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, ~~2023~~2024

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

For the transition period from ____________ to ___________

Commission File No. 000-56275

GOLDENWELL BIOTECH, INC.

(Exact name of registrant as specified in its charter)

Nevada		84-2896086
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~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, 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 ~~November~~May 515, ~~2023~~2024, there were 99,000,000 shares of common stock, $0.001 par value per share, outstanding.

GOLDENWELL BIOTECH, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

INDEX

Index		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements.	4
	Balance Sheet as of September 30, 2023 (unaudited) and December 31, 2022.	4
	Balance Sheet as of March 31, 2024 (unaudited) and December 31, 2023.		4
	Statement of Operations for the Three and Nine Months ended September 30, 2023 and 2022 (unaudited)	5
	Statement of Operations for the Three Months ended March 31, 2024 and 2023 (unaudited)		5
	Statements of Changes Stockholders’ Equity for the Nine Months ended September 30, 2023 and the year ended December 31, 2022 (unaudited).	6
	Statements of Changes Stockholders’ Equity for the Three Months ended March 31, 2024 and the year ended December 31, 2023 (unaudited).		6
	Statement of Cash Flows for the Three and Nine Months ended September 30, 2023 and 2022 (unaudited).	7
	Statement of Cash Flows for the Three Months ended March 31, 2024 and 2023 (unaudited).		7
	Notes to Condensed Financial Statements (unaudited).	8
	Notes to Financial Statements (unaudited).		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	12	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	15	15
Item 4.	Controls and Procedures.	15	15
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings.	16	16
Item 1A.	Risk Factors.	16	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	16	16
Item 3.	Defaults Upon Senior Securities.	16	16
Item 4.	Mine Safety Disclosures.	16	16
Item 5.	Other Information.	16	16
Item 6.	Exhibits.	17	17
Signatures		18	18

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

GOLDENWELL BIOTECH INC
BALANCE SHEET
(Unaudited)
ASSETS	Sep 30,2023			December 31,2022
CURRENT ASSETS
Cash		11,920			45,995
Accounts Receivable
Inventory (related party transaction)		175,013			176,058
NONCURRENT ASSETS
Right of Use Assets		0			26,346
TOTAL ASSETS		186,933			248,400
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable
Lease Liability		0			25,372
Unearned Revenue		1,410			1,410
LONG-TERM LIABILITIES		80,000			20,000
TOTAL LIABILITIES		81,410			46,782
STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 300,000,000 shares authorized, 99,000,000 issued and outstanding at December 31, 2022 99,000,000 issued and outstanding at September 30, 2023		9,900			9,900
Additional paid-in capital		1,302,504			1,302,504
Retained earnings		(1,206,881	)		(1,110,786	)
Total stockholders' equity		105,523			201,618
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		186,933			248,400
The accompanying notes are an integral part of these financial statements.

GOLDENWELL BIOTECH INC

4BALANCE ~~Table of Contents~~SHEET

~~GOLDENWELL BIOTECH INC~~(Unaudited)

STATEMENT OF OPERATIONS

ASSETS	March 31, 2024			December 31, 2023

CURRENT ASSETS
Cash		24,221			53,231
Accounts Receivable		0
Inventory (related party transaction)		174,746			174,825

NONCURRENT ASSETS
Right of Use Assets		0			0
TOTAL ASSETS		198,968			228,057

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable		0			0
Lease Liability		0			0
Unearned Revenue		1,198			1,410
LONG-TERM LIABILITIES		165,588			165,588
Less Discount on Long-term Liabilities		(21,565	)		(23,665	)
TOTAL LIABILITIES		145,222			143,334

STOCKHOLDERS' EQUITY
Common stock, $0.0001 par value, 300,000,000 shares authorized,
99,000,000 issued and outstanding at December 31, 2023
99,000,000 issued and outstanding at March 31, 2024		9,900			9,900
Additional paid-in capital		1,302,504			1,302,504
Retained earnings		(1,258,658	)		(1,227,681	)
Total stockholders' equity		53,746			84,723

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		198,968			228,057

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

	Three Months Ended on						Nine Months Ended on
	30-Sep-23			30-Sep-22			30-Sep-23			30-Sep-22
REVENUE
Sales		382			43,690			2,080			47,800
COST OF REVENUES		(196	)		(20,663	)		(1,045	)		(22,614	)
GROSS PROFIT		186			23,028			1,035			25,187
OPERATING EXPENSES
General and administrative		(35,592	)		(27,612	)		(97,131	)		(89,959	)
Total operating expenses		(35,592	)		(27,612	)		(97,131	)		(89,959	)
Operation Income		(35,406	)		(4,584	)		(96,096	)		(64,772	)
Other Income and Expenses
Other income		0			0			0			8
Income tax provision
NET LOSS		(35,406	)		(4,584	)		(96,096	)		(64,764	)
Earning per share - basic and diluted
Weighted average number of shares outstanding - basic and diluted		96,433,333			91,322,222			96,433,333			91,322,222

