UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended ~~June~~September 30, 2025

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

For the transition period from ____________ to ___________

Commission File No. 000-56275

~~GOLDENWELL~~Goldenwell ~~BIOTECH~~Biotech, ~~INC~~Inc. (Exact name of registrant as specified in its charter)

Nevada

84-2896086

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

~~7316~~581 ~~Capilano~~Boston ~~Dr.~~Mills Road, Suite 300

~~Solon~~Hudson, Ohio ~~44139~~44087

(Address of principal executive offices, zip code)

(440) 666-7999

(Registrant’s telephone number, including area code)

~~___________________________________________________________~~____________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

As of December ~~September 11~~5, 2025, there were 99,000,000 shares of common stock, $0.001 par value per share, outstanding.

GOLDENWELL BIOTECH, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2025

INDEX

Index		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
	Balance Sheet as of June 30, 2025 (unaudited) and December 31, 2024.	4
	Balance Sheet as of September 30, 2025 (unaudited) and December 31, 2024.		4
	Statement of Operations for the Six Months ended June 30, 2025 and 2024 (unaudited)	5
	Statement of Operations for the Nine Months ended September 30, 2025 and 2024 (unaudited)		5
	Statements of Changes Stockholders’ Equity for the Six Months ended June 30, 2025 and the year ended December 31, 2024 (unaudited).	6
	Statements of Changes Stockholders’ Equity for the Nine Months ended September 30, 2025 and the year ended December 31, 2024 (unaudited).		6
	Statement of Cash Flows for the Six Months ended June 30, 2025 and 2024 (unaudited).	7
	Statement of Cash Flows for the Nine Months ended September 30, 2025 and 2024 (unaudited).		8
	Notes to Condensed Financial Statements (unaudited).	8	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	11	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	14	16
Item 4.	Controls and Procedures.	14	16
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	15	17
Item 1A.	Risk Factors.	15	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	15	17
Item 3.	Defaults Upon Senior Securities.	15	17
Item 4.	Mine Safety Disclosures.	15	17
Item 5.	Other Information.	15	17
Item 6.	Exhibits.	16	18
Signatures		17	19

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Goldenwell Biotech, Inc., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things to product demand, market and customer acceptance, competition, pricing, climate change, pandemics, political changes, and development difficulties, as well as general industry and market conditions and growth rates and general economic conditions; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

GOLDENWELL BIOTECH INC ~~BALANCE SHEET (Unaudited)~~

ASSETS	June 30, 2025			December 31, 2024
CURRENT ASSETS
Cash		76,507			49,404
Accounts Receivable		0			0
Inventory (related party transaction)		174,788			174,788
NONCURRENT ASSETS
Right of Use Assets		0			0
TOTAL ASSETS		251,295			224,192
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable		0			0
Lease Liability		0			0
Unearned Sales Revenue		1,860			1,860
Unearned Service Revenue		62,500
Total Current Liabilities		64,360			1,860
NONCURRENT LIABILITIES
Due from the related party		95,588			95,588
Long-term liabilities		189,250			189,250
Less Discount on Long-term Liabilities		(11,065	)		(15,265	)
TOTAL LIABILITIES		338,133			271,433
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 300,000,000 shares authorized, 99,000,000 issued and outstanding at December 31, 2024 99,000,000 issued and outstanding at June 30, 2025		9,900			9,900
Additional paid-in capital		1,302,504			1,302,504
Retained earnings		(1,399,241	)		(1,359,645	)
Total stockholders' equity		(86,838	)		(47,241	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		251,295			224,192

BALANCE SHEET

~~The accompanying notes are an integral part of these financial statements.~~(Unaudited)

4 Table of Contents

	September 30, 2025			December 31, 2024
ASSETS
CURRENT ASSETS
Cash		45,622			49,404
Accounts Receivable		0			0
Inventory (related party transaction)		174,788			174,788

NONCURRENT ASSETS
Right of Use Assets		0			0
TOTAL ASSETS		220,410			224,192

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable		0			0
Lease Liability		0			0
Unearned Sales Revenue		1,860			1,860
Unearned Service Revenue		37,500			0
Total Current Liabilities		39,360			1,860
NONCURRENT LIABILITIES
Due from the related party		95,588			95,588
Long-term liabilities		189,250			189,250
Less Discount on Long-term Liabilities		(8,965	)		(15,265	)
TOTAL LIABILITIES		315,233			271,433

STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 300,000,000 shares authorized, 99,000,000 issued and outstanding at December 31, 2024 99,000,000 issued and outstanding at September 30, 2025		9,900			9,900
Additional paid-in capital		1,302,504			1,302,504
Retained earnings		(1,407,226	)		(1,359,645	)
Total stockholders' equity		(94,823	)		(47,241	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		220,410			224,192

~~GOLDENWELL~~The ~~BIOTECH~~accompanying ~~INC~~notes ~~STATEMENT~~are OFan ~~OPERATIONS~~integral ~~(Unaudited)~~part of these financial statements.

	Three Months Ended on						Six Months Ended on
	30-Jun-25			30-Jun-24			30-Jun-25			30-Jun-24
REVENUE
Sales					139			0			297
Service Revenue		37,500						37,500
COST OF REVENUES		0			(69	)					(148	)
GROSS PROFIT		37,500			70			37,500			149
OPERATING EXPENSES
General and administrative		(40,620	)		(47,890	)		(72,896	)		(76,846	)
Total operating expenses		(40,620	)		(47,890	)		(72,896	)		(76,846	)
Operation Income		(3,120	)		(47,820	)		(35,396	)		(76,697	)
Other Income and Expenses
Interest Expense		(2,100	)		(2,100	)		(4,200	)		(4,200	)
Income tax provision					0						0
NET LOSS		(5,220	)		(49,920	)		(39,596	)		(80,897	)
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

Table of Contents

~~The~~GOLDENWELL ~~accompanying~~BIOTECH ~~notes are an integral part of these financial statements.~~INC

5STATEMENT ~~Table~~OF ~~of Contents~~OPERATIONS

~~GOLDENWELL BIOTECH INC STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE QUARTER ENDED June 30, 2025~~ (Unaudited)

