Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
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. ☐
Item 5.01
Changes in Control of Registrant
On September 1, 2020, Farm House Partners LLC, an Arizona limited liability company (“Buyer”), and Da Wei Jiang (“Seller”) entered into a Stock Purchase Agreement (the “SPA”) whereby Buyer agreed to purchase from Seller 4,500,000 shares of the outstanding common stock of Chee Corp., a Nevada corporation (the “Company”).
The closing of the transaction contemplated by the SPA occurred on September 4, 2020, and resulted in a change of control of the Company in which Buyer acquired control from Seller. The basis of the change of control is the transfer of ownership of approximately 78.8% of the shares of common stock of the Company from Seller to Buyer. The amount of consideration for the purchase of such shares was $283,973 and the source of the consideration was loans 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. Also, Mr. Klusman was appointed Chairman and CEO of the Company and Mr. Witherill was appointed Vice-Chairman, Secretary, and Treasurer of the Company. The resignation and appointments are effective 10 days after the mailing of the Schedule 14f-1 filed in connection with the closing of the SPA. The mailing occurred on September 8, 2020, and therefore the effective date of the resignation and appointments described above is September 18, 2020.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the closing of transaction contemplated by the SPA, Zhang Shufang, the sole director and officer of the Company, resigned from all of his positions. Specifically, Zhang Shufang resigned from the positions of President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer, and sole member of the Board of Directors.
Also in connection with the closing of transaction contemplated by the SPA, Aaron Klusman and Mike Witherill were appointed directors of the Company, and Mr. Klusman was appointed Chairman and CEO of the Company and Mr. Witherill was appointed Vice-Chairman, Secretary, and Treasurer of the Company. The resignation and appointments are effective 10 days after the mailing of the Schedule 14f-1 filed in connection with the closing of the SPA. The mailing occurred on September 8, 2020, and therefore the effective date of the resignation and appointments described above is September 18, 2020.
All directors and officers hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. The Company does not have any standing committees and due to its small size does not believe that committees are necessary at this time. The Company has not entered into any transactions with Mr. Klusman or Mr. Witherill described in Item 404(a) of Regulation S-K.
Aaron Klusman, age 40, is a serial entrepreneur/private investor who specializes in real estate development. Mr. Klusman serves as Chief Executive Officer, director, and Chairman of the Board of Rivulet Media, Inc. Mr. Klusman co-founded Camelback Realty Group, LLC in 2005 as a real estate holding company and member or partner in other real estate LLCs and partnerships. Mr. Klusman is Co-Founder/Managing Partner in the private investment firm Camelback Partners. He is a Co-Founder/Managing Partner of Camelback Realty Group, which invests principally in real estate land and development. He is Founder/Owner of Neighborhood Concepts, under which he has founded such companies as Zoyo Neighborhood Yogurt, Modern Grove Neighborhood Eatery & Market, and Neighborhood Initiatives Beverage Co, in 2016. He is a partner in First Cup, a regional franchisee of Dunkin Donuts, where he assists with business development throughout Arizona, Nevada, California, and Colorado. Mr. Klusman also founded Klusman Family Holdings, LLC in 2009, a holding company for other real estate entities. Mr. Klusman serves on the boards of Grand Canyon University’s Colangelo College of Business, Hustle PHOENIX, Fellowship of Christian Athletes, and is the Chairman and founder of Camelback Society. Mr. Klusman graduated from Arizona State University in 2003.
Mike Witherill, age 58, serves as President, Chief Financial Officer, director, and Vice-Chairman of the Board of Rivulet Media, Inc. Mike Witherill is also 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), and John Wick (starring Keanu Reeves). Mr. Witherill is also the producer of the music movie 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 9, 2020
Chee Corp., a Nevada corporation
By: /s/ Zhang Shufang
Zhang Shufang
Chief Executive Officer, President, Treasurer, Secretary, and Director
