Buy-Side Financial Due Diligence

Know What You're
Buying.

Quality of Earnings reports for buyers, sellers, and lenders in the $500K–$50M market, led by a Canadian CPA, CMA. Flat fees. 1–4 week turnaround. No Big Four rates.

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4×
Every dollar of adjusted earnings impacts your purchase price by 4× at a standard multiple. A $50K earnings overstatement costs you $200K.
$3,500
Starting price for a QoE report. At a 4× multiple, catching one $25K earnings overstatement returns 40× the fee.
1–4 wks
Standard turnaround. Fast enough to keep your deal moving without rushing the analysis.
Canadian CPA, CMA
Flat-Fee, No Surprises
Written for Lender Review
$500K–$50M Deal Specialist
1–4 Week Turnaround

The Problem

Most small business buyers fly blind into closing.

The broker's financials look clean. The CIM tells a good story. But the numbers you see aren't always the numbers you're buying.

🔍

Seller financials are almost never audit-ready

Small business P&Ls routinely mix personal expenses into operating costs, inflate EBITDA through owner compensation tricks, and bury one-time items in recurring revenue. You need someone who reads these every day.

💸

One bad add-back can cost you six figures

At a 4× EBITDA multiple, every $25,000 of overstated earnings inflates the price by $100,000. A QoE report that finds three issues like this returns 20–50× its cost on a single deal.

⚡

Big Four won't touch deals under $5M

A Deloitte QoE report costs $25,000–$100,000+. For a $1M deal, that's irrational. Budget QoE shops do templates, not analysis. There's been no good option in the middle — until now.

Services & Pricing

Transparent pricing.
No custom quotes required.

Pick the tier that matches your deal. All fees are flat — what you see is what you pay.

QoE Lite

Quick Diligence

$3,500 flat

Best for sub-$1M deals with clean books and no red flags.

  • 2 years P&L + tax return review
  • Normalized EBITDA calculation
  • Owner add-back analysis
  • Revenue quality summary
  • Full written report
  • 30-min debrief call
  • 7–10 business day turnaround
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Standard QoE

Full Due Diligence

$7,500 flat

Best for $1M–$3M deals. Most ETA and SBA-backed acquisitions.

  • 3 years P&L, balance sheet + tax returns
  • Full normalized EBITDA bridge
  • Revenue quality + customer concentration
  • All owner add-backs and one-time expenses
  • Working capital summary
  • Risk flags and red flags section
  • Detailed written report
  • 60-min debrief call
  • 5–10 business day turnaround
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Comprehensive QoE

Institutional Quality

$12,500 flat

Best for $3M–$5M deals, complex financials, multiple entities.

  • Everything in Standard QoE
  • Monthly trend analysis (TTM + 2 yrs)
  • Customer aging + vendor concentration
  • Employee/compensation schedule review
  • Working capital peg recommendation
  • KPI analysis and benchmarking
  • Comprehensive written report
  • 90-min debrief + follow-up session
  • 15–20 business day turnaround
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Sell-Side & Third-Party QoE

Seller-commissioned reports that travel with the deal. Surfaces earnings adjustments before buyers do, supports a defensible asking price, and reduces friction across multiple bidders. Third-party engagements can serve both sides.

$5,000 – $12,500

Advisory Business Valuations

Indicative value estimates for transaction planning, offer benchmarking, or exit planning. Not certified appraisals.

$3,500 – $7,500

Advisory Retainer

Monthly access while you search ($1,500/mo) or post-acquisition financial support ($3,500/mo). Minimum 3 months.

$1,500 – $3,500 / month

Rush engagements available. Need results in half the standard time? Rush pricing adds 50% to the base fee. Contact me to confirm availability before engaging.

Matt Calnan, CPA, CMA

About

You need a CPA on your side of the table.

CPA CMA Transaction Advisory QuickBooks Expert

I'm Matt Calnan, a Canadian Chartered Professional Accountant (CPA, Alberta) and Certified Management Accountant (CMA) with deep experience in financial analysis, accounting systems, and transaction advisory.

I started Mainstreet Advisory because I kept seeing the same problem: ETA buyers in the $500K–$50M space couldn't access credentialed financial due diligence at a price that made sense for their deal size. The Big Four won't touch it. Budget shops don't have the credentials. That gap cost buyers real money.

My practice is built around one question: Are the earnings you're paying for real? Every engagement starts there and works outward.

What I bring:
CPA-level rigor on the numbers. QuickBooks and accounting system expertise (I can read a messy GL where others get lost). Direct communication — I tell you what I found, what it means for your deal, and what to do about it.

Work with Matt

How It Works

From inquiry to report in four steps.

I keep it simple. You focus on your deal — I handle the financial analysis.

1

Scoping Call

15 minutes. Tell me about the deal — size, complexity, timeline. I'll recommend the right service tier and confirm turnaround availability.

2

Engagement & Deposit

Engagement letter signed, 50% deposit paid. I send you a document request checklist — standard 10-item list, usually completed in 1–2 days.

3

Analysis

I do the work. No check-ins unless I find something material that requires your input. You'll hear from me when the report is ready.

4

Report & Debrief

Balance due on completion of analysis. Once it clears, you get the written report and I'll walk you through findings on a call. You'll know exactly what you're buying.

Who I Work With

Built for serious acquisition entrepreneurs.

