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 September 30, 2013                                      



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



Commission File
No. 0-54615












VII Peaks Co-Optivist Income BDC II,
Inc.

(Exact name of Registrant as specified
in its charter)










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



255 Shoreline Drive, Suite 428

Redwood City, California 94065

(Address of principal executive offices)



(877) 700-0527

(Registrant’s telephone number,
including area code)



Not applicable

(Former Name, Former Address and Former
Fiscal Year, if Changed Since Last Report)










Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days: YesxNo ̈



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



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



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



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



The number
of shares of the Registrant’s common stock, par value $0.001 per share, outstanding as of November 4, 2013
was 2,869,938.











VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.

FORM 10-Q FOR THE QUARTER ENDED
SEPTEMBER 30, 2013



TABLE OF CONTENTS



|           |                                                                                                       | Page
|---------- | ----------------------------------------------------------------------------------------------------- | ----
|           |                                                                                                       |     
|PART I.    | FINANCIAL INFORMATION                                                                                 | 1   
|           |                                                                                                       |     
|Item 1.    | Financial Statements                                                                                  | 1   
|           |                                                                                                       |     
|           | Statements of Assets and Liabilities as of September 30, 2013 (unaudited) and December 31, 2012       | 1   
|           |                                                                                                       |     
|           | Statements of Operations for the three and nine months ended September 30, 2013 and 2012 (unaudited)  | 2   
|           |                                                                                                       |     
|           | Statements of Changes in Net Assets for the nine months ended September 30, 2013 and 2012 (unaudited) | 3   
|           |                                                                                                       |     
|           | Statements of Cash Flows for the nine months ended September 30, 2013 and 2012 (unaudited)            | 4   
|           |                                                                                                       |     
|           | Schedule of Investments as of September 30, 2013 (unaudited)                                          | 5   
|           |                                                                                                       |     
|           | Schedule of Investments as of December 31, 2012                                                       | 6   
|           |                                                                                                       |     
|           | Notes to Financial Statements (unaudited)                                                             | 7   
|           |                                                                                                       |     
|Item 2.    | Management’s Discussion and Analysis of Financial Condition and Results of Operations                 | 17  
|           |                                                                                                       |     
|Item 3.    | Quantitative and Qualitative Disclosures About Market Risk                                            | 24  
|           |                                                                                                       |     
|Item 4.    | Controls and Procedures                                                                               | 24  
|           |                                                                                                       |     
|PART II.   | OTHER INFORMATION                                                                                     | 25  
|           |                                                                                                       |     
|Item 1.    | Legal Proceedings                                                                                     | 25  
|           |                                                                                                       |     
|Item 1A.   | Risk Factors                                                                                          | 25  
|           |                                                                                                       |     
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                                           | 25  
|           |                                                                                                       |     
|Item 3.    | Defaults upon Senior Securities                                                                       | 25  
|           |                                                                                                       |     
|Item 4.    | Mine Safety Disclosures                                                                               | 25  
|           |                                                                                                       |     
|Item 5.    | Other Information                                                                                     | 25  
|           |                                                                                                       |     
|Item 6.    | Exhibits                                                                                              | 25  
|           |                                                                                                       |     
|Signatures |                                                                                                       | 26  



ii







PART I – FINANCIAL INFORMATION



Item 1. Financial Statements



VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



STATEMENTS OF ASSETS AND LIABILITIES

(in thousands, except share and per share
data)

(Unaudited)





|                                                                                                                                    |  | As of              |       
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------
|                                                                                                                                    |  | September 30, 2013 |       
|                                                                                                                                    |  |                    |       
|ASSETS                                                                                                                              |  |                    |       
|                                                                                                                                    |  |                    |       
|Investments, at fair value (amortized cost of $18,824 and $5,942)                                                                   |  | $                  | 18,719
|Investments, money market at fair value (cost of $4,848 and $1,304)                                                                 |  |                    | 4,848 
|Total investments, at fair value                                                                                                    |  | $                  | 23,567
|Interest receivable                                                                                                                 |  |                    | 586   
|Prepaid expenses                                                                                                                    |  |                    | 13    
|Due from related party                                                                                                              |  |                    | 1,354 
|Receivable for common stock purchased                                                                                               |  |                    | -     
|Total assets                                                                                                                        |  | $                  | 25,520
|                                                                                                                                    |  |                    |       
|LIABILITIES                                                                                                                         |  |                    |       
|Payable for unsettled trades                                                                                                        |  | $                  | 15    
|Management and incentive fees payable                                                                                               |  |                    | 53    
|Accounts payable and accrued liabilities                                                                                            |  |                    | 136   
|Stockholder distributions payable                                                                                                   |  |                    | 88    
|Total liabilities                                                                                                                   |  | $                  | 292   
|                                                                                                                                    |  |                    |       
|NET ASSETS                                                                                                                          |  |                    |       
|Preferred stock, par value, $.001 per share, 50,000,000 authorized, none issued and outstanding                                     |  |                    | -     
|Common stock, par value, $.001 per share, 200,000,000 authorized; 2,842,231 and 950,733 shares issued and outstanding, respectively |  |                    | 3     
|Paid-in capital in excess of par value                                                                                              |  |                    | 25,807
|Accumulated distribution in excess of net investment income                                                                         |  |                    | (614  
|Accumulated undistributed net realized gain from investments                                                                        |  |                    | 137   
|Net unrealized depreciation on investments                                                                                          |  |                    | (105  
|Total net assets                                                                                                                    |  |                    | 25,228
|Total liabilities and net assets                                                                                                    |  | $                  | 25,520
|                                                                                                                                    |  |                    |       
|Net asset value per share                                                                                                           |  | $                  | 8.88  



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








(1) Derived from the Company’s audited Financial Statements
as of December 31, 2012.



1







VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



STATEMENTS OF OPERATIONS

(in thousands, except share and per share
data)

(Unaudited)





|                                                                    |  | For the Three Months
    Ended September 30, |           |   | For the Three Months
    Ended September 30, |   |         | For the Nine Months
    Ended September 30, |  |   | For the Nine Months
    Ended September 30, |  
|------------------------------------------------------------------- |  | -------------------------------------------- | --------- | - | -------------------------------------------- | - | ------- | ------------------------------------------- |  | - | ------------------------------------------- | -
|                                                                    |  | 2013                                         |           |   | 2012                                         |   |         | 2013                                        |  |   | 2012                                        |  
|                                                                    |  |                                              |           |   | (Restated)                                   |   |         |                                             |  |   | (Restated)                                  |  
|Investment income:                                                  |  |                                              |           |   |                                              |   |         |                                             |  |   |                                             |  
|Interest from
    investments                                       |  | $                                            | 456       |   |                                              | $ | 32      |                                             |  | $ | 1,101                                       |  
|Other
    income                                                    |  |                                              | -         |   |                                              |   | -       |                                             |  |   | 1                                           |  
|Total
    investment income                                         |  | $                                            | 456       |   |                                              | $ | 32      |                                             |  | $ | 1,102                                       |  
|                                                                    |  |                                              |           |   |                                              |   |         |                                             |  |   |                                             |  
|Operating expenses:                                                 |  |                                              |           |   |                                              |   |         |                                             |  |   |                                             |  
|Professional fees                                                   |  |                                              | 111       |   |                                              |   | 37      |                                             |  |   | 300                                         |  
|Directors fees                                                      |  |                                              | 12        |   |                                              |   | 11      |                                             |  |   | 32                                          |  
|Insurance                                                           |  |                                              | 22        |   |                                              |   | 13      |                                             |  |   | 62                                          |  
|Management fees                                                     |  |                                              | 128       |   |                                              |   | 19      |                                             |  |   | 291                                         |  
|Incentive fees                                                      |  |                                              | 4         |   |                                              |   | -       |                                             |  |   | 4                                           |  
|General
    and administrative                                      |  |                                              | 101       |   |                                              |   | 44      |                                             |  |   | 232                                         |  
|Organizational
    and offering expense                             |  |                                              | 124       |   |                                              |   | 62      |                                             |  |   | 319                                         |  
|Operating
    expenses before expense reimbursements                |  |                                              | 502       |   |                                              |   | 186     |                                             |  |   | 1,240                                       |  
|Expense
    reimbursement                                           |  |                                              | (201      | ) |                                              |   | (282    | )                                           |  |   | (776                                        | )
|Total
    operating expenses net of expense reimbursements          |  |                                              | 301       |   |                                              |   | (96     | )                                           |  |   | 464                                         |  
|                                                                    |  |                                              |           |   |                                              |   |         |                                             |  |   |                                             |  
|Net
    investment income                                           |  |                                              | 155       |   |                                              |   | 128     |                                             |  |   | 638                                         |  
|                                                                    |  |                                              |           |   |                                              |   |         |                                             |  |   |                                             |  
|Realized
    and unrealized gain (loss) on investments:             |  |                                              |           |   |                                              |   |         |                                             |  |   |                                             |  
|Net
    realized gain from investments                              |  |                                              | 47        |   |                                              |   | -       |                                             |  |   | 137                                         |  
|Net
    unrealized appreciation (depreciation) on investments       |  |                                              | 135       |   |                                              |   | (72     | )                                           |  |   | 14                                          |  
|Net
    realized and unrealized gain (loss) on investments          |  |                                              | 182       |   |                                              |   | (72     | )                                           |  |   | 151                                         |  
|                                                                    |  |                                              |           |   |                                              |   |         |                                             |  |   |                                             |  
|Net
    increase (decrease) in net assets resulting from operations |  | $                                            | 337       |   |                                              | $ | 56      |                                             |  | $ | 789                                         |  
|                                                                    |  |                                              |           |   |                                              |   |         |                                             |  |   |                                             |  
|Per
    share information - basic and diluted:                      |  |                                              |           |   |                                              |   |         |                                             |  |   |                                             |  
|Net
    investment income                                           |  | $                                            | 0.06      |   |                                              | $ | 0.52    |                                             |  | $ | 0.34                                        |  
|Net
    increase (decrease) in net assets resulting from operations |  | $                                            | 0.14      |   |                                              | $ | 0.23    |                                             |  | $ | 0.42                                        |  
|Weighted
    average common shares outstanding                      |  |                                              | 2,443,182 |   |                                              |   | 243,985 |                                             |  |   | 1,887,741                                   |  



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



2







VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



STATEMENTS OF CHANGES IN NET ASSETS

(in thousands, except share and per share
data)