	Three Months Ended on						Six Months Ended on
	Three Months Ended on September 30						Nine Months Ended on September 30
	30-Jun-25			30-Jun-24			30-Jun-25			30-Jun-24
	2025			2024			2025			2024
Stockholders' equity at beginning of Period		(81,648	)		53,280			(47,241	)		84,257
REVENUE
Common Stock
Sales	0				0		0				297
Beginning Balances		1,312,404			1,312,404			1,312,404			1,312,404
Service Revenue		25,000			0			62,500			0
Common stock		0			0			0			0
COST OF REVENUES		0			0			0			(148	)
Additional paid-in capital		0			0			0			0
GROSS PROFIT		25,000			0			62,500			149
Ending balances		1,312,404			1,312,404			1,312,404			1,312,404
OPERATING EXPENSES
Accumulated Deficit
General and administrative		(30,885	)		(20,965	)		(103,781	)		(99,911	)
Beginning Balances		(1,394,021	)		(1,259,124	)		(1,359,645	)		(1,228,147	)
Total operating expenses		(30,885	)		(20,965	)		(103,781	)		(99,911	)
Net loss for the period		(5,220	)		(49,920	)		(39,596	)		(80,897	)
Operation Income		(5,885	)		(20,965	)		(41,281	)		(99,762	)
Dividends declared		0			0			0			0
Other Income and Expenses
Ending balances		(1,399,241	)		(1,309,044	)		(1,399,241	)		(1,309,044	)
Interest Expense		(2,100	)		(2,100	)		(6,300	)		(4,200	)
Stockholders' equity at end of Period		(86,838	)		3,360			(86,838	)		3,360
Income tax provision		0			0			0			0
NET LOSS		(7,985	)		(23,065	)		(47,581	)		(103,962	)
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.

65 Table of Contents

GOLDENWELL BIOTECH INC STATEMENT OF ~~CASH~~CHANGES ~~FLOWS~~IN STOCKHOLDERS' EQUITY FOR THE QUARTER ENDED September 30, 2024 (~~unaudited~~Unaudited)

	For the Three Months Ended on June 30						For the Six Months Ended on June 30
							Additional
	2025			2024			2025			2024
	Common Stock						Paid-In			Subscription			Accumulated
Cash Flows from Operating Activities:
	Shares			Amount			Capital			Receivable			Deficit			Total
Net Loss		(5,220	)		(49,920	)		(39,596	)		(80,897	)
Balance - January 1, 2024		9,900,000			9,900			1,302,504						(1,227,681	)		84,723
Non-cash interest expense		2,100			2,100			4,200			4,200
Cash receipt from stock subscription receivable											-
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for cash $0.001 stock price
Changes in operating assets
Shares issued for cash $0.01 stock price
Change in Accounts Receivable		0			0			0			0
Net loss for the period														(30,977	)		(30,977	)
Change in inventory deposit		0			0			0			0
Balance - March 31, 2024		9,900,000			9,900			1,302,504						(1,258,658	)		53,746
Change in inventory					69						148
Cash receipt from stock subscription receivable											-
Change in right of use asset		0			0			0			0
Shares issued for cash $0.001 stock price
Changed in operating liabilities
Shares issued for cash $0.01 stock price
Change in Accounts Payable		0			0			0			0
Net loss for the period														(49,920	)		(49,920	)
Unearned Sales Revenue											(212	)
Balance - June 30, 2024		9,900,000			9,900			1,302,504						(1,308,578	)		3,826
Unearned Service Revenue		62,500						62,500
Cash receipt from stock subscription receivable											-
Change in Lease liability		0			0			0			0
Shares issued for cash $0.001 stock price
Net Cash used in Operating Activities		59,380			(47,751	)		27,104			(76,761	)
Shares issued for cash $0.01 stock price
Cash flows from Financing Activities:
Net loss for the period														(23,065	)		(23,065	)
Proceeds from long-term loan					49250						49250
Balance - September 30, 2024		9,900,000			9,900			1,302,504						(1,331,643	)		(19,239	)
Discount on Long-term loan		0			0			0			0
Proceeds from issuance of common stock		0			0			0			0
Additional paid-capital		0			0			0			0
Stock subscription receivable		0			0			0			0
Net Cash provided by Financing Activities		0			49,250			0			49,250
Net change in cash		59,380			1,499			27,104			(27,511	)
Cash at beginning of period		17,127			24,221			49,404			53,231
Cash at end of period		76,507			25,720			76,507			25,720

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

76 Table of Contents

GOLDENWELL BIOTECH INC STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE QUARTER ENDED September 30, 2025 (Unaudited)

NOTES TO FINANCIAL STATEMENTS

Additional

Common Stock

Paid-In

Subscription

Accumulated

Shares

Amount

Capital

Receivable

Deficit

Total

Balance - January 1, 2025

9,900,000

9,900

1,302,504

(1,359,645

)

(47,241

)

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

(34,376

)

(34,376

)

Balance - March 31, 2025

9,900,000

9,900

1,302,504

(1,394,021

)

(81,618

)

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

(5,220

)

(5,220

)

Balance - June 30, 2025

9,900,000

9,900

1,302,504

(1,399,241

)

(86,838

)

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

(7,985

)

(7,985

)

Balance - September 30, 2025

9,900,000

9,900

1,302,504

(1,407,226

)

(94,823

)

~~June~~The ~~30,~~accompanying ~~2025~~notes are an integral part of these financial statements.

~~NOTE~~7 1Table –of ~~ORGANIZATION AND DESCRIPTION OF BUSINESS~~Contents

GOLDENWELL BIOTECH INC. (the “Company”) was incorporated in the State of Nevada on August 20, 2019. The company address is 7316 Capilano Dr. Solon, Ohio 44139. The Company is in the development stage whose purpose is R&D, production and sales health cares and supplements products.

~~NOTE~~STATEMENT 2OF -CASH ~~GOING CONCERN~~ FLOWS

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained an accumulated net loss of $1,399,241 since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts.(unaudited)

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.

	For the Nine Months Ended on September 30
	2025			2024
Cash Flows from Operating Activities:

Net Loss		(47,581	)		(103,962	)
Non-cash interest expense		6,300			6,300
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets
Change in Accounts Receivable		0			0
Change in inventory deposit		0			0
Change in inventory		0			148
Change in right of use asset		0			0
Changed in operating liabilities
Change in Accounts Payable		0			0
Unearned Sales Revenue		0			(212	)
Unearned Service Revenue		37,500			0
Change in Lease liability		0			0
Net Cash used in Operating Activities		(3,781	)		(97,726	)

Cash flows from Financing Activities:
Proceeds from long-term loan		0			49,250
Discount on Long-term loan		0			0
Proceeds from issuance of common stock		0			0
Additional paid-capital		0			0
Stock subscription receivable		0			0
Net Cash provided by Financing Activities		0			49,250

Net change in cash		(3,781	)		(48,476	)
Cash at beginning of period		49,404			53,231
Cash at end of period		45,622			4,755

~~NOTE~~The 3accompanying -notes ~~SUMMARY~~are OFan ~~SIGNIFICANT~~integral ~~ACCOUNTING~~part ~~POLICIES~~of these financial statements.

