CERTIFICATION BY
CHIEF FINANCIAL OFFICER

Exhibit
31.2

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

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

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

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

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

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

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

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

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

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

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

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

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

Date: March 29, 2013

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

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