Table of Contents

---

---

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, 2012                                          

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

---



Table of Contents

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. There were no shares held by non-affiliates as
of June 30, 2012 (the last business day of the registrants most recently
completed second fiscal quarter.)

As of March 29, 2013,
there were 7,500 shares of the registrants common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE


Portions of the registrants
definitive Proxy Statement relating to the Registrants 2012 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.


---

---



Table of Contents

|           |          |                                                                                                                |      |   
|---------- | -------- | -------------------------------------------------------------------------------------------------------------- | ---- | --
|           |          |                                                                                                                | Page
|Part I.    |          |                                                                                                               
|          
|           |          | Statement
 Regarding Forward Looking Information                                                               |      | 1 
|           | Item 1.  | Business                                                                                                       |      | 1 
|           | Item 1A. | Risk
 Factors                                                                                                  |      | 18
|           | Item 1B. | Unresolved
 Staff Comments                                                                                     |      | 38
|           | Item 2.  | Properties                                                                                                     |      | 38
|           | Item 3.  | Legal
 Proceedings                                                                                             |      | 38
|           | Item 4.  | Mine
 Safety Disclosures                                                                                       |      | 38
|           |          |                                                                                                                |      |   
|Part II.   |          |                                                                                                               
|          
|           | Item 5.  | Market
 for Registrants Common Equity, Related Shareholder Matters and Issuer
 Purchases of Equity Securities |      | 39
|           | Item 6.  | Selected
 Financial Data                                                                                       |      | 41
|           | Item 7.  | Managements
 Discussion and Analysis of Financial Condition and Results of Operations                         |      | 42
|           | Item 7A. | Quantitative
 and Qualitative Disclosures About Market Risk                                                    |      | 53
|           | Item 8.  | Financial
 Statements and Supplementary Data                                                                   |      | 53
|           | Item 9.  | Changes
 in and Disagreements With Accountants on Accounting and Financial Disclosure                          |      | 62
|           | Item 9A. | Controls
 and Procedures                                                                                       |      | 62
|           | Item 9B. | Other
 Information                                                                                             |      | 63
|           |          |                                                                                                                |      |   
|Part III.  |          |                                                                                                               
|          
|           | Item 10. | Directors,
 Executive Officers and Corporate Governance                                                        |      | 63
|           | Item 11. | Executive
 Compensation                                                                                        |      | 63
|           | Item 12. | Security
 Ownership of Certain Beneficial Owners and Management and Related Shareholder
 Matters               |      | 63
|           | Item 13. | Certain
 Relationships and Related Transactions and Director Independence                                      |      | 63
|           | Item 14. | Principal
 Accountant Fees and Services                                                                        |      | 63
|           |          |                                                                                                                |      |   
|Part IV.   |          |                                                                                                               
|          
|           | Item 15. | Exhibits,
 Financial Statement Schedules                                                                       |      | 64
|           |          |                                                                                                                |      |   
|Signatures |          | 65                                                                                                            



---



Table of Contents

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. We will primarily make debt and equity investments
in small to mid-sized private U.S. companies either alone or together with
other private equity sponsors. Our investment objective is to generate current
income and long term capital appreciation. On completion of this offering, we
will be an externally managed, closed-end, non-diversified management
investment company that has elected to be treated as a business development
company under the Investment Company Act of 1940, as amended. 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.

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).

On September 4, 2012 our
prospectus was declared effective by the Securities and Exchange Commission
(SEC). The Company issued 7,500 shares of its common stock to Triton Pacific
Adviser in exchange for gross proceeds of $101,250.

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;
| |  
| | - | Leveraging the experience and expertise of our Adviser and its affiliates in sourcing, evaluating and structuring transactions;

1

---



Table of Contents

| |   |                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | 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 will 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 this offering and subject to subsequent changes in our
capital base, we expect that our private equity investments will generally
range between $1 million and $25 million per portfolio company, although this
range may change at 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, syndicated loan opportunities,
high quality debt securities, and other public and private yield-oriented debt
and equity securities, directly and through sub-advisers.

We will generally source our
private equity investments through third party intermediaries. 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
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 have stated terms of three to
seven years and any subordinated investments that we make generally 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
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 Business Development
Company (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
may seek exemptive orders for investments and there is no assurance that such
exemptions would be granted if requested, and in either instance conflicts of
interests with affiliates of our Adviser might exist (see Risk Factors in
Item 1A of this report). 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 Company Act and in a manner that will
not jeopardize our status as a BDC or RIC.

2

---



Table of Contents

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.

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 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.

Our
board of directors includes a majority of independent directors and will
oversee and monitor the activities of our Adviser as well as our investment
portfolio and performance and will annually review the compensation paid to our
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.

Our Market Opportunity

We
will generally target domestic companies for private equity investments with
revenues from $10 to $250 million and EBITDA (earnings before interest taxes
depreciation and amortization) between $1.0 and $25 million. This segment of
the market represents a large majority of the private businesses in the United
States, accounting for 31% of U.S. gross domestic product and 20% of the US
work force (representing 23 million working Americans)*. 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 in 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 the desire to
retire.

|  |                                                                             | 
|- | --------------------------------------------------------------------------- | 
|  |                                                                             | 
|* | U.S. Census Bureau: 2007 County Business Patterns and 2007 Economic Census.

3

---



Table of Contents

We
find that companies in the lower middle market have historically been poorly
and inefficiently served by the capital markets. The recent banking and
financial crisis has further limited access to credit throughout the economy,
particularly affecting lower middle market companies, which have become even
more constrained in their ability to access either debt or equity from the few
sources previously available. We believe that this relative decline in
competition has created a compelling opportunity for a well-capitalized
specialty financial services company with experience in investing in small to
mid-size companies. The current market dynamics will drive higher quality deals
to companies such as ours and will 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.

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 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. Although, in many cases, the loan
documents governing these securities provide for an interest rate floor.

