# NIAGARA INTERNATIONAL CAPITAL LIMITED X-17A-5 (2020-02-25) — Broker-dealer annual report - Company: NIAGARA INTERNATIONAL CAPITAL LIMITED - Form: X-17A-5 - Filed: 2020-02-25 - Period: 2019-12-31 - Accession: 0001324301-20-000003 - CIK: 1324301 - File #: 8-66911 - Material weakness: No - Auditor: Phillip V. George, PLLC - Auditor location: Celeste, TX - Contact: Nicholas Sheumack - Phone: 646-681-6349 - Signed by: Nicholas Sheumack (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1324301/000132430120000003/2019niclauditreport_.pdf --- {0}------------------------------------------------ **UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington, D.C. 20549** #### **OMB APPROVAL OMB Number. 3235-0123 Expires: August 31, 2020 Estimated average burden** **»-66911** ## **ANNUAL AUDITED REPORT hours perresponse 12.00 FORM X-17A-5 PART III SEC RLE NUMBER** ### **FACING PAGE Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder** | REPORT FOR THE PERIOD | BEGINNING 01/01/2019
AND ENDING 12/31/2019 | | | | | |-----------------------------------------|---------------------------------------------------------------------|-------------|-------------------------------|--|--| | | MM/DD/YY | | MM/DD/YY | | | | | A. REGISTRANT
IDENTIFICATION | | | | | | NAME OF BROKER-DEALER: | NIAGARA
INTERNATIONAL
CAPITAL | LIMITED | OFFICIAL
USE ONLY | | | | ADDRESS OF PRINCIPAL | PLACE OF BUSINESS: (Do not use
P.O. Box No.) | | FIRM I.D. NO. | | | | 757
Third
Avenue
21st
, | Floor | | | | | | | (No. and Street) | | | | | | New
York | NY | | 10017 | | | | (City) | (State) | (Zip Code) | | | | | NAME AND TELEPHONE
Nicholas Sheumack | NUMBER OF PERSON
TO CONTACT IN REGARD TO | THIS REPORT | 646-681-6349 | | | | | | | (Area Code -Telephone Number) | | | | B. | ACCOUNTANT
IDENTIFICATION | | | | | | INDEPENDENT PUBLIC ACCOUNTANT | whose opinion is contained in this Report* | | | | | | Phillip
V
. George
PLLC
, | | | | | | | | (Name -if individual, state last, first, middle name) | | | | | | 5179
CR
1026 | Celeste | TX | 75423 | | | | (Address) | (City) | (State) | (Zip Code) | | | | CHECK ONE: | | | | | | | | | | | | | | Certified Public Accountant | | | | | | | Public Accountant | | | | | | | | Accountant not resident in United States or any of its possessions. | | | | | | | FOB OFFICIAL
USE ONLY | | | | | | | | | | | | | | | | | | | | | | | | | | *\*Claims for exemption from the requirement that the annual report be covered by the opinion of an independent public accountant must be supported by a statement of facts and circumstances relied on as the basis for the exemption. See Section 240.17a-5(e)(2)* **Potential persons who are to respond to the collection of informationcontainedinthisformarenotrequiredtorespond unlessthe formdisplays a currently validOMB controlnumber. SEC 1410 (06-02)** {1}------------------------------------------------ #### O Viii OR AIHKMAIION INrhoiasSheunutfi SUCH MM ill' \* ll•III I Dull, lift ll »«\* lusj OJ ill ' k'NMIWM ;»m» Mir\* Dir acoMi^ nviMc !»• siti\ j xrm ai«i swkauk^ pcrtauun^ to llw lirui o NIAGARA IfiltRNATICNAL CAPiT/M *UKUTBO* , as . die «:u ^ *.Mt* i«ma( l IHIIIHT %WA\*;II (or uiliimi IHIIIIVI ilu\* iivnp,mv «»»i \* IIIV paiiiK\* \* piopnci\* \* \* piimip*. )* oitiit: •\*. itiiiiuoi .ir.\ pi.| ) !.}ev.nv «» *.n\\ .\*cx\* \* «v,t v l«IN>( licJ M'JCIV .IN ll..lC trf \*iMOUItT. eNCCJH J**1** ( , l Ooccrobor **3**t LimUinsklkik .\*iiUN iipiit »i v«w«&gt; U lui lacing Prge - I>3 &lt; li » M. IL IIKIII «1 \* Iiiuim *ul* ( oUuilion - [\I iv ) Skikinctil of Inhume &lt; 1 &lt; KS>. - !.ll {if \* V;iV\* »".v». i ») ' f 'I\* ixv 'rs i « » !• \*•>.\*«\*» i tl I »r. ^U ) SlAcWiiit of &lt; 'hun^cx in S» U,;UU»MCM I &lt;j \* i\ » \*t I\* » t\*rr\ \* »\*r Suit\* Propiiotor\* \* 1 ' upti.il - O if) Mukmenl t « t <' tunics:II < tanililk - Srfu'ftftiutcD1«' C :.n\*nv &lt;\* l*<* totbliKv - U ( p ) c t-iiipuyion of . 