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 ~~September~~March 3031, ~~2025~~2026

☐	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.)

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

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

(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~~ 5June 28, ~~2025~~2026, 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 ~~SEPTEMBER~~MARCH 3031, ~~2025~~2026

INDEX

Index		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
	Balance Sheet as of September 30, 2025 (unaudited) and December 31, 2024.		4
	Balance Sheet as of March 31, 2026 (unaudited) and December 31, 2025.	4
	Statement of Operations for the Nine Months ended September 30, 2025 and 2024 (unaudited)		5
	Statement of Operations for the Three Months ended March 31, 2026 and 2025 (unaudited)	5
	Statements of Changes Stockholders’ Equity for the Nine Months ended September 30, 2025 and the year ended December 31, 2024 (unaudited).		6
	Statements of Changes Stockholders’ Equity for the Three Months ended March 31, 2026 and the year ended December 31, 2025 (unaudited).	6
	Statement of Cash Flows for the Nine Months ended September 30, 2025 and 2024 (unaudited).		8
	Statement of Cash Flows for the Three Months ended March 31, 2026 and 2025 (unaudited).	7
	Notes to Condensed Financial Statements (unaudited).	8	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	16	16
Item 4.	Controls and Procedures.	16	16
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	17	17
Item 1A.	Risk Factors.	17	17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	17	17
Item 3.	Defaults Upon Senior Securities.	17	17
Item 4.	Mine Safety Disclosures.	17	17
Item 5.	Other Information.	17	17
Item 6.	Exhibits.	18	18
Signatures		19	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

GOLDENWELL BIOTECH INC
BALANCE SHEET
(Unaudited)

ASSETS	March 31, 2026			December 31, 2025

CURRENT ASSETS
Cash		13,414			26,775
Accounts Receivable
Inventory (related party transaction)		0			174,745
Less Allowance for Inventory Obsolescence					(174,745	)
Prepaid OTCQB Fee		5,340			9,345
NONCURRENT ASSETS
Right of Use Assets		0			0
TOTAL ASSETS		18,754			36,120

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts Payable		0			0
Lease Liability		0			0
Unearned Sales Revenue		0			1,860
Unearned Service Revenue		100,000			100,000
Accrued Legal Fee		0
Total Current Liabilities		100,000			101,860
NONCURRENT LIABILITIES
Due from the related party		95,588			95,588
Long-term liabilities		189,250			189,250
Less Discount on Long-term Liabilities		(4,765	)		(6,865	)
TOTAL LIABILITIES		380,073			379,833

STOCKHOLDERS’ EQUITY
Common stock, $0.0001 par value, 300,000,000 shares authorized,
99,000,000 issued and outstanding at December 31, 2025
99,000,000 issued and outstanding at March 31, 2026		9,900			9,900
Additional paid-in capital		1,302,504			1,302,504
Retained earnings		(1,673,722	)		(1,656,117	)
Total stockholders’ equity		(361,319	)		(343,713	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		18,754			36,120

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

~~(Unaudited)~~4 Table of Contents

	September 30, 2025			December 31, 2024
GOLDENWELL BIOTECH INC
ASSETS
STATEMENT OF OPERATIONS
CURRENT ASSETS
(Unaudited)
Cash		45,622			49,404
	Three Months Ended on
Accounts Receivable		0			0
	31-Mar-26			31-Mar-25
Inventory (related party transaction)		174,788			174,788
				As Restated
NONCURRENT ASSETS
REVENUE
Right of Use Assets		0			0
Sales		0			0
TOTAL ASSETS		220,410			224,192
Service Revenue		0
LIABILITIES AND STOCKHOLDERS' EQUITY
COST OF REVENUES		0			0
CURRENT LIABILITIES
GROSS PROFIT		0			0
Accounts Payable		0			0
OPERATING EXPENSES
Lease Liability		0			0
General and administrative		(31,335	)		(36,436	)
Unearned Sales Revenue		1,860			1,860
Total operating expenses		(31,335	)		(36,436	)
Unearned Service Revenue		37,500			0
Operation Income		(31,335	)		(36,436	)
Total Current Liabilities		39,360			1,860
Other Income and Expenses
NONCURRENT LIABILITIES
Other Income		15,829
Due from the related party		95,588			95,588
Interest Expense		(2,100	)		(2,100	)
Long-term liabilities		189,250			189,250
Loss from Inventory Impairment		0
Less Discount on Long-term Liabilities		(8,965	)		(15,265	)
Income tax provision		0			0
TOTAL LIABILITIES		315,233			271,433
NET LOSS		(17,606	)		(38,536	)
STOCKHOLDERS' EQUITY
Earning per share - basic and diluted
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
Weighted average number of shares outstanding - basic and diluted		99,000,000			99,000,000
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

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

45 Table of Contents

GOLDENWELL BIOTECH INC

GOLDENWELL BIOTECH INC

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE QUARTER ENDED March 31, 2026

(Unaudited)

For the Three Months Ended March 31, 2026

Additional

Common Stock

Paid-In

Subscription

Accumulated

Shares

Amount

Capital

Receivable

Deficit

Total

Balance - December 31, 2025

9,900,000

9,900

1,302,504

(1,656,117

)

