UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

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		(I.R.S. Employer
incorporation or organization)		Identification No.)

581 Boston Mills Road, Suite 300

Hudson, Ohio 44236

(Address of principal executive offices, zip code)

(440) 666-7999

(Registrant’s telephone number, including area code)

~~2071 Midway Drive~~__________________________________________________________

Twinsburg, Ohio 44087

(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

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

Common Stock, $.001 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 such files). Yes ☒ No ☐

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

Large accelerated filer	☐	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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

At June 30, ~~2023~~2024, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $129,~~685~~600,000.

As of ~~March~~April 2916, ~~2024~~2025, there were 99,000,000 shares of the Registrant’s common stock, par value $0.001 per share, outstanding.

GOLDENWELL BIOTECH, INC.

TABLE OF CONTENTS

		Page No.
PART I
Item 1.	Business.		4
Item 1A.	Risk Factors.		910
Item 1B.	Unresolved Staff Comments.		10
Item1C.	Cybersecurity.		10
Item 1C.	Cybersecurity.		10
Item 2.	Properties.		1011
Item 3.	Legal Proceedings.		1011
Item 4.	Mine Safety Disclosures.		1011
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		1112
Item 6.	[Reserved]		1112
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.		1516
Item 8.	Financial Statements and Supplementary Data.		F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		1617
Item 9A.	Controls and Procedures.		1617
Item 9B.	Other Information.		1718
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.		1718
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.		1819
Item 11.	Executive Compensation.		2122
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		2325
Item 13.	Certain Relationships and Related Transactions, and Director Independence.		2425
Item 14.	Principal Accounting Fees and Services.		2425
PART IV
Item 15.	Exhibits and Financial Statement Schedules.		2526
Item 16.	Form 10-K Summary.		2526
	Signatures		2627

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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: (i) commercialization of our technology and products, (ii) development and protection of our intellectual property, (iii) the Company’s need for and ability to obtain additional financing, (iv) industry competition, (v) other factors over which we have little or no control; and (vi) 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-K, 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.

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PART I

ITEM 1. BUSINESS

DESCRIPTION OF BUSINESS

Our Corporate History and Background

Goldenwell Biotech, Inc. was incorporated on August 20, 2019. Our fiscal year end is December 31, and we have no subsidiaries. Our business offices are currently located at 581 Boston Mills Road, Suite 300, Hudson, Ohio 44236. We do not conduction operations and only receive mail at such location.

Summary Financial Information

The tables and information below are derived from our ~~audited~~ financial statements as of December 31, ~~2023~~2024.

	December 31,2022
	December 31,2024
Financial Summary
Cash and Cash Equivalents	$	5449,~~231~~404
Total Assets		84224,~~723~~192
Total Liabilities		~~143~~271,~~334~~433
Total Stockholders’ Equity	$	84(47,~~723~~241	)

Exclusive Patent License Agreements

Effective July 20, 2020, the Company entered into an Exclusive License Agreement with Australian Trefoil Health Technologies Pty Ltd (the “Australian Trefoil License Agreement”), pursuant to which the Company has licensed from Australian Trefoil the technology and packaging designs underlying the Sugar Master and DNA Repair products, and other products of the Company. The term of the Australian Trefoil License Agreement is for the term of the underlying patent and covers all territories in the world, except China, and the term expires on November 15, 2025. The Company paid consideration of $10.00 for entering into the Australian Trefoil License Agreement. Australian Trefoil Health Technologies Pty Ltd is controlled by Li Yang, a director of the Company.

~~Additionally,~~4 ~~effective~~Table July 20, 2020 the Company has entered into an Exclusive License Agreement, dated July 20, 2020, with Ji Lin JZY Biotech Inc. (the “JZY Biotech License Agreement”), pursuant to which the Company has licensed from JZY BioTech the technology the Company uses in its products. The term of the JZY BioTech License Agreement is for the term of the underlying patent and covers all territories in the world, except China, and the term expires on January 11, 2025. The Company paid consideration of $10.00 for entering into the JZY Biotech License Agreement. Ji Lin JZY Biotech Inc. is controlled by Shang Liu, our President and Chief Executive Officer and a director of the Company.Contents

Additionally, effective July 20, 2020 the Company has entered into an Exclusive License Agreement, dated July 20, 2020, with Ji Lin JZY Biotech Inc. (the “JZY Biotech License Agreement”), pursuant to which the Company has licensed from JZY BioTech the technology the Company uses in its products. The term of the JZY BioTech License Agreement is for the term of the underlying patent and covers all territories in the world, except China, and the term expires on January 11, 2035. The Company paid consideration of $10.00 for entering into the JZY Biotech License Agreement. Ji Lin JZY Biotech Inc. is controlled by Shang Liu, our President and Chief Executive Officer and a director of the Company.

Status of Production

Each of our 5 products discussed below have been completed the following stages:

	·	We have concluded our initial marketing analysis, including an analysis of our competition and development of marketing strategies.
	·	We have concluded our research and development, including making a raw materials selection, making products formulations, concluding lab testing, and concluding quality assurance and quality control studies.
	·	We have concluded the parts of production, including the production process, producing technology optimization, selection equipment for production; selecting sources of raw materials supplies.

4which ~~Table~~includes oflocating ~~Contents~~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.

Material hurdles remain until we can sell the products commercially. 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.

Goldenwell Products

Category I Polypeptide Freeze-dried Powder

1. JI MAI—Bovine Cardiac Vascular Active Peptide

Figure 1 – packaging design for Ji Mai Cardiac Vascular Active Peptide

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The vascular endothelial cells exist vascular wall of bovine have a complex enzyme system, which can synthesize and secrete a variety of bioactive substances, as well as tissue fibrinogen and prostacyclin, endothelin (which has a strong vasoconstrictive effect, also known as endothelium contraction factor), and vascular skin cell relaxation factor which has vasodilated effect.

Bovine cardiac vascular active peptide is a protein peptide of vascular homology (amino acid type and its sequence) which made from healthy and fresh bovine cardiac vascular tissues as raw materials. It is made in a closed environment at low temperature using medical freeze-dried equipment and is processed through biological enzymolysis, enzyme digestion, separation, purification, ultrafiltration and other extraction process to structural polypeptide in a freeze-dried powder form. The molecular weight of the product is optimized via bioengineering for easy absorption by humans. There is no pigment, preservatives and other artificial additives in the product, and is suitable for all kinds of physical conditions of people to use.

Biocompatibility (amino acid sequence and structure convergence of peptides) refers to the good matching degree between basic protein peptides and host cells and tissues. Whether it is the skeleton of new tissue before being absorbed, or it is absorbed and assimilated into the host to become a part of the host, it has good compatibility with the matrix of similar tissue, and becomes a part of the normal physiological function of cells and tissues.

5 Table of Contents

2. Double Proline AG – 3D Active Collagen Peptide

DPAG - Drinkable Cosmetics

Figure 2 - packaging design for 3D Active Collagen Peptide

There is a substance in human body called cathepsin K, which is slowly degrading collagen content of tissue while ageing. It will result that active collagen is gradually reduced and lost. The appearance of the body is the loss of elasticity, relaxation and relaxation of the body. The interior of the body is the decrease of the cell quantity and the collapse of the tissue.

Sea cucumber, deer tendon, eel, fish maw, donkey skin all have significant common characteristics – gelatinous consistencies, which contains higher proline, hydroxyproline, arginine and glycine. In mammals, ox tendon has the highest content of collagen.

80% of the human skin made by collagen; the molecular weight of collagen in glial food is 300000 daltons. The molecular size of the gliadin food is too large, it is very difficult for human digestive enzymes to decompose it, and its digestion and absorption rate is very limited.

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By using healthy and fresh bovine or ox tendon as raw materials, our DPAG product is made in a closed environment at low temperature using medical freeze-dried equipment and was processed through biological enzymolysis, enzyme digestion, separation, purification, ultrafiltration and other extraction process to structural polypeptide in a freeze-dried powder form. The molecular weight of the product is 1920da and is optimized via the bioengineering technical for easy absorption by humans. There is no pigment, preservatives and other artificial additives in the product.

Our DPAG product is designed to be an easily absorbed bioactive collagen.

