UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended ~~March~~June 3130, 2024

☐ 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. 000-56275

GOLDENWELL BIOTECH, INC.

(Exact name of registrant as specified in its charter)

Nevada

84-2896086

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

581 Boston Mills Road, Suite 300

Hudson, Ohio 44087

(Address of principal executive offices, zip code)

(440) 666-7999

(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

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐
Non-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~~August 15, 2024, there were 99,000,000 shares of common stock, $0.001 par value per share, outstanding.

GOLDENWELL BIOTECH, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~MARCH~~JUNE 3130, 2024

INDEX

Index		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
	Balance Sheet as of March 31, 2024 (unaudited) and December 31, 2023.		4
	Balance Sheet as of June 30, 2024 (unaudited) and December 31, 2023.	4
	Statement of Operations for the Three Months ended March 31, 2024 and 2023 (unaudited)		5
	Statement of Operations for the Three and Six Months ended June 30, 2024 and 2023 (unaudited)	5
	Statements of Changes Stockholders’ Equity for the Three Months ended March 31, 2024 and the year ended December 31, 2023 (unaudited).		6
	Statements of Changes Stockholders’ Equity for the Six Months ended June 30, 2024 and the year ended December 31, 2023 (unaudited).	6
	Statement of Cash Flows for the Three Months ended March 31, 2024 and 2023 (unaudited).		7
	Statement of Cash Flows for the Three and Six Months ended June 30, 2024 and 2023 (unaudited).	7
	Notes to Financial Statements (unaudited).		8
	Notes to Condensed Financial Statements (unaudited).	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15	15
Item 4.	Controls and Procedures.	15	15
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	16	16
Item 1A.	Risk Factors.	16	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16	16
Item 3.	Defaults Upon Senior Securities.	16	16
Item 4.	Mine Safety Disclosures.	16	16
Item 5.	Other Information.	16	16
Item 6.	Exhibits.	17	17
Signatures		18	18

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This 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.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

GOLDENWELL BIOTECH INC

GOLDENWELL BIOTECH INC
BALANCE SHEET
(Unaudited)

	June 30, 2024			December 31, 2023
ASSETS
CURRENT ASSETS
Cash		25,720			53,231
Accounts Receivable		0
Inventory (related party transaction)		174,677			174,825

NONCURRENT ASSETS
Right of Use Assets		0			0
TOTAL ASSETS		200,398			228,057

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable		0			0
Lease Liability		0			0
Unearned Revenue		1,198			1,410
LONG-TERM LIABILITIES		214,838			165,588
Less Discount on Long-term Liabilities		(19,465	)		(23,665	)
TOTAL LIABILITIES		196,571			143,334

STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 300,000,000 shares authorized, 99,000,000 issued and outstanding at December 31, 2023 99,000,000 issued and outstanding at June 30, 2024		9,900			9,900
Additional paid-in capital		1,302,504			1,302,504
Retained earnings		(1,308,578	)		(1,227,681	)
Total stockholders' equity		3,826			84,723

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		200,398			228,057

The accompanying notes are an integral part of these financial statements.

~~BALANCE~~4 ~~SHEET~~Table of Contents

(Unaudited)

GOLDENWELL BIOTECH INC
STATEMENT OF OPERATIONS
(Unaudited)

	Three Months Ended on						Six Months Ended on
	30-Jun-24			30-Jun-23			30-Jun-24			30-Jun-23

REVENUE
Sales		139			276			297			1,698
COST OF REVENUES		(69	)		(138	)		(148	)		(849	)

GROSS PROFIT		70			138			149			849

OPERATING EXPENSES
General and administrative		(49,990	)		(27,222	)		(81,046	)		(61,539	)

Total operating expenses		(49,990	)		(27,222	)		(81,046	)		(61,539	)

Operation Income		(49,920	)		(27,084	)		(80,897	)		(60,690	)

Other Income and Expenses
Other income		0			0			0			0

Income tax provision		0			0			0			0

NET LOSS		(49,920	)		(27,084	)		(80,897	)		(60,690	)

Earning per share - basic and diluted

Weighted average number of shares outstanding - basic and diluted		96,433,333			96,433,333			96,433,333			96,433,333

The accompanying notes are an integral part of these financial statements.

ASSETS	March 31, 2024			December 31, 2023
CURRENT ASSETS
Cash		24,221			53,231
Accounts Receivable		0
Inventory (related party transaction)		174,746			174,825
NONCURRENT ASSETS
Right of Use Assets		0			0
TOTAL ASSETS		198,968			228,057
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable		0			0
Lease Liability		0			0
Unearned Revenue		1,198			1,410
LONG-TERM LIABILITIES		165,588			165,588
Less Discount on Long-term Liabilities		(21,565	)		(23,665	)
TOTAL LIABILITIES		145,222			143,334
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 300,000,000 shares authorized,
99,000,000 issued and outstanding at December 31, 2023
99,000,000 issued and outstanding at March 31, 2024		9,900			9,900
Additional paid-in capital		1,302,504			1,302,504
Retained earnings		(1,258,658	)		(1,227,681	)
Total stockholders' equity		53,746			84,723
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		198,968			228,057

Table of Contents

The accompanying notes are an integral part of these financial statements.

GOLDENWELL BIOTECH INC

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE QUARTER ENDED June 30, 2024

(Unaudited)

Additional

Common Stock

Paid-In

Subscription

Accumulated

Shares

Amount

Capital

Receivable

Deficit

Total

Balance - June 30, 2023

99,000,000

9,900

1,302,504

(1,171,475

)

140,929

Cash receipt from stock subscription receivable

Shares issued for cash $0.001 stock price

Shares issued for cash $0.01 stock price

Net loss for the period

(35,406

)

(35,406

)

Balance - September 30, 2023

99,000,000

9,900

1,302,504

(1,206,881

)

105,522

Cash receipt from stock subscription receivable

Shares issued for cash $0.001 stock price

Shares issued for cash $0.01 stock price

Net loss for the period

20,799

)

(20,799

)

Balance - December 31, 2023

99,000,000

9,900

1,302,504

(1,227,681

)

84,723

Cash receipt from stock subscription receivable

Shares issued for cash $0.001 stock price

Shares issued for cash $0.01 stock price

Net loss for the period

(30,977

)

(30,977

)

Balance - March 31, 2024

99,000,000

9,900

1,302,504

(1,258,658

)

53,746

Cash receipt from stock subscription receivable

Shares issued for cash $0.001 stock price

Shares issued for cash $0.01 stock price

Net loss for the period

(49,920

)

(49,920

)

Balance - June 30, 2024

99,000,000

9,900

1,302,504

(1,308,578

)

3,826

The accompanying notes are an integral part of these financial statements.