(343,713

)

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

(17,606

)

(17,606

)

Balance - March 31, 2026

9,900,000

9,900

1,302,504

(1,673,722

)

(361,319

)

STATEMENT OF OPERATIONS

For the Three Months Ended on March 31, 2025 (As Restated)

Additional

Common Stock

Paid-In

Subscription

Accumulated

Shares

Amount

Capital

Receivable

Deficit

Total

Balance - January 1, 2025

99,000,000

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

(38,536

)

(38,536

)

Balance - March 31, 2025

99,000,000

9,900

1,302,504

(1,398,181

)

(85,778

)

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

	Three Months Ended on September 30						Nine Months Ended on September 30
	2025			2024			2025			2024
REVENUE
Sales	0				0		0				297
Service Revenue		25,000			0			62,500			0
COST OF REVENUES		0			0			0			(148	)
GROSS PROFIT		25,000			0			62,500			149
OPERATING EXPENSES
General and administrative		(30,885	)		(20,965	)		(103,781	)		(99,911	)
Total operating expenses		(30,885	)		(20,965	)		(103,781	)		(99,911	)
Operation Income		(5,885	)		(20,965	)		(41,281	)		(99,762	)
Other Income and Expenses
Interest Expense		(2,100	)		(2,100	)		(6,300	)		(4,200	)
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

Table of Contents

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

GOLDENWELL BIOTECH INC
STATEMENT OF CASH FLOWS
(unaudited)

	For the Three Months Ended on March 31
	2026			2025
				As Restated
Cash Flows from Operating Activities:
Net Loss		(17,606	)		(38,536	)
Non-cash interest expense		2,100			2,100
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		174,745
Change in Allowance for Inventory Obsolescence		(174,745	)
Change in right of use asset
Change in Prepaid OCTQB Fee		4,005
Changed in operating liabilities
Change in Accounts Payable
Change in Unearned Sales Revenue		(1,860	)
Change in Unearned Service Revenue
Change in Accrued Legal Fee					4,160
Change in Lease liability
Net Cash used in Operating Activities		(13,361	)		(32,276	)

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

Net change in cash		(13,361	)		(32,276	)
Cash at beginning of period		26,775			49,404
Cash at end of period		13,414			17,127

5The ~~Table~~accompanying notes are an integral part of ~~Contents~~these financial statements.

~~GOLDENWELL~~7 ~~BIOTECH~~Table ~~INC~~of ~~STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE QUARTER ENDED September 30, 2024 (Unaudited)~~Contents

					Additional
	Common Stock				Paid-In		Subscription		Accumulated
	Shares		Amount		Capital		Receivable		Deficit			Total
Balance - January 1, 2024		9,900,000		9,900		1,302,504				(1,227,681	)		84,723
Cash receipt from stock subscription receivable								-
Shares issued for cash $0.001 stock price
Shares issued for cash $0.01 stock price
Net loss for the period										(30,977	)		(30,977	)
Balance - March 31, 2024		9,900,000		9,900		1,302,504				(1,258,658	)		53,746
Cash receipt from stock subscription receivable								-
Shares issued for cash $0.001 stock price
Shares issued for cash $0.01 stock price
Net loss for the period										(49,920	)		(49,920	)
Balance - June 30, 2024		9,900,000		9,900		1,302,504				(1,308,578	)		3,826
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										(23,065	)		(23,065	)
Balance - September 30, 2024		9,900,000		9,900		1,302,504				(1,331,643	)		(19,239	)

GOLDENWELL BIOTECH INC

~~The~~NOTES ~~accompanying~~TO ~~notes~~FINANCIAL ~~are an integral part of these financial statements.~~STATEMENTS

6March ~~Table~~31, ~~of Contents~~2026

~~GOLDENWELL~~NOTE ~~BIOTECH~~1 - ~~INC~~ORGANIZATION ~~STATEMENT~~AND DESCRIPTION OF ~~CHANGES IN STOCKHOLDERS' EQUITY FOR THE QUARTER ENDED September 30, 2025 (Unaudited)~~BUSINESS

					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	0			(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		0		(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		0		(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		0		(1,407,226	)		(94,823	)

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.

~~The~~NOTE ~~accompanying~~2 ~~notes~~- ~~are~~GOING anCONCERN ~~integral part of these financial statements.~~

7The ~~Table~~accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of ~~Contents~~assets and the satisfaction of liabilities in the normal course of business. The Company has sustained an accumulated net loss of $1,673,722 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.

~~GOLDENWELL~~The ~~BIOTECH~~financial ~~INC~~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.

~~STATEMENT~~NOTE 3 - SUMMARY OF ~~CASH~~SIGNIFICANT ~~FLOWS~~ACCOUNTING POLICIES

~~(unaudited)~~Basis of Presentation and Preparation

	For the Nine Months Ended onSeptember 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

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

The ~~accompanying~~results ~~notes~~for the three months ended March 31, 2026 are annot ~~integral~~necessarily ~~part~~indicative of ~~these~~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.

8The ~~Table~~accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of ~~Contents~~management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2026 and for the related periods presented.

~~GOLDENWELL~~Use ~~BIOTECH~~of ~~INC~~ estimates

~~NOTES~~The TOpreparation ~~FINANCIAL~~of ~~STATEMENTS~~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.