(Unaudited)









|                                                            |  | For the Nine Months
    Ended September 30,
2013 |           |   | For the Nine Months
Ended September 30,
2012 |  
|----------------------------------------------------------- |  | ------------------------------------------------ | --------- | - | -------------------------------------------- | -
|                                                            |  |                                                  |           |   | (Restated)                                   |  
|Operations:                                                 |  |                                                  |           |   |                                              |  
|Net investment income                                       |  | $                                                | 638       |   |                                              | $
|Net realized gain from investments                          |  |                                                  | 137       |   |                                              |  
|Net unrealized appreciation (depreciation) on investments   |  |                                                  | 14        |   |                                              |  
|Net increase (decrease) in net assets from operations       |  |                                                  | 789       |   |                                              |  
|Stockholder distributions:                                  |  |                                                  |           |   |                                              |  
|Distributions from net investment income                    |  |                                                  | (638      | ) |                                              |  
|Distributions from capital                                  |  |                                                  | (373      | ) |                                              |  
|Distributions from net realized gain on investments         |  |                                                  | (137      | ) |                                              |  
|Net decrease in net assets from stockholder distributions   |  |                                                  | (1,148    | ) |                                              |  
|Capital share transactions:                                 |  |                                                  |           |   |                                              |  
|Issuance of common stock, net of issuance costs             |  |                                                  | 16,771    |   |                                              |  
|Reinvestment of stockholder distributions                   |  |                                                  | 480       |   |                                              |  
|Net increase in net assets from capital share transactions  |  |                                                  | 17,251    |   |                                              |  
|                                                            |  |                                                  |           |   |                                              |  
|Total increase in net assets                                |  |                                                  | 16,892    |   |                                              |  
|Net assets at beginning of period                           |  |                                                  | 8,336     |   |                                              |  
|Net assets at end of period                                 |  | $                                                | 25,228    |   |                                              | $
|                                                            |  |                                                  |           |   |                                              |  
|Net asset value per common share                            |  | $                                                | 8.88      |   |                                              | $
|Common shares outstanding at end of period                  |  |                                                  | 2,842,231 |   |                                              |  
|                                                            |  |                                                  |           |   |                                              |  
|Accumulated distribution in excess of net investment income |  | $                                                | (614      | ) |                                              | $



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



3







VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



STATEMENTS OF CASH FLOWS

(in thousands, except share and per share
data)

(Unaudited)



|                                                                                                                         |  | For the Nine Months Ended September 30, 2013 |         |   | For the Nine Months Ended September 30, 2012 |  
|------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------------------- | ------- | - | -------------------------------------------- | -
|                                                                                                                         |  |                                              |         |   | (Restated)                                   |  
|Operating activities:                                                                                                    |  |                                              |         |   |                                              |  
|Net increase (decrease) in net assets from operations                                                                    |  | $                                            | 789     |   |                                              | $
|Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities: |  |                                              |         |   |                                              |  
|Net accretion of discount on investments                                                                                 |  |                                              | (61     | ) |                                              |  
|Repayments of investments                                                                                                |  |                                              | 7,117   |   |                                              |  
|Purchase of investments                                                                                                  |  |                                              | (19,801 | ) |                                              |  
|Repayments of investments - money market                                                                                 |  |                                              | 21,438  |   |                                              |  
|Purchase of investments - money market                                                                                   |  |                                              | (24,981 | ) |                                              |  
|Net realized gain from investments                                                                                       |  |                                              | (137    | ) |                                              |  
|Net unrealized (appreciation) depreciation on investments                                                                |  |                                              | (14     | ) |                                              |  
|(Increase) decrease in operating assets:                                                                                 |  |                                              |         |   |                                              |  
|Interest receivable                                                                                                      |  |                                              | (455    | ) |                                              |  
|Prepaid expenses                                                                                                         |  |                                              | (8      | ) |                                              |  
|Due from related party                                                                                                   |  |                                              | (776    | ) |                                              |  
|Receivable for unsettled trades                                                                                          |  |                                              | -       |   |                                              |  
|Receivable for common stock purchased                                                                                    |  |                                              | 729     |   |                                              |  
|Increase (decrease) in operating liabilities:                                                                            |  |                                              |         |   |                                              |  
|Payable for unsettled trades                                                                                             |  |                                              | 15      |   |                                              |  
|Management and incentive fees payable                                                                                    |  |                                              | 32      |   |                                              |  
|Accounts payable and accrued liabilities                                                                                 |  |                                              | 65      |   |                                              |  
|Net cash used in operating activities                                                                                    |  |                                              | (16,048 | ) |                                              |  
|                                                                                                                         |  |                                              |         |   |                                              |  
|Financing activities:                                                                                                    |  |                                              |         |   |                                              |  
|Proceeds from issuance of shares of common stock, net                                                                    |  |                                              | 16,771  |   |                                              |  
|Stockholder distributions                                                                                                |  |                                              | (723    | ) |                                              |  
|Net cash provided by financing activities                                                                                |  |                                              | 16,048  |   |                                              |  
|                                                                                                                         |  |                                              |         |   |                                              |  
|Net increase in cash and cash equivalents                                                                                |  |                                              | -       |   |                                              |  
|Cash and cash equivalents, beginning of period                                                                           |  |                                              | -       |   |                                              |  
|Cash and cash equivalents, end of period                                                                                 |  | $                                            | -       |   |                                              | $
|                                                                                                                         |  |                                              |         |   |                                              |  
|Supplemental non-cash information:                                                                                       |  |                                              |         |   |                                              |  
|DRIP distribution payable                                                                                                |  | $                                            | 32      |   |                                              | $
|Cash distribution payable                                                                                                |  | $                                            | 56      |   |                                              | $
|DRIP distribution paid                                                                                                   |  | $                                            | 480     |   |                                              | $



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



4







VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



SCHEDULE OF INVESTMENTS

(dollars in thousands)

September 30, 2013

(Unaudited)





|Portfolio
    Company (a)                       |  | Industry                                       |  | Investment Coupon
    Rate, Maturity  Date |  | Principal |       |  | Amortized
    Cost |   |        | Fair
Value |  |   | %
    of  Net Assets | 
|----------------------------------------------- |  | ---------------------------------------------- |  | ------------------------------------------ |  | --------- | ----- |  | ------------------ | - | ------ | ---------- |  | - | -------------------- | 
|                                                |  |                                                |  |                                            |  |           |       |  |                    |   |        |            |  |   |                      | 
|Senior Secured First Lien Debt –
    6.2% (b)   |  |                                                |  |                                            |  |           |       |  |                    |   |        |            |  |   |                      | 
|GXS Worldwide,
    Inc.                         |  | Services:
    Business                         |  | 9.75%, 6/15/2015                           |  | $         | 940   |  |                    | $ | 969    |            |  | $ | 966                  | 
|Rotech
    Healthcare, Inc.                     |  | Healthcare
    & Pharmaceuticals               |  | 10.75%, 10/15/2015                         |  |           | 569   |  |                    |   | 571    |            |  |   | 592                  | 
|Sub
    Total Senior Secured First Lien Debt    |  |                                                |  |                                            |  |           | 1,509 |  |                    |   | 1,540  |            |  |   | 1,558                | 
|                                                |  |                                                |  |                                            |  |           |       |  |                    |   |        |            |  |   |                      | 
|Senior Secured Second
    Lien Debt – 17.9% (b) |  |                                                |  |                                            |  |           |       |  |                    |   |        |            |  |   |                      | 
|Apria Healthcare Group
    Inc.                 |  | Healthcare & Pharmaceuticals                   |  | 12.38%, 11/1/2014                          |  | $         | 571   |  |                    | $ | 584    |            |  | $ | 575                  | 
|Aspect Software Inc.                            |  | Telecommunications                             |  | 10.63%, 5/15/2017                          |  |           | 585   |  |                    |   | 586    |            |  |   | 584                  | 
|Bon-ton Department Stores,
    Inc.             |  | Retail                                         |  | 10.63%, 7/15/2017                          |  |           | 40    |  |                    |   | 41     |            |  |   | 40                   | 
|Caesar's Entertainment
    Corp.                |  | Hotel, Gaming & Leisure                        |  | 10.00%, 12/15/2015                         |  |           | 505   |  |                    |   | 478    |            |  |   | 449                  | 
|Cenveo Corp.                                    |  | Services: Business                             |  | 8.88%, 2/01/2018                           |  |           | 415   |  |                    |   | 417    |            |  |   | 413                  | 
|Logan's Roadhouse, Inc.                         |  | Beverage, Food & Tobacco                       |  | 10.75%, 10/15/2017                         |  |           | 750   |  |                    |   | 713    |            |  |   | 688                  | 
|Radiation Therapy Services,
    Inc.            |  | Healthcare & Pharmaceuticals                   |  | 8.88%, 1/15/2017                           |  |           | 935   |  |                    |   | 921    |            |  |   | 928                  | 
|Saratoga
    Resources, Inc.                    |  | Energy:
    Oil & Gas                          |  | 12.50%, 7/1/2016                           |  |           | 860   |  |                    |   | 891    |            |  |   | 851                  | 
|Sub
    Total Senior Secured Second Lien Debt   |  |                                                |  |                                            |  |           | 4,661 |  |                    |   | 4,631  |            |  |   | 4,528                | 
|                                                |  |                                                |  |                                            |  |           |       |  |                    |   |        |            |  |   |                      | 
|Senior Unsecured
    Debt – 31.3% (b)           |  |                                                |  |                                            |  |           |       |  |                    |   |        |            |  |   |                      | 
|Alliance HealthCare Services,
    Inc.          |  | Healthcare & Pharmaceuticals                   |  | 8.00%, 12/01/2016                          |  | $         | 337   |  |                    | $ | 323    |            |  | $ | 345                  | 
|Alion Science and Technology
    Corp.          |  | Aerospace and Defense                          |  | 12.00%, 11/1/2014                          |  |           | 420   |  |                    |   | 428    |            |  |   | 424                  | 
|Avaya, Inc.                                     |  | Telecommunications                             |  | 9.75%, 11/01/2015                          |  |           | 650   |  |                    |   | 631    |            |  |   | 644                  | 
|Avaya, Inc.                                     |  | Telecommunications                             |  | 10.13%, 11/01/2015                         |  |           | 460   |  |                    |   | 440    |            |  |   | 458                  | 
|Caesar's Entertainment
    Corp.                |  | Hotel, Gaming & Leisure                        |  | 10.75%, 2/01/2016                          |  |           | 445   |  |                    |   | 413    |            |  |   | 385                  | 
|Cenveo Corp.                                    |  | Services: Business                             |  | 11.50%, 5/15/2017                          |  |           | 445   |  |                    |   | 425    |            |  |   | 423                  | 
|Ceridian Corporation                            |  | Services: Business                             |  | 11.25%, 11/15/2015                         |  |           | 390   |  |                    |   | 403    |            |  |   | 394                  | 
|Ceridian Corporation                            |  | Services: Business                             |  | 12.25%, 11/15/2015                         |  |           | 460   |  |                    |   | 477    |            |  |   | 465                  | 
|Clear Channel Communications,
    Inc.          |  | Media: Broadcasting &
    Subscription         |  | 10.75%, 8/1/2016                           |  |           | 720   |  |                    |   | 624    |            |  |   | 646                  | 
|Clear Channel Communications,
    Inc.          |  | Media: Broadcasting &
    Subscription         |  | 11.00%, 8/1/2016                           |  |           | 591   |  |                    |   | 517    |            |  |   | 532                  | 
|Colt Defense LLC                                |  | Aerospace and Defense                          |  | 8.75%, 11/15/2017                          |  |           | 753   |  |                    |   | 625    |            |  |   | 614                  | 
|Education Management LLC
    (c)                |  | Services: Consumer                             |  | 15.00%, 6/01/2014                          |  |           | 270   |  |                    |   | 231    |            |  |   | 288                  | 
|Harland Clarke Corp.                            |  | Banking, Finance, Insurance
    & Real Estate  |  | 9.50%, 5/15/2015                           |  |           | 691   |  |                    |   | 693    |            |  |   | 691                  | 
|Hutchinson Technology,
    Inc.                 |  | High Tech Industries                           |  | 8.50%, 1/15/2026                           |  |           | 208   |  |                    |   | 201    |            |  |   | 189                  | 
|NII Cap Corp.                                   |  | Telecommunications                             |  | 10.00%, 8/15/2016                          |  |           | 860   |  |                    |   | 849    |            |  |   | 825                  | 
|Suntech Power Holdings
    Company, Ltd. (d)    |  | Environmental Industries                       |  | 3.00%, 5/15/2013                           |  |           | 100   |  |                    |   | 98     |            |  |   | 25                   | 
|Travelport LLC                                  |  | Services: Consumer                             |  | 13.88%, 3/01/2016                          |  |           | 336   |  |                    |   | 305    |            |  |   | 350                  | 
|YCC
    Holdings LLC (e)                        |  | Consumer
    goods: Non-durable                |  | 10.25%, 2/15/2016                          |  |           | 200   |  |                    |   | 207    |            |  |   | 205                  | 
|Sub
    Total Senior Unsecured Debt             |  |                                                |  |                                            |  |           | 8,336 |  |                    |   | 7,890  |            |  |   | 7,903                | 
|                                                |  |                                                |  |                                            |  |           |       |  |                    |   |        |            |  |   |                      | 
|Senior Subordinated
    Debt -18.8% (b)         |  |                                                |  |                                            |  |           |       |  |                    |   |        |            |  |   |                      | 
|Affinion Group, Inc.                            |  | Media: Advertising, Printing,
    & Publishing |  | 11.50%, 10/15/2015                         |  | $         | 800   |  |                    | $ | 704    |            |  | $ | 696                  | 
|Claires Stores, Inc.                            |  | Retail                                         |  | 10.50%, 6/01/2017                          |  |           | 215   |  |                    |   | 220    |            |  |   | 221                  | 
|DJO Finance, LLC.                               |  | Healthcare & Pharmaceuticals                   |  | 9.75%, 10/15/2017                          |  |           | 760   |  |                    |   | 800    |            |  |   | 767                  | 
|First Data Corp.                                |  | Banking, Finance, Insurance
    & Real Estate  |  | 11.25%, 3/31/2016                          |  |           | 850   |  |                    |   | 858    |            |  |   | 850                  | 
|Radio One, Inc.                                 |  | Media: Broadcasting &
    Subscription         |  | 12.50%, 5/24/2016                          |  |           | 775   |  |                    |   | 788    |            |  |   | 786                  | 
|Serena Software, Inc.                           |  | High Tech Industries                           |  | 10.38%, 3/15/2016                          |  |           | 590   |  |                    |   | 606    |            |  |   | 593                  | 
|The Yankee Candle Company,
    Inc.             |  | Consumer goods: Non-durable                    |  | 9.75%, 2/15/2017                           |  |           | 200   |  |                    |   | 208    |            |  |   | 206                  | 
|Travelport
    LLC                              |  | Services:
    Consumer                         |  | 11.88%, 9/01/2016                          |  |           | 620   |  |                    |   | 579    |            |  |   | 611                  | 
|Sub
    Total Senior Subordinated Debt          |  |                                                |  |                                            |  |           | 4,810 |  |                    |   | 4,763  |            |  |   | 4,730                | 
|                                                |  |                                                |  |                                            |  |           |       |  |                    |   |        |            |  |   |                      | 
|Investments - Money
    Market -19.2%           |  |                                                |  |                                            |  |           |       |  |                    |   |        |            |  |   |                      | 
|Investments
    - Money Market                  |  |                                                |  |                                            |  | $         | 4,848 |  |                    |   | 4,848  |            |  |   | 4,848                | 
|Sub
    Total Investments - Money Market        |  |                                                |  |                                            |  |           | 4,848 |  |                    |   | 4,848  |            |  |   | 4,848                | 
|                                                |  |                                                |  |                                            |  |           |       |  |                    |   |        |            |  |   |                      | 
|TOTAL
    INVESTMENTS – 93.4% (b)               |  |                                                |  |                                            |  |           |       |  |                    | $ | 23,672 |            |  | $ | 23,567               | 