46 Table of Contents

GOLDENWELL BIOTECH INC

GOLDENWELL BIOTECH INC
STATEMENT OF CASH FLOWS
(unaudited)

	For the Three Months Ended on June 30						For the Six Months Ended on June 30
	2024			2023			2024			2023
Cash Flows from Operating Activities:
Net Loss		(49,920	)		(27,084	)		(80,897	)		(60,690	)

Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets
Change in Accounts Receivable
Change in inventory deposit
Change in inventory		69			138			148			849
Change in right of use asset											26,346
Changed in operating liabilities
Change in Accounts Payable
Unearned Revenue								(212	)
Change in Lease liability					0						(25,372	)
Net Cash used in Operating Activities		(49,851	)		(26,946	)		(80,961	)		(58,867	)

Cash flows from Financing Activities:
Proceeds from long-term loan		49,250						49,250			30,000
Discount on Long-term loan		2,100						4,200
Proceeds from issuance of common stock
Additional paid-capital
Stock subscription receivable
Net Cash provided by Financing Activities		51,350						53,450			30,000

Net change in cash		1,499			(26,946	)		(27,511	)		(28,867	)
Cash at beginning of period		24,221			44,075			53,231			45,996
Cash at end of period		25,720			17,130			25,720			17,130

The accompanying notes are an integral part of these financial statements.

~~STATEMENT~~7 OFTable ~~OPERATIONS~~of Contents

~~(Unaudited)~~GOLDENWELL BIOTECH INC

	Three Months Ended on
	31-Mar-24			31-Mar-23
REVENUE
Sales		158			1,422
COST OF REVENUES		(79	)		(711	)
GROSS PROFIT		79			711
OPERATING EXPENSES
General and administrative		(31,056	)		(34,317	)
Total operating expenses		(31,056	)		(34,317	)
Operation Income		(30,977	)		(33,606	)
Other Income and Expenses
Other income		0			0
Income tax provision		0			0
NET LOSS		(30,977	)		(33,606	)
Earning per share - basic and diluted
Weighted average number of shares outstanding - basic and diluted		96,433,333			96,433,333

NOTES TO FINANCIAL STATEMENTS

~~The~~June ~~accompanying~~30, ~~notes are an integral part of these financial statements.~~ 2024

5NOTE ~~Table~~1 of– ~~Contents~~ORGANIZATION AND DESCRIPTION OF BUSINESS

GOLDENWELL BIOTECH INC. ~~STATEMENT~~(the OF“Company”) ~~CHANGES~~was INincorporated ~~STOCKHOLDERS'~~in ~~EQUITY~~the ~~FOR~~State ~~THE~~of ~~QUARTER~~Nevada ~~ENDED~~on ~~March~~August 3120, ~~2024~~2019. ~~(Unaudited)~~The company address is 581 Boston Mills Road, Suite 300, Hudson, Ohio 44236. The Company is in the development stage whose purpose is R&D, production and sales health cares and supplements products.

					Additional
	Common Stock				Paid-In		Subscription		Accumulated
	Shares		Amount		Capital		Receivable		Deficit			Total
Balance - March 31, 2023		99,000,000		9,900		1,302,504				(1,144,392	)		168,012
Cash receipt from stock subscription receivable								-
Shares issued for cash $0.001 stock price								-
Shares issued for cash $0.01 stock price								-
Net loss for the period										(27,084	)		(27,084	)
Balance - June 30, 2023		99,000,000		9,900		1,302,504				(1,171,475	)		140,929
Cash receipt from stock subscription receivable								-
Shares issued for cash $0.001 stock price								-
Shares issued for cash $0.01 stock price								-
Net loss for the period										(35,406	)		(35,406	)
Balance - September 30, 2023		99,000,000		9,900		1,302,504				(1,206,881	)		105,522
Cash receipt from stock subscription receivable								-
Shares issued for cash $0.001 stock price								-
Shares issued for cash $0.01 stock price								-
Net loss for the period										(20,799	)		(20,799	)
Balance - December 31, 2023		99,000,000		9,900		1,302,504				(1,227,681	)		84,723
Cash receipt from stock subscription receivable								-
Shares issued for cash $0.001 stock price								-
Shares issued for cash $0.01 stock price								-
Net loss for the period										(30,977	)		(30,977	)
Balance - March 31, 2024		99,000,000		9,900		1,302,504				(1,258,658	)		53,746

NOTE 2 - GOING CONCERN

The accompanying ~~notes~~financial ~~are~~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 ~~integral~~accumulated ~~part~~net loss of ~~these~~$1,308,578 ~~financial~~since ~~statements~~its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts.

6The ~~Table~~financial statements do not include any adjustments relating to the recoverability and classification of ~~Contents~~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.

~~GOLDENWELL~~NOTE ~~BIOTECH~~3 ~~INC~~- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~STATEMENT~~Basis OFof ~~CASH~~Presentation ~~FLOWS~~and Preparation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (~~unaudited~~GAAP).

	For the Three Months Ended on March 31
	2024			2023
Cash Flows from Operating Activities:
Net Loss		(30,977	)		(33,606	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Changes in operating assets
Change in Accounts Receivable		-
Change in inventory deposit		-
Change in inventory		79			711
Change in right of use asset		-			26,346
Changed in operating liabilities		-
Change in Accounts Payable		-
Unearned Revenue		(212	)
Change in Lease liability					(25,372	)
Net Cash used in Operating Activities		(31,110	)		(31,921	)
Cash flows from Financing Activities:
Proceeds from long-term loan					30,000
Discount on Long-term loan		2,100
Proceeds from issuance of common stock		-
Additional paid-capital		-
Stock subscription receivable		-
Net Cash provided by Financing Activities		2,100			30,000
Net change in cash		(29,010	)		(1,921	)
Cash at beginning of period		53,231			45,996
Cash at end of period		24,221			44,075

Use of estimates

The ~~accompanying~~preparation ~~notes~~of ~~are~~financial anstatements ~~integral~~in ~~part~~conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of ~~these~~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.

