Goldenwell Biotech Narrows Losses, Still Faces Going Concern Doubts

TL;DR

**GWLL is still burning cash and relying on related-party loans, making it a highly speculative bet despite narrowing losses.**

AI Summary

GOLDENWELL BIOTECH, INC. (GWLL) reported a net loss of $39,596 for the six months ended June 30, 2025, a significant improvement from the $80,897 net loss in the same period of 2024. Revenue for the six months ended June 30, 2025, totaled $37,797, primarily driven by $37,500 in service revenue and $297 in sales, compared to only $149 in revenue for the prior year period. Operating expenses decreased to $72,896 for the six months ended June 30, 2025, from $76,846 in 2024. The company's cash position increased to $76,507 as of June 30, 2025, up from $49,404 at December 31, 2024. Despite these improvements, GWLL continues to operate on a 'going concern' basis, having accumulated a net loss of $1,399,241 since inception, and remains dependent on raising additional capital. Total liabilities increased to $338,133 from $271,433, while stockholders' equity remained negative at $(86,838).

Why It Matters

Goldenwell Biotech's continued 'going concern' warning signals high risk for investors, indicating the company's survival hinges on securing external funding. While the reduced net loss and increased cash are positive, the substantial accumulated deficit of $1,399,241 and reliance on related-party loans highlight a precarious financial state. This situation could impact employee stability and future product development, potentially limiting customer access to their health care and supplement products. In a competitive biotech market, GWLL's struggle to achieve profitability and secure independent financing puts it at a significant disadvantage against more established players.

Risk Assessment

Risk Level: high — The company explicitly states a 'going concern' doubt due to an accumulated net loss of $1,399,241 since inception and dependence on generating revenues and obtaining capital from third parties. Furthermore, it has an outstanding related-party loan of $95,588, indicating a reliance on insider funding rather than robust market-based financing.

Analyst Insight

Investors should exercise extreme caution and avoid GWLL given the explicit 'going concern' warning and significant accumulated deficit. Any investment would be highly speculative, contingent on the company's unproven ability to secure substantial external funding and achieve profitability.

Financial Highlights

debt To Equity

N/A

revenue

$37,797

operating Margin

N/A

total Assets

$251,295

total Debt

$338,133

net Income

-$39,596

eps

N/A

gross Margin

99.3%

cash Position

$76,507

revenue Growth

N/A

Revenue Breakdown

Key Numbers

• $39,596 — Net Loss (for the six months ended June 30, 2025, an improvement from $80,897 in 2024)
• $37,797 — Total Revenue (for the six months ended June 30, 2025, primarily from service revenue)
• $1,399,241 — Accumulated Net Loss (since inception, raising substantial doubt about going concern)
• $76,507 — Cash at End of Period (as of June 30, 2025, up from $49,404 at December 31, 2024)
• $95,588 — Outstanding Related-Party Loan (as of June 30, 2025, from CEO Shuang Liu)
• $338,133 — Total Liabilities (as of June 30, 2025, an increase from $271,433 at December 31, 2024)
• 99,000,000 — Shares of Common Stock (issued and outstanding as of June 30, 2025)
• $72,896 — Operating Expenses (for the six months ended June 30, 2025, down from $76,846 in 2024)

Key Players & Entities

• GOLDENWELL BIOTECH, INC. (company) — registrant
• Li, Yang (person) — Treasurer of the Company and owner of Australian Trefoil Heath Technology
• Australian Trefoil Heath Technology (company) — related party from which inventory was purchased
• Shuang Liu (person) — Chief Executive Officer of the Company and source of long-term loans
• SEC (regulator) — Securities and Exchange Commission
• Nevada (company) — State of incorporation
• Solon, Ohio (company) — Address of principal executive offices
• Goldenwell DNA Repair (company) — Company's inventory product

FAQ

Risk Factors

• Going Concern Uncertainty [high — financial]: The company has sustained an accumulated net loss of $1,399,241 since inception and has negative stockholders' equity of $(86,838). This raises substantial doubt about its ability to continue as a going concern.
• Dependence on Capital Raising [high — financial]: The company's continuation is dependent on its ability to generate revenues and obtain capital from third parties. There is no guarantee of success in raising additional funds through debt or equity offerings.
• Increasing Liabilities [medium — financial]: Total liabilities increased to $338,133 as of June 30, 2025, from $271,433 at December 31, 2024, while equity remains negative.
• Related-Party Loan [medium — financial]: An outstanding related-party loan of $95,588 from CEO Shuang Liu exists as of June 30, 2025. The terms and repayment of this loan could pose a risk.
• Development Stage Operations [medium — operational]: The company is in the development stage, focusing on R&D for health care and supplement products. Substantially greater revenues are not anticipated until financing is secured and the business plan is implemented.
• Negative Stockholders' Equity [high — financial]: Stockholders' equity is negative at $(86,838) as of June 30, 2025, indicating that liabilities exceed assets.
• Minimal Revenue Generation [medium — financial]: Total revenue for the six months ended June 30, 2025, was only $37,797, primarily from service revenue, with minimal sales revenue of $297.
• Inventory Valuation [low — financial]: Inventory is valued at $174,788 and is noted as a related-party transaction. The valuation and liquidity of this inventory are not detailed.