~~September~~8 ~~30,~~Table ~~2025~~of Contents

~~NOTE~~Start-Up ~~1 – ORGANIZATION AND DESCRIPTION OF BUSINESS~~Costs

~~GOLDENWELL~~In ~~BIOTECH~~accordance ~~INC.~~with ~~(the~~ASC ~~“Company”) was incorporated in the State of Nevada on August 20~~720, ~~2019.~~“Start-up ~~The company address is 7316 Capilano Dr. Solon~~Costs”, ~~Ohio~~the ~~44139. The~~ Company isexpenses inall ~~the~~costs ~~development~~incurred ~~stage~~in ~~whose~~connection ~~purpose~~with isthe ~~R&D,~~start-up ~~production~~ and ~~sales~~organization ~~health~~of ~~cares~~the ~~and supplements products~~Company.

~~NOTE~~Cash ~~2 - GOING CONCERN~~

~~The~~Cash ~~accompanying~~includes ~~financial~~cash ~~statements~~in ~~have~~banks, ~~been~~money ~~prepared~~market ~~on a going concern basis~~funds, ~~which contemplates the realization of assets~~ and ~~the~~certificates ~~satisfaction~~ of ~~liabilities~~term indeposits ~~the~~with ~~normal~~maturities ~~course~~ of ~~business. The~~less ~~Company~~than ~~has~~three ~~sustained~~months anfrom ~~accumulated net loss of $1,407,226 since its~~ inception~~. These factors~~, ~~among~~which ~~others,~~are ~~raise~~readily ~~substantial~~convertible ~~doubt~~to ~~about~~known ~~the~~amounts ~~ability~~ of ~~the~~cash ~~Company~~and towhich, ~~continue~~in asthe aopinion ~~going concern for a reasonable period~~ of ~~time. The Company’s continuation as a going concern is dependent upon~~management, ~~among~~are ~~other~~subject ~~things, its ability~~ to ~~generate~~an ~~revenues~~insignificant ~~and~~risk ~~its~~of ~~ability~~loss ~~to obtain capital from third parties. No assurance can be given that the Company will be successful~~ in ~~these efforts~~value.

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.Inventories

~~NOTE~~The 3Company’s -inventories ~~SUMMARY~~include OFGoldenwell ~~SIGNIFICANT~~DNA ~~ACCOUNTING~~Repair, ~~POLICIES~~which are stated at average cost, subject to the lower of cost or market value.

~~Basis~~Income ~~of Presentation and Preparation~~Taxes

The ~~accounting~~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 ~~policies~~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 ~~conform~~records a valuation allowance to ~~accounting~~reduce ~~principles~~deferred ~~generally~~tax ~~accepted~~assets into the ~~United~~amount ~~States~~that ofis ~~America~~believed ~~(GAAP)~~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.

~~The~~Fair ~~results~~Value for the three months ended September 30, 2025 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended December 31, 2024, filed with the Securities and Exchange Commission.Measurements

The ~~accompanying condensed financial statements have been prepared by the~~ Company ~~without~~adopted ~~audit. In~~ the ~~opinion~~provisions of ~~management,~~ASC ~~all~~Topic ~~adjustments~~820, ~~(which~~“Fair ~~include~~Value ~~only~~Measurements ~~normal~~and ~~recurring~~Disclosures”, ~~adjustments)~~which ~~necessary~~defines tofair ~~present~~value ~~fairly~~as ~~the~~used ~~financial~~in ~~position,~~numerous ~~results~~accounting ~~of operations~~pronouncements, ~~and~~establishes ~~cash~~a ~~flows~~framework atfor ~~September~~measuring ~~30,~~fair ~~2025~~value and ~~for~~expands ~~the~~disclosure ~~related~~of ~~periods~~fair ~~presented~~value measurements.

~~Use~~The estimated fair value of ~~estimates~~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.

~~The~~ASC ~~preparation~~820 ofdefines ~~financial~~fair ~~statements~~value inas ~~conformity~~the ~~with~~exchange ~~GAAP~~price ~~requires~~that ~~management~~would be received for an asset or paid to ~~make~~transfer ~~estimates~~a ~~and~~liability ~~assumptions~~(an ~~that~~exit ~~affect~~price) in the ~~reported~~principal ~~amounts~~or ofmost ~~assets~~advantageous ~~and~~market ~~liabilities~~for ~~and~~the ~~disclosure~~asset ofor ~~contingent~~liability ~~assets~~in ~~and~~an ~~liabilities~~orderly attransaction between market participants on the measurement date. ofASC ~~the~~820 ~~financial~~also ~~statements~~establishes ~~and~~a ~~the~~fair ~~reported~~value ~~amount~~hierarchy, which requires an entity to maximize the use of ~~revenues~~observable inputs and ~~expenses~~minimize ~~during~~ the ~~reporting~~use ~~period. Actual~~of ~~results~~unobservable ~~could~~inputs ~~differ~~when ~~from~~measuring ~~those~~fair ~~estimates~~value. ASC 820 describes three levels of inputs that may be used to measure fair value:

9Level ~~Table~~1 of— ~~Contents~~quoted prices in active markets for identical assets or liabilities

~~Start-Up~~Level ~~Costs~~2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

InLevel ~~accordance~~3 ~~with~~— ~~ASC~~inputs ~~720,~~that ~~“Start-up~~are ~~Costs”,~~unobservable ~~the~~(for ~~Company~~example ~~expenses~~cash ~~all~~flow ~~costs~~modeling ~~incurred~~inputs inbased ~~connection~~on ~~with the start-up and organization of the Company.~~assumptions)

~~Cash~~The Company has no assets or liabilities valued at fair value on a recurring basis.

