The 5 Lemons 🍋
A CPA’s Field Guide to Buying Businesses, SBA Acquisitions & Main Street M&A
For students, professionals, buyers, sellers, and the 360 advisory team
The 5 Lemons brings together a 19-chapter practitioner book with five reader-specific capstones in Part VI, a 10-module companion workbook, two interactive Excel worksheets, a 50-question certification test, and a plug-and-play 10-week course curriculum — all built around one clear framework for evaluating, structuring, and closing Main Street acquisitions.
5 Lemons: M&A Advisory
A CPA’s Field Guide to Buying Businesses, SBA Acquisitions & Main Street M&A
19 chapters. 5 real deal case studies. 5 reader-specific capstones in Part VI. QofE methodology, SBA structuring, negotiation judgment, and integration playbook — written by a practitioner still doing the work.
Courses, training, and adoption
Structured for self-study, classroom learning, executive education, firm training, and future certification pathways.
What The 5 Lemons is
The 5 Lemons is a practical educational platform built around Main Street M&A. It is designed to serve people who want to acquire businesses, teach acquisition thinking, strengthen professional judgment, or bring modern ownership education into a structured learning environment.
The 5 Lemons Framework
A fast-screening tool that categorizes any acquisition target by risk type: the Attractive Lemon, the Overvalued Lemon, the Rotten Lemon, the Seller-Dependent Lemon, and the Wrong-Fit Lemon. Each Lemon comes with detection logic and a default defensive move. Screen faster. Negotiate sharper. Walk away sooner.
Applied learning
Workbook exercises, case-based thinking, and structured modules help learners move from theory into practical use.
Flexible adoption
Designed for individuals, classrooms, workshops, firms, and institutions that want practical M&A education.
Exhibit 4.0 — The Testing-Logic Table
Five Lemons. Each one with how it shows up, the primary tests that detect it, and the default defensive move when it is confirmed. This is the reference card practitioners keep at their desk.
Score each Lemon 0–5. Total 0–25 maps to a verdict band: Proceed, Caution, Investigate, Walk Away, or Deal-Stopper. The interactive scoring tool runs the math for you.
Download the Scoring ToolFree downloads
The 5 Lemons is more than a book. It is a complete learning system. Download the four artifacts that turn the framework into a documented practice. All free. All practitioner-grade.
5 Lemons Scoring Tool
Interactive Excel workbook with dynamic verdict logic, sector multiple reference, and walk-away trigger checklist. Four sheets, zero formula errors.
Companion Workbook Module 4-A · .xlsx
Download ExcelEBITDA Normalization Worksheet
Seven-section quality-of-earnings workbook: reported financials, owner compensation, discretionary expenses, buyer-side costs, bank-to-revenue tie-out, and implied valuation. 73 formulas.
Companion Workbook Module 6 · .xlsx
Download ExcelCompanion Workbook Guide
Master guide naming all ten application modules. Anchor chapter, learning objective, contents, and deliverable for each. ~15–20 focused hours, end to end.
14 pages · .pdf
Download PDFCertification Examination
50-question closed-book exam administered by Max CEO Academy. 90 minutes. Five questions per Workbook module. Pass at 80% for The 5 Lemons Practitioner Certificate.
13 pages with answer key · .pdf
For instructors and program directors
The 10-week course curriculum, instructor guide, discussion question bank, and case-study teaching notes are available for accredited institutions. Contact us for adoption packets.
Request Instructor MaterialsPractice the 50-Question Certification Bank
Self-paced practice with the same fifty questions as the proctored examination. Answer one, see immediate feedback with the rationale, then move to the next. Track your progress by module. Retry any question. The proctored, closed-book PDF version remains available in Downloads for credentialing administered by Max CEO Academy.
About David Hernandez, CPA
David Hernandez, CPA, known professionally as Max L’Entrepreneur, is the founder behind The 5 Lemons and a practitioner in Main Street M&A, business valuation, due diligence, restructuring, and strategic advisory.
His professional background combines accounting rigor, entrepreneurial perspective, and real-world transaction experience. That combination shapes the platform’s focus on practical judgment, disciplined evaluation, and education that can be used outside the classroom as well as within it.
The 5 Lemons reflects his broader mission: helping entrepreneurs, students, professionals, and schools access a clearer, more usable model for thinking about business acquisition and ownership.
- Professional focus
Main Street M&A, business valuation, due diligence, restructuring, and strategic advisory. - Educational focus
Practical acquisition education for classrooms, professional learning, and owner-operator decision making. - Platform vision
A modern blend of publishing, curriculum, training, and applied business education.