Table of Contents

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

5STATEMENT ~~Table~~OF ofOPERATIONS ~~Contents~~

GOLDENWELL BIOTECH INC
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE QUARTER ENDED SEPTEMBER 30, 2023
(Unaudited)
					Additional
	Common Stock				Paid-In				Accumulated
	Shares		Amount		Capital		Subscription		Deficit			Total
Balance - Sep 30, 2022		96,000,000		9,600		417,804	Receivable			(190,454	)	236,950
Cash receipt from stock subscription receivable								-
Shares issued for cash $0.001 stock price		-		-		-						-
Shares issued for cash $0.01 stock price		-		-		-						-
Shared issued for compensation expense at $0.295 stock price		3,000,000		300		884,700						885,000
Net loss for the period										(920,332	)	(920,332	)
Balance - December 31, 2022		99,000,000		9,900		1,302,504				(1,110,786	)	201,618
Cash receipt from stock subscription receivable								-
Shares issued for cash $0.001 stock price		-		-		-						-
Shares issued for cash $0.01 stock price		-		-		-						-
Net loss for the period										(33,606	)	(33,606	)
Balance - March 31, 2023		99,000,000		9,900		1,302,504				(1,144,392	)	168,012
Cash receipt from stock subscription receivable								-
Shares issued for cash $0.001 stock price
Shares issued for cash $0.01 stock price
Net loss for the period										(27,084	)	(27,084	)
Balance - June 30, 2023		99,000,000		9,900		1,302,504				(1,171,475	)	140,929
Cash receipt from stock subscription receivable								-
Shares issued for cash $0.001 stock price
Shares issued for cash $0.01 stock price
Net loss for the period										(35,406	)	(35,406	)
Balance - September 30, 2023		99,000,000		9,900		1,302,504				(1,206,881	)	105,523
The accompanying notes are an integral part of these financial statements.

(Unaudited)

6 Table of Contents

	Three Months Ended on
	31-Mar-24			31-Mar-23

REVENUE
Sales		158			1,422
COST OF REVENUES		(79	)		(711	)

GROSS PROFIT		79			711

OPERATING EXPENSES
General and administrative		(31,056	)		(34,317	)

Total operating expenses		(31,056	)		(34,317	)

Operation Income		(30,977	)		(33,606	)

Other Income and Expenses
Other income		0			0

Income tax provision		0			0

NET LOSS		(30,977	)		(33,606	)

Earning per share - basic and diluted

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

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

~~STATEMENT~~5 OFTable ~~CASH~~of ~~FLOWS~~Contents

GOLDENWELL BIOTECH INC STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE QUARTER ENDED March 31, 2024 (~~unaudited~~Unaudited)

	For the Three Months Ended on September 30						For the Nine Months Ended on September 30
							Additional
	2023			2022			2023			2022
	Common Stock						Paid-In			Subscription			Accumulated
Cash Flows from Operating Activities:
	Shares			Amount			Capital			Receivable			Deficit			Total
Net Loss		(35,406	)		(4,584	)		(96,096	)		(64,764	)
Balance - March 31, 2023		99,000,000			9,900			1,302,504						(1,144,392	)		168,012
Adjustments to reconcile net loss to net cash used in operating activities:
Cash receipt from stock subscription receivable											-
Changes in operating assets
Shares issued for cash $0.001 stock price											-
Change in Accounts Receivable					(857	)					(857	)
Shares issued for cash $0.01 stock price											-
Change in inventory deposit
Net loss for the period														(27,084	)		(27,084	)
Change in inventory		196			20,663			1,045			22,614
Balance - June 30, 2023		99,000,000			9,900			1,302,504						(1,171,475	)		140,929
Change in right of use asset					3,740			26,346			17,678
Cash receipt from stock subscription receivable											-
Changed in operating liabilities
Shares issued for cash $0.001 stock price											-
Change in Accounts Payable											(111,488	)
Shares issued for cash $0.01 stock price											-
Unearned Revenue
Net loss for the period														(35,406	)		(35,406	)
Change in Lease liability					(3,740	)		(25,372	)		(18,653	)
Balance - September 30, 2023		99,000,000			9,900			1,302,504						(1,206,881	)		105,522
Net Cash used in Operating Activities		(35,210	)		15,222			(94,077	)		(155,470	)
Cash receipt from stock subscription receivable											-
Cash flows from Financing Activities:
Shares issued for cash $0.001 stock price											-
Proceeds from long-term loan		30,000						60,000
Shares issued for cash $0.01 stock price											-
Proceeds from issuance of common stock
Net loss for the period														(20,799	)		(20,799	)
Additional paid-capital
Balance - December 31, 2023		99,000,000			9,900			1,302,504						(1,227,681	)		84,723
Stock subscription receivable
Cash receipt from stock subscription receivable											-
Net Cash provided by Financing Activities		30,000						60,000
Shares issued for cash $0.001 stock price											-
Net change in cash		(5,210	)		15,222			(34,077	)		(155,470	)
Shares issued for cash $0.01 stock price											-
Cash at beginning of period		17,130			42,864			45,996			213,556
Net loss for the period														(30,977	)		(30,977	)
Cash at end of period		11,920			58,086			11,920			58,086
Balance - March 31, 2024		99,000,000			9,900			1,302,504						(1,258,658	)		53,746
The accompanying notes are an integral part of these financial statements.

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

~~GOLDENWELL~~6 ~~BIOTECH~~Table ~~INC~~of Contents

~~NOTES~~GOLDENWELL TOBIOTECH ~~FINANCIAL STATEMENTS~~INC

~~September~~STATEMENT ~~30,~~OF ~~2023~~CASH FLOWS

~~NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS~~(unaudited)

GOLDENWELL BIOTECH INC. (the “Company”) was incorporated in the State of Nevada on August 20, 2019. The company address is 2071 Midway Dr. Twinsburg, Ohio 44087. The Company is in the development stage whose purpose is R&D, production and sales health cares and supplements products.

