Exhibit
31.2





CERTIFICATION
BY CHIEF FINANCIAL OFFICER







Certification of Chief Financial Officer



of Periodic Report Pursuant to Rule
13a-14(a) and Rule 15d-14(a)



I, Michael L. Carroll, Chief Financial Officer, certify that:



1)
I have reviewed this quarterly report on Form 10-Q of Triton Pacific Investment Corporation, Inc. (the “Company”);



2)
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect
to the period covered by this report;



3)
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented
in this report;



4)
The Company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the Company and have:



a)
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;



b)
evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and



c)
disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the
Company’s most recent fiscal quarter (the Company’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;
and



5)
The Company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or
persons performing the equivalent functions):



a)
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information;
and



b)
any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal control over financial reporting.



|                              | 
|----------------------------- | 
|Date: August 15, 2016         | 
|                              | 
|/s/ Michael L. Carroll        | 
|Michael L. Carroll            | 
|Chief Financial Officer       | 
|(Principal Financial Officer) | 





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