Business Strategy and Competitive
Advantage

Focus on
Basic Businesses within the Lower Middle Market.Our private equity investments will primarily
consist of small to mid-sized private U.S. businesses described above. We
believe that these companies are often overlooked by larger private equity
firms and funds and have less access to the capital markets than their larger
competitors. This creates an opportunity to make investments in these companies
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 industries,
including healthcare services, software and IT, business services, consumer
products, specialty finance, light manufacturing, logistics and value-added
distribution.

Employ
disciplined underwriting policies and rigorous portfolio management.Our Adviser has developed an extensive
underwriting and due diligence process for private equity investments which
includes a review of the competitive position, financial performance, industry
dynamics, and growth opportunity for each potential portfolio company. In
addition, we will seek to invest with management teams or other private equity
sponsors who have proven capabilities in building value.

Equity
Investment Opportunities. For equity investments, we will seek to identify companies with solid
management and untapped potential that can 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, management resources and a more sophisticated
operating infrastructure to take the company to the next level. We believe that
these companies, led by appropriately motivated and incentivized management
teams, can be vehicles for creating substantial value through accelerated
growth and operational improvements.

Opportunistic
Debt Investments (Attractive Yield with Reduced Risk).We will seek to identify attractive debt
investments that capitalize on our Advisers areas of expertise within the
lower middle market. These investments will generally be structured to generate
meaningful current cash flow for us while also permitting us to participate in
value creation through, for example, equity participation rights. These
investments will be senior to equity in the capital structure, thereby reducing
risk.

4

---



Table of Contents

High Yield Corporate Debt.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.

Value
Added Management.When
making an investment, we will attempt to leverage our Advisers operational and
financial expertise to strengthen portfolio company management teams and assist
companies to achieve their full potential. For equity investments, we will
employ our Advisers Value Enhancement Program to further develop the corporate
infrastructure of portfolio companies with a view to accelerating and enhancing
their exit readiness. Our value enhancement program takes a company through a
four-step process of development towards a targeted exit strategy. These
include the Strategic Planning Process, Preparing the Business for Rapid
Growth, Accelerated Growth and Value Maximization & Realization. This
strategy has often resulted in a short-term reduction in a companys earnings
and cash flow while their sales catch up with the costs associated with more
robust infrastructure that we help put in place to support rapid growth. The
intended result 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
for a larger company in its market, in either instance an attractive target for
a larger private equity fund or a strategic corporate buyer.

Leverage
the experience and expertise of our Adviser.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 investment opportunities
in the lower middle market for institutional and individual investors and a
broad array of capital resources to mature middle market companies.

Capitalize
on our Advisers strong relationships and market reputation. We believe that our Adviser will benefit
from its association with Triton Pacific Group, Inc. and TPCP which have an
extensive network of relationships and specialize in dealing with the lower
middle market.

Industry
Experts.It is our
intent to utilize 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 investments that fall within their areas of expertise.

Strong
Deal Flow.We believe
that our Adviser will have strong deal flow as a result of extensive TPCPs
relationships with numerous transaction brokers and small financial
intermediaries as well as its strong reputation in its market space.

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 this offering, our Administrator
has contracted with Bank of New York Mellon and affiliated entities to provide
additional compliance and administrative services, while we have directly
engaged Bank of New York Mellon and affiliated entities to act as our
custodian.

5

---



Table of Contents

We anticipate making private
equity investments from the proceeds of this 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.

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.

The initial members of our
management team will be Craig Faggen, who will serve as our chief executive
officer and chairman of the board; and Michael Carroll, who will serve as our
chief financial officer and secretary. Mr. Faggen is also an officer of our
Adviser and Messrs. Faggen and Carroll are also officers of our Administrator.

6

---



Table of Contents

Our Adviser

Our Adviser is a Delaware
limited liability company and is registered as an investment adviser under the
Advisers Act. Our Adviser is majority owned by Triton Pacific affiliates, which
are controlled by Mr. Faggen. We expect that Mr. Faggen will be the principal
officer of the Adviser.

Mr. Ivan Faggen; Mr. Craig
Faggen; Mr. Joseph Davis; Mr. Thomas Scott; and Mr. Sean Gjos will initially be
members of the investment committee of our Adviser.

Market opportunity

Our target market, 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).

Companies in the U.S. by Revenue*

(MESSAGE)

* Excludes companies with less than $5 million in revenues.
Source: U.S. Census Bureau: 2007 County Business Patterns and 2007 Economic Census.

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.

|  |                            | 
|- | -------------------------- | 
|  |                            | 
| | Source: Census Bureau 2007

7

---



Table of Contents

Business Strategy

Focus on Basic Businesses within the Lower Middle Market

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.

Disciplined
Underwriting and Rigorous Portfolio Management

Our Adviser will employ a
disciplined underwriting and due diligence process which will include an
extensive 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

Equity Investment
Opportunities

For equity investments, we
will seek to identify companies with solid 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.

8

---



Table of Contents

Opportunistic
Debt Investment (Attractive Yield with Reduced Risk)

We will seek to identify
attractive debt investments that capitalize on our Advisers areas of expertise
within the lower middle market. These investments will be senior to equity in
the capital structure, thereby reducing risk. In addition, our investments will
focus on long-term credit performance and principal protection. Likewise, we
will structure our loan investments on a conservative basis with high cash
yields, first and/or second lien security interests where possible, cash
origination fees, low leverage levels and strong contractual protections. Our
private equity debt investments will have strong protections, including default
penalties, information rights, board observation rights, and affirmative,
negative, and financial covenants, such as lien protection and prohibitions
against change of control. We believe these protections will reduce our risk of
loss of capital while allowing for meaningful current cash flow to investors
and some level of participation in value creation through equity participation
rights.

High Yield
Corporate Debt

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.

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. TPCP 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 an extensive network of relationships 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 investments that fall within their areas of expertise.

Strong Deal Flow

We believe that our Adviser
will have strong deal flow as a result of the strong market reputation of the
Adviser and its principals as investors and its and their extensive 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.

