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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549







FORM 10-K




(Mark One)


|  |                                                                                        
|- | ---------------------------------------------------------------------------------------
|x | ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
 OF 1934
|  | For the
 fiscal year ended: December 31, 2013                                          

OR

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

Commission file number 333-174873

| |  | 
| |  | 
| |  | 

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

|                                         |                     
|---------------------------------------- | --------------------
|Maryland                                 | 45-2460782          
|(State
 or other jurisdiction            | (I.R.S.
 Employer   
|of
 incorporation or organization)       | Identification
 No.)
|                                         |                     
|10877 Wilshire Blvd., 12th Floor        
|Los Angeles, CA 90024                   
|(Address of principal executive offices)

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


| |  | 
| |  | 
| |  | 

Securities registered pursuant to Section 12(b)
of the Act:

|                     |  |                                      
|-------------------- |  | -------------------------------------
|Title
 of each class |  | Name
 of exchange on which registered
|None                 |  | Not
 applicable                      

Securities registered pursuant to Section 12(g)
of the Act:

Common Stock, $0.001 par value per share

Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. Yes o No x

Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. Yes o No x

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

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes x
No o

Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(229.05 of this chapter) is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

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

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

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

There is no established market for the Registrants shares of common stock. The
Registrant is currently conducting an ongoing public offering of its shares of
common stock pursuant to a Registration Statement on Form N-2, which shares are
currently being offered and sold at $15.00 per share, with discounts available
for certain categories of purchasers, or at a price necessary to ensure that
shares are not sold at a price, net of sales load, below net asset value per
share.

As of March 24, 2014, there were 80,530.55 shares of the registrants common stock, $0.001 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE


Portions of the registrants
definitive Proxy Statement relating to the Registrants 2014 Annual Meeting of
Stockholders, to be filed with the Securities and Exchange Commission within
120 days following the end of the Registrants fiscal year, are incorporated by
reference in Part III of this annual report on Form 10-K as indicated herein.


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|           |          |                                                                                                                |    |      |   
|---------- | -------- | -------------------------------------------------------------------------------------------------------------- | -- | ---- | --
|           |          |                                                                                                                |    | Page
|Part I.    |          |                                                                                                                |   
|          
|           |          | Statement
 Regarding Forward Looking Information                                                               |    |      | 1 
|           | Item 1.  | Business                                                                                                       |    |      | 1 
|           | Item 1A. | Risk
 Factors                                                                                                  |    |      | 16
|           | Item 1B. | Unresolved
 Staff Comments                                                                                     |    |      | 38
|           | Item 2.  | Properties                                                                                                     |    |      | 38
|           | Item 3.  | Legal
 Proceedings                                                                                             |    |      | 39
|           | Item 4.  | Mine
 Safety Disclosures                                                                                       |    |      | 39
|           |          |                                                                                                                |    |      |   
|Part II.   |          |                                                                                                                |   
|          
|           | Item 5.  | Market
 for Registrants Common Equity, Related Shareholder Matters and Issuer
 Purchases of Equity Securities |    |      | 40
|           | Item 6.  | Selected
 Financial Data                                                                                       |    |      | 42
|           | Item 7.  | Managements
 Discussion and Analysis of Financial Condition and Results of Operations                         |    |      | 43
|           | Item 7A. | Quantitative
 and Qualitative Disclosures About Market Risk                                                    |    |      | 55
|           | Item 8.  | Financial
 Statements and Supplementary Data                                                                   |    |      | 55
|           | Item 9.  | Changes
 in and Disagreements With Accountants on Accounting and Financial Disclosure                          |    |      | 66
|           | Item 9A. | Controls
 and Procedures                                                                                       |    |      | 66
|           | Item 9B. | Other
 Information                                                                                             |    |      | 67
|           |          |                                                                                                                |    |      |   
|Part III.  |          |                                                                                                                |   
|          
|           | Item 10. | Directors,
 Executive Officers and Corporate Governance                                                        |    |      | 68
|           | Item 11. | Executive
 Compensation                                                                                        |    |      | 68
|           | Item 12. | Security
 Ownership of Certain Beneficial Owners and Management and Related Shareholder
 Matters               |    |      | 68
|           | Item 13. | Certain
 Relationships and Related Transactions and Director Independence                                      |    |      | 68
|           | Item 14. | Principal
 Accountant Fees and Services                                                                        |    |      | 68
|           |          |                                                                                                                |    |      |   
|Part IV.   |          |                                                                                                                |   
|          
|           | Item 15. | Exhibits,
 Financial Statement Schedules                                                                       |    |      | 69
|           |          |                                                                                                                |    |      |   
|Signatures |          |                                                                                                                | 71

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PART I

Statement Regarding Forward Looking Information

The
following information contains statements that constitute forward-looking
statements, within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended (the Exchange Act). These statements generally are characterized
by the use of terms such as may, should, plan, anticipate, estimate,
intend, predict, believe and expect or the negative of these terms or
other comparable terminology. Although we believe that the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, our actual results could differ materially from those set forth in
the forward-looking statements. Some factors that might cause such a difference
include the following: the current global economic downturn, increased direct
competition, changes in government regulations or accounting rules, changes in
local, national and global capital market conditions, our ability to obtain
credit lines or credit facilities on satisfactory terms, changes in interest
rates, availability of proceeds from our offering of shares, our ability to
identify suitable investments, our ability to close on identified investments,
inaccuracies of our accounting estimates, our ability to locate suitable
borrowers for our loans and the ability of such borrowers to make payments
under their respective loans. Given these uncertainties, we caution you not to
place undue reliance on such statements, which apply only as of the date
hereof. We undertake no obligation to publicly release the results of any
revisions to these forward-looking statements that may be made to reflect
future events or circumstances or to reflect the occurrence of unanticipated
events. The forward-looking statements should be read in light of the risk
factors identified in the Risk Factors section of this report.

|        |         
|------- | --------
|Item 1. | Business

General

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

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

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

We
intend to offer for sale a maximum of 20,000,000 shares of common stock at an
initial price of $15 per share, on a best efforts basis pursuant to a
registration statement on Form N-2 filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the Offering). On
September 4, 2012 our registration statement was declared effective by the SEC
and on November 14, 2013, our most recent post-effective amendment to our
registration statement was declared effective by the SEC. The Company issued
7,500 shares of its common stock to Triton Pacific Adviser in exchange for
gross proceeds of $101,250. On July 26, 2013, the Company issued an additional
7,315 shares of its common stock to Triton Pacific Adviser by converting
$98,750 of its liability for funds advanced by the Adviser for Deferred
Offering Costs.

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

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

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

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

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

Our
Adviser has engaged Sound Point Capital Management, L.P. to act as our
investment sub-adviser. Sound Point will assist our Adviser with identifying,
evaluating, negotiating and structuring debt investments and will make
investment recommendations for approval by our Adviser. Sound Point is a
registered investment adviser under the Advisers Act and had in excess of $4.1
billion in regulatory assets under management as of December 31, 2013. Sound
Point is not an affiliate of us or our Adviser and does not own any of our
shares.

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

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

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

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

Status of Our Continuous Public Offering

Since
commencing our continuous public offering and through March 24, 2014, we have
sold 80,530.55 shares of our common stock for gross proceeds of approximately
$1,164,069, including $200,003 of seed capital contributed by our Advisor.

About our Adviser

Our
Adviser is registered as an investment adviser under the Adviser Act. Our
Adviser and Triton Pacific Group, Inc. are under the common control of Craig
Faggen, who is also our Chairman and Chief Executive Officer. Triton Pacific
Group, Inc. is an investment management firm that focuses primarily on private
equity investments through its subsidiary, Triton Pacific Capital Partners and
affiliated investment funds. Since 2001, TPCP has focused on debt and equity
investments in small to mid-sized private companies generally with revenues of
less than $250 million. Since its inception, affiliates of TPCP have invested
in the aggregate more than $110 million in private companies with an estimated aggregate enterprise
value at the time of acquisition of approximately $200 million.

Craig
J. Faggen, Ivan Faggen, Joseph Davis, Thomas Scott and Sean D. Gjos will
initially make up the investment committee of our Adviser. Together, they have
over 125 years of collective investment, operational and advisory experience,
primarily working with small to mid-sized companies. Members of this team have
been working together sourcing, structuring, investing and managing investments
in small to middle market companies for no less than five years.

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Our
board of directors includes a majority of independent directors and will
oversee and monitor the activities of our Adviser and our Sub-Adviser, as well
as our investment portfolio and performance and will annually review the compensation
paid to our Adviser and Sub-Adviser. See Investment Adviser Agreement, below.
In addition to managing our portfolio, our Adviser will provide on our behalf
managerial assistance to those of our portfolio companies to which we are
required to provide such assistance. Both we and our Adviser will have the
right to terminate the investment adviser agreement between us without penalty
upon 60 days written notice to the other. Both our Adviser and Sub-Adviser
will have the right to terminate the sub-advisory agreement without penalty
upon 60 days written notice to the other party.

About our Sub-adviser

Our
Adviser has engaged Sound Point Capital Management, L.P. to act as our
investment sub-adviser. Sound Point will assist our Adviser with identifying,
evaluating, negotiating and structuring debt investments and will make
investment recommendations for approval by our Adviser. Sound Point is a
registered investment adviser under the Advisers Act and had in excess of $4.1
billion in regulatory assets under management as of December 31, 2013. Sound
Point is not an affiliate of us or our Adviser and does not own any of our
shares. Stephen Ketchum and Rick Richert will be initially responsible for the
day-to-day management of the debt investments managed by our Sub-Adviser. Mr.
Ketchum and Mr. Richert each have more than 20 years of investment experience,
primarily investing in debt and other credit oriented securities.

Our Market Opportunity

Our
target market for private equity investments, domestic companies with revenues
from $10 to $250 million and EBITDA between $1 and $25 million, represents a
large majority of the private businesses in the United States, accounting for
31% of US gross domestic product and 20% of the US work force (representing 23
million working Americans).δ* In particular, we believe that this market
offers significant investment opportunities due to the demographic trend of
baby boom generation entrepreneurs reaching retirement age. According to
PricewaterhouseCoopers April 7, 2010 Private Company Trendsetter Barometer, 38%
of business owners plan to monetize their businesses within the next five
years. Small business owners (those with less than $100 million in revenue)
represent 60% of those owners planning to do so by sale and of these, 43% are
driven by a desire to retire.

We
find that companies in the lower middle market have historically been poorly
and inefficiently served by the capital markets. Many U.S. financial
institutions are ill-suited to lend to such companies because such lending (i)
is more labor intensive than lending to large companies due to the smaller size
of each investment and the fragmented nature of information available about
them, (ii) requires enhanced due diligence and underwriting practices,
including greater and more sustained interaction with management and financial
analysis tailored to the lower middle market, and (iii) may require more
extensive on-going monitoring.

The
recent banking and financial crisis has further limited access to credit
throughout the economy and particularly affected lower middle market companies,
which have become even more constrained in their ability to access either debt
or equity from what few sources were previously available. Many significant
participants in the debt markets over the past five years, such as hedge funds
and managers of collateralized loan obligations, have contracted or eliminated
their origination activities as investor credit concerns have reduced their available
funding. Moreover, many regional banks have failed and many that have not
continue to face significant balance sheet constraints and increased regulatory
scrutiny, which we believe restricts their ability to provide loans to lower
middle market companies, We believe that this relative decline in competition
has created a compelling opportunity for well-capitalized specialty financial
services companies with experience in investing in small to mid-size companies
and will drive higher quality deals to companies such as ours and allow us to
be more selective in our investment process. The members of the investment
committee of our Adviser have demonstrated their ability to source and invest
in these companies on attractive terms.

For
our debt investments, we believe that opportunities in senior secured and
second lien secured loans are attractive not only because of the potential
returns available, but also because of the strong defensive characteristics of
this investment class. Because these loans have priority in payment among an
issuers security holders (i.e., they are due to receive payment before
bondholders and equity holders), they carry the least potential risk among
investments in the issuers capital structure. Further, these investments are
secured by the issuers assets, and generally will carry restrictive covenants
aimed at ensuring repayment before unsecured creditors. In addition, most
senior secured debt issues carry variable interest rate structures, meaning the
securities are generally less susceptible to declines in value experienced by
fixed-rate securities in a rising interest rate environment. However, in
declining interest rate environments, variable interest rate structures
decrease the income we would otherwise receive from our debt securities. In
many cases, the loan documents governing these securities provide for an
interest rate floor.

|   |                             | 
|-- | --------------------------- | 
|   |                            
|δ* | Source:
 Census Bureau 2007

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Business Strategy and Competitive Advantage

Focus
on Basic Businesses within the Lower Middle Market.For our private equity investments, we will
primarily invest in small and mid-sized private companies as described above.
We believe that these companies are often overlooked by larger private equity
investors and have less access to the capital markets than their larger
competitors due to the fact that they are small and, accordingly, more
difficult to source and, in some case, manage. This creates an opportunity to
invest in these companies at lower valuations and on more attractive terms than
are typically present in larger market transactions. We generally will invest
in entrepreneurial, but established, companies with positive cash flow. We
will focus on businesses in what we
call basic industriesthat is, industries in which growth is not dependent on
a continuous cycle of new technological developmentincluding healthcare
services, software and IT, business services, consumer products, specialty
finance, light manufacturing, logistics and value-added distribution.

Extensive
Underwriting and Portfolio Management.Our Adviser will employ an extensive
underwriting and due diligence process for equity investments which will
include an initial review of all prospective portfolio companies, their
competitive position, financial performance and the dynamics of the industry in
which they compete. We will seek to invest with management teams or other
private equity sponsors who have a demonstrated track record building value.
Through our Adviser, we will offer managerial assistance to our portfolio
companies, giving them access to our Advisers investment experience, direct
industry expertise and contacts, and allowing us to continually monitor their
progress. As part of the monitoring process, our Adviser will analyze monthly and
quarterly financial statements versus the previous periods and year, review
financial projections, meet with management, attend board meetings, review all
compliance certificates and covenants and maintain our awareness of critical
industry developments and trends

Untapped
Opportunities.For
equity investments, we will seek to identify companies with strong management
and untapped potential that would benefit from a combination of new capital and
strategic relationships and our operating expertise and guidance. While the
founders of such companies have built successful enterprises, they often need
additional capital and management resources and a more sophisticated
perspective to take the company to the next level. We believe that these
companies, led by appropriately motivated management teams, can be vehicles for
creating substantial value through accelerated growth and operational
improvements.

Value-Added
Management.For equity investments, we will seek to negotiate
terms that will provide us with significant influence or control of a portfolio
company. When making an investment, we will attempt to leverage our Advisers
operational and financial expertise to strengthen portfolio company management
teams and assist them in achieving
their full potential. To do so,
we will employ our Advisers Value Enhancement Program, to change the corporate
infrastructure of portfolio companies with a view to accelerating and enhancing
their exit readiness. This strategy has often resulted in a short-term reduction in portfolio company
earnings and cash flow while the companys sales catch up with the more robust
infrastructure required for rapid growth that we help put in place. The
intended result, however, is a larger, more professional organization, which
can either be used as a platform for future expansion or be built into a
potential add-on to a larger player in its market; in either instance an
attractive target for a larger private equity fund or a strategic corporate
buyer.

Debt
Investment.We will
seek to invest in senior secured loans, second lien secured loans, and, to a
lesser extent, subordinated loans and corporate bonds of established companies.
Senior secured loans are situated at the top of the capital structure. Because these
loans have priority in payment, they carry the least risk among all investments
in a firm. Generally, our senior secured loans are expected to have maturities
of three to seven years, offer some form of amortization, and have first
priority security interests in the assets of the borrower. Second lien secured
loans are immediately junior to senior secured loans and have substantially the
same maturities, collateral and covenant structures as senior secured loans.
Second lien secured loans, however, are granted a second priority security
interest in the assets of the borrower. In return for this junior ranking,
second lien secured loans generally offer higher returns compared to senior
secured debt. Subordinated debt investments usually rank junior in priority of
payment to senior secured loans and second lien secured loans and are often
unsecured, but are situated above preferred equity and common stock in the
capital structure. In return for their junior status compared to first lien and
second lien secured loans, subordinated debt investments typically offer higher
returns through both higher interest rates and possible equity ownership in the
form of warrants.

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Well
Established Firm and Experienced Investment Committee.Our Advisers management team is primarily
from TPCP, which was founded in 2001 to provide access to capital and
management/operational expertise to the underserved lower middle market. TPCP
has since expanded to include multiple affiliates and the management of
numerous investment funds that specialize in providing specialty investment
opportunities in the lower middle market for institutional and individual
investors and a broad array of capital resources to mature lower middle market
companies. Triton Pacific Capital Partners, LLC has to date invested in 18
companies with an estimated aggregate enterprise value at the time of
acquisition of approximately $200
million.* We believe that the investment committee of our Adviser has developed
a network of relationships with, and a specialty in dealing with, the lower
middle market, as well as a reputation for its expertise, fair dealing,
flexibility and ability to handle transactions beyond the reach of others in
this market space.

Industry
Experts.We may call
upon a select group of operating partners who have expertise in specific industries
that we find attractive and the wherewithal to play an active role in creating
value for our private equity investments that fall within their areas of
expertise.

Strong
Deal Flow.We believe
that our Adviser will have strong private equity deal flow as a result of the
strong market reputation of the Adviser and its principals as investors and
their network of relationships with numerous transaction brokers and small financial
intermediaries. We believe that their industry relationships with other private
equity sponsors, investment banks, business brokers, merger and acquisition
advisers, financial services companies and commercial banks are a significant
source for new investment opportunities. We believe our Adviser is well known
in the financial sponsor community, and that its experience and reputation
provide a competitive advantage in originating new investments. From time to
time, we may receive referrals for new prospective investments for which we may
pay a referral fee or a finders fee.

For
debt investments, our Adviser has engaged Sound Point to serve as our
sub-adviser. Sound Point has access to the syndicated loan market, a primary
source of debt investment opportunities for us, as well as syndicate and club
deals. Sound Point also has strong relationships with investment banks, finance
companies, and other investment funds that are active in the leveraged finance
marketplace.

Diversification.We recognize that an
over concentration in one or a limited number of positions in our portfolio
would increase the risk of exposure to adverse changes in a single investment.
We will endeavor to construct and maintain our portfolio to reduce such risks,
including through investments throughout a companys capital structures and
among companies in a multitude of different industries and geographic markets,
thereby reducing the concentration of risk in any one type of investment,
company or sector of the economy. We cannot guarantee that we will be
successful in this effort.

Investment Objectives and Policies

Our
investment objective is to generate both current income and long term capital
appreciation primarily through debt and equity investments in small to mid-size
private businesses. We will be managed by our Adviser. Our Adviser is
controlled by Craig Faggen, our Chairman and Chief Executive Officer. We will
enter into an administrative agreement with our Administrator, which is also an
affiliate of our Adviser and controlled by Mr. Faggen. Our Administrator will
provide the administrative services, such as accounting, financial reporting,
legal and compliance support and investor relations support, necessary for us
to operate. Our Administrator will act as our transfer agent, plan
administrator, distribution paying agent and registrar, although it may retain
one or more third parties to assist in providing such services to us. At the
time of our offering, our Administrator has contracted with Bank of New York
Mellon and affiliated entities to provide additional administrative services,
while we have directly engaged Bank of New York Mellon and affiliated entities
to act as our custodian.

|  |                                                                                                                                                           | 
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|  |                                                                                                                                                          
|* | Data
 regarding TPCPs investments excludes two early stage venture capital
 investments made it which are not consistent with our investment objectives.

6

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Table of Contents

We
anticipate making private equity investments from the proceeds of our offering
predominately in lower middle market companies. We expect that each investment
will range between $1 million and $25 million, although this investment size
will vary with the size of our capital base. We define lower middle market
companies as those with annual revenues of between $10 million and $250 million,
and EBITDA of between $1 million and $25 million. We anticipate that our
investments will take the form of newly-originated loans and equity investments
as well as investments in secondary market transactions, including equity
purchased from current owners and loans acquired from banks, other specialty
finance companies, private equity sponsors, loan syndications and other
investors.

Our
Adviser has engaged Sound Point Capital Management, L.P. to act as our
investment sub-adviser. Sound Point will assist our Adviser with identifying,
evaluating, negotiating and structuring debt investments and will make
investment recommendations for approval by our Adviser. We anticipate our debt
investments will primarily consist of investments in senior secured loans,
second lien secured loans and, to a lesser extent, subordinated loans and
corporate bonds of private U.S. companies. We may purchase interests in loans
through secondary market transactions in the over-the-counter market for
institutional loans or directly from our target companies as primary market
investments. In connection with our debt investments, we may on occasion
receive equity interests such as warrants or options as additional
consideration. The majority of our debt investments are expected to be made in
small and middle-market companies, which we define as companies with annual
revenue of $10 million to $2.5 billion at the time of investment. In many
environments, we believe such a focus offers an opportunity for superior risk
adjusted returns.

The
structure of our investments is likely to vary and we expect to invest
throughout a portfolio companys capital structure, including, but not limited
to, senior secured and unsecured debt, mezzanine debt, preferred equity, common
equity, warrants and other instruments, many of which generate current yield.
In addition, in order to diversify our investment portfolio and to the extent
allowed by the Company Act and consistent with our continued qualification as a
RIC, we may also invest in loans to larger companies which should be more
liquid than the debt securities of smaller companies.

So
that we continue to qualify as a BDC, we intend to make investments so that at
least 70% of our assets are qualifying assets for purposes of the Company
Act. We may invest the balance of our portfolio in opportunistic
non-qualifying assets investments in order to seek enhanced returns for our
stockholders. Such investments may include investments in the debt and equity
instruments of broadly traded public companies. We expect that these
investments generally will be in debt securities that are non-investment grade.
Within this 30% basket, we may also invest in debt and equity securities of
companies located outside of the United States. All such investments are
intended to be made in compliance with the Company Act and in a manner that
will not jeopardize our status as a RIC.

