Stuart Cooper CPA Inc.
9868  Bluefield Drive
Boynton Beach, Florida 33473
305-799-5118
561-336-4086 Office
786-513-2761 Fax
Sdcgec  Skype
sdccpa@gmail.com
stuart@stuartcooper.com
http://stuartcooper.com

Services

Whether it's Accounting, Consulting, Technology or Human Resources, we start with a thorough process of assessment and implementation. We strive to understand your current state, identify areas needing improvements and clarify and define service expectations.

Because of our expertise with all aspects of the operational infrastructure of nonprofits, We are able to approach our work with each client with the knowledge and background to reach solutions others may not have the insights to propose. We can foresee problems, offer creative solutions to challenges or highlight opportunities that other consultants may miss.

Once the challenges and goals have been outlined and agreed to, the Cooper team works to establish a path to overcome the challenges and to achieve the goals. We remain a partner to our clients throughout the process, revising the plan when needed and pushing to completion.

Tax and Business

We specialize in a variety of areas including accounting services, bankruptcy & insolvency, business advisory, corporate taxation, family wealth services, financial statements, international taxation, state & local taxation, tax controversy, tax credits & incentives, tax-exempt business, tax return compliance and transaction advisory. Our high degree of specialization ensures that both the advice and services clients receive are specific to their needs.

Members of the Firm's Tax & Business Services division are dedicated professionals who have been involved in accounting and business advisory needs with numerous complex transactions at the local, national and international levels. Our client base includes large corporations, international businesses, foreign nationals, high-net-worth individuals, family business owners, and local business operators, among others. We provide advice and guidance in a highly personalized manner with partner involvement at every level of service.

Assurance Services independent audit, attestation and transaction advisory services to both publicly traded and privately owned companies in a wide variety of industries.

Advisory Services

Advisory Services division provides regulatory agencies, lawyers, trustees, financial institutions, insurance companies and business owners a wide range of services to meet the challenges of today’s business environment. With a team of skilled professionals, experienced in multiple industry groups, we have the expertise to successfully navigate complex issues including: bankruptcy forensic investigations; capital recovery; solvency analysis; preference analysis; fraudulent conveyance analysis; restitution claims; risk management; lost profit damage analysis; corporate governance; business valuation and loss calculations; and computer crimes. Our teams of asset managers, operational consultants, forensic experts and accountants are appropriately sized and staffed to meet the necessities of each engagement. We integrate our business, accounting and industry capabilities to accomplish the specific needs of our clients.

VALUATION

Business valuation, litigation support, economic damages, and financial forensic investigations

We are frequently retained to provide expert witness services relating to the value of a business; loss of a business or segment of a business; determination of reasonable compensation; and other financial matters. Our professionals are often court appointed or jointly retained by the parties involved in a dispute.

Going Public

“MAKING A DECISION TO GO PUBLIC”
MAKING THE DECISION TO GO PUBLIC: WHAT EVER CHIEF EXECUTIVE SHOULD KNOW by [COOPER, STUART]
Every company has a reason to buy or sell. Diversification, Growth, Excess Plant Capacity, Availability of Capital, Materials, People, Market Expansion, Tax Benefit, Consolidation of Overhead and others including retirement. What are the objectives for selling? What are the objectives for buying? What is the business really worth? How do we integrate the financial reporting systems of each company? How do we comply with Sarbanes Oxley? What is the cost of integration? How do we go public? How long will the process take? Will our acquisition be successful? What Attorneys? What Auditors? What Edgarization?  What Broker Dealer for filing the 15C211 should be used? What are all the costs? Do we need a valuation?
We can Help you with the objectives of Going Public, Buying or Selling. We can guide you in your planning and aid you in choosing the right decisions for your business. We can give you advice on the brokerage contract. We can show you how the company could look financially once put together. We can advise you in the determination of Price. Legal Considerations, Due Diligence, Accounting, GAAP, the Contract, closing and Structure.

AT STUART COOPER WE ANSWER YOUR QUESTIONS

We manage your IPO/ Reverse Merger transaction from beginning to end

China

The Peoples Republic Of China invited us to attend conferences, advise provinces, meet with 19 different companies individually through China in 2004.
In 2008, we opened offices through a related party entity in Chengdu, Sichuan PRC. Today we aid Chinese Companies to become Public entities in the US and Hong Kong via IPO or reverse merger into shell entities. We consult on securities matters to many Chinese Companies. We consult on internal Control, filing issues, funding, regulatory compliance and most of all structure of the transactions.


PRIVATE FUNDING USA

Often a Company needs an introduction to lenders for Receivable financing, Equipment Purchase or Leasing, Financing Expansion, Working Capital or Access to Capital Markets.