9

---



Table of Contents

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 Philosophy

We will focus on the
following key elements when evaluating a private equity investment opportunity

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

Solid 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 with solid
management teams in place 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.

Positive Cash Flow: We will
identify companies with a sufficient history or clear 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.

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.                                                                                                                                                                                                                                                                                                               

10

---



Table of Contents

|  |                                                                                                                    
|- | -------------------------------------------------------------------------------------------------------------------
| | 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 an investment,
each stage of the investment process presents an opportunity to create value in
the prospective investment.

Stage I - Sourcing: 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.

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 detailed due diligence, 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 a thorough 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 deep 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.

11

---



Table of Contents

Stage IV - Building Companies:
Our overall objective is to generate returns from our private equity 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 following chart) to
help companies achieve this goal.

(MESSAGE)

Regulation

Prior to the completion of
this 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.

12

---



Table of Contents

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.

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. There can be no assurance, however, that we would obtain
such exemptive relief. 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.

13

---



Table of Contents

|   |                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.

14

---



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.

15

---



Table of Contents

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.

IntroductionAs 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 PoliciesOur 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
RecordsYou 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 will be
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 will be required to certify the accuracy of the financial
 statements contained in our periodic reports;

16

---



Table of Contents

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | pursuant to
 Item 307 of Regulation S-K, our periodic reports will be 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 will be 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.

17

---



Table of Contents

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.tritonpacificinvestments.com at 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 this
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
identified specific investments that we will make with the proceeds of this
offering, and you will not have the opportunity to evaluate our investments
prior to purchasing shares of our common stock.

Neither
we nor our Adviser has identified, made or contracted to make any investments.
As a result, you 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. You 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 your ability to achieve your own personal investment objectives related
to portfolio diversification, risk-adjusted investment returns and other objectives.

18

---



Table of Contents

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. 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
in Part I, Item 1 of this report.

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.

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.

19

---



Table of Contents

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.

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, the inability of our 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 will depend on its 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 fails to maintain its 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 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.

20

---



Table of Contents

The amount and
timing of distributions are uncertain and may represent a return of capital.

We
intend to declare distributions quarterly and pay distributions on a quarterly
basis beginning as soon as practicable after we have obtained the minimum
offering requirement. We intend to make distributions to our stockholders out
of assets legally available for distribution. 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 this offering. Therefore,
portions of the distributions that we pay may represent a return of your
capital, which will lower your tax basis in your shares and reduce the amount
of funds we have for investment in targeted assets.

Nonetheless,
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. All
distributions will be paid at the discretion of our board of directors and will
depend on our earnings, our financial condition, maintenance of our RIC status,
compliance with applicable BDC regulations and such other factors as our board
of directors may deem relevant from time to time.

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.

21

---



Table of Contents

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

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.

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.

22

---



Table of Contents

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.

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 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, 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 and its 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 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 who will manage our portfolio will continue to be employed by the
Adviser or that the 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 or that we will continue to have access to its
investment professionals or its 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.

23

---



Table of Contents

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, 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 Triton Pacific Group, Inc. and its affiliates who may also be members of the
investment committee of our Adviser, manage and, following this 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 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 may face conflicts of interest
in the allocation of investment opportunities to us and such other funds.
Although our 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.

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. 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.

Many
of our portfolio investments will 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 greater use of leverage or greater
risk, but higher potential total returns. As our Adviser has agreed to waive
any incentive fee on current income to which it could have received fees 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.

24

---



Table of Contents

In
view of these factors, among other things, our board of directors is charged
with protecting our interests by monitoring how our Advisor 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 Advisors
services and portfolio decisions and performance, as well as the
appropriateness of its compensation in light of such factors.

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.

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.

25

---



Table of Contents

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.

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 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.

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.

26

---



Table of Contents

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.

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.

27

---



Table of Contents

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.

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.

28

---



Table of Contents

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.

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.

29

---



Table of Contents

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.

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.

30

---



Table of Contents

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 this 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.

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 12. 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.

31

---



Table of Contents

Risks Relating to
this 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 you 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%.

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.

This
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
this offering will not be listed on an exchange or quoted through a quotation
system for the foreseeable future, if ever. Therefore, if you purchase shares
in this 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 you 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 this 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 this 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.

32

---



Table of Contents

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 this 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.

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 this 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 Group, Inc. and will not make
an independent review of us or this offering. Accordingly, you will have to
rely on your own broker-dealer to make an independent review of the terms of
this offering. If your broker-dealer does not conduct such a review, you will
not have the benefit of an independent review of the terms of this 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.
You will not have the benefit of an independent review and investigation of
this 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, you will not have an independent
review of our performance and the value of our common stock relative to
publicly-traded companies.

33

---



Table of Contents

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 this 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 this offering
to implement our investment strategy. As a result, we may be unable to achieve
our investment objectives, and you could lose some or all of the value of your
investment.

As
soon as practicable after we have obtained the minimum offering requirement we
intend to commence tender offers to allow you to tender your 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 your ability to sell your 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 you
paid for shares in our offering. As a result, to the extent you have the
ability to sell your shares to us as part of our share repurchase program, the
price at which you may sell your shares, which we expect to be 90% of the
offering price on the date of repurchase under ordinary conditions, may be
lower than what you paid in connection with your purchase of shares in our
offering.

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

34

---



Table of Contents

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

Delays
in investing the net proceeds of this 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 this 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 may seek 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 this offering in securities meeting our investment objectives and
providing sufficient diversification of our portfolio. During this period, we
will invest the net proceeds of this 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 this 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 your purchase in this 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 your
purchase in this offering, your 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, you may also experience dilution in
the book value and fair value of your 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.

35

---



Table of Contents

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.

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.

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.

36

---



Table of Contents

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.

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

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.

37

---



Table of Contents

You 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
you participate in our distribution reinvestment plan, you 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 you are a tax-exempt
entity, you may have to use funds from other sources to pay your 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,
you will be taxed as though you 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.

|        |                  
|------- | -----------------
|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.

38

---



Table of Contents

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.

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 this 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 this 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.