6 Table of Contents

3. Cartilage Peptide -- Type II collagen peptide

Figure 3 - packaging design for Cartilage Peptide -- Type II collagen peptide

In recent years, there are many collagen (peptide) products on the market, but they are basically raw materials for collagen production. Most of them come from fish skin and other raw materials.

Type II collagen peptide is prepared from Bovine or Pig Cartilage bones by hot water extraction, and then it is enzymolyzed by neutral protease, protamex, acidic protease and pepsin, through purification, ultrafiltration and other extraction process to structural polypeptide in a freeze-dried powder form peptide with molecular weight of 8000 daltons.

It mainly composed of type II collagen peptide from cartilage and bone; it has a higher content of bio calcium with collagen peptides acting as a dietary supplement.

Category II Solid Tablets Products

Figure 4 - packaging design for Se Plus

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Figure 4 - packaging design for Se Plus

Se Plus utilizes the stabilizing properties of the 21st amino acids and strong antioxidants as its primary makeup.

Ingredients:

	·	L-Se-Methylselenocysteine (MSC)
	·	High Selenium Yeast

L-Se-Methylselenocysteine (MSC) is a naturally occurring organoselenium compound found in many plants, including garlic, onions, and broccoli, with potential antioxidant and chemopreventive activities. Se-Methyl-seleno-L-cysteine (MSC) is an amino acid analogue of cysteine in which a methylselenium moiety replaces the sulphur atom of cysteine. This agent acts as an antioxidant when incorporated into glutathione peroxidase and has been shown to exhibit potent chemopreventive activity in animal models.

Se Plus Target Audience:

	·	Middle-aged and elderly individuals.
	·	Individuals exposed to excessive pollution, such as atmospheric, food, or water pollution.
	·	Individuals who are selenium deficient due to various reasons.

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2. Sugar Master

Figure 5 - packaging design for Sugar Master

Our Sugar Master product is made utilizing low temperature extraction techniques to maximize the harvest of bio-actives of plant matter, which is optimized by our processing formula to ensure the best absorption as a dietary supplement.

Main Active Ingredients Include:

	·	Natural herbal polypeptides, extracted using cryogenic techniques to ensure molecular activity;
	·	Concentrated and purified natural plant extracts; and
	·	High efficiency organic selenium complex.

8 Table of Contents

Two major components of bitter melon, namely charantin and momordicoside, may be destroyed during the process of extraction if high temperatures are used (60 C for 24 hours by heat drying). These components should therefore be extracted safely at low temperatures (5 C for 24 hours by freeze-drying or lyophilization).

COMPETITION AND COMPETITIVE STRATEGY

We expect that we will compete for members with traditional, offline consumer resources, and with online providers of consumer ratings, reviews and referrals on the basis of a number of factors, including breadth of our service provider listings, reliability of our content, breadth, depth and timeliness of information and strength and recognition of our brand.

Intellectual Property

We rely on a combination of trademark laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product designs and marks. We do not own any patents.

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Additionally, effective July 20, 2020 the Company has entered into an Exclusive License Agreement, dated July 20, 2020, with Ji Lin JZY Biotech Inc. (the “JZY Biotech License Agreement”), pursuant to which the Company has licensed from JZY BioTech the technology the Company uses in its products. The term of the JZY BioTech License Agreement is for the term of the underlying patent and covers all territories in the world, except China, and the term expires on January 11, 2025. The Company paid consideration of $10.00 for entering into the JZY Biotech License Agreement. Ji Lin JZY Biotech Inc. is controlled by Shang Liu, our President and Chief Executive Officer and a director of the Company.

Government Regulation and Approvals

We are not aware of any governmental regulations or approvals required for any of our services or products. We do not believe that we are subject to any government regulations relating to the ownership and licensing of our intellectual property.

Employees

As of the date hereof, we have 3 non-employee officers, who operate our company.

Description of Properties

We have an address at 581 Boston Mills Road, Suite 300, Hudson, Ohio 44236. We do not conduction operations and only receive mail at such location. Our telephone number is (440) 666-7999. We do not own any real estate or other physical properties.

Bankruptcy or Similar Proceedings

We have never been subject to bankruptcy, receivership or any similar proceeding.

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.

9 Table of Contents

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

Risk Management and Strategy

We do not have any processes for assessing, identifying, and managing material risks from cybersecurity threats.

Risks from Cybersecurity Threats

To date, we have not yet experienced any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our business, financial condition or results of operations.

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Governance

Our board of directors (the “Board”) is acutely aware of the critical nature of managing risks associated with cybersecurity threats given the significance of these threats to our operational integrity and stakeholder confidence.

Board Oversight

The Board has oversight of cybersecurity risks and bears the primary responsibility for this domain. The members of our Board do not have experience in enterprise risk management, compliance, corporate governance, technology, or finance to equipping them to oversee cybersecurity risks effectively.

ITEM 2. PROPERTIES

Our officers and directors work remotely, and we have an address of 581 Boston Mills Road, Suite 300, Hudson, Ohio 44236. We do not conduction operations and only receive mail at such location. We do not own any real estate or other physical properties.

ITEM 3. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

ITEM 4. MINE SAFETY DISCLOSURES

None.

1011 Table of Contents

PART II

Market Information and Holders

Our shares of common stock are quoted on the over-the-counter markets, currently on the ~~OTC~~OTCQB ~~Pink~~ tier of the OTC Markets Group, Inc. (the “OTC Markets Group”), under the stock symbol “GWLL”. As of ~~March~~April 2715, ~~2024~~2025, the Company had 99,000,000 shares of common stock issued and outstanding, and we had approximately 84 holders of record of our common stock.

Dividends

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future. There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

	·	we would not be able to pay our debts as they become due in the usual course of business; or
	·	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our Articles of Incorporation.

Recent Sales of Unregistered Securities

There are no unreported sales of equity securities at December 31, ~~2023~~2024.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company does not have any equity compensation plans.

Penny Stock Regulations

The SEC has adopted regulations that generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our common stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1.00 million, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during the year ended December 31, ~~2023~~2024.

ITEM 6. ~~SELECTED FINANCIAL DATA~~[RESERVED]

AsITEM a7. ~~“smaller~~MANAGEMENT’S ~~reporting~~DISCUSSION ~~company,”~~AND asANALYSIS ~~defined~~OF inFINANCIAL ~~Rule~~CONDITION ~~12b-2~~AND ofRESULTS ~~the~~OF ~~Exchange Act, we are not required to provide the information called for by this Item.~~OPERATIONS

~~11 Table of Contents~~OVERVIEW

~~ITEM~~The 7.Company ~~MANAGEMENT’S~~was ~~DISCUSSION~~incorporated ~~AND~~in ~~ANALYSIS~~the OFState ~~FINANCIAL~~of ~~CONDITION~~Nevada ~~AND~~on ~~RESULTS~~August OF20, ~~OPERATIONS~~2019, and established a fiscal year end of December 31.

~~OVERVIEW~~Going Concern

~~The~~To date the Company ~~was~~has ~~incorporated~~little inoperations ~~the~~or ~~State~~revenues ofand ~~Nevada~~consequently onhas ~~August~~incurred 20recurring losses from operations. Substantially greater revenues are not anticipated until we complete the financing we endeavor to obtain, ~~2019~~as described in this Form 10-K, and ~~established~~implement aour ~~fiscal~~initial ~~year~~business ~~end~~plan. The ability of ~~December~~the 31Company 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.

~~Going~~12 ~~Concern~~Table of Contents

ToOur ~~date~~activities ~~the~~have ~~Company~~been ~~has~~financed ~~little~~from ~~operations~~the orproceeds ~~revenues~~of ~~and~~share ~~consequently has incurred recurring losses from operations~~subscriptions. ~~Substantially~~On ~~greater~~August ~~revenues~~20, ~~are~~2019 ~~not anticipated until we complete~~ the ~~financing~~Company wesold ~~endeavor to obtain~~41, ~~as described in this Form 10-K~~000,000 ~~and~~shares ~~implement our initial business plan. The ability~~ of ~~the~~common ~~Company~~stock to ~~continue~~its asfounders for a ~~going~~subscription ~~concern~~amount isof ~~dependent~~$41,000. onOn ~~raising~~August ~~capital~~20, to2019, ~~fund~~the ~~our~~Company ~~business~~sold ~~plan and ultimately to attain profitable operations. Accordingly~~39,000,000 ~~these~~shares ~~factors~~of ~~raise~~common ~~substantial~~stock ~~doubt~~for asa tosubscription ~~the~~amount ~~Company’s~~of ~~ability to continue as a going concern~~$215,504.

