        |                                              |                         | Chief
 Financial Officer                     
|                        |                                              |                         | (Principal
 Accounting and Financial Officer)

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