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

(b) Percentages are based on net assets of $25,228
as of September 30, 2013.

(c) Interest is payable in additional notes.

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

(e) The issuer has the option of paying interest in
additional notes, in which event the interest rate is 11%



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



5







VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



SCHEDULE OF INVESTMENTS

(dollars in thousands)

December 31, 2012



|Portfolio
    Company (a)                       |  | Industry                                  |  | Investment Coupon
    Rate, Maturity
    Date |  | Principal |       |  | Amortized
    Cost |   |       | Fair
    Value |  |   | %
    of  Net Assets | 
|----------------------------------------------- |  | ----------------------------------------- |  | --------------------------------------------- |  | --------- | ----- |  | ------------------ | - | ----- | -------------- |  | - | -------------------- | 
|                                                |  |                                           |  |                                               |  |           |       |  |                    |   |       |                |  |   |                      | 
|Senior Secured First Lien
    Debt - 10.0% (b)  |  |                                           |  |                                               |  |           |       |  |                    |   |       |                |  |   |                      | 
|Apria Healthcare Group, Inc.                    |  | Healthcare & Pharmaceuticals              |  | 11.25%, 11/01/2014                            |  | $         | 150   |  |                    | $ | 155   |                |  | $ | 155                  | 
|GXS Worldwide, Inc.                             |  | Services: Business                        |  | 9.75%, 6/15/2015                              |  |           | 350   |  |                    |   | 364   |                |  |   | 365                  | 
|Rotech Healthcare, Inc.                         |  | Healthcare & Pharmaceuticals              |  | 10.75%, 10/15/2015                            |  |           | 300   |  |                    |   | 300   |                |  |   | 299                  | 
|Sub
    Total Senior Secured First Lien Debt    |  |                                           |  |                                               |  |           | 800   |  |                    |   | 819   |                |  |   | 819                  | 
|                                                |  |                                           |  |                                               |  |           |       |  |                    |   |       |                |  |   |                      | 
|Senior Secured Second Lien
    Debt - 10.3% (b) |  |                                           |  |                                               |  |           |       |  |                    |   |       |                |  |   |                      | 
|Apria Healthcare Group, Inc.                    |  | Healthcare & Pharmaceuticals              |  | 12.38%, 11/1/2014                             |  | $         | 150   |  |                    | $ | 149   |                |  | $ | 149                  | 
|Aspect Software, Inc.                           |  | Telecommunications                        |  | 10.63%, 5/15/2017                             |  |           | 400   |  |                    |   | 409   |                |  |   | 362                  | 
|Logan's Roadhouse, Inc.                         |  | Beverage, Food & Tobacco                  |  | 10.75%, 10/15/2017                            |  |           | 375   |  |                    |   | 353   |                |  |   | 348                  | 
|Sub
    Total Senior Secured Second Lien Debt   |  |                                           |  |                                               |  |           | 925   |  |                    |   | 911   |                |  |   | 859                  | 
|                                                |  |                                           |  |                                               |  |           |       |  |                    |   |       |                |  |   |                      | 
|Senior Unsecured Debt -
    37.3% (b)           |  |                                           |  |                                               |  |           |       |  |                    |   |       |                |  |   |                      | 
|Alliance HealthCare Services, Inc.              |  | Healthcare & Pharmaceuticals              |  | 8.00%, 12/1/2016                              |  | $         | 250   |  |                    | $ | 217   |                |  | $ | 227                  | 
|Alliance One International, Inc.                |  | Beverage, Food & Tobacco                  |  | 10.00%, 7/15/2016                             |  |           | 400   |  |                    |   | 418   |                |  |   | 421                  | 
|Avaya, Inc.                                     |  | Telecommunications                        |  | 9.75%, 11/01/2015                             |  |           | 225   |  |                    |   | 198   |                |  |   | 200                  | 
|Avaya, Inc.                                     |  | Telecommunications                        |  | 10.13%, 11/01/2015                            |  |           | 225   |  |                    |   | 198   |                |  |   | 201                  | 
|Bon-ton Department Stores, Inc.                 |  | Retail                                    |  | 10.25%, 3/15/2014                             |  |           | 350   |  |                    |   | 351   |                |  |   | 347                  | 
|Claire's Stores, Inc.                           |  | Retail                                    |  | 9.63%, 6/01/2015                              |  |           | 235   |  |                    |   | 219   |                |  |   | 217                  | 
|Education Management LLC                        |  | Services: Consumer                        |  | 8.75%, 6/1/2014                               |  |           | 400   |  |                    |   | 343   |                |  |   | 321                  | 
|First Data Corp.                                |  | Banking, Finance, Insurance & Real Estate |  | 10.55%, 9/24/2015                             |  |           | 175   |  |                    |   | 181   |                |  |   | 179                  | 
|First Data Corp.                                |  | Banking, Finance, Insurance & Real Estate |  | 9.88%, 9/24/2015                              |  |           | 175   |  |                    |   | 180   |                |  |   | 179                  | 
|Seitel, Inc.                                    |  | High Tech Industries                      |  | 9.75%, 2/15/2014                              |  |           | 350   |  |                    |   | 355   |                |  |   | 351                  | 
|Suntech Power Holdings Company, Ltd. (c)        |  | Environmental Industries                  |  | 3.00%, 3/15/2013                              |  |           | 100   |  |                    |   | 91    |                |  |   | 46                   | 
|Travelport LLC                                  |  | Services: Consumer                        |  | 9.88%, 9/01/2014                              |  |           | 250   |  |                    |   | 216   |                |  |   | 220                  | 
|YCC Holdings LLC (d)                            |  | Consumer goods: Non-durable               |  | 10.25%, 2/15/2016                             |  |           | 200   |  |                    |   | 207   |                |  |   | 206                  | 
|Sub
    Total Senior Unsecured Debt             |  |                                           |  |                                               |  |           | 3,335 |  |                    |   | 3,174 |                |  |   | 3,115                | 
|                                                |  |                                           |  |                                               |  |           |       |  |                    |   |       |                |  |   |                      | 
|Senior Subordinated Debt
    -12.3% (b)         |  |                                           |  |                                               |  |           |       |  |                    |   |       |                |  |   |                      | 
|Sealy Mattress Co.                              |  | Consumer goods: Durable                   |  | 8.25%, 6/15/2014                              |  | $         | 400   |  |                    | $ | 404   |                |  | $ | 401                  | 
|Serena Software, Inc.                           |  | High Tech Industries                      |  | 10.38%, 3/15/2016                             |  |           | 410   |  |                    |   | 424   |                |  |   | 420                  | 
|The Yankee Candle Company,
    Inc.             |  | Consumer goods: Non-durable               |  | 9.75%, 2/15/2017                              |  |           | 200   |  |                    |   | 210   |                |  |   | 209                  | 
|Sub
    Total Senior Subordinated Debt          |  |                                           |  |                                               |  |           | 1,010 |  |                    |   | 1,038 |                |  |   | 1,030                | 
|                                                |  |                                           |  |                                               |  |           |       |  |                    |   |       |                |  |   |                      | 
|Investments - Money Market
    -15.6%           |  |                                           |  |                                               |  |           |       |  |                    |   |       |                |  |   |                      | 
|Investments - Money Market                      |  |                                           |  |                                               |  | $         | 1,304 |  |                    |   | 1,304 |                |  |   | 1,304                | 
|Sub
    Total Investments - Money Market        |  |                                           |  |                                               |  |           | 1,304 |  |                    |   | 1,304 |                |  |   | 1,304                | 
|                                                |  |                                           |  |                                               |  |           |       |  |                    |   |       |                |  |   |                      | 
|TOTAL
    INVESTMENTS - 85.5% (b)               |  |                                           |  |                                               |  |           |       |  |                    | $ | 7,246 |                |  | $ | 7,127                | 