	For the Three Months Ended on March 31
	2024			2023
Cash Flows from Operating Activities:

Net Loss		(30,977	)		(33,606	)

Adjustments to reconcile net loss to net cash
used in operating activities:
Changes in operating assets
Change in Accounts Receivable		-
Change in inventory deposit		-
Change in inventory		79			711
Change in right of use asset		-			26,346
Changed in operating liabilities		-
Change in Accounts Payable		-
Unearned Revenue		(212	)
Change in Lease liability					(25,372	)
Net Cash used in Operating Activities		(31,110	)		(31,921	)

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

Net change in cash		(29,010	)		(1,921	)
Cash at beginning of period		53,231			45,996
Cash at end of period		24,221			44,075

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

~~The~~7 ~~accompanying~~Table ~~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 $1,206,881 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.Contents

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

~~NOTE~~NOTES 3TO -FINANCIAL ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~STATEMENTS

~~Basis~~March of31, ~~Presentation and Preparation~~2024

~~The~~NOTE ~~accounting~~1 - ~~and~~ORGANIZATION ~~reporting~~AND ~~policies~~DESCRIPTION ofOF ~~the Company conform to accounting principles generally accepted in the United States of America (GAAP).~~BUSINESS

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

~~The~~NOTE ~~preparation~~2 of- ~~financial~~GOING ~~statements~~CONCERN in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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

InThe ~~accordance~~financial ~~with~~statements ~~ASC~~do ~~720,~~not ~~“Start-up~~include ~~Costs”,~~any adjustments relating to the ~~Company~~recoverability ~~expenses~~and ~~all~~classification ~~costs~~of ~~incurred~~recorded inasset ~~connection~~amounts ~~with~~or the ~~start-up~~amounts and ~~organization~~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

8The ~~Table~~accounting and reporting policies of ~~Contents~~the Company conform to accounting principles generally accepted in the United States of America (GAAP).

~~Income~~Use ~~Taxes~~of estimates

The ~~Company~~preparation ~~accounts~~of ~~for~~financial ~~income~~statements ~~taxes using the asset and liability method~~ in ~~accordance~~conformity with ~~ASC~~GAAP ~~740,~~requires ~~“Accounting~~management ~~for~~to ~~Income~~make ~~Taxes”.~~estimates ~~The asset~~ and ~~liability~~assumptions ~~method provides~~ that ~~deferred~~affect ~~tax assets and liabilities are recognized for~~ the ~~expected~~reported ~~future~~amounts ~~tax consequences~~ of ~~temporary differences between the financial reporting and tax bases of~~ assets and liabilities and ~~for~~disclosure ~~operating~~of ~~loss~~contingent ~~and tax credit carry forwards. Deferred tax~~ assets and liabilities ~~are~~at ~~measured using~~ the ~~currently~~date ~~enacted~~of ~~tax~~the ~~rates~~financial statements and ~~laws that will be in effect when~~ the ~~differences~~reported ~~are~~amount ~~expected~~of torevenues ~~reverse.~~and ~~The~~expenses ~~Company~~during ~~records a valuation allowance to reduce deferred tax assets to~~ the ~~amount~~reporting ~~that is believed more likely than not to be realized~~period. As Actual ofresults ~~September~~could ~~30,~~differ ~~2023,~~from ~~the~~those ~~Company did not have any amounts recorded pertaining to uncertain tax positions~~estimates.

~~Fair~~Start-Up ~~Value Measurements~~Costs

~~The~~In ~~Company~~accordance ~~adopted~~with ~~the provisions of~~ ASC ~~Topic 820~~720, “~~Fair~~Start-up ~~Value Measurements and Disclosures~~Costs”, ~~which~~the ~~defines~~Company ~~fair~~expenses ~~value~~all ascosts ~~used~~incurred in ~~numerous~~connection ~~accounting~~with ~~pronouncements,~~the ~~establishes~~start-up ~~a framework for measuring fair value~~ and ~~expands~~organization ~~disclosure~~ of ~~fair~~the ~~value measurements~~Company.

~~The~~Cash estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

~~ASC~~Cash ~~820~~includes ~~defines~~cash ~~fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price)~~ in ~~the~~banks, ~~principal~~money ~~or most advantageous~~ market ~~for~~funds, ~~the~~and ~~asset~~certificates orof ~~liability~~term indeposits anwith ~~orderly~~maturities ~~transaction~~of ~~between~~less ~~market~~than ~~participants~~three onmonths ~~the~~from ~~measurement date. ASC 820 also establishes a fair value hierarchy~~inception, which ~~requires~~are anreadily ~~entity~~convertible to ~~maximize~~known ~~the~~amounts ~~use~~ of ~~observable~~cash ~~inputs~~ and ~~minimize~~which, in the ~~use~~opinion of ~~unobservable~~management, ~~inputs~~are ~~when~~subject ~~measuring~~to ~~fair~~an ~~value.~~insignificant ~~ASC~~risk ~~820 describes three levels~~ of ~~inputs~~loss ~~that~~in ~~may be used to measure fair~~ value:.

~~Level~~8 1Table —of ~~quoted prices in active markets for identical assets or liabilities~~Contents

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

~~Level~~The 3Company —accounts ~~inputs~~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 ~~unobservable~~recognized (for ~~example~~the ~~cash~~expected ~~flow~~future ~~modeling~~tax ~~inputs~~consequences ~~based~~of ontemporary ~~assumptions)~~differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of December 31, 2023, the Company did not have any amounts recorded pertaining to uncertain tax positions.

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

~~NOTE~~The 4Company –adopted ~~LEASE~~the ~~ACCOUNTING~~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.

~~Effective January 15, 2021, the Company entered into a 3-year lease for corporate office which requires 36 monthly payments of $1,949.25, payable at the beginning of each monthly rental period.~~ The ~~lease~~estimated isfair ~~classified~~value ~~as an operating lease as the lease does not transfer ownership~~ of ~~the~~certain ~~underlying~~financial ~~asset at the end of the lease term~~instruments, ~~there~~including iscash noand ~~purchase~~cash ~~option,~~equivalents ~~the~~are ~~lease~~carried ~~terms~~at ishistorical ~~not~~cost ~~for the major part of the remaining economic life of the asset~~basis, ~~and~~which ~~the~~approximates ~~present~~their ~~value of future lease payments does not exceed substantially all of the~~ fair ~~value~~values ofbecause ~~the underlying asset. Accordingly, at commencement, the Company recognized a right~~ of ~~use asset and a lease liability based upon~~ the ~~present~~short-term ~~value~~nature of ~~lease~~these ~~payments not yet paid, discounted using the discount rate for the lease at lease commencement~~instruments.

