UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~May 815, ~~2021~~2024

Goldenwell Biotech, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

000-56275

(Commission File Number)

84-2896086

(IRS Employer Identification No.)

~~2071~~581 ~~Midway~~Boston ~~Drive~~Mills Road, Suite 300

~~Twinsburg~~Hudson, Ohio 44087

(Address of principal executive offices)(Zip Code)

(440) 666-7999

Registrant’s telephone number, including area code

~~__________________________________________~~______________________________________________

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by checkmark 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. ☒

Item 4.01 Changes in Registrant’s Certifying Accountant

(a) On ~~September~~May 814, ~~2021~~2024, Goldenwell Biotech, Inc. (the “Company”) notified ~~Michael~~BF ~~Gillespie~~Borgers &CPA ~~Associates,~~PC ~~PLLC~~ (“~~Gillespie~~BF ~~& Associates~~Borgers”) that the Company had dismissed ~~Gillespie~~BF &Borgers ~~Associates~~ as the independent registered public accounting firm of the Company. The Board of Directors of the Company recommended and approved the dismissal.

The reports of ~~Gillespie~~BF &Borgers ~~Associates~~ regarding the Company’s financial statements as of December 31, ~~2020~~2023 and ~~2019~~2022, and the related consolidated statements of operations and comprehensive loss, consolidated statements of changes in stockholders’ equity, and consolidated statements of cash flows for the years then ended, contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle. The reports of ~~Gillespie~~BF ~~& Associates~~Borgers, however, stated that there is substantial doubt about the Company’s ability to continue as a going concern.

For the years ended December 31, ~~2020~~2023 and ~~2019~~2022, and during the subsequent interim period through the date of dismissal, the Company had no disagreement with ~~Gillespie~~BF &Borgers ~~Associates~~ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of ~~Gillespie~~BF ~~& Associates~~Borgers, would have caused them to make reference thereto in their report on the Company’s financial statements for such year ended December 31, ~~2020~~2023 and ~~2019~~2022. There were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

NoThe ~~acceptance~~Company ~~procedures~~provided ~~have~~BF ~~been~~Borgers ~~received~~a bycopy ~~Michael~~of ~~Gillespie~~the &above ~~Associates,~~disclosures ~~PLLC~~and ~~from~~requested BF Borgers to furnish a letter addressed to the ~~successor~~Securities ~~auditor~~and Exchange Commission stating whether or not it agrees with the above statements. BF Borgers’s response is attached as Exhibit 16.1 to this Current Report on Form 8-K.

~~The~~(b) ~~Company~~On ~~provided~~May ~~Gillespie~~15, &2024, ~~Associates~~the aboard ~~copy~~of directors of the ~~above~~Company ~~disclosures~~resolved ~~and requested Gillespie & Associates~~ to ~~furnish~~engage athe ~~letter~~independent ~~addressed~~registered topublic ~~the~~accounting ~~Securities~~firm ~~and~~Yusufali ~~Exchange~~& ~~Commission~~Associates, ~~stating~~LLC ~~whether~~(“Yusufali or& ~~not~~Associates”), itas ~~agrees with~~ the ~~above statements. Gillespie & Associates~~Company’s ~~response~~new isindependent ~~attached~~registered aspublic ~~Exhibit~~accountants, ~~16.1~~which toappointment ~~this~~Yusufali ~~Current~~& ~~Report~~Associates onhas ~~Form 8-K~~accepted.

~~(b)~~During Onthe ~~September~~two 8,most ~~2021~~recent fiscal years and the interim period preceding the engagement of Yusufali & Associates, the Company ~~resolved~~has tonot ~~engage~~consulted ~~the~~with ~~independent~~Yusufali ~~registered~~& ~~public~~Associates regarding either: (i) the application of accounting ~~firm~~principles, (ii) the type of BFaudit ~~Borgers~~opinion ~~CPA~~that PCmight ~~(“BF~~be ~~Borgers”~~rendered by Exelient or (iii), any other matter that was the subject of disagreement between the Company’s ~~new~~and ~~independent~~its ~~registered~~former ~~public~~auditor ~~accountants~~as described in Item 304(a)(1)(iv), ~~which~~or ~~appointment~~a BFreportable ~~Borgers~~event ~~has~~as ~~accepted~~described in paragraph 304(a)(1)(v), of Regulation S-K. The Company did not have any disagreements with Exelient and therefore did not discuss any past disagreements with Yusufali & Associates.

During the two most recent fiscal years and the interim period preceding the engagement of BF Borgers, the Company has not consulted with BF Borgers regarding either: (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by Exelient or (iii) any other matter that was the subject of disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv), or a reportable event as described in paragraph 304(a)(1)(v), of Regulation S-K. The Company did not have any disagreements with Gillespie & Associates and therefore did not discuss any past disagreements with BF Borgers.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit		Description
16.1		Letter from ~~Michael~~BF ~~Gillespie~~Borgers &CPA ~~Associates~~PC, dated ~~September~~May 820, ~~2021~~2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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 hereunto duly authorized.

	GOLDENWELL BIOTECH, INC.
Date: September 9, 2021	By:	/s/ Shuang Liu
Date: May 20, 2024	By:	/s/ Shuang Liu
	Name:	Shuang Liu
	Title:	Chief Executive Officer

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