(a) All of our investments are issued by eligible
U.S. portfolio companies, as defined in the Investment Company Act of 1940, except for Alliance One International, Inc., Education
Management LLC and Suntech Power Holdings Company, Ltd.

(b) Percentages are based on net assets of $8,336
as of December 31, 2012.

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

(d) The issuer has the option of paying interest in
additional notes, in which event the interest rate is 11%



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



6









VII PEAKS CO-OPTIVIST INCOME BDC II,
INC.



NOTES TO FINANCIAL STATEMENTS

September 30, 2013



(Unaudited)



Note 1.  Nature of Operations



VII Peaks Co-Optivist
Income BDC II, Inc. (the “Fund”), a Maryland corporation formed on August 3, 2011, is an externally managed, non-diversified
closed-end management investment company that has elected to be treated as a business development company (“BDC”) under
the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund intends to elect to be treated for federal
income tax purposes as a regulated investment company (“RIC”) under subchapter M of the Internal Revenue Code of 1986,
as amended (the “Code”). The Fund intends to invest in discounted corporate debt and equity-linked debt securities
of public and private companies whose securities trade on the secondary loan market for institutional investors.



On August
9, 2011, the Fund filed a registration statement on Form N-2 to sell up to 75.0 million shares of common stock at an
initial public offering price of $10.00 per share. The registration statement was declared effective by the Securities
Exchange Commission (the “SEC”) on March 1, 2012. The Fund was to commence operations when it raised gross
offering proceeds of over $1.0 million, all of which was from persons who were not affiliated with the Fund or VII Peaks-KBR
BDC Advisor II, LLC by one year from the date the registration statement was declared effective by the SEC. Prior to
the successful satisfaction of that condition, all subscription payments were placed in an account held by the escrow agent,
UMB Bank, N.A., in trust for the benefit of the Fund’s subscribers, pending release to the Fund. The Fund achieved
the minimum offering requirement on July 10, 2012 and commenced operations on such date. As of September 30, 2013, the Fund
had issued 2.8 million shares of common stock for gross proceeds of $28.5 million, including $0.5 million of distribution
reinvestment plan (“DRIP”).



As of August 20, 2013,
the independent Board Members of the Fund by unanimous vote agreed to terminate the Investment Advisory Agreement between the Fund
and VII Peaks-KBR BDC Advisor II, LLC (the “Prior Manager”) and enter into an Investment Advisory Agreement with VII
Peaks Capital, LLC (the “Manager” or “VII Peaks”) that provides for the same compensation as set forth
in the Fund’s agreement with its prior investment advisor, VII Peaks-KBR BDC Advisor II, LLC.



Note 2.  Summary of Significant
Accounting Policies



Basis of Presentation



The financial statements
of the Fund included herein were prepared in conformity with accounting principles generally accepted in the United States of America
("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of
management, these financial statements include all adjustments, consisting only of normal recurring adjustments and accruals, necessary
for a fair presentation of the results for the interim period. This Form 10-Q should be read in conjunction with the Fund’s
annual report on Form 10-K/A for the year ended December 31, 2012, which was filed with the SEC on July 30, 2013. The current period’s
results of operations will not necessarily be indicative of results that ultimately may be achieved for the fiscal year ending
December 31, 2013. Certain prior period amounts have been reclassified to conform with the current period presentation.



Use of Estimates in the Preparation
of Financial Statements



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



Investments - money market



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



Organizational and Offering Costs



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



7







Note 2.  Summary of Significant
Accounting Policies (continued)



U.S. Federal Income Taxes



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



New Accounting Pronouncements



In June 2013, the Financial
Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-08, Financial Services
– Investment Companies (Accounting Standards Codification (“ASC”) Topic 946), which affects the scope, measurement
and disclosure requirements for investment companies under GAAP.  The amendments (i) change the approach to the investment
company assessment in ASC Topic 946, clarify the characteristics of an investment company, and provide comprehensive guidance for
assessing whether an entity is an investment company; (ii) require an investment company to measure non-controlling ownership interests
in other investment companies at fair value rather than the equity method of accounting; and (iii) require the following additional
disclosures (a) the fact that the entity is an investment company and is applying the guidance in ASC Topic 946, (b) information
about changes, if any, in an entity’s status as an investment company, and (c) information about financial support provided
or contractually required to be provided by an investment company to any of its investees.  This guidance is effective for
interim an annual reporting periods beginning on or after December 15, 2013. The Fund is currently assessing the impacts ASU 2013-08
will have on its financial statements.



In
January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting
Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements
originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under
ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement
users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable
and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant
presentation differences between financial statements prepared in accordance with GAAP and those prepared under International Financial
Reporting Standards (“IFRS”). Like ASU 2011-11, the amendments in this update will be effective for fiscal periods
beginning on, or after January 1, 2013. The adoption of ASU 2013-01 did not have a material impact on our financial position or
results of operations.



In December 2011, the
FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities, which requires entities to disclose information
about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements
on its financial position. The guidance is effective for fiscal years and interim periods beginning on or after January 1, 2013
with retrospective application for all comparative periods presented. The adoption of this guidance, which is related to disclosure
only, did not have a material impact on the Fund’s financial position, results of operations or cash flows.



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



Expense Reimbursement Agreement



Effective August
20, 2013, the Manager has terminated the expense reimbursement agreement.



Note 3. Valuation of Portfolio Investments



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



8









Note 3. Valuation of Portfolio Investments
(continued)



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



| | • | the quarterly valuation process begins with each portfolio company or investment being initially valued by members of the investment committee, with such valuation taking into account information received from an independent valuation firm, if applicable;                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                     
| | • | preliminary valuation conclusions are then documented and discussed with the members of the board of directors; and                                                                                                                                                                                                                 
| |   |                                                                                                                                                                                                                                                                                                                                     
| | • | the board of directors discusses valuations
        and determines the fair value of each investment in the portfolio in good faith based on
        various statistical and other factors,
        including the input and recommendation of members of the investment committee and any third-party valuation firm, if applicable.



Investments are valued
utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other
relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business).
The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present
value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated
by current market expectations about those future amounts. In following these approaches, the types of factors that we may take
into account in fair value pricing our investments include, as relevant: available current market data, including relevant and
applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection
provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make
payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial
ratios of peer companies that are public, mergers and acquisition comparables, the principal market and enterprise values, among
other factors.



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



ASC Topic 820 clarifies
that the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability
in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous
market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at
the measurement date, considered from the perspective of market participants. ASC Topic 820 provides a consistent definition of
fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over
entity-specific inputs. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level
hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the
measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows:



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



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



Level 3:  Unobservable
inputs for the asset or liability.



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



The following table presents fair value
measurements of investments, by major class, as of September 30, 2013 according to the fair value hierarchy (dollars in thousands).



|                                |  | Level 1 |       |  | Level 2 |   |        | Total | 
|------------------------------- |  | ------- | ----- |  | ------- | - | ------ | ----- | 
|Investments - money market      |  | $       | 4,848 |  |         | $ | —      |       | 
|Senior Secured First Lien Debt  |  |         | —     |  |         |   | 1,558  |       | 
|Senior Secured Second Lien Debt |  |         | —     |  |         |   | 4,528  |       | 
|Senior Unsecured Debt           |  |         | —     |  |         |   | 7,903  |       | 
|Senior Subordinated Debt        |  |         | —     |  |         |   | 4,730  |       | 
|Total                           |  | $       | 4,848 |  |         | $ | 18,719 |       | 



9







Note 3. Valuation of Portfolio Investments
(continued)



The following table presents fair value
measurements of investments, by major class, as of December 31, 2012 according to the fair value hierarchy (dollars in thousands).



|                                |  | Level 1 |       |  | Level 2 |   |       | Total | 
|------------------------------- |  | ------- | ----- |  | ------- | - | ----- | ----- | 
|Investments - money market      |  | $       | 1,304 |  |         | $ | —     |       | 
|Senior Secured First Lien Debt  |  |         | —     |  |         |   | 819   |       | 
|Senior Secured Second Lien Debt |  |         | —     |  |         |   | 859   |       | 
|Senior Unsecured Debt           |  |         | —     |  |         |   | 3,115 |       | 
|Senior Subordinated Debt        |  |         | —     |  |         |   | 1,030 |       | 
|Total                           |  | $       | 1,304 |  |         | $ | 5,823 |       | 



No transfers between levels have occurred
during the periods presented.