Investment Philosophy

We
will focus on the following key elements when evaluating an equity investment
opportunity:

Attractive
Industries:We
will identify industries that we believe exhibit strong growth characteristics
or consolidation attributes, are experiencing rapid rates of change or are
beginning to transform their business models.

Strong Management: Management is critically important in any
company. However, making significant changes in strategy or operations or
driving towards rapid expansion places additional demands on leadership.
Therefore, we are only interested in investing in companies that we believe
have strong management teams in place, based on their expertise and prior
performance, or where there is a clear and achievable strategy of attracting
the right people to the team. In all cases, we firmly believe it is essential
for management to be committed to agreed-upon strategic objectives for the
company prior to making an investment.

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Positive Cash
Flow: We will
identify companies with a sufficient history or what we believe will be a
prospect of positive cash flow to allow for distributions, while retaining
sufficient cash to grow the company.

Operating
Inefficiencies/Modernization: Many
small businesses have not taken advantage of the tools that have become
available to their industry to drive operational efficiencies and support more
rapid growth. We will look to invest in companies that have potential because
they have not yet benefited from new production techniques, new technologies,
or other promising industry trends that have benefited their larger
competitors.

Ability to Add Value: Our Advisers
experienced executives can be valuable to any management team, particularly
those attempting to grow their company aggressively. We will evaluate each
prospective investment to understand our ability, through our Adviser, to be a
value-added partner, either as a member of the board or as a more active
advisor.

For
debt investments, we will focus on long term credit performance and principal
protection. This defensive oriented strategy is designed to generate attractive
levels of income while minimizing the risk of capital loss. We will attempt to
capitalize on our Advisers and Sub-Advisers expertise to create a debt
portfolio that will perform in a broad range of economic conditions.

Investment Principles

We
have established the following principles, which we believe, when consistently
followed and properly executed, will result in successful private equity
investments:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Each investment will be
 premised on a specific strategic opportunity.                                                                                                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | We will conduct extensive
 due diligence to obtain an in-depth understanding of the business and its
 industry in order to identify and evaluate the strategic and financial
 opportunities associated with the investment and the risks associated with
 those opportunities.                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | The purchase price or loan
 terms must be determined from an assessment of the overall investment
 opportunity and associated risks, not solely the competitive environment. We
 will not pay the market price for an investment should we believe the inherent
 value of the investment will not sustain such a price. The result may be
 missed opportunities. However, we believe that investment discipline will
 better serve our investors in the long run.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | The pricing and
 structuring of the transaction will be determined by the requirements and
 objectives of the strategic plan, not vice versa.                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | Management must
 understand, agree with, and be committed to the goals of a strategic plan and
 must have the proper incentives to achieve such goals.                                                                                                                                                                                                                                                                                                               
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | We will invest on terms
 that will provide us with relatively significant influence or control over
 the companies.                                                                                                                                                                                                                                                                                                                                                  

Investment Process

Private
equity investments are expected to be made in well-managed privately-owned
companies. Investment opportunities will be generated by our Adviser from its
relationships with private equity sponsors, bankers, executives and its
extensive deal network.

When
pursuing a private equity investment opportunity, each stage of the investment
process presents an opportunity to create value in the prospective investment.

Stage I -
Sourcing:Equity
transactions are sourced primarily from intermediaries, including national,
regional and local investment banks as well as local business brokers. Although
some private equity groups prefer to source proprietary deals (i.e.,
non-marketed deals, without an intermediary), our Adviser has found that
intermediaries play a valuable role in educating sellers in the lower middle
market as to the pricing realities of the market and the structural
requirements of investors. Our debt investments will be primarily sourced
through other private equity sponsors.

8

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Table of Contents

To
ensure a large volume of deals, our Adviser has amassed a database of more than
4,000 investment intermediaries and market participants (including other
private equity sponsors) who focus on small to medium sized companies. In order
to keep these intermediaries engaged, our Adviser has developed a
comprehensive, fully integrated direct marketing plan including broadcast
emails, letters, telephone calls, and visits to keep the intermediaries updated
on recent transactions to assure that they remain on the intermediaries
priority list.

In
addition, members of our Adviser have built relationships with executives in
industries we believe to be attractive. These executives may become a source
for proprietary opportunities and may be available as industry partners to help
evaluate, invest and subsequently grow the companies.

Stage II - Due
Diligence: A thorough
understanding and evaluation of the strategic opportunity offered by a
potential investment and the risks and opportunities unique to a company and
its marketplace is crucial at the outset. This can only be achieved through an
extensive due diligence process and comprehensive financial and operational
analysis of the business. We believe that the due diligence process is not just
a financial review, but rather a comprehensive industry, operational,
management, marketing, technical and legal assessment. In conducting its due
diligence, our Adviser may capitalize on industry partners expertise and
relationships when relevant.

During
the initial screening, our Adviser will evaluate the company, assesses its
management and look to identify the primary risks and opportunities of the
business. During the due diligence process, our Adviser will employ a checklist
of more than 100 standard questions as well as questions specific to the
business and industry that have been derived from industry standards and
modified by experience and the initial screening process. As part of this
process, they will conduct an operational due diligence review. This may
include site visits to gain an accurate impression of the business and
managements capabilities.

The
decision to invest is reached by consensus among the members of the investment
committee of our Adviser and then must be approved by our board of directors.
Our Adviser believes that its focus on effective internal communication and its
team-based compensation structure has created an environment for a
collaborative, open and complete process, and ultimately leads to better
investment decisions.

Stage III 
Structuring Transactions: We
believe that the members of the investment committee of our Adviser have
developed complex structuring expertise and mergers and acquisitions experience
which we will be able to leverage when making a portfolio company investment.
The intent is to structure transactions in a manner that is fair to the
existing shareholders and yet minimizes the downside risk to us. Because of the
inefficiencies in the lower middle market, we believe we will be able to obtain
structures that offer significant risk mitigation for investors.

Stage IV -
Building Companies: Our
overall objective is to generate returns from our investment portfolio of 20%+
per year. To meet this objective, we will focus a portion of our Advisers
efforts on building our investments into larger, more efficient, and more
valuable businesses. We are not in the business of running companies, but our
Adviser has an investment committee with extensive portfolio management
experience that is dedicated to, and experienced in working with companies to
build and enhance their operations. For equity and equity like investments, our
Adviser utilizes a unique Value Enhancement Program (see chart on next page) to
help companies achieve this goal.

In
evaluating debt opportunities, our Adviser and our Sub-Adviser will examine
information provided by the target company and external sources such as rating
agencies (if applicable) to determine if the opportunity meets our investment
criteria and guidelines. For most loans that are purchased on the secondary
market, a comprehensive credit analysis is conducted and maintained by a
research analyst to allow the investment team to make informed buy/ sell
decisions and assessment of credit quality. Much of this information will be
derived from financial reports detailing the financial performance along with
key metrics on a quarterly basis.

9

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(FLOW CHART)

Regulation

Prior
to the completion of our offering, we will elect to be regulated as a BDC under
the Company Act. The Company Act contains prohibitions and restrictions
relating to transactions between business development companies and their
affiliates, principal underwriters and affiliates of those affiliates or
underwriters. The Company Act requires that a majority of the directors be
persons other than interested persons, as that term is defined in the Company
Act. In addition, the Company Act provides that we may not change the nature of
our business so as to cease to be, or to withdraw our election as, a business
development company unless approved by a majority of our outstanding voting
securities.

The
Company Act defines a majority of the outstanding voting securities as the
lesser of (i) 67% or more of the voting securities present at a meeting if the
holders of more than 50% of our outstanding voting securities are present or
represented by proxy or (ii) 50% of our voting securities.

We
will generally not be able to issue and sell our common stock at a price below
net asset value per share. See Risk FactorsRisks Related to Business
Development Companies. Regulations governing our operation as a business
development company and RIC will affect our ability to raise, and the way in
which we raise additional capital or borrow for investment purposes, which may
have a negative effect on our growth. We may, however, sell our common stock, or
warrants, options or rights to acquire our common stock, at a price below the
then-current net asset value per share of our common stock if our board of
directors determines that such sale is in our best interests and the best
interests of our stockholders, and our stockholders approve such sale. In
addition, we may generally issue new shares of our common stock at a price
below net asset value per share in rights offerings to existing stockholders,
in payment of dividends and in certain other limited circumstances.

We
may invest 100% of our assets in securities or obligations acquired directly
from issuers in privately-negotiated transactions. With respect such
securities, we may, for the purpose of public resale, be deemed an
underwriter for purposes of the Securities Act. We may acquire warrants to
purchase common stock of our portfolio companies in connection with acquisition
financings or other investments and we may acquire rights to require our
portfolio companies to repurchase the securities we acquire from them in
certain circumstances. We do not intend to acquire securities issued by any
investment company that exceeds the limits imposed by the Company Act. Under
these limits, except for registered money market funds, we generally cannot
acquire more than 3% of the voting stock of any investment company, invest more
than 5% of the value of our total assets in the securities or obligations of
one investment company or invest more than 10% of our total assets in the
securities or obligations of more than one investment company. None of our
investment policies are fundamental and may be changed without stockholder
approval.

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As a business development
company, we will not be permitted to invest in any company in which our Adviser
or any its affiliates currently have an investment or to make any
co-investments with our Adviser or any of its affiliates without an exemptive
order from the SEC. Although we have applied for an exemptive order from trhe
SEC, there can be no assurance that an order providing exemptive relief will be
granted. While we have not yet determined whether or not we will, in fact,
participate in investments with other affiliates of our Adviser, such
co-investment opportunities might give rise to actual or perceived conflicts of
interest among us and other participating accounts. To mitigate these conflicts
we and the Adviser have developed policies and procedures which require the
Adviser to (i) execute such transactions for all of the participating
investment accounts, including us, on a fair and equitable basis, taking into
account such factors as the appropriateness of an investment for each party
concerned, the relative amounts of capital available from each such party for
new investments, the then current investment programs and objectives and
portfolio positions of each party and any other factors deemed appropriate, and
(ii) obtain the advice of Adviser personnel not directly involved with the
investment giving rise to the conflict as to such appropriateness and other factors
as well as the fairness to all parties of the investment and its terms.

Qualifying Assets

Under
the Company Act, a business development company may not acquire any asset other
than assets of the type listed in Section 55(a) of the Company Act, which are
referred to as qualifying assets, unless, at the time the acquisition is
made, qualifying assets represent at least 70% of the companys total assets.
The principal categories of qualifying assets relevant to our business are the
following:

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Securities purchased in
 transactions not involving any public offering from the issuer of such
 securities, which issuer (subject to certain limited exceptions) is an
 eligible portfolio company, or from any person who is, or has been during the
 preceding 13 months, an affiliated person of an eligible portfolio company,
 or from any other person, subject to such rules as may be prescribed by the
 SEC. An eligible portfolio company is defined in the Company Act as any
 issuer which:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | is organized under the
 laws of, and has its principal place of business in, the United States;                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                         
|   | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | is not an investment
 company (other than a small business investment company wholly owned by the
 business development company) or a company that would be an investment
 company but for certain exclusions under the Company Act; and
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                         
|   | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | satisfies any of the
 following:                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | i.                                                                                                                                                                                                                                       | does not have any class of
 securities that is traded on a national securities exchange;                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | ii.                                                                                                                                                                                                                                      | has a class of securities
 listed on a national securities exchange, but has an aggregate market value
 of outstanding voting and non-voting common equity of less than $250 million;                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | iii.                                                                                                                                                                                                                                     | is controlled by a
 business development company or a group of companies including a business
 development company and the business development company has an affiliated
 person who is a director of the eligible portfolio company; or
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | iv.                                                                                                                                                                                                                                      | is a small and solvent
 company having total assets of not more than $4.0 million and capital and
 surplus of not less than $2.0 million.                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                          
|2. | Securities of any eligible
 portfolio company that we control.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | Securities purchased in a
 private transaction from a U.S. issuer that is not an investment company or
 from an affiliated person of the issuer, or in transactions incident thereto,
 if the issuer is in bankruptcy and subject to reorganization or if the
 issuer, immediately prior to the purchase of its securities was unable to
 meet its obligations as they came due without material assistance other than
 conventional lending or financing arrangements.                                 

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|   |                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | Securities of an eligible
 portfolio company purchased from any person in a private transaction if there
 is no ready market for such securities and we already own 60% of the
 outstanding equity of the eligible portfolio company.
|   |                                                                                                                                                                                                                                      
|5. | Securities received in
 exchange for or distributed on or with respect to securities described in (1)
 through (4) above, or pursuant to the exercise of warrants or rights relating
 to such securities.                            
|   |                                                                                                                                                                                                                                      
|6. | Cash, cash equivalents,
 U.S. government securities or high-quality debt securities maturing in one
 year or less from the time of investment.                                                                                       

In addition, a
business development company must have been organized and have its principal
place of business in the United States and must be operated for the purpose of
making investments in the types of securities described in (1), (2) or (3)
above.

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Table of Contents

Managerial Assistance

In order to
count portfolio securities as qualifying assets for the purpose of the 70%
test, we must either control the issuer of the securities or must offer to make
available to the issuer of the securities (other than small and solvent
companies described above) significant managerial assistance; except that,
where we purchase such securities in conjunction with one or more other persons
acting together, one of the other persons in the group may make available such
managerial assistance. Making available managerial assistance means, among
other things, any arrangement whereby the business development company, through
its directors, officers or employees, offers to provide, and, if accepted, does
so provide, significant guidance and counsel concerning the management,
operations or business objectives and policies of a company.

Temporary Investments

Pending
investment in other types of qualifying assets, as described above, our
investments may consist of cash, cash equivalents, U.S. government securities
or high-quality debt securities maturing in one year or less from the time of
investment, which we refer to, collectively, as temporary investments, so that
70% of our assets are qualifying assets. Typically, we will invest in U.S.
Treasury bills or in repurchase agreements, provided that such agreements are
fully collateralized by cash or securities issued by the U.S. government or its
agencies. A repurchase agreement involves the purchase by an investor, such as us,
of a specified security and the simultaneous agreement by the seller to
repurchase it at an agreed-upon future date and at a price that is greater than
the purchase price by an amount that reflects an agreed-upon interest rate.
There is no percentage restriction on the proportion of our assets that may be
invested in such repurchase agreements. However, if more than 25% of our total
assets constitute repurchase agreements from a single counterparty, we would
not meet the Diversification Tests in order to qualify as a RIC for federal
income tax purposes. Thus, we do not intend to enter into repurchase agreements
with a single counterparty in excess of this limit. Our Adviser will monitor
the creditworthiness of the counterparties with which we enter into repurchase
agreement transactions.

Senior Securities

We are
permitted, under specified conditions, to issue multiple classes of debt and
one class of stock senior to our common stock if our asset coverage, as defined
in the Company Act, is at least equal to 200% immediately after each such
issuance. In addition, while any senior securities remain outstanding, we must
make provisions to prohibit any distribution to our stockholders or the
repurchase of such securities or shares unless we meet the applicable asset
coverage ratios at the time of the distribution or repurchase. We may also
borrow amounts up to 5% of the value of our total assets for temporary or
emergency purposes without regard to asset coverage. For a discussion of the
risks associated with leverage, see Risk FactorsRisks Related to Business
Development Companies. Regulations governing our operation as a business
development company and RIC will affect our ability to raise, and the way in
which we raise additional capital or borrow for investment purposes, which may
have a negative effect on our growth.

Code of Ethics

We have adopted a code of ethics in accordance with Rule 17j-1 under
the Company Act that establishes procedures for personal investments and
restricts certain personal securities transactions. Personnel subject to the
code may invest in securities for their personal investment accounts, including
securities that may be purchased or held by us, so long as such investments are
made in accordance with the codes requirements. We have attached our code of
ethics as an exhibit to the registration statement of which this prospectus is
a part. You may also read and copy the code of ethics at the SECs Public
Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. In addition, the code of ethics is available on the
EDGAR Database on the SECs Internet site at www.sec.gov.

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Compliance Policies and Procedures

We have
adopted and implemented written policies and procedures reasonably designed to
prevent violation of the federal securities laws and are required to review
these compliance policies and procedures annually for their adequacy and the effectiveness
of their implementation. The Companys chief compliance officer, with whom we
contract services, is responsible for administering these policies and
procedures.

Proxy Voting Policies and Procedures

We
anticipate delegating our proxy voting responsibility to our Adviser. The proxy
voting policies and procedures that we anticipate that our Adviser will follow
are set forth below. The guidelines will be reviewed periodically by our
Adviser and our non-interested directors, and, accordingly, are subject to
change.

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Introduction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|As an
 investment adviser registered under the Advisers Act, our Adviser has a
 fiduciary duty to act solely in the best interests of its clients. As part of
 this duty, it recognizes that it must vote client securities in a timely
 manner free of conflicts of interest and in the best interests of its
 clients. These policies and procedures for voting proxies for the investment
 advisory clients of our Adviser are intended to comply with Section 206 of
 the Advisers Act and Rule 206(4)-6 thereunder.                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Proxy
 Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Our Adviser
 will vote proxies relating to portfolio securities in the best interest of
 its clients stockholders. It will review on a case-by-case basis each
 proposal submitted for a stockholder vote to determine its impact on the
 portfolio securities held by its clients. Although our Adviser will generally
 vote against proposals that may have a negative impact on its clients
 portfolio securities, it may vote for such a proposal if there exists
 compelling long-term reasons to do so.                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|The proxy
 voting decisions of our Adviser are made by the senior officers who are
 responsible for monitoring each of its clients investments. To ensure that
 its vote is not the product of a conflict of interest, it will require that:
 (a) anyone involved in the decision-making process disclose to its chief
 compliance officer any potential conflict that he or she is aware of and any
 contact that he or she has had with any interested party regarding a proxy
 vote; and (b) employees involved in the decision making process or vote
 administration are prohibited from revealing how our Adviser intends to vote
 on a proposal in order to reduce any attempted influence from interested
 parties.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Proxy Voting
 Records                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|You may
 obtain information, without charge, regarding how our Adviser votes proxies
 with respect to our portfolio securities by making a written request for
 proxy voting information to our Chief Compliance Officer, 10877 Wilshire
 Blvd. 12th Floor, Los Angeles, CA 90024.                                                                                                                                                                                                                                                                                                                                                                                                                                          

Other Matters

We will be
periodically examined by the SEC for compliance with the Company Act.

We are
required to provide and maintain a bond issued by a reputable fidelity
insurance company to protect us against larceny and embezzlement. Further, as a
business development company, we are prohibited from protecting any director or
officer against any liability to us or our stockholders arising from willful
misconduct, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of such persons office.

Securities Exchange Act and Sarbanes-Oxley
Act Compliance

We are subject to the reporting and
disclosure requirements of the Exchange Act, including the filing of quarterly,
annual and current reports, proxy statements and other required items. In
addition, we will be subject to the Sarbanes-Oxley Act, which imposes a wide
variety of regulatory requirements on publicly-held companies and their
insiders. Many of these requirements will affect us. For example:

|  |                                                                                                                                                                                                            
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | pursuant to
 Rule 13a-14 of the Exchange Act, our chief executive officer and chief
 financial officer are required to certify the accuracy of the financial
 statements contained in our periodic reports;

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|  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | pursuant to
 Item 307 of Regulation S-K, our periodic reports are required to disclose our
 conclusions about the effectiveness of our disclosure controls and
 procedures;                                                                                                                                                                                                                                                      
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | pursuant to
 Rule 13a-15 of the Exchange Act, our management are required to prepare a
 report regarding its assessment of our internal control over financial
 reporting. This report must be audited by our independent registered public
 accounting firm; and                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | pursuant to
 Item 308 of Regulation S-K and Rule 12a-15 under the Exchange Act, our
 periodic reports must disclose whether there were significant changes in our
 internal controls over financial reporting or in other factors that could
 significantly affect these controls subsequent to the date of their
 evaluation, including any corrective actions with regard to significant deficiencies
 and material weaknesses.

The
Sarbanes-Oxley Act requires us to review our current policies and procedures to
determine whether we comply with the Sarbanes-Oxley Act and the regulations
promulgated thereunder. We intend to monitor our compliance with all
regulations that are adopted under the Sarbanes-Oxley Act and will take actions
necessary to ensure that we are in compliance therewith.

Jumpstart Our
Business Startups Act (the JOBS Act).

The
Jumpstart Our Business Startups Act (the JOBS Act) became law on April 5,
2012. The JOBS Act substantially reduces the regulatory burdens on emerging
growth companies (EGCs), which are companies with less than $1 billion in
annual revenue and of which we will qualify during and following an IPO, and
also substantially relaxes restrictions on communications with potential
investors in the context of both public and private offerings. Relevant for our
purposes EGCs:

|  |                                                                                                                                                                                                                                                                                                                                
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | are exempts
 from Section 404(b) of the Sarbanes-Oxley Act which requires public companies
 to obtain an auditor attestation report on internal controls; and                                                                                                                                                                  
|  |                                                                                                                                                                                                                                                                                                                                
| | are exempt
 from any new accounting standards issued after April 5, 2012 (unless we
 choose to avail ourselves of such new standards in wholemeaning should we
 choose any new accounting standards we will be subject to them all), until
 such time as any new accounting standards become mandatory for private
 companies.

Certain
other provisions, which may be relevant, including the elimination of restrictions
on publicity in connection with certain private offerings, will not become
effective until the SEC adopts implementing rules.

Tax
Status

We
intend to elect to be treated for U.S. federal income tax purposes, and intend
to qualify annually thereafter, as a RIC under Subchapter M of the Code. As a
RIC, we generally will not have to pay corporate-level U.S. federal income
taxes on any ordinary income or capital gain that we distribute to our
stockholders from our tax earnings and profits. 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. To obtain and maintain our RIC tax treatment, we
must meet specified source-of-income and asset diversification requirements and
distribute annually at least 90% of our ordinary income and net short-term
capital gain in excess of net long-term capital loss, if any. See Material
U.S. Federal Income Tax Considerations.