Private Funding, a related entity, was first established as a Florida corporation in 1988. In 2001 its business operation was spun off to a partnership owned by two individuals. The original corporation became a US public company and re- domesticated itself to Canada. In 1999, we created Credit Enhancement Group to arbitrage financial instruments as a related entity. Private Funding is proud to announce Private Funding (Nevis), information, a wholly owned subsidiary to service our International clients. Private Funding, a Partnership, aids financial institutions in solutions to capital resulting from losses on loan and investment transactions. It is not a Broker Dealer, Mortgage Banker, or Registered Investment Advisor. It is a Principal in transactions for its own account. We do our work with regulatory approval and compliance with governmental laws and regulation.

OUR PROGRAM IS DESIGNED TO REFINANCE PROJECTS RANGING FROM EUROPE TO BRAZIL TO CHINA TO PANAMA .

SOMETIMES YOU HAVE TO GO PRIVATE

A Corporation with a patent pending product, failed to comply with reporting requirements under State and Federal guidelines. They needed help. Working with legal counsel we aided the company in going private. We structured a new subsidiary to transfer a portion of the patent pending technology to an INC. This structure will take advantage of Internal revenue code section 1235 converting ordinary income to capital gains, allow the subsidiary to be registered as a public company and with the approval of the Securities and Exchange Commission distributed as a dividend thus giving the shareholders two bites at the apple.

STUART COOPER

Stuart Cooper is the inventor and patent holder of the Cfuel system. He is an expert in hydrogen engines, electromagnetic engines, wind turbines and plasma arc technology. In prior years he aided in the design and implementation of computers with commercial market applications (both software and hardware) for Hewlett Packard, Texas Instruments (remote terminals), Shoguard and Verbatim (storage medium) including the development of special function keys (F-1 – F-12 on every keyboard in the World) and hand-held calculators (HP- 81, HP-65, HP-12c) with corresponding financial ability.

As a Certified Public Accountant, he is a respected financial consultant and auditor in the areas of Public Companies, Securities Regulatory Compliance, and Regulatory Compliance for Financial Institutions for 35 years. He has aided more than many companies in structuring their financial transaction, obtaining access to capital in the billions of dollars and where applicable going public.
He is qualified as an expert witness in the areas of securities, business evaluation, accounting issues and interpretation, and tax at State, Federal, and Appellate levels. He is founder and chief executive officer of many corporations including Private Funding, a troubled debt restructuring entity. With an expertise in bank systems, procedures, and accounting, he was a founder and director of a Financial Institution. He provides forensic Litigation Consulting Services through Legal Counsel for Financial Institutions. He aids Company's through the process of going public from understanding, to concept, to reverse merger or IPO. He coordinates Legal, Accounting, Filing, Edgarization, Shareholder Matters, Contracts, and Valuation. In prior years, he consulted to Financial Institutions for portfolios completeness, aiding Financial Institutions in resale of Bond and Loan Inventories. Mr. Cooper developed a new Financial Instrument to recapitalize Financial Institutions, He is a Professional Trader of Gold, Foreign Currency and Bonds.

THE TEAM 

In performing services for you our team includes:

Stuart Cooper CPA      http://www.stuartcooper.com

Hank Gracin, Esquire    Http://www.gracinmarlow.com

Howard Gordon, Tax    Http://fowler-white.com

Jay Abrams                Http://www.abramsvaluation.com

Gregory Daniels           Http://www.zenviba.com

Eli Noff                        https://www.floridataxattorney.com/professionals/eli-noff/

 

EXHIBIT 1

Skilled Guidance On US and International Tax
FROST AND ASSOCIATES LLC

Compliance with foreign account reporting requirements has become more and more difficult in recent years. And if you have fallen out of compliance, you may still have difficult choices to make about whether to participate in one of the IRS's limited amnesty programs.
Which Foreign Tax Issues Do You Need To Address?
The U.S. government's taxation powers have grown far beyond our country's borders. Our firm serves a diverse clientele in Washington, D.C., Maryland and Northern Virginia, and those with corporate interests in other countries.
Our practice includes:

  • International estate planning — Cross-border tax issues can make estate planning complicated for families with ties both in the U.S. and abroad. Our attorneys can guide you confidently in pursuing your goals.
  • FATCA compliance — Implementation of the Foreign Account Tax Compliance Act has made foreign tax compliance much more difficult. FATCA will require financial institutions to collect information on the beneficial owners of accounts and will also require these financial intuitions to withhold U.S. taxes on earnings from selected accounts. We will help you navigate through these new rules.
  • Voluntary disclosure programs — Taxpayers who have noncompliant foreign accounts and unreported foreign income can still apply for "tax amnesty" through the IRS Offshore Voluntary Disclosure Program ("OVDP"). Taxpayers may also be eligible for other programs such as the Streamlined Offshore Procedures and the Delinquent Filing Submission Procedures. Our firm can explain your options on voluntary disclosure of offshore accountsand take the steps that suit your interests.