39

---



Table of Contents

As of
December 31, 2012, 7,500 shares were outstanding, all held by our Adviser,
Triton Pacific Adviser. 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, 2012 |       
|                                        |  | Shares                        |        | Amount |  
|Gross
 Proceeds from Offering           |  |                               | 7,500  |        | $ | 101,250 | 
|Commissions
 and Marketing Support Fees |  |                               |        |        |   |         | 
|Reinvestment
 of Distributions          |  |                               |        |        |   |         | 
|Net Proceeds
 to Company                |  |                               | 7,500  |        | $ | 101,250 | 
|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 1, 2013:

|                |  |                    |                |                                       |  |                                                          |  |  |       | 
|--------------- |  | ------------------ | -------------- | ------------------------------------- |  | -------------------------------------------------------- |  |  | ----- | 
|(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 |                                       |  |                                                         |  |  | 7,500 | 

As of
March 1, 2013, we had one record holder of our common stock. No shares of
our common stock have been authorized for issuance under any equity
compensation plan.

Recent Sales of Unregistered Securities

There
were no sales of unregistered securities in the year ended December 31,
2012.

Distributions

No
distributions authorized, declared or paid for the year ended December 31,
2012.

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 this 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.

40

---



Table of Contents

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, 2012,
and for the period from April 29. 2011, (Inception) to December 31, 2011
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, 2012                              |        | Period from
 April 29, 2011
 (Inception)
 to December 31,
 2011 |  
|                                                                           |  | (U.S. dollar amounts in thousands, except
 per share data) |       
|Statement of operations data:                                              |  |                                                            |        |                                                                 |   |   | 
|Investment
 income                                                         |  | $                                                          |       |                                                                 | $ |  | 
|Operating
 expenses                                                        |  |                                                            |        |                                                                 |   |   | 
|Total expenses                                                             |  |                                                            | 80     |                                                                 |   |  | 
|Net investment income                                                      |  |                                                            | (80    | )                                                               |   |  | 
|Realized and
 unrealized gain                                              |  |                                                            |       |                                                                 |   |  | 
|Net decrease
 in net assets resulting from operations                      |  | $                                                          | (80    | )                                                               | $ |  | 
|Per share data:                                                            |  |                                                            |        |                                                                 |   |   | 
|Net
 investment income - basic and diluted(1)                              |  | $                                                          | (16.03 | )                                                               |   |   | 
|Net increase
 in net assets resulting from operationsbasic and diluted(1) |  | $                                                          | (16.03 | )                                                               |   |   | 
|Distributions
 declared                                                    |  | $                                                          |       |                                                                 |   |   | 
|Balance sheet data:                                                        |  |                                                            |        |                                                                 |   |   | 
|Total assets                                                               |  | $                                                          | 532    |                                                                 | $ |  | 
|Credit
 facility                                                           |  | $                                                          |       |                                                                 |   |  | 
|Total net
 assets                                                          |  | $                                                          | 22     |                                                                 | $ |  | 

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

41

---



Table of Contents

|        |                                                                                                                                      
|------- | -------------------------------------------------------------------------------------------------------------------------------------
|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 quarterly 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 quarterly 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 quarterly
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 to locate suitable investments for us and to monitor and
 administer our investments;
| |  | the ability of Triton
 Pacific Adviser, LLC and its affiliates to attract and retain highly talented
 professionals;             
| |  | our ability to qualify and
 maintain our qualification as a RIC and as a BDC; and                                                
| |  | the effect of changes in
 laws or regulations affecting our operations or to tax legislation and our
 tax position.              

Such
forward-looking statements may include statements preceded by, followed by or
that otherwise include the words trend, opportunity, pipeline, believe,
comfortable, expect, anticipate, current, intention, estimate,
position, assume, potential, outlook, continue, remain, maintain,
sustain, seek, achieve, and similar expressions, or future or conditional
verbs such as will, would, should, could, may, or similar expressions.
The forward looking statements contained in this quarterly report involve risks
and uncertainties. Our actual results could differ materially from those
implied or expressed in the forward-looking statements for any reason,
including the factors set forth as Risk Factors in our last post-effective,
amended registration statement filed on form N-2 dated March 21, 2013, filed
with the Securities and Exchange Commission (the SEC) on March 21, 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.

42

---



Table of Contents

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 Investment
Company Act of 1940, as amended. 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
primarily make debt and equity investments in small to mid-sized private U.S.
companies either alone or together with other private equity sponsors. Our
investment objective is to generate current income and long term capital
appreciation.

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

On
September 4, 2012 our prospectus 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.

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

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

We
intend to be active in both debt and equity investing. We will seek to provide
current income to our investors through our debt investments while seeking to
enhance our investors overall returns through long term capital appreciation
of our equity investments. We will 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 this 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, syndicated loan opportunities,
high quality debt securities, and other public and private yield-oriented debt
and equity securities, directly and through sub-advisers.

43

---



Table of Contents

We
will generally source our equity investments through third party intermediaries
and our debt investments primarily through other private equity groups. 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
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 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.

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 Company Act and in a manner that will
not jeopardize our status as a BDC or RIC.

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

Revenues

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

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;                                                                                  

44

---



Table of Contents

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | 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                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | 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, 2012:

|                          |  |                 |       |                      |  |            |   |                      |       |  |  |       |  
|------------------------- |  | --------------- | ----- | -------------------- |  | ---------- | - | -------------------- | ----- |  |  | ----- | -
|                          |  | Amortized
 Cost |       | Percentage
 of Total |  | Fair Value |   | Percentage
 of Total |      
|Cash and Cash Equivalents |  | $               | 8,321 |                      |  | 100.0      | % | $                    | 8,321 |  |  | 100.0 | %
|Total                     |  | $               | 8,321 |                      |  | 100.0      | % | $                    | 8,321 |  |  | 100.0 | %

As
of December 31, 2012, as no investments have been made, there is no data on
portfolio weighted average yield or interest rates.

45

---



Table of Contents

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.