~~The~~ASC ~~company~~820 ~~classifies~~defines fair value as the ~~right-of-use~~exchange ~~asset~~price asthat ~~non-current~~would be received for ~~the~~an ~~entire~~asset ~~lease~~or ~~term.~~paid ~~The~~to ~~company~~transfer ~~classifies~~a liability (an exit price) in the ~~portion~~principal ofor most advantageous market for the asset or liability ~~due~~in ~~within~~an ~~one~~orderly ~~year~~transaction orbetween market participants on the ~~operating~~measurement ~~cycle,~~date. ~~whichever~~ASC is820 ~~longer,~~also ~~with~~establishes ~~current~~a ~~liability~~fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the ~~rest~~use ~~with~~of ~~noncurrent~~unobservable ~~liability~~inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

~~The~~Level ~~interest~~1 ~~rate~~— ~~implicit~~quoted prices in ~~the~~active ~~lease~~markets isfor ~~not~~identical ~~readily~~assets ~~determinable~~or ~~and management estimated its incremental borrowing rate to be 2% by referencing the information from the current lending market and the costs of borrowing disclosed by some guideline public companies.~~liabilities

OnLevel ~~December~~2 ~~31,~~— ~~2022,~~quoted ~~the~~prices ~~company~~for ~~reached~~similar anassets ~~agreement~~and ~~with~~liabilities ~~the~~in ~~lessor~~active tomarkets ~~terminate~~or ~~the~~inputs ~~lease.~~that Noare ~~early termination fee was charged. Undiscounted cash flows on an annual basis related to this lease was $25,372 by December 31, 2022.~~observable

9Level ~~Table~~3 of— ~~Contents~~inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

~~NOTE~~The 5Company –has ~~RELATED~~no ~~PARTY~~assets ~~TRANSACTION~~or liabilities valued at fair value on a recurring basis.

OnNOTE 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 long4 -~~term~~ ~~loan~~LEASE ~~from~~ACCOUNTING 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.

~~NOTE~~Effective ~~6 –~~January ~~INCOME~~15, ~~TAXES~~2021, the Company entered into a 3-year lease for corporate office which requires 36 monthly payments of $1,949.25, payable at the beginning of each monthly rental period. The lease is classified as an operating lease as the lease does not transfer ownership of the underlying asset at the end of the lease term, there is no purchase option, the lease terms is not for the major part of the remaining economic life of the asset, and the present value of future lease payments does not exceed substantially all of the fair value of the underlying asset. Accordingly, at commencement, the Company recognized a right of use asset and a lease liability based upon the present value of lease payments not yet paid, discounted using the discount rate for the lease at lease commencement.

The ~~reconciliation~~company classifies the right-of-use ~~income~~asset ~~tax~~as ~~benefit~~non-current atfor the Uentire lease term.S. ~~statutory~~The ~~rate~~company ofclassifies ~~21%~~the asportion of ~~September~~the ~~30,~~liability ~~2023~~due towithin ~~the~~one ~~Company’s~~year ~~effective~~or ~~tax~~the ~~rate~~operating cycle, whichever is aslonger, ~~follows:~~with current liability, and the rest with noncurrent liability.

	September 30, 2023			December 31, 2022
Income tax benefit at statutory rate	$	(7,435	)		(206,870	)
Change in valuation allowance		7,435			206,870
Income tax expense		—			—

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

~~The~~On ~~tax~~December ~~effects~~31, of2022, ~~temporary~~the ~~differences~~company ~~that~~reached ~~give~~an ~~rise~~agreement with the lessor to terminate the ~~Company’s~~lease. ~~net~~No ~~deferred~~early ~~tax~~termination ~~assets~~fee aswas ofcharged. ~~September~~Undiscounted 30cash flows on an annual basis related to this lease was $25,372 ~~2023~~by isDecember as31, ~~follows:~~2022.

	September 30,2023			December 31, 2022
Net operating loss carry forward	$	253,445			233,265
Valuation allowance		(253,445	)		(233,265	)
Net deferred tax assets		—			—

Table of Contents

~~The~~NOTE ~~Company~~5 - ~~has~~RELATED ~~approximately~~PARTY of $1,206,881 net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire commencing in fiscal 2038. 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.TRANSACTION

10On ~~Table~~June 7, 2021, the Company purchased inventory of ~~Contents~~$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.

NOTE ~~7 – STOCKHOLDERS’~~6 ~~EQUITY~~- INCOME TAXES

~~Authorized~~The ~~Stock~~reconciliation of income tax benefit at the U.S. statutory rate of 21% as of March 31, 2024 to the Company’s effective tax rate is as follows:

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.

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

OnThe ~~August~~tax ~~20,~~effects ~~2019~~of ~~the~~temporary ~~Company~~differences ~~issued~~that ~~41,000,000~~give ~~shares~~rise ~~of common stock~~ to ~~its~~the ~~founders~~Company’s ~~for~~net adeferred ~~subscription~~tax ~~amount~~assets ofas ~~$41,000. As~~ of ~~December~~March 31, ~~2019,~~2024 ~~the~~is ~~subscription~~as ~~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.~~ follows:

