# NIAGARA INTERNATIONAL CAPITAL LIMITED X-17A-5 (2021-01-27) — Broker-dealer annual report - Company: NIAGARA INTERNATIONAL CAPITAL LIMITED - Form: X-17A-5 - Filed: 2021-01-27 - Period: 2020-12-31 - Accession: 0001324301-21-000001 - CIK: 1324301 - File #: 8-66911 - Material weakness: No - Auditor: Phillip V. George, PLLC - Auditor location: Celeste, TX - Contact: Nicholas Sheumack - Phone: 646-681-6349 - Email: pliil@pvgeorge.com - Website: pvgeorge.com - Signed by: Nicholas Sheumack (Chief Executive Officer) Original filing: https://www.sec.gov/Archives/edgar/data/1324301/000132430121000001/2020niclauditreport-.pdf --- {0}------------------------------------------------ ### **UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington, D.C. 20549** # **ANNUAL AUDITED REPORT** hours perresponse 12.00 **FORM X-17A-5 PART III SEC RLE NUMBER** | OMB Number: | | 3235-0123 | | |--------------------------|-----------------|-----------|--| | Expires: | October 31,2023 | | | | Estimated average burden | | | | | | | | | | | | | | OMB APPROVAL | 8-66911 | |---------| **FACING PAGE** **Information Required of Brokers and Dealers Pursuant to Section 17 of the Securities Exchange Act of 1934 and Rule 17a-5 Thereunder** | | PERIOD BEGINNING01/01/2020
REPORT FOR THE | AND ENDING12/31/2020 | |--|----------------------------------------------|----------------------| |--|----------------------------------------------|----------------------| ### MM/DD/YY MM/DD/YY # **A. REGISTRANT IDENTIFICATION** Niagara International Capital Limited NAME OF BROKER-DEALER: OFFICIAL USE ONLY ADDRESS OF PRINCIPAL PLACE OF BUSINESS: (Do not use P.O. Box No.) # 757 Third Avenue, 21st Floor CNo. and Street) NAME AND TELEPHONE NUMBER OF PERSON TO CONTACT IN REGARD TO THIS REPORT Nicholas Sheumack 646-681-6349 (Area Code -Telephone Number) FIRM I.D. NO. ### **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. ### FOR 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 offacts 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 information contained in thisform are not required to respond unlessthe form displaysa currently valid OMB control number.** SEC 1410 (11-05) | New
York | NY | 10017 | |-------------|---------|------------| | (City) | (State) | (Zip Code) | {1}------------------------------------------------ ### **OATH OR AFFIRMATION** #### **Nicholas Sheumack I,** , swear (or affirm) that, to the best of my knowledge and belief the accompanying financial statement and supporting schedules pertaining to the firm of **Niagara International Capital Limited** , as *,* are true and correct. I further swear (or affirm) that neither the company nor any partner, proprietor, principal officer or director has any proprietary interest in any account classified solely as that of a customer, except as follows: **0f December 31 , 2020** ![](_page_1_Figure_4.jpeg) ZI (n) A report describing any material inadequaciesfound to exist or found to have existed since the date of the previous audit. \*\*For *conditions of confidential treatment of certain portions of this filing, see section 240.17a-5(e)(3).* {2}------------------------------------------------ #### NIAGARA INTERNATIONAL CAPITAL LIMITED #### FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION YEAR ENDED DECEMBER 31, 2020 {3}------------------------------------------------ ### **NIAGARA INTERNATIONAL CAPITAL LIMITED** ### **FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION** ### **YEAR ENDED DECEMBER 31, 2020** #### **TABLE OF CONTENTS** | of
Public
Accounting
Finn
Report
Independent
Registered | 1 | |--------------------------------------------------------------------------------------------------------|-------------| | FINANCIAL
STATEMENTS: | | | Statement
of
Financial
Condition | 2 | | Operations
Statement
of | 3 | | Stockholder's
Statement
of
Changes
Equity
in | 4 | | Statement
of
Cash
Flows | 5 | | Statements
Notes
to
Financial | 6
8
- | | 17a-5
Supplemental
information
pursuant
to
Rule | 9 | | Report
of
Independent
Registered
Public
Accounting
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, 2020, the related statements of operations, changes in stockholder's equity, and cash Hows 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, 2020, 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. *fuo* PHILLIP V. GEORGE, PLLC We have served as Niagara International Capital Limited's auditor since 2019. Celeste, Texas January 22, 2021 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, 2020** | Assets | | | |---------------------------------------------------------------------------------------------------------|----|------------| | Cash | \$ | 684,680 | | expenses