~~Basis~~8 Table of ~~Presentation and Preparation~~Contents

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

~~The~~NOTES ~~results~~TO ~~for~~FINANCIAL ~~the~~STATEMENTS three months ended June 30, 2025 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended December 31, 2025, filed with the Securities and Exchange Commission.

~~The~~September accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2025 ~~and for the related periods presented.~~

~~Use~~NOTE of1 ~~estimates~~– ORGANIZATION AND DESCRIPTION OF BUSINESS

~~The~~GOLDENWELL ~~preparation~~BIOTECH ofINC. ~~financial~~(the ~~statements~~“Company”) inwas ~~conformity~~incorporated ~~with~~in ~~GAAP~~the ~~requires~~State ~~management~~of toNevada ~~make~~on ~~estimates~~August ~~and~~20, ~~assumptions~~2019. ~~that~~The ~~affect~~company ~~the~~address ~~reported~~is ~~amounts~~7316 ofCapilano ~~assets~~Dr. ~~and~~Solon, ~~liabilities~~Ohio ~~and~~44139. ~~disclosure~~The ofCompany ~~contingent~~is ~~assets~~in ~~and~~the ~~liabilities~~development atstage ~~the~~whose ~~date~~purpose ofis ~~the~~R&D, ~~financial~~production ~~statements~~ and ~~the~~sales ~~reported~~health ~~amount~~cares ~~of revenues~~ and ~~expenses~~supplements ~~during the reporting period~~products. ~~Actual results could differ from those estimates.~~

~~Start~~NOTE 2 -Up ~~Costs~~GOING CONCERN

InThe ~~accordance~~accompanying ~~with~~financial ~~ASC~~statements ~~720,~~have ~~“Start-up~~been ~~Costs”~~prepared on a going concern basis, which contemplates the ~~Company~~realization ~~expenses~~of ~~all~~assets ~~costs~~and ~~incurred~~the satisfaction of liabilities in ~~connection~~the ~~with~~normal course of business. The Company has sustained an accumulated net loss of $1,407,226 since its inception. These factors, among others, raise substantial doubt about the ~~start-up~~ability ~~and~~of ~~organization~~the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts.

8The ~~Table~~financial statements do not include any adjustments relating to the recoverability and classification of ~~Contents~~recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

~~Cash~~NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Cash~~Basis ~~includes cash in banks, money market funds, and certificates~~ of ~~term~~Presentation ~~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.~~ Preparation

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

The ~~Company’s~~results ~~inventories~~for ~~include~~the ~~Goldenwell~~three ~~DNA~~months ~~Repair~~ended September 30, ~~which~~2025 are ~~stated~~not atnecessarily ~~average~~indicative ~~cost,~~of ~~subject to~~ the ~~lower~~results of ~~cost~~operations orfor ~~market~~the ~~value~~full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

~~Income~~The ~~Taxes~~accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2025 and for the related periods presented.

~~The~~Use 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 March 31, 2025, the Company did not have any amounts recorded pertaining to uncertain tax positions. estimates

~~Fair~~The ~~Value~~preparation ~~Measurements~~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.

~~The~~9 ~~Company~~Table ~~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.Contents

~~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~~Start-~~term~~Up ~~nature of these instruments.~~ Costs

~~ASC~~In ~~820~~accordance ~~defines~~with ~~fair~~ASC ~~value~~720, as“Start-up ~~the~~Costs”, ~~exchange price that would be received for an asset or paid to transfer a liability (an exit price) in~~ the ~~principal~~Company orexpenses ~~most~~all ~~advantageous~~costs ~~market~~incurred ~~for the asset or liability~~ in anconnection ~~orderly~~with ~~transaction between market participants on~~ the ~~measurement~~start-up ~~date.~~and ~~ASC~~organization ~~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~~Company. ~~ASC 820 describes three levels of inputs that may be used to measure fair value:~~

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

~~Level~~Cash 2includes —cash ~~quoted~~in ~~prices~~banks, ~~for~~money ~~similar~~market ~~assets~~funds, and ~~liabilities~~certificates inof ~~active~~term ~~markets~~deposits orwith ~~inputs~~maturities ~~that~~of less than three months from inception, which are ~~observable~~readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

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

The Company’s ~~has~~inventories noinclude ~~assets~~Goldenwell orDNA ~~liabilities~~Repair, ~~valued~~which are stated at ~~fair~~average ~~value~~cost, onsubject ato ~~recurring~~the ~~basis~~lower of cost or market value.

~~Note~~Income ~~4 – RELATED PARTY TRANSACTION~~Taxes

OnThe ~~June~~Company 7,accounts ~~2021,~~for ~~the~~income ~~Company~~taxes ~~purchased~~using ~~inventory~~the ofasset ~~$103,125~~and ~~from~~liability ~~Australian~~method ~~Trefoil~~in ~~Heath~~accordance ~~Technology~~with ASC 740, ~~which~~“Accounting isfor ~~owned~~Income byTaxes”. ~~Li,~~The ~~Yang,~~asset ~~the~~and ~~Treasurer~~liability ofmethod ~~the~~provides ~~Company.~~that ~~The~~deferred ~~treasurer~~tax ~~also~~assets ~~owns~~and ~~1,000,000~~liabilities ~~shares~~are ofrecognized for the ~~Company.~~expected ~~This~~future ~~transaction~~tax isconsequences aof ~~related~~temporary ~~party~~differences ~~transaction.~~between Onthe ~~December~~financial ~~21,~~reporting ~~2022,~~and ~~the~~tax ~~Company~~bases ~~borrowed~~of aassets ~~long-term~~and ~~loan~~liabilities ~~from~~and ~~Shuang~~for ~~Liu,~~operating ~~the~~loss ~~Chief~~and ~~Executive~~tax ~~Officer~~credit ofcarry ~~the Company~~forwards. OnDeferred ~~March~~tax ~~16,~~assets ~~2023,~~and liabilities are measured using the ~~Company~~currently ~~borrowed~~enacted atax ~~long-term~~rates ~~loan~~and ~~from~~laws ~~Shuang~~that ~~Liu.~~will Onbe ~~July~~in ~~17,~~effect ~~2023,~~when the ~~Company~~differences ~~borrowed~~are aexpected ~~long-term~~to ~~loan~~reverse. ~~from~~The ~~Shuang~~Company ~~Liu.~~records Ona ~~November~~valuation 1allowance ~~and~~to ~~November~~reduce ~~14,~~deferred ~~2023,~~tax assets to the ~~Company~~amount ~~borrowed~~that ais ~~long-term~~believed ~~loan~~more ~~from~~likely ~~Shuang~~than ~~Liu.~~not ~~The~~to ~~amount~~be realized. As of ~~loans~~September ~~from~~30, 2025, the ~~related~~Company ~~party~~did ~~was~~not ~~totaled~~have ~~$95,599~~any asamounts ofrecorded ~~June~~pertaining ~~30,~~to ~~2025~~uncertain tax positions.