~~Cash~~NOTE ~~includes~~4 - ~~cash~~INVENTORY inIMPAIRMENT ~~banks,~~AND 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. WRITE-DOWN

~~Inventories~~Based on management’s evaluation, inventories totaling $174,745 expired in January 2026. In accordance with regulatory and commercial compliance standards regarding expired health supplements, this inventory no longer possessed recoverable commercial value. Therefore, a loss on inventory impairment and an allowance for inventory obsolescence were recorded as of December 31, 2025. On February 8, 2026, the Board of Directors authorized the full impairment and write-down of inventory.

~~The~~9 ~~Company’s~~Table ~~inventories include Goldenwell DNA Repair, which are stated at average cost, subject to the lower~~ of ~~cost or market value.~~ Contents

~~Income~~NOTE ~~Taxes~~5 - RELATED PARTY TRANSACTIONS

~~The~~On ~~Company~~June ~~accounts~~7, ~~for~~2021, ~~income taxes using~~ the ~~asset~~Company ~~and~~purchased ~~liability~~inventory ~~method~~of ~~in accordance with ASC 740~~$103,125 ~~“Accounting~~from ~~for~~Australian ~~Income~~Trefoil ~~Taxes”.~~Heath ~~The~~Technology, ~~asset~~which ~~and~~is ~~liability~~owned ~~method~~by ~~provides~~Li, ~~that~~Yang, ~~deferred~~the ~~tax~~Treasurer ~~assets~~of ~~and~~the ~~liabilities~~Company. ~~are~~The ~~recognized~~treasurer ~~for~~also ~~the~~owns ~~expected~~1,000,000 ~~future~~shares ~~tax consequences~~ of ~~temporary differences between~~ the ~~financial~~Company. ~~reporting~~This ~~and~~transaction ~~tax~~is ~~bases~~a ofrelated ~~assets~~party ~~and~~transaction. ~~liabilities~~On ~~and~~December ~~for~~21, ~~operating~~2022, ~~loss~~the ~~and~~Company ~~tax~~borrowed ~~credit~~a ~~carry~~long-term ~~forwards.~~loan ~~Deferred~~from ~~tax~~Shuang ~~assets~~Liu, ~~and~~the ~~liabilities~~Chief ~~are~~Executive ~~measured~~Officer ~~using~~of the ~~currently~~Company. ~~enacted~~On ~~tax~~March ~~rates~~16, ~~and~~2023, ~~laws~~the ~~that~~Company ~~will~~borrowed bea inlong-term ~~effect~~loan ~~when~~from ~~the~~Shuang ~~differences~~Liu. ~~are~~On ~~expected~~July to17, ~~reverse.~~2023, ~~The~~the Company ~~records~~borrowed a ~~valuation~~long-term ~~allowance~~loan tofrom ~~reduce~~Shuang ~~deferred~~Liu. ~~tax~~On ~~assets~~November to1 ~~the~~and ~~amount~~November ~~that~~14, is2023, ~~believed~~the ~~more~~Company ~~likely~~borrowed ~~than~~a ~~not~~long-term toloan befrom ~~realized~~Shuang Liu. As ofThe ~~September~~amount ~~30,~~of ~~2025,~~loans from the ~~Company~~related ~~did~~party ~~not~~was ~~have~~totaled ~~any~~$95,599 ~~amounts~~as ~~recorded~~of ~~pertaining~~March to31, ~~uncertain tax positions~~2026.

~~Fair~~During ~~Value~~2025, ~~Measurements~~the Company entered into a technical development and business cooperation arrangement with Trefoil (Hong Kong) Life Science Research Center. The Company received $100,000 in connection with this agreement. This constitutes a related-party transaction, as the Chief Executive Officer of the Company, Shuang Liu, concurrently serves as the Chief Executive Officer of Trefoil.

~~The~~NOTE ~~Company~~6 ~~adopted~~- ~~the~~UNEARNED ~~provisions~~SALES ofREVENUE ~~ASC~~AND ~~Topic~~BREAKAGE 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~~Unearned ~~estimated~~sales ~~fair~~revenue ~~value~~represents ofadvance ~~certain~~payments ~~financial~~received ~~instruments,~~from ~~including~~customers ~~cash~~for ~~and~~goods ~~cash~~or ~~equivalents~~services ~~are~~yet ~~carried~~to atbe ~~historical~~delivered. ~~cost~~The ~~basis,~~Company ~~which~~recognizes ~~approximates~~revenue ~~their~~as ~~fair~~these ~~values~~performance ~~because~~obligations ofare ~~the short-term nature of these instruments~~satisfied.

