My City Builders sells only operating subsidiary to insiders for $2.37M, becomes shell

My City Builders, Inc.

Sale of RAC Real Estate Acquisition Corp. (100% of operating business) to affiliate-owned RAC Merger, LLC for $2,374,896.
Consideration: $35,623 cash to non-affiliate shareholders; $2,339,272 satisfied by share assignment to buyer.
My City Builders becomes a shell company with no operations after sale.
Transaction structured as tax-free reorganization under IRC Section 368(a)(2)(E); cash is taxable boot.
Affiliates own 98.5% of My City Builders: Yolanda Goodell, Francis Pettilloni, Frank Gillen, Jose Gonzalez.

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