9Fair ~~Table~~Value ~~of Contents~~Measurements

~~NOTE~~The 5Company -adopted ~~INCOME~~the ~~TAXES~~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 ~~reconciliation~~estimated fair value of ~~income~~certain ~~tax~~financial ~~benefit~~instruments, atincluding ~~the~~cash ~~U.S.~~and ~~statutory~~cash ~~rate~~equivalents ofare ~~21%~~carried asat ofhistorical ~~June~~cost 30basis, ~~2025~~which toapproximates ~~the~~their ~~Company’s~~fair ~~effective~~values ~~tax~~because ~~rate~~of isthe asshort-term ~~follows:~~nature of these instruments.

	June 30, 2025			December 31, 2024
Income tax benefit at statutory rate	$	(1,096	)		(27,597	)
Change in valuation allowance		1,096			27,597
Income tax expense		—			—

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:

~~The~~Level ~~tax~~1 ~~effects~~— ofquoted ~~temporary~~prices ~~differences~~in ~~that~~active ~~give~~markets ~~rise~~for toidentical ~~the Company’s net deferred tax~~ assets asor ~~of June 30, 2025 is as follows:~~liabilities

	June 30, 2025			December 31, 2024
Net operating loss carry forward	$	293,841			285,525
Valuation allowance		(293,841	)		(285,525	)
Net deferred tax assets		—			—

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

~~The~~Level ~~Company~~3 ~~has~~— ~~approximately~~inputs ~~$1,399,241~~that ofare ~~net~~unobservable ~~operating losses~~ (~~“NOL”)~~for ~~carried~~example ~~forward~~cash toflow ~~offset~~modeling ~~taxable~~inputs ~~income,~~based if any, in future years which expire commencing in fiscal 2042. 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.assumptions)

~~NOTE~~The ~~6 – STOCKHOLDERS’~~Company ~~EQUITY~~has no assets or liabilities valued at fair value on a recurring basis.

~~Authorized~~10 ~~Stock~~Table of Contents

~~The~~Note ~~Company~~4 ~~has~~– ~~authorized~~RELATED ~~300,000,000~~PARTY 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.TRANSACTION

On ~~August~~June 207, ~~2019~~2021, the Company ~~issued~~purchased 41inventory of $103,125 from Australian Trefoil Heath Technology, which is owned by Li, Yang, the Treasurer of the Company. The treasurer also owns 1,000,000 shares of ~~common~~the ~~stock~~Company. toThis ~~its~~transaction ~~founders~~is ~~for~~a related party transaction. On December 21, 2022, the Company borrowed a ~~subscription~~long-term ~~amount~~loan offrom ~~$41~~Shuang Liu,~~000.~~ Asthe Chief Executive Officer of ~~December~~the 31Company. On March 16, ~~2019~~2023, the ~~subscription~~Company ~~amount~~borrowed ofa ~~$41,000~~long-term ~~has~~loan ~~been~~from ~~paid~~Shuang Liu. On ~~August~~July 2017, ~~2019~~2023, the Company ~~issued~~borrowed 39a long-term loan from Shuang Liu. On November 1 and November 14,~~000~~ 2023,~~000~~ ~~shares~~the ofCompany ~~common~~borrowed ~~stock~~a ~~for~~long-term aloan ~~subscription~~from Shuang Liu. The amount of loans from the related party was totaled $~~209~~95,~~204.~~588 as of September 30, 2025.

OnNOTE ~~December~~5 1,- ~~2020,~~INCOME ~~the Company issued 11,500,000 shares of common stock for a subscription amount of $79,000.~~ TAXES

OnThe ~~January~~reconciliation ~~11, 2021, the Company issued 2,400,000 shares~~ of ~~common~~income ~~stock~~tax ~~for~~benefit aat ~~subscription~~the ~~amount of $11,400~~U.S. ~~The~~statutory ~~Company~~rate ~~also~~of ~~issued~~21% ~~50,000~~as ~~shares~~ of ~~common~~September ~~stock for noncash bonus. On February 22~~30, ~~2021~~2025, to the Company’s ~~issued~~effective ~~1,600,000~~tax ~~shares~~rate ~~of common stock for a subscription amount of $80,000. There~~ is noas ~~remaining balance of the stock subscription receivable on the accompanying financial statements.~~follows:

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.

	September 30, 2025			December 31, 2024
Income tax benefit at statutory rate	$	(1,677	)		(27,597	)
Change in valuation allowance		1,677			27,597
Income tax expense		—			—

AsThe tax effects of ~~June~~temporary ~~30,~~differences ~~2025,~~that give rise to the Company’s ~~had~~net adeferred ~~total~~tax assets as of 99September 30,~~000~~ 2025,~~000~~ ~~shares~~is ~~issued~~as ~~and outstanding.~~ follows:

NOTE 7 – SUBSEQUENT EVENTS

	September 30, 2025			December 31, 2024
Net operating loss carry forward	$	295,518			285,525
Valuation allowance		(295,518	)		(285,525	)
Net deferred tax assets		—			—

~~Management~~The Company has ~~evaluated~~approximately ~~subsequent~~$1,407,226 ~~events~~of ~~through~~net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire commencing in fiscal 2042. In assessing the ~~date~~realization ~~these~~of ~~financial~~deferred ~~statements~~tax ~~were~~assets, ~~available~~management toconsiders whether it is more likely than not that some portion or all of the deferred tax assets will be ~~issued~~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 ~~managements’~~the ~~evaluation~~assessment, nomanagement ~~events~~has ~~have~~established ~~occurred~~a ~~that~~full ~~require~~valuation ~~disclosure~~allowance oragainst ~~adjustments~~all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the ~~financial~~deferred ~~statement~~tax asset will not be realized.