7Start-Up ~~Table of Contents~~Costs

~~GOLDENWELL~~In ~~BIOTECH~~accordance ~~INC~~with ASC 720, “Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

~~NOTES~~Cash ~~TO FINANCIAL STATEMENTS~~

~~March~~Cash 31includes cash in banks, ~~2024~~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.

~~NOTE~~8 ~~1 -~~Table ~~ORGANIZATION~~of ~~AND DESCRIPTION OF BUSINESS~~Contents

~~GOLDENWELL~~Income BIOTECH INC. (the “Company”) was incorporated in the State of Nevada on August 20, 2019. The company address is 581 Boston Mills Road, Suite 300, Hudson, Ohio 44236, The Company is in the development stage whose purpose is R&D, production and sales health cares and supplements products.Taxes

~~NOTE~~The 2Company -accounts ~~GOING~~for ~~CONCERN~~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 June 30, 2024, the Company did not have any amounts recorded pertaining to uncertain tax positions.

~~The~~Fair ~~accompanying~~Value 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 $1,258,658 since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts.Measurements

The ~~financial~~Company ~~statements~~adopted dothe ~~not~~provisions ~~include~~of ~~any~~ASC ~~adjustments~~Topic ~~relating~~820, to“Fair ~~the~~Value ~~recoverability~~Measurements and ~~classification~~Disclosures”, ofwhich ~~recorded~~defines ~~asset~~fair ~~amounts~~value oras ~~the~~used ~~amounts~~in ~~and~~numerous ~~classification~~accounting ofpronouncements, ~~liabilities~~establishes ~~that~~a ~~might~~framework befor ~~necessary~~measuring ~~should~~fair ~~the~~value ~~Company~~and beexpands ~~unable~~disclosure toof ~~continue~~fair asvalue ~~a going concern~~measurements.

~~NOTE~~The 3estimated -fair ~~SUMMARY~~value OFof ~~SIGNIFICANT~~certain ~~ACCOUNTING~~financial ~~POLICIES~~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.

~~Basis~~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 ~~Presentation~~observable inputs and ~~Preparation~~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:

~~The~~Level ~~accounting~~1 ~~and~~— ~~reporting~~quoted ~~policies~~prices ~~of the Company conform to accounting principles generally accepted~~ in ~~the~~active ~~United~~markets ~~States~~for ofidentical ~~America~~assets ~~(GAAP).~~or liabilities

~~Use~~Level of2 ~~estimates~~— quoted prices for similar assets and liabilities in active markets or inputs that are observable

~~The~~Level ~~preparation~~3 of— ~~financial~~inputs ~~statements in conformity with GAAP requires management to make estimates and assumptions~~ that ~~affect~~are ~~the~~unobservable ~~reported~~(for ~~amounts~~example ofcash ~~assets~~flow ~~and~~modeling ~~liabilities~~inputs ~~and~~based ~~disclosure~~on 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. assumptions)

~~Start-Up~~The ~~Costs~~Company has no assets or liabilities valued at fair value on a recurring basis.

InNOTE ~~accordance~~4 ~~with~~– ~~ASC~~LEASE ~~720,~~ACCOUNTING ~~“Start-up Costs”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.~~

~~Cash~~Effective January 15, 2021, the Company entered into a 3-year lease for corporate office which requires 36 monthly payments of $1,949.25, payable at the beginning of each monthly rental period. The lease is classified as an operating lease as the lease does not transfer ownership of the underlying asset at the end of the lease term, there is no purchase option, the lease terms is not for the major part of the remaining economic life of the asset, and the present value of future lease payments does not exceed substantially all of the fair value of the underlying asset. Accordingly, at commencement, the Company recognized a right of use asset and a lease liability based upon the present value of lease payments not yet paid, discounted using the discount rate for the lease at lease commencement.

~~Cash~~The ~~includes~~company ~~cash~~classifies inthe ~~banks,~~right-of-use ~~money~~asset ~~market~~as ~~funds,~~non-current ~~and~~for ~~certificates~~the ofentire lease term. ~~deposits~~The ~~with~~company ~~maturities~~classifies ofthe ~~less~~portion ~~than~~of ~~three~~the ~~months~~liability ~~from~~due ~~inception,~~within ~~which~~one ~~are~~year ~~readily~~or ~~convertible~~the tooperating ~~known~~cycle, ~~amounts~~whichever ofis ~~cash and which~~longer, inwith ~~the~~current ~~opinion of management~~liability, ~~are~~and ~~subject~~the torest anwith ~~insignificant~~noncurrent ~~risk of loss in value~~liability.

8The ~~Table~~interest rate implicit in the lease is not readily determinable and management estimated its incremental borrowing rate to be 2% by referencing the information from the current lending market and the costs of ~~Contents~~borrowing disclosed by some guideline public companies.

~~Income~~On ~~Taxes~~December 31, 2022, the company reached an agreement with the lessor to terminate the lease. No early termination fee was charged. Undiscounted cash flows on an annual basis related to this lease was $25,372 by December 31, 2022.

~~The~~9 ~~Company~~Table 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 December 31, 2023, the Company did not have any amounts recorded pertaining to uncertain tax positions. Contents

~~Fair~~NOTE ~~Value~~5 ~~Measurements~~– RELATED PARTY TRANSACTION

~~The~~On June 7, 2021, the Company ~~adopted~~purchased inventory of $103,125 from Australian Trefoil Heath Technology, which is owned by Li, Yang, the ~~provisions~~Treasurer of ~~ASC~~the ~~Topic~~Company. ~~820~~The treasurer also owns 1,000,000 ~~“Fair~~shares ~~Value~~of ~~Measurements~~the ~~and~~Company. ~~Disclosures”~~This transaction is a related party transaction. On December 21, ~~which defines~~2022, ~~fair~~the ~~value~~Company asborrowed ~~used~~a inlong-term ~~numerous~~loan ~~accounting~~from ~~pronouncements~~Shuang Liu, ~~establishes~~the Chief Executive Officer of the Company. On March 16, 2023, the Company borrowed a ~~framework~~long-term ~~for~~loan ~~measuring~~from ~~fair~~Shuang ~~value~~Liu. On July 17, 2023, the Company borrowed a long-term loan from Shuang Liu. On November 1 and ~~expands~~November ~~disclosure~~14, of2023, ~~fair~~the ~~value~~Company ~~measurements~~borrowed a long-term loan from Shuang Liu.