Operating results for the
three and twelve months ended December 31, 2012 are as follows:

|                                                      |  |                                                   |         |                                                      |   |         |  
|----------------------------------------------------- |  | ------------------------------------------------- | ------- | ---------------------------------------------------- | - | ------- | -
|                                                      |  | For the three 
 months 
 ended
 December 31, 2012 |         | For the 
 twelve 
 months 
 ended
 December 31, 2012 |  
|Total investment income
 (loss)                       |  | $                                                 | 0       |                                                      | $ | 0       |  
|Total expenses, net                                   |  |                                                   | 43,508  |                                                      |   | 79,733  |  
|Net investment income
 (loss)                         |  |                                                   | (43,508 | )                                                    |   | (79,733 | )
|Net realized gains
 (losses)                          |  |                                                   | 0       |                                                      |   | 0       |  
|Net unrealized gains
 (losses)                        |  |                                                   | 0       |                                                      |   | 0       |  
|Net decrease in net assets
 resulting from operations |  | $                                                 | (43,508 | )                                                    | $ | (79,733 | )

Investment Income

For
the three and twelve months ended December 31, 2012, there was no investment
income as no portfolio investments have been made.

Operating Expenses

Total
operating expenses totaled $43,508 for the three months ended December 31,
2012, and consisted of base management fees, adviser and administrator
reimbursements, professional fees, insurance expense, directors fees and other
general and administrative fees. The base management fees for the quarter were
$2,577 and no incentive fee was incurred for the quarter. Triton Pacific
Adviser has waived its base management fee for the three months ended December
31, 2012, thus removing the expense for the base management fee.

Total
operating expenses totaled $79,733 for the twelve months 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 three months ended December 31, 2012, thus
removing the expense for the base management fee.

46

---



Table of Contents

Net Realized Gains/Losses from Investments

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

During
the three and twelve months ended December 31, 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 three and twelve months ended
December 31, 2012, there were no unrealized gains or losses.

Changes in Net Assets from Operations

For
the three months ended December 31, 2012, we recorded a net loss of $43,508
versus a net loss of $79,733 for the twelve months ended December 31, 2012.
Based on 7,500 and 4,973 weighted average common shares outstanding for the
three and twelve months ended December 31, 2012, respectively, our per share
net decrease in net assets resulting from operations was $5.80 for the three
months ended December 31, 2012 versus a per share net decrease in net assets
from operations of $16.03 for the twelve months ended December 31, 2012.

Financial Condition, Liquidity and Capital Resources

We
will generate cash primarily from the net proceeds of this 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.

This
is a continuous offering of our shares. We will file post-effective amendments
to the registration statement to allow us to continue this 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 this 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.

47

---



Table of Contents

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

Contractual Obligations

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

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

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

Off-Balance Sheet Arrangements

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

Distributions

We
intend to elect 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 this offering. As a result, a
portion of the distributions we make may represent a return of capital for tax
purposes.

48

---



Table of Contents

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 three months ended December 31, 2012 or for
the twelve months ended December 31, 2012.

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.

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.

49

---



Table of Contents

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

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

Critical Accounting Policies

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

Valuation of Investments

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

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

|   |                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Each portfolio company or
 investment will be valued by our Adviser, potentially with assistance from
 one or more independent valuation firms engaged by our board of directors;

50

---



Table of Contents

|   |                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.

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.

51

---



Table of Contents

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.

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.

52

---



Table of Contents

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 |  | 54  
|Statement
 of Financial Position                         |  | 55  
|Statements
 of Operations                                |  | 56  
|Statement
 of Stockholders Equity                       |  | 57  
|Statements
 of Cash Flows                                |  | 58  
|Notes
 to Condensed Financial Statements                 |  | 59  

53

---



Table of Contents

Report of Independent Registered Public Accounting
Firm

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

We
have audited the accompanying balance sheet of Triton Pacific Investment
Corporation, Inc.(a Maryland corporation in the development stage) (the
Company) as of December 31, 2012, and the related statements of operations,
stockholders equity, 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 audit.

We
conducted our audit 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 audit 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 audit provides 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, 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, IL
|March 29, 2013 

54

---



Table of Contents

TRITON PACIFIC INVESTMENT
CORPORATION, INC.
STATEMENT OF FINANCIAL POSITION
DECEMBER 31, 2012



|                                                  |  |   |         |  
|------------------------------------------------- |  | - | ------- | -
|ASSETS                                            |  |   |         |  
|CURRENT ASSETS                                    |  |   |         |  
|Cash                                              |  | $ | 8,321   |  
|Prepaid expenses                                  |  |   | 1,215   |  
|Deferred offering costs                           |  |   | 521,641 |  
|                                                  |  |   |         |  
|                                                  |  |   | 531,177 |  
|                                                  |  |   |         |  
|PROPERTY AND EQUIPMENT                            |  |   | 2,495   |  
|Less: Accumulated depreciation                    |  |   | (1,247  | )
|                                                  |  |   |         |  
|                                                  |  |   | 1,248   |  
|                                                  |  |   |         |  
|                                                  |  | $ | 532,425 |  
|                                                  |  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY              |  |   |         |  
|                                                  |  |   |         |  
|LIABILITIES                                       |  |   |         |  
|Accounts payable and accrued liabilities          |  | $ | 230,288 |  
|Due to related parties                            |  |   | 280,620 |  
|                                                  |  |   |         |  
|                                                  |  |   | 510,908 |  
|STOCKHOLDERS EQUITY                              |  |   |         |  
|Common
 stock, $0.001 par value,                  |  |   |         |  
|75,000,000 shares authorized,                     |  |   |         |  
|7,500 shares issued
 and outstanding              |  |   | 7       |  
|Additional
 paid-in capital                       |  |   | 101,243 |  
|Accumulated
 deficit during the development stage |  |   | (79,733 | )
|                                                  |  |   |         |  
|                                                  |  |   | 21,517  |  
|                                                  |  |   |         |  
|                                                  |  | $ | 532,425 |  