10NOTE ~~Table~~6 – STOCKHOLDERS’ ~~of Contents~~EQUITY

~~ITEM~~Authorized ~~2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~Stock

The ~~following~~Company ~~information~~has ~~should~~authorized be300,000,000 ~~read~~common inshares ~~conjunction~~ with ~~(i)~~a ~~the~~par ~~financial~~value ~~statements~~ of ~~Goldenwell~~$0.0001 ~~Biotech,~~per ~~Inc~~share., Each acommon ~~Nevada~~share ~~corporation~~entitles (the ~~“Company”),~~holder ~~and~~to ~~the~~one ~~notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31~~vote, ~~2024 audited financial statements and related notes included~~ in ~~the~~person ~~Company’s~~or ~~Form 10-K (File No. 000-56275; the “Form 10-K”)~~proxy, ason ~~filed~~any ~~with~~matter ~~the Securities and Exchange Commission~~ on ~~May~~which ~~15,~~action ~~2025.~~of ~~Statements~~the instockholders ~~this section and elsewhere in this Form 10-Q that are not statements~~ of ~~historical~~the orcorporation ~~current~~is ~~fact constitute “forward-looking” statements~~sought.

~~OVERVIEW~~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, the subscription amount of $41,000 has been paid. On August 20, 2019, the Company issued 39,000,000 shares of common stock for a subscription amount of $209,204.

~~The~~On ~~Company~~December ~~was~~1, ~~incorporated~~2020, in the ~~State~~Company ofissued ~~Nevada~~11,500,000 onshares ~~August~~of ~~20,~~common ~~2019,~~stock ~~and~~for ~~established~~ a ~~fiscal~~subscription ~~year~~amount ~~end~~ of ~~December 31~~$79,000.

~~Going~~11 ~~Concern~~Table of Contents

ToOn ~~date~~January 11, 2021, the Company ~~has~~issued ~~little~~2,400,000 ~~operations~~shares orof ~~revenues~~common ~~and~~stock ~~consequently~~for ~~has~~a ~~incurred~~subscription ~~recurring~~amount ~~losses~~of ~~from operations~~$11,400. ~~Substantially~~The ~~greater~~Company ~~revenues~~also ~~are~~issued ~~not~~50,000 ~~anticipated~~shares ~~until~~of wecommon ~~complete~~stock ~~the~~for ~~financing~~noncash webonus. ~~endeavor~~On toFebruary ~~obtain~~22, as2021, ~~described~~the inCompany ~~this~~issued ~~Form 10-Q~~1,600,000 ~~and~~shares ~~implement our initial business plan. The ability~~ of ~~the~~common ~~Company~~stock tofor ~~continue as~~ a ~~going~~subscription ~~concern~~amount isof ~~dependent on raising capital to fund our business plan and ultimately to attain profitable operations~~$80,000. ~~Accordingly,~~There ~~these~~is ~~factors~~no ~~raise~~remaining ~~substantial~~balance ~~doubt~~of ~~as to~~ the ~~Company’s~~stock ~~ability~~subscription toreceivable ~~continue~~on asthe aaccompanying ~~going~~financial ~~concern~~statements.

AtOn ~~June~~November 309, ~~2025~~2022, wethe ~~have~~Company anissued ~~outstanding~~3,000,000 ~~related-party~~shares ~~loan~~of common stock for noncash bonus at the market value of $~~95,588~~0.295 per share.

~~The~~As ~~Company~~of ~~plans~~September to30, ~~raise~~2025, ~~additional funds through debt or equity offerings. There is no guarantee that~~ the Company ~~will~~had bea ~~able~~total toof ~~raise~~99,000,000 ~~any~~shares ~~capital~~issued ~~through~~and ~~this or any other offerings~~outstanding.

~~CRITICAL~~NOTE ~~ACCOUNTING~~7 ~~POLICIES~~– SUBSEQUENT EVENTS

~~The~~Management ~~discussion~~has ~~and~~evaluated ~~analysis~~subsequent ofevents ~~our~~through ~~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~~date ~~States (“US GAAP”). The preparation of~~ these ~~condensed consolidated~~ financial statements ~~requires~~were usavailable to ~~make~~be ~~estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities~~issued. OnBased ~~an ongoing basis, we evaluate our estimates based~~ on ~~historical~~managements’ ~~experience and on various other assumptions that are believed to be reasonable under the circumstances~~evaluation, ~~the~~no ~~results~~events ofhave ~~which~~occurred ~~form the basis for making judgments about the carrying values of assets and liabilities~~ that ~~are~~require ~~not~~disclosure ~~readily apparent from other sources. Actual results may differ from these estimates under different assumptions~~ or ~~conditions.~~adjustments ~~We have identified the policies below as critical~~ to ~~our business operations and to~~ the ~~understanding of our~~ financial ~~results:~~statement.

~~Basis~~12 Table of ~~Accounting~~Contents

~~The~~ITEM ~~Company~~2. MANAGEMENT’sS ~~financial~~DISCUSSION ~~statements~~AND ~~are~~ANALYSIS ~~prepared~~OF ~~using~~FINANCIAL ~~the~~CONDITION ~~accrual~~AND ~~method~~RESULTS ofOF ~~accounting and are presented in United States Dollars~~OPERATIONS.

11The ~~Table~~following information should be read in conjunction with (i) the financial statements of ~~Contents~~Goldenwell Biotech, Inc., a Nevada corporation (the “Company”), and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2024 audited financial statements and related notes included in the Company’s Form 10-K (File No. 000-56275; the “Form 10-K”), as filed with the Securities and Exchange Commission on May 15, 2025. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

~~Basic Earnings (loss) per Share~~OVERVIEW

The Company ~~computes~~was ~~net~~incorporated ~~income~~in ~~(loss)~~the ~~per~~State ~~share~~of inNevada ~~accordance~~on ~~with~~August ~~ASC 260~~20, ~~Earnings~~ ~~per Share. ASC 260 specifies the computation~~2019, ~~presentation~~ and ~~disclosure~~established ~~requirements~~a ~~for~~fiscal ~~earnings~~year ~~(loss)~~end ~~per~~of ~~share~~December ~~for entities with publicly held common stock~~31.

~~Basic~~Going net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.Concern

~~Use~~To date the Company has little operations or revenues and consequently has incurred recurring losses from operations. Substantially greater revenues are not anticipated until we complete the financing we endeavor to obtain, as described in this Form 10-K, and implement our initial business plan. The ability of ~~Estimates~~the Company to continue as a going concern is dependent on raising capital to fund our business plan and ~~Assumptions~~ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

~~The~~At ~~preparation~~September of30, ~~financial~~2025, ~~statements~~we inhave ~~conformity~~an ~~with~~outstanding ~~generally~~related-party ~~accepted~~loan ~~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~~$95,588. ~~Actual results could differ from those estimates.~~

~~Due~~The Company plans to ~~the~~raise ~~limited~~additional ~~level~~funds ofthrough ~~operations,~~debt ~~the~~or ~~Company~~equity ~~has~~offerings. ~~not~~There ~~had~~is tono ~~make~~guarantee ~~material~~that ~~assumptions~~the orCompany ~~estimates~~will ~~other~~be ~~than~~able ~~the~~to ~~assumption~~raise ~~that~~any ~~the~~capital ~~Company~~through isthis aor ~~going~~any ~~concern~~other offerings.