~~Our~~Apart ~~activities have been financed~~ from ~~the~~loans ~~proceeds~~to ofrelated ~~share subscriptions. On August 20~~parties, ~~2019~~ the Company ~~sold~~had ~~41,000,000~~outstanding ~~shares~~loans ~~of common stock~~ to ~~its~~third ~~founders~~parties ~~for~~in athe ~~subscription~~amounts ~~amount~~ of $41173,~~000.~~985 Onand ~~August 20~~$46,335 ~~2019,~~as ~~the~~of ~~Company~~December ~~sold 39~~31,~~000,000~~ ~~shares~~2024 ofand ~~common stock for a subscription amount of $215~~2023,~~504~~ respectively.

WeThe ~~have~~Company plans to raise additional funds through debt or equity offerings. There is no ~~outstanding~~guarantee ~~loans~~that the Company will be able to raise any capital through this or any other offerings.

~~The~~PLAN ~~Company~~OF ~~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.~~OPERATION

~~PLAN~~We OFare ~~OPERATION~~an early stage corporation and generated revenues of only $139 from sales of our nutraceutical and dietary supplements business during the twelve months ended December 31, 2024.

WeOur ~~are~~plan anof ~~early~~operation ~~stage~~for ~~corporation~~the ~~and~~12 ~~generated~~months ~~revenues~~following ofthe ~~only~~filing ~~$2,340~~of ~~from~~this ~~sales~~Annual ofReport ~~our~~on ~~nutraceutical~~Form ~~and~~10-K ~~dietary~~is ~~supplements~~to ~~business~~increase ~~during~~ the ~~twelve~~sales ~~months~~of ~~ended~~our ~~December 31, 2023~~products.

~~Our~~The ~~plan~~Company ofbelieves ~~operation~~it ~~for~~can ~~the~~satisfy 12its ~~months~~cash ~~following~~requirements through the ~~filing~~fiscal ofyear ~~this~~end ~~Annual~~of ~~Report~~December on31, ~~Form~~2024, ~~10-K~~from isits tocash ~~increase~~of ~~the~~$49,404. ~~sales~~As of ~~our~~December ~~products~~31, 2024, we had a working capital balance of $222,332.

~~The~~RESULTS ~~Company~~OF ~~believes it can satisfy its cash requirements through the fiscal year end of December 31, 2023, from its cash of $54,231. As of December 31, 2023, we had a working capital balance of $84,723.~~OPERATIONS

~~RESULTS~~Comparison OFof ~~OPERATIONS~~the Years ended December 31, 2024 and 2023

~~Comparison~~As of ~~the~~December ~~Years~~31, ~~ended~~2024, ~~December~~we 31had accumulated deficit of $1,359,645. ~~2023~~As a result, our continuation as a going concern is dependent upon improving our profitability and ~~2022~~the continuing financial support from our stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders and external financing will provide the additional cash to meet our obligations as they become due. Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

AsThe offollowing ~~December~~table ~~31,~~sets ~~2023,~~forth wecertain ~~suffered~~operational ~~from~~data afor ~~working~~the ~~capital~~years ~~balance~~ended ofDecember ~~$84~~31,~~723.~~ As2024 ~~a result, our continuation as a going concern is dependent upon improving our profitability~~ and ~~the~~2023: continuing financial support from our stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders and external financing will provide the additional cash to meet our obligations as they become due. Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

The following table sets forth certain operational data for the years ended December 31, 2023 and 2022:

	Years Ended December 31,
	2024			2023
Revenues	$	139		$	1,836
Cost of revenue		75			1,170
Gross profit		64			666
Total operating expenses		123,162			116,492
Other expense		8,400			1,535
Net loss		(131,498	)		(117,361	)

	Years Ended December 31,
	2023		2022
Revenues	$	2,340	$	47,800
Cost of revenue		1,232		22,614
Gross profit		1,108		25,186
Total operating expenses		118,003		1,010,291
Other income		8		8
Net loss		116,895		985,097

Revenue. We generated revenues of $139 and $1,836 for the years ended December 31, 2024 and 2023, respectively.

Cost of Revenue. WeOur ~~generated~~cost ~~revenues~~ of revenue was $~~2,340~~75 and $471,~~800~~170 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

~~Cost~~Gross ~~of Revenue~~Profit. ~~Our~~We ~~cost~~generated ofgross ~~revenue~~profits ~~was~~of $~~1,232~~64 and $~~22,614~~666 for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

12General ~~Table~~and Administrative Expenses (“G&A”). We incurred general and administrative expenses of ~~Contents~~$123,162 and $116,492 for the years ended December 31, 2024 and 2023, respectively. The increase in G&A is primarily attributable to the increase of professional fee, and partially offset with decrease of lease fee.

~~Gross~~Net ~~Profit~~Loss. WeDuring ~~generated~~the ~~gross~~year ~~profits~~ended December 31, 2024, we incurred a net loss of $1131,~~108~~498, ~~and~~as compared to $25117,~~186~~361 for the ~~years~~same period ended December 31, 2023 ~~and 2022, respectively~~.

~~General~~Liquidity and ~~Administrative~~Capital Expenses (“G&A”). We incurred general and administrative expenses of $118,003 and $1,010,291 for the years ended December 31, 2023 and 2022, respectively. The increase in G&A is primarily attributable to the increase of cost of goods sold, lease expense and salary expense.Resources

~~Net~~As ~~Loss.~~of ~~During the year ended~~ December 31, ~~2023~~2024, we ~~incurred~~had acash ~~net~~and ~~loss~~cash equivalents of ~~116~~$49,~~895~~404, asand ~~compared~~no toaccounts ~~$985~~receivable deposits,~~097~~ ~~for~~prepayments ~~the~~or ~~same~~other ~~period ended December 31, 2022~~receivables.

~~Liquidity~~We believe that our current cash and ~~Capital~~other ~~Resources~~sources of liquidity discussed below are adequate to support general operations for at least the next 12 months.

As13 ofTable ~~December 31, 2023, we had cash and cash equivalents~~ of ~~$54,231, and no accounts receivable deposits, prepayments or other receivables.~~Contents

We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months.

	Years Ended December 31,
	2024			2023
Net cash used in operating activities	$	(123,077	)	$	(113,153	)
Net cash provided by investing activities	$	0		$	0
Net cash provided by financing activities		119,250			120,388

	Years Ended December 31,
	2023			2022
Net cash used in operating activities	$	(114,689	)	$	(1,072,560	)
Net cash provided by investing activities	$	0		$	0
Net cash provided by financing activities		121,924			905,000

Net Cash Used In Operating Activities.

~~Net~~For ~~Cash~~the ~~Used~~year Inended ~~Operating~~December ~~Activities~~31, 2024, net cash used in operating activities was $123,077, which consisted primarily of payments for general and administrative expenses.

For the year ended December 31, 2023, net cash used in operating activities was $~~114~~113,~~689~~153, which consisted primarily of payments for general and administrative expenses.

~~For~~We ~~the~~expect ~~year~~to ~~ended~~continue ~~December~~to ~~31,~~rely ~~2022,~~on ~~net~~ cash ~~used~~generated inthrough ~~operating~~financing ~~activities~~from ~~was~~our ~~$1,072,560,~~existing ~~which~~shareholders ~~consisted~~and ~~primarily~~private placements of ~~payments~~our ~~for~~securities, ~~general~~however, to finance our operations and ~~administrative~~future ~~expenses~~acquisitions.

WeNet ~~expect~~Cash toProvided ~~continue~~By toInvesting ~~rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions~~Activities.

~~Net~~For ~~Cash~~the ~~Provided~~year Byended ~~Investing~~December ~~Activities~~31, 2024, there was no net cash provided by investing activities.

For the year ended December 31, 2023, there iswas no net cash provided by investing activities.

