Form 10-Q Chee Corp. For: Oct 31

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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM
10-Q

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For
the quarterly period ended October 31, 2020

o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission
file number: 333-216868

CHEE
CORP.

(Exact
name of registrant as specified in its charter)

Nevada		32-0509577
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

1206
East Warner Road, Suite 101-I

Gilbert,
Arizona 85296

(Address
of principal executive offices, including Zip Code)

(480)
225-4052

(Registrants
telephone number, including area code)

Guo
Fu Center, No 18 Qin Ling Road, Laoshan District, Qingdao, 266000, China

(Former
name, former address and former fiscal year, if changed since last report)

Securities
registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None.	None.	None.

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.

Yes
x No
o

Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).

Yes
x No
o

Indicate
by check mark whether the registrant is a large accelerated how to sell bitcoin in india filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer,
smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		Smaller reporting company x
		Emerging growth company o

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes
o No
x

As
of December 1, 2020, the Company had 5,707,250 shares of common stock, $0.001 par value, issued and outstanding.

CHEE
CORP.

Table
of Contents

PART
I – FINANCIAL INFORMATION

ITEM
1. FINANCIAL STATEMENTS

CHEE
CORP.

CONDENSED
BALANCE SHEETS

	October 31, 2020			January 31, 2020
	(Unaudited)
ASSETS
Current assets:
Cash	$	—		$	106
Prepaid expenses		2,400			—
Current assets – discontinued operations		—			10,272
Total current assets		2,400			10,378
Advance to Klusman Family Holdings, LLC, a related party		50,000			—
Non-current assets – discontinued operations		—			833
Total assets	$	52,400		$	11,211

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIENCY)
Current liabilities:
Cash overdraft	$	3,475		$	—
Accounts payable and accrued expenses		3,750			3,300
Unsecured promissory note payable to Farm House Partners, LLC, a related party, including accrued interest payable of $56		50,056			—
Unsecured promissory note payable to Mike Witherill, a related party, including accrued interest of $23		4,793			—
Due to related party		678			29,750
Total current liabilities		62,752			33,050

Commitments and contingencies

Stockholders equity (deficiency):
Common stock, $0.001 par value; authorized – 75,000,000 shares; issued and outstanding – 5,707,250 shares		5,707			5,707
Additional paid-in capital		56,691			22,938
Accumulated deficit		(72,750	)		(50,484	)
Total stockholders equity (deficiency)		(10,352	)		(21,839	)
Total liabilities and stockholders equity (deficiency)	$	52,400		$	11,211

See
accompanying notes to condensed financial statements.

CHEE
CORP.

CONDENSED
STATEMENTS OF OPERATIONS
(Unaudited)

Three
Months and Nine Months Ended October 31, 2020 and 2019

	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2020			2019			2020			2019
Revenues	$	—		$	—		$	—		$	—

General and administrative costs		10,537			12,747			21,682			27,246
Loss from operations		(10,537	)		(12,747	)		(21,682	)		(27,246	)
Interest expense, related party		(79	)		—			(79	)		—
Loss from continuing operations		(10,616	)		(12,747	)		(21,761	)		(27,246	)
Income (loss) from discontinued operations		—			3,384			(505	)		6,446
Net loss	$	(10,616	)	$	(9,363	)	$	(22,266	)	$	(20,800	)

Net income (loss) per common share – basic and diluted:
Loss from continuing operations	$	—		$	—		$	—		$	—
Income (loss) from discontinued operations		—			—			—			—
Net loss	$	—		$	—		$	—		$	—

Weighted average common shares outstanding – basic and diluted		5,707,250			5,707,250			5,707,250			5,707,250

See
accompanying notes to condensed financial statements.

CHEE
CORP.

CONDENSED
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY)
(Unaudited)

Three
Months and Nine Months Ended October 31, 2020 and 2019

										Total
	Common Stock				Additional					Stockholders
			Par		Paid-in		Accumulated			Equity
	Shares		Value		Capital		Deficit			(Deficiency)
Balance, January 31, 2020		5,707,250	$	5,707	$	22,938	$	(50,484	)	$	(21,839	)
Net loss		—		—		—		(7,192	)		(7,192	)
Balance, April 30, 2020		5,707,250		5,707		22,938		(57,676	)		(29,031	)
Loans and advances payable contributed to capital by related party		—		—		33,753		—			33,753
Net loss		—		—		—		(4,458	)		(4,458	)
Balance, July 31, 2020		5,707,250		5,707		56,691		(62,134	)		264
Net loss		—		—		—		(10,616	)		(10,616	)
Balance, October 31, 2020		5,707,250	$	5,707	$	56,691	$	(72,750	)	$	(10,352	)

Balance, January 31, 2019		5,707,250	$	5,707	$	22,938	$	(24,019	)	$	4,626
Net loss		—		—		—		(5,779	)		(5,779	)
Balance, April 30, 2019		5,707,250		5,707		22,938		(29,798	)		(1,153	)
Net loss		—		—		—		(5,658	)		(5,658	)
Balance, July 31, 2019		5,707,250		5,707		22,938		(35,456	)		(6,811	)
Net loss		—		—		—		(9,363	)		(9,363	)
Balance, October 31, 2019		5,707,250	$	5,707	$	22,938	$	(44,819	)	$	(16,174	)

See
accompanying notes to condensed financial statements.

CHEE
CORP.

CONDENSED
STATEMENTS OF CASH FLOWS
(Unaudited)

	Nine Months Ended October 31,
	2020			2019
Cash flows from operating activities:
Net loss	$	(22,266	)	$	(20,800	)
Loss (income) from discontinued operations		505			(6,446	)
Net loss from continuing operations		(21,761	)		(27,246	)
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in –
Advances from related parties		4,681			—
Prepaid expenses		(2,400	)		—
Increase (decrease) in –
Cash overdraft		3,475			—
Accounts payable and accrued expenses		450			2,400
Accrued interest payable, related party		79			—
Net cash used in operating activities		(15,476	)		(24,846	)

Cash flows from investing activities:
Advance to Klusman Family Holdings, LLC, a related party		(50,000	)		—
Net cash used in investing activities		(50,000	)		—

Cash flows from financing activities:
Loan from Farm House Partners, LLC, a related party		50,000			13,700
Loan from Mike Witherill, a related party		4,770			—
Net cash provided by financing activities		54,770			13,700

Net cash provided by discontinued operations		10,600			10,425

Cash:
Net decrease		(106	)		(721	)
Balance at beginning of period		106			3,830
Balance at end of period	$	—		$	3,109

Supplemental disclosures of cash flow information:
Cash paid for –
Interest	$	—		$	—
Income taxes	$	—		$	—

Noncash investing and financing activities:
Loan payable contributed to capital by related party	$	33,753		$	—

See
accompanying notes to condensed financial statements.

CHEE
CORP.