~~The~~NOTE ~~estimated~~6 ~~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~~INCOME ~~of these instruments.~~ TAXES

~~ASC~~The ~~820~~reconciliation ~~defines~~of ~~fair~~income ~~value~~tax asbenefit ~~the~~at ~~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~~U.S. ~~ASC~~statutory ~~820~~rate ~~also~~of ~~establishes~~21% aas ~~fair~~of ~~value~~June ~~hierarchy~~30, ~~which~~2024 ~~requires an entity~~ to ~~maximize~~ the ~~use~~Company’s ofeffective ~~observable~~tax ~~inputs~~rate ~~and~~is ~~minimize~~as ~~the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value~~follows:

Level 1 — quoted prices in active markets for identical assets or liabilities

	June 30, 2024			December 31, 2023
Income tax benefit at statutory rate	$	(10,483	)		(24,548	)
Change in valuation allowance		10,483			24,548
Income tax expense		—			—

~~Level~~The 2tax —effects ~~quoted~~of ~~prices~~temporary ~~for~~differences ~~similar~~that ~~assets~~give ~~and~~rise ~~liabilities~~to inthe ~~active~~Company’s ~~markets~~net ordeferred ~~inputs~~tax ~~that~~assets ~~are~~as ~~observable~~of June 30, 2024 is as follows:

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

	March 31, 2024			December 31, 2023
Net operating loss carry forward	$	274,801			257,813
Valuation allowance		(274,801	)		(257,813	)
Net deferred tax assets		—			—

The Company has noapproximately $1,308,578 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire commencing in fiscal 2040. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, ~~valued~~projected atfuture ~~fair~~taxable ~~value~~income and tax planning strategies in making this assessment. Based on the assessment, management has established a ~~recurring~~full ~~basis~~valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

~~NOTE~~10 ~~4 -~~Table ~~LEASE~~of ~~ACCOUNTING~~ Contents

~~Effective~~NOTE ~~January~~7 – STOCKHOLDERS’ 15, 2021, the Company entered into a 3-year lease for corporate office which requires 36 monthly payments of $1,949.25, payable at the beginning of each monthly rental period. The lease is classified as an operating lease as the lease does not transfer ownership of the underlying asset at the end of the lease term, there is no purchase option, the lease terms is not for the major part of the remaining economic life of the asset, and the present value of future lease payments does not exceed substantially all of the fair value of the underlying asset. Accordingly, at commencement, the Company recognized a right of use asset and a lease liability based upon the present value of lease payments not yet paid, discounted using the discount rate for the lease at lease commencement. EQUITY

~~The~~Authorized company classifies the right-of-use asset as non-current for the entire lease term. The company classifies the portion of the liability due within one year or the operating cycle, whichever is longer, with current liability, and the rest with noncurrent liability.Stock

The ~~interest~~Company ~~rate~~has ~~implicit~~authorized in300,000,000 ~~the~~common ~~lease~~shares iswith ~~not~~a ~~readily~~par ~~determinable~~value ~~and~~of ~~management~~$0.0001 ~~estimated~~per ~~its~~share. Each ~~incremental~~common ~~borrowing~~share ~~rate~~entitles tothe beholder 2%to byone ~~referencing~~vote, ~~the~~in ~~information~~person ~~from~~or ~~the~~proxy, ~~current~~on ~~lending~~any ~~market~~matter ~~and~~on ~~the~~which ~~costs~~action of ~~borrowing~~the ~~disclosed~~stockholders byof ~~some~~the ~~guideline~~corporation ~~public~~is ~~companies~~sought.

On ~~December~~August 3120, ~~2022,~~2019 the ~~company~~Company ~~reached~~issued an41,000,000 ~~agreement~~shares ~~with~~of ~~the~~common ~~lessor~~stock to ~~terminate~~its ~~the~~founders ~~lease.~~for Noa ~~early~~subscription ~~termination~~amount ~~fee~~of ~~was charged~~$41,000. ~~Undiscounted~~As ~~cash~~of ~~flows~~December on31, an2019, ~~annual~~the ~~basis~~subscription ~~related~~amount toof ~~this~~$41,000 ~~lease~~has ~~was~~been ~~$25~~paid. On August 20,~~372~~ by2019, ~~December~~the 31Company issued 39,000,000 ~~2022~~shares of common stock for a subscription amount of $209,204.

9On ~~Table~~December 1, 2020, the Company issued 11,500,000 shares of ~~Contents~~common stock for a subscription amount of $79,000.

~~NOTE~~On ~~5 -~~January ~~RELATED~~11, ~~PARTY~~2021, ~~TRANSACTION~~the Company issued 2,400,000 shares of common stock for a subscription amount of $11,400. The Company also issued 50,000 shares of common stock for noncash bonus. On February 22, 2021, the Company issued 1,600,000 shares of common stock for a subscription amount of $80,000. There is no remaining balance of the stock subscription receivable on the accompanying financial statements.

On ~~June~~November 79, ~~2021~~2022, the Company ~~purchased~~issued ~~inventory of $103~~3,~~125 from Australian Trefoil Heath Technology, which is owned by Li, Yang, the Treasurer of the Company. The treasurer also owns 1,~~000,000 shares of ~~the~~common ~~Company.~~stock ~~This~~for ~~transaction~~noncash isbonus aat ~~related party transaction. On December 21, 2022,~~ the ~~Company~~market ~~borrowed~~value ~~a long-term loan from Shuang Liu, the Chief Executive Officer~~ of ~~the Company~~$0.295 Onper ~~March 16, 2023, the Company borrowed a long-term loan from Shuang Liu~~share. ~~On July 17, 2023, the Company borrowed a long-term loan from Shuang Liu. On November 1 and November 14, 2023, the Company borrowed a long-term loan from Shuang Liu.~~

NOTE 68 -– ~~INCOME~~SUBSEQUENT ~~TAXES~~EVENTS

~~The~~Management ~~reconciliation~~has ofevaluated ~~income~~subsequent ~~tax~~events ~~benefit~~through at the ~~U.S.~~date ~~statutory~~these ~~rate~~financial ofstatements ~~21%~~were asavailable ofto ~~March~~be 31issued. Based on managements’ evaluation, ~~2024~~no toevents ~~the~~have ~~Company’s~~occurred ~~effective~~that ~~tax~~require ~~rate~~disclosure isor asadjustments ~~follows:~~to the financial statement.