~~Income~~CRITICAL ~~Taxes~~ACCOUNTING POLICIES

~~Income~~The ~~taxes~~discussion and analysis of our financial condition and results of operations are ~~provided~~based on our condensed consolidated financial statements, which have been prepared in accordance with ~~ASC~~accounting ~~740, Income~~principles ~~Taxes.~~generally Aaccepted ~~deferred~~in ~~tax~~the ~~asset~~United orStates ~~liability~~(“US isGAAP”). ~~recorded~~The ~~for~~preparation ~~all~~of ~~temporary~~these ~~differences~~condensed ~~between~~consolidated financial statements requires us to make estimates and ~~tax~~judgments ~~reporting~~that affect the reported amounts of assets, liabilities, revenues and ~~net~~expenses, ~~operating~~and ~~loss~~related ~~carry~~disclosure ~~forwards~~of contingent assets and liabilities. ~~Deferred~~On ~~tax~~an ~~expense~~ongoing ~~(benefit)~~basis, ~~results~~we ~~from~~evaluate ~~the~~our ~~net~~estimates ~~change~~based ~~during~~on historical experience and on various other assumptions that are believed to be reasonable under the ~~year~~circumstances, the results of ~~deferred~~which ~~tax~~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:

~~Deferred~~Basis ~~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.Accounting

~~Foreign~~The ~~Currency~~Company’s ~~Translation~~financial statements are prepared using the accrual method of accounting and are presented in United States Dollars.

~~The~~13 ~~Company’s~~Table 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).Contents

~~Fair~~Basic ~~Value~~Earnings of(loss) ~~Financial~~per ~~Instruments~~Share

The ~~carrying~~Company ~~amount~~computes ofnet ~~cash~~income ~~and~~(loss) ~~current~~per ~~liabilities~~share ~~approximates fair value due to the short maturity of these instruments. These fair value estimates are subjective~~ in ~~nature~~accordance ~~and involve uncertainties and matters of significant judgment and therefore cannot be determined~~ with ~~precision.~~ASC ~~Unless otherwise noted~~260, Earnings itper isShare. ASC ~~management’s~~260 ~~opinion~~specifies the ~~Company~~computation, ispresentation ~~not~~and ~~exposed~~disclosure torequirements ~~significant~~for ~~interest,~~earnings ~~currency~~(loss) orper ~~credit~~share ~~risks~~for ~~arising~~entities ~~from~~with ~~these~~publicly ~~financial~~held ~~instruments~~common stock.

~~Start-Up~~Basic ~~expenses~~net earnings (loss) per share amounts are computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company.

AsUse aof ~~start-up~~Estimates ~~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.~~Assumptions

~~Property~~The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and ~~Equipment~~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.

~~Property~~Due ~~and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged~~ to ~~expense~~the aslimited ~~incurred.~~level ~~Depreciation~~of isoperations, ~~computed by~~ the ~~straight-line~~Company ~~method~~has ~~over~~not ~~the~~had ~~estimated~~to ~~useful~~make ~~lives~~material ofassumptions ~~the related assets. Upon retirement~~ or ~~sale~~estimates ofother anthan ~~asset,~~ the ~~cost~~assumption ~~and~~that ~~accumulated depreciation are removed from~~ the ~~accounts~~Company ~~and any gain or loss~~ is ~~reflected~~a ingoing ~~operations~~concern.

12Income ~~Table of Contents~~Taxes

~~Recent~~Income ~~Accounting~~taxes ~~Pronouncements~~are provided in accordance with ASC 740, Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

~~The~~Deferred ~~Company~~tax ~~has~~assets ~~implemented~~are ~~all~~reduced ~~new~~by ~~accounting~~a ~~pronouncements~~valuation ~~that~~allowance ~~are~~when, in ~~effect~~the ~~and~~opinion of management, it is more likely than not that ~~may~~some ~~impact~~portion ~~its~~or ~~financial~~all ~~statements~~of ~~and~~the ~~does~~deferred ~~not~~tax ~~believe~~assets ~~that~~will ~~there~~not ~~are~~be ~~any~~realized. ~~other~~Deferred ~~new~~tax ~~accounting~~assets ~~pronouncements~~and ~~that~~liabilities ~~have~~are ~~been~~adjusted ~~issued~~for ~~that~~the ~~might~~effects ~~have~~of achanges ~~material~~in ~~impact~~tax onlaws ~~its~~and ~~financial~~rates ~~position~~on orthe ~~results~~date of ~~operations~~enactment.

~~PLAN~~Foreign OFCurrency ~~OPERATION~~Translation

WeThe ~~are~~Company’s anfunctional ~~early~~and ~~stage~~reporting ~~corporation~~currency ~~and~~is ~~have~~the ~~generated~~United ~~revenues~~States ofdollar. $0Occasional ~~and~~transactions $0may ~~from~~occur ~~sales~~in ofChinese ~~our~~Renminbi ~~nutraceutical~~or Australian Dollars. Monetary assets and ~~dietary~~liabilities ~~supplements~~denominated ~~business~~in ~~during~~foreign currencies are translated using the ~~six-month~~exchange ~~periods~~rate ~~ended~~prevailing ~~June~~at ~~30,~~the ~~2025,~~balance ~~and~~sheet ~~2024~~date. ~~Accordingly,~~ ~~our~~Non-monetary ~~plan~~assets ofand ~~operation~~liabilities ~~for~~denominated ~~the~~in 12foreign ~~months~~currencies ~~following~~are translated at rates of exchange in effect at the ~~filing~~date of ~~this~~the ~~Quarterly~~transaction. ~~Report~~Average onmonthly ~~Form~~rates ~~10-Q~~are isused to ~~increase~~translate expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the ~~sales~~determination of ~~our~~net ~~products~~income (loss).

~~The~~Fair ~~Company~~Value ~~believes it can satisfy its cash requirements through the fiscal year end~~ of ~~December~~Financial ~~31, 2024, from its cash of $4,755 as of June 30, 2025. As of June 30, 2025, we had a working capital balance of $(19,239).~~Instruments

~~RESULTS~~The OFcarrying ~~OPERATIONS~~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.