NOTES
TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Three
Months and Nine Months Ended October 31, 2020 and 2019

1.
ORGANIZATION AND BASIS OF PRESENTATION

The
condensed financial statements of Chee Corp., a Nevada corporation organized on October 26, 2016 (the Company),
at October 31, 2020, and for the three months and nine months ended October 31, 2020 and 2019, are unaudited. In the opinion of
management of the Company, all adjustments, including normal recurring accruals, have been made that are necessary to present
fairly the financial position of the Company as of October 31, 2020, and the results of its operations for the three months and
nine months ended October 31, 2020 and 2019, and its cash flows for the nine months ended October 31, 2020 and 2019. Operating
results for the interim period presented are not necessarily indicative of the results to be expected for a full fiscal year.
The balance sheet at January 31, 2020 has been derived from the Companys audited financial statements at such date.

The
condensed financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and
Exchange Commission (the SEC). Accordingly, certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations.
These condensed financial statements should be read in conjunction with the financial statements and other information included
in the Companys Annual Report on Form 10-K for the fiscal year ended January 31, 2020, as filed with the SEC.

Change
in Control Transaction

Effective September 4, 2020, Farm House
Partners, LLC, an Arizona limited liability company, purchased 4,500,000 shares of the Companys common stock from Da Wei
Jiang pursuant to a Stock Purchase Agreement, representing 78.8{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the issued and outstanding shares of common stock of the Company.
Farm House Partners, LLC is owned 67{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} by Klusman Family Holdings, LLC, an Arizona limited liability company, and 17{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} by Debbie
Rasmussen, the wife of Mike Witherill.

The
amount of consideration for the purchase of such shares of common stock was a cash payment of $283,973, which was financed through
short-term borrowings from two unaffiliated third parties.

As
a condition of closing of the transaction, Zhang Shufang, the sole director and officer of the Company, resigned from all of his
positions and Aaron Klusman and Mike Witherill were appointed as directors of the Company. In addition, Mr. Klusman was appointed
as Chairman and Chief Executive Officer of the Company and Mr. Witherill was appointed Vice-Chairman, Secretary, and Treasurer
of the Company. The effective date of the resignation and appointments was September 18, 2020.

Business

As
described above, the Company underwent a change in control transaction effective September 4, 2020, as a result of which new management
of the Company terminated the Companys existing business operations and decided to reorient the Companys business
activities into commercial real estate.

On October 27, 2020, the Company paid $50,000
to Klusman Family Holdings, LLC as an advance against the purchase price under a binding letter of intent for the Company to acquire
100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the membership interest in Klusman Family Holdings, LLC, a company engaged in the commercial real estate business in Arizona.
The advance is non-interest bearing and non-refundable. Consideration for the Companys acquisition of the membership interest
in Klusman Family Holdings, LLC will consist of payments totaling $1,500,000 and the issuance of 10,945,250 shares of common stock
of the Company. There can be no assurances that the Company will be able to complete this transaction under the terms and conditions
as outlined herein, or at all.

As
of October 31, 2020, the Company had not yet commenced any business activities in commercial real estate.

The
Companys future business activities will be subject to significant risks and uncertainties, including the need for and
availability of additional capital.

Discontinued
Operations and Reclassifications

Prior
to the change in control transaction described above, the Company was in the early stages of developing and financing a business
plan to distribute 3D goods and accessories in China. As a result of the change in control transaction, the Companys former
business operations have been presented as discontinued operations as of October 31, 2020 and for the three months and nine months
ended October 31, 2020. Comparative amounts for the three months and nine months ended October 31, 2019 have been reclassified
to conform to the current years presentation. These changes did not impact the Companys net loss, shareholders
equity (deficiency) or operating cash flows for any reported period.

Going
Concern

The
Companys financial statements have been presented on the basis that the Company is a going concern, which contemplates
the realization of assets and satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial
statements, the Company has suffered losses from operations and negative operating cash flows since inception. During the three
months and nine months ended October 31, 2020, the Company incurred a net loss of $10,616 and $22,266, respectively. The Company
has financed its working capital requirements during this period primarily through borrowings from related parties. Accordingly,
management has concluded that these matters raise substantial doubt about the Companys ability to continue as a going concern.

At
October 31, 2020, the Company did not have any cash resources available to fund its operations and will therefore need to raise
additional funds in the short-term. However, there can be no assurances that the Company will be successful in this regard.

As
a result, management has concluded that there is substantial doubt about the Companys ability to continue as a going concern
within one year of the date that the accompanying financial statements are issued. In addition, the Companys independent
registered public accounting firm, in their report on the Companys financial statements for the fiscal year ended January
31, 2020, has also expressed substantial doubt about the Companys ability to continue as a going concern. The ability of
the Company to continue as a going concern is dependent upon the Companys ability to raise additional funds and implement
its business plan, and to ultimately achieve sustainable operating revenues and profitability. The accompanying financial statements
do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The
development and expansion of the Companys business subsequent to October 31, 2020 will be dependent on many factors, including
the capital resources available to the Company. No assurances can be given that any future financing will be available or, if
available, that they will be on terms that are satisfactory to the Company or adequate to fund the development and expansion of
the Companys business operations to a level that is commercially viable and self-sustaining. There is also significant
uncertainty as to the affect that the coronavirus pandemic may have on the availability, amount and type of financing in the future.

If
cash resources are insufficient to satisfy the Companys ongoing cash requirements, the Company would be required to scale
back or discontinue its operations, obtain funds, if available, although there can be no certainty, through strategic alliances
that may require the Company to relinquish rights to any assets, or to discontinue its operations entirely.

2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis
of Preparation

The
accompanying condensed financial statements have been prepared in accordance with United States generally accepted accounting
principles (GAAP).

Use
of Estimates

The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of expenses during the reporting period.

Management
bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the
financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates
the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and
circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates
are adjusted accordingly. Actual results could differ from those estimates.

The
most significant estimates to be made by management in the preparation of the financial statements are expected to relate to valuing
equity instruments issued; the realization of deferred tax assets; and accruals for contingent liabilities.

Cash

The
Company maintains its cash balances with financial institutions with high credit ratings and in accounts insured by the Federal
Deposit Insurance Corporation (the FDIC). The Company may periodically have cash balances in banks in excess of
FDIC insurance limits. The Company has not experienced any losses to date resulting from this practice.

Concentration
of Risk

The
Company may periodically contract with consultants and vendors to provide services related to the Companys business activities.
Agreements for these services may be for a specific time period or for a specific project or task.

Income
Taxes

The
Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes.
Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial
statements and the tax basis of assets and liabilities.

The
Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized.
In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of
its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination
was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets
in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

As
the Companys net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous
tax years remain open to examination by the respective taxing authorities.

The
Company had no unrecognized tax benefits as of October 31, 2020 and does not anticipate any material amount of unrecognized tax
benefits within the next 12 months.

The
Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement,
presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP.
The tax effects of a position are recognized only if it is more-likely-than-not to be sustained by the taxing authority
as of the reporting date. If the tax position is not considered more-likely-than-not to be sustained, then no benefits
of the position are recognized. As of October 31, 2020, the Company had no uncertain tax positions, and will continue to evaluate
for uncertain tax positions in subsequent periods. In future periods, any interest and penalties related to uncertain tax positions
will be recognized as a component of income tax expense.

