Goldenwell Biotech, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Goldenwell Biotech, Inc. has filed its annual report (10-K) for the fiscal year ending December 31, 2023.</b>

AI Summary

GOLDENWELL BIOTECH, INC. (GWLL) filed a Annual Report (10-K) with the SEC on April 12, 2024. Filed Form 10-K for the fiscal year ended December 31, 2023. Company is Goldenwell Biotech, Inc., incorporated in Nevada. Principal executive offices located at 581 Boston Mills Road, Suite 300, Hudson, Ohio 44236. Business phone number is 440-666-7999. SEC file number is 000-56275.

Why It Matters

For investors and stakeholders tracking GOLDENWELL BIOTECH, INC., this filing contains several important signals. This filing provides a comprehensive overview of the company's financial performance, business operations, and risk factors for the fiscal year 2023. Investors and stakeholders can use this report to assess the company's financial health, strategic direction, and potential risks.

Risk Assessment

Risk Level: low — GOLDENWELL BIOTECH, INC. shows low risk based on this filing. The filing is a standard 10-K report with no immediate red flags, but a full analysis of the financial statements and risk factors would be needed for a complete assessment.

Analyst Insight

Review the detailed financial statements and risk factors within the 10-K filing to understand Goldenwell Biotech's performance and outlook.

Key Players & Entities

• GOLDENWELL BIOTECH, INC. (company) — Filer name
• 000-56275 (other) — SEC file number
• 20231231 (date) — Fiscal year end
• 20240412 (date) — Filing date
• Nevada (other) — State of incorporation
• 84-2896086 (other) — IRS number
• 581 Boston Mills Road, Suite 300, Hudson, Ohio 44236 (location) — Business address
• 440-666-7999 (phone) — Business phone

FAQ

Industry Context

The company operates within the Food & Kindred Products industry, SIC code 2000.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934.

What Investors Should Do

1. Analyze the full 10-K document for detailed financial statements and disclosures.
2. Identify any specific business segments or product lines mentioned.
3. Review the risk factors section for potential challenges and uncertainties.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-04-12: Filing Date — Date the 10-K report was officially filed with the SEC.

Year-Over-Year Comparison

This is the initial 10-K filing for the fiscal year 2023, providing a baseline for future comparisons.

Key Financial Figures

• $0.001 — he Registrant's common stock, par value $0.001 per share, outstanding. GOLDENWELL BI
• $10.00 — 2025. The Company paid consideration of $10.00 for entering into the Australian Trefoi
• $5.00 — ty that has a market price of less than $5.00 per share. Our common stock, when and i
• $1.00 m — enerally those with assets in excess of $1.00 million, or annual incomes exceeding $200
• $200,000 — 00 million, or annual incomes exceeding $200,000 individually, or $300,000, together wit
• $300,000 — mes exceeding $200,000 individually, or $300,000, together with their spouse). For tran
• $41,000 — s founders for a subscription amount of $41,000. On August 20, 2019, the Company sold 3
• $215,504 — mmon stock for a subscription amount of $215,504. We have no outstanding loans. The Co
• $2,340 — poration and generated revenues of only $2,340 from sales of our nutraceutical and die
• $54,231 — of December 31, 2023, from its cash of $54,231. As of December 31, 2023, we had a work
• $84,723 — 23, we had a working capital balance of $84,723. RESULTS OF OPERATIONS Comparison of
• $47,800 — e . We generated revenues of $2,340 and $47,800 for the years ended December 31, 2023 a
• $1,232 — st of Revenue . Our cost of revenue was $1,232 and $22,614 for the years ended Decembe
• $22,614 — ue . Our cost of revenue was $1,232 and $22,614 for the years ended December 31, 2023 a
• $1,108 — Profit . We generated gross profits of $1,108 and $25,186 for the years ended Decembe

Filing Documents

• gdwl_10k.htm (10-K) — 622KB
• gdwl_ex311.htm (EX-31.1) — 13KB
• gdwl_ex312.htm (EX-31.2) — 13KB
• gdwl_ex321.htm (EX-32.1) — 5KB
• gdwl_ex322.htm (EX-32.2) — 5KB
• gdwl_ex971.htm (EX-97.1) — 34KB
• gdwl_10kimg3.jpg (GRAPHIC) — 12KB
• gdwl_10kimg5.jpg (GRAPHIC) — 9KB
• gdwl_10kimg4.jpg (GRAPHIC) — 11KB
• gdwl_10kimg2.jpg (GRAPHIC) — 12KB
• gdwl_10kimg1.jpg (GRAPHIC) — 10KB
• 0001477932-24-002028.txt (&nbsp;) — 2114KB
• gdwl-20231231.xsd (EX-101.SCH) — 19KB
• gdwl-20231231_lab.xml (EX-101.LAB) — 115KB
• gdwl-20231231_cal.xml (EX-101.CAL) — 24KB
• gdwl-20231231_pre.xml (EX-101.PRE) — 86KB
• gdwl-20231231_def.xml (EX-101.DEF) — 26KB
• gdwl_10k_htm.xml (XML) — 107KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 12 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 15 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. F-1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 16 Item 9A.

Controls and Procedures

Controls and Procedures. 16 Item 9B. Other Information. 17 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 17 PART III Item 10. Directors, Executive Officers and Corporate Governance. 18 Item 11.