~~ASC~~In ~~820~~instances ~~defines~~where ~~fair~~a ~~value~~customer asabandons ~~the~~a ~~exchange~~transaction ~~price that would be received for an asset~~ or ~~paid~~forfeits ~~to transfer~~ a ~~liability~~non-refundable ~~(an~~deposit, ~~exit~~the ~~price)~~Company inconsiders ~~the~~this ~~principal~~to orbe ~~most~~“breakage.” The ~~advantageous~~Company ~~market~~derecognizes ~~for~~ the ~~asset~~unearned orrevenue liability inand anrecognizes ~~orderly~~it ~~transaction~~as ~~between~~Other ~~market~~Income. ~~participants~~When on the ~~measurement~~likelihood ~~date.~~of ~~ASC~~the ~~820~~customer ~~also~~exercising ~~establishes~~their aremaining ~~fair~~rights ~~value~~becomes ~~hierarchy,~~remote ~~which~~based ~~requires~~on ~~an entity to maximize~~ the ~~use~~Company's ofhistorical ~~observable~~experience ~~inputs~~ and ~~minimize~~stated ~~the~~policies. ~~use~~As of ~~unobservable~~March ~~inputs~~31, ~~when~~2026, ~~measuring~~the ~~fair~~Company ~~value.~~recognized ~~ASC~~$1,860 ~~820~~in ~~describes~~Other ~~three~~Income ~~levels~~related ~~of inputs that may be used~~ to ~~measure~~abandoned ~~fair~~sales ~~value:~~contracts.

~~Level~~NOTE 17 - —OTHER ~~quoted prices in active markets for identical assets or liabilities~~INCOME

~~Level~~During 2the —fiscal ~~quoted~~year ~~prices~~ended ~~for~~March ~~similar~~31, ~~assets~~2026, ~~and~~the ~~liabilities~~Company recognized $13,969 in ~~active~~Other ~~markets~~Income orresulting ~~inputs~~from ~~that~~a ~~are~~legal ~~observable~~settlement regarding prior professional auditing services rendered to the Company.

~~Level~~NOTE 38 —- ~~inputs~~INCOME ~~that are unobservable (for example cash flow modeling inputs based on assumptions)~~TAXES

The ~~Company~~reconciliation ~~has~~of noincome ~~assets~~tax orbenefit ~~liabilities~~at ~~valued~~the atU.S. ~~fair~~statutory ~~value~~rate onof a21% ~~recurring~~as ~~basis.~~of March 31, 2026 to the Company’s effective tax rate is as follows:

10 Table of Contents

	March 31, 2026			December 31, 2025
Income tax benefit at statutory rate	$	(3,697	)		(61,570	)
Change in valuation allowance		3,697			61,570
Income tax expense		—			—

~~Note~~The 4tax –effects ~~RELATED~~of ~~PARTY~~temporary ~~TRANSACTION~~differences that give rise to the Company’s net deferred tax assets as of March 31, 2026 is as follows:

On June 7, 2021, the Company purchased inventory 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 the Company. This transaction is a related party transaction. On December 21, 2022, the Company borrowed a long-term loan from Shuang Liu, the Chief Executive Officer of the Company. On March 16, 2023, the Company borrowed a long-term loan from Shuang Liu. On July 17, 2023, the Company borrowed a long-term loan from Shuang Liu. On November 1 and November 14, 2023, the Company borrowed a long-term loan from Shuang Liu. The amount of loans from the related party was totaled $95,588 as of September 30, 2025.

	March 31, 2026			December 31, 2025
Net operating loss carry forward	$	351,482			347,785
Valuation allowance		(351,482	)		(347,785	)
Net deferred tax assets		—			—

~~NOTE~~10 5Table -of ~~INCOME TAXES~~Contents

The ~~reconciliation~~Company has approximately $1,673,722 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire commencing in fiscal 2043. In assessing the realization of deferred tax ~~benefit~~assets, atmanagement considers whether it is more likely than not that some portion or all of the Udeferred tax assets will be realized.S. ~~statutory~~The ~~rate~~ultimate realization of ~~21%~~deferred astax assets is dependent upon the generation of ~~September~~future ~~30,~~taxable ~~2025~~income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, toprojected future taxable income and tax planning strategies in making this assessment. Based on the ~~Company’s~~assessment, ~~effective~~management has established a full valuation allowance against all of the deferred tax ~~rate~~asset relating to NOLs for every period because it is asmore ~~follows:~~likely than not that all of the deferred tax asset will not be realized.

	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		—			—

NOTE 9 - STOCKHOLDERS’ EQUITY

~~The~~Authorized ~~tax effects of temporary differences that give rise to the Company’s net deferred tax assets as of September 30, 2025, is as follows:~~Stock

	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		—			—

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.