Stock-Based
Compensation

The
Company intends to periodically issue common stock and stock options to officers, directors, employees, contractors and consultants
for services rendered. Options vest and expire according to terms established at the issuance date of each grant. Stock grants,
which are generally time vested, will be measured at the grant date fair value and charged to operations ratably over the vesting
period.

The
Company will account for stock-based payments to officers, directors, employees, contractors and consultants by measuring the
cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized
as compensation expense over the period during which the individual is required to perform services in exchange for the award,
which is generally over the vesting period of the award.

The
fair value of stock options granted as stock-based compensation will be determined utilizing the Black-Scholes option-pricing
model, and is affected by several variables, the most significant of which are the life of the equity award, the exercise price
of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of
the common stock. Estimated volatility is based on the historical volatility of the Companys common stock over an appropriate
calculation period, or, if not available, by reference to the volatility of a representative sample of comparable public companies.
The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of
the common stock is determined by reference to the quoted market price of the Companys common stock on the grant date.

The
Company will recognize the fair value of stock-based compensation awards in in the Companys statements of operations. Through
October 31, 2020, the Company has not incurred any stock-based compensation costs. The Company will issue new shares of common
stock to satisfy any stock option exercises.

Fair
Value of Financial Instruments

The
authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified
and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity
in Level 3 fair value measurements, is also required.

Level
1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability
to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded
securities and exchange-based derivatives.

Level
2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly
observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include
fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

Level
3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity
to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based
derivatives and commingled investment funds and are measured using present value pricing models.

The
Company will determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based
on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels,
the Company will perform an analysis of the assets and liabilities at each reporting period end.

The
Companys financial instruments include or are expected to include prepaid expenses, advance to a related party, accounts
payable, accrued expenses, and due to related parties. The estimated fair value of these instruments is expected to approximate
their respective carrying amounts due to the short-term nature of these instruments.

Earnings
(Loss) Per Share

The
Companys computation of earnings (loss) per share (EPS) includes basic and diluted EPS. Basic EPS is measured
as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period.
Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible
notes payable, convertible preferred stock and stock options and warrants) as if they had been converted at the beginning of the
periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase
income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Loss
per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during
the respective periods. Basic and diluted loss per common share is the same for all periods presented.

Leases

Accounting
Standards Update (ASU) 2016-02, Leases (Topic 842) (ASU 2016-02) requires a lessee to record a right-of-use
asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments.
ASU 2016-02 requires recognition in the statement of operations of a single lease cost that is calculated as a total cost of the
lease allocated over the lease term, generally on a straight-line basis. ASU 2016-02 excludes short-term operating leases with
a lease term of 12 months or less at the commencement date, and that do not include an option to purchase the underlying asset
that the lessee is reasonably certain to exercise. The Company did not have any leases within the scope of ASU 2016-02 at October
31, 2020.

Recent
Accounting Pronouncements

In
June 2016, the Financial Accounting Standards Board (the FASB) issued ASU 2016-13, Financial Instruments –
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU
2016-13 significantly changes how entities measure credit losses for most financial assets, including accounts and notes receivables.
ASU 2016-13 will replace the current incurred loss approach with an expected loss model, under which
companies will recognize allowances based on expected rather than incurred losses. Entities will apply the provisions of ASU 2016-13
as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ASU 2016-13
is effective. ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning after December
15, 2022. Management is currently in the process of assessing the impact of the adoption of ASU-2016-13 on the Companys
financial statement presentation and disclosures subsequent to its adoption.

In
December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU
2019-12). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions and enhances and simplifies
various aspects of the income tax accounting guidance in ASC 740. ASU 2019-12 is effective for interim and annual reporting periods
beginning after December 15, 2020. The adoption of ASU 2019-12 is not expected to have any impact on the Companys financial
statement presentation or disclosures subsequent to its adoption.

In
August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging—Contracts in Entitys Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts
in an Entitys Own Equity (ASU 2020-06). ASU 2020-06 will simplify the accounting for convertible instruments by
reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting
models results in fewer embedded conversion features being separately recognized from the host contract as compared with current
GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features
that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify
for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which
the premiums are recorded as paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts
in an entitys own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 will be effective for
public companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early
adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those
fiscal years. Management has not yet evaluated the effect that the adoption of ASU 2020-06 will have on the Companys financial
statement presentation or disclosures subsequent to its adoption.

Management
does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have
a material impact on the Companys financial statement presentation or disclosures.

3.
ADVANCE TO KLUSMAN FAMILY HOLDINGS, LLC

Information regarding the parties to this
transaction is included in the description of the September 4, 2020 change in control transaction provided at Note 1.

4.
PROMISSORY NOTE PAYABLE TO FARM HOUSE PARTNERS, LLC

On
October 27, 2020, the Company borrowed $50,000 from Farm House Partners, LLC. The promissory note payable is unsecured, matures
on October 27, 2021, and bears interest at a rate of 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} per annum. At October 31, 2020, accrued interest on the promissory note
payable was $56.

Information regarding the parties to this
transaction is included in the description of the September 4, 2020 change in control transaction provided at Note 1.

5.
RELATED PARTY TRANSACTIONS

On
June 16, 2020, the Companys former director loaned the Company $4,003. The loan was unsecured, non-interest bearing, and
due on demand. As of July 31, 2020, all loans from the former director aggregating $33,753 had been cancelled and contributed
to capital.

On
October 13, 2020, the Company borrowed $4,770 from Mike Witherill pursuant to an unsecured promissory note payable. The note matured
on November 13, 2020, was unsecured, and bore interest at a rate of 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} per annum. At October 31, 2020, accrued interest on the
promissory note payable was $23. The promissory note, including related accrued interest, was paid in full in November and December
2020.

During
September and October 2020, an entity affiliated with Michael Witherill, an officer and director of the Company, loaned the Company
$678. The loan is unsecured, non-interest bearing, and due on demand.

Additional
related party transactions are described at Notes 3 and 4.

6.
STOCKHOLDERS EQUITY (DEFICIENCY)

The
Company is authorized to issue a total of 75,000,000 shares of common stock, par value $0.001 per share, of which 5,707,250 shares
were issued and outstanding at October 31, 2020.

7.
INCOME TAXES

During
the three months and nine months ended October 31, 2020 and 2019, the Company did not provide any provision for income taxes,
as the Company incurred losses during such period. Deferred tax assets and liabilities reflect the net tax effect of temporary
differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income
tax purposes. The Company recorded a full valuation allowance against its deferred tax assets as the Company believes it is more
likely than not that the deferred tax assets will not be realized.

8.
COMMITMENTS AND CONTINGENCIES

Legal
Matters

The
Company may, from time to time, be involved in legal proceedings, regulatory actions, claims and litigation arising in the ordinary
course of business, which are not expected to have a material adverse effect upon the Companys financial statements. As
of October 31, 2020, the Company was not a party to any pending or threatened legal proceedings.

Impact
of COVID-19 on the Company

The
global outbreak of COVID-19 has led to severe disruptions in general economic activities, as businesses and governments have taken
broad actions to mitigate this public health crisis. Although the Company has not experienced any significant disruption to its
business to date, these conditions could significantly negatively impact the Companys business in the future.

