Goldenwell Biotech, Inc 10-Q/A for FY2025 Q3
Goldenwell Biotech, Inc. (GWLL)
About this 10-Q/A
Goldenwell Biotech, Inc filed this 10-Q/A on June 29, 2026, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $27.9K
- compared with a net loss of $23.07K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM
(MARK ONE)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ___________
Commission File No.
(Exact name of registrant as specified in its charter) |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices, zip code)
(
(Registrant’s telephone number, including area code)
_____________________________________________________________
(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 |
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Indicate by check mark whether the issuer (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.
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 and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
| 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.
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
As of May 21, 2025, there were
Explanatory Note
On May 27, 2026, Goldenwell Biotech, Inc. (the “Company”), filed a Current Report on Form 8-K, disclosing, among other things, that the financial statements disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “September 30, 2025 Form 10-Q”), filed with the Securities and Exchange Commission (the “SEC”) on May 27, 2025, could no longer be relied upon. This Amendment No. 1 to Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, fully restates the Company’s financial statements for the fiscal quarter ended September 30, 2025, and its related notes to financial statements and related disclosures in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations).
GOLDENWELL BIOTECH, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED SEPTEMBER 30, 2025
INDEX
| 2 |
| Table of Contents |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Amendment No. 1 to Quarterly Report on Form 10-Q of Goldenwell Biotech, Inc., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things to product demand, market and customer acceptance, competition, pricing, climate change, pandemics, political changes, and development difficulties, as well as general industry and market conditions and growth rates and general economic conditions; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).
Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
| 3 |
| Table of Contents |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GOLDENWELL BIOTECH INC
BALANCE SHEET
(Unaudited)
| September 30, 2025 |
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ASSETS |
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| CURRENT ASSETS |
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| Cash |
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| Prepaid OTCQB Fee |
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| NONCURRENT ASSETS |
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| Right of Use Assets |
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| TOTAL ASSETS |
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LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
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| CURRENT LIABILITIES |
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| Accounts Payable |
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| Lease Liability |
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| Unearned Sales Revenue |
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| Unearned Service Revenue |
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| Accrued Legal Fee |
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| Total Current Liabilities |
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| NONCURRENT LIABILITIES |
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| Due from the related party |
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| Long-term liabilities |
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| Less Discount on Long-term Liabilities |
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| TOTAL LIABILITIES |
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| STOCKHOLDERS' EQUITY |
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| Common stock, $ |
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| Additional paid-in capital |
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| Retained earnings |
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| Total stockholders' equity |
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| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |
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The accompanying notes are an integral part of these financial statements.
| 4 |
| Table of Contents |
GOLDENWELL BIOTECH INC
STATEMENT OF OPERATIONS
(Unaudited)
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| REVENUE |
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| Sales |
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| Service Revenue |
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| COST OF REVENUES |
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| GROSS PROFIT |
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| OPERATING EXPENSES |
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| General and administrative |
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| Total operating expenses |
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| Operation Income |
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| Other Income and Expenses |
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| Interest Expense |
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| Income tax provision |
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| NET LOSS |
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| Earning per share - basic and diluted |
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| Weighted average number of shares outstanding - basic and diluted |
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The accompanying notes are an integral part of these financial statements.
| 5 |
| Table of Contents |
GOLDENWELL BIOTECH INC
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE QUARTER ENDED September 30, 2025
(Unaudited)
As Restated
For the Nine Months Ended on September 30, 2025
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| Additional |
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| Total |
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| Balance - December 31, 2024 |
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| Cash receipt from stock subscription receivable |
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| Shares issued for cash $0.001 stock price |
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| Shares issued for cash $0.01 stock price |
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| Net loss for the period |
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| Balance - March 31, 2025 |
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| Shares issued for cash $0.01 stock price |
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| Net loss for the period |
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| Balance - June 30, 2025 |
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| Cash receipt from stock subscription receivable |
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| Shares issued for cash $0.01 stock price |
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| Net loss for the period |
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| Balance - September 30, 2025 |
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For the Nine Months Ended September 30, 2024
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| Amount |
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| Balance - December 31, 2023 |
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| Balance -September 30, 2024 |
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| 6 |
| Table of Contents |
GOLDENWELL BIOTECH INC
STATEMENT OF CASH FLOWS
(unaudited)
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| Cash Flows from Operating Activities: |
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| Net Loss |
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| Non-cash interest expense |
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| Adjustments to reconcile net loss to net cash used in operating activities: |
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Changes in operating assets |
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Change in Accounts Receivable |
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Change in inventory deposit |
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Change in inventory |
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Change in right of use asset |
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Change in Prepaid OTCQB fee |
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Changed in operating liabilities |
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Change in Accounts Payable |
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Change in Unearned Sales Revenue |
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Change in Unearned Service Revenue |
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Change in Accrued Legal Fee |
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Change in Lease liability |
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| Net Cash used in Operating Activities |
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| Cash flows from Financing Activities: |
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| Proceeds from long-term loan |
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| Discount on Long-term loan |
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| Proceeds from issuance of common stock |
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| Additional paid-capital |
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| Stock subscription receivable |
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| Net change in cash |
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| Cash at beginning of period |
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The accompanying notes are an integral part of these financial statements.
