In particular, The Essential Guide to Raising Capital should get you started.

The main area of concern is how lines 20-26g on the 4797 don't seem to have any provision for the deferred gain that is the whole point of the exchange, so when filled out it seems to show the whole gain as taxable capital gains.  

I took 100K depreciation and have 100K in appreciation, so let's say 25K in recapture tax and 20K in capital gains tax due. 

Will I be due to pay the capital gains taxes or is this considered an exchange?

I understand that argument but except capital gains which one makes more sense form a cash flow point of view ?

Thanks Morris for your the quick reply, let's leave the financing aside assuming the new investor has 100% of capital to purchase +51% or 100% of shares.

NOI / Capital Employed (down payment) = Net ReturnI then break out the Net Return into what would be cash and equity.

If the lien amount is paid with no funds going to buyer would that trigger capital gains for them?

I do agree with @Anthony R. that you need to be sure to include enough in your budget for repairs and also Capital Expenditures (new roof, furnace, etc) I think @Ben Leybovich did a study a while back and found the average home in American needed about $250 in repairs per month if you really figure in everything that will eventually wear out (the entire home accept the foundation and framing).

What are the specifics regarding capital gains deductions that are state specific to Oklahoma?