I wanted to know if this would qualify as a Roll Over with the IRS. 

You can rollover funds from your current 401k into the new account without tax consequences.In order for you to move tax-deferred funds into a Roth you need to do what's called a "Roth Conversion".

When the buyer is rather questionable, but still qualified, you can use other contracts to allow a buyer to acquire more equity and then roll over the deal into a note and deed of trust.You're also in an odd area politically that reflects legal proceedings, you're dark red but liberal in many aspects, "testing the waters" with a buyer can be justified before entering into a sale with a note and DOT.

The Self-Directed IRA and Solo 401k Similarities Both were created by congress for individuals to save for retirement;Both may be invested in alternative investments such as real estate, precious metals tax liens, promissory notes, private company shares, and stocks and mutual funds, to name a few;Both allow for Roth contributions;Both are subject to prohibited transaction rules;Both are subject to federal taxes at time of distribution;Both allow for checkbook control for placing alternative investments;Both may be invested in annuities;Both are protected from bankruptcy creditors;Both are prohibited from investing in assets listed under I.R.C. 408(m); andNeither may be directly invested in your own business startup The Self-Directed IRA and Solo 401k DifferencesIn order to open a solo 401k, self-employment, whether on a part-time or full-time basis, is required;To open a self-directed IRA, self-employment income is not required;In order to gain IRA checkbook control over the self-directed IRA funds, a limited liability company (self-directed IRA LLC) must be utilized;The solo 401k allows for checkbook control outside the LLC;The solo 401k allows for personal loan known as a solo 401k loan; If you borrow from your own IRA, it will be deemed a taxable distribution;Unlike an IRA, a Solo 401k can invest in life insurance;The solo 401k allow for high contribution amounts (for 2015; the solo 401k contribution limit is $53,000, whereas the self-directed IRA contribution limit is $5,500);The solo 401k business owner can serve as trustee of his or her solo 401k;The self-directed IRA participant/owner may not serve as trustee or custodian of his or her IRA; instead, a trust company or bank institution is required;Unlike an IRA, generally when distributions commence from the solo 401k a mandatory 20% of federal taxes must be withheld from each distribution and submitted electronically to the IRS by the 15th of the month following the date of each distribution;Rollovers and/or transfers from IRAs or qualified plans (e.g., former employer 401k) to a solo 401k are not reported on Form 5498, but rather on Form 5500-EZ, but only if the air market value of the solo 401k exceeds $250K as of the end of the plan year (generally 12/31);When funds are rolled over or transferred from an IRA or 401k to a self-directed IRA, the amount deposited into the self-directed IRA is reported on Form 5498 by the receiving self-directed IRA custodian, generally by May of the year following the rollover/transfer.Rollovers (provided the 60 day rollover window is satisfied) from an IRA to a Solo 401k or self-directed IRA are reported on lines 15a and 15b of Form 1040;Pre-tax IRA contributions on reported on line 32 of Form 1040;Pre-tax solo 401k contributions are reported on line 28 of Form 1040;Roth solo 401k funds are subject to RMDs;A Roth 401k may be transferred to a Roth IRA--from a planning perspective, it may be advantageous to transfer Roth Solo 401k funds to a Roth IRA before turning age 70 ½ in order to escape the Roth 401k RMD requirement;Roth IRA funds are not subject to requirement minimum distributions (RMDs);The fair market value (FMV) of assets held in a self-directed IRA is reported on form 5498;The fair market value of assets held in a solo 401k are reported on Form 5500-EZ;At termination, the solo 401k is required to file a final Form 5500-EZ and 1099-R; andAt termination, the self-directed IRA is only required to file a form 1099-R.

I'm a 34 y/o physician just getting started with improving my personal finances.Need recommendations about investment options for my roll over IRA.Should I go for 100% investment in VTSAX vs. adding an international index fund ( which one and how much %) in my portfolio.

The following covers the Roth IRA conversion rules. https://www.irs.gov/retirement-plans/retirement-plans-faqs-regarding-iras-rollovers-and-roth-conversions

If you want to do flipping inside a retirement account, consider using the Rollover as Business Startup (ROBS) as it is not subject to UBIT. 

Businesses sponsor retirement plans as employee benefits.You can rollover existing tax-deferred savings into the Solo 401(k) as well as make new contributions into the plan based on income via your flip/wholesale LLC.The Solo 401(k) can invest passively in real estate, so long as those investments are kept very separate from the other personal investments you are making with non-retirement funds.When it comes to Solo 401(k) providers, there are document mills and true advisors.  

Long story short, you'll basically be setting up a situation where you get some kind of temporary financing to fund the construction to then roll over into the VA loan once complete.

You could still fund a SD IRA and your company's 401K plan at the same time, you just wouldn't have the benefit of the rollover contribution.Another thing to look at when you're doing your research is a solo401K.