Matt and Sheila form Krupp Corporation, Matt contributes property with a FMV of $55,000 and a basis of $35,000. Sheila contributes property with a FMV of $75,000 and a basis of $40,000. Matt sells his stock to Paul shortly after the exchange. The transaction will

A. qualify with respect to Sheila under Sec. 351 whether Matt qualifies or not.

B. qualify under Sec. 351 only if an advance ruling has been obtained.

C. not qualify under Sec. 351.

D. qualify under Sec. 351 if Matt can show that the sale to Paul was not part of a prearranged plan.