| 7 |
| Table of Contents |
GOLDENWELL BIOTECH INC
NOTES TO FINANCIAL STATEMENTS
September 30, 2025
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NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
GOLDENWELL BIOTECH INC. (the “Company”) was incorporated in the State of Nevada on August 20, 2019. The company address is 7316 Capilano Dr. Solon, Ohio 44139. The Company is in the development stage whose purpose is R&D, production and sales health cares and supplements products.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained an accumulated net loss of $
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Preparation
The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP).
The results for the three months ended September 30, 2025 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended December 31, 2024, filed with the Securities and Exchange Commission.
The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2025 and for the related periods presented.
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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
| 8 |
| Table of Contents |
Start-Up Costs
In accordance with ASC 720, “Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.
Cash
Cash includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
Inventories
The Company’s inventories include Goldenwell DNA Repair, which are stated at average cost, subject to the lower of cost or market value.
Income Taxes
The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of September 30, 2025, the Company did not have any amounts recorded pertaining to uncertain tax positions.
Fair Value Measurements
The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.
The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 — quoted prices in active markets for identical assets or liabilities
Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable
Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)
The Company has no assets or liabilities valued at fair value on a recurring basis.
NOTE 4 - RELATED PARTY TRANSACTION
On June 7, 2021, the Company purchased inventory of $
| 9 |
| Table of Contents |
NOTE 5 - INCOME TAXES
The reconciliation of income tax benefit at the U.S. statutory rate of
September 30, 2025 | December 31, 2024 | |||||||
Income tax benefit at statutory rate | $ | ( | ) | ( | ) | |||
Change in valuation allowance | ||||||||
Income tax expense | ||||||||
The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of September 30, 2025, is as follows:
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| September 30, 2025 |
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| December 31, 2024 |
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Net operating loss carry forward |
| $ |
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Valuation allowance |
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Net deferred tax assets |
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The Company has approximately $
NOTE 6 - STOCKHOLDERS’ EQUITY
Authorized Stock
The Company has authorized
On August 20, 2019, the Company issued
On December 1, 2020, the Company issued
On January 11, 2021, the Company issued
| 10 |
| Table of Contents |
On November 9, 2022, the Company issued
As of September 30, 2025, the Company had a total of
NOTE 7 - CORRECTION OF AN ERROR/PRIOR PERIOD RESTATEMENT
On May 19, 2026, the Company’s independent registered public accounting firm, Michael Gillsepie & Associates, PLLC (“Gillespie & Associates”), notified the Company that the Company did not follow US GAAP because an invoice dated September 23, 2025, from the Company’s legal counsel in the amount of $
Gillespie & Associates also notified the Company that the Company made errors in the timing of revenue recognition associated with a service contract that was effective starting on April 1, 2025. The Company did not meet the criteria for revenue recognition and should not record any service revenue from July 1, 2025, to September 30, 2025. The Company misclassified prepaid fees to the OTC Markes Group, Inc. that should have been deferred and amortized over the applicable contract terms.
Per ASC 250-10, since the error correction is material and material to financial statements previously issued, Management is promptly correcting the errors and restating previously issued financial statements.