~~The~~On ~~Company~~August ~~has approximately $1~~20,~~407,226~~ of2019 ~~net~~the ~~operating~~Company ~~losses~~issued ~~(“NOL”) carried forward to offset taxable income~~41, ~~if any~~000,000 inshares ~~future years which expire commencing in fiscal 2042. In assessing the realization~~ of ~~deferred~~common ~~tax~~stock ~~assets,~~to ~~management~~its ~~considers~~founders ~~whether~~for ita issubscription ~~more~~amount ~~likely than not that some portion or all~~ of ~~the deferred tax assets will be realized~~$41,000. ~~The~~As ~~ultimate realization~~ of ~~deferred~~December ~~tax~~31, ~~assets~~2019, ~~is dependent upon~~ the ~~generation~~subscription ofamount ~~future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal~~ of ~~deferred tax liabilities~~$41,000 ~~projected~~has ~~future~~been ~~taxable income and tax planning strategies in making this assessment~~paid. ~~Based~~On onAugust ~~the~~20, ~~assessment~~2019, ~~management~~the ~~has~~Company ~~established~~issued a39,000,000 ~~full~~shares ~~valuation allowance against all~~ of ~~the~~common ~~deferred~~stock ~~tax asset relating to NOLs~~ for ~~every~~a ~~period~~subscription ~~because~~amount ~~it is more likely than not that all~~ of ~~the deferred tax asset will not be realized~~$209,204.

~~NOTE~~On ~~6 – STOCKHOLDERS’~~December ~~EQUITY~~1, 2020, the Company issued 11,500,000 shares of common stock for a subscription amount of $79,000.

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

~~The~~On ~~Company~~November ~~has~~9, ~~authorized~~2022, ~~300~~the Company issued 3,000,000 ~~common~~ shares ~~with a par value~~ of ~~$0.0001~~common ~~per~~stock ~~share. Each~~for ~~common~~noncash ~~share~~bonus ~~entitles~~at the ~~holder~~market tovalue ~~one vote, in person or proxy, on any matter on which action~~ of ~~the~~$0.295 ~~stockholders~~per ~~of the corporation is sought~~share.

~~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~~March 31, ~~2019~~2026, the ~~subscription~~Company ~~amount~~had ofa ~~$41,000~~total ~~has~~of ~~been paid. On August 20~~99, ~~2019, the Company issued 39,~~000,000 shares ofissued ~~common~~and ~~stock for a subscription amount of $209,204~~outstanding.

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

11NOTE ~~Table~~10 of- ~~Contents~~CORRECTION OF AN ERROR/PRIOR PERIOD RESTATEMENT

On ~~January~~May 1119, ~~2021~~2026, the Company’s ~~issued~~independent ~~2,400,000~~registered ~~shares~~public ofaccounting ~~common~~firm, ~~stock~~Michael ~~for~~Gillsepie a& ~~subscription~~Associates, ~~amount~~PLLC of(“Gillespie ~~$11~~& Associates”),~~400.~~ ~~The~~notified the Company ~~also~~that ~~issued~~the ~~50,000~~Company ~~shares~~did ofnot ~~common~~follow ~~stock~~US ~~for~~GAAP ~~noncash~~because ~~bonus.~~an Oninvoice ~~February~~dated 22September 23, ~~2021~~2025, from the Company’s ~~issued~~legal 1counsel in the amount of $9,~~600~~840 to the Company,~~000~~ ~~shares~~which ofshould ~~common~~have ~~stock~~been ~~for~~recorded ain ~~subscription~~the ~~amount~~fiscal ofquarters ~~$80~~when services were performed as legal expense and accrued legal fee,~~000~~ instead of recorded in the fiscal quarter in which the Company received the invoice. ~~There~~Per ASC 250-10, since the error correction is nomaterial ~~remaining~~and ~~balance~~material ofto ~~the~~financial ~~stock~~statements ~~subscription~~previously ~~receivable~~issued, onManagement is promptly correcting the ~~accompanying~~errors and restating previously issued 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.

	March 31,
	2025			2025			Amount of
	Originally Reported			Restated			Change
Expenses:
Legal Fee		0			4,160			(4,160	)
NET LOSS		(34,376	)		(38,536	)		4,160

As of September 30, 2025, the Company had a total of 99,000,000 shares issued and outstanding.

	March 31,
	2025			2025			Amount of
	Originally Reported			Restated			Change
Accrued Legal Fee		0			4,160			(4,160	)
TOTAL LIABILITIES
Accumulated Deficit		(1,394,021	)		(1,398,181	)		4,160
TOTAL STOCKHOLDER'S EQUITY (DEFICIT)		(81,618	)		(85,778	)		4,160
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY/(DEFICIT)		191,915			191,915			0

NOTE 711 - – 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 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the financial statements of Goldenwell Biotech, Inc., a Nevada corporation (the “Company”), and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, ~~2024~~2025 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~~June 1530, ~~2025~~2026. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

OVERVIEW

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

Going Concern

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

At ~~September~~March 3031, ~~2025~~2026, we have an outstanding related-party loan of $95,588.

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

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

Basis of Accounting

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

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Basic Earnings (loss) per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.

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

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Income Taxes

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

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Chinese Renminbi or Australian Dollars. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of net income (loss).

Fair Value of Financial Instruments

The carrying amount of cash and current liabilities approximates fair value due to the short maturity of these instruments. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Unless otherwise noted, it is management’s opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Start-Up expenses

As a start-up company, the costs associated with start-up activities are expensed as incurred. Accordingly, start-up costs associated with the Company’s formation have been included in the Company’s general and administrative expenses.