The composition of the Fund’s investments
as of September 30, 2013, at amortized cost and fair value were as follows (dollars in thousands).



|                                |  | Investments at Amortized Cost |        |  | Investments at Fair Value |   |        | Fair Value Percentage of Total Portfolio | 
|------------------------------- |  | ----------------------------- | ------ |  | ------------------------- | - | ------ | ---------------------------------------- | 
|Investments – money market      |  | $                             | 4,848  |  |                           | $ | 4,848  |                                          | 
|Senior Secured First Lien Debt  |  |                               | 1,540  |  |                           |   | 1,558  |                                          | 
|Senior Secured Second Lien Debt |  |                               | 4,631  |  |                           |   | 4,528  |                                          | 
|Senior Unsecured Debt           |  |                               | 7,890  |  |                           |   | 7,903  |                                          | 
|Senior Subordinated Debt        |  |                               | 4,763  |  |                           |   | 4,730  |                                          | 
|                                |  |                               |        |  |                           |   |        |                                          | 
|Total                           |  | $                             | 23,672 |  |                           | $ | 23,567 |                                          | 



The composition of the Fund’s investments
as of December 31, 2012, at amortized cost and fair value were as follows (dollars in thousands).



|                                |  | Investments at Amortized Cost |       |  | Investments at Fair Value |   |       | Fair Value Percentage of Total Portfolio | 
|------------------------------- |  | ----------------------------- | ----- |  | ------------------------- | - | ----- | ---------------------------------------- | 
|Investments - money market      |  | $                             | 1,304 |  |                           | $ | 1,304 |                                          | 
|Senior Secured First Lien Debt  |  |                               | 819   |  |                           |   | 819   |                                          | 
|Senior Secured Second Lien Debt |  |                               | 911   |  |                           |   | 859   |                                          | 
|Senior Unsecured Debt           |  |                               | 3,174 |  |                           |   | 3,115 |                                          | 
|Senior Subordinated Debt        |  |                               | 1,038 |  |                           |   | 1,030 |                                          | 
|Total                           |  | $                             | 7,246 |  |                           | $ | 7,127 |                                          | 



Note 4.  Related Party Transactions



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



Investment Advisory Agreement



The Fund has entered
into an investment advisory agreement with the Manager to manage the Fund’s investment activities. Pursuant to the investment
advisory agreement, the Manager implements the Fund’s business strategy on a day-to-day basis and performs certain services
for us, subject to oversight by our board of directors. The Manager is responsible for, among other duties, determining investment
criteria, sourcing, analyzing and executing investment transactions, asset sales, financings and performing asset management duties.
Under the investment advisory agreement, the Manager is entitled to a base management and incentive fee as outlined in the Investment
Advisory Agreement with the Fund. The base management fee is 2% of net assets below $100 million; 1.75% of net assets between
$100 million and $250 million; and 1.5% of net assets over $250 million. For the three and nine months ended September 30, 2013,
the Fund incurred $0.1 million and $0.3 million of base management fees, respectively. For the three and nine months ended September
30, 2012, the Fund incurred $0.02 million and $0.02 million of base management fees, respectively.



10







Note 4.  Related Party Transactions
(continued)



The incentive fee has two parts. The
first part, the subordinated incentive fee on income, is calculated and payable quarterly in arrears based upon the
Fund’s “pre-incentive fee net investment income” for the immediately preceding quarter. The subordinated
incentive fee on income is 20% of pre-incentive net investment income subject to a quarterly return to investors, expressed
as a rate of return on adjusted capital at the beginning of the most recently completed calendar quarter, of 2.0% (8.0%
annualized). The second part of the incentive fee, the incentive fee on capital gains, is an incentive fee on capital gains
earned on liquidated investments from the portfolio and is determined and payable in arrears as of the end of each calendar
year (or upon termination of the investment advisory agreement). This fee equals 20% of the Fund’s incentive fee
capital gains, which will equal the Fund’s realized capital gains on a cumulative basis from inception, calculated as
of the end of each calendar year, computed net of all realized capital losses and unrealized capital depreciation on a
cumulative basis, less the aggregate amount of any previously paid capital gains incentive fees. For the three and nine
months ended September 30, 2013, the Fund accrued $0.004 million in incentive fees related to capital gains and none related
to investment income, respectively. For the three and nine months ended September 30, 2012, the Fund accrued no incentive
fees related to capital gains and none related to investment income, respectively.



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



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



For the nine months
ended September 30, 2013 and for the period from August 4, 2011 (inception) through December 31, 2012, the Prior Manager incurred
organizational and offering costs of $0.3 million and $1.4 million, respectively. Of the total $1.7 million organizational and
offering costs incurred from inception through September 30, 2013, $0.3 million was reimbursed to the Prior Manager during the
nine months ended September 30, 2013, and an aggregate of $0.4 million had been reimbursed since the Fund commenced operations
on July 12, 2012. For the nine months ended September 30, 2012 and for the period from August 4, 2011 (inception) through December
31, 2011, the Prior Manager incurred organizational and offering costs of $0.7 million and $0.4 million, respectively. Of the total
$1.2 million organizational and offering costs incurred from inception through September 30, 2012, $0.1 million was reimbursed
to the Prior Manager during the three and nine months ended September 30, 2012.



VII Peaks agreed to
assume and pay the Fund all amounts due the Fund from VII Peaks-KBR Advisor as reflected in the Fund’s books and records
as of August 20, 2013, including any amounts due under the Expense Reimbursement Agreement between the Fund and VII Peaks-KBR Advisor.
The Fund agreed to pay VII Peaks any reimburseable organization and offering expenses incurred by VII Peaks-KBR Advisor which the
Fund would otherwise be obligated to reimburse VII Peaks-KBR Advisor from future sales of the Company’s securities, beginning
with any sales of securities occurring after Augusts 30, 2013.



The Fund expects that
the Manager will continue to incur organizational and offering costs as the Fund’s offering continues, and such additional
organizational and offering costs will increase the amount to which the Manager will be entitled to reimbursement from gross offering
proceeds. The unreimbursed amount will be eligible for reimbursement to the extent the Fund receives. Organizational and offering
expenses paid for by the Manager and reimbursed by the Fund are expensed on the Fund’s statement of operations as they are
payable to the Manager.



From time to time,
the Fund has paid directly certain expenses that were classified as organization or offering expenses that should have been borne
by the Prior Manager and for which the Prior Manager is obligated to reimburse the Fund. As of September 30, 2013 and December
31, 2012, the unreimbursed amount of organization and offering expenses was $0.1 million and $0.1 million, respectively, which
amount is included in “Due from related party” on the Fund’s balance sheet as of that date.



Expense Reimbursement Agreement



On November 9, 2012,
the Fund entered into an expense reimbursement agreement with the Prior Manager, under which the Prior Manager agreed to reimburse
the Fund for all GAAP compliant expenses recognized on the quarterly financial statements of the Fund for 2012, retroactive to
the date of formation of the Fund on August 3, 2011. In 2013, the expense reimbursement agreement was modified to exclude management
fees and incentive fees payable to the Manager effective as of January 1, 2013. The Fund recognizes a receivable on its books for
the amount due from the Prior Manager under the expense reimbursement agreement, and the Prior Manager recognizes a liability on
its books in the same amount. The expense reimbursement agreement allows the Prior Manager and the Fund to offset the receivable
in favor of the Fund created under the expense reimbursement agreement against the contingent payable owed by the Fund to the Prior
Manager under the investment advisory agreement, resulting in a net receivable or payable position. As of September 30, 2013, the
Prior Manager was indebted to the Fund for $1.4 million of expense reimbursements under the expense reimbursement agreement.



Effective August
20, 2013, the Manager has terminated the expense reimbursement agreement.

11









Note 4.  Related Party Transactions
(continued)



Administration Agreement



The Fund has
also entered into an administration agreement with the Manager under which the Manager provides the Fund with office facilities,
equipment and clerical, bookkeeping and record keeping services at such facilities and provides or oversees the performance of,
the Fund’s required administrative services, which include, among other things, being responsible for the financial records
which the Fund is required to maintain and preparing reports to its stockholders. The Manager is reimbursed amounts based on allocable
portion of overhead costs under this agreement. During the three and nine months ended September 30, 2013, the Fund reimbursed
the Prior Manager for $0.01 million and $0.02 million in administration expenses under the administration agreement, respectively.
During the three and nine months ended September 30, 2012, the Fund reimbursed the Prior Manager for $0.01 million and $0.01 million
in administration expenses under the administration agreement, respectively.



Dealer Manager Agreement



Axiom Capital Management,
LLC (the “Dealer Manager”) is a member of the Financial Industry Regulatory Authority (“FINRA”) and the
Securities Investor Protection Corporation (“SIPC”) and serves as the Dealer Manager for the Fund’s public offering
of shares of common stock. The Dealer Manager is headquartered at 780 Third Avenue, 43rd Floor, New York, NY 10017-2024. The Dealer
Manager receives selling commissions of 7% of gross offering proceeds, all of which is expected to be re-allowed to selected dealers,
and a dealer manager fee of up to 3% of gross offering proceeds, all or a portion of which may be re-allowed to selected dealers.



Note 5.  Common Stock



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



On July 10, 2012, the Fund had raised sufficient
proceeds to break escrow on its IPO and through September 30, 2013, the Fund has sold 2.8 million shares of common stock for gross proceeds
of $28.5 million, including $0.5 million of DRIP and the purchases made by the Manager.



During the nine months ended September 30,
2013, the Fund sold 1,891,497 shares of common stock in its offering for net proceeds of $17.25 million.



Note 6.  Earnings Per Share



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



The following information
sets forth the computation of the weighted average basic and diluted net increase (decrease) in net assets per share from operations
for the three and nine months ended September 30, 2013 and 2012 (dollars in thousands except share and per share amounts).



|                                                                                    |  | For the  three months ended September 30, 2013 |           |  | For the three months ended September 30, 2012 |  
|----------------------------------------------------------------------------------- |  | ---------------------------------------------- | --------- |  | --------------------------------------------- | -
|Basic and diluted                                                                   |  |                                                |           |  |                                               |  
|Net increase  in net assets resulting from operations                               |  | $                                              | 337       |  |                                               | $
|Weighted average common shares outstanding                                          |  |                                                | 2,443,182 |  |                                               |  
|Net increase  in net assets resulting from operations per share - basic and diluted |  | $                                              | 0.14      |  |                                               | $



|                                                                                              |  | For the nine months ended September 30, 2013 |           |  | For the nine months ended September 30, 2012 |  
|--------------------------------------------------------------------------------------------- |  | -------------------------------------------- | --------- |  | -------------------------------------------- | -
|Basic and diluted                                                                             |  |                                              |           |  |                                              |  
|Net increase (decrease) in net assets resulting from operations                               |  | $                                            | 789       |  |                                              | $
|Weighted average common shares outstanding                                                    |  |                                              | 1,887,741 |  |                                              |  
|Net increase (decrease) in net assets resulting from operations per share - basic and diluted |  | $                                            | 0.42      |  |                                              | $



12







Note 6.  Earnings Per Share
(continued)



The Fund had no potentially
dilutive securities as of September 30, 2013 or September 30, 2012, resulting in the same number of shares for basic and diluted.