The
extent to which the COVID-19 outbreak ultimately impacts the Companys business, future revenues, results of operations
and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but
not limited to, the duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat
its impact (including an effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume.
Even after the COVID-19 outbreak has subsided, the Company may be at risk of experiencing a significant impact to its business
as a result of the global economic impact, including any economic downturn or recession that has occurred or may occur in the
future.

As
a result of the impact of COVID-19 on capital markets, the availability, amount and type of financing available to the Company
in the near future is uncertain and cannot be assured and is largely dependent upon evolving market conditions and other factors.

The
Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance
become available.

9.
SUBSEQUENT EVENTS

The
Company performed an evaluation of subsequent events through the date of filing of these condensed financial statements with the
SEC. There were no material subsequent events which affected, or could affect, the amounts or disclosures in the condensed financial
statements, other than as described below.

On December 15, 2020, the
Company entered into a binding Letter of Intent with Klusman Family Holdings, LLC, and Aaron Klusman, pursuant to which the Company
agreed to purchase 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the membership interest in Klusman Family Holdings, LLC from Mr. Klusman, who is also Chief Executive
Officer, Chairman of the Board, and a Director of the Company, for consideration consisting of payments totaling $1,500,000 and
the issuance of 10,945,250 shares of common stock of the Company. Klusman Family Holdings, LLC is engaged in the business of acquiring,
leasing, and managing real property in Arizona. The acquisition is anticipated to occur on or about December 31, 2020, although
there is no assurance this will occur.

ITEM
2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking
Statements

This
Quarterly Report on Form 10-Q of Chee Corp. (the Company) contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These might include
statements regarding the Companys financial position, business strategy and other plans and objectives for future operations,
and assumptions and predictions related thereto. These statements are generally accompanied by words such as intend,
anticipate, believe, estimate, potential(ly), continue,
forecast, predict, plan, may, will, could,
would, should, expect or the negative of such terms or other comparable terminology.
The Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based
on information available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations
will prove to have been correct or that the Company will take any action that the Company may presently be planning. These forward-looking
statements are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially
from those expected, anticipated or implied in the forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, available cash reserves, competition from other similar businesses, and market and
general economic factors. This discussion should be read in conjunction with the condensed financial statements and notes thereto
included in Item 1 of this Quarterly Report on Form 10-Q. The Company does not intend to update or revise any forward-looking
statements to reflect new information, future events or otherwise.

Business

As
of October 31, 2020, the Company had not yet commenced any business activities in commercial real estate.

The
Companys future business activities will be subject to significant risks and uncertainties, including the need for and
availability of additional capital.

Discontinued
Operations and Reclassifications

Prior
to the change in control transaction, the Company was in the early stages of developing and financing a business plan to distribute
3D goods and accessories in China. As a result of the change in control transaction, the Companys former business operations
have been presented as discontinued operations as of October 31, 2020 and for the three months and nine months ended October 31,
2020. Comparative amounts for the three months and nine months ended October 31, 2019 have been reclassified to conform to the
current years presentation. These changes did not impact the Companys net loss, shareholders equity (deficiency)
or operating cash flows for any reported period.

Going
Concern

The
development and expansion of the Companys business subsequent to October 31, 2020 will be dependent on many factors, including
the capital resources available to the Company. No assurances can be given that any future financing will be available or, if
available, that it will be on terms that are satisfactory to the Company or adequate to fund the development and expansion of
the Companys business operations to a level that is commercially viable and self-sustaining. There is also significant
uncertainty as to the affect that the coronavirus pandemic may have on the availability, amount and type of financing in the future.

Recent
Accounting Pronouncements

Information
with respect to recent accounting pronouncements is provided at Note 2 to the condensed financial statements for the three months
and nine months ended October 31, 2020 and 2019 included elsewhere in this document.

Concentration
of Risk

Information
with respect to concentration of risk is provided at Note 2 to the condensed financial statements for the three months and nine
months ended October 31, 2020 and 2019 included elsewhere in this document.

Critical
Accounting Policies and Estimates

The
discussion and analysis of financial condition and results of operations presented below is based on the Companys condensed
financial statements for the three months and nine months ended October 31, 2020 and 2019 presented elsewhere in this document,
which have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP).
Certain accounting policies and estimates are particularly important to the understanding of the Companys financial position
and results of operations and require the application of significant judgment by management or can be materially affected by changes
from period to period in economic factors or conditions that are outside of the Companys control. As a result, these issues
are subject to an inherent degree of uncertainty. In applying these policies, management uses its judgment to determine the appropriate
assumptions to be used in the determination of certain estimates. Those estimates are based on the Companys historical
operations, the future business plans and the projected financial results, the terms of existing contracts, trends in the industry,
and information available from other outside sources. For a more complete description of the Companys significant accounting
policies, see Note 2 to the condensed financial statements included elsewhere in this document.

Results
of Operations

At
October 31, 2020, the Company had no revenue-generating operations and is dependent on periodic infusions of debt and/or equity
capital to fund its operating requirements. As described above, the Company is attempting to enter into the commercial real estate
business, but has not yet acquired any interests in commercial real estate, and there can be no assurances that the Company will
be successful in this regard.

Operating
Expenses

The
Company generally recognizes operating costs and expenses as they are incurred in the appropriate category in the Companys
statement of operations. The Companys operating costs and expenses may also include non-cash components related to depreciation
and amortization of property and equipment and stock-based compensation.

General
and administrative costs and expenses consist of accounting fees, audit fees, legal fees, transfer agent fees, and other general
corporate expenses. Management expects general and administrative costs and expenses to increase in future periods as the Company
develops its business operations and adds personnel, and incurs additional costs related to its increased operation as a public
company including higher legal, accounting, insurance, compliance, compensation and other costs.

The
Companys condensed statements of operations as discussed herein are presented below.

	Three Months Ended						Nine Months Ended
	October 31,						October 31,
	2020			2019			2020			2019

Revenues	$	—		$	—		$	—		$	—

General and administrative costs		10,537			12,747			21,682			27,246
Loss from operations		(10,537	)		(12,747	)		(21,682	)		(27,246	)
Interest expense, related party		(79	)		—			(79	)		—
Loss from continuing operations		(10,616	)		(12,747	)		(21,761	)		(27,246	)
Income (loss) from discontinued operations		—			3,384			(505	)		6,446
Net loss	$	(10,616	)	$	(9,363	)	$	(22,266	)	$	(20,800	)

Net income (loss) per common share – basic and diluted:
Loss from continuing operations	$	—		$	—		$	—		$	—
Income (loss) from discontinued operations		—			—			—			—
Net loss	$	—		$	—		$	—		$	—

Weighted average common shares outstanding – basic and diluted		5,707,250			5,707,250			5,707,250			5,707,250

Three
Months Ended October 31, 2020 and 2019

Revenues.
The Company did not have any operating revenues for the three months ended October 31, 2020 and 2019.