Who the platform serves
Part VI of the book contains five capstone chapters — one for each reader who comes to The 5 Lemons with a different goal. Read the capstone that names you. Skim the others. The book speaks to all five, but it speaks differently to each.
Students & Self-Learners
College, MBA, and self-study readers building acquisition discipline from the ground up. Six essential takeaways. The 5 Lemons framework becomes your most transferable mental model.
Chapter 20 · 60–90 min
Professionals Starting Career
Newly licensed CPAs, junior attorneys, financial advisors, and bankers converting technical training into practitioner judgment. The four-corner advisory team and the pattern library that compresses twenty years.
Chapter 21 · 60–90 min
Buyers Growing Beyond Organic
Operators who built one business and now want to acquire others. Bolt-ons, roll-ups, competitor purchases. The buy-side discipline operating experience does not automatically confer.
Chapter 22 · 90 min
Sellers Looking for Exit
Owners harvesting the value they built. Read the buyer’s playbook, prepare for the diligence, and negotiate from a position the unprepared seller cannot reach.
Chapter 23 · 90 min
SBA Lenders & I-Bankers
SBA lenders, investment bankers, and regional advisors honing the 360 view. Six essential takeaways for the senior practitioner whose seat everyone wants at the table.
Chapter 24 · 90 min
How the platform can be used
The 5 Lemons is designed to support multiple use cases without fragmenting the experience. It can work as a self-study resource, a classroom tool, a workshop framework, or a professional development pathway.
- Self-study path
For entrepreneurs and professionals learning directly from the book, workbook, and practical tools. - Course path
For instructors and programs seeking a structured sequence of lessons, exercises, and applied assignments. - Workshop path
For executive education, firm training, and guided group learning. - Future expansion path
For certification, advanced learning, and advisory engagement.
Academic and institutional use
The platform is organized so that schools, instructors, and training organizations can quickly see how The 5 Lemons fits into structured learning environments.
Teach the framework
Introduce students to screening, diligence, valuation judgment, and practical business ownership thinking.
Use the workbook
Reinforce learning through exercises, self-assessments, and case analysis.
Adapt for programs
Use the modules in entrepreneurship, finance, accounting, continuing education, and executive learning contexts.
Expand into partnerships
Support workshops, guest lectures, cohorts, and future certification pathways.
For schools and instructors
- Entrepreneurship and business ownership courses
- Finance and accounting electives
- Case-based assignments and capstone use
- Executive education and continuing learning
- Instructor-led workshops and short programs
For professionals and entrepreneurs
- Self-paced acquisition learning
- Practical deal screening and evaluation
- Professional development and internal training
- Workshops, cohorts, and live instruction
- Future certification and advanced support
Frequently asked questions
Is this website only for people buying a business?
No. It is designed for entrepreneurs, students, professionals, and schools. Some visitors come to acquire businesses, while others come to learn, teach, or train around acquisition thinking.
Can schools or universities adopt this?
Yes. The platform is intentionally structured to support academic use, instructor-led learning, and business education programs.
Can professionals use this for training?
Yes. Advisors, CPAs, consultants, and firms can use the framework for internal development, workshops, and better client-facing acquisition conversations.
Is there room for future certification and programs?
Yes. The Certified Acquisition Entrepreneur (CAE) designation is in development. Completion of the 10-module workbook and a passing score on the 50-question test is the current pathway. A LinkedIn-shareable certificate of completion is issued upon passing.
What makes this different from other M&A books?
Most M&A books target Wall Street deals. This one targets Main Street: businesses with $500K–$20M in revenue, SBA-financed acquisitions, owner-operator transitions, and immigrant entrepreneurship. The author is an active practitioner who has facilitated over $60 million in SBA-financed acquisitions — not a professor writing about deals. Every case study is real. Every number is sourced.
How do I engage Brickell CPA as my M&A advisor?
Contact the office directly: (305) 707-8007 or max@brickellcpa.com. We work on a retained engagement basis with a defined scope and deliverables. We do not offer free assessments — a position we hold because we believe that free advice is sometimes more expensive than zero advice.
Ready to work with a real M&A advisor?
“Free advice is sometimes more expensive than zero advice.”
We work on a retained basis with defined scope and documented deliverables. Contact our office to discuss a formal engagement.
- Lead buy-side M&A advisor — from target screening through closing
- Second opinion on a deal in progress
- Quality of Earnings review, valuation, or deal structuring
- Academic adoption & institutional partnerships
- Post-acquisition integration & first-100-days CFO support