1 - O tl« ) l omputatum lot DcUrimiluliou of Rc>ci\c Rcijt 'UCJtivuK PuiMunl \*&lt; » Rule I V.» -&lt; - **1^1** ( I) fpforiv ui» \*n kcl.ilnty l>\* ilk IVNH^N » 'i» \* » t % »nlr\*tX Kwi aircmcnlN l KKI Ri Ic I.VW - d it) A UccoiK'ih.ilurti. nul» kiin; ..j|&gt; H.\*pn.uow\*\pi.m.ni^noU\* u ' &lt; rop-.\.r)ow \*k1v ,.p ..tUiuwi »w l v \* luiuliik; Com(Mil.itmn lor DclennuiUftoo nl IIK\* RVM-HV Kojimumutv I mlcr I vhihtl A »»l Knic I \*\* I\*. ' - G (M A In<\*ii ilitttkto MHCVII i h v u f.k\? .\* H! v.ra ^UilvflkrnS of l-i«utK\* «:il *i* onO'Sm \* (lb n\* sptvi lift methmfs of cor.MDUJUturn. - **[3** ( f ) An Omfi t>r AtYiimutton - LI uui A u\*pv of the MW %u, , *I K* ; \* . .( «/ - f 1|n ) A ic|kH&lt; «k H.iibiii^rfiiyns«kiul;iMik'| ( uaek^loinn!hir\i%LI«I loumfio!4vcc\i>u »l •iro' ?K\*ik Icol if \*\* pu\* \ « • % *tft-V ?JH J* ..v *J'.U f-tir* » *nf* 1 *onnJ, -nn,it t/ f* . • *{\* -rtnw<* 0/*ttu.\*UHHK.* \*• &lt; {2}------------------------------------------------ #### NIAGARA INTERNATIONAL CAPITAL LIMITED #### FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION YEAR ENDED DECEMBER 31, 2019 {3}------------------------------------------------ #### **NIAGARA INTERNATIONAL CAPITAL LIMITED** #### **FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION** #### **YEAR ENDED DECEMBER 31, 2019** #### **TABLE OF CONTENTS** | of
Finn
Report
Independent
Registered
Public
Accounting | | |--------------------------------------------------------------------------------------------------------|-------------| | FINANCIAL
STATEMENTS: | | | Statement
of
Financial
Condition | 2 | | Statement
of
Operations | 3 | | Changes
Stockholders'
Statement
of
Equity
in | 4 | | Statement
of
Cash
Flows | 5 | | Notes
to
Financial
Statements | 8
6
- | | 17a-5
Supplemental
information
pursuant
to
Rule | 9 | | of
Independent
Registered
Accounting
Report
Public
Firm
On
Exemption
Report | 10 | | Limited's
Niagara
International
Capital
Exemption
Report | 1 1 | {4}------------------------------------------------ # PHILLIP V. GEORGE, PLLC CERTIFIED PUBLIC ACCOUNTANT #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** Board of Directors Niagara International Capital Limited #### **Opinion on the Financial Statements** We have audited the accompanying statement of financial condition of Niagara International Capital Limited as of December 31, 2019, the related statements of income, changes in stockholders' equity, and cash flows for the year then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of Niagara International Capital Limited as of December 31, 2019, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. #### **Basis for Opinion** These financial statements are the responsibility of Niagara International Capital Limited's management. Our responsibility is to express an opinion on Niagara International Capital Limited's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to Niagara International Capital Limited in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. #### **Auditor's Report on Supplemental Information** The supplemental information contained in Schedule I has been subjected to audit procedures performed in conjunction with the audit of Niagara International Capital Limited's financial statements. The supplemental information is the responsibility of Niagara International Capital Limited's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with 17 C.F.R. §240.17a-5. In our opinion, the supplemental information contained in Schedule I is fairly stated, in all material respects, in relation to the financial statements as a whole. PHILLIP V. GEORGE, PLLC We have served as Niagara International Capital Limited's auditor since 2019. Celeste, Texas February 17, 2020 5179 CR 1026 Celeste, TX 75423 (214) 358-5150 1 Fax (214) 358-0222 pliil@pvgeorge.com {5}------------------------------------------------ ### **NIAGARA INTERNATIONAL CAPITAL LIMITED STATEMENT OF FINANCIAL CONDITION DECEMBER 31, 2019** | Assets | | |---------------------------------------------------------------------------------------------------------|---------------| | Cash | 881,468
\$ | | Prepaid
expenses | 4,682 | | Total
