Knowing that you are about to become a CPA, your old college roommate comes to you for some tax advice. He plans to develop a new app and sees the opportunity for great success with the ultimate goal of selling it to a large public company within 5 years. He has another full-time job where he earns wages of approximately $100,000 which he plans to keep because he does not plan on taking money out of his new venture. Rather his plan is to develop the app and make a windfall on the sale. He projects this new venture will produce a few years of losses followed by perhaps modest income and then ultimately substantial profit (upwards of $1M) when sold. He is wondering the best way to structure and operate this new business. What would you recommend and why?