Thanks for the responses. Yeah, we started things quickly for a contract and didn't get things in place. That's why I'm trying to get agreements and understandings in place now.
The attorney I did talk with said I could eliminate the stock, but I would have to do a recapitalization, which is a bit more involved. A transfer agreement is much easier.
There are no assets or real value in the company now. The shareholder isn't looking for money for the shares/ownership. I'm just wondering how best to do this and would prefer to keep the split as it is now between the remaining shareholder and me.