Prepaid | | 3,972 | | Total
Assets | \$ | 688,652 | | Stockholder's
and
Equity
Liabilities | | | | Liabilities | \$ | | | stock,
\$1,250
share,
par
Common
value,
stated
per
200
shares
no
value | | | | authorized,
4
shares
issued
and
outstanding | | 5,000 | | paid-in
capital
Additional | | 1 ,536,170 | | Accumulated
deficit | | (852,518) | | Totalstockholder's
equity | | 688,652 | | Stockholder's
Total
and
Equity
Liabilities | \$ | 688,652 | The accompanying notes are an integral part of these financial statements. {6}------------------------------------------------ ## **NIAGARA INTERNATIONAL CAPITAL LIMITED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2020** | Revenues: | | |----------------------------------------------------------------------|-----------------| | Other
revenue | \$
5,997 | | Interest
income | 816 | | Total
Revenues | 6,813 | | | | | Expenses: | | | Compensation
costs
and
related | 5,625 | | -
party
Office
and
administrative
services
related | 93,012 | | Regulatory
fees | 6,432 | | Other
expenses | 95 | | Expenses
Total | 113,664 | | Net
Income | \$
(106,851) | The accompanying notes are an integral part of these financial statements. {7}------------------------------------------------ ### **NIAGARA INTERNATIONAL CAPITAL LIMITED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY YEAR ENDED DECEMBER 31, 2020** | | | | Additional | | | | |--------------------------------------|-----------------|-------|-----------------|-----------------|----|-----------| | | Common
Stock | | Paid-in | Accumulated | | | | | | | Capital | Deficit | | Total | | Balances,
31,
December
2019 | \$ | 5,000 | 1,536,170
\$ | \$
(745,667) | \$ | 795,503 | | Net
Loss | | | | (106,851) | | (106,851) | | Balances,
31,
December
2020 | \$ | 5,000 | \$
1,536,170 | (852,518)
\$ | \$ | 688,652 | The accompanying notes are an integral part of these financial statements. {8}------------------------------------------------ ### **NIAGARA INTERNATIONAL CAPITAL LIMITED STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2020** | Cash
from
operating
flows
activities: | | |-------------------------------------------------------------------|---------------| | Net
loss | (106,851) | | Adjustments
required
to
reconcile
net
loss | | | activities:
cash
to
in operating
used | | | liabilities:
in assets
Change
and | | | Decrease
expenses
in prepaid | 710 | | Decrease
in accounts
accrued
expenses
payable
and | (90,647) | | Net
cash
in operating
used
activities: | (196,788) | | Net
decrease
in cash | (196,788) | | -
Cash
of
year
beginning | 881,468 | | -
of
Cash
year
end | \$
684,680 | | Information:
of
Cash
Supplemental
Disclosures
Flow | | | :
Cash
year
paid
during
the
for | | | taxes
state
Income
- | \$ | | Interest | \$ | | | | The accompanying notes are an integral part of these financialstatements. {9}------------------------------------------------ ### **NIAGARA INTERNATIONAL CAPITAL LIMITED NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020** ### **Note 1 - Nature of business:** Niagara International Capital Limited (the "Company"), was organized in May 2007 as a New York limited liability company. The Company is a wholly owned subsidiary of Rossendale Group, Inc. (the "Parent"), 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 is considered a Non-Covered Finn exempt from 17 C.F.R. § 240.15c3- 3 relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5. The Company limits its business activities exclusively to receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients. The Company's operations consist of providing merger and acquisition services, through referrals from Sheumack & Co. GMA, LLC ("Sheumack"), a related party. # **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, 2020** # **Note 2 -Summary of significant accounting policies (continued):** ### **Income taxes:** The Company had elected to be taxed under the provisions of Subchapter S of the Internal Revenue Code ("IRC") and 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, 2020, open Federal tax years subject to examination include the tax years ended December 31, 2017 through December 31, 2019. # **Note 3 -Net capital requirement:** The Company is subject to the SEC Uniform Net Capital Rule (SEC Rule 15c3-1 ), 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-l 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, 2020, the Company had net capital of \$684,680, which was \$679,680 in excess of its net capital requirement of \$5,000. The Company's net capital ratio was zero 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. {11}------------------------------------------------ ### **NIAGARA INTERNATIONAL CAPITAL LIMITED NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020** ### **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. The Company and Sheumack have entered into an office and administrative services agreement ("Agreement"), last amended on January 1, 2020. The Agreement was for an initial one-year term and is automatically renewable unless canceled by either Party. 