General
and Administrative Costs. For the three months ended October 31, 2020, general and administrative costs were $10,537, which
consisted of $6,773 of accounting, $2,000 of legal, and $1,764 of other costs.

For
the three months ended October 31, 2019, general and administrative costs were $12,747, which consisted of $3,450 of accounting
costs, $7,200 of legal costs and $2,097 of other costs.

General
and administrative costs decreased by $2,210 or 17{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} in 2020, as compared to 2019, primarily as a result of lower legal fees, offset
by higher accounting fees.

Loss
from Operations. For the three months ended October 31, 2020, the Company had a loss from operations of $10,537, as compared
to a loss from operations of $12,747 for the three months ended October 31, 2019.

Interest
Expense. For the three months ended October 31, 2020, the Company had interest expense of $79 related to the unsecured promissory
note payable to Farm House Partners, LLC, a related party, and Michael Witherill, a related party. The Company had no interest
expense for the three months ended October 31, 2019.

Loss
from Continuing Operations. For the three months ended October 31, 2020, the Company had a loss from continuing operations
of $10,616, as compared to a loss from continuing operations of $12,747 for the three months ended October 31, 2019.

Income
(Loss) from Discontinued Operations. For the three months ended October 31, 2020, the Company had no income or loss from discontinued
operations. For the three months ended October 31, 2019, the Company had income from discontinued operations of $3,384.

Net
Loss. For the three months ended October 31, 2020, the Company had a net loss of $10,616, as compared to a net loss of $9,363
for the three months ended October 31, 2019.

Nine
Months Ended October 31, 2020 and 2019

Revenues.
The Company did not have any operating revenues for the nine months ended October 31, 2020 and 2019.

General
and Administrative Costs. For the nine months ended October 31, 2020, general and administrative costs were $21,682, which
consisted of $15,523 of accounting, $2,000 of legal and $4,159 of other costs.

For
the nine months ended October 31, 2019, general and administrative costs were $27,246, which consisted of $13,150 of accounting
costs, $7,790 of legal costs and $6,306 of other costs.

General
and administrative costs decreased by $5,564 or 20{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} in 2020, as compared to 2019, primarily as a result of decreased legal and
other costs.

Loss
from Operations. For the nine months ended October 31, 2020, the Company had a loss from operations of $21,682, as compared
to a loss from operations of $27,246 for the nine months ended October 31, 2019.

Interest
Expense. For the nine months ended October 31, 2020, the Company had interest expense of $79 related to the unsecured promissory
note payable to Farm House Partners, LLC, a related party, and Michael Witherill, a related party. The Company had no interest
expense for the nine months ended October 31, 2019.

Loss
from Continuing Operations. For the nine months ended October 31, 2020, the Company had a loss from continuing operations
of $21,761, as compared to a loss from continuing operations of $27,246 for the nine months ended October 31, 2019.

Income
(Loss) from Discontinued Operations. For the nine months ended October 31, 2020, the Company had a loss from discontinued
operations of $505. For the nine months ended October 31, 2019, the Company had income from discontinued operations of $6,446.

Net
Loss. For the nine months ended October 31, 2020, the Company had a net loss of $22,266, as compared to a net loss of $20,800
for the nine months ended October 31, 2019.

Liquidity
and Capital Resources – October 31, 2020

At
October 31, 2020, the Company had a working capital deficiency of $60,352, as compared to working capital deficiency of $22,672
at January 31, 2020, reflecting a decrease in working capital of $37,680 for the nine months ended October 31, 2020. The decrease
in working capital during the nine months ended October 31, 2020 was the result of working capital being utilized to fund the
Companys ongoing operating expenses. At October 31, 2020, the Company did not have any cash available to fund its operations
and will need to raise additional funds in the short-term. However, there can be no assurances that the Company will be successful
in this regard.

As
of October 31, 2020, the Company had not yet commenced any business activities in commercial real estate.

The
Companys future business activities will be subject to significant risks and uncertainties, including the need for and
availability of additional capital, and the Companys business, financial condition, results of operations and cash flows
may be impacted by a number of factors, many of which will be beyond the Companys control.

No
assurances can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory
to the Company or adequate to fund the development and expansion of the Companys business operations to a level that is
commercially viable and self-sustaining. There is also significant uncertainty as to the affect that the coronavirus pandemic
may have on the availability, amount and type of financing in the future.

Operating
Activities. For the nine months ended October 31, 2020, operating activities utilized cash of $15,476, as compared to utilizing
cash of $24,846 for the nine months ended October 31, 2019, to fund the Companys ongoing operating expenses.

Investing
Activities. For the nine months ended October 31, 2020, the Companys investing activities consisted of providing an
advance to a related party of $50,000 with respect to a pending transaction. For the nine months ended October 31, 2019, the Company
had no investing activities.

Financing
Activities. For the nine months ended October 31, 2020, financing activities consisted of the proceeds of loans from related
parties of $54,770. For the nine months ended October 31, 2019, financing activities consisted of proceeds from a related party
loan of $13,700.

Discontinued
Operating Activities. For the nine months ended October 31, 2020, discontinued operating activities generated cash of $10,600,
as compared to generating cash of $10,425 for the nine months ended October 31, 2019.

Off-Balance
Sheet Arrangements

At
October 31, 2020, the Company did not have any transactions, obligations or relationships that could be considered off-balance
sheet arrangements.

Impact
of COVID-19 on the Company

The
Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance
become available.

Trends,
Events and Uncertainties

There
can be no assurances that the Company will ever achieve sustainable revenues sufficient to support its operations. Even if the
Company is able to generate revenues, there can be no assurances that the Company will be able to achieve profitability or positive
operating cash flows. There can be no assurances that the Company will be able to secure additional financing on acceptable terms
or at all. If cash resources are insufficient to satisfy the Companys ongoing cash requirements, the Company would be required
to scale back or discontinue its operations, or obtain funds, if available (although there can be no certainty), through strategic
alliances that may require the Company to relinquish rights to certain of its programs, or to curtail or discontinue its operations
entirely.

Other
than as discussed above and elsewhere in these condensed financial statements, the Company is not currently aware of any trends,
events or uncertainties that are likely to have a material effect on the Companys financial condition in the near term,
although it is possible that new trends or events may develop in the future that could have a material effect on the Companys
financial condition.

ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not
applicable.

ITEM
4. CONTROLS AND PROCEDURES

Evaluation
of Disclosure Controls and Procedures

The
Companys management is responsible for establishing and maintaining adequate internal control over financial reporting
(as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the Exchange Act))
using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control Integrated
Framework (2013).

The
Companys internal control over financial reporting is designed to ensure that material information regarding the Companys
operations is made available to management and the board of directors to provide them reasonable assurance that the published
financial statements are fairly presented.

The
Company is required to establish and maintain disclosure controls and procedures (as defined in Rules 13a-14(e) and 15d-15(e)
under the Exchange Act that are designed to ensure that information required to be disclosed in the reports that the Company files
with the Securities and Exchange Commission (the SEC) under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and
communicated to the Companys management, consisting of its Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow for timely decisions regarding required disclosures.