55

---



Table of Contents

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

|                                           |  |                                 |         |                                                                   |   |         |  
|------------------------------------------ |  | ------------------------------- | ------- | ----------------------------------------------------------------- | - | ------- | -
|                                           |  | Year
 Ended
 December 31,
 2012 |         | April 29, 2011
 (Date of
 Inception)
 Through
 December 31,
 2012 |  
|                                           |  |                                 |         |                                                                   |   |         |  
|INVESTMENT INCOME                          |  | $                               |        |                                                                   | $ |        |  
|                                           |  |                                 |         |                                                                   |   |         |  
|OPERATING EXPENSES                         |  |                                 |         |                                                                   |   |         |  
|Board fees                                 |  |                                 | 46,500  |                                                                   |   | 46,500  |  
|Professional fees                          |  |                                 | 23,302  |                                                                   |   | 23,302  |  
|Management fees                            |  |                                 | 3,291   |                                                                   |   | 3,291   |  
|Other operating expenses                   |  |                                 | 9,931   |                                                                   |   | 9,931   |  
|                                           |  |                                 |         |                                                                   |   |         |  
|Expenses before waiver of management fees  |  |                                 | 83,024  |                                                                   |   | 83,024  |  
|Waiver of management fees                  |  |                                 | (3,291  | )                                                                 |   | (3,291  | )
|                                           |  |                                 |         |                                                                   |   |         |  
|                                           |  |                                 | 79,733  |                                                                   |   | 79,733  |  
|                                           |  |                                 |         |                                                                   |   |         |  
|NET LOSS                                   |  | $                               | (79,733 | )                                                                 | $ | (79,733 | )
|                                           |  |                                 |         |                                                                   |   |         |  
|PER SHARE INFORMATION - BASIC AND DILUTED  |  |                                 |         |                                                                   |   |         |  
|Net loss                                   |  | $                               | (16.03  | )                                                                 | $ | (26.88  | )
|                                           |  |                                 |         |                                                                   |   |         |  
|Weighted average common shares outstanding |  |                                 | 4,973   |                                                                   |   | 2,966   |  

56

---



Table of Contents

TRITON PACIFIC INVESTMENT
CORPORATION, INC.
STATEMENT OF STOCKHOLDERS EQUITY
PERIOD ENDED DECEMBER 31, 2012

|                                                                  |  |                   |       |           |  |                             |  |                                                 |         |       |   |         |   |   |         |  
|----------------------------------------------------------------- |  | ----------------- | ----- | --------- |  | --------------------------- |  | ----------------------------------------------- | ------- | ----- | - | ------- | - | - | ------- | -
|                                                                  |  | Common
 Stock     |       |           |  |                             |  |                                                 |         |       |   |        
|                                                                  |  | Number of
 Shares |       | Par Value |  | Additional
 Paid-in Capital |  | Accumulated
 Deficit During
 Development
 Stage |         | Total |  
|Operations                                                        |  |                   |       |           |  |                             |  |                                                 |         |       |   |         |   |   |         |  
|Net loss                                                          |  |                   |       |           |  |                             |  |                                                 |         |       | $ | (79,733 | ) | $ | (79,733 | )
|Net decrease
 in stockholders equity resulting from operations   |  |                   |       |           |  |                             |  |                                                 |         |       |   |         |   |   | (79,733 | )
|Capital share transactions                                        |  |                   |       |           |  |                             |  |                                                 |         |      
|Issuance of common stock                                          |  |                   | 7,500 |           |  | 7                           |  |                                                 | 101,243 |       |   |         |   |   | 101,250 |  
|Net increase
 in equity resulting from capital share transactions |  |                   |       |           |  |                             |  |                                                 |         |       |   |         |   |   | 101,250 |  
|Total
 increase in stockholders equity                           |  |                   |       |           |  |                             |  |                                                 |         |       |   |         |   |   | 21,517  |  
|Stockholders
 equity at beginning of year                        |  |                   |       |           |  |                             |  |                                                 |         |       |   |         |   |   |        |  
|Stockholders
 equity at end of year                              |  |                   |       |           |  |                             |  | $                                               | 21,517  |      

57

---



Table of Contents

TRITON PACIFIC INVESTMENT CORPORATION, INC.STATEMENTS OF CASH FLOWSPERIODS ENDED DECEMBER 31, 2012

|                                                        |  |                                 |         |                                                                   |   |         |  
|------------------------------------------------------- |  | ------------------------------- | ------- | ----------------------------------------------------------------- | - | ------- | -
|                                                        |  | Year
 Ended
 December 31,
 2012 |         | April 29, 2011
 (Date of
 Inception)
 Through
 December 31,
 2012 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                    |  |                                 |         |                                                                   |   |         |  
|Net loss                                                |  | $                               | (79,733 | )                                                                 | $ | (79,733 | )
|Adjustments to reconcile net loss to net
 cash used in  |  |                                 |         |                                                                   |   |         |  
|operating activities                                    |  |                                 |         |                                                                   |   |         |  
|Depreciation and amortization                           |  |                                 | 1,247   |                                                                   |   | 1,247   |  
|Change in assets and liabilities                        |  |                                 |         |                                                                   |   |         |  
|Prepaid expenses                                        |  |                                 | (1,215  | )                                                                 |   | (1,215  | )
|Accounts payable                                        |  |                                 | 5,288   |                                                                   |   | 5,288   |  
|Accrued expenses                                        |  |                                 | 46,500  |                                                                   |   | 46,500  |  
|NET CASH USED IN OPERATING ACTIVITIES                   |  |                                 | (27,913 | )                                                                 |   | (27,913 | )
|                                                        |  |                                 |         |                                                                   |   |         |  
|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                    |  |                                 |         |                                                                   |   |         |  
|Capital contribution                                    |  |                                 | 101,250 |                                                                   |   | 101,250 |  
|Deferred offering costs                                 |  |                                 | (62,521 | )                                                                 |   | (62,521 | )
|NET CASH PROVIDED BY FINANCING ACTIVITIES               |  |                                 | 38,729  |                                                                   |   | 38,729  |  
|                                                        |  |                                 |         |                                                                   |   |         |  
|                                                        |  |                                 |         |                                                                   |   |         |  
|NET CHANGE IN CASH                                      |  |                                 | 8,321   |                                                                   |   | 8,321   |  
|                                                        |  |                                 |         |                                                                   |   |         |  
|CASH - BEGINNING OF PERIOD                              |  | $                               |        |                                                                   | $ |        |  
|                                                        |  |                                 |         |                                                                   |   |         |  
|CASH - END OF PERIOD                                    |  | $                               | 8,321   |                                                                   | $ | 8,321   |  
|                                                        |  |                                 |         |                                                                   |   |         |  
|Supplemental schedule of non-cash investing
 activities |  |                                 |         |                                                                   |   |         |  
|Deferred offering costs funded by
 affiliates           |  | $                               | 234,120 |                                                                   | $ | 234,120 |  
|Deferred offering costs in accrued expenses             |  | $                               | 225,000 |                                                                   | $ | 225,000 |  