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

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

OnThe ~~January~~Company ~~11,~~has ~~2021~~approximately $1,258,658 ~~the~~of ~~Company~~net ~~issued~~operating 2losses (“NOL”) carried forward to offset taxable income,~~400~~ if any,~~000~~ ~~shares~~in offuture ~~common~~years ~~stock~~which ~~for~~expire acommencing ~~subscription~~in ~~amount~~fiscal 2040. In assessing the realization of ~~$11~~deferred tax assets,~~400.~~ ~~The~~management ~~Company~~considers ~~also~~whether ~~issued~~it ~~500,000~~is ~~shares~~more likely than not that some portion or all of ~~common~~the ~~stock~~deferred ~~for~~tax ~~noncash~~assets ~~bonus~~will be realized. OnThe ~~February~~ultimate ~~22,~~realization ~~2021,~~of ~~the~~deferred ~~Company~~tax ~~issued~~assets ~~1,600,000~~is ~~shares~~dependent upon the generation of ~~common~~future ~~stock~~taxable ~~for~~income aduring ~~subscription~~the ~~amount~~periods in which those temporary differences become deductible. Management considers the scheduled reversal of ~~$80~~deferred tax liabilities,~~000~~ projected future taxable income and tax planning strategies in making this assessment. ~~There~~Based ison nothe ~~remaining~~assessment, ~~balance~~management has established a full valuation allowance against all of the ~~stock~~deferred ~~subscription~~tax ~~receivable~~asset onrelating to NOLs for every period because it is more likely than not that all of the ~~accompanying~~deferred ~~financial~~tax ~~statements~~asset will not be realized.

OnNOTE ~~November~~7 - STOCKHOLDERS’ ~~9, 2022, the Company issued 3,000,000 shares of common stock for noncash bonus at the market value of $0.295 per share.~~ EQUITY

~~NOTE~~Authorized ~~8 – SUBSEQUENT EVENTS~~Stock

~~Management~~The Company has ~~evaluated~~authorized ~~subsequent~~300,000,000 ~~events~~common ~~through~~shares ~~the~~with ~~date~~a ~~these~~par ~~financial~~value ~~statements~~of ~~were~~$0.0001 ~~available~~per share. Each common share entitles the holder to beone ~~issued.~~vote, ~~Based~~in onperson ~~managements’~~or ~~evaluation~~proxy, noon ~~events~~any ~~have~~matter ~~occurred~~on ~~that~~which ~~require~~action ~~disclosure~~of orthe ~~adjustments~~stockholders toof the ~~financial~~corporation ~~statement~~is sought.

11On ~~Table~~August 20, 2019 the Company issued 41,000,000 shares of ~~Contents~~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.

~~ITEM~~10 2.Table ~~MANAGEMENT’S~~of ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.~~Contents

~~The~~On ~~following~~December ~~information should be read in conjunction with (i) the financial statements of Goldenwell Biotech~~1, ~~Inc.~~2020, ~~a Nevada corporation (~~the “Company~~”),~~ ~~and~~issued ~~the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31~~11, ~~2022 audited financial statements and related notes included in the Company’s Form 10-K (File No.~~ 500,000~~-56275;~~ ~~the~~shares ~~“Form~~of ~~10-K”),~~common asstock ~~filed~~for ~~with~~a ~~the~~subscription ~~Securities~~amount ~~and~~of ~~Exchange Commission on April 13~~$79, ~~2023~~000. ~~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~~On January 11, 2021, the Company issued 2,400,000 shares of common stock for a subscription amount of $11,400. The Company also issued 500,000 shares of common stock for noncash bonus. On February 22, 2021, the Company issued 1,600,000 shares of common stock for a subscription amount of $80,000. There is no remaining balance of the stock subscription receivable on the accompanying financial statements.

~~The~~On ~~Company~~November ~~was~~9, ~~incorporated~~2022, in the ~~State~~Company ofissued ~~Nevada~~3,000,000 onshares ~~August~~of ~~20,~~common ~~2019,~~stock ~~and~~for ~~established~~noncash abonus ~~fiscal~~at ~~year~~the ~~end~~market value of ~~December~~$0.295 31per share.

~~Going~~NOTE ~~Concern~~8 - SUBSEQUENT EVENTS

ToManagement ~~date the Company~~ has ~~little~~evaluated ~~operations~~subsequent orevents ~~revenues~~through ~~and~~the ~~consequently~~date ~~has~~these ~~incurred~~financial ~~recurring~~statements ~~losses~~were ~~from~~available ~~operations. Substantially greater revenues are not anticipated until we complete the financing we endeavor~~ to ~~obtain,~~be ~~as described in this Form 10-K, and implement our initial business plan~~issued. ~~The~~Based ~~ability of the Company to continue as a going concern is dependent~~ on ~~raising~~managements’ ~~capital~~evaluation, tono ~~fund~~events ~~our~~have ~~business~~occurred ~~plan~~that ~~and~~require ~~ultimately~~disclosure toor ~~attain~~adjustments ~~profitable operations. Accordingly, these factors raise substantial doubt as~~ to the ~~Company’s~~financial ~~ability to continue as a going concern~~statement.

~~Our~~11 ~~activities~~Table ~~have been financed from the proceeds~~ of share subscriptions. On August 20, 2019 the Company sold 41,000,000 shares of common stock to its founders for a subscription amount of $41,000. On August 20, 2019, the Company sold 39,000,000 shares of common stock for a subscription amount of $215,504.Contents

WeITEM ~~have~~2. anMANAGEMENT’S ~~outstanding~~DISCUSSION ~~related-party~~AND ~~loan~~ANALYSIS ofOF ~~$30,000~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The ~~Company~~following ~~plans~~information toshould ~~raise~~be ~~additional~~read ~~funds~~in ~~through~~conjunction ~~debt~~with or(i) ~~equity~~the ~~offerings~~financial statements of Goldenwell Biotech, Inc., ~~There~~a isNevada nocorporation ~~guarantee~~(the ~~that~~“Company”), and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2023 audited financial statements and related notes included in the Company’s ~~will~~Form be10-K ~~able~~(File toNo. ~~raise~~000-56275; ~~any~~the ~~capital~~“Form ~~through~~10-K”), as filed with the Securities and Exchange Commission on April 12, 2024. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or ~~any~~current ~~other~~fact ~~offerings~~constitute “forward-looking” statements.