Property and Equipment

Property and equipment are stated at cost. Major repairs and betterments are capitalized and normal maintenance and repairs are charged to expense as incurred. Depreciation is computed by the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale of an asset, the cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operations.

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Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

PLAN OF OPERATION

We are an early stage corporation and have generated revenues of $0 and $~~297~~0, ~~from~~respectively, ~~sales of our nutraceutical and dietary supplements business~~ during the ~~nine~~three-month periods ended ~~September~~March 3031, ~~2025,~~2026 and ~~2024~~2025. Accordingly, our plan of operation for the 12 months following the filing of this Quarterly Report on Form 10-Q is to increase the sales of our products.

The Company believes it can satisfy its cash requirements through the fiscal year end of December 31, ~~2024~~2025, from its cash of $4513,~~622~~414 as of ~~September~~March 3031, ~~2025~~2026. As of ~~September~~March 3031, ~~2025~~2026, we had a working capital balance of $~~(94~~361,~~823~~319).

RESULTS OF OPERATIONS

Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2025~~2026, as compared to Three ~~and Nine~~ Months Ended March 31, ~~2024~~2025:

We recorded sales revenues of $0 and $~~297~~0, respectively, during the three ~~and nine months~~ ended ~~September~~March 3031, ~~2025~~2026 and ~~2024~~2025.

WeFor ~~recorded~~the ~~sales~~three ~~revenues~~months ofended ~~$25~~March 31,~~000~~ 2026 and ~~$62~~2025,~~500,~~ ~~respectively,~~general ~~during the three~~ and ~~nine~~administrative ~~months~~expenses ~~ended~~were ~~September 30~~$31,335 ~~2025~~ and ~~2024~~$36,436 respectively.

~~For~~We ~~the~~recorded ~~three~~net ~~months~~losses ~~ended~~of ~~September 30~~$17,606 ~~2025~~ and ~~2024~~$38,536, ~~general~~respectively, ~~and~~during ~~administrative~~the ~~expenses~~three ~~were~~months ~~$30,885~~ended ~~and~~March ~~$20~~31,~~965,~~ ~~respectively~~2026 and 2025.

~~For~~Liquidity ~~the nine months ended September 30, 2025~~ and ~~2024,~~Capital ~~general and administrative expenses were $103,781 and $99,911, respectively.~~ Resources

WeAt ~~recorded~~March ~~net~~31, ~~losses~~2026, we had a cash balance of $713,~~985~~414, and total current liabilities of $23100,~~065~~000, ~~respectively,~~consisting ~~during~~of ~~the~~unearned ~~three~~revenue. ~~months~~Our ~~ended~~working ~~September~~capital 30balance at March 31, ~~2025~~2026, ~~and~~was ~~2024~~$(361,319). We have sufficient cash on hand to fund our ongoing operational expenses through December 31, 2025.

WeMaterial ~~recorded~~hurdles ~~net~~remain ~~losses~~until we can increase sales of ~~$47~~our products. First,~~581~~ we must construct manufacturing facilities, which includes locating a site, installing a workshop and ~~$103~~setting up equipment. No special equipment needs to be engineered or produced. All needed equipment is presently available from existing manufacturers. Second,~~962~~ our workforce will need to be trained, ~~respectively~~however, ~~during~~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 ~~nine~~sale ~~months~~of ~~ended~~our ~~September~~common 30stock, ~~2025~~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 ~~2024~~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.

~~Liquidity~~At March 31, 2026, our total assets were $18,754, consisting of cash of $13,414, and ~~Capital~~a ~~Resources~~pre-paid fee to the OTC Markest Group, Inc. of $5,340.

At ~~September~~March 3031, ~~2025~~2026, weour ~~had a cash balance of $45,622 and~~ total ~~current~~ liabilities ofwere $~~315~~380,~~233,~~073 ~~consisting~~and ofstockholders’ ~~unearned~~equity ~~revenue. Our working capital balance at September 30, 2025,~~ was $(94361,~~823~~319). ~~We have sufficient cash on hand to fund our ongoing operational expenses through December 31, 2024.~~

~~Material~~15 ~~hurdles~~Table ~~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.Contents

15Cash ~~Table~~Flows offrom ~~Contents~~Operating Activities

AtWe ~~September~~have ~~30,~~not ~~2025,~~generated ~~our~~positive ~~total~~cash ~~assets~~flows ~~were~~from ~~$220,410,~~operating ~~consisting~~activities. ofNet cash ofused in operations was $45(13,~~622,~~364) and ~~inventory~~$(32,276) offor ~~$174~~the three months ended March 31,~~788~~ 2026 and 2025, respectively.

AtCash ~~September~~Flows ~~30,~~from ~~2025,~~Financing ~~our~~Activities ~~total liabilities were $315,233 and stockholders’ equity was $(94,823).~~

~~Cash~~Net ~~Flows~~cash ~~from~~flows ~~Operating~~provided ~~Activities~~by financing activities was $0 and $0, for the three months ended March 31, 2026 and 2025, respectively.

WeOff-Balance ~~have~~Sheet ~~not generated positive cash flows from operating activities. Net cash used in operations was $(3,781) and $(97,726) for the nine months ended September 30, 2025 and 2024, respectively.~~ Arrangements

~~Cash~~We ~~Flows~~had ~~from~~no ~~Financing~~off-balance ~~Activities~~sheet arrangements for the three months ended March 31, 2026.