	March 31, 2024			December 31, 2023
Income tax benefit at statutory rate	$	(6,505	)		(24,548	)
Change in valuation allowance		6,505			24,548
Income tax expense		—			—

Table of Contents

~~The~~ITEM ~~tax~~2. ~~effects of temporary differences that give rise to the Company~~MANAGEMENT’sS ~~net~~DISCUSSION ~~deferred~~AND ~~tax~~ANALYSIS ~~assets~~OF asFINANCIAL ofCONDITION ~~March~~AND ~~31,~~RESULTS ~~2024~~OF ~~is as follows:~~OPERATIONS.

	March 31, 2024			December 31, 2023
Net operating loss carry forward	$	264,318			257,813
Valuation allowance		(264,318	)		(257,813	)
Net deferred tax assets		—			—

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, 2023 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 April 12, 2024. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

The Company has approximately $1,258,658 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire commencing in fiscal 2040. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.OVERVIEW

~~NOTE~~The ~~7 - STOCKHOLDERS’~~Company ~~EQUITY~~was incorporated in the State of Nevada on August 20, 2019, and established a fiscal year end of December 31.

~~Authorized~~Going ~~Stock~~Concern

~~The~~To date the Company has ~~authorized~~little ~~300,000,000~~operations ~~common~~or ~~shares~~revenues ~~with~~and aconsequently ~~par~~has ~~value~~incurred ofrecurring ~~$0.0001~~losses ~~per~~from ~~share~~operations. ~~Each~~ ~~common~~Substantially ~~share~~greater ~~entitles~~revenues are not anticipated until we complete the ~~holder~~financing towe ~~one~~endeavor ~~vote~~to obtain, as described in ~~person~~this orForm ~~proxy~~10-K, onand ~~any~~implement ~~matter~~our oninitial ~~which~~business ~~action~~plan. The ability of the ~~stockholders~~Company ofto ~~the~~continue ~~corporation~~as a going concern is ~~sought~~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.

Our activities have been financed from the proceeds of share subscriptions. On August 20, 2019 the Company ~~issued~~sold 41,000,000 shares of common stock to its founders for a subscription amount of $41,000. ~~As of December 31, 2019, the subscription amount of $41,000 has been paid.~~ On August 20, 2019, the Company ~~issued~~sold 39,000,000 shares of common stock for a subscription amount of $~~209~~215,~~204~~504.

10We ~~Table~~have an outstanding related-party loan of ~~Contents~~$55,588.

OnThe ~~December~~Company 1,plans ~~2020,~~to raise additional funds through debt or equity offerings. There is no guarantee that the Company ~~issued~~will ~~11,500,000~~be ~~shares~~able ofto ~~common~~raise ~~stock~~any ~~for~~capital athrough ~~subscription~~this ~~amount~~or ofany ~~$79,000.~~other offerings.

OnCRITICAL ~~January~~ACCOUNTING 11, 2021, the Company issued 2,400,000 shares of common stock for a subscription amount of $11,400. The Company also issued 500,000 shares of common stock for noncash bonus. On February 22, 2021, the Company issued 1,600,000 shares of common stock for a subscription amount of $80,000. There is no remaining balance of the stock subscription receivable on the accompanying financial statements.POLICIES

OnThe ~~November~~discussion 9,and ~~2022~~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 ~~Company~~United ~~issued~~States 3(“US GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets,~~000~~ liabilities,~~000~~ ~~shares~~revenues and expenses, and related disclosure of ~~common~~contingent ~~stock~~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 ~~noncash~~making ~~bonus~~judgments atabout the ~~market~~carrying ~~value~~values of $0assets and liabilities that are not readily apparent from other sources.~~295~~ ~~per~~Actual ~~share~~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:

~~NOTE~~Basis ~~8 -~~of ~~SUBSEQUENT EVENTS~~Accounting

~~Management~~The ~~has~~Company’s ~~evaluated subsequent events through the date these~~ financial statements ~~were~~are ~~available~~prepared tousing bethe ~~issued.~~accrual ~~Based~~method onof ~~managements’~~accounting ~~evaluation,~~and noare ~~events~~presented ~~have~~in ~~occurred~~United ~~that~~States ~~require disclosure or adjustments to the financial statement~~Dollars.

1112 Table of Contents

~~ITEM~~Basic 2.Earnings ~~MANAGEMENT’S~~(loss) ~~DISCUSSION~~per ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~Share

The ~~following~~Company ~~information~~computes ~~should~~net beincome ~~read in conjunction with~~ (iloss) ~~the~~per ~~financial~~share ~~statements of Goldenwell Biotech, Inc., a Nevada corporation (the “Company”), and the notes thereto appearing elsewhere~~ in ~~this~~accordance ~~Form 10-Q together~~ with ~~(ii)~~ASC ~~the~~260, Earnings ~~more~~per ~~detailed~~Share. ASC ~~business~~260 ~~information~~specifies ~~and~~ the ~~December 31~~computation, ~~2023~~presentation ~~audited financial statements~~ and ~~related~~disclosure ~~notes~~requirements ~~included~~for inearnings ~~the Company’s Form 10-K~~ (~~File~~loss) ~~No.~~per ~~000-56275;~~share ~~the~~for ~~“Form~~entities ~~10-K”), as filed~~ with ~~the~~publicly ~~Securities~~held ~~and~~common ~~Exchange Commission on April 12, 2024~~stock. ~~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~~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.

~~The~~Use ~~Company was incorporated in the State~~ of ~~Nevada~~Estimates ~~on August 20, 2019,~~ and ~~established a fiscal year end of December 31.~~Assumptions

~~Going~~The ~~Concern~~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.