License
Agreement

We
have entered into a license agreement with Triton Pacific Group, Inc. pursuant
to which it has agreed to grant us a non-exclusive, royalty-free license to use
the name and brand Triton Pacific, its related trademarks and other
proprietary property. Under this agreement, we will have a right to use the
Triton Pacific name and brand, for so long as our Adviser or one of its
affiliates remains our investment adviser. Other than with respect to this
limited license, we will have no legal right to the Triton Pacific name and
brand. Triton Pacific Group, Inc. is controlled by Craig Faggen, its president
and our chairman of the board and chief executive officer.

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Employees

We
do not currently have any employees. Each of our executive officers is a
principal, officer or employee of Triton Pacific Adviser (or an affiliate),
which manages and oversees our investment operations.

Corporate
Information

Our
executive offices are located at 10877 Wilshire Blvd., 12th Floor,
Los Angeles, CA 90024 and our telephone number is (310) 943-4990.

Both our
quarterly reports on Form 10-Q and our annual reports on Form 10-K will be made
available on our website at www.tritonpacificbdc.comat the end of
each fiscal quarter and fiscal year, as applicable, as will any interim reports
on Form 8-K that we file from time to time with the SEC. These reports will
also be available on the SECs website at www.sec.gov.

|         |             
|-------- | ------------
|Item 1A. | Risk Factors

Investing in our
common stock involves a number of significant risks. In addition to the other
information contained in this prospectus, you should consider carefully the
following information before making an investment in us. The following should
not be considered a complete summary of all the risks associated with an
investment, but if any of the following events occur, our business, financial
condition and results of operations could be materially and adversely affected.
In such case, the net asset value per share of our common stock could decline,
and you may lose all or part of your investment.

Risks Relating to Our Business and Structure

We are a new company
and have no operating history.

We were formed
in April of 2011 and will not commence operations until we have raised assets
in an amount that our Adviser determines is sufficient to fund the initial
investments of our investment program, which amount has not yet been determined
and will depend on the portfolio company opportunities available to us and
economic conditions and similar factors prevailing at the time. We have no
operating history on which you might otherwise rely to evaluate our business
and prospects. Prior to the first closing of our offering, we will not have
operated as a BDC or qualified to be treated as a RIC and our Adviser will not
have previously managed us or any other BDC or RIC. Consequently, we have no
operating results as a BDC or RIC that can demonstrate to you the likely effect
of the related regulatory frameworks on our business or our ability to operate
our business under those frameworks. We will be subject to all of the business
risks and uncertainties associated with any new business, particularly of this
type, including the risk that we will not achieve our investment objectives,
that we will not qualify or maintain our qualification as a BDC or RIC, and
that the value of our common stock could decline substantially.

We have not generated any income from our
investments since our inception.

We do not know whether or when we will
generate income from our investments and become profitable. To date, we have
not invested in any portfolio companies and have incurred costs incurred in the
development and formation of our business. We anticipate that we will continue
to incur costs in excess of our income until and unless our investments in
portfolio companies are successful. If these investments are not successful, we
may never achieve or sustain profitability on a quarterly or annual basis. Our
failure to become and remain profitable could impair our ability to raise
capital, expand our business, diversify our investments or continue our
operations.

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We have not
identified specific investments that we will make with the proceeds of our
offering, and investors will not have the opportunity to evaluate our
investments prior to purchasing shares of our common stock.

Neither we,
our Adviser or our Sub-Adviser has identified, made or contracted to make any
investments. As a result, investors will not be able to evaluate the economic
merits, transaction terms or other financial or operational data concerning our
investments prior to purchasing shares of our common stock. Investors must rely
on our Adviser and our board of directors to implement our investment policies,
evaluate our investment opportunities and structure the terms of our
investments. This may hinder investors ability to achieve their own personal
investment objectives related to portfolio diversification, risk-adjusted
investment returns and other objectives.

Our ability to enter
into transactions with our affiliates is restricted.

We are
prohibited under the Company Act from participating in certain transactions
with certain of our affiliates without the prior approval of our independent
directors and, in some cases, the SEC. Any person that owns, directly or
indirectly, 5% or more of our outstanding voting securities will be deemed to
be our affiliate for purposes of the Company Act and we will generally be
prohibited from buying or selling any securities (other than our securities) from
or to such affiliate, absent the prior approval of our disinterested directors.
The Company Act also prohibits certain joint transactions with certain of our
affiliates, which could include investments in the same companies (whether at
the same or different times), without prior approval of our disinterested
directors and, in some cases, the SEC. Although we have applied for an
exemptive order from the SEC to allow certain transactions with our affiliates,
there can be no assurance that an order providing exemptive relief will be
granted. If a person acquires more than 25% of our voting securities, we are
prohibited from buying or selling any security (other than any security of
which we are the issuer) from or to such person or certain of that persons
affiliates, or entering into prohibited joint transactions with such persons,
absent the prior approval of the SEC. Similar restrictions limit our ability to
transact business with our officers or directors or their affiliates. As a
result of these restrictions, we may be prohibited from buying or selling any
security (other than any security of which we are the issuer) from or to any
company owned, in whole or in significant part, by a private equity fund
managed by our Adviser or its affiliates without the prior approval of the SEC,
which may limit the scope of investment opportunities that would otherwise be
available to us. There is no assurance that any required SEC approvals will be
obtained.

A failure on our
part to maintain our qualification as a business development company would
significantly reduce our operating flexibility.

If we fail to
continuously qualify as a business development company, we might become subject
to regulation as a registered closed-end investment company under the Company Act,
which would significantly decrease our operating flexibility. In addition,
failure to comply with the requirements imposed on business development
companies by the Company Act could cause the SEC to bring an enforcement action
against us. For additional information on the qualification requirements of a
business development company, see Regulation on page 10.

Regulations
governing our operation as a business development company and RIC will affect
our ability to raise, and the way in which we raise, additional capital or
borrow for investment purposes, which may have a negative effect on our growth.

In order to
qualify as a RIC for U.S. federal income tax purposes, we must, among other
things, satisfy an annual distribution requirement. As a result, in order to
fund new investments, we may need to periodically access the capital markets to
raise cash. We may do so by issuing senior securities, including borrowing
money from banks or other financial institutions and issuing preferred stock,
up to the maximum amount allowed under the Company Actwhich allows us to
borrow only in amounts such that our asset coverage, as defined in the Company
Act, equals at least 200% of our gross assets less all of our liabilities not
represented by senior securities, immediately after each issuance of senior
securities. Our ability to issue different types of securities is also limited.
Compliance with these requirements may unfavorably limit our investment
opportunities and reduce our ability, in comparison to other companies, to
profit from favorable spreads between the rates at which we can borrow and the
rates at which we can lend. As a BDC, therefore, we may need to issue equity
more frequently than our privately-owned competitors, which may lead to greater
stockholder dilution.

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If the value
of our assets declines, we may be unable to satisfy the asset coverage test,
which would prohibit us from making distributions and could prevent us from
qualifying as a RIC. If we cannot satisfy the asset coverage test, we may be
required to sell a portion of our investments and, depending on the nature of
our debt financing, repay a portion of our indebtedness at a time when such
sales may be disadvantageous.

If we issue
preferred stock, it would rank senior to our common stock in our capital
structure and preferred stockholders would have separate voting rights on
certain matters and might have other rights, preferences (including as to
dividends) and privileges more favorable than those of our common stockholders.
The presence of preferred stock could have the effect of delaying or preventing
a change in control or other transaction that might provide a premium price of
our common stockholders or otherwise be in your best interest. Holders of our
common stock would directly or indirectly bear all of the costs associated with
offering and servicing any preferred stock that we issue.

We generally
are not able to issue or sell our common stock at a price below net asset value
per share, which may be a disadvantage as compared with other public companies.
We may, however, sell our common stock, or warrants, options or rights to
acquire our common stock, at a price below the current net asset value per
share of the common stock if our board of directors and independent directors
determine that such sale is in our best interests and the best interests of our
stockholders, and our stockholders (as well as those stockholders that are not
affiliated with us) approve such sale. In any such case, the price at which our
securities are to be issued and sold may not be less than a price that, in the
determination of our board of directors, closely approximates the market value
of such securities (less any underwriting commission or discount). If our
common stock trades at a discount to our net asset value per share, this
restriction could adversely affect our ability to raise capital.

We also may
make rights offerings to our stockholders at prices less than net asset value
per share, subject to applicable requirements of the Company Act. If we raise
additional funds by issuing more shares of our common stock or issuing senior
securities convertible into, or exchangeable for, our common stock, the
percentage ownership of our stockholders may decline at that time and our
stockholders may experience dilution. Moreover, we can offer no assurance that
we will be able to issue and sell additional equity securities in the future on
terms favorable to us or at all.

In addition,
we may in the future seek to securitize our portfolio securities to generate
cash for funding new investments. To securitize loans, we would likely create a
wholly-owned subsidiary and contribute a pool of loans to the subsidiary. We
would then sell interests in the subsidiary on a non-recourse basis to
purchasers and we would retain all or a portion of the equity in the
subsidiary. An inability to successfully securitize our loan portfolio could
limit our ability to grow our business or fully execute our business strategy
and may decrease our earnings, if any. The securitization market is subject to
changing market conditions and we may not be able to access this market when we
would otherwise deem appropriate. Moreover, the successful securitization of
our portfolio might expose us to losses as the residual investments in which we
do not sell interests will tend to be those that are riskier and more apt to
generate losses. The Company Act also may impose restrictions on the structure
of any securitization.

A significant
portion of our investment portfolio will be recorded at fair value as
determined in good faith by our board of directors and, as a result, there
could be uncertainty as to the actual market value of our portfolio
investments.

Under the
Company Act, we are required to carry our portfolio investments at market value
or, if there is no readily available market value, at fair value, as determined
by our board of directors. Since most of our investments will not be
publicly-traded or actively traded on a secondary market, our board of directors
will determine their fair value quarterly in good faith.

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Factors that
may be considered in determining the fair value of our investments include:
dealer quotes for securities traded on the secondary market for institutional
investors, the nature and realizable value of any related collateral, the
earnings of the portfolio company and its ability to make payments on its
indebtedness, the markets in which the portfolio company does business,
comparison to comparable publicly-traded companies, discounted cash flow and
other relevant factors. Because such valuations, and particularly valuations of
private securities and private companies, are inherently uncertain, may
fluctuate over short periods of time and may be based on estimates, our
determinations of fair value may differ materially from the values that would
have been used if a ready market for these securities existed. Due to this
uncertainty, our fair value determinations may cause our net asset value per
share on a given date to materially understate or overstate the value that we
may ultimately realize upon the sale of one or more of our investments.

Because our business
model depends to a significant extent upon the business relationships of our
Adviser and Sub-Adviser, the inability of our Adviser and Sub-adviser to
maintain or develop these relationships, or the failure of these relationships
to generate investment opportunities, could adversely affect our business.

We expect that
our Adviser and Sub-Adviser will depend on their relationships with private
equity sponsors, investment banks and commercial banks, and we may rely to a
significant extent upon these relationships to provide us with potential
investment opportunities. If our Adviser and Sub-Adviser fail to maintain their
existing relationships or develop new relationships with other sponsors or
sources of investment opportunities, we may not be able to grow our investment
portfolio. In addition, individuals with whom our Advisers and Sub-Advisers
professionals have relationships are not obligated to provide us with
investment opportunities, and, therefore, there is no assurance that such
relationships will generate investment opportunities for us.

The amount and
timing of distributions are uncertain and distributions may be funded from the
proceeds of our offering and may represent a return of capital.

The amount of
any distributions we pay is uncertain. We cannot assure you that we will
achieve investment results that will allow us to make a specified level of cash
distributions or year-to-year increases in cash distributions. Our
distributions to our stockholders may exceed our earnings, particularly during
the period before we have substantially invested the net proceeds from our
offering. We
may fund distributions from the uninvested proceeds of our public offering and
borrowings, and we have not established limits on the amount of funds we may
use from net offering proceeds or borrowings to make any such distributions. Therefore,
portions of the distributions that we pay may represent a return of your
capital rather than a return on your investment, which will lower your tax
basis in your shares and reduce the amount of funds we have for investment in
targeted assets.

We may not be
able to pay you distributions, and our distributions may not grow over time.
Our ability to pay distributions might be adversely affected by, among other
things, the effect of one or more of the risk factors described in this
prospectus. In addition, the inability to satisfy the asset coverage test applicable
to us as a BDC can limit our ability to pay distributions.

We
have not established any limit on the amount of funds we may use from available
sources, such as borrowings, if any, or proceeds from our offering, to fund
distributions (which may reduce the amount of capital we ultimately invest in
assets).

For a
significant time after the commencement of our offering, a substantial portion
of our distributions will result from expense reimbursements from our Adviser,
which are subject to repayment by us within three years. The purpose of this
arrangement is to reduce our operating expenses and to avoid such distributions
being characterized as returns of capital for tax purposes. One effect of
reducing our operating expenses is to potentially avoid a distribution being
characterized as a return of capital for tax purposes. Despite this, we may
still have distributions which could be characterized as a return of capital
for GAAP purposes. Shareholders should understand that any such distributions
are not based on our investment performance, and can only be sustained if we
achieve positive investment performance in future periods and/or our Adviser
continues to make such expense reimbursements. Shareholders should also
understand that our future repayments will reduce the distributions that they
would otherwise receive. There can be no assurance that we will achieve such
performance in order to sustain these distributions, or be able to pay
distributions at all.

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We will be subject
to corporate-level income tax if we are unable to qualify as a RIC under
Subchapter M of the Code or do not satisfy the annual distribution requirement.

To obtain and
maintain RIC status and be relieved of federal taxes on the income and gains we
distribute to our stockholders, we must meet the following annual distribution,
income source and asset diversification requirements.

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The annual
 distribution requirement for a RIC will be satisfied if we distribute to our
 stockholders on an annual basis at least 90% of our net ordinary income and
 realized net short-term capital gains in excess of realized net long-term
 capital losses, if any. We will be subject to a 4% nondeductible federal
 excise tax, however, to the extent that we do not satisfy certain additional
 minimum distribution requirements on a calendar-year basis. See Material
 U.S. Federal Income Tax Considerations. Because we may use debt financing,
 we are subject to an asset coverage ratio requirement under the Company Act
 and we may be subject to certain financial covenants under our debt
 arrangements that could, under certain circumstances, restrict us from making
 distributions necessary to satisfy the distribution requirement. If we are
 unable to obtain cash from other sources, we could fail to qualify for RIC
 tax treatment and thus become subject to corporate-level income tax.                                                                                                                        
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The income
 source requirement will be satisfied if we obtain at least 90% of our gross
 income for each year from dividends, interest, gains from the sale of stock
 or securities or similar sources                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The asset
 diversification requirement will be satisfied if we meet certain asset
 diversification requirements at the end of each quarter of our taxable year.
 To satisfy this requirement, at least 50% of the value of our assets must
 consist of cash, cash equivalents, U.S. government securities, securities of
 other RICs, and other acceptable securities; and no more than 25% of the
 value of our assets can be invested in the securities, other than U.S.
 government securities or securities of other RICs, of one issuer, of two or
 more issuers that are controlled, as determined under applicable Code rules,
 by us and that are engaged in the same or similar or related trades or
 businesses or of certain qualified publicly-traded partnerships. Failure to
 meet these requirements may result in our having to dispose of certain
 investments quickly in order to prevent the loss of RIC status. Because most
 of our investments will be in private companies, and therefore will be
 relatively illiquid, any such dispositions could be made at disadvantageous
 prices and could result in substantial losses.

If we fail to
qualify for or maintain RIC status or to meet the annual distribution
requirement for any reason and are subject to corporate income tax, the
resulting corporate taxes could substantially reduce our net assets, the amount
of income available for distribution and the amount of our distributions.

Our board of
directors may change our operating policies and strategies without prior notice
or stockholder approval, the effects of which may be adverse.

Our board of
directors has the authority to modify or waive our current operating policies,
investment criteria and strategies without prior notice and without stockholder
approval. We cannot predict the effect any changes to our current operating
policies, investment criteria and strategies would have on our business, net
asset value per share, operating results and value of our stock. However, the
effects might be adverse, which could negatively impact our ability to pay you
distributions and cause you to lose all or part of your investment.

Our board of
directors has substantial discretion over the use of the proceeds of our
offering.

Our board of
directors will have significant flexibility in investing the net proceeds of
this offering and may use the net proceeds from our offering in ways with which
investors may not agree or for purposes other than those contemplated at the
time of our offering.

If we internalize
our management functions, your interest in us could be diluted, and we could
incur other significant costs and face other significant risks associated with
being self-managed.

Our board of
directors may decide in the future to internalize our management functions. If
we do so, we may elect to negotiate to acquire our Advisers assets and
personnel. At this time, we cannot anticipate the form or amount of
consideration or other terms relating to any such internalization transaction.
Such consideration could take many forms, including cash payments, promissory
notes and shares of our common stock. The payment of such consideration could
result in dilution of your interests as a stockholder and could reduce the
earnings per share attributable to your investment.

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In addition,
while we would no longer bear the costs of the various fees and expenses we
expect to pay to our Adviser under the investment adviser agreement, we would
incur the compensation and benefits costs of our officers and other employees
and consultants that we now expect will be paid by our Adviser or its
affiliates. In addition, we may issue equity awards to officers, employees and
consultants, which awards would decrease net income and may further dilute your
investment. We cannot reasonably estimate the amount of fees we would save or the
costs we would incur if we became self-managed. If the expenses we assume as a
result of internalization are higher than the expenses we avoid paying to our
Adviser, our earnings per share would be lower as a result of the
internalization than they otherwise would have been, potentially decreasing the
amount of funds available to distribute to our stockholders and the value of
our shares. As currently organized, we will not have any employees. If we elect
to internalize our operations, we would employ personnel and would be subject
to potential liabilities commonly faced by employers, such as workers
disability and compensation claims, potential labor disputes and other
employee-related liabilities and grievances, all of which could result in
substantially higher litigation costs to us.

If we
internalize our management functions, we could have difficulty integrating
these functions as a stand-alone entity. In addition, we could have difficulty
retaining the management personnel we employ. Currently, individuals employed
by our Adviser and its affiliates perform asset management and general and
administrative functions, including accounting and financial reporting, for
multiple entities. These personnel have a great deal of know-how and
experience. We may fail to properly identify the appropriate mix of personnel
and capital needs to operate as a stand-alone entity. An inability to manage an
internalization transaction effectively could result in our incurring excess
costs and/or suffering deficiencies in our disclosure controls and procedures
or our internal control over financial reporting. Such deficiencies could cause
us to incur additional costs, and our managements attention could be diverted
from most effectively managing our investments.

If we borrow money,
the potential for gain or loss on amounts invested in us will be magnified and
may increase the risk of investing in us.

Borrowings,
also known as leverage, magnify the potential for gain or loss on invested
equity capital. The use of leverage to partially finance our investments,
through borrowings from banks and other lenders, will increase the risk of
investing in our common stock. If the value of our assets decreases, leveraging
would cause our net asset value per share to decline more sharply than it
otherwise would have had we not leveraged. Similarly, any decrease in our
income would cause net income to decline more sharply than it would have had we
not borrowed. Such a decline could negatively affect our ability to make
distributions. Leverage is generally considered a speculative investment
technique.

Because we intend to
distribute substantially all of our income to our stockholders in connection
with our election to be treated as a RIC, we will continue to need additional
capital to finance our growth. If additional funds are unavailable or not
available on favorable terms, our ability to grow will be impaired.

In order to
qualify for the tax benefits available to RICs and to avoid payment of excise
taxes, we intend to distribute to our stockholders substantially all of our
annual taxable income, except that we may retain certain net capital gains for
investment, and treat such amounts as deemed distributions to our stockholders.
If we elect to treat any amounts as deemed distributions, we must pay income
taxes at the corporate rate on such deemed distributions on behalf of our
stockholders. As a result of these requirements, we will likely need to raise
capital from other sources to grow our business. As a business development
company, we generally are required to meet a coverage ratio of total assets,
less liabilities and indebtedness not represented by senior securities, to
total senior securities, which includes all of our borrowings and any
outstanding preferred stock, of at least 200%. These requirements limit the
amounts we may borrow. Because we will continue to need capital to grow our
investment portfolio, these limitations may prevent us from incurring debt and
require us to raise additional equity at a time when it may be disadvantageous
to do so.

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While we
expect to be able to borrow and to issue additional debt and equity securities,
we cannot assure you that debt and equity financing will be available to us on
favorable terms or at all. Also, as a business development company, we
generally will not be permitted to issue equity securities at a price below net
asset value per share without stockholder approval. If additional funds are not
available to us, we could be forced to curtail or cease new investment
activities, and our net asset value per share and share price could decline.
Lastly, any additional equity raised will dilute the interest of current
investors.

In selecting and
structuring investments appropriate for us, our Adviser and Sub-Adviser will
consider the investment and tax objectives of the Company and our stockholders
as a whole, not the investment, tax or other objectives of any stockholder
individually.

Our
stockholders may have conflicting investment, tax and other objectives with
respect to their investments in us. The conflicting interests of individual
stockholders may relate to or arise from, among other things, the nature of our
investments, the structure or the acquisition of our investments, and the
timing of disposition of our investments. As a consequence, conflicts of
interest may arise in connection with decisions made by our Adviser and
Sub-Adviser, including with respect to the nature or structuring of our
investments that may be more beneficial for one stockholder than for another
stockholder, especially with respect to stockholders individual tax
situations.

Risks Related to our Adviser and Its Affiliates

Reliance on our
Adviser

We will have
no internal employees. We will depend on the ability, diligence, skill and
network of business contacts of our Adviser, our Sub-Adviser and their
investment committee to identify potential investments, to negotiate such
acquisitions, to oversee the management of the investments, and to arrange
their timely disposition. The departure of any of the members of our Adviser or
Sub-Adviser could have a material adverse effect on our ability to achieve our
investment objective. There can be no assurances that the individuals currently
employed by the Adviser or Sub-Adviser who will manage our portfolio will
continue to be employed by the Adviser or Sub-Adviser or that the Adviser or
Sub-Adviser will be able to obtain suitable replacements if they leave. In
addition, we can offer no assurance that our Adviser will remain our investment
adviser, that our Sub-Adviser will remain our sub-adviser or that we will
continue to have access to their investment professionals or their information
and deal flow.