We can assist with foreign bank account issues, get you in compliance with your FBAR filing obligations, and minimize the chance of any criminal investigation or imposition of severe civil penalties. It is important that you hire an experienced tax attorney to navigate the complex rules, to protect you from criminal prosecution, and to minimize the financial impact of paying penalties and taxes.
Our firm also assists in responses to inquires from the Office of Foreign Asset Control (OFAC) and matters involving Specially Designated Nationals (SDN).


Our Experience Also Includes
1) Passive Foreign Investment Company "PFIC" Reporting (Form 8621)
a) Section 1291
b) Mark-to-Market
c) Qualified Electing Fund (QEF) Election
2) Statement of Specified Foreign Financial Assets (Form 8938)
3) U.S. Information Return for Beneficiaries of Certain Canadian Registered Retirement Plans (Form 8891)
4) Annual Return To Report Transactions With Foreign Trusts and Receipt of Certain Foreign Gifts (Form 3520)
5) Information Return of U.S. Persons With Respect To Certain Foreign Corporations (Form 5471)
6) International Boycott Report, (Form 5713)
7) Information Return of a 25 percent Foreign-Owned U.S. Corporation (Form 5472)

You can depend on our experienced law firm to protect your rights during any IRS tax litigationthat could arise.
s A Voluntary Disclosure Program The Right Fit For You?

The IRS has offered a partial amnesty program since 2009 that allows foreign account holders to come into compliance with reporting requirements. The current program is called the Offshore Voluntary Disclosure Program (OVDP).
The program can enable certain taxpayers to limit the tax penalties from failing to meet requirements such as timely filing of the Report of Foreign Bank and Financial Accounts (FBAR, now called FinCEN Form 114). It can also reduce the risk of criminal prosecution for tax evasion, as long as the taxpayer continues to cooperate with the IRS.
Implementation of the Foreign Account Tax Compliance Act (FATCA) has increased the complexity of the offshore compliance challenges.
Choosing whether to participate therefore depends greatly on your particular circumstances. Our skilled tax attorneys can help you identify your options, which include:

  • Using the streamlined program — In 2014, the IRS began offering a streamlined program for taxpayers who certify that their lack of compliance with offshore reporting obligations was not willful.
  • Opting out of the OVDP — A number of taxpayers have reportedly done this in order to avoid stiff tax penalties.
  • Making a "quiet disclosure" — Another option is to file amended returns for previous years, without making a formal disclosure to the IRS about foreign accounts.

What Are Your FATCA Obligations?
Tax authorities claim new regime ushered in by FATCA is needed to guard against tax evasion. In practice, it makes for unprecedented IRS scrutiny of compliance with foreign-account requirements that can easily cause problems for unsuspecting taxpayers.
Our attorneys provide skilled guidance on all aspects of these requirements, including:

  • Form 8938 — FATCA requires certain taxpayers to disclose financial assets that are held outside of the United States. These obligations are in addition to the existing requirements for the Report of Foreign Bank and Financial Accounts (FBAR, now officially known as FinCEN Form 114).
  • Unfiled FBAR — Since 2009, the IRS has pursued an enforcement crackdown on already existing reporting requirements for the FBAR. If you are still uncertain about how the disclosure requirements apply to you, we can help you identify your options and make a decision on the best course of action going forward.
  • Tax obligations for overseas U.S. taxpayers — Glen Frost (Tax Attorney, CPA, CFP® and LLM in taxation), an associate attorney, is active in American Citizens Abroad, a nonprofit organization that works on issues of interest to U.S. citizens who live and work in countries outside the U.S.

