• Outsourcing of a business’ finance and accounting department, from the Chief Financial Officer on down. We tailor these services to each client’s requirements and needs.
• Business valuations for estate, gift, and ESOP’s, as well as expert testimony in divorce and shareholder disputes.

• Basic accounting and income tax services, including compilations, write up work, analysis, and income tax preparation and planning for individuals, corporations, and partnerships.

Outsourcing services:

Premiere Financial Consultants, Inc. (PFC) will provide outsourcing of a business’ finance and accounting department, from the Chief Financial Officer (CFO) function through the clerical accounting functions and everything in between. PFC will act as an outsourced CFO when the sophistication of a CFO is required, but not required full time. Such as adding budget and forecasting controls, developing or enhancing management reporting controls, providing financial discipline to strategic planning of the company, structuring bank financing, and maintaining banking relationships. In addition, Premiere Financial Consultants, Inc. will outsource the controller function including cash management, key reconciliations, and financial reporting. Finally, PFC will outsource needed clerical functions. Outsourcing services include:

• Business Advisory Services,
• Management Reporting and Controls,
• Strategic Planning, Projections, and Budgeting,
• Corporate Finance,
• Pricing Analysis,
• Cash Management Services,
• Controller Services, and
• Clerical Functions.

Business valuation services are required when the value of a business interest such as common stock, preferred stock, partnership interests, etc. is required yet the specific interest is not traded on a national exchange, such as the New York Stock Exchange. The valuation of non publicly traded securities is required for gift and estate tax purposes, divorce, shareholder disputes, and buy/sell agreements.

Accounting and Income Tax Services:

Premiere Financial Consultants, Inc. offers a full range of accounting and tax services including income tax planning, estate planning, sales tax nexus research, return preparation, preparation of financial statements, compilations, review, and audits. We represent our clients in income tax and sales tax audits.

• Outsourcing of a business’ finance and accounting department, from the Chief Financial Officer on down. We tailor these services to each client’s requirements and needs,

• Business Valuations for Estate, Gift, and ESOP’s, as well as expert testimony in divorce and shareholder disputes, and

• Basic Accounting and Income Tax services, including compilations, write up work, analysis, and income tax preparation and planning for individuals, corporations, and partnerships.

• Business Advisory Services,
• Management Reporting and Controls,
• Strategic Planning, Projections, and Budgeting,
• Corporate Finance,
• Pricing Analysis,
• Cash Management Services,
• Controller Services, and
• Clerical Functions.

Premiere Financial Consultants defines its business advisory service as "Temporary Chief Financial Officer". Thus, we will offer a full range of financial-oriented business advice (many areas of which are individually discussed) to the business which does not require a sophisticated Chief Financial Officer on a full-time basis. In addition to areas previously discussed, we have been involved in analyzing financial statements for mergers and acquisitions, lease vs. buy decisions, and designing and implementing accounting and reporting systems.

Management Reporting and Controls:

The most important purpose of financial reporting is to provide management with information required to run the business and make management decisions. We work with management to develop an information, accounting and control system to assure management has accurate and timely information. A management information system can be as simple as monthly or quarterly financial statements or as complex as a daily or weekly balance scorecard. We will define what information is needed at what point in time, and develop an efficient system to provide the needed information. We will monitor information needs to assure the information system keeps up with management’s needs as business issues change. Finally, we will work with management to interpret and prioritize the information.

Strategic Planning, Projections, and Budgeting:

In order to survive, compete, and grow in today's business climate it is important to develop formal goals and objectives, as well as strategies to implement them. In addition, it is important to quantify these objectives in the form of budgets and projections. A budget provides a base for measuring a company's performance toward its goals, and helps management identify areas where corrective action is required.

Premiere strongly believes in the use of planning and budgeting. Our approach is to assist management in developing goals, and challenge their assumptions. We will then develop a budget based on various assumptions to provide management with an analysis of the effect of different strategies. After reviewing various "if-then" analyses, we will help decide on the most likely budget, and assist management in developing a reporting system used to monitor performance against the budget. Finally, we will periodically review actual performance compared to budgeted assumptions in order to understand any variances and identify areas on which to capitalize on successes or correct problems.