ToDue ~~date~~to the ~~Company~~limited ~~has~~level ~~little~~of operations, orthe ~~revenues~~Company ~~and consequently~~ has ~~incurred recurring losses from operations. Substantially greater revenues are~~ not ~~anticipated~~had ~~until we complete the financing we endeavor~~ to ~~obtain,~~make asmaterial ~~described~~assumptions inor ~~this~~estimates ~~Form~~other ~~10-K,~~than ~~and~~the ~~implement~~assumption ~~our~~that ~~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.

~~Our~~Income activities have been financed from the proceeds of share subscriptions. On August 20, 2019 the Company sold 41,000,000 shares of common stock to its founders for a subscription amount of $41,000. On August 20, 2019, the Company sold 39,000,000 shares of common stock for a subscription amount of $215,504.Taxes

WeIncome ~~have~~taxes anare ~~outstanding~~provided ~~related-party~~in ~~loan~~accordance ofwith ~~$100~~ASC 740,~~000~~ 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.

~~The~~Deferred ~~Company~~tax ~~plans~~assets toare ~~raise~~reduced ~~additional~~by ~~funds~~a ~~through~~valuation ~~debt~~allowance orwhen, ~~equity~~in ~~offerings.~~the ~~There~~opinion of management, it is nomore ~~guarantee~~likely than not that some portion or all of the ~~Company~~deferred tax assets will not be ~~able~~realized. toDeferred ~~raise~~tax ~~any~~assets ~~capital~~and ~~through~~liabilities ~~this~~are oradjusted ~~any~~for ~~other~~the ~~offerings~~effects of changes in tax laws and rates on the date of enactment.

~~CRITICAL~~Foreign ~~ACCOUNTING~~Currency ~~POLICIES~~Translation

The ~~discussion~~Company’s ~~and~~functional ~~analysis of our financial condition~~ and ~~results~~reporting ofcurrency ~~operations~~is ~~are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in~~ the United States ~~(“US GAAP”)~~dollar. ~~The~~Occasional ~~preparation~~transactions ofmay ~~these~~occur ~~financial~~in ~~statements~~Chinese ~~requires~~Renminbi usor toAustralian ~~make~~Dollars. ~~estimates~~Monetary ~~and judgments that affect the reported amounts of~~ assets, ~~liabilities, revenues~~ and ~~expenses,~~liabilities ~~and~~denominated ~~related~~in ~~disclosure~~foreign ofcurrencies ~~contingent~~are ~~assets~~translated ~~and~~using ~~liabilities.~~the Onexchange anrate ~~ongoing~~prevailing ~~basis,~~at wethe ~~evaluate~~balance ~~our~~sheet ~~estimates~~date. ~~based~~Non-monetary onassets ~~historical experience~~ and onliabilities ~~various~~denominated ~~other~~in ~~assumptions~~foreign ~~that~~currencies are ~~believed~~translated toat berates ~~reasonable under the circumstances, the results~~ of ~~which~~exchange ~~form~~in ~~the~~effect ~~basis~~at ~~for making judgments about~~ the ~~carrying~~date ~~values~~ of ~~assets~~the ~~and~~transaction. ~~liabilities~~Average ~~that~~monthly rates are ~~not~~used ~~readily~~to ~~apparent~~translate ~~from other sources~~expenses. ~~Actual~~Gains ~~results~~and ~~may~~losses ~~differ~~arising ~~from~~on ~~these~~translation ~~estimates under different assumptions~~ or ~~conditions.~~settlement Weof ~~have~~foreign ~~identified~~currency ~~the~~denominated ~~policies~~transactions ~~below~~or asbalances ~~critical~~are toincluded ~~our~~in ~~business operations and to~~ the ~~understanding~~determination of ~~our~~net ~~financial~~income ~~results:~~(loss).

~~Basis~~Fair Value of ~~Accounting~~Financial Instruments

The ~~Company’s~~carrying ~~financial~~amount ~~statements~~of ~~are~~cash ~~prepared~~and ~~using~~current liabilities approximates fair value due to the ~~accrual~~short ~~method~~maturity of ~~accounting~~these ~~and~~instruments. These fair value estimates are ~~presented~~subjective in ~~United~~nature ~~States~~and ~~Dollars~~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.

12Start-Up ~~Table of Contents~~expenses

~~Basic~~As ~~Earnings~~a ~~(loss)~~start-up ~~per~~company, ~~Share~~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.

~~The~~13 ~~Company~~Table ~~computes~~of 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.Contents

~~Basic~~Property ~~net~~and 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.Equipment

~~Use~~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 ~~Estimates~~the related assets. Upon retirement or sale of an asset, the cost and ~~Assumptions~~accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

~~The~~Recent ~~preparation~~Accounting 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.Pronouncements

~~Due~~The toCompany ~~the~~has ~~limited~~implemented ~~level~~all ofnew ~~operations,~~accounting ~~the~~pronouncements ~~Company~~that ~~has~~are ~~not~~in ~~had~~effect toand ~~make~~that ~~material~~may ~~assumptions~~impact orits ~~estimates~~financial statements and does not believe that there are any other ~~than~~new ~~the~~accounting ~~assumption~~pronouncements that ~~the~~have ~~Company~~been isissued that might have a ~~going~~material ~~concern~~impact on its financial position or results of operations.

~~Income~~PLAN ~~Taxes~~OF OPERATION

~~Income~~We ~~taxes~~ are ~~provided~~an inearly ~~accordance~~stage ~~with~~corporation ~~ASC~~and ~~740, Income~~have ~~Taxes.~~generated Aof ~~deferred~~only ~~tax~~$382 ~~asset~~and or$2,080 ~~liability~~of isrevenues ~~recorded~~from ~~for~~sales ~~all~~of ~~temporary~~our ~~differences~~nutraceutical ~~between financial~~ and ~~tax~~dietary ~~reporting~~supplements ~~and~~business ~~net~~during ~~operating loss carry forwards. Deferred tax expense (benefit) results from~~ the ~~net~~three ~~change~~and ~~during~~nine ~~the~~months ~~year~~periods ofended ~~deferred~~June ~~tax~~30, ~~assets and liabilities~~2024.