Assets | 886,150
\$ | | Stockholder's
and
Equity
Liabilities | | | Liabilities | | | Accounts
payable
accrued
expenses
and | \$
90,647 | | \$1,250
share,
200
Common
stock,
par
value,
stated
per
shares
no
value | | | 4
authorized,
shares
issued
and
outstanding | 5,000 | | paid-in
capital
Additional | 1,536,170 | | Accumulated
deficit | (745,667) | | stockholder's
Total
equity | 795,503 | | Stockholder's
Total
and
Equity
Liabilities | 886,150
\$ | | | | The accompanying notes are an integral part of these financial statements. {6}------------------------------------------------ ### **NIAGARA INTERNATIONAL CAPITAL LIMITED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2019** | Revenues: | | |---------------------------------------------------------------------|-----------------| | Merger
and
services
acquisition | \$
1,634,000 | | Other
revenue | 97,323 | | Interest
income | 2,935 | | Total
Revenues | 1,734,258 | | | | | Expenses: | | | Compensation
and
costs
related | 929,073 | | and
services
-
party
Office
adminstrative
related | 78,545 | | fees
Professional | 65,250 | | fees
Regulatory | 23,417 | | Other
expenses | 3,867 | | Total
Expenses | 1,100,152 | | Net
Income | \$
634,106 | The accompanying notes are an integral part of these financial statements. {7}------------------------------------------------ ### NIAGARA INTERNATIONAL CAPITAL LIMITED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY YEAR ENDED DECEMBER 31, 2019 | | Common
Stock | | Additional
Paid-in
Capital | Accumulated
Deficit | Total | | |-------------------------------------------------|-----------------|-------|----------------------------------|------------------------|-------|----------| | Balances,
31,
December
2018 | \$ | 5,000 | 1,411,362
\$ | \$(1,379,773) | \$ | 36,589 | | to
former
shareholder
Distributions | | | (25,192) | | | (25,192) | | paid-in
capital
Additional
contributed | | | 150,000 | | | 150,000 | | Net
Income | | | | 634,106 | | 634,106 | | Balances,
31,
December
2019 | \$ | 5,000 | \$
1,536,170 | \$
(745,667) | \$ | 795,503 | The accoinpanying notes are an integral part of these financial statements. {8}------------------------------------------------ ### **NIAGARA INTERNATIONAL CAPITAL LIMITED STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2019** | activities:
Cash
from
operating
flows | | |-------------------------------------------------------------------|---------------| | Net
income | \$634,106 | | to
Adjustments
required
reconcile
net
income | | | to
cash
by
provided
operating
activities: | | | liabilities:
assets
Change
and
in | | | expenses
Increase
in prepaid | (4,682) | | Increase
in accounts
payable
and
accrued
expenses | 80,128 | | in due
Decrease
to
related
party | (32,563) | | activities:
Net
cash
provided
by
operating | 676,989 | | Cash
from
flows
activities:
financing | | | to
shareholder
former
Distributions | (25,192) | | paid-in
capital
contributed
Additional | 150,000 | | Net
cash
provided
by
activities
financing | 124,808 | | Net
increase
cash
in | 801,797 | | -
of
Cash
year
beginning | 79,671 | | Cash
-
of
year
end | \$
881,468 | | of
Cash
Supplemental
Disclosures
Flow
Information: | | | :
Cash
during
the
year
paid
for | | | Income
taxes
state
- | \$ | | Interest | \$ | | | | The accompanying notes are an integral part of these financial statements. {9}------------------------------------------------ #### **NIAGARA INTERNATIONAL CAPITAL LIMITED NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019** #### **Note 1 - Nature of business:** Niagara International Capital Limited (the "Company"), was organized in May 2007 as a New York limited liability company. In March 2019, the Company was purchased by Rossendale Group, Inc. (Parent). The Company is a wholly owned subsidiary of Rossendale Group, Inc., a New York corporation. The Company is registered as a broker-dealer with the Securities and Exchange Commission ("SEC") and is a member of the Financial Industry Regulatory Authority, Inc. ("FINRA") and Securities Investor