Note 7.  Distributions



The Fund has declared
and paid distributions to stockholders on a semi-monthly basis since it commenced operations. From time to time, the Fund may also
pay interim distributions at the discretion of its board of directors. The Fund may fund its distributions to stockholders from
any sources of funds available to it, including offering proceeds, borrowings, net investment income from operations, capital gains
proceeds from the sale of assets and non-capital gains proceeds from the sale of assets. The Fund’s distributions may exceed
its earnings, especially during the period before the Fund has substantially invested the proceeds from its IPO. As a result, a
portion of the distributions may represent a return of capital for tax purposes. As of September 30, 2013, the Fund has accrued
$0.1 million in stockholder distributions that were unpaid.



The following table reflects the distributions
per share declared and paid or payable in cash or through the distribution reinvestment plan (“DRIP”) on the Fund’s
common stock to date (dollars in thousands except per share amounts) through September 30, 2013:



SOURCE OF DISTRIBUTION



|Date Declared      |  | Payment Date         |  | Net
    Investment Income |     |  | Realized Gain
    from Investments |   |     | Return of
    Capital |  |   | Per Share |  |  | Paid in
    Cash |      |  | DRIP |   |     | TOTAL | 
|------------------ |  | -------------------- |  | ------------------------- | --- |  | ---------------------------------- | - | --- | --------------------- |  | - | --------- |  |  | ---------------- | ---- |  | ---- | - | --- | ----- | 
|2012               |  |                      |  |                           |     |  |                                    |   |     |                       |  |   |           |  |  |                  |      |  |      |   |     |       | 
|July 31, 2012      |  | August 17, 2012      |  | $                         | 4   |  |                                    | $ | -   |                       |  | $ | -         |  |  | $                | 0.03 |  |      | $ | 3   |       | 
|July 31, 2012      |  | August 31, 2012      |  |                           | 4   |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 3   |       | 
|August 29, 2012    |  | September 14, 2012   |  |                           | 9   |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 6   |       | 
|August 29, 2012    |  | September 28, 2012   |  |                           | 9   |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 6   |       | 
|September 26, 2012 |  | October 15, 2012     |  |                           | 6   |  |                                    |   | -   |                       |  |   | 6         |  |  |                  | 0.03 |  |      |   | 8   |       | 
|September 26, 2012 |  | October 31, 2012     |  |                           | -   |  |                                    |   | -   |                       |  |   | 12        |  |  |                  | 0.03 |  |      |   | 8   |       | 
|October 29, 2012   |  | November 16, 2012    |  |                           | 17  |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 11  |       | 
|October 29, 2012   |  | November 30, 2012    |  |                           | 17  |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 11  |       | 
|November 29, 2012  |  | December 17, 2012    |  |                           | 22  |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 12  |       | 
|November 29, 2012  |  | December 31, 2012    |  |                           | 23  |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 13  |       | 
|December 27, 2012  |  | January 17, 2013 (1) |  |                           | 35  |  |                                    |   | -   |                       |  |   | 57        |  |  |                  | 0.11 |  |      |   | 57  |       | 
|December 27, 2012  |  | January
    31, 2013 |  |                           | -   |  |                                    |   | -   |                       |  |   | 29        |  |  |                  | 0.03 |  |      |   | 18  |       | 
|                   |  |                      |  | $                         | 146 |  |                                    | $ | -   |                       |  | $ | 104       |  |  |                  |      |  |      | $ | 156 |       | 
|2013               |  |                      |  |                           |     |  |                                    |   |     |                       |  |   |           |  |  |                  |      |  |      |   |     |       | 
|January 30, 2012   |  | February 15, 2013    |  |                           | 35  |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 21  |       | 
|January 30, 2012   |  | February 28, 2013    |  |                           | 38  |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 23  |       | 
|February 27, 2013  |  | March 15, 2013 (1)   |  |                           | 72  |  |                                    |   | 47  |                       |  |   | 28        |  |  |                  | 0.11 |  |      |   | 87  |       | 
|February 27, 2013  |  | March 29, 2013       |  |                           | -   |  |                                    |   | -   |                       |  |   | 47        |  |  |                  | 0.03 |  |      |   | 29  |       | 
|February 27, 2013  |  | April 15, 2013       |  |                           | 49  |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 29  |       | 
|February 27, 2013  |  | April 30, 2013       |  |                           | 53  |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 32  |       | 
|May 9, 2013        |  | May 17, 2013         |  |                           | 56  |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 34  |       | 
|May 9, 2013        |  | May 31, 2013         |  |                           | 62  |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 38  |       | 
|May 9, 2013        |  | June 14, 2013        |  |                           | 62  |  |                                    |   | -   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 38  |       | 
|May 9, 2013        |  | June 28, 2013        |  |                           | 55  |  |                                    |   | 8   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 38  |       | 
|July 9, 2013       |  | July 15, 2013        |  |                           | -   |  |                                    |   | 35  |                       |  |   | 27        |  |  |                  | 0.03 |  |      |   | 38  |       | 
|July 9, 2013       |  | July 30, 2013        |  |                           | 22  |  |                                    |   | 40  |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 38  |       | 
|July 9, 2013       |  | August 14, 2013      |  |                           | 55  |  |                                    |   | 7   |                       |  |   | -         |  |  |                  | 0.03 |  |      |   | 38  |       | 
|July 9, 2013       |  | August 30, 2013      |  |                           | 79  |  |                                    |   | -   |                       |  |   | 7         |  |  |                  | 0.03 |  |      |   | 54  |       | 
|September 11, 2013 |  | September 16, 2013   |  |                           | -   |  |                                    |   | -   |                       |  |   | 88        |  |  |                  | 0.03 |  |      |   | 56  |       | 
|September 11, 2013 |  | September 30, 2013   |  |                           | -   |  |                                    |   | -   |                       |  |   | 88        |  |  |                  | 0.03 |  |      |   | 56  |       | 
|September 11, 2013 |  | October
    15, 2013 |  |                           | -   |  |                                    |   | -   |                       |  |   | 88        |  |  |                  | 0.03 |  |      |   | 56  |       | 
|                   |  |                      |  |                           |     |  |                                    |   |     |                       |  |   |           |  |  |                  |      |  |      |   |     |       | 
|                   |  |                      |  | $                         | 638 |  |                                    | $ | 137 |                       |  | $ | 373       |  |  |                  |      |  |      | $ | 705 |       | 



| | (1) | Includes a special distribution of $0.077 per share.
| | --- | ----------------------------------------------------



13







The following table
reflects the sources of the cash distributions on a tax basis that the Company has paid on its common stock (dollars in thousands)
during the nine months ended September 30, 2013:



|                                                        |  | Nine Months Ended September 30, 2013 |      
|------------------------------------------------------- |  | ------------------------------------ | -----
|Source of Distribution                                  |  | Distribution Amount                  |      
|Net investment income                                   |  | $                                    | 638  
|Capital gains proceeds from the sale of assets          |  |                                      | 137  
|Distributions on account of preferred and common equity |  |                                      | 373  
|Total                                                   |  | $                                    | 1,148



The following table
reflects the sources of the cash distributions on a tax basis that the Company has paid on its common stock (dollars in thousands)
during the nine months ended September 30, 2012:



|                                                        |  | Nine Months Ended September 30, 2012 |   
|------------------------------------------------------- |  | ------------------------------------ | --
|Source of Distribution                                  |  | Distribution Amount                  |   
|Net investment income                                   |  | $                                    | 32
|Distributions on account of preferred and common equity |  |                                      | 18
|Total                                                   |  | $                                    | 50



14







Note 8.  Financial Highlights



The following is a schedule of financial
highlights for the nine months ended September 30, 2013 and 2012.







|                                                                     |  | For the nine
    months ended  September 30, 2013 |           |   | For
    the nine months ended 
September 30, 2012 |  
|-------------------------------------------------------------------- |  | ------------------------------------------------- | --------- | - | ------------------------------------------------- | -
|Per share data:                                                      |  |                                                   |           |   |                                                   |  
|Net asset value, beginning of period                                 |  | $                                                 | 8.77      |   |                                                   | $
|                                                                     |  |                                                   |           |   |                                                   |  
|Results of operations (1)                                            |  |                                                   |           |   |                                                   |  
|Net investment income                                                |  |                                                   | 0.34      |   |                                                   |  
|Net realized gain on investments                                     |  |                                                   | 0.07      |   |                                                   |  
|Net unrealized gain (loss) on investments                            |  |                                                   | 0.01      |   |                                                   |  
|Net increase(decrease) in net assets resulting from operations       |  |                                                   | 0.42      |   |                                                   |  
|                                                                     |  |                                                   |           |   |                                                   |  
|Stockholder distributions (2)                                        |  |                                                   |           |   |                                                   |  
|Distributions from net investment income                             |  |                                                   | (0.34     | ) |                                                   |  
|Distributions from realized gains                                    |  |                                                   | (0.07     | ) |                                                   |  
|Distributions from capital                                           |  |                                                   | (0.20     | ) |                                                   |  
|Net decrease in net assets resulting from stockholder distributions  |  |                                                   | (0.61     | ) |                                                   |  
|                                                                     |  |                                                   |           |   |                                                   |  
|Capital share transactions                                           |  |                                                   |           |   |                                                   |  
|Impact from issuance of common stock (3)                             |  |                                                   | 0.30      |   |                                                   |  
|Net increase in net assets resulting from capital share transactions |  |                                                   | 0.30      |   |                                                   |  
|Net asset value, end of period                                       |  | $                                                 | 8.88      |   |                                                   | $
|Shares outstanding at end of period                                  |  |                                                   | 2,842,231 |   |                                                   |  
|Total return (5)                                                     |  |                                                   | 7.76      | % |                                                   |  
|Ratio/Supplemental data:                                             |  |                                                   |           |   |                                                   |  
|Net assets, end of period (in thousands)                             |  | $                                                 | 25,228    |   |                                                   | $
|Average net assets (in thousands)                                    |  | $                                                 | 16,600    |   |                                                   | $
|Ratio of net investment income to average net assets (4)(7)          |  |                                                   | 5.13      | % |                                                   |  
|Ratio of operating expenses to average net assets (4)(7)             |  |                                                   | 9.99      | % |                                                   |  
|Ratio of incentive fees to average net assets (7)                    |  |                                                   | 0.03      | % |                                                   |  
|Ratio of expenses reimbursed to average net assets (7)               |  |                                                   | 6.25      | % |                                                   |  
|Portfolio turnover ratio (6)                                         |  |                                                   | 55.10     | % |                                                   |  