Industry Context

Goldenwell Biotech operates in the health care and supplements sector, a highly competitive and regulated industry. The company is in the development stage, focusing on R&D, which requires significant capital investment and a long path to market. Success hinges on innovation, regulatory approval, and effective market penetration against established players.

Regulatory Implications

As a biotech company, GWLL is subject to stringent regulations from bodies like the FDA for product development and marketing. Compliance with these regulations is costly and time-consuming. Failure to meet these standards can result in product recalls, fines, or market exclusion.

What Investors Should Do

1. Monitor future capital raises closely: The company's survival is contingent on securing additional funding. Investors should track any equity or debt offerings and their terms.
2. Scrutinize related-party transactions: The $95,588 loan from the CEO and the nature of the $174,788 inventory warrant careful examination for fairness and transparency.
3. Assess progress on business plan execution: Investors should look for tangible signs of revenue growth beyond service fees and successful product development milestones.
4. Evaluate the path to profitability: Given the significant accumulated losses and negative equity, a clear and credible strategy for achieving profitability is essential.
5. Consider the 'going concern' risk: The company's ability to continue operating is in doubt. Investors should be aware of the high risk of business failure.

Key Dates

• 2025-06-30: Six months ended — Reporting period for improved net loss and increased revenue, but continued going concern issues.
• 2024-12-31: Year ended — Previous reporting period for balance sheet comparison, showing lower cash and liabilities.
• 2025-05-15: Form 10-K filed — Provided audited financial statements and detailed business information for the prior fiscal year.

Glossary

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future. If this assumption is doubted, it must be disclosed. (The company's accumulated losses and negative equity raise substantial doubt about its ability to continue operating.)

Accumulated Net Loss

The total net losses a company has incurred since its inception, which reduces retained earnings. (GWLL has an accumulated net loss of $1,399,241, a key factor in the going concern assessment.)

Stockholders' Equity

The residual interest in the assets of an entity after deducting liabilities. It represents the owners' stake. (GWLL has negative stockholders' equity of $(86,838), indicating liabilities exceed assets.)

Related-Party Loan

A loan made between entities or individuals that have a pre-existing business or personal relationship. (The company has a $95,588 loan from its CEO, Shuang Liu, which requires careful scrutiny.)

Development Stage Company

A company that is developing a new product or service and has not yet generated significant revenues or profits. (GWLL is in the development stage, meaning its current operations are focused on R&D and not yet profitable.)

Unearned Revenue

Revenue that has been received by the seller for goods or services that have not yet been delivered or rendered. (The company has $62,500 in unearned service revenue, which will be recognized as revenue when services are performed.)

Right of Use Assets

An asset representing the right to use an underlying asset for a specified period, typically under a lease agreement. (GWLL reports $0 for Right of Use Assets, indicating no significant leased assets are currently recognized on its balance sheet.)

Inventory (related party transaction)

Goods held for sale by a company, with this specific inventory involving transactions with related parties. (GWLL has $174,788 in inventory, which is a related-party transaction, raising questions about its valuation and purpose.)

Year-Over-Year Comparison

Compared to the prior year period, Goldenwell Biotech has shown a significant improvement in its net loss, reducing it from $80,897 to $39,596 for the six months ended June 30, 2025. Revenue has also seen a substantial increase, albeit from a very low base, reaching $37,797 compared to $149 in the prior year, driven by service revenue. Operating expenses have decreased slightly. However, total liabilities have increased, and stockholders' equity remains negative, reinforcing the ongoing 'going concern' issue.

Key Financial Figures

• $0.001 — were 99,000,000 shares of common stock, $0.001 par value per share, outstanding. GOL
• $95,588 — ve an outstanding related-party loan of $95,588. The Company plans to raise additional
• $0 — poration and have generated revenues of $0 and $0 from sales of our nutraceutical
• $4,755 — of December 31, 2024, from its cash of $4,755 as of June 30, 2025. As of June 30, 202
• $139 — We recorded sales revenues of $0 and $139, respectively, during the three months
• $297 — . We recorded sales revenues of $0 and $297, respectively, during the six months en
• $25,000 — 2024. We recorded services revenues of $25,000 and $0, respectively, during the three
• $40,620 — eneral and administrative expenses were $40,620 and $47,890, respectively. For the si
• $47,890 — dministrative expenses were $40,620 and $47,890, respectively. For the six months end
• $72,892 — eneral and administrative expenses were $72,892 and $76,846, respectively. We recorde
• $76,846 — dministrative expenses were $72,892 and $76,846, respectively. We recorded net losses
• $17,720 — spectively. We recorded net losses of $17,720 and $49,920, respectively, during the t
• $49,920 — We recorded net losses of $17,720 and $49,920, respectively, during the three months