~~CRITICAL ACCOUNTING POLICIES~~OVERVIEW

The ~~discussion~~Company ~~and~~was ~~analysis~~incorporated ~~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~~State ~~States (“US GAAP”). The preparation~~ of ~~these~~Nevada ~~condensed~~on ~~consolidated~~August ~~financial statements requires us to make estimates and judgments that affect the reported amounts of assets~~20, ~~liabilities~~2019, ~~revenues~~ and ~~expenses,~~established ~~and~~a ~~related~~fiscal ~~disclosure~~year ofend 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~~December ~~form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources~~31. 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~~Going ~~of Accounting~~Concern

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

12Our ~~Table~~activities have been financed from the proceeds of ~~Contents~~share subscriptions. On August 20, 2019 the Company sold 41,000,000 shares of common stock to its founders for a subscription amount of $41,000. On August 20, 2019, the Company sold 39,000,000 shares of common stock for a subscription amount of $215,504.

~~Basic~~We ~~Earnings~~have ~~(loss)~~an ~~per~~outstanding ~~Share~~related-party loan of $100,000.

The Company ~~computes~~plans ~~net~~to ~~income~~raise ~~(loss)~~additional ~~per~~funds ~~share~~through indebt ~~accordance~~or ~~with~~equity ~~ASC~~offerings. ~~260, Earnings~~There ~~per~~is ~~Share. ASC~~no ~~260~~guarantee ~~specifies~~that the ~~computation,~~Company ~~presentation~~will ~~and~~be ~~disclosure~~able ~~requirements~~to ~~for~~raise ~~earnings~~any ~~(loss)~~capital ~~per~~through ~~share~~this ~~for~~or ~~entities~~any ~~with~~other ~~publicly held common stock~~offerings.

~~Basic~~CRITICAL ~~net~~ACCOUNTING 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.POLICIES

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

~~The~~Basis ~~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.Accounting

~~Due~~The toCompany’s ~~the~~financial ~~limited~~statements ~~level~~are ofprepared ~~operations,~~using the ~~Company~~accrual ~~has~~method ~~not~~of ~~had~~accounting toand ~~make~~are ~~material~~presented ~~assumptions~~in orUnited ~~estimates~~States ~~other than the assumption that the Company is a going concern~~Dollars.

~~Income~~12 ~~Taxes~~Table of Contents

~~Income~~Basic ~~taxes~~Earnings 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~~loss) ~~results~~per ~~from the net change during the year of deferred tax assets and liabilities.~~Share

~~Deferred~~The ~~tax~~Company ~~assets~~computes ~~are~~net ~~reduced~~income by(loss) aper ~~valuation~~share ~~allowance when,~~ in ~~the~~accordance ~~opinion~~with ofASC ~~management~~260, Earnings itper isShare. ASC ~~more~~260 ~~likely~~specifies ~~than not that some portion or all of~~ the ~~deferred~~computation, ~~tax~~presentation ~~assets will not be realized. Deferred tax assets~~ and ~~liabilities~~disclosure ~~are~~requirements ~~adjusted~~ for ~~the~~earnings ~~effects~~(loss) ofper ~~changes~~share infor ~~tax~~entities ~~laws~~with ~~and~~publicly ~~rates~~held oncommon ~~the date of enactment~~stock.

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

~~The~~Use Company’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~~Estimates ~~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).~~Assumptions

~~Fair~~The ~~Value~~preparation of ~~Financial~~financial ~~Instruments~~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.

~~The~~Due ~~carrying amount of cash and current liabilities approximates fair value due~~ to the ~~short~~limited ~~maturity~~level of ~~these~~operations, ~~instruments.~~the ~~These~~Company ~~fair~~has ~~value~~not ~~estimates~~had ~~are~~to ~~subjective~~make inmaterial ~~nature~~assumptions ~~and~~or ~~involve~~estimates ~~uncertainties~~other ~~and~~than ~~matters~~the ofassumption ~~significant~~that ~~judgment and therefore cannot be determined with precision. Unless otherwise noted, it is management’s opinion~~ the Company is ~~not~~a ~~exposed~~going ~~to significant interest, currency or credit risks arising from these financial instruments~~concern.

~~Start-Up~~Income ~~expenses~~Taxes

AsIncome ataxes ~~start-up~~are ~~company~~provided in accordance with ASC 740, Income ~~the~~Taxes. ~~costs~~A ~~associated~~deferred ~~with~~tax ~~start-up~~asset ~~activities~~or ~~are~~liability ~~expensed~~is asrecorded ~~incurred~~for all temporary differences between financial and tax reporting and net operating loss carry forwards. ~~Accordingly,~~Deferred ~~start-up~~tax ~~costs~~expense ~~associated~~(benefit) ~~with~~results from the ~~Company’s~~net ~~formation~~change ~~have~~during ~~been~~the ~~included~~year inof ~~the~~deferred ~~Company’s~~tax ~~general~~assets and ~~administrative expenses~~liabilities.

13Deferred ~~Table~~tax assets are reduced by a valuation allowance when, in the opinion of ~~Contents~~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.

~~Property~~Foreign ~~and~~Currency ~~Equipment~~Translation

~~Property~~The Company’s functional and ~~equipment~~reporting ~~are~~currency ~~stated~~is atthe ~~cost~~United States dollar. ~~Major~~Occasional ~~repairs~~transactions ~~and~~may ~~betterments~~occur ~~are~~in ~~capitalized~~Chinese ~~and~~Renminbi ~~normal~~or ~~maintenance~~Australian Dollars. Monetary assets and ~~repairs~~liabilities ~~are~~denominated ~~charged~~in toforeign ~~expense~~currencies asare ~~incurred.~~translated ~~Depreciation~~using isthe ~~computed~~exchange byrate prevailing at the ~~straight~~balance sheet date. Non-~~line~~monetary ~~method~~assets ~~over~~and ~~the~~liabilities ~~estimated~~denominated ~~useful~~in ~~lives~~foreign currencies are translated at rates of exchange in effect at the ~~related~~date ~~assets~~of the transaction. ~~Upon~~Average ~~retirement~~monthly orrates ~~sale~~are ofused anto ~~asset,~~translate ~~the~~expenses. ~~cost~~Gains and ~~accumulated~~losses ~~depreciation~~arising ~~are~~on ~~removed~~translation ~~from~~or ~~the~~settlement ~~accounts~~of ~~and~~foreign ~~any~~currency ~~gain~~denominated transactions or ~~loss~~balances isare ~~reflected~~included in ~~operations~~the determination of net income (loss).