58

---



Table of Contents

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 intends to offer for sale a
 maximum of 20,000,000 shares of common stock at an initial price of $15 per
 share, on a best efforts basis pursuant to a registration statement on Form
 N-2 filed with the Securities and Exchange Commission under the Securities
 Act of 1940, as amended (the Offering). The Company has set a minimum
 offering requirement of $2,500,000 and will not sell any shares unless this
 minimum is satisfied.
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                 | The Company was formed to make debt and equity investments in small
 to mid-sized private U.S. companies either alone or together with other
 private equity sponsors. Upon commencement of this offering, the Company will
 be an externally managed, non-diversified closed-end investment company that
 has elected to be treated as a business development company, or BDC, under
 the Investment Company Act of 1940, or the 1940 Act. The Company will
 therefore be required to comply with certain regulatory requirements. The
 Company intends to elect to be treated for U.S. federal income tax purposes,
 and to qualify annually thereafter, as a regulated investment company, or
 RIC, under Subchapter M of the Internal Revenue code of 1986, as amended, or
 the Code.                                                                                                                                             
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                 | Triton Pacific Adviser, LLC (the Adviser) will serve as the
 Investment Adviser and TFA Associates, LLC will serve as the Administrator.
 Each of these entities are affiliated with Triton Pacific Group, Inc., a
 private equity investment management firm, and its subsidiary Triton Pacific
 Capital Partners, LLC, a private equity investment fund management company,
 each focused on debt and equity investments for small to mid-sized private
 companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                 | The Adviser was formed in Delaware as a private investment management
 firm and is registered as an investment adviser under the Investment Advisers
 Act of 1940, of the Advisers Act. The Adviser will oversee the management of
 its activities and will be responsible for making the investment decisions
 for the portfolio.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                 | The Company sold 7,500 shares to the Adviser on May 3, 2012, at
 $13.50 per share, which represents the initial public offering price of
 $15.00 per share minus selling commissions and dealer manager fees
 aggregating $1.50.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                 | Basis
 of Presentation.The accompanying audited
 financial statements of the Company have been prepared in accordance with
 U.S. generally accepted accounting principles, or GAAP. The Company believes
 the significant accounting policies described below affect the more
 significant judgments and estimates used in the preparation of its financial
 statements. Accordingly, the policies described below are the policies that
 the Company believes are and will be the most critical to fully understanding
 and evaluating the Companys historical financial condition and results of
 operations.                                                                                                                                                                                                                                                                                                                      
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                 | Development
 Stage Company.The Company complies with the
 reporting requirements of development stage enterprises. The Company has
 incurred organizational, accounting and offering costs in connection with the
 Offering. The offering and other organization costs, which are primarily
 being advanced by the Adviser, are not expected to be paid before the
 commencement of the Offering and will be paid or reimbursed by the Company
 from proceeds of the Offering. It is the Companys plan to complete the
 Offering; however, there can be no assurance that the Companys plans to
 raise capital will be successful.                                                                                                                                                                                                                                                                                                  
|                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                 | Management
 Estimates and Assumptions.The preparation of
 financial statements in conformity with GAAP requires management to make
 estimates and assumptions that affect the amounts reported in the financial
 statements and accompanying notes. Actual results could differ from those
 estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

59

---



Table of Contents

|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|----------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                      | Deferred
 Offering Costs.The Company has incurred certain
 expenses in connection with registering to sell shares of its common stock in
 connection with the Offering. These costs principally relate to professional
 and filing fees. Simultaneously with selling common shares, the deferred
 offering costs will be charged to stockholders equity upon commencement of
 the Offering or to expense if the Offering is not completed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                      | Depreciation.Property and equipment are recorded at cost.
 Depreciation is computed using the straight-line method based on the
 estimated useful lives of the related assets. Property and equipment are
 reviewed for impairment when events or changes in circumstances indicate that
 the carrying amount of the assets may not be recoverable. There were no
 impairment charges from inception through December 31, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                      | 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, 2012, there are no uncertain positions
 taken or expected to be taken that would require recognition of a liability
 (or asset) or disclosure in the financial statements. The Company is subject
 to routine audits by the Internal Revenue Service or other tax authorities,
 generally for three years after the tax returns are filed; however, there are
 currently no audits for any tax periods in progress.                                                                                                                                                                                                                                              
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|NOTE 2  RELATED PARTY TRANSACTIONS AND
 ARRANGEMENTS
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                      | Triton Pacific Adviser, LLC and TFA Associates, LLC and their
 affiliates will receive compensation and reimbursement for services relating
 to this Offering and the investment and management of its assets. All of the
 Companys outstanding common stock is owned by the Adviser as of December 31,
 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                      | The Company will compensate the Adviser for investment services per
 an Investment Adviser Agreement (Agreement), approved by the Independent
 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 June 2013 and may continue automatically
 for successive annual periods, as approved by the Company. The Adviser has
 advanced the Company $34,830 for registration and organization expenditures
 as of December 31, 2012. This amount is expected to be repaid from the
 proceeds of the Offering.                                                                                                                                                                                      
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                      | All management fees earned by the Adviser through December 31, 2012
 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 June
 2013 and may continue automatically for successive annual periods, as
 approved by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                      | Triton Pacific Capital Partners, LLC has advanced the Company $195,199
 as of December 31, 2012 for registration and organization expenditures. This
 amount is expected to be repaid from the proceeds of the Offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

