GWLL 10-K & 10-Q changes, risk factors and insider trading

Our activities have been financed from the proceeds of share subscriptions.subscriptions and loans from our affiliates. 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.

The Company believes it can satisfy its cash requirements through the fiscal year end of December 31, 2024,2026, from its cash of $49,404.$26,775, as of December 31, 2025. As of December 31, 2024,2025, we had a working capital balance of $222,332.$(343,713).

As of December 31, 2024,2025, we hadsuffered accumulatedfrom deficita working capital balance of $1,359,645.$(343,713). As a result, our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders and external financing will provide the additional cash to meet our obligations as they become due. Our financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

General and Administrative Expenses (“G&A”). We incurred general and administrative expenses of $123,162$113,338 and $116,492$123,098 for the years ended December 31, 20242025 and 2023,2024, respectively. The increase in G&A is primarily attributable to the increase of professional fee, and partially offset with decrease of lease fee.

We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations foruntil at least theDecember next31, 12 months.2026.

For the year ended December 31, 2023,2024, there was no net cash provided by investing activities.

For the year ended December 31, 2024,2025, there was no net cash provided by financing activities was $119,250, consisting primarily of proceeds from a loan from a third party.activities.

For the year ended December 31, 2023,2024, net cash provided by financing activities was $120,388,$119,250, consisting primarily of proceeds from a loan from an officer of the Company and a third party.Company.

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

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, 2025 audited financial statements and related notes included in the Company’s Form 10-K (File No. 000-56275; the “Form 10-K”), as filed with the Securities and Exchange Commission on JuneJuly 30,1, 2026. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

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,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 MarchJune 31,30, 2026, we have an outstanding related-party loan of $95,588.$140,588.

We are an early stage corporation and have generated revenues of $0 and $0, respectively, during the three-monthsix-month periods ended MarchJune 31,30, 2026 and 2025. Accordingly, our plan of operation for the 12 months following the filing of this Quarterly Report on Form 10-Q is to increase the sales of our products.

The Company believes it can satisfy its cash requirements through the fiscal year end of December 31, 2025, from its cash of $13,414$11,143 as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, we had a working capital balance of $361,319$(398,195).

Three and Six Months Ended MarchJune 31,30, 2026, as compared to Three and Six Months Ended March 31, 2025:

We recorded sales revenues of $0 and $0, respectively, during the threesix months ended MarchJune 31,30, 2026 and 2025.

For the three months ended MarchJune 31,30, 2026 and 2025, general and administrative expenses were $31,335$34,776 and $36,436$28,200 (as restated) respectively.

We recorded net losses of $17,606$38,876 and $38,536,$30,300 (as restated), respectively, during the three months ended MarchJune 31,30, 2026 and 2025.

At MarchJune 31,30, 2026, we had a cash balance of $13,414,$11,143, and total current liabilities of $100,000, consisting of unearned revenue. Our working capital balance at MarchJune 31,30, 2026, was $(361,319398,195). We have sufficient cash on hand to fund our ongoing operational expenses through December 31, 2025.2026.

At MarchJune 31,30, 2026, our total assets were $18,754,$28,978, consisting of cash of $13,414,$11,143, and a pre-paid fee to the OTC Markest Group, Inc. of $5,340.$17,835.

At MarchJune 31,30, 2026, our total liabilities were $380,073$427,173 and stockholders’ equity was $(361,319398,195).

We have not generated positive cash flows from operating activities. Net cash used in operations was $(13,36460,632) and $$27,104 (32,276as restated) for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively.

Net cash flows provided by financing activities was $0$45,000 and $0, for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. The $45,000 was an unsecured loan with no term from a related party.

We had no off-balance sheet arrangements for the threesix months ended MarchJune 31,30, 2026.