~~For~~Net ~~the~~Cash ~~year~~Provided ~~ended~~By ~~December~~Financing ~~31, 2020, there is no net cash provided by investing activities~~Activities.

~~Net~~For ~~Cash~~the ~~Provided~~year Byended ~~Financing~~December ~~Activities~~31, 2024, net cash provided by financing activities was $119,250, consisting primarily of proceeds from a loan from a third party.

For the year ended December 31, 2023, net cash provided by financing activities was $~~121~~120,~~924~~388, consisting primarily of proceeds from a loan from an officer of the Company and a third party.

~~For~~Material hurdles remain until we can sell the ~~year~~products ~~ended~~commercially. ~~December~~First, 31we must construct manufacturing facilities, ~~2022~~which includes locating a site, ~~net~~installing ~~cash~~a ~~provided~~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 ~~financing~~labor ~~activities~~we ~~was~~intend to hire. We estimate that we need approximately $~~905~~5,000,000 ~~consisting~~to ~~primarily~~complete ofsuch ~~proceeds~~activities and that it would take approximately one year to complete such activities. Additional funding will likely come from aequity ~~loan~~financing from the sale of our common stock, if we are able to sell such stock. If we are successful in completing an ~~officer~~equity financing, existing shareholders will experience dilution of ~~the~~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.

13Off-Balance ~~Table~~Sheet ~~of Contents~~Arrangements

~~Material~~We ~~hurdles~~have ~~remain~~not ~~until~~entered weinto ~~can~~any ~~sell~~financial ~~the~~guarantees ~~products~~or ~~commercially.~~other ~~First,~~commitments ~~we must construct manufacturing facilities, which includes locating a site, installing a workshop and setting up equipment. No special equipment needs~~ to beguarantee ~~engineered~~the orpayment ~~produced.~~obligations ~~All~~of ~~needed~~any ~~equipment~~third ~~is presently available from existing manufacturers~~parties. ~~Second,~~In ~~our workforce will need to be trained~~addition, ~~however,~~we nohave ~~specialized~~not ~~education~~entered orinto ~~experience~~any isderivative ~~needed~~contracts ~~by labor we intend to hire. We estimate~~ that weare ~~need~~indexed ~~approximately $5,000,000~~ to ~~complete~~our ~~such~~own ~~activities~~shares and ~~that~~classified itas ~~would~~shareholders’ ~~take approximately one year to complete such activities. Additional funding will likely come from~~ equity ~~financing from the sale of our common stock~~, ifor wethat are ~~able~~not toreflected ~~sell such stock. If we are successful~~ in ~~completing~~our anfinancial ~~equity~~statements. ~~financing~~Furthermore, ~~existing~~we ~~shareholders will experience dilution of their interest in our Company. We~~ do not have any ~~financing~~retained ~~arranged~~or ~~and~~contingent weinterest ~~cannot~~in ~~provide~~assets ~~investors~~transferred ~~with~~to ~~any~~an ~~assurance~~unconsolidated entity that weserves ~~will~~as becredit, ~~able~~liquidity toor ~~raise~~market ~~sufficient~~risk ~~funding~~support ~~from the sale of our common stock~~ to ~~fund~~such ~~our activities~~entity. ~~In the absence of such financing~~Moreover, ~~our business will fail. There are no assurances that~~ we ~~will~~do benot ~~able~~have toany ~~achieve~~variable ~~further~~interest ~~sales~~in ofan ~~our~~unconsolidated ~~common~~entity ~~stock~~that orprovides ~~any other form of additional~~ financing., Ifliquidity, wemarket ~~are~~risk ~~unable~~or tocredit ~~achieve~~support ~~the financing necessary~~ to ~~continue~~us ~~our~~or ~~plan~~engages ofin ~~operations~~leasing, ~~then~~hedging weor ~~will~~research ~~not~~and bedevelopment ~~able~~services towith ~~continue the expansion of our business~~us.

~~Off-Balance~~14 ~~Sheet~~Table ~~Arrangements~~of Contents

WeCritical ~~have~~Accounting ~~not~~Policies entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.Estimates

~~COVID-19~~The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these 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:

WeBasis ~~continue to evaluate the impact~~ of the COVID-19 pandemic on the industry and our Company and have concluded that while it is reasonably possible that the virus could have a negative effect on our financial position and results of our operations, the specific impact is not readily determinable as of the date of this filing. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.Accounting

~~Critical~~The ~~Accounting~~Company’s ~~Policies~~financial statements are prepared using the accrual method of accounting and ~~Estimates~~are presented in United States Dollars.

~~The~~Basic ~~discussion~~Earnings 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”~~loss). ~~The~~per 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:Share

~~Basis~~The ofCompany ~~Accounting~~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.

~~The~~Basic ~~Company’s~~net ~~financial~~earnings ~~statements~~(loss) per share amounts are ~~prepared~~computed ~~using~~by dividing the ~~accrual~~net ~~method~~earnings (loss) by the weighted average number of ~~accounting~~common ~~and~~shares outstanding. Diluted earnings (loss) per share are ~~presented~~the insame ~~United~~as ~~States~~basic ~~Dollars~~earnings (loss) per share due to the lack of dilutive items in the Company.

~~Basic~~Use ~~Earnings~~of ~~(loss)~~Estimates ~~per~~and ~~Share~~Assumptions

The ~~Company~~preparation ~~computes~~of ~~net~~financial ~~income~~statements ~~(loss)~~in ~~per~~conformity ~~share~~with ingenerally ~~accordance~~accepted ~~with~~accounting ~~ASC~~principles ~~260, Earnings~~requires ~~per~~management ~~Share. ASC~~to ~~260~~make ~~specifies~~estimates and assumptions that affect the ~~computation,~~reported ~~presentation~~amounts of assets and liabilities and disclosure ~~requirements~~of ~~for~~contingent ~~earnings~~assets ~~(loss)~~and ~~per~~liabilities ~~share~~at ~~for~~the ~~entities~~date ~~with~~of ~~publicly~~the ~~held~~financial ~~common~~statements ~~stock~~and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Basic~~Due ~~net~~to ~~earnings (loss) per share amounts are computed by dividing~~ the ~~net~~limited ~~earnings~~level ~~(loss)~~of byoperations, the ~~weighted~~Company ~~average~~has ~~number~~not ofhad ~~common~~to ~~shares~~make ~~outstanding.~~material ~~Diluted~~assumptions ~~earnings~~or ~~(loss)~~estimates ~~per~~other ~~share~~than ~~are~~ the ~~same~~assumption asthat ~~basic earnings (loss) per share due to~~ the ~~lack~~Company ofis ~~dilutive~~a ~~items~~going ~~in the Company~~concern.

14Income ~~Table of Contents~~Taxes

~~Use~~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 ~~Estimates~~deferred tax assets and ~~Assumptions~~liabilities.

~~The~~15 ~~preparation~~Table 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.Contents

~~Due~~Deferred totax ~~the~~assets ~~limited~~are ~~level~~reduced by a valuation allowance when, in the opinion of ~~operations~~management, it is more likely than not that some portion or all of the ~~Company~~deferred ~~has~~tax assets will not ~~had~~be torealized. ~~make~~Deferred ~~material~~tax ~~assumptions~~assets orand ~~estimates~~liabilities ~~other~~are ~~than~~adjusted for the ~~assumption~~effects ~~that~~of ~~the~~changes ~~Company~~in istax alaws ~~going~~and ~~concern~~rates on the date of enactment.

~~Income~~Fair ~~Taxes~~Value of Financial Instruments

~~Income~~The ~~taxes~~carrying ~~are~~amount ~~provided~~of incash ~~accordance~~and ~~with~~current ~~ASC~~liabilities ~~740, Income~~approximates ~~Taxes.~~fair Avalue ~~deferred~~due ~~tax~~to ~~asset~~the orshort ~~liability~~maturity isof ~~recorded~~these ~~for~~instruments. ~~all~~These ~~temporary~~fair ~~differences~~value ~~between~~estimates ~~financial~~are subjective in nature and ~~tax~~involve ~~reporting~~uncertainties and ~~net~~matters ~~operating~~of ~~loss~~significant ~~carry~~judgment ~~forwards~~and therefore cannot be determined with precision. ~~Deferred~~Unless ~~tax~~otherwise ~~expense~~noted, ~~(benefit)~~it ~~results~~is ~~from~~management’s opinion the ~~net~~Company ~~change~~is ~~during~~not ~~the~~exposed ~~year~~to ofsignificant ~~deferred~~interest, ~~tax~~currency ~~assets~~or ~~and~~credit ~~liabilities~~risks arising from these financial instruments.

