Search

For searchers and acquisition entrepreneurs

The CPA firm for searchers buying a business

Midwest CPA helps self-funded and traditional searchers buy with confidence: we test the seller's numbers with a Quality of Earnings review, prepare diligence your SBA lender and investors can follow, support you through the close, and keep your books and taxes in order after you take over.

Licensed CPA firm 350+ QoE reviews completed Remote, serving searchers nationwide

Chris Barrett, CPAFounder, Midwest CPA

Credentials

  • Licensed CPA firmWisconsin Firm #1651
  • PASBA memberProfessional Association of Small Business Accountants
  • 350+ QoE reviewscompleted for business acquisitions
  • $1B+ combined transaction valueself-funded searchers to PE and family offices

You get one shot at this deal. Make sure the numbers are real.

Most searchers spend months finding the right business, then put their savings, their investors' capital, and often a personal guarantee behind it. Diligence is where you find out what you're actually buying.

The seller's numbers aren't the whole story

Small-business books are often built for taxes, not for a buyer. Add-backs, cash-basis records, and owner expenses can make earnings look better or worse than they really are. Revenue recognition issues are among the most common findings in our QoE work.

Your lender and investors need numbers that hold up

SBA lenders, equity investors, and seller-note holders all rely on the same earnings figure. A clear, well-supported QoE gives everyone at the table the same view of adjusted EBITDA and working capital.

Surprises after the close are expensive

Working capital that comes up short, revenue that doesn't repeat, or a tax structure nobody planned for can change the economics of the deal. It's far cheaper to find these issues before you sign than after.

Support at every stage of your acquisition

One CPA-led team from your first serious deal to your first year as an owner.

1

Getting close to an LOI

Talk to us early. On a free intro call we'll discuss your deal, the diligence it's likely to need, and timing, so you're ready to move once the LOI is signed. Our free tools help you screen deals in the meantime.

Due Diligence Checklist →

2

Quality of Earnings under LOI

An independent review of the target's historical earnings: adjusted EBITDA, net working capital, and a detailed report of findings. Diligence is scoped to your deal, from a full QoE to narrower work such as revenue validation.

Quality of Earnings →

3

SBA lender support

Lender-ready QoE reports for SBA 7(a) acquisitions, including deals covered by the SBA's QoE requirement for purchase prices of $3 million or more. We walk you through the findings so you can answer your lender's questions.

SBA loans and due diligence →

4

Closing the deal

Our working capital analysis supports the conversation about the working capital target, and we help you think through the tax side of the deal structure before you sign.

Asset sale vs. stock sale →

5

After the close

Accounting system setup from day one, then monthly bookkeeping, payroll, and business tax, handled by the team that already knows your business from diligence.

Accounting system setup →

Why searchers choose Midwest CPA

Built for business buyers

Self-funded searchers are at the heart of our practice. With 350+ QoE reviews completed, we know where small-business financials tend to break.

CPA-led, start to finish

Midwest CPA is a licensed CPA firm led by Chris Barrett, CPA, with CPAs leading our transaction advisory, tax, and accounting work.

Reports your lender and investors can follow

Adjusted EBITDA, a working capital analysis, and a detailed report of findings, followed by a review call where we walk you (and your investors, if you like) through the results.

No handoff after closing

The team that reviewed your deal can set up your accounting and keep your books and taxes on track, so nothing gets lost between diligence and ownership.

How a Quality of Earnings works

Budget about four weeks. Many projects finish in two to four weeks when the seller responds promptly.

1

Kickoff and engagement

We connect directly with the seller and get the data pipeline flowing.

2

Collect data and analyze

We gather financial data, reconcile the books, and analyze trends and adjustments.

3

Seller interviews

We hold structured calls with the seller to clarify operations and accounting.

4

Final report and review

We deliver adjusted EBITDA, a working capital analysis, and a detailed report of all our findings.