~~Recent~~Fair ~~Accounting~~Value ~~Pronouncements~~of Financial Instruments

The ~~Company~~carrying ~~has~~amount ~~implemented~~of ~~all~~cash ~~new~~and ~~accounting~~current ~~pronouncements~~liabilities ~~that~~approximates fair value due to the short maturity of these instruments. These fair value estimates are subjective in ~~effect~~nature and ~~that~~involve ~~may~~uncertainties ~~impact~~and ~~its~~matters ~~financial~~of ~~statements~~significant judgment and ~~does~~therefore ~~not~~cannot ~~believe~~be ~~that~~determined ~~there~~with ~~are~~precision. ~~any~~Unless ~~other~~otherwise ~~new~~noted, ~~accounting~~it ~~pronouncements~~is ~~that~~management’s ~~have~~opinion ~~been~~the ~~issued~~Company ~~that~~is ~~might~~not ~~have~~exposed ato ~~material~~significant ~~impact~~interest, oncurrency ~~its~~or ~~financial~~credit ~~position~~risks orarising ~~results~~from ofthese ~~operations~~financial instruments.

~~PLAN~~Start-Up ~~OF OPERATION~~expenses

WeAs ~~are~~a anstart-up ~~early~~company, ~~stage~~the ~~corporation~~costs ~~and~~associated ~~have~~with ~~generated~~start-up ofactivities ~~only~~are ~~$382~~expensed ~~and~~as $2incurred. Accordingly,~~080~~ ofstart-up ~~revenues~~costs ~~from~~associated ~~sales~~with ofthe ~~our~~Company’s ~~nutraceutical~~formation ~~and~~have ~~dietary~~been ~~supplements~~included ~~business~~in ~~during~~ the ~~three~~Company’s general and ~~nine~~administrative ~~months periods ended September 30, 2023~~expenses.

~~Our~~13 ~~plan~~Table 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.~~Contents

~~The~~Property ~~Company~~and believes it can satisfy its cash requirements through the fiscal year end of December 31, 2023, from its cash of $11,920 as of September 30, 20203. As of September 30, 2023, we had a working capital balance of $105,523.Equipment

~~RESULTS~~Property OFand ~~OPERATIONS~~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.

~~Three~~Recent ~~Months~~Accounting ~~Ended September 30, 2023 as compared to Three Months Ended September 30, 2022:~~Pronouncements

WeThe ~~recorded~~Company ~~revenues~~has ofimplemented ~~$382~~all ~~and~~new ~~$2,080,~~accounting ~~respectively,~~pronouncements ~~during~~that ~~the~~are ~~three~~in ~~months~~effect ~~ended~~and ~~September~~that ~~30,~~may ~~2023~~impact its financial statements and ~~2022~~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.

~~For~~PLAN ~~the~~OF three months ended September 30, 2023, general and administrative expenses were $35,592 as compared to $27,612 for the three months ended September 30, 2022. The increase was primarily related to auditing fees for the fiscal year ended December 31, 2022.OPERATION

~~Nine~~We ~~months~~are ~~Ended~~an ~~September~~early 30stage corporation and have generated of only $382 and $2,080 ~~2023~~of asrevenues ~~compared~~from tosales ~~Nine~~of ~~Months~~our ~~Ended~~nutraceutical ~~September~~and 30dietary supplements business during the three months periods ended March 31, ~~2022:~~2024.

WeOur ~~recorded~~plan ~~revenues~~ of ~~$2,082~~operation ~~and~~for ~~$47,800, respectively, during~~ the ~~nine~~12 months ~~ended~~following ~~September~~the ~~30,~~filing ~~2023~~of ~~and~~this ~~2022. The~~Quarterly ~~decrease~~Report inon ~~revenues~~Form ~~was~~10-Q ~~due~~is to aincrease ~~decrease~~the in sales of our products.

~~For~~The ~~the~~Company ~~nine~~believes ~~months~~it ~~ended~~can ~~September~~satisfy ~~30,~~its ~~2023,~~cash ~~general~~requirements ~~and~~through ~~administrative~~the ~~expenses~~fiscal ~~were~~year ~~$97,131~~end asof ~~compared~~December to31, ~~$89~~2023,~~959~~ ~~for~~from ~~the~~its ~~nine~~cash ~~months~~of ~~ended~~$11,920 as of September 30, ~~2022~~20203. ~~The~~As ~~increase~~of ~~was~~March ~~primarily~~31, ~~related~~2024, towe ~~auditing~~had ~~fees~~a ~~for~~working ~~the~~capital ~~fiscal~~balance ~~year~~of ~~ended December 31~~$105, ~~2022~~523.

~~Liquidity~~RESULTS ~~and~~OF ~~Capital Resources~~OPERATIONS

AtThree ~~September~~Months ~~30,~~Ended ~~2023,~~March ~~we had a cash balance of $11~~31,~~920~~ ~~and~~2024 ~~total~~as ~~current~~compared ~~liabilities of $84,410. Our working capital balance at September 30, 2023, was $105,523. We sufficient cash on hand~~ to ~~fund~~Three ~~our~~Months ~~ongoing~~Ended ~~operational~~March ~~expenses through December~~ 31, 2023. :

~~Material~~We ~~hurdles~~recorded ~~remain~~revenues ~~until we can increase sales~~ of ~~our~~$158 ~~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~~$1, ~~our workforce will need to be trained~~422, ~~however~~respectively, noduring 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~~three ofmonths ~~our~~ended ~~common~~March ~~stock~~31, if2024 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~~2023. 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.