| | (1) | The per share amounts were derived by using the weighted
average shares outstanding during the period. Net investment income (loss) per share excluding the expense reimbursements would
have been $0.01 for the nine months ended September 30, 2013. Net investment income (loss) per share excluding the expense reimbursements
would have been ($2.54) for the nine months ended September 30, 2012.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | The per share data for distributions reflects the actual
amount of distributions declared per share during the period.
| | --- | ----------------------------------------------------------------------------------------------------------------------



| | (3) | The issuance of common stock on a per share basis reflects
the incremental net asset value changes as a result of the issuance of shares of common stock in the Fund's continuous offering.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | The ratios are
after giving effect to amounts reimbursed by the Manager under an expense reimbursement agreement. See “Note 4 –
Related Party Transactions.” For the nine months ended September 30, 2013, excluding the expense reimbursement, the
ratio of net investment income and operating expenses to average net assets would have been (1.11%) and 9.99%, respectively.
For the nine months ended September 30, 2012, excluding the expense reimbursement, the ratio of net investment income and operating
expenses to average net assets would have been (48.32%) and 54.62%, respectively.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Total return is calculated assuming a purchase of shares
at the current net asset value on the first day and a sale at the current net asset value on the last day of the periods reported.
Distributions, if any, are assumed for purposes of this calculation to be reinvested at prices obtained under the DRIP. The total
return based on net asset value for the nine months ended September 30, 2013, includes the effect of the expense reimbursement
which added 4.67% to the return. The total return based on net asset value for the nine months ended September 30, 2012, includes
the effect of the expense reimbursement which added 28.83% to the return.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Portfolio turnover rate is calculated using the year-to-date
sales over the average of the invested assets at fair value. Not annualized.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Ratios are annualized.
| | --- | ----------------------



15







Note 9.  Subsequent Events



On September 27, 2013,
Rotech Healthcare, Inc. successfully completed financial restructuring and emerged from Chapter 11 protection. The company received
$358mn in exit financing and paid down the first lien 10.75% notes due 10/15/2015 for $110.5688, which includes the coupon that
was payable on 10/15/2013. The process was completed on 10/02/2013. We bought these bonds for an average purchase price of $100.19
over a period from October, 2012 to March, 2013.





On October
11, 2013, Alliance Healthcare Services, Inc. announced that it obtained commitments from lenders with respect to a $70 million
incremental term loan under its existing senior secured credit agreement. The Fund intends to use the net proceeds from these
borrowings, together with proceeds from borrowings under its revolving credit facility and cash on hand to redeem all of outstanding
8% senior notes due in 2016. The notes are being called at $102.00 plus all accrued interest and the call process will complete
on 12/4/2013. The Fund purchased these bonds at a weighted average price of $91.12 over a period ranging from August 2012 to February
2013.







16







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



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



Forward-Looking Statements



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



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



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



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



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



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



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



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



Overview



We invest in discounted
corporate debt and equity-linked debt securities of public and private companies whose securities trade on the secondary loan market
for institutional investors and provide distributions to investors. At the same time, we actively work with the target company’s
management to restructure the underlying securities and improve the liquidity position of the target company’s balance sheet.
We employ a proprietary “Co-Optivist TM ” approach (“cooperative activism”, Co-Optivist TM is a registered
trademark of VII Peaks Capital, LLC, or VII Peaks, and is being used with their permission) in executing our investment strategy,
which entails proactively engaging the target company management on average 24 months prior to a redemption event (typically a
put or maturity event) to create an opportunity for growth in the investments. Our strategy is not dependent on restructuring to
generate distributions.



Our investment objectives are to generate
current income and capital appreciation. We meet our investment objectives by: (i) realizing income and capital appreciation through
the acquisition, management and orderly liquidation of corporate debt securities, (ii) making distributions of available distributable
cash to our shareholders, and (iii) preserving the capital investments of our stockholders.



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



We make investments
in target companies that meet our investment criteria. The size of an individual investment will vary based on numerous factors,
including the amount of funds raised in this offering. However, assuming we raise the maximum offering amount of $750 million,
we expect to hold at least 50 investments, and we anticipate that the minimum investment size will be approximately $0.25 million.
We do not anticipate being heavily invested in any one industry, and generally, we do not expect to invest in more than two different
classes of debt of the same target company. We intend to invest in debt and equity-linked debt of target companies with a minimum
enterprise value of $200 million and whose debt and equity-linked debt is actively traded in the secondary loan market. We expect
our portfolio to be predominantly composed of fixed-rate high-yield and equity-linked corporate debt securities. However, we may
also purchase senior secured corporate debt securities which may have variable interest rates. We currently anticipate that the
portion of our portfolio composed of variable rate corporate debt securities, if any, will not exceed 20%, but we may increase
that to 33% of our aggregate portfolio at the time of any purchase depending on market opportunities.



17







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



Between 2001 and 2008,
corporate debt levels and the supply of leverage offered by banks and other investors steadily increased. We believe a significant
amount of this debt will be subject to a redemption event prior to 2015. Many of the companies that have outstanding issues of
such debt have not, or been unable to proactively refinance, creating a “refinancing wall” that we believe will create
a liquidity shortfall for many issuers. The value of the debt securities of these companies as reflected in prices quoted in the
secondary loan market, may be at a significant discount to par, and represent a premium yield to maturity reflective of these liquidity
concerns, creating the opportunity for us to identify and invest in the debt securities of select companies at attractive current
market valuations. We believe that our Co-Optivist TM approach can help our target companies achieve results that are
beneficial to the long-term value of their businesses, which will in turn, result in capital gains through capital appreciation,
or the exchange of invested securities into a current security or cash at a premium to its acquisition price. Our principals collectively
have experience in principal investing, debt securities and general capital markets, and we believe we are well-positioned to capitalize
on these opportunities.



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



Our Manager has an
investment committee that is responsible for reviewing, discussing and approving each investment opportunity we seek to pursue.
We anticipate that our investment committee will meet once a week to discuss new and existing opportunities and developments on
current investments. Our investment committee currently consists of Mr. Chandhoke, our Chief Executive Officer, Stephen F. Shea
and Bhavin Shah, who also serves on our board of directors.



Critical Accounting Policies



Our financial statements,
which are 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.



Valuation of Portfolio Investments



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



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



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



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



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



18







Investments are valued
utilizing a market approach, an income approach, or both approaches, as appropriate. The market approach uses prices and other
relevant information generated by market transactions involving identical or comparable assets or liabilities (including a business).
The income approach uses valuation techniques to convert future amounts (for example, cash flows or earnings) to a single present
value amount (discounted) calculated based on an appropriate discount rate. The measurement is based on the net present value indicated
by current market expectations about those future amounts. In following these approaches, the types of factors that we may take
into account in fair value pricing our investments include, as relevant: available current market data, including relevant and
applicable market trading and transaction comparables, applicable market yields and multiples, security covenants, call protection
provisions, information rights, the nature and realizable value of any collateral, the portfolio company’s ability to make
payments, its earnings and discounted cash flows, the markets in which the portfolio company does business, comparisons of financial
ratios of peer companies that are public, M&A comparables, the principal market and enterprise values, among other factors.



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



ASC Topic 820 clarifies
that the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability
in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous
market for the asset or liability. The transaction to sell the asset or transfer the liability is a hypothetical transaction at
the measurement date, considered from the perspective of market participants. ASC Topic 820 provides a consistent definition of
fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over
entity-specific inputs. In addition, ASC Topic 820 provides a framework for measuring fair value and establishes a three-level
hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the
measurement date. The three levels of valuation hierarchy established by ASC Topic 820 are defined as follows:



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



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



Level 3:  Unobservable
inputs for the asset or liability.



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



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



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



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



Payment-in-Kind Interest



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



Organization and Offering Expenses



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



19







Federal Income Taxes



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



Portfolio and Investment Activity



During the nine months
ended September 30, 2013, we made $19.8 million of investments in new portfolio companies and had $7.1 million in aggregate amount
of exits and repayments, resulting in net investments of $12.7 million for the period. During the three and nine months ended September
30, 2012, we made $2.5 million of investments in new portfolio companies and had $0.1 million in aggregate amount of exits and
repayments, resulting in net investments of $2.4 million for the period.



During the nine months
ended September 30, 2013, we made $24.9 million of money market investments and had $21.4 million in aggregate amount of exits
and repayments, resulting in net exits and repayments of $3.5 million for the period. During the nine months ended September 30,
2012, we made $1.0 million of money market investments for the period.



The following table presents our portfolio
composition based on fair value at September 30, 2013 and December 31, 2012.



|                                |  | At September 30, 2013         |       |   | At December 31, 2012                  | 
|------------------------------- |  | ----------------------------- | ----- | - | ------------------------------------- | 
|                                |  | Percentage of Total Portfolio |       |   | Weighted Average Current Coupon Yield | 
|Investments - money market      |  |                               | 20.5  | % |                                       | 
|Senior Secured First Lien Debt  |  |                               | 6.5   |   |                                       | 
|Senior Secured Second Lien Debt |  |                               | 19.6  |   |                                       | 
|Senior Unsecured Debt           |  |                               | 33.3  |   |                                       | 
|Senior Subordinated Debt        |  |                               | 20.1  |   |                                       | 
|Total                           |  |                               | 100.0 | % |                                       | 



As of September 30, 2013 and December 31,
2012, our investment portfolio had a yield to maturity of 11.74% and 12.17%, respectively.