Filing Documents

• gdwl_10q.htm (10-Q) — 364KB
• gdwl_ex311.htm (EX-31.1) — 11KB
• gdwl_ex312.htm (EX-31.2) — 11KB
• gdwl_ex321.htm (EX-32.1) — 4KB
• gdwl_ex322.htm (EX-32.2) — 4KB
• 0001477932-25-006690.txt ( ) — 1599KB
• gdwl-20250630.xsd (EX-101.SCH) — 18KB
• gdwl-20250630_lab.xml (EX-101.LAB) — 109KB
• gdwl-20250630_cal.xml (EX-101.CAL) — 26KB
• gdwl-20250630_pre.xml (EX-101.PRE) — 81KB
• gdwl-20250630_def.xml (EX-101.DEF) — 23KB
• gdwl_10q_htm.xml (XML) — 115KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION Item 1.

Financial Statements

Financial Statements. 4 Balance Sheet as of June 30, 2025 (unaudited) and December 31, 2024. 4 5 6 7 Notes to Condensed Financial Statements (unaudited). 8 Item 2.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations. 11 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 14 Item 4.

Controls and Procedures

Controls and Procedures. 14

OTHER INFORMATION

PART II. OTHER INFORMATION Item 1. Legal Proceedings. 15 Item 1A. Risk Factors. 15 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 15 Item 3. Defaults Upon Senior Securities. 15 Item 4. Mine Safety Disclosures. 15 Item 5. Other Information. 15 Item 6. Exhibits. 16

Signatures

Signatures 17 2 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 ou

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS. GOLDENWELL BIOTECH INC BALANCE SHEET (Unaudited) ASSETS June 30, 2025 December 31, 2024 CURRENT ASSETS Cash 76,507 49,404 Accounts Receivable 0 0 Inventory (related party transaction) 174,788 174,788 NONCURRENT ASSETS Right of Use Assets 0 0 TOTAL ASSETS 251,295 224,192 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable 0 0 Lease Liability 0 0 Unearned Sales Revenue 1,860 1,860 Unearned Service Revenue 62,500 Total Current Liabilities 64,360 1,860 NONCURRENT LIABILITIES Due from the related party 95,588 95,588 Long-term liabilities 189,250 189,250 Less Discount on Long-term Liabilities ( 11,065 ) ( 15,265 ) TOTAL LIABILITIES 338,133 271,433 STOCKHOLDERS' EQUITY Common stock, $ 0.0001 par value, 300,000,000 shares authorized, 99,000,000 issued and outstanding at December 31, 2024 99,000,000 issued and outstanding at June 30, 2025 9,900 9,900 Additional paid-in capital 1,302,504 1,302,504 Retained earnings ( 1,399,241 ) ( 1,359,645 ) Total stockholders' equity ( 86,838 ) ( 47,241 ) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 251,295 224,192 The accompanying notes are an integral part of these financial statements. 4 Table of Contents GOLDENWELL BIOTECH INC (Unaudited) Three Months Ended on Six Months Ended on 30-Jun-25 30-Jun-24 30-Jun-25 30-Jun-24 REVENUE Sales 139 0 297 Service Revenue 37,500 37,500 COST OF REVENUES 0 ( 69 ) ( 148 ) GROSS PROFIT 37,500 70 37,500 149 OPERATING EXPENSES General and administrative ( 40,620 ) ( 47,890 ) ( 72,896 ) ( 76,846 ) Total operating expenses ( 40,620 ) ( 47,890 ) ( 72,896 ) ( 76,846 ) Operation Income ( 3,120 ) ( 47,820 ) ( 35,396 ) ( 76,697 ) Other Income and Expenses Interest Expense ( 2,100 ) ( 2,100 ) ( 4,200 ) ( 4,200 ) Income tax pro

NOTES TO FINANCIAL STATEMENTS

NOTES TO FINANCIAL STATEMENTS June 30, 2025 NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS GOLDENWELL BIOTECH INC. (the "Company") was incorporated in the State of Nevada on August 20, 2019. The company address is 7316 Capilano Dr. Solon, Ohio 44139. The Company is in the development stage whose purpose is R&D, production and sales health cares and supplements products. NOTE 2 - GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has sustained an accumulated net loss of $ 1,399,241 since its inception. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company's continuation as a going concern is dependent upon, among other things, its ability to generate revenues and its ability to obtain capital from third parties. No assurance can be given that the Company will be successful in these efforts. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Preparation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). The results for the three months ended June 30, 2025 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10K for the year ended December 31, 2025, filed with the Securities and Ex

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following information should be read in conjunction with (i) the financial statements of Goldenwell Biotech, Inc., a Nevada corporation (the "Company"), and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the December 31, 2024 audited financial statements and related notes included in the Company's Form 10-K (File No. 000-56275; the "Form 10-K"), as filed with the Securities and Exchange Commission on May 15, 2025. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute "forward-looking" statements. 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-Q, and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern. At June 30, 2025, we have an outstanding related-party loan of $95,588. The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings. CRITICAL ACCOUNTING POLICIES The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the Unit

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