~~Three~~Start-Up ~~and Six Months Ended June 30, 2025 as compared to Three and Six Months Ended June 30, 2024:~~expenses

WeAs ~~recorded~~a ~~sales~~start-up ~~revenues~~company, ofthe $0costs ~~and~~associated ~~$139,~~with ~~respectively~~start-up activities are expensed as incurred. Accordingly, ~~during~~start-up costs associated with the ~~three~~Company’s ~~months~~formation ~~ended~~have ~~June~~been ~~30,~~included ~~2025~~in the Company’s general and ~~2024~~administrative expenses.

WeProperty ~~recorded sales revenues of $0~~ and ~~$297, respectively, during the six months ended June 30, 2025 and 2024.~~Equipment

WeProperty ~~recorded~~and ~~services~~equipment ~~revenues~~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 ~~$25~~the related assets. Upon retirement or sale of an asset,~~000~~ the cost and ~~$0,~~accumulated ~~respectively,~~depreciation ~~during~~are removed from the ~~three~~accounts and ~~six~~any ~~months~~gain ~~ended~~or ~~June~~loss ~~30,~~is ~~2025~~reflected ~~and~~in ~~2024~~operations.

~~For~~14 ~~the~~Table ~~three~~of ~~months ended June 30, 2025 and 2024, general and administrative expenses were $40,620 and $47,890, respectively.~~ Contents

~~For~~Recent ~~the~~Accounting ~~six months ended June 30, 2025 and 2024, general and administrative expenses were $72,892 and $76,846, respectively.~~ Pronouncements

WeThe ~~recorded~~Company ~~net~~has ~~losses~~implemented ofall ~~$17,720~~new ~~and~~accounting ~~$49,920,~~pronouncements ~~respectively,~~that ~~during~~are ~~the~~in ~~three~~effect ~~months~~and ~~ended~~that ~~June~~may ~~30,~~impact ~~2025~~its financial statements and ~~2024~~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.

WePLAN ~~recorded~~OF ~~net losses of $52,096 and $80,897, respectively, during the six months ended June 30, 2025 and 2024.~~OPERATION

~~Liquidity~~We are an early stage corporation and ~~Capital~~have ~~Resources~~generated revenues of $0 and $297 from sales of our nutraceutical and dietary supplements business during the nine-month periods ended September 30, 2025, and 2024. Accordingly, our plan of operation for the 12 months following the filing of this Quarterly Report on Form 10-Q is to increase the sales of our products.

AtThe ~~June~~Company ~~30,~~believes ~~2025,~~it wecan ~~had~~satisfy aits cash ~~balance~~requirements ofthrough ~~$76,507~~the ~~and~~fiscal ~~total~~year ~~current~~end ~~liabilities~~ of ~~$350~~December 31,~~633~~ 2024, ~~consisting~~from ofits ~~unearned~~cash ~~revenue.~~of ~~Our~~$45,622 ~~working~~as ~~capital~~of ~~balance~~September ~~at June~~ 30, 2025~~, was $(99,337)~~. As Weof ~~have~~September ~~sufficient~~30, ~~cash~~2025, onwe ~~hand~~had toa ~~fund~~working ~~our~~capital ~~ongoing~~balance ~~operational~~of ~~expenses through December 31~~$(94, ~~2024~~823).

~~Material~~RESULTS ~~hurdles~~OF remain until we can increase sales of our products. First, we must construct manufacturing facilities, which includes locating a site, installing a workshop and setting up equipment. No special equipment needs to be engineered or produced. All needed equipment is presently available from existing manufacturers. Second, our workforce will need to be trained, however, no specialized education or experience is needed by labor we intend to hire. We estimate that we need approximately $5,000,000 to complete such activities and that it would take approximately one year to complete such activities. Additional funding will likely come from equity financing from the sale of our common stock, if we are able to sell such stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our activities. In the absence of such financing, our business will fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue the expansion of our business.OPERATIONS

AtThree ~~June~~and ~~30,~~Nine ~~2025,~~Months ~~our~~Ended ~~total~~September ~~assets were $251~~30,~~295,~~ ~~consisting~~2025 ofas ~~cash~~compared ofto ~~$76,507,~~Three and ~~inventory~~Nine ofMonths ~~$174~~Ended March 31,~~788.~~ 2024:

AtWe ~~June~~recorded ~~30,~~sales ~~2025,~~revenues ~~our~~of ~~total~~$0 ~~liabilities~~and ~~were~~ $~~350~~297,~~633~~ respectively, during the three and ~~stockholders’~~nine ~~equity~~months ~~was~~ended ~~$(99~~September 30,~~337)~~ 2025 and 2024.

13We ~~Table~~recorded sales revenues of ~~Contents~~$25,000 and $62,500, respectively, during the three and nine months ended September 30, 2025 and 2024.

~~Cash~~For ~~Flows~~the ~~from~~three ~~Operating~~months ~~Activities~~ended September 30, 2025 and 2024, general and administrative expenses were $30,885 and $20,965, respectively.

WeFor ~~have not generated positive cash flows from operating activities. Net cash used in operations was $59,380 and $(47,751) for~~ the ~~three~~nine months ended ~~June~~September 30, 2025 and 2024, ~~respectively. For~~general ~~the six months ended June 30, 2025~~ and ~~2024,~~administrative ~~net~~expenses ~~cash~~were ~~used in operations was~~ $27103,~~104~~781 and $~~(76~~99,~~761)~~911, respectively.

~~Cash~~We ~~Flows~~recorded ~~from~~net ~~Financing~~losses ~~Activities~~of $7,985 and $23,065, respectively, during the three months ended September 30, 2025 and 2024.

~~Net~~We ~~cash~~recorded ~~flows~~net ~~provided~~losses byof ~~financing activities was~~ $047,581 and $49103,~~250~~962, ~~for the three months ended June 30~~respectively, ~~2025~~during ~~and 2024, respectively. For~~ the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024~~, net cash flows provided by financing activities was $0 and $49,250, respectively~~.

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

WeAt September 30, 2025, we had noa ~~off-~~cash balance ~~sheet~~of ~~arrangements~~$45,622 ~~for~~and ~~the~~total ~~six~~current ~~months~~liabilities ~~ended~~of ~~June~~$315,233, consisting of unearned revenue. Our working capital balance at September 30, 2025, was $(94,823). We have sufficient cash on hand to fund our ongoing operational expenses through December 31, 2024.