ETA Buyers

Self-Funded Searchers

You've been searching for 6–18 months and you're approaching LOI. You've reviewed the CIM and the P&Ls but you need a CPA to validate what the seller is telling you before you commit.

SBA Borrowers

SBA 7(a) Acquisition Buyers

Your lender is going to want the numbers verified. A buyer-side QoE, written to be read by a credit team, gets that done before underwriting instead of during it. Deals over $3M after October 1, 2026 also need an independent QoE the lender accepts. Since SBA's September 25 update, that can be a report you order that meets SBA's minimums and clears the lender's own review, or one the lender orders. I scope for either.

Not prequalified yet? Start with Lendesca →

First-Time Buyers

First Business Acquisition

You're not a professional acquirer — you're buying one business to own and operate. That makes quality diligence more important, not less. I explain every finding in plain English.

Experienced Buyers

Repeat Acquirers & Operators

You know what you're doing but you want an independent CPA running the numbers. You've seen deals go sideways and you're not willing to skip diligence on a deal this size.

Sellers

Business Owners Preparing to Exit

Get your financials clean before you go to market. A sell-side QoE identifies add-backs and adjustments in advance, sets a defensible asking price, and prevents buyer surprises from killing your deal late in the process.

Third-Party

Dual-Use Reports

A single seller-commissioned report shared with buyers, lenders, and attorneys. Common in competitive processes where a seller wants to reduce friction across multiple bidders. Fee structure and report access are established upfront by agreement. Not a substitute for a lender-required QoE.

SBA Lenders

SBA $3M+ QoE (SOP 50 10 8.1)

From October 1, 2026, SBA 7(a) acquisition loans with a $3M+ purchase price require an independent Quality of Earnings report. Under the September 25 update, the lender can order it, or accept one the buyer orders if it meets SBA's minimum conditions and the lender's own qualified vendor reviews and accepts it. Seller- or broker-commissioned reports are a separate question, so ask the lender before relying on one. I offer a scope built to the SOP's required contents for either route, with a defined delivery date from a complete file. Ask for the lender program sheet.

I also work with business brokers whose buyers need diligence support, SBA lenders looking for better-prepared borrowers, and M&A attorneys who need a CPA partner on the financial side of small deals.

Frequently Asked Questions

Questions people ask before engaging.

Yes — especially for a smaller acquisition. At a 4× EBITDA multiple, every $10,000 of adjusted earnings changes the price by $40,000. A $3,500 report that finds $75,000 in overstated earnings saves you $300,000. The math isn't close. Most buyers who've been through a deal without QoE and had problems wish they hadn't skipped it.
Yes. The broker is paid when the deal closes. They are not on your side of the table — and that's not a criticism, it's the structure. A broker who says "the deal is clean" is telling you what they believe, but they haven't done a financial analysis. You need your own CPA reviewing the numbers before you commit to a purchase price.
Yes. SBA 7(a) lenders require financial analysis and an earnings recast for acquisition loans. My Standard and Comprehensive QoE reports are structured to include the normalized earnings documentation SBA lenders look for. That said, every lender has slightly different requirements — check with your specific lender about their documentation expectations before engaging.
A seller who won't provide 3 years of tax returns and financial statements to a serious buyer post-LOI is a significant red flag. I can work with what's available and flag what's missing, but there are minimums below which a meaningful QoE isn't possible. If you're in this situation, reach out — I'll tell you what analysis is and isn't feasible with the available data.
No. Mainstreet Advisory provides advisory and analytical services. My reports are not audits, reviews, or compilations of financial statements. I analyze the financials provided, identify adjustments, and give you an informed view of the business's true economic earnings. This is the same type of analysis that private equity firms do when they acquire businesses — it's analytical, not attestation.
After a brief scoping call, I send you a document request list. Standard items: 3 years of P&L and balance sheets (QuickBooks export preferred), 3 years of business tax returns, 12 months of bank statements, and the CIM or financial summary from the broker. Sellers with organized records can usually get me everything within 1–2 business days. I start the clock when I have a materially complete document set.
It depends on the deal size. For most SBA 7(a) acquisitions under $3M, a buyer-commissioned QoE is voluntary and lenders generally accept it as financial verification — my reports are written to be read by a credit team. For loans with a $3M+ purchase price, SBA SOP 50 10 8.1 (effective October 1, 2026) requires an independent QoE. Under the September 25 technical update, the lender can accept a buyer-ordered report if it meets SBA's minimum conditions and the lender's own qualified vendor reviews and accepts it. The lender can still reject it and require its own, so ask early. Seller- or broker-commissioned reports are a separate question for your lender. I offer both a buyer-ordered scope and a lender-engaged scope for those deals. Dual-use reports (commissioned by the seller, shared with buyers and lenders by agreement) are a third structure, useful in competitive processes, but check with your lender before counting on one to satisfy the requirement. Plain-English guide to what changes on October 1, for deals of any size: read the buyer guide. Not prequalified yet? Start your SBA buyer prequalification with Lendesca.
Yes. Canadian buyers acquiring US businesses are a growing segment of the ETA community. I understand the cross-border dynamics and can flag any considerations relevant to your situation. All fees are in USD.

Get in Touch

Let's talk about your deal.

Tell me about the acquisition you're working on. I'll confirm whether I can help and which service tier fits — usually within 24 hours.

Location
Serving clients across North America

Tell me about your deal

I respond within 24 hours, usually faster.