Protection Coip. ("SIPC"). The Company operates pursuant to section (k)(2)(i) exemptive provisions of Rule 15c3-3 of the Securities Exchange Act of 1934, and accordingly, is exempt from the remaining provisions of that Rule. The Company's operations consist primarily in providing merger and acquisition services, through referrals from Sheumack & Co. GMA, LLC ("Sheumack") an affiliated entity. # **Note 2 -Summary of significant accounting policies:** #### **Use of estimates:** The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. #### **Revenue recognition:** Revenue from contracts with customers includes advisory services on mergers and acquisitions (M&A). The recognition and measurement of revenue is based on the assessment of individual contract terms. Significant judgment is required to determine whether performance obligations are satisfied at a point in time or over time; how to allocate transaction prices where multiple performance obligations are identified; when to recognize revenue based on the appropriate measure of the Company's progress under the contract; and whether constraints on variable consideration should be applied due to uncertain future events. Revenue for M&A advisory arrangements is generally recognized at the point in time that performance under the arrangement is completed, generally the closing date of the transaction. {10}------------------------------------------------ #### **NIAGARA INTERNATIONAL CAPITAL LIMITED NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019** # **Note 2 -Summary of significant accounting policies (continued):** #### **Income taxes:** In March 2019, the Company was purchased by the Parent. Prior to the acquisition by the Parent, the Company had elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code ("IRC"), resulting in all the federal tax liabilities or benefits relating to the operations of the Company passing through to the individual shareholders. Subsequent to the acquisition by the Parent, the Parent has elected under the IRC for the Company to be treated as a qualified Subchapter S Subsidiary ("Qsub") of the Parent. Under the Qsub election, the Company is disregarded for federal tax purposes; therefore, all taxable income or loss flows through to the Parent's S-corporation tax return, resulting in all the federal tax liabilities or benefits relating to the operations of the Company and the Parent passing through to the individual shareholders of the Parent; therefore, federal income taxes are not payable by, or provided for, the Company. The Company is subject to state income taxes. As of December 31, 2019, open Federal tax years subject to examination include the tax years ended December 31, 2016 through December 31, 2018. # **Note 3 -Net capital requirement:** The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-l ), which requires the maintenance of minimum net capital and requires that the ratio of aggregate indebtedness to net capital, both as defined, shall not exceed 15 to 1. Rule 15c3-1 also provides that equity capital may not be withdrawn or cash dividends paid if the resulting net capital ratio would exceed 10 to 1. At December 31, 2019, the Company had net capital of \$790,821, which was \$784,778 in excess of its net capital requirement of \$6,043. The Company's net capital ratio was .12 to 1 . #### **Note 4 - Related party transactions/Concentration/Economic dependency:** The Company, Parent and Sheumack are under common control and the Company is economically dependent on its Parent and Sheumack. The existence of that control and dependency creates operating results and financial position significantly different than if the Companies were autonomous. Transactions between the Company and Sheumack were not consummated on terms equivalent to arm's length transactions. The Company provides merger and acquisition services through referrals from Sheumack. During 2019, the Company earned all of its merger and acquisition services revenue through referrals from