For business brokers and M&A intermediaries
The financial questions buyers ask you — that you shouldn't be the one to answer.
TrueQoE gives your buyer or seller an independent read on what the numbers support — helping you decide what is ready to market, anticipate what a buyer may challenge, and give buyers somewhere independent to take the financial questions you should not answer.
Copies the TrueQoE First Pass link to your clipboard.You don't have to pay for it.
TrueQoE is normally engaged by the seller or the buyer, not by you. Some brokers also commission a First Pass themselves when they are deciding whether to take a listing — if that is how you would use it, tell us and we will work out the arrangement. Either way, what you get back is a clearer answer about whether the business is ready to market, a buyer with an independent place to take financial questions, and fewer surprises later in the process.
Evaluating a difficult listing yourself? See how an engagement works →
Three points in your process where an independent read pays for itself.
Before you take the listing
List, or don't list.
Some files are obviously marketable. Some obviously are not. The ones that cost you money are in between: the books raise questions, the add-backs are generous, and you cannot tell whether the earnings survive contact with a buyer until you have spent months finding out. A First Pass tells you what the financials actually support before you commit your name and your calendar.
Before I take this on, I want an independent read on the numbers. If the earnings hold, we go to market with confidence. If they don't, better we both know now.
After the engagement, before you market
Find the questions before the buyers do.
Every add-back your seller claims is one a buyer will test. A First Pass produces the list in advance — what will be challenged, what documentation closes it, and what the earnings look like with and without each item. Your seller spends the pre-market weeks gathering paper instead of improvising in a diligence call.
Anything your buyer is going to ask, let's answer it before they ask. Here is the list.
When a buyer asks you for financial advice
Give them an answer without giving them your opinion.
What is it worth? Are these add-backs real? What should I be asking? You are a transaction broker, not their advisor, and you have good reasons not to answer. TrueQoE gives the buyer an independent analysis and their own diligence list — sourced to the documents, not to you.
I can give you everything the seller has provided. I'm not your financial advisor, so I won't tell you what to make of it. If you want an independent read on the earnings and the questions worth asking, here's where to get one.
Surface the retrade in week one, not week ten.
Many deals do not break because the buyer suddenly dislikes the business. They break because buyer and seller discover too late that they were underwriting different numbers. When both views of the same P&L are documented early, the disagreements are visible while they are still cheap to investigate — and the ones that cannot be resolved end the conversation before anyone has paid for diligence.
A written analysis, and the list of questions that comes with it.
| Element | What it is |
|---|---|
| The diligence question list | The questions a buyer or their advisor is likely to raise, in plain English, each tied to the line that prompted it. Your client can answer them with documents before anyone asks |
| The earnings bridge | Book net income through EBITDA, adjusted EBITDA, seller's discretionary earnings and a buyer-adjusted view — each step shown, each adjustment sourced |
| Every adjustment, included and excluded | What was applied, what was declined, and why. Items left undecided are shown as a range rather than resolved by assumption |
| Things that do not fit | Internal contradictions between the numbers, the adjustments and the answers given |
| Evidence and provenance | Which document and which line supports each figure, and which person made each decision |
Where this sits, and where it doesn't.
| This is | This is not |
|---|---|
| Pre-LOI financial diligence: decision support before anyone spends real money | A CPA-performed or lender-ordered Quality of Earnings engagement |
| Analysis you can hand to a CPA to narrow their scope | A substitute for CPA, legal or tax advice |
| A structured read on what the documents support | An audit, an appraisal, or an opinion of value |
| Independent of the broker, and engaged by whoever commissions it | Something that satisfies a lender's requirement |
When a lender requires a Quality of Earnings, they will select the firm and the parties will pay for it. A First Pass comes earlier and answers a different question: is this deal worth advancing at all?
On larger deals, the lender picks the diligence.
Under SOP 50 10 8.1, effective October 1, 2026, an SBA 7(a) acquisition at a purchase price of $3 million or more requires a quality of earnings report prepared for the lender's benefit by an independent professional the lender engages. Your client does not choose the firm, the scope or the timing. The centrepiece is a reconciliation tying bank statements to the income statements and the tax returns.
A First Pass is not that report and does not replace it. It answers the question that comes first: does the earnings story hold together well enough to justify moving forward to that next level of diligence? Below that threshold, the SBA rule does not require a quality of earnings — which is also the part of the market where buyers frequently proceed without institutional-grade financial diligence.
How an engagement works.
- 01
You make the introduction. A sentence in an email, or the link from this page.
- 02
Your client sends what they have. P&Ls, tax returns, add-back schedules. Perfect books are not a prerequisite — the analysis reports what the evidence supports and flags what it does not.
- 03
A working session within three business days, typically 45 to 60 minutes; a complicated file can run longer. Founder-facilitated today; a CPA or CFA reviewer as the team grows. You are welcome on the call, and so is your client's accountant.
- 04
The written analysis follows. Your client receives it. You receive it if your client says so.
What it costs: current pricing and availability are on the First Pass page. If your client does not think the session was worth it, they do not pay.
Frequently asked questions
Does this cost me anything?
No. The seller or the buyer engages it. There is nothing for your firm to license or resell.
Will it kill my deal?
It surfaces issues a buyer is likely to encounter later, while they are still cheaper to investigate and resolve. If an issue cannot be resolved, it is better to discover that before both sides have invested heavily in diligence. Files that come through it go to market with the answers already in hand.
Does it replace a Quality of Earnings?
No. It comes before one, and it often narrows what a CPA has to scope. When a lender requires a Quality of Earnings engagement, that engagement still happens.
Who sees the report?
Whoever commissions it decides. If your seller engages it, it is theirs to share with you, with a buyer, or with nobody.
What if the seller has no clean financials?
Then that is the finding, and it is better to know before marketing. The analysis reports what the documents support and names what is missing, rather than filling gaps with assumptions.
Can I put my own brand on it?
Not today. If that would change how you would use it, say so — it is on the roadmap and early partners are shaping the order.
Is there a referral arrangement?
We are working through what is permitted for licensed intermediaries, which varies by state. Tell us where you are licensed and we will tell you what we can and cannot do.
How long does it take?
The session runs about an hour once the documents are in. The written analysis follows the session.
The next time a buyer asks you what the numbers mean.
Good brokers know where their role ends. Send the financial analysis somewhere independent: it costs you nothing, it keeps you from becoming the client's financial advisor, and it gets the deal to a better-informed decision faster.
Copies the TrueQoE First Pass link to your clipboard.