I am a computer engineer and I started the development of a web based application more than 3 years ago for somebody.

Initially the project was only for a few months and a couple of thousands of dollars mostly in cash (I did not have money at that time so for me it was more than welcome)

The project went very well and this person wanted me to keep working on the project.
As it was a great idea we decided to do it together. We will create a company and this person will put the money in. It will be 50/50.

So I keep working on the project without getting paid.

This person did not want to create the company right now as we have to file and keep up to date with taxes etc ...

Finally we filed the company through the state mid july 2006. I am a member and he is a member on the paper we filed with the state. It took a while for him to do it ! we did it 2 years after the project started.

So to sum up I worked on the project almost 2 years then we outsource in india for more than a year (I was managing the project every day) then now we have a programmer in house I found and I had to train.

We created a website to promote the tool I have created and different channels as well.
"My partner" is not very computer savy due to his "every day job function but a business man first of all."
It is obvious I brought all the knowledge on the table and this project a reality.

Now we just started having a few customers and I wanted to order a corporate book to :
- Issue the shares
- Partnership agreement
- Shot Gun

He is supposed to take care of this but he is driving me around for 6 months now ... it is not done yet and he has all kind of excuses (he is busy, we dont need it, expensive etc ..)

We just created a file for the accountant (quickbooks) and he doesnt want me to have access to it.
He said I dont need it and only the accountant should have access.
He told me I can sit down with the accountant if needed.


I am not sure what we have done with the state is enough to protect me and I am not sure how we are going to share the profit or benefits :
- tax deduction
- when do we share profits
- maybe other questions I should ask myself ??

Note he already put in around 60k in it. That is not a lot since I worked for free and I was able to find a very high level computer engineer for very very cheap and a lot of work has been done for 3 years.

I need help from business men or lawyers who tell me at this stage what I am supposed to and If I have to worry about all this.

Thank You for reading and your time.

I appreciate it

Jason