Our Adviser has no
prior experience managing a business development company or a RIC.

The Company
Act and the Code impose numerous constraints on the operations of business
development companies and RICs that do not apply to other investment vehicles
previously managed by the principals and members of the investment committee of
our Adviser. Our Adviser does not have any prior experience managing a BDC or a
RIC. Its lack of experience in managing a portfolio of assets under such
constraints may hinder its ability to take advantage of attractive investment
opportunities and, as a result, achieve our investment objective.

There are
significant potential conflicts of interest which could adversely impact our
investment returns.

Our executive
officers and directors, and the principals of our Adviser and Sub-Adviser,
serve or may serve as officers, directors or principals of entities that
operate in the same or a related line of business as we do or of investment
funds managed by their affiliates. Accordingly, they may have obligations to
investors in those entities, the fulfillment of which might not be in the best
interests of us or our stockholders. For example, Mr. Faggen, our
president and chief executive officer, and the president of our Adviser, as
well as other members of TPCP and its affiliates who may also be members of the
investment committee of our Adviser, manage and, following our offering, will
continue to manage other funds which are currently in their investment phase
or, though fully invested, are continuing to be actively managed. In addition,
in the future, the principals of our Adviser or Sub-Adviser may manage other
funds which may from time to time have overlapping investment objectives with
ours and, accordingly, may invest in asset classes similar to those targeted by
us. If this should occur, the principals of our Adviser and Sub-Adviser may
face conflicts of interest in the allocation of investment opportunities to us
and such other funds. Although our Advisers and Sub-Advisers investment
professionals may endeavor to create independent teams to represent conflicting
parties and to allocate investment opportunities in a fair and equitable
manner, it is possible that we may not be given the opportunity to participate
in certain investments made by such other funds. In light of such potential
conflicts, and as required under the Advisers Act, our Adviser has adopted a
Code of Ethics that, among other things, is intended to provide a framework of
principles and procedures for resolving conflicts of interest in a manner
consistent with our Advisers fiduciary obligations to its clients.

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The incentive fee we
pay to our Adviser in respect of capital gains may be effectively greater than
20%.

As a result of
the operation of the cumulative method of calculating the incentive fees on
capital gains we pay to our Adviser, the cumulative aggregate incentive fee
received by our Adviser could be effectively greater than 20%, depending on the
timing and extent of subsequent net realized capital losses or net unrealized
depreciation. For additional information on this calculation, see the
disclosure in footnote 2 to Example 2 under the caption Investment Adviser
Agreement  Overview of Our Investment Adviser  Incentive Fee. We cannot
predict whether, or to what extent, this payment calculation would affect your
investment in our stock.

The involvement of
our Advisers investment professionals in our valuation process may create
conflicts of interest.

Our portfolio
investments will generally not be in publicly-traded securities. As a result,
the value of these securities will not be readily available. We will value
these securities at fair value as determined in good faith by our Board of
Directors. In connection with that determination, investment professionals from
our Adviser will prepare valuations based upon the most recent financial
statements and projected financial results available from our investments. The
participation of our Advisers investment professionals in our valuation
process could result in a conflict of interest as our Advisers management fee
is based, in part, on our gross assets.

Our fee structure may
induce our Adviser to cause us to borrow and make speculative investments.

We will pay
management and incentive fees to our Adviser based on our total assets,
including indebtedness. As a result, investors in our common stock will invest
on a gross basis and receive distributions on a net basis after payment of
such fees and other expenses resulting in a lower rate of return than one might
achieve through direct investments. Our base management fee will be payable
based upon our gross assets, which would include any borrowings. This may
encourage our Adviser to use leverage to make additional investments and grow
our asset base, which would involve the risks attendant to leverage discussed
elsewhere in this prospectus. In addition, the incentive fee payable by us to
our Adviser may create an incentive for it to use leverage and make investments
on our behalf that are riskier or more speculative than would be the case in
the absence of such compensation arrangement, which could result in higher
investment losses, particularly during cyclical economic downturns.

The incentive
fee payable by us to our Adviser also may create an incentive for our Adviser
to favor investments that have a deferred interest feature or no interest
income, but higher potential total returns. As our Adviser has agreed to waive
any incentive fee on current income which it could have received in accordance
with the Advisers Act, it could potentially be incentivized to seek riskier
investments with greater capital gains, while eschewing investments with an
increased current income feature.

In view of
these factors, among other things, our board of directors is charged with
protecting our interests by monitoring how our Adviser addresses these and
other potential conflicts of interests associated with its services and
compensation. While our board of directors will not review or approve each
investment, our independent directors will periodically review our Advisers
services and portfolio decisions and performance, as well as the appropriateness
of its compensation in light of such factors.

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Risks Relating to Our Investments

Our investments may
be risky, and we could lose all or part of our investment.

Investing in
small and mid-sized companies involves a number of significant risks. Among
other things, these companies:

|  |                                                                                                                                                                                                                                                                                                                                                                                                                              
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | May have
 shorter operating histories, narrower product lines, smaller market shares
 and/or significant customer concentrations than larger businesses, which tend
 to render them more vulnerable to competitors actions and market conditions,
 as well as general economic downturns;                                                                                                                                   
| | May have
 limited financial resources and limited access to capital markets and may be
 unable to meet their obligations under their debt instruments, some of which
 we may hold or may be senior to us;                                                                                                                                                                                                                    
| | Are more
 likely to depend on the management talents and efforts of a small group of
 persons; therefore, the death, disability, resignation or termination of one
 or more of these persons could have a material adverse impact on the company
 and, in turn, on us. As well, limited resources may make it difficult to
 attract the necessary talent or invest in the necessary infrastructure to
 help the company grow;
| | Generally
 have less predictable operating results, may from time to time be parties to
 litigation, may be engaged in rapidly changing businesses with products
 subject to a substantial risk of obsolescence, and may require substantial
 additional capital to support their operations, finance expansion or maintain
 their competitive position; and                                                                 
| | Generally
 have less publicly available information about their businesses, operations
 and financial condition. If we are unable to uncover all material information
 about these companies, we may not make a fully informed investment decision,
 and may lose all or part of our investment.                                                                                                                             

In addition,
in the course of providing significant managerial assistance to certain of our
portfolio companies, certain of our officers and directors may serve as
directors on the boards of such companies. To the extent that litigation arises
out of our investments in these companies, our officers and directors may be
named as defendants in such litigation, which could result in an expenditure of
funds (through our indemnification of such officers and directors) and the
diversion of management time and resources.

An investment
strategy focused primarily on privately-held companies presents certain
challenges, including the lack of available information about these companies.

We will invest
primarily in privately-held companies. These investments are typically
illiquid. As such, we may have difficulty exiting an investment promptly or at
a desired price or outside of a normal amortization schedule for debt
investments. Private companies also have reduced access to the capital markets,
resulting in diminished capital resources and ability to withstand financial
distress. In addition, little public information generally exists about these
companies, which may include a lack of audited financial statements and ratings
by third parties. We must therefore rely on the ability of our Adviser to
obtain adequate information to evaluate the potential risks of investing in
these companies. These companies and their financial information may not be
subject to the Sarbanes-Oxley Act and other rules that govern public companies.
If we are unable to uncover all material information about these companies, we
may not make a fully informed investment decision, and we may lose money on our
investments. These factors could affect our investment returns.

Our portfolio companies may incur debt that ranks equally with, or
senior to, our debt investments in such companies.

For our debt investments, we intend to invest
primarily in first lien, second lien and, to a lesser extent, subordinated debt
issued by private U.S. companies, including middle market private U.S.
companies. Our portfolio companies may have, or may be permitted to incur,
other debt that ranks equally with, or senior to, the debt in which we invest.
By their terms, such debt instruments may entitle the holders to receive
payment of interest or principal on or before the dates on which we are
entitled to receive payments with respect to the debt instruments in which we
invest. Also, in the event of insolvency, liquidation, dissolution,
reorganization or bankruptcy of a portfolio company, holders of debt
instruments ranking senior to our investment in that portfolio company would
typically be entitled to receive payment in full before we receive any
proceeds. After repaying such senior creditors, such portfolio company may not
have any remaining assets to use for repaying its obligation to us. In the case
of debt ranking equally with debt instruments in which we invest, we would have
to share on an equal basis any distributions with other creditors holding such
debt in the event of an insolvency, liquidation, dissolution, reorganization or
bankruptcy of the relevant portfolio company.

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If we make unsecured
investments, those investments might not generate sufficient cash flow to service
their debt obligations to us.

We may make
unsecured debt investments and debt investments that are subordinated to other
obligations of the obligor. Unsecured investments often reflect a greater
possibility that adverse changes in the financial condition of the obligor or
in general economic conditions (including, for example, a substantial period of
rising interest rates or declining earnings) or both may impair the ability of
the obligor to make payment of principal and interest. If we make an unsecured
investment in a company, that company may be highly leveraged, and its
relatively high debt-to-equity ratio may create increased risks that its
operations might not generate sufficient cash flow to service its debt
obligations to us and to more senior lenders.

If we invest in the
securities and obligations of distressed and bankrupt issuers, we might not
receive interest or other payments.

We are
authorized to invest in the securities and obligations of distressed and
bankrupt issuers, including debt obligations that are in covenant or payment
default. Such investments generally are considered speculative. The repayment
of defaulted obligations is subject to significant uncertainties. Defaulted
obligations might be repaid only after lengthy workout or bankruptcy
proceedings, during which the issuer of those obligations might not make any
interest or other payments.

There may be circumstances where our debt investments could be
subordinated to claims of other creditors or we could be subject to lender
liability claims.

If one of our portfolio companies were to go
bankrupt, depending on the facts and circumstances, including the extent to
which we actually provided managerial assistance to that portfolio company, a
bankruptcy court might recharacterize our debt investment and subordinate all
or a portion of our claim to that of other creditors. In situations where a
bankruptcy carries a high degree of political significance, our legal rights
may be subordinated to other creditors. We may also be subject to lender
liability claims for actions taken by us with respect to a borrowers business
or in instances where we exercise control over the borrower or render
significant managerial assistance.

We generally will not control our portfolio companies in which we make
debt investments.

We do not expect to control our portfolio
companies in which we make debt investments, even though we may have board
representation or board observation rights, and our debt agreements with such
portfolio companies may contain certain restrictive covenants. As a result, we
are subject to the risk that a portfolio company in which we make debt
investments may make business decisions with which we disagree and the
management of such company, as representatives of the holders of their common
equity, may take risks or otherwise act in ways that do not serve our interests
as debt investors. Due to the lack of liquidity for our debt investments in
non-traded companies, we may not be able to dispose of our interests in our
portfolio companies as readily as we would like or at an appropriate valuation.
As a result, a portfolio company may make decisions that could decrease the
value of our portfolio holdings.

Risks associated
with Original Issued Discount bonds and Payment in Kind debt instruments.

We may make debt investments or finance
transactions with debt instruments that may either be issued at a discount to
their face value and provide no interest payments over the life of the
instrument (original issue discount bondsOID), or we may receive warrants in
connection with the origination of loans, or we may make debt investments from
which we may receive payments in kind (PIK) interest payments that are
capitalized for some portion or over the life of the loan. Each of these types
of instruments represent particular kinds of risk as they do not generate cash
flow, though for tax purposes and for our status as a RIC they will require us
to recognize income which must be taxed or distributed.

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More specifically, for any warrants received
we will be required to determine the cost basis of such warrants (or other
equity related securities received) based upon their respective fair values on
the date of receipt in proportion to the total fair value of the debt and
warrants (or other equity). Any resulting difference between the face amount of
the debt and its recorded fair value resulting from the assignment of value to
the warrant or other equity instruments is treated as original issue discount
for which we will be required to immediately recognize income. PIK loans
generally represent a significantly higher credit risk than coupon loans. PIK
loans have unreliable valuations because their continuing accruals require
judgments about the collectability of the deferred payments and the value of any
collateral. PIK accruals may create uncertainty about the source of
distributions to shareholders (that is, cash distributions might come from
offering proceeds or our capital rather than income). Further, the deferral of
PIK interest has the effect of increasing assets under management and,
therefore, increasing the base management fee at a compounding rate, which may
create the risk of non-refundable cash payments to the adviser based on
accruals that may never be realized.

The lack of
liquidity in our investments may adversely affect our business.

We will make
equity investments primarily in companies whose securities are not
publicly-traded, and whose securities will be subject to legal and other
restrictions on resale or will otherwise be less liquid than publicly-traded
securities. The illiquidity of these investments may make it difficult for us
to sell these investments when desired. In addition, if we are required to
liquidate all or a portion of our portfolio quickly, we may realize significantly
less than the value at which we had previously recorded these investments. Our
investments will usually be subject to contractual or legal restrictions on
resale or are otherwise illiquid because there is usually no established
trading market for such investments. The illiquidity of most of our investments
may make it difficult for us to dispose of them at a favorable price, and, as a
result, we may suffer losses.

We may not have the
funds or ability to make
additional investments in the companies in which we invest.

After our
initial investment in a portfolio company, we may be called upon from time to
time to provide additional funds to the company or have the opportunity to
increase our investment through the exercise of options or warrants to purchase
common stock. There is no assurance that we will make, or will have sufficient
funds to make, follow-on investments. Any decisions not to make a follow-on
investment or any inability on our part to make such an investment may have a
negative effect on a portfolio company in need of such an investment, may
result in a missed opportunity for us to increase our participation in a
successful operation, may dilute our interest in the company or may reduce the
expected yield on the investment.

The companies in which
we invest may incur debt that ranks equally with, or senior to, our investments
in such companies.

We will invest
in all levels of the capital structure of our portfolio companies. These
companies may have, or may be permitted to obtain, additional financing which
may rank equally with, or senior to, our investment. By their terms, such
financings may entitle the holders to receive payments of interest or principal
on or before the dates on which we are entitled to receive such payments. Also,
in the event of insolvency, liquidation, dissolution, reorganization or
bankruptcy of a company, holders of instruments ranking senior to our
investment would typically be entitled to receive payment in full before we
receive any distribution. After repaying such senior investors, the portfolio
company may not have any remaining assets to use for repaying its obligation to
us. In the case of financing ranking equally with our investments, we would
have to share on an equal basis any distributions with other investors holding
such financing in the event of an insolvency, liquidation, dissolution,
reorganization or bankruptcy of the portfolio company.

The disposition of
our investments may result in contingent liabilities.

Most of our
investments will involve private securities. In connection with their
disposition, we may be required to make representations about the business and
financial affairs of the portfolio company typical of those made in connection
with the sale of a business. We may also be required to indemnify the
purchasers of such investment to the extent that our representations turn out
to be inaccurate or with respect to certain potential liabilities. These
arrangements may result in contingent liabilities that ultimately yield funding
obligations that must be satisfied through our return of certain distributions
previously made to us.

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Second priority
liens on collateral securing loans that we make to a company may be subject to
control by senior creditors with first priority liens. If there is a default,
the value of the collateral may not be sufficient to repay in full both the
first priority creditors and us.

Certain loans
that we make to portfolio companies will be secured on a second priority basis
by the same collateral securing such companies senior secured debt. The first
priority liens on the collateral will secure the obligations of the companies
to their senior lenders and may secure certain other future debt that may be
permitted to be incurred by the company under the agreements governing the
senior loans. The holders of senior secured obligations will generally control
the liquidation of the collateral and be entitled to receive proceeds from any
realization of the collateral to repay their obligations in full before we do.
In addition, the value of the collateral in the event of liquidation will
depend on market and economic conditions, the availability of buyers and other
factors. There can be no assurance that the proceeds, if any, from the sale or
sales of all of the collateral would be sufficient to satisfy the loan
obligations secured by second priority liens after payment in full of all
senior secured obligations. If such proceeds are not sufficient to repay
amounts owed to junior lenders, then we, to the extent we are not repaid from
the proceeds of the sale of the collateral, will only have an unsecured claim
against the companys remaining assets, if any.

The rights we
may have with respect to the collateral securing the loans we make to a company
with outstanding senior debt may also be limited pursuant to the terms of one
or more intercreditor agreements that we enter into with the senior lenders.
Under such agreements, at any time that senior secured obligations are
outstanding, any of the following actions that may be taken in respect of the
collateral will be at the direction of the holders of the senior secured
obligations:: the ability to cause the commencement of enforcement proceedings
against the collateral; the ability to control the conduct of such proceedings;
the approval of amendments to collateral documents; releases of liens on the
collateral; and waivers of past defaults under collateral documents. We may not
have the ability to control or direct such actions, even if our rights are
adversely affected.

We generally will
not control companies to which we provide debt.

We do not
expect to control portfolio companies in which we make debt investments, even
though we may have board representation or board observation rights and our
debt agreements may contain certain restrictive covenants. As a result, we are
subject to the risk that the management of such a portfolio company may make
business decisions with which we disagree or, as representative of the holders
of their common equity, may take risks or otherwise act in ways that do not
serve our interests as debt investors. Due to the lack of liquidity for our
investments in non-publicly-traded companies, we may not be able to dispose of
our interests in a portfolio company as readily as we would like or at an
appropriate valuation. As a result, a company may make decisions that could
decrease the value of our holdings.

We may incur lender
liability as a result of our lending activities.

In recent
years, a number of judicial decisions have upheld the right of borrowers and
others to sue lending institutions on the basis of various evolving legal
theories generally referred to as lender liability. Lender liability is
generally based on the idea that a lender has either violated a contractual or
implied duty of good faith and fair dealing owed to the borrower or has assumed
a degree of control over the borrower resulting in the creation of fiduciary
duties owed to the borrower, its stockholders and its other creditors. As a
lender, we may be subject to allegations of lender liability, which could be
costly to defend and a distraction to our management and could result in
significant liability.

Defaults by our
portfolio companies will harm our operating results.

The failure of
a portfolio company in which we make a debt investment to satisfy financial or
operating covenants imposed by us or other lenders could lead to defaults and,
potentially, termination of its loans and foreclosure on its secured assets,
which could trigger cross-defaults under other agreements and jeopardize the
ability of the company to meet its obligations under the debt or equity
securities that we hold. We may incur expenses to the extent necessary to seek
recovery upon default or to negotiate new terms with a defaulting portfolio
company, which may include the waiver of certain financial covenants.

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We may not realize
gains from our equity investments.

We will make
direct equity investments in portfolio companies. In addition, when we invest
in first and second lien senior loans or mezzanine debt, we may acquire
warrants to purchase equity securities. Our goal in such investments will be
primarily to realize gains upon our disposition of such equity interests.
However, our equity interests may not appreciate in value and, in fact, may
decline in value. Accordingly, we may not be able to realize gains from our
equity investments, and any gains that we do realize on the disposition of any
equity interests may not be sufficient to offset any other losses we
experience. We also may be unable to realize any value if a company does not
have a liquidity event, such as a sale of the business, recapitalization or
public offering, which would allow us to sell the underlying equity interests.

We may be subject to
additional risks if we invest in foreign companies or engage in related hedging
transactions.

The Company
Act generally requires that 70% of our investments be in domestic issuers. Our
investment program does not currently contemplate that we will make significant
investments in non-US businesses, but it is possible that, to a limited extent,
we could invest in such companies in the lower middle market should compelling
opportunities for such investments present themselves and such investments
complement our overall strategy and enhance the diversification of our
portfolio. If we invest in foreign issuers, we may also engage in hedging
transactions to minimize our foreign currency or interest rate exposure, though
such investment strategies would not be used to increase our returns. Investing
in foreign securities and engaging in hedging transactions would entail
additional risks. Investing in foreign securities involves risks that are not
necessarily associated with domestic securities investments such as: (i) the
political, economic and social structures of some foreign countries may be less
stable and more volatile than those in the U.S., which may have a significant
effect on the markets for foreign securities; (ii) government supervision and
regulation of foreign securities and currency markets, trading systems and
brokers may be less than in the U.S.; (iii) foreign issuers may not be subject
to the same disclosure, accounting and financial reporting standards and
practices as U.S. issuers, which may make some foreign investments inherently
riskier than domestic investments; (iv) the securities of certain foreign
issuers may be less liquid (harder to sell) and more volatile; and (v) currency
exchange rate fluctuations and policies may introduce significant uncertainties
as to the return on foreign investment and, in some circumstances may produce
losses in of themselves. The risks of foreign investments typically are greater
in less developed countries or emerging market countries. While hedging
transactions would be intended to offset declines in the value of our foreign
portfolio positions, they could also limit the amount of our gain should such
values increase. While we would enter into hedging transactions in order to
reduce currency rate and interest rate risks, unanticipated changes in such
rates could result in poorer overall investment performance than if we had not
done so. In addition, the degree of correlation between price movements of the
instruments used in a hedging strategy and in the portfolio positions being
hedged could vary and such variations could prevent us from achieving the
intended hedge and expose us to a risk of loss.

We will experience
fluctuations in our quarterly operating results.

We will
experience fluctuations in our quarterly operating results due to a number of
factors, including our ability or inability to make investments in companies
that meet our investment criteria, the interest rates payable on the debt
securities we acquire, the default rate on such securities, the level of our
expenses, variations in, and the timing of, our recognition of realized and
unrealized gains or losses, the degree to which we encounter competition in our
markets and general economic conditions. As a result of these factors, results
for any period should not be relied on as being indicative of our performance
in future periods.

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We may concentrate
our investments in companies in a particular industry or industries.

If we concentrate our
investments in companies in a particular industry or industries, any adverse
conditions that disproportionately impact that industry or industries may have
a magnified adverse effect on our operating results.

Risks Relating to Economic Conditions

Continued disruption
of the capital and credit markets could negatively affect our business.