When Does FATCA Apply?
When Congress passed FATCA in 2010, it was unclear how many countries would participate in disclosing information to U.S. authorities about U.S. taxpayers. But the Treasury Department has been able to work out intergovernmental agreements (IGAs) with more than 100 countries, ranging alphabetically from Algeria to Vietnam.
FATCA added new obligations for U.S. taxpayers holding offshore accounts to report those holdings to the IRS. As implemented through the IGAs, it also seeks to impose obligations on foreign financial institutions (FFIs) and others, such as U.S. individuals or entities with signature authority over foreign accounts.
ax disputes take shape in many different ways. Our practice is comprehensive, encompassing issues that range from state taxes to complex international filing requirements.
This includes:

  • IRS audits and appeals — We have a proven track record of helping clients resolve tax audits, as well as making effective appeals.
  • IRS collections — Our attorneys can protect your interests when resolving tax debt collection issues with the IRS.
  • Criminal tax — Tax fraud or evasion investigations look for evidence of willful intent to deceive tax authorities. Our attorneys can make sure your rights are protected.
  • Tax litigation — Using administrative channels to settle a tax matter is certainly efficient. We know there is also a role for aggressive litigation in resolving many tax disputes.

well-versed in methods of reconstructing these expenses and presenting them to the auditor in a logical format. On many occasions, he has successfully resolved audits with limited records, or no records and receipts at all.
An IRS audit can be extremely time-consuming, emotionally stressful and financially burdensome for a taxpayer. It is also an extremely invasive intrusion into one's life. IRS auditors have been known to bombard taxpayers with questions, extracting specific information that helps their case.

Hiring an experienced attorney can create a barrier, or buffer, between the IRS and the taxpayer, as the taxpayer does not need to be present during the audit appointment. Using this strategy, taxpayers cannot be put "on the spot" and forced to answer specific questions about difficult subjects.

Are you struggling to find ways to respond to an IRS audit? Are you considering an appeal of your IRS audit's findings?
Your IRS civil tax litigation may be conducted in one of four courts:

U.S. Tax Court — the majority of cases are heard in tax court, before a judge with expertise in tax law. One of the biggest benefits to this forum is that taxpayers are not required to pay the tax assessments before litigating.
U.S. District Court — taxpayers must exhaust all administrative remedies, and pay the disputed tax, before suing for a refund in U.S. District Court. This can be a favorable forum because it is the only venue that offers the opportunity for a jury trial.
U.S. Bankruptcy Court — if the taxpayer has filed for Chapter 7, Chapter 11 or Chapter 13 bankruptcy, the Bankruptcy Court has the discretion to decide whether IRS tax assessments and IRS tax liens are valid and whether sustained tax liabilities can be discharged.
U.S. Court of Federal Claims — this court can be another favorable forum for taxpayers who pay the disputed tax and sue for a refund. This court is based in Washington, D.C.

Wherever your IRS tax controversy is in the resolution process, either during negotiation or before a judge, you can count on Frost & Associates, LLC to arm you with facts you need for sound decisions, protect your rights at all times and strive for the most positive possible outcome.

If you are being audited, and the tax returns you filed contain either substantial understatements of income or overstatements of deductions, you should end all discussions with your accountant and seek the advice of legal counsel. This is referred to frequently as an "egg shell audit" situation. The "accountant-client privilege" does not extend to criminal investigations, so your accountant could be compelled to tell the IRS everything you have told him or her. Moreover, the accountant could be forced to testify as to these same facts during grand jury indictment or at trial. The government cannot compel the testimony of confidential communications between an attorney and client "attorney-client privilege" during any proceeding.

Your IRS collections case is a problem — but every tax problem has a solution. The remedy that is right for you could be an offer in compromise (OIC) to settle your affairs with the government. To know this for sure, however, you should seek the skilled assistance of an experienced, problem-solving law firm that specializes in personal and corporate tax controversies, and gets results for its clients.
An offer in compromise is an agreement between a taxpayer and the IRS that settles the taxpayer's tax liabilities for less than the full amount owed. The three types of offers in compromise pertain to:

Doubt as to collectability  when doubt exists that the taxpayer could ever pay the full amount of tax, penalties and interest owed within the remainder of the collection statute. An offer will not be accepted if the IRS believes that the liability can be paid in full as a lump sum or through a payment plan. In most cases, the IRS will not accept an OIC unless the amount offered by the taxpayer is equal to or greater than the reasonable collection potential (RCP). The RCP is how the IRS measures the taxpayer's ability to pay and includes the value that can be realized from the taxpayer's assets such as real property, automobiles, bank accounts and other property. The RCP also includes anticipated future income, less certain amounts allowed for living expenses.

Doubt as to liability  when doubt exists that the assessed tax liability is correct, if penalties were assessed even though the taxpayer meets the criteria for nonassertion of penalties (reasonable cause) and if, during an audit, the examiner failed to consider the taxpayer's evidence, or the taxpayer has new evidence to substantiate positions taken on a tax return.

Effective tax administration — when the assessed tax is correct and the IRS has determined that there is potential to collect the full amount of the tax owed, but an extraordinary circumstance exists that would allow the IRS compromise. To be eligible for compromise on this basis, a taxpayer must demonstrate that the collection of the tax would create an economic hardship or would be unfair, in violation of public policy or inequitable.