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| September 30, |
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Service Revenue |
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Expenses: |
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OTCQB |
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Legal Fee |
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NET LOSS |
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| September 30, |
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| 2025 |
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| Originally Reported |
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Prepaid OTCQB Annual Fee |
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TOTAL ASSETS |
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Accrued Legal Fee |
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TOTAL LIABILITIES |
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Accumulated Deficit |
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TOTAL STOCKHOLDER'S EQUITY (DEFICIT) |
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TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT) |
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NOTE 8 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on managements’ evaluation, no events have occurred that require disclosure or adjustments to the financial statement.
| 10 |
| Table of Contents |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following information should be read in conjunction with (i) the financial statements of Goldenwell Biotech, Inc., a Nevada corporation (the “Company”), and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2024 audited financial statements and related notes included in the Company’s Form 10-K (File No. 000-56275; the “Form 10-K”), as filed with the Securities and Exchange Commission on May 15, 2025. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.
OVERVIEW
The Company was incorporated in the State of Nevada on August 20, 2019, and established a fiscal year end of December 31.
Going Concern
To date the Company has little operations or revenues and consequently has incurred recurring losses from operations. Substantially greater revenues are not anticipated until we complete the financing we endeavor to obtain, as described in this Form 10-K, and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.
At September 30, 2025, we have an outstanding related-party loan of $95,588.
The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable 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. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:
Basis of Accounting
The Company’s financial statements are prepared using the accrual method of accounting and are presented in United States Dollars.
| 11 |
| Table of Contents |
Basic Earnings (loss) per Share
The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.
Basic net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Income Taxes
Income taxes are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Foreign Currency Translation
The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Chinese Renminbi or Australian Dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of net income (loss).
Fair Value of Financial Instruments
The carrying amount of cash and current liabilities approximates fair value due to the short maturity of these instruments. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Start-Up expenses
As a start-up company, the costs associated with start-up activities are expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s general and administrative expenses.
Property and Equipment
Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.
| 12 |
| Table of Contents |
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
PLAN OF OPERATION
We are an early stage corporation and have generated revenues of $0 and $297 from sales of our nutraceutical and dietary supplements business during the nine-month periods ended September 30, 2025, and 2024. Accordingly, our plan of operation for the 12 months following the filing of this Quarterly Report on Form 10-Q is to increase the sales of our products.
The Company believes it can satisfy its cash requirements through the fiscal year end of December 31, 2024, from its cash of $45,622 as of September 30, 2025. As of September 30, 2025, we had a working capital balance of $(94,823).
RESULTS OF OPERATIONS
Three and Nine Months Ended September 30, 2025 as compared to Three and Nine Months Ended March 31, 2024:
We recorded sales revenues of $0 and $0, respectively, during the three months ended September 30, 2025 and 2024.
We recorded sales revenues of $0 and $297, respectively, during the nine months ended September 30, 2025 and 2024.
For the three months ended September 30, 2025 and 2024, general and administrative expenses were $25,795 and $22,165, respectively.
For the nine months ended September 30, 2025 and 2024, general and administrative expenses were $90,431 and $99,762, respectively.
We recorded net losses of $27,895 and $23,065, respectively, during the three months ended September 30, 2025 and 2024.
We recorded net losses of $93,731 and $103,692, respectively, during the nine months ended September 30, 2025 and 2024.
Liquidity and Capital Resources
At September 30, 2025, we had a cash balance of $45,622 and total current liabilities of $377,733, consisting of unearned revenue. Our working capital balance at September 30, 2025, was $(332,111). We have sufficient cash on hand to fund our ongoing operational expenses through December 31, 2025.
Material hurdles remain until we can increase sales of our products. First, we must construct manufacturing facilities, which includes locating a site, installing a workshop and setting up equipment. No special equipment needs to be engineered or produced. All needed equipment is presently available from existing manufacturers. Second, our workforce will need to be trained, however, no specialized education or experience is needed by labor we intend to hire. We estimate that we need approximately $5,000,000 to complete such activities and that it would take approximately one year to complete such activities. Additional funding will likely come from equity financing from the sale of our common stock, if we are able to sell such stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our activities. In the absence of such financing, our business will fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue the expansion of our business.
| 13 |
| Table of Contents |
At September 30, 2025, our total assets were $233,760, consisting of cash of $45,622, inventory of $174,788, and a prepaid fee of 13,350 to OTC Markets Group, Inc.
At September 30, 2025, our total liabilities were $377,733 and stockholders’ equity was $(143,974).