As a BDC, it
will be essential for us to maintain our ability to raise additional capital
for investment purposes. Without sufficient access to the capital or credit
markets, we may be unable to pursue attractive new business opportunities or we
may be forced to curtail our operations. Since mid-2007, the capital and credit
markets have experienced extreme volatility and disruption, creating
uncertainty in the financial markets in general. Though global credit and other
financial market conditions have improved and stability has increased
throughout the international financial system, the secondary credit crisis in
Europe, the uncertainty surrounding the United States rapidly increasing
national debt and continuing global economic malaise have kept markets
volatile. Corporate interest rate risk premiums, otherwise known as credit
spreads, remain at historically high levels, particularly in the loan and high
yield bond markets. Ongoing disruptive conditions and new governmental
legislation or rule-making to address them may negatively affect our ability to
obtain financing or increase our funding costs which could limit our ability to
grow our business and fully execute our business strategy and could decrease
our earnings, if any. Continued volatility could affect how we manage our
portfolios and could negatively affect our returns.

Adverse economic
conditions or increased competition for investment opportunities could delay
deployment of our capital, reduce returns and result in losses.

Adverse
economic conditions may make it difficult to find suitable investments
promptly, efficiently or effectively in a manner that is most beneficial to our
stockholders. Any delay in investment, or inability to find suitable
investments, could adversely affect our performance, retard or reduce distributions
and reduce our overall return to investors. We will compete for investments
with other BDCs and investment funds (including private equity funds and
mezzanine funds), as well as commercial banks and other traditional financial
services companies and other sources of funding. Moreover, alternative
investment vehicles, such as hedge funds, increasingly make investments in
small to mid-sized private U.S. companies. As a result, competition for
investment opportunities in private U.S. companies is intense and may
intensify. Many of our competitors are substantially larger and have
considerably greater financial, technical and marketing resources than we do.
For example, some competitors may have a lower cost of capital and access to
funding sources that are not available to us. In addition, some of our
competitors may have higher risk tolerances or different risk assessments than
we have. These characteristics could allow our competitors to consider a wider
variety of investments, establish more relationships and offer better pricing
and more flexible structuring for portfolio companies than we are able to do.
We may lose investment opportunities if we do not match our competitors
pricing, terms and structure and, if we do, we may not be able to achieve
acceptable returns on our investments or may bear substantial risk of loss of
capital. A significant part of our competitive advantage stems from the fact
that the market for investments in private U.S. companies is underserved by
traditional commercial banks and other financial sources. A significant
increase in the number or the size of our competitors in this target market
could force us to accept less attractive investment terms. Further, many of our
competitors have greater experience operating under, or are not subject to, the
regulatory restrictions imposed on us as a BDC.

Economic recessions
or downturns could impair a company in which we invest and harm our operating
results.

Many of our
portfolio companies may be susceptible to economic slowdowns or recessions and
may be unable to repay our debt investments during these periods. In that case,
our non-performing assets are likely to increase, and the value of our
portfolio is likely to decrease during these periods. Adverse economic
conditions may also decrease the value of any collateral securing our senior or
second lien secured loans. A prolonged recession may further decrease the value
of such collateral and result in losses of value in our portfolio and a
decrease in our revenues, net income, assets and net worth. Unfavorable
economic conditions also could increase our funding costs, limit our access to
the capital markets or result in a decision by lenders not to extend credit to
us on terms we deem acceptable. These events could prevent us from increasing
investments and harm our operating results.

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Changes in interest
rates may affect our cost of capital and net investment income.

Since we
intend to use debt to finance investments, our net investment income will
depend, in part, upon the difference between the rate at which we borrow funds
and the rate at which we invest those funds. We expect that our long term fixed
rate investments will be financed primarily with equity and long term debt. As
a result, we can offer no assurance that a significant change in market
interest rates will not have a material adverse effect on our net investment
income. In periods of rising interest rates when we have debt outstanding, our
cost of funds will increase, which could reduce our net investment income. We
may occasionally use interest rate risk management techniques, primarily in
highly volatile market conditions, in an effort to limit our exposure to
interest rate fluctuations, but we will not use such techniques as a means of
enhancing our returns. These techniques may include various interest rate
hedging activities to the extent permitted by the Company Act. These activities
may limit our ability to participate in the benefits of lower interest rates
with respect to the hedged portfolio. Adverse developments resulting from
changes in interest rates or hedging transactions could have a material adverse
effect on our business, financial condition and results of operations. Also, we
have limited experience in entering into hedging transactions, and we will
initially have to purchase or develop such expertise.

Recent changes in
financial regulations (the Dodd-Frank Act).

On July 21,
2010, the President signed into law the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the Dodd-Frank Act). The Dodd-Frank institutes a
wide range of reforms that will have an impact on all financial institutions.
Many of the requirements called for in the Dodd-Frank Act will be implemented
over time, most of which will be subject to implementing regulations over the
course of several years. Given the uncertainty associated with the manner in
which the provisions of the Dodd-Frank Act will be implemented by the various
regulatory agencies and through regulations, the full impact such requirements
will have on our business, results of operations or financial condition is
unclear. While we cannot predict what effect any changes in the laws or
regulations or their interpretations would have on us as a result of the
Dodd-Frank Act, these changes could be materially adverse to us and our
stockholders.

Future changes in
laws or regulations governing our operations may adversely affect our business
or cause us to alter our business strategy.

We and our
portfolio companies will be subject to regulation at the local, state and
federal level. New legislation may be enacted or new interpretations, rulings
or regulations (including regulations under the Dodd-Frank Act) could be
adopted, including those governing the types of investments we are permitted to
make, any of which could harm us and our stockholders, potentially with
retroactive effect.

Additionally,
any changes to the laws and regulations governing our operations relating to
permitted investments may cause us to alter our investment strategy to avail
ourselves of new or different opportunities. Such changes could result in
material differences to the strategies and plans set forth in this prospectus
and may result in our investment focus shifting from the areas of expertise of
our Adviser to other types of investments in which our Adviser may have less
expertise or little or no experience. Thus, any such changes, if they occur,
could have a material adverse effect on our results of operations and the value
of your investment.

Efforts to comply
with the Sarbanes-Oxley Act will involve significant expenditures, and
non-compliance with the Sarbanes-Oxley Act may adversely affect us.

Upon
commencement of our offering, we will be subject to the Sarbanes-Oxley Act and
the related rules and regulations promulgated by the SEC. Under current SEC
rules, our management will be required to report on our internal control over
financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act and
related rules and regulations of the SEC. We will be required to review on an
annual basis our internal control over financial reporting, and on a quarterly
and annual basis to evaluate and disclose changes in our internal control over
financial reporting. As a result, we expect to incur significant additional
expenses in the near term, which may negatively impact our financial
performance and our ability to pay distributions. This process also will result
in a diversion of managements time and attention. We cannot be certain as to
the timing of completion of our evaluation, testing and remediation actions or
the impact of the same on our operations and we may not be able to ensure that
the process is effective or that our internal control over financial reporting
is or will be effective in a timely manner. In the event that we are unable to
maintain or achieve compliance with the Sarbanes-Oxley Act and related rules
and regulations, we may be adversely affected.

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Terrorist attacks,
acts of war or natural disasters may affect any market for our common stock,
impact the businesses in which we invest and harm our business, operating
results and financial condition.

Terrorist
acts, acts of war or natural disasters may disrupt our operations, as well as
the operations of the businesses in which we invest. Such acts have created,
and continue to create, economic and political uncertainties and have
contributed to recent global economic instability. Future terrorist activities,
military or security operations, or natural disasters could further weaken the
domestic or global economies and create additional uncertainties, which may
negatively affect the businesses in which we invest directly or indirectly and,
in turn, could have a material adverse impact on our business, operating
results and financial condition. Losses from terrorist attacks and natural
disasters are generally uninsurable.

Risks Related to Business Development Companies

The requirement that
we invest a sufficient portion of our assets in qualifying assets could
preclude us from investing in accordance with our current business strategy;
conversely, the failure to invest a sufficient portion of our assets in
qualifying assets could result in our failure to maintain our status as a BDC.

As a BDC, we
may not acquire any assets other than qualifying assets unless, at the time
of and after giving effect to such acquisition, at least 70% of our total
assets are qualifying assets. See Regulation on page 10. Therefore, we
may be precluded from investing in what we believe are attractive investments
if such investments are not qualifying assets. Conversely, if we fail to invest
a sufficient portion of our assets in qualifying assets, we could lose our
status as a BDC, which would have a material adverse effect on our business,
financial condition and result of operations. Similarly, these rules could
prevent us from making additional investments in companies in which we have
invested, which could result in the dilution of our position, or could require
us to dispose of investments at an inopportune time in order to comply with the
Company Act. If we were forced to sell non-qualifying investments in the
portfolio for compliance purposes, the proceeds from such sale could be
significantly less than the current value of such investments. Further, any
failure by us to comply with the requirements imposed on BDCs by the Company
Act could cause the SEC to bring an enforcement action against us or expose us
to the claims of private litigants. In addition, if approved by a majority of
our stockholders, we may elect to withdraw our status as a BDC. If we withdraw
our election or otherwise fail to qualify, or maintain our qualification, as a
BDC, we may be subject to substantially greater regulation under the Company
Act as a closed-end investment company. Compliance with such regulations would
significantly decrease our operating flexibility and could significantly
increase our operating costs.

Risks Relating to Our Offering and Our Common Stock

Investors will not
know the purchase price per share at the time they submit their subscription
agreements and could pay a premium for their shares of common stock if our
board of directors does not decrease the offering price in the event of a
decline in our net asset value per share.

The purchase
price at which shareholders purchase shares will be determined at each monthly
closing date to ensure that the sales price is equal to or greater than the net
asset value per share of our shares, after deducting the sales load. In the
event of a decrease in our net asset value per share, you could pay a premium
for your shares of common stock if our board of directors does not decrease the
offering price. A decline in our net asset value per share to an amount more
than 10% below our current offering price, net of the sales load, creates a rebuttable
presumption that there has been a material change in the value of our assets
such that a reduction in the offering price per share is warranted. This
presumption may only be rebutted if our board of directors, in consultation
with our management, reasonably and in good faith determines that the decline
in net asset value per share is the result of a temporary movement in the
credit markets or the value of our assets, rather than a more fundamental shift
in the valuation of our portfolio. If (i) our net asset value per share
decreases to more than 10% below our then current net offering price and (ii)
our board of directors believes that such decrease is the result of a
non-temporary movement in the credit markets or the value of our assets, our
board of directors will undertake to establish a new net offering price that is
not more than 10% above our net asset value per share. If our board of
directors determines that the decrease is the result of a temporary movement in
the credit markets, investors may purchase shares at an offering price per
share, net of the sales load, which represents a premium to the net asset value
per share of greater than 10%. See Plan of Distribution.

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Delays in the
application of offering proceeds to our investment program may adversely affect
our results.

To the extent
that there are significant delays in the application of the initial or
subsequent proceeds of this offering to our investment program, from time to
time, due to market conditions, the relative lack of suitable investment
candidates or the time needed for transaction due diligence and execution, it
will be more difficult to achieve our investment objectives and our returns may
be adversely affected.

This is a best
efforts offering, and if we are unable to raise substantial funds, we will be
limited in the number and type of investments we may make, and the value of
your investment in us may be reduced in the event our assets under-perform.

Our offering
is being made on a best efforts basis, whereby our Dealer Manager and
broker-dealers participating in the offering are only required to use their
best efforts to sell our shares and have no firm commitment or obligation to
purchase any of the shares. To the extent that less than the maximum number of
shares is subscribed for, the opportunity for diversification of our
investments may be decreased and the returns achieved on those investments may
be reduced as a result of allocating all of our expenses among a smaller
capital base.

The shares sold in
our offering will not be listed on an exchange or quoted through a quotation
system for the foreseeable future, if ever. Therefore, if shareholders purchase
shares in our offering, you will have limited liquidity and may not receive a
full return of your invested capital if you sell your shares.

The shares
offered by us are illiquid assets for which there is not expected to be any
secondary market nor is it expected that any will develop in the foreseeable
future. Therefore, if shareholders purchase shares you will likely have limited
ability to sell your shares. We currently intend to list our shares on a
national securities exchange between five and seven years following the
completion of our offering, or, if we believe that market conditions are then
not suited for a listing, we will attempt to complete an alternative liquidity
event, such as the sale of all or substantially all of our remaining assets
followed by a liquidation, merger, or other transaction in which our
stockholders would receive cash or shares of a publicly-traded company. There
can be no assurance, however, that we will be able to obtain a listing or
complete a liquidity event within such time frame. Should we not be able to do
so within seven years following the end of our offering, subject to the
authority of the independent directors or the rights of the stockholders to
postpone liquidation, we will cease to make investments in new portfolio
companies and will begin the orderly liquidation of our assets (which may
include allowing our debt securities to mature and disposing of our equity
interests to the extent feasible.) However, upon the vote of a majority of
stockholders eligible to vote at any stockholder meeting we may suspend the
liquidation of the company for such time as the stockholders may agree or we
may extend the date upon which we must cease to make investments in new
portfolio companies and begin an orderly liquidation of our assets for up to
three consecutive periods of 12 months each upon the vote of a majority of our
independent directors.

In making a
decision to apply for listing of our shares, our directors will determine
whether listing our shares or liquidating our assets will result in greater
value for our stockholders. In making a determination of what type of liquidity
event is in the best interest of our stockholders, our board of directors,
including our independent directors, may consider a variety of criteria,
including, but not limited to, market conditions, portfolio diversification,
portfolio performance, our financial condition, potential access to capital as
a listed company, market conditions for the sale of our assets or listing of
our common stock, internal management considerations and the potential for
stockholder liquidity. If our shares are listed, we cannot assure you a public
trading market will develop. Since a portion of the offering price from the
sale of shares in our offering will be used to pay expenses and fees, the full
offering price paid by stockholders will not be invested. As a result, even if
we do complete a liquidity event, you may not receive a return of all of your
invested capital.

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California residents
will not be exempted for trading of our securities in accordance with
Corporations Code §25104(h).

We have been
informed by the California Department of Corporations that our shareholders
will not be able to trade their shares on the secondary market in California in
reliance upon the exemption under Corporations Code §25104(h). However, there
may be other exemptions to cover private sales by a bona fide owner for his own
account without advertising and without being effected by or through a broker
dealer in a public offering. Investors are encouraged to seek the advice of their independent
legal counsel.

Forced liquidation
and being publicly listed may have adverse impact on the value of our common
stock.

Because we are
required to seek to list our shares or a liquidity event not more than seven
years after completion of our offering, subject to the authority of the
independent directors or the rights of the shareholders to postpone
liquidation, we may be forced to seek a listing or a liquidation when market
conditions are not favorable which may have an adverse impact on the value of
our shares.

The trading
price of our common stock, if we become listed, may fluctuate substantially.
The price of our common stock that will prevail in the market in the future
will depend on many factors, some of which are beyond our control and may not
be directly related to our operating performance. In fact, shares of
publicly-traded closed-end investment companies frequently trade at a discount
to their net asset value per share. If our shares are eventually listed on a
national exchange, we would not be able to predict whether our common stock
would trade above, at or below net asset value per share. This risk is separate
and distinct from the risk that our net asset value per share may decline.

You should
also be aware that due to the potential volatility of our stock price once a
market for our stock is established, we may become more susceptible to
securities litigation, as other publicly-traded entities have experienced.
Securities litigation could result in substantial costs and divert managements
attention and resources from our business.

We established the
offering price for our shares of common stock on an arbitrary basis, and the
offering price may not accurately reflect the value of our assets.

The price of
our common stock was established on an arbitrary basis and is not based on the
amount or nature of our assets or our book value. Therefore, at any given time,
the offering price may be higher than the value of our investments.

Because our Dealer
Manager is an affiliate of our Adviser, you will not have the benefit of an
independent review of the prospectus customarily performed in underwritten
offerings.

The Dealer
Manager is an affiliate of Triton Pacific and will not make an independent
review of us or our offering. Accordingly, investors will have to rely on their
own broker-dealer to make an independent review of the terms of our offering.
If their broker-dealer does not conduct such a review, investors will not have
the benefit of an independent review of the terms of our offering. Further, the
due diligence investigation of us by our Dealer Manager cannot be considered to
be an independent review and, therefore, may not be as meaningful as a review
conducted by an unaffiliated broker-dealer or investment banker. Investors will
not have the benefit of an independent review and investigation of our offering
of the type normally performed by an unaffiliated, independent underwriter in
an underwritten public securities offering. In addition, we do not, and do not
expect to, have research analysts reviewing our performance or our securities
on an ongoing basis. Therefore, investors will not have an independent review
of our performance and the value of our common stock relative to
publicly-traded companies.

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Our Dealer Manager
has no experience selling shares on behalf of a BDC and may be unable to sell a
sufficient number of shares for us to achieve our investment objectives.

The success of
our offering, and correspondingly our ability to implement our business
strategy, is dependent upon the ability of our Dealer Manager to establish and
maintain a network of licensed securities brokers-dealers and other agents. Our
Dealer Manager has no experience selling shares on behalf of a BDC. There is
therefore no assurance that it will be able to sell a sufficient number of
shares to allow us to have adequate funds to construct a portfolio of a
sufficiently broad array of assets. If our Dealer Manager fails to perform, we
may not be able to raise adequate proceeds through our offering to implement
our investment strategy. As a result, we may be unable to achieve our
investment objectives, and investors could lose some or all of the value of
their investment.

As soon as
practicable after we have obtained the minimum offering
requirement we intend to offer to repurchase investors shares on a quarterly
basis. As a result investors will have limited opportunities to sell their
shares and, to the extent are able to sell their shares under the program you
may not be able to recover the amount of their investment in our shares.

As soon as
practicable after we have obtained the minimum offering requirement we intend
to commence tender offers to allow shareholders to tender their shares on a
quarterly basis at a price equal to 90% of the offering price on the date of
repurchase. As proposed, the share repurchase program will include numerous
restrictions that limit shareholders ability to sell their shares. We intend
to limit the number of shares repurchased pursuant to our proposed share
repurchase program as follows: (1) we currently intend to limit the number of
shares repurchased during any calendar year to the number of shares we can
repurchase with the proceeds we receive from the sale of shares of our common
stock under our distribution reinvestment plan (at the discretion of our board
of directors, we may also use cash on hand, cash available from borrowings and
cash from liquidation of securities investments as of the end of the applicable
period to repurchase shares); (2) we do not expect to repurchase shares in any
calendar year in excess of 10% of the weighted average number of shares
outstanding in the prior calendar year, or 2.5% in any quarter; and (3) to the
extent that the number of shares tendered to us for repurchase exceeds the
number of shares that we are able to purchase, we will repurchase shares on a
pro rata basis, not on a first-come, first-served basis. Further, we will have
no obligation to repurchase shares if the repurchase would violate applicable
restrictions on distributions under federal or Maryland law that prohibit
distributions that would cause a corporation to fail to meet statutory tests of
solvency. These limits may prevent us from accommodating all repurchase
requests made in any year. Our board of directors may amend, suspend or
terminate the repurchase program upon 30 days notice. We will notify you of
such developments (1) in our quarterly reports or (2) by means of a separate
mailing to you, accompanied by disclosure in a current or periodic report under
the Exchange Act. During this offering, we will also include this information
in a prospectus supplement or post-effective amendment to the registration
statement, as then required under federal securities laws. In addition,
although we have adopted a share repurchase program, we have discretion to not
repurchase your shares, to suspend the plan, and to cease repurchases. Further,
the plan has many limitations and should not be relied upon as a method to sell
shares promptly and at a desired price.

The timing of our
repurchase offers pursuant to our share repurchase program may be at a time
that is disadvantageous to our stockholders.

When we make
quarterly repurchase offers pursuant to the share repurchase program, we may
offer to repurchase shares at a price that is lower than the price investors
paid for shares in our offering. As a result, to the extent shareholders have
the ability to sell their shares to us as part of our share repurchase program,
the price at which they may sell their shares, which we expect to be 90% of the
offering price on the date of repurchase under ordinary conditions, may be
lower than what they paid in connection with their purchase of shares in our
offering.

In addition,
shareholders who choose to participate in our share repurchase program will be
required to provide us with notice of their intent to participate prior to
knowing what the net asset value per share will be on the repurchase date.
Although shareholders will have the ability to withdraw their repurchase
request prior to the repurchase date, to the extent shareholders seek to sell
their shares to us as part of our periodic share repurchase program, they will
be required to do so without knowledge of what the repurchase price of our
shares will be on the repurchase date.

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We may be unable to
invest a significant portion of the net proceeds of our offering on acceptable
terms in the timeframe contemplated by this prospectus.

Delays in
investing the net proceeds of our offering may impair our performance. We
cannot assure you that we will be able to identify any investments that meet our
investment objectives or that any investment that we make will produce a
positive return. We may be unable to invest the net proceeds of our offering on
acceptable terms within the time period that we anticipate or at all, which
could harm our financial condition and operating results.

In addition,
even if we are able to raise significant proceeds, we will not be permitted to
use such proceeds to co-invest with certain entities affiliated with our
Adviser in transactions originated by our Adviser unless we first obtain an
exemptive order from the SEC. We have applied for exemptive orders, and the SEC
has granted exemptive relief for co-investments to other BDCs in the past.
However, there can be no assurance that we will obtain such relief.

We anticipate
that, depending on market conditions, it may take us several months before we
have raised sufficient funds to make any investments or to invest the proceeds
of our offering in securities meeting our investment objectives and providing
sufficient diversification of our portfolio. During this period, we will invest
the net proceeds of our offering primarily in cash, cash equivalents, U.S.
government securities, repurchase agreements and high-quality debt instruments
maturing in one year or less from the time of investment, which may produce
returns that are significantly lower than the returns which we expect to
achieve when our portfolio is fully invested in securities meeting our
investment objectives. As a result, any distributions that we pay during this period
may be substantially lower than the distributions that we may be able to pay
when our portfolio is fully invested in securities meeting our investment
objectives.

Your interest in us
will be diluted if we issue additional shares, which could reduce the overall
value of your investment.