~~Deferred~~Start-Up 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.expenses

~~Foreign~~As ~~Currency~~a ~~Translation~~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.

~~The~~Recent ~~Company’s~~Accounting 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).Pronouncements

~~Fair~~The ~~Value~~Company ofhas ~~Financial~~implemented ~~Instruments~~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.

~~The~~Subsequent 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.Events

~~Start-Up~~None ~~expenses~~through date of this filing.

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.

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.

Subsequent Events

None through date of this filing.

ITEM 7A. 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.

1516 Table of Contents

ITEM 8. FINANCIAL STATEMENTS

Goldenwell Biotech, Inc.

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm – BF Borgers CPA PC (PCAOB ID 5041)			F-2
Report of Independent Registered Public Accounting Firm (PCAOB ID 2851)			F-2
Balance Sheet as of December 31, 2023 and 2022			F-3
Balance Sheets as of December 31, 2024 and 2023			F-3
Statement of Operations for the years ended December 31, 2023 and 2022			F-4
Statements of Operations for the years ended December 31, 2024 and 2023			F-4
Statement of Cash Flows for the years ended December 31, 2023 and 2022			F-5
Statements of Cash Flows for the years ended December 31, 2024 and 2023			F-5
Statements of Shareholders’ Equity for the years ended December 31, 2023 and 2022			F-6
Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023			F-6
Notes to Consolidated Financial Statements			F-7
Notes to Financial Statements			F-7

F-1

Table of Contents

~~Report~~REPORT ofOF ~~Independent~~INDEPENDENT ~~Registered~~REGISTERED ~~Public~~PUBLIC ~~Accounting~~ACCOUNTING ~~Firm~~FIRM

To the ~~shareholders~~Board ~~and the board~~ of ~~directors~~Directors ofand ~~Goldenwell~~Stockholders ~~Biotech Inc.~~of

Goldenwell Biotech, Inc.

Opinion on the Financial Statements

We have audited the accompanying ~~consolidated~~ balance sheets of Goldenwell Biotech, Inc. (the “Company”) as of December 31, ~~2023~~2024 and ~~2022~~2023, the related statements of operations, changes in stockholders'’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for the years then ended, in conformity with ~~accounting~~the ~~principles~~U.S. generally accepted accounting principles in the United States of America.

~~Substantial Doubt about the Company’s Ability to Continue as a~~ Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As ~~discussed~~described in Note 2 to the financial statements, the Company’s ~~significant~~has ~~operating~~incurred recurring losses from operations, has minimal operations, and needs additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about ~~its~~the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 2. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company'’s financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("“PCAOB"”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

/SCritical BFAudit ~~Borgers CPA PC~~Matters

BFCritical ~~Borgers~~audit ~~CPA~~matters PCare matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (~~PCAOB~~1) IDrelate ~~5041~~to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

~~We have served as the Company'~~/s/ KCCW ~~auditor~~Accountancy ~~since 2021~~Corp.

~~Lakewood,~~We COhave served as the Company’s auditor since 2025.

~~April~~Diamond 11Bar, ~~2024~~California

May 14, 2025

F-2

Table of Contents

GOLDENWELL BIOTECH INC BALANCE SHEETS

BALANCE SHEET

	December 31, 2024			December 31, 2023
ASSETS

CURRENT ASSETS
Cash	$	49,404		$	53,231
Inventory		174,788			174,863
TOTAL ASSETS	$	224,192		$	228,094

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Unearned revenue	$	1,860		$	1,914

NON-CURRENT LIABILITIES
Due to related party		95,588			95,588
Long-term liabilities		189,250			70,000
Discount on long-term liabilities		(15,265	)		(23,665	)
TOTAL LIABILITIES		271,433			143,837

STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.0001 par value, 300,000,000 shares authorized, 99,000,000 issued and outstanding at December 31, 2024 and 2023		9,900			9,900
Additional paid-in capital		1,302,504			1,302,504
Accumulated deficit		(1,359,645	)		(1,228,147	)
Total stockholders' equity (deficit)		(47,241	)		84,257

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	224,192		$	228,094

(Unaudited)

ASSETS	December 31, 2023			December 31, 2022
CURRENT ASSETS
Cash		53,231			45,996
Accounts Receivable
Inventory (related party transaction)		174,825			176,058
NONCURRENT ASSETS
Right of Use Assets		0			26,346
TOTAL ASSETS		228,057			248,400
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable
Lease Liability		0			25,372
Unearned Revenue		1,410			1,410
LONG-TERM LIABILITIES		165,588			20,000
Less Discount on Long-term Liabilities		(23,665	)
TOTAL LIABILITIES		143,334			46,782
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 300,000,000 shares authorized, 99,000,000 issued and outstanding at December 31, 2022 99,000,000 issued and outstanding at December 31, 2023		9,900			9,900
Additional paid-in capital		1,302,504			1,302,504
Retained earnings		(1,227,681	)		(1,110,786	)
Total stockholders' equity		84,723			201,618
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		228,057			248,400

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

F-3

Table of Contents

GOLDENWELL BIOTECH INC STATEMENTS OF OPERATIONS

STATEMENT OF OPERATIONS

	For the Year Ended December 31,
	2024			2023

Revenue	$	139		$	1,836
Cost of revenues		(75	)		(1,170	)

Gross profit		64			666

Operating expenses
General and administrative		(123,162	)		(116,492	)
Total operating expenses		(123,162	)		(116,492	)

Loss from operations		(123,098	)		(115,826	)

Other Income and Expenses
Interest expense		(8,400	)		(1,535	)

Loss before income taxes		(131,498	)		(117,361	)

Income tax provision		-			-

Net loss	$	(131,498	)	$	(117,361	)

Loss per share - basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average number of shares outstanding - basic and diluted		99,000,000			99,000,000

(Unaudited)

	Three Months Ended on						Twelve Months Ended on
	31-Dec-23			31-Dec-22			31-Dec-23			31-Dec-22
REVENUE
Sales		260						2,340			47,800
COST OF REVENUES		(187	)					(1,232	)		(22,614	)
GROSS PROFIT		73			0			1,108			25,186
OPERATING EXPENSES
General and administrative		(20,872	)		(920,332	)		(118,003	)		(1,010,291	)
Total operating expenses		(20,872	)		(920,332	)		(118,003	)		(1,010,291	)
Operation Income		(20,799	)		(920,332	)		(116,895	)		(985,105	)
Other Income and Expenses
Other income					0						8
Income tax provision
NET LOSS		(20,799	)		(920,332	)		(116,895	)		(985,097	)
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.

F-4

Table of Contents

GOLDENWELL BIOTECH INC STATEMENTS OF CASH FLOWS

STATEMENT OF CASH FLOWS

	For the Year Ended on December 31
	2024			2023
Cash Flows from Operating Activities:

Net loss	$	(131,498	)	$	(117,361	)

Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash interest expense		8,400			1,535
Changes in operating assets and liabilities:
Change in inventory		75			1,195
Change in right of use asset		-			26,346
Unearned revenue		(54	)		504
Change in lease liability		-			(25,372	)
Net Cash used in Operating Activities		(123,077	)		(113,153	)

Cash flows from Financing Activities:
Proceeds from long-term loans		119,250			70,000
Discount on long-term loan		-			(25,200	)
Proceeds from related party		-			75,588
Net Cash provided by Financing Activities		119,250			120,388

Net change in cash		(3,827	)		7,235
Cash at beginning of period		53,231			45,996
Cash at end of period	$	49,404		$	53,231

Supplemental Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

(unaudited)