~~Deferred~~Our ~~tax~~plan ~~assets~~of ~~are~~operation ~~reduced~~for bythe a12 ~~valuation~~months ~~allowance~~following ~~when, in~~ the ~~opinion~~filing of ~~management,~~this itQuarterly isReport ~~more~~on ~~likely~~Form ~~than~~10-Q ~~not~~is ~~that~~to ~~some~~increase ~~portion or all of~~ the ~~deferred~~sales ~~tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects~~ of ~~changes~~our ~~in tax laws and rates on the date of enactment~~products.

~~Foreign~~The ~~Currency~~Company ~~Translation~~believes it can satisfy its cash requirements through the fiscal year end of December 31, 2024, from its cash of $25,720 as of June 30, 2024. As of June 30, 2024, we had a working capital balance of $3,827.

~~The~~RESULTS ~~Company’s~~OF 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).OPERATIONS

~~Fair~~Three ~~Value~~Months ofEnded ~~Financial~~June ~~Instruments~~30, 2024 as compared to Three Months Ended June 30, 2023:

~~The~~We ~~carrying~~recorded ~~amount~~revenues of ~~cash~~$139 and ~~current~~$276, 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 notedrespectively, itduring ~~is management’s opinion~~ the ~~Company~~three ismonths ~~not~~ended ~~exposed~~June ~~to significant interest~~30, ~~currency~~2024 orand ~~credit risks arising from these financial instruments~~2023.

~~Start-Up~~For the three months ended June 30, 2024, general and administrative expenses were $49,990 as compared to $27,222 for the three months ended June 30, 2023. The increase was primarily related to an increase in interest expenses, auditing fees, stock issuance expenses, and legal expenses.

AsWe arecorded ~~start-up~~net ~~company,~~losses ~~the~~of ~~costs~~$49,920 ~~associated~~and ~~with~~$27,084, ~~start-up activities are expensed as incurred. Accordingly~~respectively, ~~start-up~~during ~~costs associated with~~ the ~~Company’s~~three ~~formation~~months ~~have~~ended ~~been~~June ~~included~~30, in2024 ~~the Company’s general~~ and ~~administrative expenses~~2023.

13Six ~~Table~~Months ofEnded ~~Contents~~June 30, 2024 as compared to Six Months Ended June 30, 2024:

~~Property~~We recorded revenues of $297 and ~~Equipment~~$1,698, respectively, during the six months ended June 30, 2024 and 2023.

~~Property~~For ~~and~~the ~~equipment~~six ~~are~~months ~~stated~~ended atJune ~~cost.~~30, ~~Major~~2024, ~~repairs~~general and ~~betterments~~administrative ~~are~~expenses ~~capitalized~~were ~~and~~$81,046 ~~normal~~as ~~maintenance~~compared ~~and repairs are charged~~ to ~~expense~~$27,222 asfor ~~incurred. Depreciation is computed by~~ the ~~straight-line~~six ~~method~~months ~~over~~ended ~~the~~June ~~estimated~~30, ~~useful~~2023. ~~lives~~The ofincrease ~~the~~was primarily related ~~assets.~~to ~~Upon~~an ~~retirement~~increase orin ~~sale~~interest ofexpense, anauditing ~~asset~~fees, ~~the cost~~ and ~~accumulated~~stock ~~depreciation~~insurance ~~are removed from the accounts and any gain or loss is reflected in operations~~expenses.

~~Recent~~We ~~Accounting~~recorded ~~Pronouncements~~net losses of $49,920 and $61,539, respectively, during the three months ended June 30, 2024 and 2023.

~~The~~Liquidity ~~Company has implemented all new accounting pronouncements that are in effect~~ and ~~that~~Capital 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.Resources

~~PLAN~~At OFJune ~~OPERATION~~30, 2024, we had a cash balance of $25,720 and total current liabilities of $1,198. Our working capital balance at June 30, 2024, was $3,827. We sufficient cash on hand to fund our ongoing operational expenses through December 31, 2024.

We14 ~~are~~Table ~~an early stage corporation and have generated~~ of ~~only $382 and $2,080 of revenues from sales of our nutraceutical and dietary supplements business during the three months periods ended March 31, 2024.~~Contents

~~Our~~Material ~~plan~~hurdles remain until we can increase sales of ~~operation~~our ~~for~~products. ~~the~~First, 12we ~~months~~must ~~following~~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 ~~filing~~sale of ~~this~~our ~~Quarterly~~common ~~Report~~stock, onif ~~Form~~we ~~10-Q~~are isable to ~~increase~~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 ~~products~~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.

~~The~~At ~~Company~~June ~~believes it can satisfy its cash requirements through the fiscal year end of December 31~~30, ~~2023~~2024, ~~from~~our ~~its~~total ~~cash~~assets ofwere $11200,~~920~~378 asconsisting of ~~September~~cash ~~30, 20203. As~~ of ~~March 31~~$25, ~~2024~~720, weand ~~had~~inventory ~~a working capital balance~~ of $~~105~~174,~~523~~677.

~~RESULTS~~At OFJune ~~OPERATIONS~~30, 2024, our current and total liabilities were $196,571 and stockholders’ equity was $3,826.

~~Three~~Cash ~~Months~~Flows ~~Ended~~from ~~March~~Operating ~~31, 2024 as compared to Three Months Ended March 31, 2023:~~Activities

We ~~recorded~~have ~~revenues~~not ofgenerated positive cash flows from operating activities. Net cash used in operations was $~~158~~49,851 and $126,~~422~~946 for the three months ended June 30, 2024 and 2023, respectively; and $80,961 ~~during~~and $58,867 for the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, respectively.

~~For~~Cash ~~the~~Flows ~~three~~from ~~months~~Financing ~~ended~~Activities March 31, 2024, general and administrative expenses were $31,056 as compared to $34,317 for the three months ended March 31, 2023. The increase was primarily related to auditing fees for the fiscal year ended December 31, 2023.

WeNet ~~recorded~~cash ~~net~~flows ~~losses~~provided ofby financing activities was $3051,~~977~~350 and $330,~~606~~ for the three months ended June 30, 2024 and 2023, respectively; and $53,450 ~~during~~and $30,000 for the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, respectively.