Potential
investors in our offering do not have preemptive rights to any shares we issue
in the future. Pursuant to our charter, a majority of our entire board of
directors may amend our charter to increase the number of our authorized shares
of stock without stockholder approval. After investors purchase in our
offering, our board may elect to sell additional shares in this or future
public offerings, issue equity interests in private offerings or issue
share-based awards to our independent directors or to employees of our Adviser
or Administrator. To the extent we issue additional equity interests after
investors purchase in our offering, their percentage ownership interest in us
will be diluted. In addition, depending upon the terms and pricing of any
additional offerings and the value of our investments, they may also experience
dilution in the book value and fair value of their shares.

Distribution
Reinvestment Plan will dilute the interest of those who do not Opt-in.

We currently
have a dividend re-investment plan that requires participants to Opt-in to
re-invest dividends paid. For those investors who do not Opt-in to the
dividend re-investment plan their interest in the company will be diluted over
time, relative to those investors who do Opt-in to have their distributions
used to purchase additional shares of our common stock.

We may issue
preferred stock as a means to access additional capital, which could adversely
affect common shareholders and subject us to specific regulation under the
Company Act.

We may issue
preferred stock as a means to increase flexibility in structuring future
financings and acquisitions. However, preferred stock has rights and
preferences that would adversely affect the holders of common stock, including
preferences as to cash distributions and preferences upon the liquidation or
dissolution of the Company. As well, every issuance of preferred stock will be
required to comply with the requirements of the 1940 Act. The 1940 Act requires,
among other things, that (1) immediately after issuance and before any
distribution is made with respect to our common stock and before any purchase
of common stock is made, such preferred stock together with all other senior
securities must not exceed an amount equal to 50% of our total assets after
deducting the amount of such distribution or purchase price, as the case may
be, and (2) the holders of shares of preferred stock, if any are issued, must
be entitled as a class to elect two directors at all times and to elect a
majority of the directors if distributions on such preferred stock are in
arrears by two years or more. Certain matters under the Company Act require the
separate vote of the holders of any issued and outstanding preferred stock.

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Certain provisions
of our charter and bylaws as well as provisions of the Maryland General
Corporation Law could deter takeover attempts and have an adverse impact on the
value of our common stock.

Our charter
and bylaws, as well as certain statutory and regulatory requirements, contain
certain provisions that may have the effect of discouraging a third party from
attempting to acquire us. Under the Maryland General Corporation Law, control
shares acquired in a control share acquisition have no voting rights except
to the extent approved by a vote of two-thirds of the votes entitled to be cast
on the matter, excluding shares owned by the acquirer, by officers or by
employees who are directors of the corporation. Our bylaws contain a provision
exempting from the Control Share Acquisition Act under the Maryland General
Corporation Law any and all acquisitions by any person of our shares of stock.
Our board may amend the bylaws to remove that exemption in whole or in part
without stockholder approval. The Control Share Acquisition Act (if we amend
our bylaws to be subject to that Act) may discourage others from trying to
acquire control of us and increase the difficulty of consummating any offer.
Under the Maryland General Corporation Law, specified business combinations,
including certain mergers, consolidations, issuances of equity securities and
other transactions, between a Maryland corporation and any person who owns 10%
or more of the voting power of the corporations outstanding voting stock, and
certain other parties, (each an interested stockholder), or an affiliate of
the interested stockholder, are prohibited for five years after the most recent
date on which the interested stockholder becomes an interested stockholder.
Thereafter any of the specified business combinations must be approved by a
super majority vote of the stockholders unless, among other conditions, the
corporations common stockholders receive a minimum price for their shares. See
Description of Our SecuritiesBusiness Combinations.

Under the
Maryland General Corporation Law, certain statutory provisions permit a
corporation that is subject to the Exchange Act and that has at least three
outside directors to be subject to certain corporate governance provisions that
may be inconsistent with the corporations charter and bylaws. Among other
provisions, a board of directors may classify itself without the vote of
stockholders. Further, the board of directors, by electing into certain
statutory provisions and notwithstanding any contrary provision in the charter
or bylaws, may (i) provide that a special meeting of stockholders will be
called only at the request of stockholders entitled to cast at least a majority
of the votes entitled to be cast at the meeting, (ii) reserve for itself the
right to fix the number of directors, and (iii) retain for itself the exclusive
power to fill vacancies created by the death, removal or resignation of a
director. A corporation may be prohibited by its charter or by resolution of
its board of directors from electing any of the provisions of the statute. We
are not prohibited from implementing any or all of the statute.

Additionally,
our board of directors may, without stockholder action, authorize the issuance
of shares of stock in one or more classes or series, including preferred stock;
and our board of directors may, without stockholder action, amend our charter
to increase the aggregate number of shares of stock or the number of shares of
stock of any class or series that we have authority to issue. These
anti-takeover provisions may inhibit a change of control in circumstances that
could give the holders of our common stock the opportunity to realize a premium
over the value of our common stock.

Federal Income Tax Risks

We may be subject to
certain corporate-level taxes regardless of whether we continue to qualify as a
RIC

To obtain and
maintain RIC tax treatment under the Code, we must meet the following annual
distribution, income source and asset diversification requirements. See
Material U.S. Federal Income Tax Considerations.

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The annual
 distribution requirement for a RIC will be satisfied if we distribute to our
 stockholders on an annual basis at least 90% of our net ordinary income and
 realized net short-term capital gain in excess of realized net long-term
 capital loss, if any. We will be subject to corporate-level U.S. federal
 income tax on any of our undistributed income or gain. Additionally, we will
 be subject to a 4% nondeductible federal excise tax to the extent that we do
 not satisfy certain additional minimum distribution requirements on a
 calendar-year basis. Because we may use debt financing, we are subject to an
 asset coverage ratio requirement under the Company Act and may in the future
 become subject to certain financial covenants under loan and credit
 agreements that could, under certain circumstances, restrict us from making
 distributions necessary to satisfy the distribution requirement. If we are
 unable to obtain cash from other sources, we could fail to qualify for RIC
 tax treatment and thus become subject to corporate-level income tax.

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|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The income
 source requirement will be satisfied if we obtain at least 90% of our gross
 income for each year from dividends, interest, gains from the sale of stock
 or securities or similar sources.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | The asset
 diversification requirement will be satisfied if we meet certain asset
 diversification requirements at the end of each quarter of our taxable year.
 To satisfy this requirement, at least 50% of the value of our assets must
 consist of cash, cash equivalents, U.S. Government securities, securities of
 other RICs, and other securities; if such other securities of any one issuer
 do not represent more than 5% of the value of our assets or more than 10% of
 the outstanding voting securities of the issuer, and no more than 25% of the
 value of our assets can be invested in the securities, other than U.S.
 government securities or securities of other RICs, of one issuer, of two or
 more issuers that are controlled, as determined under applicable Code rules,
 by us and that are engaged in the same or similar or related trades or
 businesses or of certain qualified publicly-traded partnerships. Failure to
 meet these requirements may result in our having to dispose of certain
 investments quickly in order to prevent the loss of RIC status. Because most
 of our investments will be in private companies, and therefore will be
 relatively illiquid, any such dispositions could be made at disadvantageous
 prices and could result in substantial losses.

If we fail to
qualify for or maintain RIC tax treatment for any reason and are subject to
corporate income tax, the resulting corporate taxes could substantially reduce
our net assets, the amount of income available for distribution and the amount
of our distributions. We may also be subject to certain U.S. federal excise
taxes, as well as state, local and foreign taxes.

We may have
difficulty paying our required distributions if we recognize income before or
without receiving cash representing such income.

For federal
income tax purposes, we may be required to recognize taxable income in
circumstances in which we do not receive a corresponding payment in cash. For
example, if we hold debt obligations that are treated under applicable tax
rules as having original issue discount (such as debt instruments with
payment-in-kind (PIK) interest, or issued with warrants, or, in certain
cases, with increasing interest rates), we must include in income each year a
portion of the original issue discount that accrues over the life of the
obligation, regardless of whether cash representing such income is received by
us in the same taxable year. We may also have to include in income other
amounts that we have not yet received in cash, such as deferred loan origination
fees that are paid after origination of the loan or are paid in non-cash
compensation such as warrants or stock. We anticipate that a portion of our
income may constitute original issue discount or other income required to be
included in taxable income prior to receipt of cash. Further, we may elect to
amortize market discounts and include such amounts in our taxable income in the
current year, instead of upon disposition, as an election not to do so would
limit our ability to deduct interest expenses for tax purposes.

Because any
original issue discount or other amounts accrued will be included in our
investment company taxable income for the year of the accrual, we may be
required to make a distribution to our stockholders in order to satisfy the
annual distribution requirement, even though we will not have received any
corresponding cash amount. As a result, we may have difficulty meeting the
annual distribution requirement necessary to obtain and maintain RIC tax
treatment under the Code. We may have to sell some of our investments at times
and/or at prices we would not consider advantageous, raise additional debt or
equity capital or forgo new investment opportunities for this purpose. If we
are not able to obtain cash from other sources, we may fail to qualify for RIC
tax treatment and thus become subject to corporate-level income tax. For
additional discussion regarding the tax implications of a RIC, see Material
U.S. Federal Income Tax ConsiderationsTaxation as a Regulated Investment
Company.

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Shareholders may
receive shares of our common stock as distributions, which could result in
adverse tax consequences to them.

In order to
satisfy the annual distribution requirement applicable to RICs, we may have the
ability to declare a large portion of a distribution in shares of our common
stock instead of in cash. As long as a portion of such distribution is paid in
cash (which portion can be as low as 10% for our taxable years ending on or
before December 31) and certain requirements are met, the entire distribution
to the extent of our current and accumulated earnings and profits would be a
dividend for U.S. federal income tax purposes. As a result, a stockholder would
be taxed on the entire distribution in the same manner as a cash distribution, even
though a portion of the distribution was paid in shares of our common stock.

Shareholders may
have current tax liability on distributions you elect to reinvest in our common
stock but would not receive cash from such distributions to pay such tax liability.

If
shareholders participate in our distribution reinvestment plan, they will be
deemed to have received, and for U.S. federal income tax purposes will be taxed
on, the amount reinvested in our common stock to the extent the amount
reinvested was not a tax-free return of capital. As a result, unless they are a
tax-exempt entity, they may have to use funds from other sources to pay their
tax liability on the value of our common stock received from the distribution.

If we do not qualify
as a publicly offered regulated investment company, as defined in the Code,
shareholders will be taxed as though they received a distribution of some of
our expenses.

A publicly
offered regulated investment company is a regulated investment company whose
shares are either (i) continuously offered pursuant to a public offering, (ii)
regularly traded on an established securities market or (iii) held by at least
500 persons at all times during the taxable year. If we are not a publicly
offered regulated investment company for any period, a non-corporate
shareholders pro rata portion of our affected expenses, including our
management fees, will be treated as an additional distribution to the
shareholder and will be deductible by such shareholder only to the extent
permitted under the limitations described below. For non-corporate
shareholders, including individuals, trusts, and estates, significant
limitations generally apply to the deductibility of certain expenses of a
non-publicly offered regulated investment company, including advisory fees. In
particular, these expenses, referred to as miscellaneous itemized deductions,
are deductible to an individual only to the extent they exceed 2% of such a
shareholders adjusted gross income, and are not deductible for alternative minimum
tax purposes. While we anticipate that we will constitute a publicly offered
regulated investment company after our first tax year, there can be no
assurance that we will in fact so qualify for any of our taxable years.

|         |                          
|-------- | -------------------------
|Item 1B. | Unresolved Staff Comments

There
are no unresolved comments at this time.

|        |           
|------- | ----------
|Item 2. | Properties

We
do not own any real estate or other physical properties materially important to
our operation. We believe that the office facilities of the Advisor are suitable
and adequate for our business as it is contemplated to be conducted.

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|        |                  
|------- | -----------------
|Item 3. | Legal Proceedings

None
of us, our Advisors or our Administrator, is currently subject to any material
legal proceedings, nor, to our knowledge, is any material legal proceeding
threatened against us, or against our Advisors or Administrator. From time to
time, we, our Advisors or Administrator may be a party to certain legal
proceedings in the ordinary course of, or incidental to the normal course of,
our business, including the enforcement of our rights under contracts with our
portfolio companies. While we cannot predict the outcome of these legal
proceedings with certainty, we do not expect that these proceedings will have a
material adverse effect on our results of operations or financial condition.

|        |                        
|------- | -----------------------
|Item 4. | Mine Safety Disclosures

Not
applicable.

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PART II

|        |                                                                                                             
|------- | ------------------------------------------------------------------------------------------------------------
|Item 5. | Market for Registrants Common
Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Market Information

There is no
established public trading market for our common stock, and we do not expect
one to develop. Therefore, there is a risk that a shareholder may not be able
to sell our stock at a time or price acceptable to the shareholder, or at all.

Continuous
Public Offering of Common Stock

We
are currently selling our shares of common stock on a continuous basis. On June
14, 2011, our company filed our Registration Statement with the SEC to register
our Offering. The Registration Statement was declared effective by the SEC on
September 4, 2012 and our company commenced its Offering. Our most recent post-effective
amendment to our Registration was filed with the SEC on November 1, 2013 and
declared effective by the SEC on November 14, 2013.

Pursuant
to the offering, we will sell our shares on a continuous basis at an initial
offering price of $15 per share. If our net asset value per share increases by
more than 10% from our net asset value per share as of the previous closing
(which we have determined to be material), we will sell at a price necessary to
ensure that shares are not sold at a price per share, after deduction of the
sales load, which is below our net asset value per share. Therefore, persons
who subscribe for shares of our common stock in our offering must submit
subscriptions for a certain dollar amount, rather than a number of shares of
common stock and, as a result, may receive fractional shares of our common
stock. In connection with each closing of sales of our shares in our offering,
our board of directors or a committee thereof is required within 48 hours of
the time of such closing, to make the determination that we are not selling
shares of our common stock at a price which, after deducting the sales load, is
below our then current net asset value per share. The board of directors or a
committee thereof will consider the following factors, among others, in making
such determination:

|  |                                                                                                                                                                                                                                                                                                                                                                                           
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The net
asset value per share of our common stock disclosed in the most recent
periodic report we filed with the SEC;                                                                                                                                                                                                                                                                     
|  |                                                                                                                                                                                                                                                                                                                                                                                           
| | Our
managements assessment of whether any material change in our net asset value
per share has occurred (including through the realization of net gains on the
sale of our portfolio investments) from the period beginning on the date of
the most recently disclosed net asset value per share to the period ending
two days prior to the date of the closing; and                     
|  |                                                                                                                                                                                                                                                                                                                                                                                           
| | The
magnitude of the difference between the net asset value per share disclosed
in the most recent periodic report we filed with the SEC and our managements
assessment of any material change in the net asset value per share since the
date of the most recently disclosed net asset value per share, and the
offering price of the shares of our common stock at the date of closing.

Importantly,
this determination does not require that we calculate net asset value per share
in connection with each closing and sale of shares of our common stock, but
instead it involves the determination by the board of directors or a committee
thereof that, at the time at which the closing and sale is made, we are not
selling shares of our common stock at a price which, after deducting the sales
load, is materially below the then current net asset value per share.

Moreover,
to the extent that there is even a remote possibility that we may (i) issue
shares of our common stock at a price which, after deducting the sales load, is
materially below the then current net asset value per share of our common stock
at the time at which the closing and sale is made or (ii) trigger the
undertaking (which we provided to the SEC in the registration statement to
which this prospectus is a part) to suspend the offering of shares of our
common stock pursuant to this prospectus if our net asset value per share
fluctuates by certain amounts in certain circumstances until the prospectus is
amended, our board of directors or a committee thereof will elect, in the case
of clause (i) above, either to postpone the closing until such time that there
is no longer the possibility of the occurrence of such event or to undertake to
determine net asset value per share within two days prior to any such sale to
ensure that such sale will not be at a price which, after deducting the sales
load, is materially below our then current net asset value per share, and, in
the case of clause (ii) above, to comply with such undertaking or to undertake
to determine net asset value per share to ensure that such undertaking has not
been triggered.

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As
of December 31, 2013, 26,593 shares were outstanding, 14,815 of which are
held by our Adviser, Triton Pacific Adviser. Except for the shares held by the
Adviser, all shares, and all proceeds received from the sale of shares, are
currently held in escrow. Set forth below is a chart that presents the use of
proceeds from the Offering since we commenced our Offering on September 4,
2012.

|                                       |  |                              |        |        |   |         |  
|-------------------------------------- |  | ---------------------------- | ------ | ------ | - | ------- | -
|                                       |  | Year ended
December 31, 2013 |       
|                                       |  | Shares                       |        | Amount |  
|Gross
Proceeds from Offering           |  |                              | 26,593 |        | $ | 360,003 |  
|Commissions
and Marketing Support Fees |  |                              |        |        |   | (1,000  | )
|Reinvestment
of Distributions          |  |                              |        |        |   |         |  
|Net Proceeds
to Company                |  |                              | 26,593 |        | $ | 359,003 |  
|Average Net
Proceeds Per Share         |  | $13.50                       |       

Holders

Set forth
below is a chart describing the single class of our securities outstanding as
of March 24, 2014:

|               |  |                   |                |                                      |  |                                                        |  |  |           | 
|-------------- |  | ----------------- | -------------- | ------------------------------------ |  | ------------------------------------------------------ |  |  | --------- | 
|(1)            |  | (2)               |                | (3)                                  |  | (4)                                                    | 
|Title of
Class |  | Amount
Authorized |                | Amount Held by Us or
for Our Account |  | Amount Outstanding
Exclusive of Amount
Under Column(3) | 
|Common Stock   |  |                   | 20,000,000,000 |                                      |  |                                                       |  |  | 80,530.55 | 

As
of March 24, 2014, we had twenty-six record holders of our common stock.
No shares of our common stock have been authorized for issuance under any
equity compensation plan and all shares, and all proceeds received from the
sale of shares, are currently held in escrow (except those held by our Adviser.)

Recent Sales of Unregistered Securities

There
were no sales of unregistered securities in the year ended December 31,
2013.

Distributions

No
distributions authorized, declared or paid for the year ended December 31,
2013.

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

Our
distributions may exceed our earnings, especially during the period before we
have substantially invested the proceeds from our offering. As a result, a
portion of the distributions we make may represent a return of capital for tax
purposes.

From
time to time and not less than quarterly, our Adviser will be required to
review our accounts to determine whether distributions are appropriate. We
shall distribute pro rata to our stockholders funds received by us which our
Adviser deems unnecessary for us to retain.

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To
obtain and maintain RIC tax treatment, we must, among other things, distribute
at least 90% of our net ordinary income and realized net short-term capital
gain in excess of realized net long-term capital loss, if any. In order to
avoid certain excise taxes imposed on RICs, we currently intend to distribute,
or be deemed to distribute, during each calendar year an amount at least equal
to the sum of (1) 98% of our net ordinary income for the calendar year, (2) 98%
of our capital gain in excess of capital loss for the one-year period ending on
October 31 of the calendar year and (3) any net ordinary income and net capital
gain for preceding years that were not distributed during such years and on
which we paid no U.S. federal income tax. We can offer no assurance that we
will achieve results that will permit the payment of any distributions and, if
we issue senior securities, we will be prohibited from paying distributions if
doing so causes us to fail to maintain the asset coverage ratios stipulated by
the Company Act or if distributions are limited by the terms of any of our
borrowings.

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

We
intend to use newly issued shares to implement the plan. The number of shares
we will issue to you is determined by dividing the total dollar amount of the
distribution payable to you by a price equal to 95% of the price that the
shares are sold in the offering on such monthly closing date or such price as
is otherwise determined as provided above.

There
will be no sales load or other sales charges to you if you elect to participate
in the distribution reinvestment plan. We will pay our Administrators fees for
its services with respect to the plan.

If
you receive distributions in the form of stock, you generally are subject to
the same federal, state and local tax consequences as you would be had you
elected to receive your distributions in cash. Your basis for determining gain
or loss upon the sale of stock received in a distribution from us will be equal
to the total dollar amount of the distribution payable in cash. Any stock
received in a distribution will have a holding period for tax purposes
commencing on the day following the day on which the shares are credited to
your account.

|        |                        
|------- | -----------------------
|Item 6. | Selected Financial Data

The
following selected financial data for the year ended December 31, 2013,
and for the period from April 29, 2011, (Inception) to December 31, 2012
is derived from our consolidated financial statements. The following selected
financial data for Triton Pacific Investment Company, Inc. should be read in
conjunction with Item 7.Managements Discussion and Analysis of
Financial Condition and Results of Operations and Item 8. Financial
Statements and Supplementary Data included elsewhere in this report. The U.S.
dollar amounts are presented in thousands, except for per share data.

|                                                                           |  |                                                           |       |                                                            |   |        |  
|-------------------------------------------------------------------------- |  | --------------------------------------------------------- | ----- | ---------------------------------------------------------- | - | ------ | -
|                                                                           |  | Year Ended
December 31, 2013                              |       | Period from
April 29, 2011
(Inception)to December 31,
2012 |  
|                                                                           |  | (U.S. dollar amounts in thousands, except
per share data) |      
|Statement of operations data:                                              |  |                                                           |       |                                                            |   |        |  
|Operating
expenses                                                         |  |                                                           |       |                                                            |   |        |  
|Total operating expenses                                                   |  |                                                           | (326  | )                                                          |   | (80    | )
|Waiver of management fees                                                  |  |                                                           | 15    |                                                            |   |       |  
|Expense Reimbursement from sponsor                                         |  |                                                           | 391   |                                                            |   |       |  
|Net income (loss)                                                          |  |                                                           | 80    |                                                            |   | (80    | )
|Net increase
(decrease) in net assets resulting from operations            |  |                                                           | 80    |                                                            |   | (80    | )
|Per share data:                                                            |  |                                                           |       |                                                            |   |        |  
|Net income
(loss) - basic(1)                                               |  | $                                                         | 7.47  |                                                            | $ | (16.03 | )
|Net income
(loss) - diluted(1)                                             |  | $                                                         | 6.81  |                                                            | $ | (16.03 | )
|Net increase
(decrease) in net assets resulting from operationsbasic(1)   |  | $                                                         | 7.47  |                                                            | $ | (16.03 | )
|Net increase
(decrease) in net assets resulting from operationsdiluted(1) |  | $                                                         | 6.81  |                                                            | $ | (16.03 | )
|Balance sheet data:                                                        |  |                                                           |       |                                                            |   |        |  
|Total assets                                                               |  | $                                                         | 1,329 |                                                            | $ | 532    |  
|Total net
assets                                                           |  | $                                                         | 200   |                                                            | $ | 22     |  

|    |                                                                                                   
|--- | --------------------------------------------------------------------------------------------------
|(1) | The per
share data was derived by using the weighted average shares outstanding
during the period.