As
required by Rule 15d-15(b) of the SEC, the Company carried out an evaluation, under the supervision and with the participation
of its management, consisting of the Companys principal executive officer and principal financial officer, of the effectiveness
of the design and operation of the Companys disclosure controls and procedures as of October 31, 2020, the end of the most
recent period covered by this report.

Based
upon that evaluation, the Companys principal executive officer and principal financial officer concluded that, as of October
31, 2020, due to the identification of significant deficiencies and the existence of the material weaknesses in the Companys
internal control over financial reporting as described below, the design and operation of its disclosure controls and procedures
were not effective to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed,
summarized and reported within the required time periods and is accumulated and communicated to the Companys management,
consisting of the Companys principal executive officer and principal financial officer, to allow timely decisions regarding
required disclosures.

Managements
Report on Internal Control Over Financial Reporting

The
Companys internal control over financial reporting is designed to provide reasonable assurance concerning both the reliability
of its financial reporting and the preparation of its financial statements in accordance with United States generally accepted
accounting principles (US GAAP) and SEC reporting standards. The Companys internal control over financial
reporting includes policies and procedures that obligate the Company to maintain reasonably detailed records that accurately and
fairly reflect the Companys business transactions, provide reasonable assurance that the Companys business transactions
are properly and timely recorded, ensure that the Companys receipts and disbursements are authorized by management, if
applicable, by the Companys board of directors, that revenues are properly and timely recorded, and that assets are properly
identified, recorded and periodically evaluated for impairment.

Based
on the Companys assessment, management has concluded that the Companys internal control over financial reporting
was not effective as of October 31 2020 to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements in accordance with US GAAP and SEC reporting standards, for the reasons noted below.

The Company underwent a change in control
transaction effective September 4, 2020, as a result of which the business, operations, accounting, board of directors and executive
management of the Company changed. In conjunction with the preparation of the unaudited condensed financial statements as of and
for the period ended October 31, 2020, the Company identified certain accounting issues that indicated certain deficiencies in
the Companys internal ability to prepare financial statements in accordance with US GAAP and SEC reporting standards.

Current
executive management has not yet retained the financial and accounting staff necessary to conform to the checks and balances needed
for proper internal controls, as well as with the technical competence and accounting experience to address accounting and reporting
issues under US GAAP and SEC reporting standards. Current management has retained the services of qualified outside consultants
with expertise to perform specific accounting and finance functions, and to assist in the design of accounting and internal control
systems. Accordingly, the Company has not yet completed the process to establish adequate internal controls over financial reporting,
and it expects that this process will take some time to accomplish and will require the availability of additional operating capital.
However, there can be no assurances that these efforts will be sufficient to fully develop and implement adequate disclosure controls
and procedures and internal controls over financial reporting.

The
Companys management, consisting of its principal executive officer and principal financial officer, does not expect that
its disclosure controls and procedures or its internal controls over financial reporting will prevent all error or fraud. A control
system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints
and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and any instances of malfeasance or fraud have
been detected.

Management
believes that the condensed financial statements included in this report fairly present, in all material respects, the Companys
financial condition, results of operations and cash flows as of and for the three months and nine months ended October 31, 2020.

Changes
in Internal Controls over Financial Reporting

The
Companys management, consisting of its principal executive officer and principal financial officer, has determined that
no change in the Companys internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f)
of the Securities Exchange Act of 1934) occurred during or subsequent to the quarter ended October 31, 2020 that has materially
affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting, other than
the matters noted above.

PART
II – OTHER INFORMATION

ITEM
1. LEGAL PROCEEDINGS

The
Company is not currently subject to any pending or threatened legal actions or claims.

ITEM
1A. RISK FACTORS

Change
in Business

The Company underwent a change in control
transaction effective September 4, 2020, as a result of which new management of the Company terminated the Companys existing
business operations and decided to reorient the Companys business activities into commercial real estate. As of October
31, 2020, the Company had not yet commenced any business activities in commercial real estate, and there can be no assurances that
this new business focus will ultimately be achieved and be successful. The Companys future business activities will be subject
to significant risks and uncertainties, including the need for additional capital, and the Companys business, financial
condition, results of operations and cash flows may be impacted by a number of factors, many of which will be beyond the Companys
control.

Impact
of COVID-19 on the Company

The
Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance
become available.

ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM
3. DEFAULTS UPON SENIOR SECURITIES

Not
applicable.

ITEM
4. MINE SAFETY DISCLOSURES

Not
applicable.

ITEM
5. OTHER INFORMATION

Item
1.01 Entry into a Material Definitive Agreement

On
December 15, 2020, the Company entered into a binding Letter of Intent (the “LOI”) with Klusman Family Holdings,
LLC, and Aaron Klusman, pursuant to which the Company agreed to purchase 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the membership interest in Klusman Family
Holdings, LLC from Mr. Klusman, who is also Chief Executive Officer, Chairman of the Board, and a Director of the Company,
for consideration consisting of payments totaling $1,500,000 and the issuance of 10,945,250 shares of common stock of the
Company. Klusman Family Holdings, LLC is engaged in the business of acquiring, leasing, and managing real property in Arizona. The
acquisition is anticipated to occur on or about December 31, 2020, although there is no assurance this will occur.

The
foregoing summary of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of
the LOI. A copy of the LOI is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
or Certain Officers.

Effective
December 17, 2020, the Board of Directors of the Company appointed Michael Witherill as Chief Financial Officer, to hold office
until the next annual meeting of stockholders and until his successor has been duly elected and qualified.

Mike
Witherill, age 58, currently serves as Secretary, Treasurer, director, and Vice-Chairman of the Board of the Company. He also
serves as President, Chief Financial Officer, director, and Vice-Chairman of the Board of Rivulet Media, Inc. Mr. Witherill is
CEO of MJW Media, Inc., MJW Music, Inc. and MJW Television, Inc., and served as founder of MJW Films, LLC. He has produced six
movies in the last five years, including Drinking Buddies (staring Ana Kendrick, Olivia Wild and Jake Johnson), Frontera (staring
Ed Harris, Eva Longoria, Amy Madigan and Michael Pena), Cardboard Boxer (staring Thomas Hayden Church, Terrence Howard and Boyd
Holbrook), John Wick (starring Keanu Reeves), and Stuck (staring Ashanti, Giancarlo Esposito, Amy Madigan, Arden Cho, Omar Chaparro
and Gerard Canonico), which has won multiple film festival awards. Mr. Witherill founded Rise Entertainment, a motion picture
production company, in 2012, for which he was the manager and CEO until he sold his interest in 2013. He was the manager of Frontera
Productions, LLC, an entity wholly owned by Rise Entertainment and the entity in which the movie Frontera was produced. Mr. Witherill
was manager of H & W Movie Partners, LLC since 2009, an entity involved with the production of the movie A Little Bit of Heaven.
Mr. Witherill co-founded MJW Films, LLC in 2013. He was a co-manager of MJW Films, LLC until July 2014, and continues to serve
as its CEO. MJW Films, LLC created the special purpose movie production entities Stuck Productions, LLC and its related entity
Stuck Movie, Inc., J Wick Productions, LLC, Planet Productions, LLC, and Cardboard Productions, LLC. Mr. Witherill is the CEO
of each of these entities. Mr. Witherill co-founded MJW Media, LLC in 2013, and served as its CEO until its merger with MJW Media,
Inc. in 2016. MJW Media, LLC was a producer loan out and movie production/development company. Mr. Witherill co-founded MJW Music,
LLC in 2013, and was its CEO until its merger with MJW Music, Inc. in 2016. MJW Music, LLC was a film music and talent music production
company. Mr. Witherill received a football scholarship to Arizona State University where he played and graduated in 1985 with
a BA in Business. Mr. Witherill is the Co-Founder of the largest Dunkin Donuts franchisee in the western United States with over
50 current locations.