Want the full detail on scope and deliverables? See our Quality of Earnings page →

What searchers say

 

“Chris has been an invaluable resource during my SMB acquisition. He started as my financial due diligence provider, putting together a comprehensive QoE, and has become a trusted partner that I plan to use for all bookkeeping and financial operations post-acquisition.”

Ethan ReznikoffCEO, D’vine Taste Promotions

“Chris and Alyssa did a Q of E for me. Went above and beyond. Incredible work. … My buddy who worked at a big 4 consulting work doing Q of E said he would have charged 3X as much as Midwest charged.”

Jonathan Farchi-SegalCEO, Clinton Harbor

“He assisted me with my QoE for my business acquisition and he and the team performed the task efficiently and effectively. I am excited to continue to work with him for years to come.”

Jacob ForbisOwner, The Customer Story

Our clients have bought businesses in

Midwest CPA advises self-funded searchers, traditional searchers, private equity groups, family offices, and strategic acquirers on lower-middle-market acquisitions, with more than $1 billion in combined transaction value to date.

  • HVAC
  • Plumbing
  • Electrical contracting
  • Landscaping
  • Manufacturing
  • Trucking, logistics and transportation
  • Real estate and construction
  • Government contracting
  • Professional services
  • Marketing agencies
  • Healthcare
  • E-commerce
  • Retail
  • Hospitality and restaurants

Who you’ll work with

Your deal is led by CPAs who do transaction work every day, and the same firm can stay with you as your accountants after the close.

Chris Barrett, CPAFounder and Managing Director

Alyssa Harp, CPA, MBATransaction Advisory Manager

Hayley Berthiaume, CPATax Manager

Alison Brennan, CPAAccounting Manager

Questions searchers ask us

What does a CPA do for an acquisition entrepreneur?

A CPA who specializes in acquisitions tests the seller’s financial statements before you buy (usually through a Quality of Earnings review), helps you and your lender understand sustainable earnings and working capital, flags tax and structure questions before closing, and can then run your accounting, payroll, and taxes as the new owner. Midwest CPA does all of this for self-funded and traditional searchers.

When should a searcher contact Midwest CPA?

Any time during your search. The best time is when you are getting close to submitting an LOI on a deal you are serious about, so diligence can start as soon as the LOI is signed.

What is a Quality of Earnings (QoE) report?

A QoE is an independent analysis of a business’s historical earnings. It tests the seller’s numbers, adjusts them to show sustainable earnings (adjusted EBITDA), and analyzes net working capital, so buyers, lenders, and investors make decisions on numbers that have been tested.

Does the SBA require a Quality of Earnings report?

For SBA 7(a) acquisition loans with a business purchase price of $3 million or more, a QoE is required for applications SBA receives on or after October 1, 2026. Your lender will confirm what it needs for your deal. Midwest CPA prepares lender-ready QoE reports for SBA-financed acquisitions.

What are the most common issues found in a QoE?

Revenue recognition issues are among the most common findings in our QoE work, for example revenue recorded in the wrong period or books kept on a cash basis that hide the true timing of earnings. We also look closely at owner add-backs and net working capital. Read more about revenue recognition.

Is my deal too small for a QoE?

A QoE is a real investment, but unless you could comfortably lose what you are paying for the business, it usually makes sense to have an independent expert test the financials first. We scope diligence to the deal, so smaller acquisitions may need narrower work, such as revenue validation, rather than a full QoE.

How long does a QoE take?

We recommend budgeting about four weeks. Many projects are completed in two to four weeks when the seller provides data and answers questions promptly.

How much does a QoE cost?

It depends on the size and complexity of the business and what you and your lender need. We publish our pricing so you can review it before you call. See our pricing page.

Will you tell me whether to buy the company?

The decision is always yours. Our job is to give you a clear picture of the risks and the opportunity. Based on what we find, we may point out issues that support a different price or deal structure.

Can Midwest CPA be our accountant after we close?

Yes. We set up your accounting system and provide monthly bookkeeping, payroll, and business tax for owners after the close, so the team that reviewed your deal can keep your books.

Scroll to Top

Contact

Connect