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 Company's 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

The Company underwent a change in control transaction effective September 4, 2020, as a result of which new management of the Company terminated the Company's existing business operations and decided to reorient the Company's 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% 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 Company's 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 Company's 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 Company's 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 year's presentation. These changes did not impact the Company's net loss, shareholders' equity (deficiency) or operating cash flows for any reported period.



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Going Concern

The Company's 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 Company's 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 Company's ability to continue as a going concern within one year of the date that the accompanying financial statements are issued. In addition, the Company's independent registered public accounting firm, in their report on the Company's financial statements for the fiscal year ended January 31, 2020, has also expressed substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company's 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 Company's 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 Company's 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 Company's 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.

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 Company's 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 Company's 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 Company's 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 Company's 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 Company's significant accounting policies, see Note 2 to the condensed financial statements included elsewhere in this document.



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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 Company's statement of operations. The Company's 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 Company's 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.



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General and administrative costs decreased by $2,210 or 17% 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% 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.



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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 Company's 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.

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

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

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

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 Company's ongoing operating expenses.

Investing Activities. For the nine months ended October 31, 2020, the Company's 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 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 Company's business in the future.

The extent to which the COVID-19 outbreak ultimately impacts the Company's 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.



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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.

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 Company's 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 Company's 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 Company's financial condition.



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