CERTIFICATION BY
CHIEF FINANCIAL OFFICER

Exhibit 31.2

Certification of Chief Financial Officer
of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a)

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

1) I have reviewed this
annual report on Form 10-K of Triton Pacific Investment Corporation, Inc. (the
Company);

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

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

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

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

b)
designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

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

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

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

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

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

Date: March 31, 2014

| |                                | 
| | ------------------------------ | 
| | /s/ Michael L. Carroll         | 
| | Michael L. Carroll             | 
| | Chief Financial Officer        | 
| | (Principal Financial
 Officer) | 

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