~~Liquidity~~Off-Balance ~~and~~Sheet ~~Capital Resources~~Arrangements

AtWe ~~March 31, 2024, we~~ had ano ~~cash~~ off-balance ofsheet ~~$24,211~~arrangements ~~and~~for ~~total~~the ~~current~~three ~~liabilities~~months ofended ~~$145,222.~~June ~~Our working capital deficit at March 31~~30, 2024~~, was $121,011~~. ~~We sufficient cash on hand to fund our ongoing operational expenses through December 31, 2023.~~

~~Material~~Subsequent 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.Events

AtNone ~~March~~through ~~31,~~date ~~2024, our total assets were $198,968 consisting~~ of ~~cash~~this ~~of $24,221, and inventory of $174,746~~filing.

AtITEM ~~March~~3. ~~31,~~QUANTITATIVE ~~2024,~~AND ~~our~~QUALITATIVE ~~current~~DISCLOSURES ~~and~~ABOUT ~~total~~MARKET ~~liabilities were $145,222, and stockholders’ equity was $198,968~~RISK.

14As ~~Table~~a smaller reporting company (as defined in Rule 12b-2 of ~~Contents~~the Exchange Act), we are not required to provide the information called for by this Item 3.

~~Cash~~ITEM ~~Flows~~4. ~~from~~CONTROLS ~~Operating~~AND ~~Activities~~PROCEDURES.

WeEvaluation ~~have~~of ~~not~~disclosure ~~generated~~controls ~~positive cash flows from operating activities. Net cash used in operations was $31,110~~ and ~~$31,921 for the three months ended March 31, 2024 and 2023, respectively.~~ procedures

~~Cash~~Our ~~Flows~~management, ~~from~~with ~~Financing~~the ~~Activities~~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.

~~Net~~Based ~~cash~~on ~~flows~~that ~~provided~~evaluation, byour ~~financing~~Chief ~~activities~~Executive ~~was~~Officer $2and our Secretary concluded that,~~100~~ ~~and~~as $of June 30,~~000~~ 2024, ~~for~~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 ~~three~~Exchange ~~months~~Act ~~ended~~is ~~March~~(i) 31recorded, ~~2024~~processed, summarized and ~~2023~~reported within the time periods specified in SEC rules, ~~respectively.~~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.

~~Off-Balance~~Changes ~~Sheet~~in ~~Arrangements~~internal control over financial reporting

WeOur ~~had~~management, with the participation of our Chief Executive Officer and our Secretary, has concluded there were no ~~off-balance~~significant ~~sheet~~changes ~~arrangements~~in ~~for~~our ~~the~~internal ~~three~~controls ~~months~~over ~~ended~~financial ~~March~~reporting 31that occurred during this quarter that have materially affected, ~~2024~~or are reasonably likely to materially affect, our internal control over financial reporting.

~~Subsequent~~15 ~~Events~~Table of Contents

~~None~~PART ~~through~~II. ~~date~~OTHER ~~of this filing.~~ INFORMATION

ITEM 31. ~~QUANTITATIVE~~LEGAL ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~PROCEEDINGS.

AsThe aCompany ~~smaller~~is ~~reporting~~not ~~company~~currently ~~(as~~subject ~~defined~~to inany ~~Rule~~legal ~~12b-2~~proceedings. ofFrom time to time, the ~~Exchange~~Company ~~Act)~~may become subject to litigation or proceedings in connection with its business, weas either a plaintiff or defendant. There are ~~not~~no ~~required~~such pending legal proceedings to ~~provide~~which the ~~information~~Company ~~called~~is ~~for~~a byparty ~~this~~that, ~~Item~~in 3the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 41A. ~~CONTROLS~~RISK ~~AND PROCEDURES.~~FACTORS

~~Evaluation~~As a smaller reporting company (as defined in Rule 12b-2 of ~~disclosure~~the ~~controls~~Exchange ~~and~~Act), ~~procedures~~we are not required to provide the information called for by this Item 1A.

~~Our~~ITEM 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-Q2. InUNREGISTERED ~~designing~~SALES ~~and~~OF ~~evaluating~~EQUITY ~~the~~SECURITIES ~~disclosure~~AND ~~controls~~USE ~~and~~OF ~~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~~PROCEEDS. 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, 2024, 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 disclosureNone.

~~Changes~~ITEM in3. ~~internal~~DEFAULTS ~~control~~UPON ~~over~~SENIOR ~~financial reporting~~SECURITIES.

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 reportingNone.

15ITEM ~~Table~~4. ofMINE ~~Contents~~SAFETY DISCLOSURES.

~~PART II~~None. ~~OTHER INFORMATION~~

ITEM 15. ~~LEGAL~~OTHER ~~PROCEEDINGS~~INFORMATION.

~~The Company is not currently subject to any legal proceedings~~None. 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~~16 ~~1A.~~Table ~~RISK~~of ~~FACTORS~~Contents

AsITEM a6. ~~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~~EXHIBITS.

~~ITEM~~(a) 2.Exhibits ~~UNREGISTERED~~required ~~SALES~~by OFItem ~~EQUITY~~601 ~~SECURITIES~~of ~~AND~~Regulation ~~USE OF PROCEEDS~~SK.

None.

Number		Description

3.1		Articles of Incorporation (1)
3.2		Bylaws (1)
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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).

~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES.~~_______________

~~None~~*Furnished, not filed.

~~ITEM~~17 4.Table ~~MINE~~of ~~SAFETY DISCLOSURES.~~Contents

~~None.~~SIGNATURES

~~ITEM~~Pursuant 5.to ~~OTHER~~the ~~INFORMATION~~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.

None.

	GOLDENWELL BIOTECH, INC.

Date: August 20, 2024	By:	/s/ Shuang Liu
	Name:	Shuang Liu
	Title:	Chief Executive Officer (principal executive officer)

16 Table of Contents

Date: August 20, 2024

By:

/s/ Hua Xie

Name:

Hua Xie

Title:

Secretary

(principal financial officer and principal accounting officer)

~~ITEM 6. EXHIBITS.~~18

(a) Exhibits required by Item 601 of Regulation SK.

Number		Description
3.1		Articles of Incorporation
3.2		Bylaws
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.

17 Table of Contents

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: May 20, 2024	By:	/s/ Shuang Liu
	Name:	Shuang Liu
	Title:	Chief Executive Officer(principal executive officer)

Date: May 20, 2024	By:	/s/ Hua Xie
	Name:	Hua Xie
	Title:	Secretary(principal financial officer and principal accounting officer)

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