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 \$7,751 per month for the year of 2020. Fees under the Agreement totaled \$93,012 for the year ended December 31, 2020. # **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, 2020, cash held in excess of the FD1C insurance totaled \$434,680. # **Note 6 -Contingencies:** 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, 2020, through January 22, 2021, the date which the financial statements were available to be issued. {12}------------------------------------------------ ### **Reconciliation of Computation of Net Capital SCHEDULE I** ### **NIAGARA INTERNATIONAL CAPITAL LIMITED SUPPLEMENTAL INFORMATION PURSUANT TO RULE 17A-5 DECEMBER 31, 2020** | of
Net
Computation
Capital | | |----------------------------------------------------------------------------------|----------------| | Stockholder's
for
net
capital
equity
qualified | \$
688,652 | | Non-allowable
assets:
Prepaid
expenses | 3,972 | | | | | non-allowable
assets
Total | 3,972 | | Net
capital | \$
684,680 | | indebtedness:
Aggregate | | | Total
aggregate
indebtedness | \$ | | \$5,000
-
capital
the
greater
of
net
requirement
Minimum | | | 6
2/3%
or
of
aggregate
indebtedness | \$
5,000 | | Excess
net
capital | \$
679,680 | | of
aggregate
indebtedness
net
capital
Ratio
to | 0.0
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, 2020 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 is considered a Non-Covered Finn exempt from 17 C.F.R. § 240.15c3-3 relying on Footnote 74 of the SEC Release No.34-70073 adopting amendments to 17 C.F.R. § 240.17a-5. The Company limits its business activities exclusively to receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients. The Company does not hold funds or securities. As a Non-Covered Firm, the Computation of Determination of the Reserve Requirements and Information Relating to the Possession or 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 does not claim an exemption from 17 C.F.R. §240.15c3-3, and (2) Niagara International Capital Limited is filing the Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 as a Non-Covered Finn as it limits its business activities exclusively to receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients, and Niagara International Capital Limited (1) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers, (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. Niagara International Capital Limited's management is responsible for compliance with the Non-Covered Firm Provision 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 Non-Covered Firm provision. 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 Non-Covered Firm provision. *puuo* PHILLIP V. GEORGE, PLLC Celeste, Texas January 22, 2021 {14}------------------------------------------------ # **Niagara International Capital Limited** **757 Third Avenue, 21st Floor / New York, New York 10017 646-681-6349** ### **Exemption Report** **Niagara International Capital Limited** is a registered broker-dealer subject to Rule l 7a-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 )( 1 ) and (4). To the best of its knowledge and belief, the Company states the following: ( I ) The Company does not claim an exemption under paragraph (k) of 17 C.F.R. § 240. 15c3-3, and (2) The Company is filing this Exemption Report relying on Footnote 74 of the SEC Release No. 34-70073 adopting amendments to 17 C.F.R. § 240.17a-5 because the Company limits its business activities exclusively to receiving transaction-based compensation for identifying potential merger and acquisition opportunities for clients, and the Company ( 1 ) did not directly or indirectly receive, hold, or otherwise owe funds or securities for or to customers; (2) did not carry accounts of or for customers; and (3) did not carry PAB accounts (as defined in Rule 15c3-3) throughout the most recent fiscal year without exception. ### **Niagara International Capital Limited** I, Nicholas Sheumack, swear (or affirm) that, to my best knowledge and belief, this Exemption Report is true and correct. \ **/** *A /* /v Nicholas Sheum k. ChiefRxecutjve Officer January 15, 2021 Source: SEC EDGAR via Adviser Search (https://search.stillhousedata.com). Agents: see https://search.stillhousedata.com/llms.txt.