On
October 13, 2020, the Company borrowed $4,770 from Mr. Witherill pursuant to an unsecured promissory note payable. The note matured
on November 13, 2020, was unsecured, and bore interest at a rate of 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} per annum. The promissory note was paid in full in November
and December 2020. Mr. Witherill was not appointed pursuant to any arrangement or understanding between him and any other person.

ITEM
6. EXHIBITS

Except
as otherwise indicated (a) all exhibits were previously filed, (b) all omitted exhibits are intentionally omitted, and (c) all
Reports referenced below were filed under SEC file number 333-216868.

Exhibit Number		Description of Document
3(i)		Articles of Incorporation, incorporated by reference to Exhibit 3.1 of the Form S-1 filed on March 22, 2017.

3(ii)		Certificate of Correction to Articles of Incorporation, incorporated by reference to Exhibit 3.3 of the Form S-1 filed on March 22, 2017.

3(ii)		Bylaws, incorporated by reference to Exhibit 3.2 of the Form S-1 filed on March 22, 2017.

10.1*		Promissory Note, dated October 27, 2020.

10.2*		Letter of Intent, dated December 15, 2020.

31.1*		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.

31.2*		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.

32.1*		Section 1350 Certifications.

101.INS**		XBRL Instance Document

101.SCH**		XBRL Taxonomy Extension Schema Document

101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB**		XBRL Taxonomy Extension Label Linkbase Document

101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF**		XBRL Taxonomy Extension Definition Linkbase Document

SIGNATURES

In
accordance with the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.

	CHEE CORP.
	(Registrant)

Date: December 21, 2020	By:	/s/ AARON KLUSMAN
		Aaron Klusman
		Chief Executive Officer, Chairman of the Board (Principal Executive Officer)

Date: December 21, 2020	By:	/s/ MICHAEL WITHERILL
		Michael Witherill
		Chief Financial Officer, Secretary, Treasurer, Vice-Chairman of the Board (Principal Financial Officer and Principal Accounting Officer)

Exhibit 10.1

PROMISSORY
NOTE

$50,000.00 October
27, 2020

FOR
VALUE RECEIVED, the undersigned, CHEE CORP, a Nevada corporation (Maker) promise to pay to the order of FARM HOUSE
PARTNERS, LLC, an Arizona limited liability company (Holder), at 1206 E. Warner Road Suite 101-1, Gilbert, AZ 85296,
or at such other place as the holder hereof may from time to time designate in writing, the entire outstanding principal and accrued
interest upon the Maturity Date (defined below). This Note shall bear interest at a rate of Ten Percent (10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) per annum, and no
installment payments shall be required. This Note shall be unsecured.

The
outstanding principle balance and accrued interest shall become due and payable one year from the date of this Note (the Maturity
Date).

Maker
may voluntarily prepay this Note, in whole or in part, at any time, without premium or penalty.

Time
is of the essence of this Note.

Maker
shall pay all costs and expenses, including reasonable attorneys fees and court costs, incurred in the collection or enforcement
of all or any part of this Note. In the event of any court proceedings, court costs and attorneys fees shall be set by the court
and not by jury and shall be included in any judgment obtained by the holder hereof.

Failure
of the holder to exercise any option hereunder shall not constitute a waiver of the right to exercise the same in the event of
any subsequent default or in the event of continuance of any existing default after demand for strict performance hereof.

Maker,
sureties, guarantors and endorsers hereof: (a) agree to be jointly and severally bound, (b) severally waive any homestead or exemption
right against said debt, (c) severally waive demand, diligence, presentment for payment, protest and demand, and notice of extension,
dishonor, protest, demand and nonpayment of this Note, (d) consent that the holder hereof may extend the time of payment or otherwise
modify the terms of payment of any part or the whole of the debt evidenced by this Note, at the request of any other person primarily
liable hereon, and such consent shall not alter nor diminish the liability of any person, and (e) severally waive any setoff right
against said debt.

This
Note shall be binding upon Maker and its successors and assigns and shall inure to the benefit of the Holder hereof and any subsequent
holders of this Note, and their successors and assigns.

This
Note shall be governed by and construed according to the laws of the State of Arizona.

IN
WITNESS WHEREOF, these presents are executed as of the date first written above.

	MAKER

	CHEE CORP., a Nevada corporation

	By:	/s/ Aaron Klusman
		Aaron Klusman, Chief Executive Officer

Exhibit 10.2

December
15, 2020

Aaron
Klusman

2701
E. Camelback Road

Phoenix,
Arizona 85016

Re:

Binding
Letter of Intent to Purchase the Equity of Klusman Family Holdings, LLC

Dear
Mr. Klusman:

This
binding letter of intent (this Letter) is intended to summarize the principal terms by which Chee Corp.,
a Nevada corporation (Buyer), will acquire 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the equity membership interest in Klusman Family Holdings,
LLC (the Company), from you (Seller), as sole member of the Company. The acquisition
is referred to as the Transaction, and Buyer and Seller are referred to collectively as the Parties.

1. Acquisition
of Membership Interest and Purchase Price.

(a) Subject
to the satisfaction of the conditions described in this Letter, at the closing of the Transaction, which is anticipated to occur
on or about January 1, 2021 (the Closing), Buyer will acquire 100{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the equity membership interests in
the Company (the Membership Interest), free and clear of all encumbrances, at the purchase price set forth
in Section 1(b).

(b) The
purchase price for the Membership Interest will be One Million Five Hundred Thousand Dollars ($1,500,000) (the Purchase
Price), payable as follows:

(i) $50,000
of the Purchase Price has already been remitted to the Seller, which constitutes a non-refundable, non-interest bearing deposit;
and

(ii) $1,450,000
will be paid pursuant to a payment schedule to be negotiated in good faith by the Parties. Payment of this portion of the Purchase
Price will be secured by a pledge of the Membership Interest.

2. Other
Terms of Transaction.

(a) Excluded
Assets.

(i) The
following assets of the Company are not part of the Transaction and will be distributed to the Seller by the Company prior to
the closing:

a. 31,265,982
shares of common stock of Rivulet Media, Inc., a Delaware corporation;

b. 3,500,000
membership units, constituting a 77.8{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} membership interest, in Farm House Partners, LLC, an Arizona limited liability company;
and

c. That
certain real property located at 1405 10th Street, Coronado, California.

(b) Upon
consummation of the Transaction, Seller will be appointed (or confirmed as) manager of the Company.