Once a valid offer in compromise is filed, the IRS is prohibited from taking collection actionagainst the taxpayer until after a determination is
made and after the appropriate appeal period. The IRS is not bound by either the offer amount or the terms proposed by the taxpayer. Oftentimes, there are extensive negotiations between the OIC investigator and the taxpayer or representative.
f a taxpayer cannot pay the tax owed in full, the taxpayer has the option of setting up an installment agreement. The IRS is generally prohibited from taking collection action (except the filing of a Notice of Federal Tax Lien) when an installment agreement proposal is pending, or when an installment agreement is in force. This important tool protects a taxpayer from a bank levy, wage garnishment and seizure of property. The same arrangement can be worked out with state taxing authorities.

The IRS has recently announced a set of relaxed rules on setting up installment agreements for individuals owing between $25,000-$50,000. The IRS will no longer require a financial collection information statement (Form 433-A or Form 433-F) for these taxpayers, and will allow them to setup streamlined installment agreements. This only applies if the taxpayer is willing to set up a direct debit installment agreement. The IRS has developed a new form — 9465-FS, to be used for taxpayers meeting the above criteria. Additionally, the IRS will allow taxpayers the opportunity to pay the balance over a 72 month period, as opposed to the 60 month period that has been traditionally offered.
When determining the amount of an installment agreement, the IRS reviews the completed collection information statement and determines the taxpayer's ability to pay. It is important to note that the IRS has national and local standards for many of the expenses listed on these forms. Often, collection personnel at the IRS will persuade taxpayers who are not familiar with these forms or the Internal Revenue Manual that certain expenses they are claiming are not allowed.

IRS Levy Relief

The IRS has broad administrative powers to collect tax — "superior rights." As opposed to other creditors, in that they can garnish wages, levy bank accounts, seize property, attach receivables and government payments, and attach Social Security payments without seeking approval from any court. Levies can often be avoided by keeping a constant chain of communication open between the taxpayer and the IRS and by setting deadlines to provide requested information we safeguards your interests during these discussions.
After a tax assessment is made, the IRS issues a series of notices asking the taxpayer to pay the tax. Taxpayers have 30 days from the date of the final notice of intent to levy to either pay the tax in full or to request a hearing with the Appeals Office of the IRS.

IRS Lien Resolution

Liens give the IRS a legal claim to a taxpayer's property as security or payment for a tax debt. A tax lien arises after the IRS assesses the liability, sends notice and demand for payment, and the taxpayer neglects or refuses to fully pay the debt within 10 days after notification.
Once these requirements are met, a lien is created for the amount of your tax debt. By filing notice of this lien, creditors are publicly notified that the IRS has a claim against all of your property, including property you acquire after the lien is filed. The lien attaches to all of your property and to all of your rights to property.
safeguards your interests in collections matters with the IRS and other taxing authorities with legal services that include:

International Estate Planning

For families dealing with cross-border issues, comprehensive estate planning is essential to ensure that all components of an estate plan fit together and there are no unintended consequences in various jurisdictions.
work with clients who own assets abroad to coordinate the optimal estate plan that will achieve the clients' goals in light of the issues presented by multiple jurisdictions and taxation systems. We advise clients as to the U.S. tax impacts of their decision-making and offer solutions to minimize estate, inheritance, and income tax in the United States with regard to assets here and abroad. We partner with advisers in other jurisdictions to ensure that our clients' plans will operate as desired and to minimize the tax impact of death on the estate and beneficiaries.
In addition to advising U.S. persons and families with international issues, we

  • work with nonresident aliens who own property in the U.S. to minimize U.S. estate and income tax
  • offer cross-border income tax planning for foreign trusts and foreign investments
  • interpret complex tax treaties
  • offer advice on expatriation
  • assist with the U.S. tax reporting of gifts from foreigners and interests in foreign businesses and bank accounts
  • Tax issues that may arise at the state level can include income tax, sales tax, use tax, withholding tax, unemployment tax and property tax. Each state has a different system for administering and collecting tax. State taxing authorities frequently are difficult to deal with and may be more aggressive than the IRS in tax collections.
  • State taxing agencies are in direct competition with the IRS for tax dollars. States often assess income tax before the IRS or file a tax lien before the IRS. This often gives the state priority over the IRS and other creditors when taking collection action against a taxpayer. Because their procedures are not as formal, the job of protecting taxpayers who have outstanding tax liabilities is challenging. A creative approach and thoughtful strategy are necessary to protect the rights of a taxpayer. Most states offer similar versions of the IRS's Offer in Compromise program, and will offer payment plans and amnesty from penalties and interest.