Cash Flows from Operating Activities
We have not generated positive cash flows from operating activities. Net cash used in operations was $(3,781) and $(97,726) for the nine months ended September 30, 2025 and 2024, respectively.
Cash Flows from Financing Activities
Net cash flows provided by financing activities was $0 and $49,250, for the nine months ended September 30, 2025 and 2024, respectively.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements for the six months ended September 30, 2025.
Subsequent Events
None through date of this filing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of disclosure controls and procedures
Our management, with the participation of our Chief Executive Officer (who acts as our principal executive officer) and our Secretary (who acts as our principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on that evaluation, our Chief Executive Officer and our Secretary concluded that, as of March 31, 2025, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our President and our Secretary, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting
Our management, with the participation of our Chief Executive Officer and our Secretary, has concluded there were no significant changes in our internal controls over financial reporting that occurred during this quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 14 |
| Table of Contents |
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.
ITEM 1A. RISK FACTORS
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
None.
| 15 |
| Table of Contents |
ITEM 6. EXHIBITS.
(a) Exhibits required by Item 601 of Regulation SK.
Number |
| Description |
|
|
|
| ||
| ||
| ||
| ||
| ||
| ||
101.INS* |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
101.SCH* |
| Inline XBRL Taxonomy Extension Schema Document.*+ |
101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* |
| Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
_____________
*Furnished, not filed.
16 |
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, thereunto duly authorized.
GOLDENWELL BIOTECH, INC. | |||
Date: June 29, 2026 | By: | /s/ Shuang Liu | |
Name: | Shuang Liu | ||
Title: | Chief Executive Officer (principal executive officer) | ||
Date: June 29, 2026 | By: | /s/ Hua Xie | |
Name: | Hua Xie | ||
Title: | Secretary (principal financial officer and principal accounting officer) |
| 17 |
EXHIBIT 31.1
SECTION 302 CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER OF GOLDENWELL BIOTECH, INC.
I, Shuang Liu, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Goldenwell Biotech, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4. The registrant’s other certifying officer(s) and I are 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 registrant’s disclosure controls and procedures and presented in this report our 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
| Date: June 29, 2026 |
| /s/ Shuang Liu |
|
|
|
| Name: Shuang Liu |
|
|
|
| Title: Chief Executive Officer |
|
|
|
| (principal executive officer) |
|
EXHIBIT 31.2
SECTION 302 CERTIFICATION OF
PRINCIPAL FINANCIAL OFFICER OF GOLDENWELL BIOTECH, INC.
I, Hua Xie, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Goldenwell Biotech, Inc.;
2. Based on my knowledge, this quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;
4. The registrant’s other certifying officer(s) and I are 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 our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us 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 our 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 registrant’s disclosure controls and procedures and presented in this report our 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal control over financial reporting.
| Date: June 29, 2026 |
| /s/ Hua Xie |
|
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|
| Name: Hua Xie |
|
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| Title: Secretary |
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| (principal accounting officer and principal financial officer) |
|
EXHIBIT 32.1
SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
OF GOLDENWELL BIOTECH, INC.
In connection with the accompanying Quarterly Report on Form 10-Q of Goldenwell Biotech, Inc. for the quarter ended June 30, 2025, the undersigned, Shuang Liu, Chief Executive Officer of Goldenwell Biotech, Inc., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) such Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in such Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 fairly presents, in all material respects, the financial condition and results of operations of Goldenwell Biotech, Inc.
| Date: June 29, 2026 |
| /s/ Shuang Liu |
|
|
|
| Name: Shuang Liu |
|
|
|
| Title: Chief Executive Officer |
|
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| (principal executive officer) |
|
EXHIBIT 32.2
SECTION 906 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF
GOLDENWELL BIOTECH, INC.
In connection with the accompanying Quarterly Report on Form 10-Q of Goldenwell Biotech, Inc. for the quarter ended June 30, 2025, the undersigned, Hua Xie, Secretary of Goldenwell Biotech, Inc., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) such Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in such Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 fairly presents, in all material respects, the financial condition and results of operations of Goldenwell Biotech, Inc.
| Date: June 29, 2026 |
| /s/ Hua Xie |
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|
| Name: Hua Xie |
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|
| Secretary: Secretary |
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|
| (principal accounting officer and principal financial officer) |
|