60

---



Table of Contents

|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                     | Triton Pacific Securities, LLC, the Dealer Manager, has advanced the
 Company $4,091 as of December 31, 2012 for offering expenditures. This amount
 is expected to be repaid from the proceeds of the Offering.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                     | Directors will receive an annual cash retainer of $20,000, plus
 $1,000 for every meeting they attend and reimbursement of any reasonable out
 of pocket expenses incurred in such connection. In addition, the Chairman of
 the Audit Committee will receive an annual cash retainer of $10,000 and
 members of the Audit Committee will receive an annual fee of $2,500 for their
 additional services, as well as $500 per Audit Committee meeting and
 reimbursement of any reasonable out of pocket expenses incurred. We will not,
 however, pay any compensation to directors who also serve as executive
 officers for us or our Adviser. In addition, we will purchase directors and
 officers liability insurance on behalf of our directors and officers.
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                     | Fees of $46,500 have been accrued through December 31, 2012. The
 Board has indicated a potential willingness to continue accruing these fees
 during the development stage of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|NOTE 3  LIABILITIES
|                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                     | Liabilities are broken down as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                                          |  |                   |         | 
|----------------------------------------- |  | ----------------- | ------- | 
|                                          |  | December 31, 2012 |        
|Accounts
 payable and accrued liabilities |  |                   |         | 
|Legal                                     |  | $                 | 225,000 | 
|Professional                              |  |                   | 5,288   | 
|                                         
|                                          |  |                   | 230,288 | 
|                                          |  |                   |         | 
|Due to
 related parties                   |  |                   |         | 
|Legal                                     |  |                   | 143,191 | 
|Licenses, fees and registration expenses  |  |                   | 63,660  | 
|Board expenses                            |  |                   | 46,500  | 
|Other offering expenses                   |  |                   | 27,269  | 
|                                         
|                                          |  |                   | 280,620 | 
|                                         
|                                          |  | $                 | 510,908 | 

|                               |                                                                                                                                                                                                                                                                                  
|------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                               | All costs
 paid by Affiliates are directly passed through to the Company. There is no
 gain created to the Affiliates.                                                                                                                                                           
|                               |                                                                                                                                                                                                                                                                                  
|NOTE 4  PER SHARE INFORMATION
|                               |                                                                                                                                                                                                                                                                                  
|                               | Net loss per
 share is calculated by dividing net loss by the weighted average number of
 common shares outstanding during the period. The current Net Asset Value
 (NAV), or book value per share based on 7,500 shares outstanding is $2.87 per
 share as of December 31, 2012.
|                               |                                                                                                                                                                                                                                                                                  
|NOTE 5  SUBSEQUENT EVENTS    
|                               |                                                                                                                                                                                                                                                                                  
|                               | Management
 has evaluated all known subsequent events from December 31, 2012 through
 March 29, 2013, the date the accompanying financial statements were available
 to be issued, and is not aware of any material subsequent events occurring
 during this period.             

61

---



Table of Contents

|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|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, 2012. 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.

62

---



Table of Contents

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, 2012, 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

Not
applicable.

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 2013 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 2013 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 2013 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 2013 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 2013 Annual
Meeting of Stockholders, to be filed with the SEC within 120 days following the
end of the Companys fiscal year.

63

---



Table of Contents

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                                  | 54  
|   | Statement of
 Financial Position                                                          | 55  
|   | Statements
 of Operations                                                                 | 56  
|   | Statement of
 Stockholders Equity                                                        | 57  
|   | Statements
 of Cash Flows                                                                 | 58  
|   | Notes to
 Condensed Financial Statements                                                  | 59  

|     |                                                                                                                                                                                                                                                                                           
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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  | Second 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 March 15, 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. 4 to the
 Companys registration statement on Form N-2 (File No. 333-174873) filed
 on August 20, 2012.)
|     |                                                                                                                                                                                                                                                                                           
|10.2 | Form of Participating Dealer Agreement and Participating Dealer Agreement. (Incorporated by reference to Exhibit 2(h)(2) filed
 with Amendment No. 2 to the Companys registration statement on Form N-2
 (File No. 333-167730) filed on February 18, 2011.)                              
|     |                                                                                                                                                                                                                                                                                           
|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, Exhibit 6, filed with Post-Effective Amendment No. 5 to the
 Companys registration statement on Form N-2 (File No. 333-174873) filed
 on March 15,2013.           
|     |                                                                                                                                                                                                                                                                                           
|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. (Filed
 herewith.)                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                           

64

---



Table of Contents

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
15th day of March 2013.

| |                                |                               
| | ------------------------------ | ------------------------------
| | CORPORATE
 CAPITAL TRUST, 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 29,
 2013
|Craig
J. Faggen        |  |                                             |  |                
|                       |  |                                             |  |                
|/s/ Ivan
 Faggen       |  | Director                                    |  | March 29,
 2013
|Ivan
Faggen            |  |                                             |  |                
|                       |  |                                             |  |                
|/s/ Ronald
 Ruther     |  | Independent
 Director                       |  | March 29,
 2013
|Ronald
Ruther          |  |                                             |  |                
|                       |  |                                             |  |                
|/s/ William
 Pruitt    |  | Independent
 Director                       |  | March 29,
 2013
|William
Pruitt         |  |                                             |  |                
|                       |  |                                             |  |                
|/s/ Marshall
 Goldberg |  | Independent
 Director                       |  | March 29,
 2013
|Marshall
Goldberg      |  |                                             |  |                

65

---