Corporate Finance:

A large part of a business' success is locating adequate financing. However, the competition among banks, savings and loans, and financial service organizations has resulted in an expanded number of financing products available for any specific purpose. Thus, it becomes more important to identify where a particular business should obtain financing and, specifically, which available products can best coordinate with the needs and cash flow of the specific business. Further, within each financing product, there is room for specific structuring. Thus, it is extremely important for a business to analyze exactly the amount and structure of its financing requirements and obtain these requirements from the correct institution. Our approach to obtaining financing for our clients is to first develop a financing package. This package will explain to the potential lenders exactly what type of financing we are requesting, how the funds will be used, and finally, how the money will be repaid. This financing package will include a business plan, financing projections, and an analysis of the historical cash flow of the business. By developing the business plan and financial projections, we will be able to identify the most appropriate financing structure to coordinate with the client's growth needs and expected cash flow. We will also be able to identify what future risks exist in the business and the industry and attempt to negotiate the required flexibility in the financing package. Finally, after developing the financing package and identifying the structure and amount of financing required, we will then shop at the various financial institutions for the product our clients require.

Pricing Analysis:

Theoretically, the pricing of products and services is dictated by the market. However, an analysis of pricing and the related costs of the product or service are extremely important. Premiere will work with management to analyze the profitability of products, services, and markets. This will assist management in determining the profitability of its business model and the markets in which it participates.

Cash Management Services:

No matter how simple or complex a business model may be, the transaction ends by depositing the customer’s payment in the bank. From the original customer prospecting to depositing the customer’s payment, cash flow will affect all areas of the business, customer relations, vendor relations, employee relations and, of course, the banking relationship. Premiere will assist in all areas of cash flow, including daily cash management. We will also work with management to develop and implement a credit checking process to identify customer cash management requirements to reduce the risk of uncollectable accounts. We will work with accounts receivable and collection personnel collecting receivables as they begin to age. Finally, we will work with accounts payable personnel to efficiently schedule vendor payments.

Controller Services:

The basic financial and management reports are financial statements, balance sheet, income statement, and statement of cash flow. In order to prepare timely financial statements, various accounting functions need to be reviewed and analyzed. In addition, accounts should be reconciled. Premiere will first design the accounting process to assure transactions are processed efficiently. We will review the frequency of account analysis and reconciliation. Finally, we will work with the client staff to assure the work is efficiently allocated between client employees and Premiere.

Clerical Functions:

Early in a start up’s life cycle, there is not sufficient volume of invoicing, collections, accounts payable, cash disbursements and payroll processing to keep an internal accountant busy. In these circumstances, we will perform the accounting clerical transactions until the business has sufficient transactions to bring these functions in house.

The valuation of stock in a closely held corporation may be required for many reasons, including:

1. Gift and Estate Taxes - This is one of the most common reasons for valuing a closely held corporation. Gift taxes on a transfer of stock to the next generation as part of a gifting program is computed based on the value of the asset at the time of the gift. Further, estate taxes are computed based on the value of the decedent's estate. Thus, a supportable value must be available.

2. Estate Planning - Estate planning for a majority shareholder in a closely held corporation extends beyond the calculation and redeployment of assets in order to minimize estate taxes, but also encompasses the individual's corporate management succession, goals, ownership progression, and various cash flow considerations. In order to adequately plan for these objectives, an asset listing including the value of the close corporation is an important starting point.

3. ESOP's - An employee stock ownership plan may be formed for various reasons, including:

• purchasing corporate stock from a shareholder,

• purchasing corporate stock from Treasury, and

• acquiring previously unissued stock.

An ESOP is required to obtain an independent appraisal for its initial acquisition of the security, as well as value the stock annually in order to compute each employee's account balance.

4. Buy/Sell Agreements - In the instance a co-owner or partner is selling his ownership interest to the other owners, it is important for an independent valuation of the interest to assure the transaction is at fair market value.