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|        |                                                                                                                                      
|------- | -------------------------------------------------------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and
Analysis of Financial Condition and Results of Operations Statement Regarding
Forward-Looking Information

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

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

Forward-Looking
Statements

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

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

Such
forward-looking statements may include statements preceded by, followed by or
that otherwise include the words trend, opportunity, pipeline, believe,
comfortable, expect, anticipate, current, intention, estimate,
position, assume, potential, outlook, continue, remain, maintain,
sustain, seek, achieve, and similar expressions, or future or conditional
verbs such as will, would, should, could, may, or similar
expressions. The forward looking statements contained in this quarterly report
involve risks and uncertainties. Our actual results could differ materially
from those implied or expressed in the forward-looking statements for any
reason, including the factors set forth as Risk Factors in this annual report
on Form 10-K and in our last post-effective, amended registration statement
filed on form N-2 dated November 1, 2013, filed with the Securities and
Exchange Commission (the SEC) on November 1, 2013.

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

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Overview

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

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

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

We
intend to offer for sale a maximum of 20,000,000 shares of common stock at an
initial price of $15 per share, on a best efforts basis pursuant to a
registration statement on Form N-2 filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the Offering). On September
4, 2012 our registration statement was declared effective by the SEC. On
November 1, 2013 we filed our most recent post-effective amendment to our
registration statement which was declared effective by the SEC on November
14,2013. The Company issued 7,500 shares of its common stock to Triton Pacific
Adviser in exchange for gross proceeds of $101,250. On July 26, 2013, the
Company issued an additional 7,315 shares of its common stock to Triton Pacific
Adviser by converting $98,750 of its liability for funds advanced by the
Adviser for Deferred Offering Costs.

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

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

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

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

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

Our
Adviser has engaged Sound Point Capital Management, L.P. to act as our
investment sub-adviser. Sound Point will assist our Adviser with identifying,
evaluating, negotiating and structuring debt investments and will make
investment recommendations for approval by our Adviser. Sound Point is a
registered investment adviser under the Advisers Act and had in excess of $4.1
billion in regulatory assets under management as of December 31, 2013. Sound
Point is not an affiliate of us or our Adviser and does not own any of our
shares.

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

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

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

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

Revenues

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

Expenses

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

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

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

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

Reimbursement of TFA Associates, LLC for
Administrative Services

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

Portfolio and Investment Activity

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

The
following table summarizes the amortized cost and the fair value of investments
and cash and cash equivalents as of December 31, 2013:

|                           |  |               |    |                    |  |            |   |                    |    |  |  |       |  
|-------------------------- |  | ------------- | -- | ------------------ |  | ---------- | - | ------------------ | -- |  |  | ----- | -
|                           |  | AmortizedCost |    | Percentageof Total |  | Fair Value |   | Percentageof Total |   
|Cash and
 Cash Equivalents |  | $             | 85 |                    |  | 100.0      | % | $                  | 85 |  |  | 100.0 | %
|Total                      |  | $             | 85 |                    |  | 100.0      | % | $                  | 85 |  |  | 100.0 | %

As
of December 31, 2013, as no investments have been made, there is no data on
portfolio weighted average yield or interest rates.

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

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

Results of Operations

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

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Operating
results for the years ended December 31, 2013 and 2012 are as follows:

|                                                      |  |                                        |         |                                        |   |         |  
|----------------------------------------------------- |  | -------------------------------------- | ------- | -------------------------------------- | - | ------- | -
|                                                      |  | For the year ended 
 December 31, 2013 |         | For the year ended 
 December 31, 2012 |  
|Total investment income
 (loss)                       |  | $                                      |        |                                        | $ |        |  
|Total expenses, net                                   |  |                                        | (79,733 | )                                      |   | 79,733  |  
|Net investment income
 (loss)                         |  |                                        | 79,733  |                                        |   | (79,733 | )
|Net realized gains (losses)                           |  |                                        |        |                                        |   |        |  
|Net unrealized gains
 (losses)                        |  |                                        |        |                                        |   |        |  
|Net decrease in net assets
 resulting from operations |  | $                                      | 79,733  |                                        | $ | (79,733 | )

Investment Income

For
the years ended December 31, 2013 and 2013, there was no investment income as
no portfolio investments have been made.

Operating Expenses

Total
operating expenses before reimbursement from the sponsor and management fee waiver
totaled $326,442 for the year ended December 31, 2013, and consisted of base
management fees, adviser and administrator reimbursements, professional fees,
insurance expense, directors fees and other general and administrative fees.
The base management fees for the year were $14,935 and no incentive fee was
incurred for the quarter. Triton Pacific Adviser has waived its base management
fee for the year ended December 31, 2013, thus removing the expense for the
base management fee. Pursuant to the Expense Reimbursement Agreement (discussed
below), the sponsor reimbursed the Company $391,240 for the year ended December
31, 2013.

Total
operating expenses totaled $79,733 for the year ended December 31, 2012, and
consisted of base management fees, administrator reimbursements, professional
fees, insurance expenses, directors fees and other general and administrative
fees. The base management fees for the period were $3,291 and no incentive fee
was incurred for the quarter. Triton Pacific Adviser has waived its base
management fee for the year ended December 31, 2012, thus removing the expense
for the base management fee.

Net Realized
Gains/Losses from Investments

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

During
the years ended December 31, 2013 and 2012, there were no realized gains or
losses.

Net Unrealized Appreciation/Depreciation
on Investments

Net
change in unrealized appreciation on investments reflects the net change in the
fair value of our investment portfolio. For the years ended December 31, 2013
and 2012, there were no unrealized gains or losses.

Changes in Net
Assets from Operations

For
the year ended December 31, 2013, we recorded a net income of $79,733 versus a
net loss of $79,733 for the year ended December 31, 2012.

Based
on 10,675 and 11,713 weighted average common shares outstanding for the year
ended December 31, 2013, basic and diluted, respectively, our per share net
increase in net assets resulting from operations was $7.47 and $6.81,
respectively, for the year ended December 31, 2013.

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Based
on 4,973 weighted average common shares outstanding for the year ended December
31, 2012, our per share net decrease in net assets, basic and diluted,
resulting from operations was $16.03 for the year ended December 31, 2012.

Financial Condition, Liquidity and Capital
Resources

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

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

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

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

Contractual Obligations

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

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

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

Off-Balance Sheet Arrangements

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

Distributions

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

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

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

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

No
distributions were declared for the years ended December 31, 2013 and 2012.

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Related Party Transactions

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

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

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

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

We
have entered into an expense support and conditional reimbursement agreement
with Triton Pacific Adviser pursuant to which the Adviser will pay up to 100%
of the Companys operating expenses in order for the Company to achieve a
reasonable level of expenses relative to its investment income, as determined
by the Company and the Adviser our Adviser has agreed to make advances to us to
cover certain of our operating expenses. (See Expense Reimbursement
Agreement, below)

Management Fee

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

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

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

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

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

Expense Reimbursement
Agreement

On
March 27, 2014, the Company and its Adviser agreed to an Expense Support and
Conditional Reimbursement Agreement (the Expense Reimbursement Agreement).
Under the Expense Reimbursement Agreement, the Adviser will pay up to 100% of
the Companys operating expenses in order for the Company to achieve a reasonable
level of expenses relative to its investment income (referred to as the
Operating Expense Objective), as determined by the Company and the Adviser.
As used in the Expense Reimbursement Agreement, operating expenses refer to
third party operating costs and expenses incurred by the Company, as determined
under generally accepted accounting principles for investment management
companies. The Expense Reimbursement Agreement states that until the net
proceeds to the Company from its offering are at least $25 million, the Adviser
will pay up to 100% of the Companys operating expenses in order for the
Company to achieve the Operating Expense Objective. After the Company has
received at least $25 million in net proceeds from its offering, the Adviser
may, with the Companys consent, continue to make expense support payments to
the Company in order for the Company to continue to meet the Operating Expense
Objective. Any expense support payments shall be paid by the Adviser to the
Company in any combination of cash, and/or offsets against amounts otherwise
due from the Company to the Adviser.

Under
the Expense Reimbursement Agreement, once the Company has received at least $25
million in net proceeds from its offering, the Company is required to reimburse
the Adviser for any expense support payments it received from the Adviser once
the Company has achieved the Operating Expense Objective, as determined by the
Company and the Adviser. Any unreimbursed expense support payments may be
reimbursed by the Company within a period not to exceed three years from the
date each respective expense support payment is made.

The
Company or the Adviser may terminate the Expense Reimbursement Agreement at any
time upon thirty days written notice. The Expense Reimbursement Agreement will
automatically terminate upon termination of the Investment Advisory Agreement
or upon the Companys liquidation or dissolution.

The
Expense Reimbursement Agreement is, by its terms, effective retroactively to
the Companys inception date of April 29, 2011. As a result, the Adviser has,
as of December 31, 2013, made expense support payments to the Company totaling
$391,240, which is recorded as a receivable from the Sponsor.

Critical Accounting Policies

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

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Valuation of
Investments

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

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

|   |                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Each
 portfolio company or investment will be valued by our Adviser, potentially
 with assistance from one or more independent valuation firms engaged by our
 board of directors;                                                      
|   |                                                                                                                                                                                                                                         
|2. | the
 independent valuation firm, if involved, will conduct independent appraisals
 and make an independent assessment of the value of each investment;                                                                                  
|   |                                                                                                                                                                                                                                         
|3. | the audit
 committee of our board of directors will review and discusses the preliminary
 valuation prepared by our Adviser and that of the independent valuation firm,
 if any; and                                                    
|   |                                                                                                                                                                                                                                         
|4. | the board of
 directors will discuss the valuations and determine the fair value of each
 investment in our portfolio in good faith based on the input of our Adviser,
 the independent valuation firm, if any, and the audit committee.

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

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

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

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

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

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

Revenue Recognition

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

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

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

Payment-in-Kind
Interest

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

Organization and
Offering Expenses

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

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Federal Income Taxes

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

Recent Developments

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

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

|         |                                                            
|-------- | -----------------------------------------------------------
|Item 7A. | Quantitative and Qualitative
 Disclosures About Market Risk

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

|        |                                              
|------- | ---------------------------------------------
|Item 8. | Financial Statements and
 Supplementary Data.

Index
to Financial Statements

|                                                        |  |     
|------------------------------------------------------- |  | ----
|                                                        |  | Page
|                                                        |  |     
|Report of Independent Registered Public Accounting Firm |  | 56  
|Statements of Financial Position                        |  | 57  
|Statements of Operations                                |  | 58  
|Statements of Changes in Net Assets                     |  | 59  
|Statements of Cash Flows                                |  | 60  
|Notes to Condensed Financial Statements                 |  | 61  

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REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
the Board of Directors andStockholders of Triton Pacific Investment Corporation, Inc.

We
have audited the accompanying Statements of Financial Position of Triton Pacific Investment Corporation, Inc. (a Maryland corporation in the development
stage) (the “Company”) as of December 31, 2013 and 2012, and the related statements of operations, changes in net
assets, and cash flows for the periods then ended. Triton Pacific Investment Corporation, Inc.’s management is responsible
for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Triton
Pacific Investment Corporation, Inc. as of December 31, 2013 and 2012, and the results of its operations and its cash flows for
the periods then ended in conformity with accounting principles generally accepted in the United States of America.

|/s/FGMK,
    LLC         
|-------------------------
|                         
|Bannockburn,
    Illinois
|                         
|March
    31, 2014       



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TRITON PACIFIC INVESTMENT CORPORATION, INC.
STATEMENTS OF FINANCIAL POSITION
DECEMBER 31, 2013 AND 2012

|                                                  |  |                   |           |                   |   |         |  
|------------------------------------------------- |  | ----------------- | --------- | ----------------- | - | ------- | -
|                                                  |  | December 31
 2013 |           | December 31
 2012 |  
|ASSETS                                           
|CURRENT ASSETS                                    |  |                   |           |                   |   |         |  
|Cash                                              |  | $                 | 85        |                   | $ | 8,321   |  
|Restricted cash (see Note 1)                      |  |                   | 160,000   |                   |   |        |  
|Prepaid expenses                                  |  |                   | 1,445     |                   |   | 1,215   |  
|Reimbursement due from Sponsor                    |  |                   | 391,240   |                   |   |        |  
|Equipment                                         |  |                   |          |                   |   | 1,248   |  
|Deferred offering costs                           |  |                   | 775,858   |                   |   | 521,641 |  
|                                                  |  |                   |           |                   |   |         |  
|                                                  |  | $                 | 1,328,628 |                   | $ | 532,425 |  
|                                                  |  |                   |           |                   |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY             
|                                                  |  |                   |           |                   |   |         |  
|LIABILITIES                                       |  |                   |           |                   |   |         |  
|Accounts payable and accrued liabilities          |  | $                 | 244,475   |                   | $ | 230,288 |  
|Due to related parties                            |  |                   | 724,150   |                   |   | 280,620 |  
|                                                  |  |                   |           |                   |   |         |  
|                                                  |  |                   | 968,625   |                   |   | 510,908 |  
|                                                  |  |                   |           |                   |   |         |  
|COMMON SHARES HELD IN ESCROW
 (see Note 1)        |  |                   | 160,000   |                   |   |        |  
|                                                  |  |                   |           |                   |   |         |  
|NET ASSETS                                        |  |                   |           |                   |   |         |  
|Common stock, $0.001 par value,                   |  |                   |           |                   |   |         |  
|75,000,000 shares authorized,                     |  |                   |           |                   |   |         |  
|14,815 shares issued and outstanding              |  |                   | 15        |                   |   | 7       |  
|Additional paid-in capital                        |  |                   | 199,988   |                   |   | 101,243 |  
|Accumulated deficit during the development
 stage |  |                   |          |                   |   | (79,733 | )
|                                                  |  |                   |           |                   |   |         |  
|                                                  |  |                   | 200,003   |                   |   | 21,517  |  
|                                                  |  |                   |           |                   |   |         |  
|                                                  |  | $                 | 1,328,628 |                   | $ | 532,425 |  

The accompanying notes are an integral part of these statements.

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TRITON PACIFIC INVESTMENT CORPORATION, INC.
STATEMENTS OF OPERATIONS
PERIODS ENDED DECEMBER 31, 2013 AND 2012

|                                                      |  |                                |          |                                |   |                                                                   |   |   |          |  
|----------------------------------------------------- |  | ------------------------------ | -------- | ------------------------------ | - | ----------------------------------------------------------------- | - | - | -------- | -
|                                                      |  |                                |          |                                |   |                                                                   |   |   |          |  
|                                                      |  | Year Ended
 December 31,
 2013 |          | Year Ended
 December 31,
 2012 |   | April 29, 2011
 (Date of
 Inception)
 Through
 December 31,
 2013 |  
|                                                      |  |                                |          |                                |   |                                                                   |   |   |          |  
|INVESTMENT INCOME                                     |  | $                              |         |                                | $ |                                                                  |   | $ |         |  
|                                                      |  |                                |          |                                |   |                                                                   |   |   |          |  
|OPERATING EXPENSES                                    |  |                                |          |                                |   |                                                                   |   |   |          |  
|Board fees                                            |  |                                | 94,500   |                                |   | 46,500                                                            |   |   | 141,000  |  
|Administrator expense                                 |  |                                | 87,326   |                                |   |                                                                  |   |   | 87,326   |  
|Professional fees                                     |  |                                | 72,375   |                                |   | 23,302                                                            |   |   | 95,677   |  
|Management fees                                       |  |                                | 14,935   |                                |   | 3,291                                                             |   |   | 18,226   |  
|Organizational expense                                |  |                                | 47,458   |                                |   |                                                                  |   |   | 47,458   |  
|Other operating expenses                              |  |                                | 9,848    |                                |   | 9,931                                                             |   |   | 19,779   |  
|                                                      |  |                                |          |                                |   |                                                                   |   |   |          |  
|Total operating expenses                              |  |                                | 326,442  |                                |   | 83,024                                                            |   |   | 409,466  |  
|                                                      |  |                                |          |                                |   |                                                                   |   |   |          |  
|Waiver of management fees                             |  |                                | (14,935  | )                              |   | (3,291                                                            | ) |   | (18,226  | )
|Expense reimbursement from sponsor                    |  |                                | (391,240 | )                              |   |                                                                  |   |   | (391,240 | )
|                                                      |  |                                |          |                                |   |                                                                   |   |   |          |  
|Net expenses                                          |  |                                | (79,733  | )                              |   | 79,733                                                            |   |   |         |  
|                                                      |  |                                |          |                                |   |                                                                   |   |   |          |  
|NET INCOME (LOSS)                                     |  | $                              | 79,733   |                                | $ | (79,733                                                           | ) | $ |         |  
|                                                      |  |                                |          |                                |   |                                                                   |   |   |          |  
|PER SHARE INFORMATION                                 |  |                                |          |                                |   |                                                                   |   |   |          |  
|Net income (loss) per share - basic                   |  | $                              | 7.47     |                                | $ | (16.03                                                            | ) | $ |         |  
|Net income (loss) per share - diluted                 |  | $                              | 6.81     |                                | $ | (16.03                                                            | ) | $ |         |  
|                                                      |  |                                |          |                                |   |                                                                   |   |   |          |  
|Weighted average common shares outstanding
 - basic   |  |                                | 10,675   |                                |   | 4,973                                                             |   |   | 6,229    |  
|Weighted average common shares outstanding
 - diluted |  |                                | 11,713   |                                |   | 4,973                                                             |   |   | 5,843    |  

The accompanying notes are an integral part of these statements.

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TRITON PACIFIC INVESTMENT CORPORATION, INC.STATEMENTS OF CHANGES IN NET ASSETS
PERIODS ENDED DECEMBER 31, 2013 AND 2012

|                                                                     |  |                                        |         |                                        |   |         |  
|-------------------------------------------------------------------- |  | -------------------------------------- | ------- | -------------------------------------- | - | ------- | -
|                                                                     |  | For the
 Year Ended December 31,
 2013 |         | For the
 Year Ended December 31,
 2012 |  
|Operations                                                           |  |                                        |         |                                        |   |         |  
|Net income (loss)                                                    |  | $                                      | 79,733  |                                        | $ | (79,733 | )
|Net changes
 in Net Assets resulting from operations                 |  |                                        | 79,733  |                                        |   | (79,733 | )
|Capital share transactions                                           |  |                                        |         |                                        |   |         |  
|Issuance of common stock                                             |  |                                        | 98,753  |                                        |   | 101,250 |  
|Net changes
 in Net Assets resulting from capital share transactions |  |                                        | 98,753  |                                        |   | 101,250 |  
|                                                                     |  |                                        |         |                                        |   |         |  
|Total
 changes in Net Assets                                         |  |                                        | 178,486 |                                        |   | 21,517  |  
|Net Assets
 at beginning of year                                     |  |                                        | 21,517  |                                        |   |        |  
|Net Assets
 at end of year                                           |  | $                                      | 200,003 |                                        | $ | 21,517  |  

The accompanying notes are an integral part of these statements.

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TRITON PACIFIC INVESTMENT CORPORATION, INC.
STATEMENTS OF CASH FLOWS
PERIODS ENDED DECEMBER 31, 2013 AND 2012

|                                                        |  |                                |          |                                |   |                                                                   |   |   |          |  
|------------------------------------------------------- |  | ------------------------------ | -------- | ------------------------------ | - | ----------------------------------------------------------------- | - | - | -------- | -
|                                                        |  | Year Ended
 December 31,
 2013 |          | Year Ended
 December 31,
 2012 |   | April 29, 2011
 (Date of
 Inception)
 Through
 December 31,
 2013 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                    |  |                                |          |                                |   |                                                                   |   |   |          |  
|Net income (loss)                                       |  | $                              | 79,733   |                                | $ | (79,733                                                           | ) | $ |         |  
|Adjustments to reconcile net income (loss)
 to net cash |  |                                |          |                                |   |                                                                   |   |   |          |  
|provided (used in) by operating activities              |  |                                |          |                                |   |                                                                   |   |   |          |  
|Depreciation and amortization                           |  |                                | 1,248    |                                |   | 1,247                                                             |   |   | 2,495    |  
|Change in assets and liabilities                        |  |                                |          |                                |   |                                                                   |   |   |          |  
|Prepaid expenses                                        |  |                                | (230     | )                              |   | (1,215                                                            | ) |   | (1,445   | )
|Reimbursement due from sponsor                          |  |                                | (391,240 | )                              |   |                                                                  |   |   | (391,240 | )
|Accounts payable                                        |  |                                | 14,187   |                                |   | 5,288                                                             |   |   | 19,475   |  
|Accrued expenses                                        |  |                                | 300,972  |                                |   | 46,500                                                            |   |   | 347,472  |  
|NET CASH PROVIDED (USED IN) BY OPERATING ACTIVITIES     |  |                                | 4,670    |                                |   | (27,913                                                           | ) |   | (23,243  | )
|                                                        |  |                                |          |                                |   |                                                                   |   |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                    |  |                                |          |                                |   |                                                                   |   |   |          |  
|Purchase of software                                    |  |                                |         |                                |   | (2,495                                                            | ) |   | (2,495   | )
|NET CASH USED IN INVESTING ACTIVITIES                   |  |                                |         |                                |   | (2,495                                                            | ) |   | (2,495   | )
|                                                        |  |                                |          |                                |   |                                                                   |   |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                    |  |                                |          |                                |   |                                                                   |   |   |          |  
|Issuance of common stock                                |  |                                |         |                                |   | 101,250                                                           |   |   | 101,250  |  
|Deferred offering costs                                 |  |                                | (12,906  | )                              |   | (62,521                                                           | ) |   | (75,427  | )
|NET CASH PROVIDED BY FINANCING ACTIVITIES               |  |                                | (12,906  | )                              |   | 38,729                                                            |   |   | 25,823   |  
|                                                        |  |                                |          |                                |   |                                                                   |   |   |          |  
|                                                        |  |                                |          |                                |   |                                                                   |   |   |          |  
|NET CHANGE IN CASH                                      |  |                                | (8,236   | )                              |   | 8,321                                                             |   |   | 85       |  
|                                                        |  |                                |          |                                |   |                                                                   |   |   |          |  
|CASH - BEGINNING OF PERIOD                              |  | $                              | 8,321    |                                | $ |                                                                  |   | $ |         |  
|                                                        |  |                                |          |                                |   |                                                                   |   |   |          |  
|CASH - END OF PERIOD                                    |  | $                              | 85       |                                | $ | 8,321                                                             |   | $ | 85       |  
|                                                        |  |                                |          |                                |   |                                                                   |   |   |          |  
|Supplemental schedule of non-cash investing
 activities |  |                                |          |                                |   |                                                                   |   |   |          |  
|Deferred offering costs funded by
 affiliates           |  | $                              | 287,768  |                                | $ | 234,120                                                           |   | $ | 521,888  |  
|Deferred offering costs in accrued expenses             |  | $                              |         |                                | $ | 225,000                                                           |   | $ | 225,000  |  
|Conversion of accounts payable to equity                |  | $                              | 98,753   |                                | $ |                                                                  |   | $ | 98,753   |  

The accompanying notes are an integral part
of these statements.