Sheumack. The sole shareholder of the Parent and Sheumack, who is also an officer and registered securities representative of the Company, generated approximately 94% of the Company's revenue and accounted for approximately 99% of the Company's compensation and related costs for the year. The Company is economically dependent upon this individual due to the concentration of services provided. {11}------------------------------------------------ #### **NIAGARA INTERNATIONAL CAPITAL LIMITED NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019** #### **Note 4 - Related party transactions/Concentration/Economic dependency (continued):** Sheumack acts as a common paymaster for the Company, which the Company settles on a regular basis. There is \$88,892 due to Sheumack at December 31, 2019, which is included in accounts payable and accrued expenses in the accompanying statement of financial condition. The Company and Sheumack have entered into an office and administrative services agreement ("Agreement"), last amended on May 1 , 2019. The Agreement was for an initial one-year term and is automatically renewable unless canceled by either Party. The Agreement has automatically renewed through November 2020. Under the Agreement, Sheumack provides management and back office services required by the Company, including, but not limited to administrative services, office space, office equipment and supplies, payroll (excluding commissions), marketing,sales, legal and accounting services. The Agreement required the Company to pay a proportional allocation services fee of approximately \$7,875 per month beginning in March 2019. Fees under the Agreement totaled \$78,545 for the year ended December 31, 2019. # **Note 5 -Concentration of credit risk:** At various times during the year the Company maintains cash balances at one national bank in excess of federally insured amounts. Cash balances fluctuate on a daily basis. At December 31, 2019, cash held in excess of the FDIC insurance totaled \$631,468. # **Note 6 -Contingencies:** The Parent was late in making the election under the IRC for the Company to be treated as a qualified Subchapter S Subsidiary ("Qsub") of the Parent. The Parent has requested relief for the late filing with the IRS. If the relief is not granted, the Company would be taxed as a corporation for the period ending December 31, 2019, and would owe approximately \$133,000 in federal income taxes. Management of the Parent and the Company expect the IRS to grant relief; therefore, no provision for federal income taxes has been made in the accompanying financial statements. Due to uncertainty relating to the IRS's granting of relief, it is at least reasonably possible that management's estimate of the outcome will change within the next year. There are currently no asserted claims or legal proceedings against the Company, however, the nature of the Company's business subjects it to various claims, regulatory examinations, and other proceedings in the ordinary course of business. The ultimate outcome of any such future action against the Company could have an adverse impact on the financial condition, results of operations, or cash flows of the Company. # **Note 7 -Subsequent events:** Management has evaluated the Company's events and transactions that occurred subsequent to December 31, 2019, through February 17, 2020, the date which the financial statements were available to be issued. {12}------------------------------------------------ #### **SCHEDULE I** #### **NIAGARA INTERNATIONAL CAPITAL LIMITED SUPPLEMENTAL INFORMATION PURSUANT TO RULE 17A-5 DECEMBER 31, 2019** | of
Net
Computation
Capital | | | |----------------------------------------------------------------------------------|-----------------|---------| | Stockholder's
for
equity
net
capital
qualified | \$ | 795,503 | | Non-allowable
assets: | | | | Prepaid
expenses | | 4,682 | | assets
Total
non-allowable | | 4,682 | | Net
capital | \$ | 790,821 | | Aggregate
indebtedness: | | | | Accounts