	For the Twelve Months Ended on December 31
	2023			2022
Cash Flows from Operating Activities:
Net Loss		(116,895	)		(985,097	)
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		1,232			22,613
Change in right of use asset		26,346			22,406
Changed in operating liabilities
Change in Accounts Payable					(111,488	)
Unearned Revenue					1,410
Change in Lease liability		(25,372	)		(22,407	)
Net Cash used in Operating Activities		(114,689	)		(1,072,560	)
Cash flows from Financing Activities:
Proceeds from long-term loan		145,588			20,000
Discount on Long-term loan		(23,665	)
Proceeds from issuance of common stock					300
Additional paid-capital					884,700
Stock subscription receivable
Net Cash provided by Financing Activities		121,924			905,000
Net change in cash		7,235			(167,560	)
Cash at beginning of period		45,996			213,556
Cash at end of period		53,231			45,996

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

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GOLDENWELL BIOTECH INC STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance - December 31, 2022		99,000,000	$	9,900	$	1,302,504	$	(1,110,786	)	$	201,618
Net loss		-		-		-		(117,361	)		(117,361	)
Balance - December 31, 2023		99,000,000		9,900		1,302,504		(1,228,147	)		84,257
Net loss		-		-		-		(131,498	)		(131,498	)
Balance - December 31, 2024		99,000,000	$	9,900	$	1,302,504	$	(1,359,645	)	$	(47,241	)

FOR THE QUARTER ENDED December 31, 2023

(Unaudited)

					Additional
	Common Stock				Paid-In		Subscription		Accumulated
	Shares		Amount		Capital		Receivable		Deficit			Total
Balance - December 31, 2022		99,000,000		9,900		1,302,504				(1,110,786	)		201,618
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										(33,606	)		(33,606	)
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

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

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GOLDENWELL BIOTECH INC

NOTES TO FINANCIAL STATEMENTS

December 31, 2023

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 ~~581~~7316 ~~Boston~~Capilano ~~Mills~~Dr. ~~Road~~Solon, ~~Suite 300, Hudson,~~ Ohio ~~44236~~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~~deficit ~~loss~~ of $1,~~227~~359,~~681~~645 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 financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. 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. Management’s plans include financing from the Company's existing shareholders and private placements of its securities. No assurance can be given that the Company will be successful in these efforts.

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).

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.

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.

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Revenue Recognition

Revenue from sale of goods under Topic 606 is recognized in a manner that reasonably reflects the delivery of the Company’s products to customers in return for expected consideration and includes the following elements:

	●	executed contract(s) with customers that the Company believes is legally enforceable;
	●	identification of performance obligation in the respective contract;
	●	determination of the transaction price for each performance obligation in the respective contract;
	●	allocation of the transaction price to each performance obligation; and
	●	recognition of revenue only when the Company satisfies each performance obligation.

The Company recognizes the amount of revenue when the Company satisfies a performance obligation to which it expects to be entitled for the transfer of promised goods to customers.

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 December 31, 2024 and 2023, 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 – ~~LEASE~~LONG-TERM ~~ACCOUNTING~~ LOAN

~~Effective~~In ~~January~~October 152023, ~~2021,~~ the Company ~~entered~~obtained ~~into~~an aunsecured ~~3-year~~loan ~~lease~~from ~~for~~a ~~corporate~~third ~~office which requires 36 monthly payments of $1~~party,~~949.25,~~ ~~payable~~Megalight ~~at the beginning of each monthly rental period~~Inc. The ~~lease~~repayment term is ~~classified~~3 asyears, anand ~~operating lease as~~ the ~~lease~~total ~~does~~repayment ~~not~~amount ~~transfer~~at ~~ownership~~maturity ofis ~~the~~$70,000. ~~underlying~~During ~~asset at~~ the ~~end~~year ofended ~~the~~December ~~lease term~~31, ~~there~~2024 isand ~~no purchase option~~2023, the ~~lease~~Company ~~terms~~recorded isinterest ~~not~~expense ~~for~~in the ~~major~~amount ~~part~~ of ~~the remaining economic life of the asset~~$8,400 and ~~the~~$1,535, ~~present~~respectively. ~~value~~As of ~~future~~December ~~lease~~31, ~~payments~~2024 ~~does~~and ~~not~~2023, ~~exceed substantially all of~~ the ~~fair~~net ~~value~~carrying amount of the ~~underlying~~loan ~~asset. Accordingly,~~was ~~at commencement~~$54,735 ~~the Company recognized a right of use asset~~ and ~~a lease liability based upon the present value of lease payments not yet paid~~$46,335, ~~discounted using the discount rate for the lease at lease commencement~~respectively.

~~The~~In ~~company~~May ~~classifies~~2024, the ~~right-of-use~~Company ~~asset~~borrowed as$49,250 ~~non-current~~from ~~for~~ the ~~entire~~same ~~lease~~third ~~term~~party. The ~~company~~loan ~~classifies the portion of the liability due within one year or the operating cycle, whichever~~ is ~~longer~~unsecured, ~~with~~non-interest ~~current~~bearing ~~liability,~~ and ~~the~~is ~~rest~~due ~~with~~in ~~noncurrent~~May ~~liability~~2027.

~~The~~In ~~interest~~October ~~rate~~2024, ~~implicit in~~ the ~~lease~~Company isborrowed ~~not~~$70,000 ~~readily determinable and management estimated its incremental borrowing rate to be 2% by referencing the information~~ from the ~~current~~same ~~lending~~third ~~market~~party. ~~and~~The ~~the~~loan ~~costs~~is ofunsecured, ~~borrowing~~non-interest ~~disclosed~~bearing byand ~~some~~is ~~guideline~~due ~~public~~in ~~companies.~~October 2027.

OnAs of December 31, ~~2022,~~2024 ~~the~~and ~~company~~2023, ~~reached an agreement with~~ the ~~lessor~~Company torecorded ~~terminate~~$173,985 ~~the~~and ~~lease. No early termination fee was charged. Undiscounted cash flows on an annual basis related to this lease was~~ $2546,~~372~~335, byrespectively, ~~December~~in ~~31,~~long-term ~~2022~~loans.

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NOTE 5 – RELATED PARTY TRANSACTION

OnDuring ~~June~~the 7years ended December 31, ~~2021~~2024 and 2023, the Company ~~purchased~~received ~~inventory~~a loan of $~~103~~0 and $75,~~125~~588 from ~~Australian~~the ~~Trefoil~~Company’s ~~Heath~~CEO ~~Technology~~and Director, ~~which~~respectively. isThe ~~owned~~amount byis Liunsecured, ~~Yang~~non-interest bearing, ~~the~~and ~~Treasurer~~has ofnot ~~the~~been ~~Company.~~formalized ~~The~~by ~~treasurer~~a ~~also~~promissory ~~owns 1,000,000 shares of the Company~~note. ~~This~~The ~~transaction~~related isparty aloan ~~related~~of ~~party~~$20,000 ~~transaction.~~received Onon December 21, 2022, ~~the~~has ~~Company borrowed~~ a ~~long~~five-year term ~~loan~~and ~~from~~remained ~~Shuang~~outstanding ~~Liu,~~as ~~the Chief Executive Officer~~ of ~~the~~December ~~Company. On March 16~~31, ~~2023,~~2024. ~~the~~The ~~Company~~related ~~borrowed~~party aloans ~~long-term~~of ~~loan~~$75,588 ~~from~~received ~~Shuang~~during ~~Liu.~~the Onyear ~~July~~ended 17December 31, 2023, ~~the~~will ~~Company~~mature ~~borrowed~~in athree ~~long-term~~years. ~~loan~~As ~~from~~of ~~Shuang~~December ~~Liu.~~31, On2024 ~~November 1~~ and ~~November 14,~~ 2023, the Company ~~borrowed~~owed a$95,588 ~~long-term~~and ~~loan~~$95,588, ~~from~~respectively, ~~Shuang~~to ~~Liu~~its CEO and Director.

NOTE 6 - INCOME TAXES

The reconciliation of income tax benefit at the U.S. statutory rate of 21% asfor ofthe year ended December 31, ~~2023~~2024 and 2023 to the Company’s effective tax rate is as follows:

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Income tax benefit at statutory rate	$	(2427,~~548~~615	)	$	(~~206~~24,~~870~~646	)
Change in valuation allowance		2427,~~548~~615			~~206~~24,~~870~~646
Income tax expense	$	—-		$	—-

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of December 31, ~~2023~~2024 and 2023 is as follows:

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Net operating loss carry forward	$	~~257~~285,~~813~~527		$	~~233~~257,~~265~~912
Valuation allowance		(~~257~~285,~~813~~527	)		(~~233~~257,~~265~~912	)
Net deferred tax assets	$	—-		$	—-

The Company has approximately $1,~~227~~359,~~681~~645 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years ~~which expire commencing in fiscal 2039~~. 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.