~~Subsequent~~Material ~~Events~~hurdles remain until we can increase sales of our products. First, we must construct manufacturing facilities, which includes locating a site, installing a workshop and setting up equipment. No special equipment needs to be engineered or produced. All needed equipment is presently available from existing manufacturers. Second, our workforce will need to be trained, however, no specialized education or experience is needed by labor we intend to hire. We estimate that we need approximately $5,000,000 to complete such activities and that it would take approximately one year to complete such activities. Additional funding will likely come from equity financing from the sale of our common stock, if we are able to sell such stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our activities. In the absence of such financing, our business will fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue the expansion of our business.

~~None~~15 ~~through~~Table ~~date~~ of ~~this filing.~~ Contents

~~ITEM~~At 3.September ~~QUANTITATIVE~~30, ~~AND~~2025, ~~QUALITATIVE~~our ~~DISCLOSURES~~total ~~ABOUT~~assets ~~MARKET~~were ~~RISK~~$220,410, consisting of cash of $45,622, and inventory of $174,788.

AsAt aSeptember ~~smaller~~30, ~~reporting~~2025, ~~company~~our ~~(as~~total ~~defined~~liabilities inwere ~~Rule 12b-2 of the Exchange Act)~~$315,233 weand ~~are~~stockholders’ ~~not~~equity ~~required~~was ~~to provide the information called for by this Item 3~~$(94,823).

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

~~Evaluation~~We ofhave ~~disclosure~~not ~~controls~~generated positive cash flows from operating activities. Net cash used in operations was $(3,781) and ~~procedures~~$(97,726) for the nine months ended September 30, 2025 and 2024, respectively.

~~Our~~Cash ~~management,~~Flows ~~with~~from ~~the~~Financing ~~participation~~Activities of our Chief Executive Officer (who acts as our principal executive officer) and our Secretary (who acts as our principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~Based~~Net oncash ~~that~~flows ~~evaluation,~~provided ~~our~~by ~~Chief~~financing ~~Executive~~activities ~~Officer~~was ~~and~~$0 ~~our Secretary concluded that, as of June 30, 2025, our disclosure controls~~ and ~~procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded~~$49, ~~processed~~250, ~~summarized~~for ~~and reported within~~ the ~~time~~nine ~~periods~~months ~~specified~~ended inSeptember ~~SEC rules~~30, ~~regulations~~2025 and ~~forms~~2024, ~~and (ii) that such information is accumulated and communicated to our management, including our President and our Secretary, as appropriate, to allow timely decisions regarding required disclosure~~respectively.

~~Changes~~Off-Balance inSheet ~~internal control over financial reporting~~Arrangements

~~Our~~We ~~management,~~had ~~with the participation of our Chief Executive Officer and our Secretary, has concluded there were~~ no ~~significant~~off-balance ~~changes~~sheet inarrangements ~~our~~for ~~internal~~the ~~controls~~six ~~over~~months ~~financial~~ended ~~reporting~~September ~~that occurred during this quarter that have materially affected~~30, ~~or are reasonably likely to materially affect, our internal control over financial reporting~~2025.

14Subsequent ~~Table of Contents~~Events

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

ITEM 13. ~~LEGAL~~QUANTITATIVE ~~PROCEEDINGS~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~The~~As ~~Company~~a issmaller ~~not~~reporting ~~currently~~company ~~subject~~(as todefined ~~any~~in ~~legal~~Rule ~~proceedings.~~12b-2 ~~From~~of ~~time to time,~~ the ~~Company~~Exchange ~~may become subject to litigation or proceedings in connection with its business~~Act), aswe ~~either a plaintiff or defendant. There~~ are nonot ~~such~~required ~~pending legal proceedings~~ to ~~which~~provide the ~~Company~~information iscalled afor ~~party~~by ~~that,~~this inItem ~~the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations~~3.

ITEM 1A4. ~~RISK~~ ~~FACTORS~~CONTROLS AND PROCEDURES.

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

~~ITEM~~Our 2management, with the participation of our Chief Executive Officer (who acts as our principal executive officer) and our Secretary (who acts as our principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. ~~UNREGISTERED~~In ~~SALES~~designing OFand ~~EQUITY~~evaluating ~~SECURITIES~~the ~~AND~~disclosure ~~USE~~controls OFand ~~PROCEEDS~~procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

~~None~~Based on that evaluation, our Chief Executive Officer and our Secretary concluded that, as of September 30, 2025, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our President and our Secretary, as appropriate, to allow timely decisions regarding required disclosure.

~~ITEM~~Changes 3.in ~~DEFAULTS~~internal ~~UPON~~control ~~SENIOR~~over ~~SECURITIES.~~financial reporting

~~None~~Our management, with the participation of our Chief Executive Officer and our Secretary, has concluded there were no significant changes in our internal controls over financial reporting that occurred during this quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~ITEM~~16 4.Table ~~MINE~~of ~~SAFETY DISCLOSURES.~~Contents

~~None~~PART II. OTHER INFORMATION

ITEM 51. ~~OTHER~~LEGAL ~~INFORMATION~~PROCEEDINGS.

~~None~~The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

15ITEM ~~Table~~1A. ofRISK ~~Contents~~FACTORS

~~ITEM~~As 6.a ~~EXHIBITS~~smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

~~(a)~~ITEM ~~Exhibits~~2. ~~required~~UNREGISTERED bySALES ~~Item~~OF ~~601~~EQUITY ofSECURITIES ~~Regulation~~AND SKUSE OF PROCEEDS.

Number		Description
3.1		Articles of Incorporation
3.2		Bylaws
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.*+
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

None.

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

*Furnished, not filedNone.

16ITEM ~~Table~~4. ofMINE ~~Contents~~SAFETY DISCLOSURES.

~~SIGNATURES~~None.

~~Pursuant~~ITEM to5. ~~the~~OTHER ~~requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~INFORMATION.

	GOLDENWELL BIOTECH, INC.
Date: September 12, 2025	By:	/s/ Shuang Liu
	Name:	Shuang Liu
	Title:	Chief Executive Officer(principal executive officer)

None.

Date: September 12, 2025	By:	/s/ Hua Xie
	Name:	Hua Xie
	Title:	Secretary(principal financial officer and principal accounting officer)

Table of Contents

17ITEM 6. EXHIBITS.

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

Number		Description

3.1		Articles of Incorporation (1)
3.2		Bylaws (1)
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.*+
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

__________

*Furnished, not filed.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GOLDENWELL BIOTECH, INC.

Date: December 8, 2025	By:	/s/ Shuang Liu
	Name:	Shuang Liu
	Title:	Chief Executive Officer (principal executive officer)

Date: December 8, 2025

By:

/s/ Hua Xie

Name:

Hua Xie

Title:

Secretary

(principal financial officer and principal accounting officer)

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