The following table shows the portfolio
composition by industry grouping at fair value at September 30, 2013 and December 31, 2012 (dollars in thousands).



|                                          |  | At September 30, 2013     |        |  | At December 31, 2012          | 
|----------------------------------------- |  | ------------------------- | ------ |  | ----------------------------- | 
|                                          |  | Investments at Fair Value |        |  | Percentage of Total Portfolio | 
|Investments – Money Market                |  | $                         | 4,848  |  |                               | 
|Healthcare & Pharmaceuticals              |  |                           | 3,208  |  |                               | 
|Services: Business                        |  |                           | 2,660  |  |                               | 
|Telecommunications                        |  |                           | 2,510  |  |                               | 
|Media: Broadcasting & Subscription        |  |                           | 1,964  |  |                               | 
|Banking, Finance, Insurance & Real Estate |  |                           | 1,541  |  |                               | 
|Services: Consumer                        |  |                           | 1,249  |  |                               | 
|Aerospace and Defense                     |  |                           | 1,038  |  |                               | 
|Energy: Oil & Gas                         |  |                           | 851    |  |                               | 
|Hotel, Gaming & Leisure                   |  |                           | 834    |  |                               | 
|High Tech Industries                      |  |                           | 782    |  |                               | 
|Media: Advertising, Printing & Publishing |  |                           | 696    |  |                               | 
|Beverage, Food & Tobacco                  |  |                           | 688    |  |                               | 
|Consumer Goods: Non-durable               |  |                           | 412    |  |                               | 
|Retail                                    |  |                           | 261    |  |                               | 
|Environmental Industries                  |  |                           | 25     |  |                               | 
|Consumer Goods: Durable                   |  |                           | —      |  |                               | 
|Total                                     |  | $                         | 23,567 |  |                               | 



Results of Operations



Operating results for the three and nine
months ended September 30, 2013 and 2012 are as follows (dollars in thousands):



20









|                                                     |  | For the three months ended September 30, 2013 |     |  | For the three months ended September 30, 2012 |  
|---------------------------------------------------- |  | --------------------------------------------- | --- |  | --------------------------------------------- | -
|Total investment income                              |  | $                                             | 456 |  |                                               | $
|Total expenses, net                                  |  |                                               | 301 |  |                                               |  
|Net investment income                                |  |                                               | 155 |  |                                               |  
|Net realized gain                                    |  |                                               | 47  |  |                                               |  
|Net unrealized appreciation (depreciation)           |  |                                               | 135 |  |                                               |  
|Net increase in net assets resulting from operations |  | $                                             | 337 |  |                                               | $



|                                                                |  | For the nine months ended September 30, 2013 |       |  | For the nine months ended September 30, 2012 |  
|--------------------------------------------------------------- |  | -------------------------------------------- | ----- |  | -------------------------------------------- | -
|Total investment income                                         |  | $                                            | 1,102 |  |                                              | $
|Total expenses, net                                             |  |                                              | 464   |  |                                              |  
|Net investment income                                           |  |                                              | 638   |  |                                              |  
|Net realized gain                                               |  |                                              | 137   |  |                                              |  
|Net unrealized appreciation (depreciation)                      |  |                                              | 14    |  |                                              |  
|Net increase (decrease) in net assets resulting from operations |  | $                                            | 789   |  |                                              | $



Revenues



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



Expenses



The composition of
our operating expenses for the three and nine months ended September 30, 2013 and 2012 was as follows (dollars in thousands):





|                                                       |  | For the three months ended September 30, 2013 |      |   | For the three months ended September 30, 2012 |  
|------------------------------------------------------ |  | --------------------------------------------- | ---- | - | --------------------------------------------- | -
|Professional fees                                      |  | $                                             | 111  |   |                                               | $
|Director fees                                          |  |                                               | 12   |   |                                               |  
|Insurance                                              |  |                                               | 22   |   |                                               |  
|Management fees                                        |  |                                               | 128  |   |                                               |  
|Incentive fees                                         |  |                                               | 4    |   |                                               |  
|General and administrative                             |  |                                               | 101  |   |                                               |  
|Organizational & offering expense                      |  |                                               | 124  |   |                                               |  
|Operating expenses before expense reimbursements       |  |                                               | 502  |   |                                               |  
|Expense reimbursement                                  |  |                                               | (201 | ) |                                               |  
|Total operating expenses net of expense reimbursements |  | $                                             | 301  |   |                                               | $



|                                                       |  | For the nine months ended September 30, 2013 |       |   | For the nine months ended September 30, 2012 |  
|------------------------------------------------------ |  | -------------------------------------------- | ----- | - | -------------------------------------------- | -
|Professional fees                                      |  | $                                            | 300   |   |                                              | $
|Director fees                                          |  |                                              | 32    |   |                                              |  
|Insurance                                              |  |                                              | 62    |   |                                              |  
|Management fees                                        |  |                                              | 291   |   |                                              |  
|Incentive fees                                         |  |                                              | 4     |   |                                              |  
|General and administrative                             |  |                                              | 232   |   |                                              |  
|Organizational & offering expense                      |  |                                              | 319   |   |                                              |  
|Operating expenses before expense reimbursements       |  |                                              | 1,240 |   |                                              |  
|Expense reimbursement                                  |  |                                              | (776  | ) |                                              |  
|Total operating expenses net of expense reimbursements |  | $                                            | 464   |   |                                              | $



21







Net Realized Gains or Losses from Investments



For the three and nine
months ended September 30, 2013, we had $1.0 million and $7.0 million of principal repayments, resulting in $0.05 million and $0.1
million of realized gains, respectively. For the three and nine months ended September 30, 2012, we had $0.1 million and $0.1 million
of principal repayments, resulting in no realized gains or losses, respectively.



Net Change in Unrealized Appreciation or Depreciation
on Investments



For the three and nine
months ended September 30, 2013, we had $0.1 million and $0.01 million, respectively, of unrealized appreciation. For the three
and nine months ended September 30, 2012, we had $0.07 million and $0.07 million, respectively, of unrealized depreciation.



Changes in Net Assets from Operations



For the three and nine
months ended September 30, 2013, we recorded a net increase in net assets resulting from operations of $0.3 million and $0.8
million, respectively. Based on 2,443,182 weighted average common shares outstanding for the three months ended September 30,
2013, our per share net increase in net assets resulting from operations was $0.14. Based on 1,887,741 weighted average common
shares outstanding for the nine months ended September 30, 2013, our per share net increase in net assets resulting from operations
was $0.42.



For the three and nine
months ended September 30, 2012, we recorded a net increase (decrease) in net assets resulting from operations of $0.06 million
and ($0.04) million, respectively. Based on 243,985 and 96,756 weighted average common shares outstanding for the three and nine
months ended September 30, 2012, respectively, our per share net increase (decrease) in net assets resulting from operations was
$0.23 and ($0.37), respectively.



Liquidity and Capital Resources



We generate cash
primarily from the net proceeds of our ongoing continuous public offering and from cash flows from fees, interest and
dividends earned from our investments as well as principal repayments and proceeds from sales of our investments. On July 10,
2012, we satisfied our minimum offering requirement of raising gross offering proceeds in excess of $1.0 million from persons
who are not affiliated with us or our Manager, and commenced operations. As of September 30, 2013, we issued 2.8 million
shares of common stock for gross proceeds of $28.5 million, including $0.5 million of DRIP. We currently sell our shares on a
continuous basis at a current offering price of $10.15; however, to the extent that our net asset value per share increases,
we will sell at a price necessary to ensure that our shares are not sold at a price, after deduction of selling commissions
and dealer manager fees, that is below our net asset value per share.



Prior to investing
in debt securities, we invest the net proceeds from our continuous offering primarily in money market funds that invest in U.S.
government securities and high-quality debt instruments maturing in one year or less from the time of investment. As of September
30, 2013 and December 31, 2012, we had $4.8 million and $1.3 million, respectively, invested in money market investments pending
investment in debt instruments.



For the nine months
ended September 30, 2013, we experienced a net increase in money market investments of $3.5 million. For the nine months ended
September 30, 2013, approximately $16.0 million was generated from our financing activities, which primarily consisted of $16.7
million in net offering proceeds received, offset by $0.7 million in distributions. We used approximately $16.0 million of cash
in our operating activities primarily as a result of increases in receivables for interest and due from related party and a decrease
in receivable for sales of common stock. Also, we received proceeds from the sale of, repayment of and principal payments on portfolio
debt investments of $7.1 million, offset by the purchase of new portfolio debt investments of $19.8 million.



For the nine months
ended September 30, 2012, we experienced a net increase in money market investments of $1.0 million. For the nine months ended
September 30, 2012, approximately $3.4 million was generated from our financing activities, which primarily consisted of $3.4 million
in net offering proceeds received. We used approximately $3.4 million of cash in our operating activities primarily as a result
of increases in receivables for interest and due from related party. Also, we received proceeds from the sale of, repayment of
and principal payments on portfolio debt investments of $0.1 million, offset by the purchase of new portfolio debt investments
of $2.5 million.



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



Distributions



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



22







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



Each year a statement
on Internal Revenue Service Form 1099-DIV (or such successor form) identifying the source of the distributions (i.e., paid from
ordinary income, paid from net capital gain on the sale of securities, or a return of capital) is mailed to our shareholders. Our
distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from this
offering. As a result, a portion of the distributions we make may represent a return of capital for tax purposes. The tax basis
of shares must be reduced by the amount of any return of capital distributions, which will result in an increase in the amount
of any taxable gain (or a reduction in any deductible loss) on the sale of shares.



Distribution Reinvestment Plan



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



Election as a RIC



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



Related-Party Transactions and Agreements



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



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



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



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



As a BDC, we are subject
to certain regulatory restrictions in making our investments. For example, we generally are not permitted to co-invest with certain
entities affiliated with our Manager in transactions originated by our Manager or its affiliates unless we obtain an exemptive
order from the SEC or co-invest alongside our Manager or its affiliates in accordance with existing regulatory guidance and our
allocation policy. Under existing regulatory guidance, we are permitted to, and may co-invest in syndicated deals and secondary
loan market transactions where price is the only negotiated point.



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We may seek exemptive
relief from the SEC to engage in co-investment transactions with our Manager and/or its affiliates. However, there can be no assurance
that we will obtain such exemptive relief, if requested. Even if we receive exemptive relief, neither our Manager nor its affiliates
are obligated to offer us the right to participate in any transactions originated by them. Prior to obtaining exemptive relief,
we may co-invest alongside our Manager or its affiliates only in accordance with existing regulatory guidance and our allocation
policy.



Off-Balance Sheet Arrangements



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



Item 3. Quantitative and Qualitative
Disclosures about Market Risk



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



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



Assuming that our current
balance sheet was to remain constant and no actions were taken to alter our existing interest rate sensitivity, a 100 basis point
move in interest rates up or down from their September 30, 2013 levels would result in an increase or decrease in net asset value
of $0.2 million or 0.77%.



Item 4. Controls and Procedures



Disclosure Controls



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



Change in Internal Control Over Financial
Reporting



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



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PART II



OTHER INFORMATION



Item 1. Legal Proceedings



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



Item 1A. Risk Factors



There have been no
material changes from the risk factors set forth in our annual report on Form 10-K/A for the year ended December 31, 2012.



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



Not applicable.



Item 3. Defaults upon Senior Securities



Not applicable.



Item 4. Mine Safety Disclosures



Not applicable.



Item 5. Other Information



Not applicable.



Item 6. Exhibits



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



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



| | * | Filed herewith.
| | - | ---------------



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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.



|                       | VII Peaks Co-Optivist Income BDC II, Inc.
|---------------------- | -----------------------------------------
|                       |                                          
|Date: November 5, 2013 | By                                       
|                       |                                          
|                       |                                          
|                       |                                          
|                       |                                          



|                       | VII Peaks Co-Optivist Income BDC II, Inc.
|---------------------- | -----------------------------------------
|                       |                                          
|Date: November 5, 2013 | By                                       
|                       |                                          
|                       |                                          
|                       |                                          
|                       |                                          



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