NOTE 7 – STOCKHOLDERS’ EQUITY

Authorized Stock

The Company has authorized 300,000,000 common shares with a par value of $0.0001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

~~On August 20, 2019 the Company issued 41,000,000 shares of common stock to its founders for a subscription amount of $41,000.~~ As of December 31, ~~2019,~~2024 ~~the~~and ~~subscription amount of $41~~2023,~~000~~ ~~has~~the ~~been~~Company ~~paid.~~had Ona ~~August~~total ~~20,~~of ~~2019~~99, ~~the Company issued 39,~~000,000 shares ofissued ~~common~~and ~~stock for a subscription amount of $209,204~~outstanding.

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

On January 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.

On November 9, 2022, the Company issued 3,000,000 shares of common stock for noncash bonus at the market value of $0.295 per share.

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.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and President, who acts as our principal executive officer, and our Secretary, who acts as our principal financial officer, is responsible for our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified under SEC rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and President, and our Secretary, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, ~~2023~~2024. Based on this evaluation, our management concluded that as of December 31, ~~2023~~2024, these disclosure controls and procedures were not effective at the reasonable assurance level. As discussed below, our internal control over financial reporting is an integral part of our disclosure controls and procedures.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

Our Chief Executive Officer and President, who acts as our principal executive officer, and our Secretary, who acts as our principal financial officer, performed an evaluation of our internal control over financial reporting under the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of this assessment, our management, including our Chief Executive Officer and President, and our Secretary, concluded that our internal control over financial reporting was not effective as of December 31, ~~2023~~2024, based on such criteria. Deficiencies existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (ii) inadequate segregation of duties consistent with control objectives. Management believes that the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Auditor’s Report on Internal Control over Financial Reporting

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.

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Changes in Internal Controls over Financial Reporting

In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter and since the year ended December 31, ~~2023~~2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Controls

The effectiveness of any system of internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting can only provide reasonable, not absolute, assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure that such improvements will be sufficient to provide us with effective internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person, and the year such director or officer commenced serving in such capacity:

Name	Age	Positions
Shuang Liu	4647	President, Chief Executive Officer, and Director
Hua Xie	5455	Secretary, and Director
Li Yang	5556	Treasurer, and Director

Shuang Liu

President and Chief Executive Officer, and director

Shuang Liu has served as our President and Chief Executive Officer, and a director, since August 20, 2019. Mr. Liu is our principal accounting officer and principal financial officer. Since December 2012, Mr. Shuang has been the Chairman of the Board of Jilin Jinziyuan Biotech Co., Ltd., a nutraceutical and dietary supplements company, located in China. Between 2013 and 2015, Mr. Shuang attended Jilin University, in China, where he majored in economic law. Mr. Liu’s entrepreneurial desire evidenced by his ideas which led to the establishment of our business, and his experience in developing the products we market and sell, led to our conclusion that he should be serving as a member of our Board of Directors in light of our business and structure.

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Hua Xie

Secretary and Director

Hua Xie has served as our Secretary and a director since August 20, 2019. Ms. Hua is a co-founder and has served as Chief Operating Officer of MegaGrow Electronics Inc, a grow light products company located in Hudson, Ohio. From 2014 until 2018, Ms. Hua owned and operated Zx International LLC, located in Ohio, which exported aluminum and other scrap to China. From 2006 until 2014, Ms. Hua was a Senior Financial Reporting Analyst Dealer Tire LLC, in Cleveland, Ohio, where she performed analysis and generated monthly management reports on margin, expenses, balance sheets, key indicators, gross profit trends that were distributed to CFO, partners and directors of the company. From 2000 until 2006, Ms. Hua was a compliance analyst in the Retirement Plan Services division at Charles Schwab Corp., in Richfield, Ohio., where she, among other things, completed and reviewed Schwab plan compliance testing and reporting for qualified plans, which included ADP/ACP discrimination testing, coverage testing, and top heavy testing. Ms. Hua holds a B.S. in Accounting from the University of Maryland, in College Park, Maryland, and holds a M.S. in Software Engineering from the University of Akron, in Akron, Ohio. Ms. Hua’s experience in finance and accounting led to our conclusion that she should be serving as a member of our Board of Directors in light of our business and structure.

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Li Yang

Treasurer and Director

Li Yang has served as our Treasurer and a director since August 20, 2019. Since 2017, Mr. Yang has served as Chief Executive Officer of Australian Trefoil Health and Technologies Pty. Ltd., a company located in Australia. From 2011 until 2015, Mr. Yang was the Research ~~Co-ordinator~~Coordinator of the Mental Health and Drug Alcohol Service, Northern Sydney Local Health District, Australia. From 2007 until 2010, Mr. Yang was a Product Development Manager of Henan Sino-American Biotechnology Company, located in China, where he performed marketing research and analysis for biotechnology products, product promotional planning and sales forecasting, and participated in establishing marketing strategies and sale networks. From 2004 until 2006, Mr. Yang was a Lecturer of Biotechnology Zhengzhou Pasturage Engineering College, located in Henan Province, China. From 2001 to 2004, Mr. Yang was a Research Officer of Northcote Neuroscience Laboratory, at ANZAC Research Institute, Concord Hospital Sydney, Australia. From 1998 until 2000, Mr. Yang was a Research and Development Officer at Australian Genetics and Chemical Technological Pty. Ltd.. in Australia. In January 1996, Mr. Yang obtained his Master degree of Biotechnology in University of NSW, in Sydney, Australia. In July 1992, Mr Yang obtained his Bachelor of Medicine degree at the Xi’an Medical University, in Xi’an, China. Mr. Yang’s experience in health and health-related research led to our conclusion that he should be serving as a member of our Board of Directors in light of our business and structure.

Director Qualifications

We believe that our directors should have the highest professional and personal ethics and values, consistent with our values and standards. They should have broad experience at the policy-making level in business or banking. They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties for us. Each director must represent the interests of all stockholders. When considering potential director candidates, the Board also considers the candidate’s character, judgment, diversity, age and skills, including financial literacy and experience in the context of our needs and the needs of the Board.

Term of Office

All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than one member. Officers are elected by and serve at the discretion of the Board of Directors.

Director Independence

Our board of directors is currently composed of three members, none of whom qualifies as an independent director in accordance with the published listing requirements of the ~~NASDAQ~~Nasdaq Global Market. The ~~NASDAQ~~Nasdaq independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the ~~NASDAQ~~Nasdaq rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

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Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

	·	Any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
		Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	·	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;
	·	Being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
	·	Being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
	·	Being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Significant Employees and Consultants

As of December 31, ~~2023~~2024, the Company has no significant employees. The Company is managed by our three officers and directors.

Audit Committee and Conflicts of Interest

Since we do not have an audit, compensation or governance and nominating committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The board of directors has not established an audit committee and does not have an audit committee financial expert, nor has the board of directors established a nominating committee. The board of directors is of the opinion that such committees are not necessary since the Company is an early stage company and has only one director, and to date, such director has been performing the functions of such committees. Thus, there is a potential conflict of interest in that our sole director and officer has the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

Family Relationships

There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

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Stockholder Communications With the Board Ofof Directors

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our board of directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the board of directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our board of directors will continue to monitor whether it would be appropriate to adopt such a process.

Code of Ethics

The Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

Employment Agreements

We have no employment agreements with any of our directors.

Indemnification Agreements

We have no indemnification agreements with our officers, directors or any other person.

ITEM 11. EXECUTIVE COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our President and all other executive officers (collectively, the “Named Executive Officers”) in the fiscal years ended December 31, ~~2023~~2024 and ~~2022~~2023:

SUMMARY COMPENSATION TABLE

The table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities to us for the fiscal periods indicated.