14For ~~Table~~the ofthree ~~Contents~~months ended March 31, 2024, general and administrative expenses were $31,056 as compared to $34,317 for the three months ended March 31, 2023. The increase was primarily related to auditing fees for the fiscal year ended December 31, 2023.

AtWe ~~September~~recorded ~~30,~~net ~~2023,~~losses ~~our~~of ~~total~~$30,977 ~~assets~~and ~~were~~ $~~186~~33,~~933~~606, ~~consisting~~respectively, ofduring ~~cash~~the ofthree ~~$11,920,~~months ~~and~~ended ~~inventory~~March ~~of $175~~31,~~213~~ 2024 and 2023.

AtLiquidity ~~September 30, 2023, our current~~ and ~~total~~Capital ~~liabilities were $81,410, and stockholders’ equity was $105,523.~~Resources

~~Cash~~At ~~Flows~~March ~~from~~31, ~~Operating~~2024, ~~Activities~~we had a cash balance of $24,211 and total current liabilities of $145,222. Our working capital deficit at March 31, 2024, was $121,011. We sufficient cash on hand to fund our ongoing operational expenses through December 31, 2023.

WeMaterial ~~have~~hurdles ~~not~~remain ~~generated~~until ~~positive~~we ~~cash~~can ~~flows~~increase ~~from~~sales ~~operating~~of ~~activities~~our products. ~~Net~~First, ~~cash~~we ~~used~~must inconstruct ~~operations~~manufacturing ~~was~~facilities, ~~$26~~which includes locating a site,~~946~~ installing a workshop and ~~$25,037~~setting ~~for~~up ~~the~~equipment. ~~three~~No ~~months~~special ~~ended~~equipment ~~September~~needs 30to be engineered or produced. All needed equipment is presently available from existing manufacturers. Second, ~~2023~~our ~~and~~workforce ~~2022~~will need to be trained, ~~respectively~~however, no specialized education or experience is needed by labor we intend to hire. ~~Net~~We ~~cash~~estimate ~~used~~that inwe ~~operations~~need ~~was~~approximately $585,~~867~~000,000 to complete such activities and ~~$170,692~~that ~~for~~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, ~~2023~~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 ~~2022~~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, ~~respectively~~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.

~~Cash~~At ~~Flows~~March ~~from~~31, ~~Financing~~2024, ~~Activities~~our total assets were $198,968 consisting of cash of $24,221, and inventory of $174,746.

~~Net~~At ~~cash~~March ~~flows provided by financing activities was $30~~31,~~000~~ ~~and $0~~2024, ~~for~~our ~~the~~current ~~three~~and ~~months~~total ~~ended~~liabilities ~~September~~were 30$145,222, ~~2023~~ and ~~2022,~~stockholders’ ~~respectively.~~equity ~~Net cash flows provided by financing activities~~ was $60198,~~000 and $0, for the nine months ended September 30, 2023 and 2022, respectively~~968.

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

WeCash ~~had~~Flows nofrom ~~off-balance~~Operating ~~sheet arrangements for the three months ended September 30, 2023.~~Activities

~~Subsequent~~We ~~Events~~have not generated positive cash flows from operating activities. Net cash used in operations was $31,110 and $31,921 for the three months ended March 31, 2024 and 2023, respectively.

~~None~~Cash ~~through~~Flows ~~date~~from ofFinancing ~~this~~Activities ~~filing.~~

~~ITEM~~Net 3.cash ~~QUANTITATIVE~~flows ~~AND~~provided ~~QUALITATIVE~~by ~~DISCLOSURES~~financing ~~ABOUT~~activities ~~MARKET~~was ~~RISK~~$2,100 and $30,000, for the three months ended March 31, 2024 and 2023, respectively.

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

~~ITEM~~We 4.had ~~CONTROLS~~no ~~AND~~off-balance ~~PROCEDURES~~sheet arrangements for the three months ended March 31, 2024.

~~Evaluation~~Subsequent ~~of disclosure controls and procedures~~Events

~~Our~~None ~~management,~~through ~~with~~date ~~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~~filing. 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~~ITEM on3. ~~that~~QUANTITATIVE ~~evaluation,~~AND ~~our~~QUALITATIVE ~~Chief~~DISCLOSURES ~~Executive~~ABOUT ~~Officer~~MARKET and our Secretary concluded that, as of September 30, 2023, 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 disclosureRISK.

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

~~Our~~ITEM ~~management,~~4. ~~with~~CONTROLS ~~the~~AND 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 reportingPROCEDURES.

15Evaluation ~~Table~~ of ~~Contents~~disclosure controls and procedures

~~PART~~Our IImanagement, 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. ~~OTHER~~In ~~INFORMATION~~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.

~~ITEM~~Based 1.on ~~LEGAL~~that ~~PROCEEDINGS~~evaluation, our Chief Executive Officer and our Secretary concluded that, as of March 31, 2024, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and (ii) that such information is accumulated and communicated to our management, including our President and our Secretary, as appropriate, to allow timely decisions regarding required disclosure.

~~The~~Changes ~~Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings~~ in ~~connection~~internal ~~with~~control ~~its~~over 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.~~reporting

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.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

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

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

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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: November 13, 2023	By:	/s/ Shuang Liu
Date: May 20, 2024	By:	/s/ Shuang Liu
	Name:	Shuang Liu
	Title:	Chief Executive Officer(principal executive officer)

Date: November 13, 2023	By:	/s/ Hua Xie
Date: May 20, 2024	By:	/s/ Hua Xie
	Name:	Hua Xie
	Title:	Secretary(principal financial officer and principal accounting officer)

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