and
accrued
expenses
payable | | 90,647 | | aggregate
Total
indebtedness | \$ | 90,647 | | -
\$5,000
net
capital
requirement
greater
of
Minimum
the | | | | 6
2/3%
of
aggregate
indebtedness
or | \$ | 6,043 | | Excess
net
capital | \$ | 784,778 | | aggregate
to
capital
Ratio
of
indebtedness
net | 0.12
to
1 | | #### **Reconciliation of Computation of Net Capital** The above computation does not differ from the computation of net capital under Rule 15c3-1 as of December 31, 2019 as filed by Niagara International Capital Limited on Form X-17A-5. Accordingly, no reconciliation is necessary. #### **Statement of Changes in Liabilities Subordinated to Claims of General Creditors** No statement is required as no subordinated liabilities existed at any time during the year. #### **Statement Regarding Reserve Requirements and Possession or Control Requirements** The Company operates pursuant to section (k)(2)(i) exemptive provisions of Rule 15c3-3 of the Securities Exchange Act of 1934. Under these exemptive provisions, the Computation for Determination of Reserve Requirements and Information Relating to the Possession and Control Requirements are not required. See accompanying report of independent registered public accounting firm. {13}------------------------------------------------ ### PHILLIP V. GEORGE, PLLC CERTIFIED PUBLIC ACCOUNTANT #### **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** Board of Directors Niagara International Capital Limited We have reviewed management's statements, included in the accompanying Exemption Report, in which (1 ) Niagara International Capital Limited identified the following provisions of 17 C.F.R. §15c3-3(k) under which Niagara International Capital Limited claimed an exemption from 17 C.F.R. §240.15c3-3:(2)(i) (exemption provisions) and (2) Niagara International Capital Limited stated that Niagara International Capital Limited met the identified exemption provisions throughout the most recent fiscal year without exception. Niagara International Capital Limited's management is responsible for compliance with the exemption provisions and its statements. Our review was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included inquiries and other required procedures to obtain evidence about Niagara International Capital Limited's compliance with the exemption provisions. A review is substantially less in scope than an examination, the objective of which is the expression of an opinion on management's statements. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to management's statements referred to above for them to be fairly stated, in all material respects, based on the provisions set forth in paragraph (k)(2)(i) of Rule 15c3-3 under the Securities Exchange Act of 1934. PHILLIP V. GEORGE, PLLC Celeste, Texas February 17, 2020 {14}------------------------------------------------ **Niagara International Capital Limited** 757 Third Avenue, 215' Floor / New York, New York 10017 646-681-6349 #### **Niagara International Capital Limited Exemption Report** **Niagara International Capital Limited** (the "Company' ') is a registered broker-dealer subject to Rule 17a-5 promulgated by the Securities and Exchange Commission (17 C.F.R. §240.17a-5, "Reports to be made by certain brokers and dealers"). This Exemption Report was prepared as required by 17 C.F.R. § 240.17a-5(d)(l) and (4). To the best of its knowledge and belief, the Company states the following: - (1 ) The Company claimed an exemption from 17 C.F.R. § 240.15c3-3 under the following provisions of 17C.F.R. § 240.15c3-3(k):(2)(i). - (2) The Company met the identified exemption provision in 17 C.F.R. § 240.15c3-3(kX2XO throughout the most recent fiscal year without exception. #### **Niagara International Capital Limited** I, Nicholas Shcumack,swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. *) !* / > •*%* **- /** *uI '*- *I X / l'* **Nicholas Sheumack, Chief Executive Officer** 9 January 4, 2020 / Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.