5. Employee Compensation Agreements - Many close corporations use stock option programs or stock appreciation rights programs as an incentive to key management personnel. In these instances, the value of the close corporation stock is required to be computed.

6. Reorganization/Recapitalization - In these areas the value of a close corporation and the related securities used in the reorganization need to be independently valued at the fair market value of the security in order to assure the objectives of the reorganization are met and future income tax exposure is limited.

7. Other miscellaneous valuation analysis requirements include:

• marital dissolution,

• charitable contributions,

• acquisition of minority interests,

• spin-offs,

• acquisitions, and

• financing.

The objective of a valuation analysis of a closely held corporation is to calculate a price at which the property would change hands between a willing buyer and a willing seller. In addition, the valuation approach will depend on the purpose of the valuation, such as:

1. going concern,

2. orderly liquidation, or

3. forced liquidation.

Valuation Analysis:

We take a three-phase approach to valuation analysis. The purpose of Phase I is to develop the valuation methodology. In this regard we hold extensive discussions with management in order to identify the company's strengths, weaknesses, and its position in the industry. In addition, we research the specific industry in order to understand how general economic conditions affect the industry as a whole and the company in particular. Finally, we perform a detailed analysis of past financial statements. Once we have developed the valuation methodology we will begin Phase II, analyzing the value of the company.

Traditional Approaches:

There are three traditional approaches to valuing an interest in a closely held company. The income approach, the market approach and the cost or underlying asset approach.

Income Approach:

The application of the income approach establishes value by methods which capitalize future anticipated benefits, such as net income or cash flow, by a discount or capitalization rate that reflects market rate of return expectations or conditions as well as the risk of relative investment. Alternately, value may be established by capitalizing a normalized level of historical benefits such as income or cash flow.

Market Approach:

Value can be determined by the market approach by comparing the entity to similar businesses, business interests or securities that are for sale or have been sold. Generally, this can be accomplished by a comparison to publicly traded guideline companies or by an analysis of actual transactions of similar businesses sold.

Underlying Asset Approach:

The underlying asset or cost approach establishes value by netting the fair market value of assets by the liabilities to determine the net asset value or net worth of the business. If appropriate, this approach includes the value of both tangible and intangible assets. This approach is usually of greater importance when valuing investment or holding types of businesses.

Finally, during Phase III we will adjust the value of the company as a whole in order to reflect the specific purpose of the valuation analysis. These adjustments will include discounts taken for a minority interest, loss of a key employee, etc.; or premiums added in order to reflect such things as corporate control.

The result of our valuation analysis may be a written report discussing the purpose of the analysis, the valuation method used, the key assumptions used during the valuation, and finally the value of the business for that specific purpose.

Income Tax and Estate Tax Planning:

One of the most complex areas of tax planning is coordinating income tax planning of a business with the income and estate planning of its owners. We are experienced in developing tax-planning ideas to minimize tax liability to the business and its owners.

In addition, we will develop an income tax and estate tax plan to assist individuals in minimizing current income and estate taxes and, thus, increasing net worth.

Tax Compliance:

As a full-service financial consulting and accounting firm, we provide tax compliance services for all types of tax returns. Income tax compliance includes individual, corporation, S corporation, partnership, employee benefit plans, trusts, etc. We also provide sales tax and payroll tax compliance services. We provide tax compliance services with business planning perspective needed to identify future planning opportunities.

Attest Services:

Many companies are required by financial institutions, funding contracts, or government agencies to have their financial statements certified by an independent accountant. We will provide all levels of financial statement attestation, including compilations, reviews (*), and audits (*).

Personal Financial Planning (*):

Personal financial planning is a term with many meanings. We define personal financial planning as the development of personal financial goals, and a plan to reach these goals. Our approach to personal financial planning first involves creating your current financial profile. This includes computing present net worth, income and expenditure patterns, investment performance, and gross estate. We then assist in developing your financial goals, the priority of these goals, and the resources needed to achieve them. Finally, we will design strategies to achieve these goals.

We will also assist clients with investment management services in order to coordinate their asset allocation with their financial requirements and personal feeling of investment risk.

(*) Service provided by strategic business partner.