Name andPrincipalPosition	Year	Salary ($)		Bonus($)		StockAwards ($)		OptionAwards ($)		Non-EquityIncentivePlanCompensation($)		NonqualifiedDeferredCompensation($)		All OtherCompensation($)		Total ($)
Shuang Liu (1)	~~2023~~2024		0		0		0		0		0		0		0		0
	2022		0		0		0		0		0		0		0		0
	2023		0		0		0		0		0		0		0		0
Hua Xie (2)	~~2023~~2024		0		0		0		0		0		0		044,174		044,174
	2022		0		0		0		0		0		0		0		0
	2023		0		0		0		0		0		0		42,448		42,448
Li Yang (3)	~~2023~~2024		0		0		0		0		0		0		0		0
	2022		0		0		0		0		0		0		0		0
	2023		0		0		0		0		0		0		0		0

___________

(1) Appointed President and Chief Executive Officer, and served as director since August 20, 2019.

(2) Appointed Secretary and director on August 20, 2019.

(3) Appointed Treasurer and director on August 20, 2019.

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Employment Contracts, Termination of Employment, Change-in-Control Arrangements

The Company has no employment agreements with its officers or any significant employee and did not enter into any employment contracts, termination of employment, or change-in-control arrangements during the year ended December 31, ~~2023~~2024.

Option Exercises and Fiscal Year-End Option Value Table.

There were no stock options exercised by the named executive officers as of the end of the fiscal period ended December 31, ~~2023~~2024.

Long-Term Incentive Plans and Awards

There were no awards made to a named executive officer, under any long-term incentive plan, as of the end of the fiscal period ended December 31, ~~2023~~2024.

We currently do not pay any compensation to our directors serving on our board of directors.

STOCK OPTION GRANTS

The following table sets forth stock option grants and compensation or the fiscal year ended December 31, ~~2023~~2024:

	Option Awards										Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Shuang Liu (1)		-0-		-0-		-0-	$	-0-		N/A		-0-		-0-		-0-		-0-

Hua Xie (2)		-0-		-0-		-0-	$	-0-		N/A		-0-		-0-		-0-		-0-

Li Yang (3)		-0-		-0-		-0-	$	-0-		N/A		-0-		-0-		-0-		-0-

_____________

(1) Appointed President and Chief Executive Officer, and served as director since August 20, 2019.

(2) Appointed Secretary and director on August 20, 2019.

(3) Appointed Treasurer and director on August 20, 2019.

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DIRECTOR COMPENSATION

The following table sets forth director compensation or the fiscal year ended December 31, ~~2023~~2024:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Shuang Liu (1)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Hua Xie (2)		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Li Yang (3)		-0-		-0-		-0-		-0-		-0-		-0-		-0-

______________

(1) Appointed President and Chief Executive Officer, and served as director since August 20, 2019.

(2) Appointed Secretary and director on August 20, 2019.

(3) Appointed Treasurer and director on August 20, 2019.

We currently do not pay any compensation to our directors for serving on our board of directors.

Narrative to Director Compensation Table

The following is a narrative discussion of the material information that we believe is necessary to understand the information disclosed in the previous table.

No director receives compensation solely in his or her capacity as a director of the Company. All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

Director Compensation Policy

The board of directors adopted a Director Compensation Policy (the “Director Compensation Policy”) as set forth below.

This policy sets forth compensation payable to each non-employee member of the board of directors.

Non-employee members of the board of directors of Company shall be eligible to receive cash and equity compensation as set forth in this Director Compensation Policy. The cash compensation and stock awards described in this Director Compensation Policy shall be paid or be made, as applicable, automatically and without further action of the board of directors, to each member of the board of directors who is not an employee of the Company or any parent or subsidiary of the Company (each, an “Independent Director”) who may be eligible to receive such cash compensation or stock awards, unless such Independent Director declines the receipt of such cash compensation or stock awards by written notice to the Chairman of the Board.

This Director Compensation Policy shall remain in effect until it is revised or rescinded by further action of the board of directors. The terms and conditions of this Director Compensation Policy shall supersede any prior cash or equity compensation arrangements between the Company and its directors.

Compensation Clawback Policy

The board of directors believes that it is in the best interest of the Company and its stockholders to create and maintain a culture of that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The board of directors has therefore adopted a compensation recoupment policy, which provides for the recovery of erroneously awarded incentive compensation from the Company’s executive officers in the event of a triggering event, which compensation recoupment policy has been filed as an exhibit to this Annual Report.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists, as of ~~June~~April 1915, ~~2022~~2025, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 99,000,000 shares of our common stock issued and outstanding as March 27, ~~2023~~2025. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

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Title of Class	Name and Address of Beneficial Owner (2)	Amount and Nature of Beneficial Ownership		Percent of Common Stock (1)

Common Stock	Shuang Liu (3)		41,000,000		41.4	%
Common Stock	Hua Xie (4)		5,000,000		5.0	%
Common Stock	Li Yang (5)		10,000,000		10.1	%
Common Stock	James Wang		7,000,000		7.0	%
All directors and executive officers as a group (3 persons)			60,000,000		63.5	%

______________

(1)	Calculated based on 99,000,000 shares of common stock issued and outstanding on ~~March~~April 1915, ~~2020~~2025.
(2)	Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, at the address of: 581 Boston Mills Road, Suite 300, Hudson, Ohio 44236.
(3)	Appointed President and Chief Executive Officer, and served as director since August 20, 2019.
(4)	Appointed Secretary and director on August 20, 2019.
(5)	Appointed Treasurer and director on August 20, 2019.

Related Party Transactions

Except as disclosed below, during the past fiscal year, there have been no transactions, whether directly or indirectly, between us and any of our respective officers, directors, beneficial owners of more than 5.0% of our outstanding common stock or their family members, that exceeded the lesser of $120,000 million or 1.0% of the average of our total assets at year-end for the last completed fiscal year.

For the years ended 2024 and 2023, Shuang Lie, our President and Chief Executive Officer, and a director, loaned $0 and $95,588, respectively, to the Company. Such loans bear no interest and are unsecured.

Director Independence

Our board of directors is currently composed of three members, none of whom qualifies as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Our board of directors has not separately designated and standing committees. Accordingly, the duties customarily performed by an audit committee, compensation committee, and governance and nominating committee are performed by our board of directors.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

For the year ended December 31, ~~2023~~2024 and ~~2022~~2023, the total fees charged to the company for audit services, including quarterly reviews, were $2330,500 and $2120,~~000~~500, respectively, for ~~audit-related~~accounting services were $05,450 and $04,500, respectively, and for tax services and other services were $01,500 and $0, respectively.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.

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.*
97.1		Executive Compensation Clawback Policy
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).*+

_______________

(1)	Incorporated by reference to Registration Statement on Form S-1 (File No. 333-236561), filed with the Securities and Exchange Commission on February 21, 2020.

*~~Filed~~Furnished, ~~herewith~~not filed.

+ XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

ITEM 16. FORM 10-K SUMMARY

None.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GOLDENWELL BIOTECH, INC.
Date: April 11, 2024	By:	/s/ Shuang Liu
Date: May 14, 2025	By:	/s/ Shuang Liu
	Name:	Shuang Liu
	Title:	Chief Executive Officer (principal executive officer)

Date: April 11, 2024	By:	/s/ Hua Xie
Date: May 14, 2025	By:	/s/ Hua Xie
	Name:	Hua Xie
	Title:	Secretary(principal financial officer and principal accounting officer)

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Shuang Liu and Hua Xie, and each of them, as his true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this Annual Report on Form 10-K of Goldenwell Biotech, Inc. for the fiscal year ended December 31, ~~2023~~2024, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents, or his substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Power of Attorney has been signed by the following persons in the capacities and on the dates stated.

Date: April 11, 2024	By:	/s/ Shuang Liu
Date: May 14, 2025	By:	/s/ Shuang Liu
	Name:	Shuang Liu
	Title:	Chief Executive Officer, President, and Director (principal executive officer) (principal executive officer)
Date: April 11, 2024	By:	/s/ Hua Xie
Date: May 14, 2025	By:	/s/ Hua Xie
	Name:	Hua Xie
	Title:	Secretary and Director (principal financial officer and principal accounting officer)
Date: April 11, 2024	By:	/s/ Yang Li
Date: May 14, 2025	By:	/s/ Yang Li
	Name:	Yang Li
	Title:	Treasurer and Director

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