3. Definitive
Agreement. As soon as reasonably practicable after the full execution of this Letter, the Parties will commence to negotiate
and document a definitive purchase agreement (the Definitive Agreement) relating to Buyers acquisition
of the Membership Interest. The Definitive Agreement will include the terms summarized in this Letter and such other representations,
warranties, conditions, covenants, indemnities, and other terms that are customary for transactions of this kind and are not inconsistent
with this Letter. The Parties will also commence to negotiate and document ancillary agreements necessary for the Transaction,
including (i) an assignment and assumption agreement, and (ii) a promissory note and pledge agreement.

4. Conditions.
Buyers obligation to close the proposed Transaction will be subject to customary conditions, including:

(a) Buyers
satisfactory completion of due diligence;

(b) the
Parties execution of the Definitive Agreement and the ancillary agreements;

(d) there
being no material adverse change in the real property, fixtures, or assets of the Company (the Business)
prior to the Closing.

5. Due
Diligence. Beginning on the date of execution of this Letter and continuing until entry into the Definitive Agreement, Seller
and the Company will authorize its management to allow Buyer and its advisors full access to the facilities, records, key employees,
customers, suppliers, and advisors of the Business for the purpose of completing Buyers due diligence review. The due diligence
investigation may include, but is not limited to, a review of the financial, legal, tax, intellectual property, and labor records
and agreements of the Business, and any other matters as Buyers accountants, tax and legal counsel, and other advisors
deemed relevant.

6. Covenants
of Seller. During the period from the full execution of this Letter through the execution of the Definitive Agreement, Seller
will cause the Company to: (i) conduct the Business in the ordinary course in a manner consistent with past practice, (ii) maintain
its real property, fixtures, and other assets in good working condition (normal wear and tear excepted), and (iii) use its best
efforts to maintain the Business and employees, customers, real property, fixtures, assets, and operations as an ongoing concern
in accordance with past practice.

7. Exclusivity.
In consideration of the expenses that Buyer has incurred and will incur in connection with the proposed Transaction, Seller agrees
that until such time as this Letter has terminated in accordance with the provisions of paragraph 8 (such period, the Exclusivity
Period), neither Seller nor any of the Companys representatives, officers, employees, directors, agents, subsidiaries,
or affiliates (the Seller Group) shall initiate, solicit, entertain, negotiate, accept, or discuss, directly
or indirectly, any proposal or offer from any person or group of persons other than Buyer and its affiliates (an Acquisition
Proposal) to acquire all or any portion of the Membership Interest or the real property, fixtures, or assets of the
Company, whether by merger, purchase of membership interests, purchase of assets, tender offer, or otherwise, or provide any non-public
information to any third party in connection with an Acquisition Proposal or enter into any agreement, arrangement, or understanding
requiring it to abandon, terminate, or fail to consummate the Transaction with Buyer. Seller agrees to immediately notify Buyer
if any member of the Seller Group receives any indications of interest, requests for information, or offers in respect of an Acquisition
Proposal, and will communicate to Buyer in reasonable detail the terms of any such indication, request or offer, and will provide
Buyer with copies of all written communications relating to any such indication, request, or offer. Immediately upon execution
of this Letter by Buyer, Seller shall, and shall cause the Seller Group to, terminate any and all existing discussions or negotiations
with any person or group of persons other than Buyer and its affiliates regarding an Acquisition Proposal. Seller represents that
no member of the Seller Group is party to or bound by any agreement with respect to an Acquisition Proposal other than under this
Letter.

8. Termination.
This letter will automatically terminate and be of no further force and effect upon the earlier of (i) execution of the Definitive
Agreement by Buyer and Seller, or (ii) mutual agreement of Buyer and Seller. Notwithstanding anything in the previous sentence,
paragraphs 9, 10, and 12 shall survive the termination of this Letter and the termination of this Letter shall not affect any
rights any Party has with respect to the breach of this Letter by another Party prior to such termination.

9. GOVERNING
LAW. THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH INTERNAL LAWS OF THE STATE OF ARIZONA, WITHOUT GIVING
EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF ARIZONA OR ANY OTHER JURISDICTION) THAT WOULD
CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER THAN THOSE OF THE STATE OF ARIZONA.

10. Confidentiality.
Each Party agrees to keep the terms of this Letter confidential to the Parties and their representatives, provided, however, that
the Buyer may make any disclosures relating to this Letter that may be advisable or required under the Securities Exchange Act
of 1934 or its regulations.

11. No
Third Party Beneficiaries. Except as specifically set forth or referred to herein, nothing herein is intended or shall be
construed to confer upon any person or entity other than the Parties and their successors or assigns, any rights or remedies under
or by reason of this Letter.

12. Expenses.
The Parties will each pay their own transaction expenses, including the fees and expenses of attorneys, investment bankers, and
other advisors incurred in connection with the Transaction.

13. Binding
Agreement. This Letter reflects the binding agreement of the Parties.

14. Miscellaneous.
This Letter may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute one agreement. The headings of the various sections of this Letter have been inserted for reference only and shall
not be deemed to be a part of this Letter.

If
you are in agreement with the terms set forth above and desire to proceed with the proposed Transaction on that basis, please
sign this Letter in the space provided below and return an executed copy to the Buyer.

	Very truly yours,

	Chee Corp.

	/s/ Michael Witherill
	Michael Witherill, Secretary and Treasurer

Agreed to and accepted:

/s/ Aaron Klusman

Aaron Klusman, individually and as sole member of the Company

Exhibit
31.1

CERTIFICATION
OF CHIEF EXECUTIVE OFFICER

UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,
Aaron Klusman, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Chee Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants Board of Directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: December 21, 2020	By:	/s/ AARON KLUSMAN
		Aaron Klusman Chief Executive Officer, Chairman of the Board (Principal Executive Officer)

Exhibit
31.2

CERTIFICATION
OF CHIEF FINANCIAL OFFICER

UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I,
Michael Witherill, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Chee Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), for the registrant and have:

	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5.	I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants Board of Directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and

	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.

Date: December 21, 2020	By:	/s/ MICHAEL WITHERILL
		Michael Witherill
		Chief Financial Officer, Secretary, Treasurer, Vice-Chairman of the Board
		(Principal Financial Officer and Principal Accounting Officer)

Exhibit
32.1

SECTION
1350 CERTIFICATIONS

Each
of the undersigned officers of Chee Corp. (the Company), certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, 18 U.S.C. Section 1350, that:

(i)
The Quarterly Report on Form 10-Q of the Company for the quarterly period ended October 31, 2020 (the Report) fully
complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

(ii)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.

A
signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: December 21, 2020	By:	/s/ AARON KLUSMAN
		Aaron Klusman Chief Executive Officer, Chairman of the Board (Principal Executive Officer)

Date: December 21, 2020	By:	/s/ MICHAEL WITHERILL
		Michael Witherill
		Chief Financial Officer, Secretary, Treasurer, Vice-Chairman of the Board (Principal Financial Officer and Principal Accounting Officer)

Form 10-Q Chee Corp. For: Oct 31

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