Executive Compensation

Executive Compensation. 21 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 23 Item 13. Certain Relationships and Related Transactions, and Director Independence. 24 Item 14. Principal Accounting Fees and Services. 24 PART IV Item 15. Exhibits and Financial Statement Schedules. 25 Item 16. Form 10-K Summary. 25

Signatures

Signatures 26 2 Table of Contents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K of Goldenwell Biotech, Inc., a Nevada corporation (the "Company"), contains "forward-looking statements," as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "could", "expects", "plans", "intends", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: (i) commercialization of our technology and products, (ii) development and protection of our intellectual property, (iii) the Company's need for and ability to obtain additional financing, (iv) industry competition, (v) other factors over which we have little or no control; and (vi) other factors discussed in the Company's filings with the Securities and Exchange Commission ("SEC"). Our management has included projections and estimates in this Form 10-K, which are based primarily on management's experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwis

BUSINESS

ITEM 1. BUSINESS DESCRIPTION OF BUSINESS DESCRIPTION OF BUSINESS Our Corporate History and Background Goldenwell Biotech, Inc. was incorporated on August 20, 2019. Our fiscal year end is December 31, and we have no subsidiaries. Our business offices are currently located at 581 Boston Mills Road, Suite 300, Hudson, Ohio 44236. We do not conduction operations and only receive mail at such location. Summary Financial Information The tables and information below are derived from our audited financial statements as of December 31, 2023. December 31, 2022 Financial Summary Cash and Cash Equivalents $ 54,231 Total Assets 84,723 Total Liabilities 143,334 Total Stockholders' Equity $ 84,723 Exclusive Patent License Agreements Effective July 20, 2020, the Company entered into an Exclusive License Agreement with Australian Trefoil Health Technologies Pty Ltd (the "Australian Trefoil License Agreement"), pursuant to which the Company has licensed from Australian Trefoil the technology and packaging designs underlying the Sugar Master and DNA Repair products, and other products of the Company. The term of the Australian Trefoil License Agreement is for the term of the underlying patent and covers all territories in the world, except China, and the term expires on November 15, 2025. The Company paid consideration of $10.00 for entering into the Australian Trefoil License Agreement. Australian Trefoil Health Technologies Pty Ltd is controlled by Li Yang, a director of the Company. Additionally, effective July 20, 2020 the Company has entered into an Exclusive License Agreement, dated July 20, 2020, with Ji Lin JZY Biotech Inc. (the "JZY Biotech License Agreement"), pursuant to which the Company has licensed from JZY BioTech the technology the Company uses in its products. The term of the JZY BioTech License Agreement is for the term of the underlying patent and covers all territories in the world, except China, and the term expires on January 11,

RISK FACTORS

ITEM 1A. RISK FACTORS As a "smaller reporting company," as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item. 9 Table of Contents

UNRESOLVED STAFF COMMENTS

ITEM 1B. UNRESOLVED STAFF COMMENTS None.

CYBERSECURITY

ITEM 1C. CYBERSECURITY Risk Management and Strategy We do not have any processes for assessing, identifying, and managing material risks from cybersecurity threats. Risks from Cybersecurity Threats To date, we have not yet experienced any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our business, financial condition or results of operations. Governance Our board of directors (the "Board") is acutely aware of the critical nature of managing risks associated with cybersecurity threats given the significance of these threats to our operational integrity and stakeholder confidence. Board Oversight The Board has oversight of cybersecurity risks and bears the primary responsibility for this domain. The members of our Board do not have experience in enterprise risk management, compliance, corporate governance, technology, or finance to equipping them to oversee cybersecurity risks effectively.

PROPERTIES

ITEM 2. PROPERTIES Our officers and directors work remotely, and we have an address of 581 Boston Mills Road, Suite 300, Hudson, Ohio 44236. We do not conduction operations and only receive mail at such location. We do not own any real estate or other physical properties.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES None. 10 Table of Contents PART II

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information and Holders Our shares of common stock are quoted on the over-the-counter markets, currently on the OTC Pink tier of the OTC Markets Group, Inc. (the "OTC Markets Group"), under the stock symbol "GWLL". As of March 27, 2024, the Company had 99,000,000 shares of common stock issued and outstanding, and we had approximately 84 holders of record of our common stock. Dividends We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future. There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend: we would not be able to pay our debts as they become due in the usual course of business; or our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our Articles of Incorporation. Recent Sales of Unregistered Securities There are no unreported sales of equity securities at December 31, 2023. Securities Authorized for Issuance Under Equity Compensation Plans The Company does not have any equity compensation plans. Penny Stock Regulations The SEC has adopted regulations that generally define "penny stock" to be an equity security that has a market price of less than $5.00 per share. Our common stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess o

SELECTED FINANCIAL DATA

ITEM 6. SELECTED FINANCIAL DATA 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. 11 Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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. Our activities 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. We have no outstanding loans. 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. PLAN OF OPERATION We are an early stage corporation and generated revenues of only $2,340 from sales of our nutraceutical and dietary supplements business during the twelve months ended December 31, 2023. Our plan of operation for the 12 months following the filing of this Annual Report on Form 10-K 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, 2023, from its cash of $54,231. As of December 31, 2023, we had a working capital balance of $84,723. RESULTS OF OPERATIONS Comparison of the Years ended December 31, 2023 and 2022 As of December

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