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TRITON PACIFIC INVESTMENT CORPORATION, INC.
NOTES TO THE FINANCIAL STATEMENTS

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

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

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

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

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

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

Basis
 of Presentation. These financial
 statements have been prepared in accordance with accounting principles
 generally accepted in the United States of America, (GAAP.) The
 accompanying financial statements of the Company and related financial
 information have been prepared pursuant to the requirements for reporting on
 Form 10-K and articles 6 or 10 of Regulation S-X.

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

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

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Restricted
 Cash and Common Shares Held in Escrow. Until
 such time as the escrow agreement terms are met, cash from share purchases is
 restricted and such equity purchased is held outside of permanent equity
 until the escrow is released. During the escrow period, the Company will
 maintain cash balances that may exceed federally insured limits.

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

Depreciation. Equipment is recorded at cost. Depreciation is computed using the
 straight-line method based on the estimated useful lives of the related
 assets. Property and equipment are reviewed for impairment when events or
 changes in circumstances indicate that the carrying amount of the assets may
 not be recoverable. There were no impairment charges from inception through
 December 31, 2013.

Recent
 Accounting Pronouncements. In June 2013, the FASB
 issued ASU 2013-08, Financial
 Services  Investment Companies (ASC Topic 946)(ASU
 2013-08), which affects the scope, measurement and disclosure requirements
 for investment companies under GAAP. ASU 2013-08 contains new guidance on
 assessing whether an entity is an investment company, requiring
 non-controlling ownership interest in investment companies to be measured at
 fair value and requiring certain additional disclosures. This guidance is
 effective for interim and annual reporting periods beginning on or after
 December 15, 2013. The Company does not expect ASU 2013-08 to have a material
 impact on the Companys financial position or disclosures.

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

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

NOTE 2  RELATED PARTY TRANSACTIONS AND ARRANGEMENTS

Triton Pacific Adviser, LLC and TFA Associates, LLC and their
 affiliates will receive compensation and reimbursement for services relating
 to our offering and the investment and management of its assets. All of the
 Companys outstanding common stock is owned by the Adviser as of December 31,
 2013.

The Company will compensate the Adviser for investment services per
 an Investment Adviser Agreement (Agreement), approved by the Companys
 directors, calculated as the sum of (1) base management fee, calculated
 quarterly at 0.5% of the Companys average gross assets payable quarterly in
 arrears, and (2) an incentive fee upon capital gains determined and payable
 in arrears as of the end of each quarter or upon liquidation of the Company
 or upon termination of Agreement at 20% of Companys realized capital gains,
 as defined. The Agreement expires July 2014 and may continue automatically
 for successive annual periods, as approved by the Company. The Adviser has
 advanced the Company $155,934 for registration and organization expenditures
 and operating expenses as of December 31, 2013 and converted $98,753 of this
 into capital on July 26, 2013. This net amount of $57,181 is expected to be
 repaid from the proceeds of the Offering.

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All management fees earned by the Adviser through December 31, 2013
 were waived by the Adviser.

The Company will compensate TFA Associates, LLC for administration
 services per an Administration Agreement for costs and expenses incurred with
 the administration and operation of the Company. Such agreement expires July
 2014 and may continue automatically for successive annual periods, as
 approved by the Company. The Company has incurred $87,326 in administration
 fees as of December 31, 2013, and these fees have been reimbursed from the
 Sponsor pursuant to the Expense Support and Conditional Reimbursement
 Agreement (Expense Reimbursement Agreement) discussed below.

Triton Pacific Capital Partners, LLC has advanced the Company
 $397,347, as of December 31, 2013 for registration and organization
 expenditures and operating expenses. To the extent these costs exceed the
 amount owed due to the Expense Reimbursement Agreement, the excess will be
 repaid from the proceeds of the offering, which is included in due to related
 parties on the statement of financial condition.

Triton Pacific Securities, LLC, the Dealer Manager, has advanced the
 Company $40,296 as of December 31, 2013 for offering expenditures. An
 additional $1,000 was owed to Triton Pacific Securities for Dealer Manager
 Fees as of December 31, 2013. This amount is expected to be repaid from the
 proceeds of the Offering.

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

Director fees of $141,000 have been accrued through December 31,
 2013. The Board has indicated a potential willingness to continue accruing
 these fees during the development stage of the Company.

Expense
Reimbursement Agreement

On March 27, 2014, the Company and its Sponsor agreed to an Expense
 Reimbursement Agreement. Under the Expense Reimbursement Agreement, the
 Sponsor will pay up to 100% of the Companys operating expenses in order for
 the Company to achieve a reasonable level of expenses relative to its
 investment income (referred to as the Operating Expense Objective), as
 determined by the Company and the Sponsor. As used in the Expense Reimbursement
 Agreement, operating expenses refer to third party operating costs and
 expenses incurred by the Company, as determined under GAAP for investment
 management companies. The Expense Reimbursement Agreement states that until
 the net proceeds to the Company from its offering are at least $25 million,
 the Sponsor, or its affiliates, will pay up to 100% of the Companys
 operating expenses in order for the Company to achieve the Operating Expense
 Objective. After the Company has received at least $25 million in net
 proceeds from its offering, the Sponsor may, with the Companys consent,
 continue to make expense support payments to the Company in order for the
 Company to continue to meet the Operating Expense Objective. Any expense
 support payments shall be paid by the Sponsor, or its affiliates, to the
 Company in any combination of cash, and/or offsets against amounts otherwise
 due from the Company to the Sponsor, or its affiliates.

Under the Expense Reimbursement Agreement, once the Company has
 received at least $25 million in net proceeds from its offering, the Company
 is required to reimburse the Sponsor, or its affiliates, for any expense
 support payments it received from the Sponsor, or its affiliates, once the
 Company has achieved the Operating Expense Objective, as determined by the
 Company and the Sponsor. Any unreimbursed expense support payments may be
 reimbursed by the Company within a period not to exceed three years from the
 date each respective expense support payment is made.

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The Company or the Adviser may terminate the Expense Reimbursement
 Agreement at any time upon thirty days written notice. The Expense
 Reimbursement Agreement will automatically terminate upon termination of the
 Investment Advisory Agreement or upon the Companys liquidation or
 dissolution.

The Expense Reimbursement Agreement is, by its terms, effective
 retroactively to the Companys inception date of April 29, 2011. $391,240 has
 been recorded as a receivable pursuant to the Expense Reimbursement
 Agreement.

NOTE 3  LIABILITIES

Liabilities
 are broken down as follows:

|                                         |  |                   |         |                   |   |         | 
|---------------------------------------- |  | ----------------- | ------- | ----------------- | - | ------- | 
|                                         |  | December 31, 2013 |         | December 31, 2012 |  
|Accounts payable and accrued liabilities |  |                   |         |                   |   |         | 
|Legal                                    |  | $                 | 225,000 |                   | $ | 225,000 | 
|Professional                             |  |                   | 19,475  |                   |   | 5,288   | 
|                                         |  |                   |         |                   |   |         | 
|                                         |  |                   | 244,475 |                   |   | 230,288 | 
|                                         |  |                   |         |                   |   |         | 
|Due to
 Related Parties                  |  |                   |         |                   |   |         | 
|Legal                                    |  |                   | 204,191 |                   |   | 143,191 | 
|Licenses, fees and registration expenses |  |                   | 95,603  |                   |   | 63,660  | 
|Board expenses                           |  |                   | 141,000 |                   |   | 46,500  | 
|Administrative expenses                  |  |                   | 87,326  |                   |   |        | 
|Issuer and underwriting costs            |  |                   | 196,030 |                   |   | 27,269  | 
|                                         |  |                   |         |                   |   |         | 
|                                         |  |                   | 724,150 |                   |   | 280,620 | 
|                                         |  |                   |         |                   |   |         | 
|                                         |  | $                 | 968,625 |                   | $ | 510,908 | 

As of December 31, 2013, before the offset, approximately 77% of
 these liabilities were advanced for Deferred Offering Costs with the balance
 advanced for covering the operating expenses of the Company.

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

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NOTE 4  PER SHARE INFORMATION

The
 following table sets forth the components used in the computation of basic
 and diluted income per share:

|                                                      |  |                                |        |                                |   |         |  
|----------------------------------------------------- |  | ------------------------------ | ------ | ------------------------------ | - | ------- | -
|                                                      |  | Year Ended
 December 31,
 2013 |        | Year Ended
 December 31,
 2012 |  
|Numerator:                                            |  |                                |        |                                |   |         |  
|Net income (loss)                                     |  | $                              | 79,733 |                                | $ | (79,733 | )
|                                                      |  |                                |        |                                |   |         |  
|Denominator:                                          |  |                                |        |                                |   |         |  
|Weighted average common shares outstanding
 - basic   |  |                                | 10,675 |                                |   | 4,973   |  
|Common shares held in escrow                          |  |                                | 1,038  |                                |   |        |  
|Weighted average common shares outstanding
 - diluted |  |                                | 11,713 |                                |   | 4,973   |  
|                                                      |  |                                |        |                                |   |         |  
|Net income (loss) per share - basic                   |  | $                              | 7.47   |                                | $ | (16.03  | )
|Net income (loss) per share - diluted                 |  | $                              | 6.81   |                                | $ | (16.03  | )

The current Net Asset Value (NAV), or book value per share based on
 14,815 weighted shares outstanding is $13.50 per share as of December 31,
 2013.

NOTE 5  SUBSEQUENT EVENTS

As of March 24, 2014, the Company has sold total of 80,197 shares of
 its common stock for total proceeds of $1,164,069. This includes $200,003 in
 contributions from its Adviser. The Company sold an additional 65,382 shares
 since January 1, 2014. All shares, except the Advisers, are currently held
 in escrow.

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

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|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|Item 9. | Changes
 in and Disagreements With Accountants on Accounting and Financial Disclosure

Not
applicable.

|         |                         
|-------- | ------------------------
|Item 9A. | Controls
 and Procedures

Evaluation
of Disclosure Controls and Procedures

We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms and that such information is accumulated
and communicated to our management, including our chief executive officer and
chief financial officer, as appropriate, to allow for timely decisions
regarding required disclosure. In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

As
required by Exchange Act Rule 13(a)-15(b), we carried out an evaluation
under the supervision and with the participation of our management, including
our chief executive officer and chief financial officer, of the effectiveness
of the design and operation of our disclosure controls and procedures as of
December 31, 2013. Based on the foregoing, our chief executive officer and
chief financial officer concluded that our disclosure controls and procedures
were (a) designed to ensure that the information we are required to
disclose in our reports under the Exchange Act is recorded, processed and
reported in an accurate manner and on a timely basis and the information that
we are required to disclose in our Exchange Act reports is accumulated and
communicated to management to permit timely decisions with respect to required
disclosure and (b) operating in an effective manner.

Managements
Annual Report on Internal Control Over Financial Reporting

Our
management is responsible for establishing and maintaining adequate internal control
over financial reporting. As defined in Exchange Act Rules 13a-15(f) and
15d-15(f), internal control over financial reporting is a process designed by,
or under the supervision of, the Companys principal executive and principal
financial officers, or persons performing similar functions, and effected by
the companys board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
GAAP.

Our
internal control over financial reporting includes those policies and
procedures that:

1. Pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the Companys transactions and the dispositions of assets of the
Company;

2. Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of our management and board
of directors; and

3. Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Companys assets that could have a
material effect on the financial statements.

Because
of its inherent limitations, a system of internal control over financial
reporting can provide only reasonable assurance with respect to financial
statement preparation and presentation and may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

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In
connection with the preparation of our annual financial statements, management
has conducted an assessment of the effectiveness of our internal control over
financial reporting based on the framework set forth in Internal ControlIntegrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Managements assessment included an evaluation of the design of our
internal control over financial reporting and testing of the operational
effectiveness of those controls. Based on this evaluation, we have concluded
that, as of December 31, 2013, our internal control over financial
reporting was effective to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with U.S. generally accepted
accounting principles.

Changes
in Internal Control over Financial Reporting

During
the most recent fiscal quarter, there was no change in our internal controls
over financial reporting (as defined under Rule 13a-15(f) under the
Exchange Act) that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.

|         |                   
|-------- | ------------------
|Item 9B. | Other
 Information

On
March 27, 2014, the Company and its Adviser agreed to an Expense Support and
Conditional Reimbursement Agreement (the Expense Reimbursement Agreement)
pursuant to which the Adviser will pay up to 100% of the Companys operating
expenses in order for the Company to achieve a reasonable level of expenses
relative to its investment income. A more complete description of the Expense
Reimbursement Agreement is included in Item 7  Managements Discussion and
Analysis, commenting on page 52 of this Annual Report. The description of the Expense Reimbursement Agreement
included in this Annual Report is qualified in its entirety by reference to the Expense Reimbursement
 Agreement, filed as Exhibit 10.7 to this report, which is incorporated herein by  reference.

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PART III

|         |                                                       
|-------- | ------------------------------------------------------
|Item 10. | Directors, Executive Officers and Corporate Governance

The
information required by Item 10 is hereby incorporated by reference from the
Companys definitive Proxy Statement relating to the Companys 2014 Annual
Meeting of Stockholders, to be filed with the SEC within 120 days following the
end of the Companys fiscal year.

|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

The
information required by Item 11 is hereby incorporated by reference from the
Companys definitive Proxy Statement relating to the Companys 2014 Annual
Meeting of Stockholders, to be filed with the SEC within 120 days following the
end of the Companys fiscal year.

|         |                                                                                                
|-------- | -----------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and
 Related Shareholder Matters

The
information required by Item 12 is hereby incorporated by reference from the
Companys definitive Proxy Statement relating to the Companys 2014 Annual
Meeting of Stockholders, to be filed with the SEC within 120 days following the
end of the Companys fiscal year.

|         |                                                                         
|-------- | ------------------------------------------------------------------------
|Item 13. | Certain Relationships and Related Transactions and Director Independence

The
information required by Item 13 is hereby incorporated by reference from the
Companys definitive Proxy Statement relating to the Companys 2014 Annual
Meeting of Stockholders, to be filed with the SEC within 120 days following the
end of the Companys fiscal year.

|         |                                       
|-------- | --------------------------------------
|Item 14. | Principal Accountant Fees and Services

The
information required by Item 14 is hereby incorporated by reference from the
Companys definitive Proxy Statement relating to the Companys 2014 Annual
Meeting of Stockholders, to be filed with the SEC within 120 days following the
end of the Companys fiscal year.

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PART IV

|         |                                           
|-------- | ------------------------------------------
|Item 15. | Exhibits and Financial Statement Schedules

|   |                                                                                           |     
|-- | ----------------------------------------------------------------------------------------- | ----
|a. | The
 following financial statements are filed as part of this report in Part II,
 Item 8: |     
|   |                                                                                           | Page
|   | Report of
 Independent Registered Public Accounting Firm                                  | 56  
|   | Statements of
 Financial Position                                                         | 57  
|   | Statements
 of Operations                                                                 | 58  
|   | Statements of Changes in Net Assets                                                       | 59  
|   | Statements of Cash Flows                                                                  | 60  
|   | Notes to
 Condensed Financial Statements                                                  | 61  

|     |                                                                                                                                                                                                                                                                                                                                                                  
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|b.   | No financial
 statement schedules are being filed because the required information is not
 applicable or is presented in the consolidated financial statements or notes.                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                  
|c.   | The following
 exhibits are filed or incorporated as part of this report.                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                  
|3.1  | Forth
 Articles of Amendment and Restatement of Triton Pacific Investment
 Corporation.(Incorporated by reference to
 the Companys registration statement on Form N-2 (File No. 333-174873) filed
 on November 1, 2013.)                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                  
|3.2  | Amended and
 Restated Bylaws of the Registrant. (Incorporated
 by reference to the Companys registration statement on Form N-2 (File
 No. 333-174873) filed on March 15, 2013.)                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                  
|10.1 | Form of
 Dealer Manager Agreement by and between Registrant and Triton Pacific
 Securities, LLC. (Incorporated by
 reference, Exhibit 2(H), filed with Pre-Effective Amendment No. 6 to the
 Companys registration statement on Form N-2 (File No. 333-174873) filed on
 July 8, 2013.)                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                  
|10.2 | Form of
 Participating Dealer Agreement and Participating Dealer Agreement. (Incorporated by reference to Exhibit 2(h)(2) filed
 with Amendment No. 6 to the Companys registration statement on Form N-2
 (File No. 333-167730) filed on July 8, 2013.)                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                  
|10.3 | License
 Agreement by and between Registrant and Triton Pacific Group, Inc.
 (Incorporated by reference to Exhibit 2(K) filed with Pre-Effective Amendment
 No. 1 to the Companys registration statement on Form N-2 (File
 No. 333-174873) filed on June 14, 2011.)                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                  
|10.4 | Administration
 Agreement by and between the Registrant and TFA Associates, LLC. (Incorporated by reference, Exhibit 2(K), filed
 with Pre-Effective Amendment No. 4 to the Companys registration statement on
 Form N-2 (File No. 333-174873) filed on August 20, 2012.)                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                  
|10.5 | Investment
 Advisory Agreement by and between Registrant and Triton Pacific Adviser, LLC. (Incorporated by reference to Exhibit 2(g), filed
 with Post-Effective Amendment No. 65 to the Companys registration statement
 on Form N-2 (File No. 333-174873) filed on July 8, 2013.                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                  
|10.6 | Investment
 Sub-Advisory Agreement by and between the Registrant, Triton Pacific Adviser,
 LLC and Sound Point Capital Management, LP Adviser and the Sub-Advise (Incorporated
 by reference to Exhibit 2(g)(2), filed with Post-Effective Amendment No. 7 to
 the Companys registration statement on Form N-2 (File No. 333-174873) filed
 on November 1, 2013.
|     |                                                                                                                                                                                                                                                                                                                                                                  
|10.7 | Expense
 Support and Conditional reimbursement Agreement by and between the Registrant
 and Triton Pacific Adviser, LLC (Filed herewith.)                                                                                                                                                                                                                        

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|     |                                                                                                                                                                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14.1 | Amended Code
 of Ethics of the Registrant (Incorporated
 by reference, Exhibit 2(R), filed with Pre-Effective Amendment No. 1 to the
 Companys registration statement on Form N-2 (File No. 333-174873) filed on
 August 29, 2011.)
|     |                                                                                                                                                                                                                                     
|31.1 | Certification
 of Chief Executive Officer of Triton Pacific Investment Incorporation.,
 Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002. (Filed
 herewith.)                       
|     |                                                                                                                                                                                                                                     
|31.2 | Certification
 of Chief Financial Officer of Triton Pacific Investment Corporation.,
 Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the
 Sarbanes-Oxley Act of 2002. (Filed
 herewith.)                         
|     |                                                                                                                                                                                                                                     
|32.1 | Certification
 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
 Sarbanes-Oxley Act of 2002.                                                                                                           

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, on the 31st
day of March 2014.

| |                                              |                               
| | -------------------------------------------- | ------------------------------
| | TRITON
 PACIFIC INVESTMENT CORPORATION, INC.
| |                                              |                               
| | By:                                          | /s/ Craig J. Faggen           
| |                                              | CRAIG
 J. FAGGEN              
| |                                              | Chief
 Executive Officer      
| |                                              | (Principal
 Executive Officer)
| |                                              |                               
| | By:                                          | /s/ Michael L. Carroll        
| |                                              | MICHAEL
 L. CARROLL           
| |                                              | Chief Financial Officer       
| |                                              | (Principal
 Financial Officer)

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

|                       |  |                                             |  |                
|---------------------- |  | ------------------------------------------- |  | ---------------
|Signature              |  | Title                                       |  | Date           
|                       |  |                                             |  |                
|/s/ Craig J.
 Faggen   |  | Director and
 Chairman of the Board and CEO |  | March 31,
 2014
|Craig J.
 Faggen       |  |                                             | 
|                       |  |                                             |  |                
|/s/ Ivan
 Faggen       |  | Director                                    |  | March 31,
 2014
|Ivan
 Faggen           |  |                                             |  |                
|                       |  |                                             |  |                
|/s/ Ronald
 Ruther     |  | Independent
 Director                       |  | March 31,
 2014
|Ronald
 Ruther         |  |                                             |  |                
|                       |  |                                             |  |                
|/s/ William
 Pruitt    |  | Independent
 Director                       |  | March 31,
 2014
|William
 Pruitt        |  |                                             |  |                
|                       |  |                                             |  |                
|/s/ Marshall
 Goldberg |  | Independent
 Director                       |  | March 31,
 2014
|Marshall
 Goldberg     |  |                                             |  |                

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