~~Net~~Subsequent ~~cash flows provided by financing activities was $0 and $49,250, for the nine months ended September 30, 2025 and 2024, respectively.~~ Events

~~Off-Balance~~None ~~Sheet~~through ~~Arrangements~~date of this filing.

WeITEM ~~had~~3. noQUANTITATIVE ~~off-balance~~AND ~~sheet~~QUALITATIVE ~~arrangements~~DISCLOSURES ~~for~~ABOUT ~~the~~MARKET ~~six months ended September 30, 2025~~RISK.

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

~~None~~ITEM ~~through~~4. ~~date~~CONTROLS ofAND ~~this filing~~PROCEDURES.

~~ITEM~~Evaluation 3.of ~~QUANTITATIVE~~disclosure ~~AND~~controls ~~QUALITATIVE~~and ~~DISCLOSURES ABOUT MARKET RISK.~~procedures

AsOur amanagement, ~~smaller~~with ~~reporting~~the ~~company~~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 ~~12b~~13a-215(e) ofunder 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, weour 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 ~~not~~resource constraints and that management is required to ~~provide~~apply its judgment in evaluating the ~~information~~benefits ~~called~~of ~~for~~possible bycontrols ~~this~~and ~~Item~~procedures 3relative 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.

~~ITEM~~Based 4.on ~~CONTROLS~~that ~~AND~~evaluation, ~~PROCEDURES~~our Chief Executive Officer and our Secretary concluded that, as of March 31, 2026, 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.

~~Evaluation~~Changes ofin ~~disclosure~~internal ~~controls~~control ~~and~~over ~~procedures~~financial reporting

Our management, with the participation of our Chief Executive Officer ~~(who acts as our principal executive officer)~~ and our Secretary, ~~(who~~has ~~acts~~concluded asthere ~~our~~were ~~principal~~no ~~accounting~~significant ~~officer~~changes ~~and~~in ~~principal financial officer), evaluated the effectiveness of~~ our ~~disclosure~~internal controls ~~and~~over ~~procedures~~financial asreporting ~~defined~~that inoccurred ~~Rule~~during ~~13a-15(e) under the Exchange Act as of the end of the period covered by~~ this ~~Quarterly~~quarter ~~Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized~~ that ~~any~~have ~~controls~~materially ~~and procedures~~affected, noor ~~matter~~are ~~how~~reasonably ~~well~~likely ~~designed~~to ~~and~~materially ~~operated~~affect, ~~can~~our ~~provide~~internal ~~only reasonable assurance of achieving the desired~~ control ~~objectives.~~over Infinancial 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 costsreporting. 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~~16 onTable ~~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.Contents

~~Changes~~PART inII. ~~internal~~OTHER ~~control over financial reporting~~INFORMATION

~~Our~~ITEM ~~management,~~1. ~~with~~LEGAL 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 reportingPROCEEDINGS.

16The ~~Table~~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 ~~Contents~~management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

~~PART~~ITEM II1A. ~~OTHER~~RISK ~~INFORMATION~~FACTORS

~~ITEM~~As 1.a ~~LEGAL~~smaller ~~PROCEEDINGS~~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.

~~The~~ITEM ~~Company is not currently subject to any legal proceedings~~2. ~~From~~UNREGISTERED ~~time~~SALES toOF ~~time,~~EQUITY ~~the~~SECURITIES ~~Company~~AND ~~may~~USE ~~become~~OF ~~subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant~~PROCEEDS. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

~~ITEM 1A~~None. ~~RISK FACTORS~~

AsITEM a3. ~~smaller~~DEFAULTS ~~reporting~~UPON ~~company~~SENIOR ~~(as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A~~SECURITIES.

~~ITEM 2~~None. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.~~

~~None~~ITEM 4. MINE SAFETY DISCLOSURES.

~~ITEM 3~~None. ~~DEFAULTS UPON SENIOR SECURITIES.~~

~~None~~ITEM 5. OTHER INFORMATION.

~~ITEM 4~~None. ~~MINE SAFETY DISCLOSURES.~~

~~None.~~17 Table of Contents

ITEM 56. ~~OTHER INFORMATION~~EXHIBITS.

~~None.~~(a) Exhibits required by Item 601 of Regulation SK.

17 Table of Contents

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).

~~ITEM 6. EXHIBITS.~~_______________

~~(a)~~*Furnished, ~~Exhibits~~not ~~required by Item 601 of Regulation SK~~filed.

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).

Table of Contents

~~__________~~SIGNATURES

*FurnishedPursuant to the requirements of the Securities Exchange Act of 1934, ~~not~~the ~~filed~~Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

18 Table of Contents

	GOLDENWELL BIOTECH, INC.

Date: June 30, 2026	By:	/s/ Shuang Liu
	Name:	Shuang Liu
	Title:	Chief Executive Officer (principal executive officer)

SIGNATURES

Date: June 30, 2026

By:

/s/ Hua Xie

Name:

Hua Xie

Title:

Secretary

(principal financial officer and principal accounting officer)

~~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.~~19

	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)

Filing Compare · GOLDENWELL BIOTECH, INC.