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, 2021 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 April 1, 2022. 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, little in the way of revenues, and consequently has incurred recurring losses from operations. No revenues are anticipated until we and have sales of our products. 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 an outstanding related-party loan of $__________.

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 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:






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Basis of Accounting


The Company's financial statements are prepared using the accrual method of accounting and are presented in United States Dollars.

Basic Earnings (loss) per Share

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock.

Basic net 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.

Use of Estimates and Assumptions

The 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.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.





Income Taxes



Income taxes 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) results from the net change during the year of deferred tax assets and liabilities.

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





Foreign Currency Translation



The 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 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).

Fair Value of Financial Instruments

The carrying amount of cash and current liabilities approximates fair value due to the short maturity of these instruments. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.





Start-Up expenses


As a start-up company, the costs associated with start-up activities are expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses.






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Property and Equipment



Property and 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.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and 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.





PLAN OF OPERATION


We are an early stage corporation and have not generated any revenues from our nutraceutical and dietary supplements business during the twelve months ended December 31, 2021.

Our plan of operation for the 12 months following the offering the subject of this prospectus is to build out or manufacturing location in Ohio and increase sales from our existing products.

The Company believes it can satisfy its cash requirements through the fiscal year end of December 31, 2022, from its cash of $67,901. As of March 31, 2022, we had a working capital balance of $268,334.





RESULTS OF OPERATIONS


The Three- Month Periods Ended March 31, 2022 and 2021.

For the three months ended March 31, 2021 and 2020, respectively, we recorded revenues of $397 and $0, respectively.

For the three-month periods ended March 31, 2022 and 2020, we incurred total operating expenses of $33,596 and $46,851, respectively, consisting solely of general and administrative expenses.

For the three-month periods ended March 31, 2022 and 2021, we incurred a net losses of $33,380 and $46,851, respectively.

Liquidity and Capital Resources

At March 31, 2022, we had a cash balance of $67,091 and total current liabilities of $40,352. Our working capital balance at March 31, 2022, was $268,334. We sufficient cash on hand to fund our ongoing operational expenses through December 31, 2022. We will need to raise at least $100,000 to expand our operations and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock or a debt financing. 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 ongoing operational expenses. In the absence of such financing, our business will likely 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 our operations and our business will fail.

At March 31, 2022, our total assets were $308,686, consisting of cash of $67,901, inventory of $198,483, and a right of use assets of $42,301.

At March 31, 2022, our current liabilities were $40,352, total liabilities were $40,352 and stockholders' equity was $268,334.






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Cash Flows from Operating Activities

We have not generated positive cash flows from operating activities. Net cash used in operations was $145,645 and $150,200 for the three months ended March 31, 2022 and 2021, respectively.

Cash Flows from Financing Activities

Net cash flows provided by financing activities was $0 and $170,125, for the three months ended March 31, 2022 and 2021, respectively.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements for the three months ended March 31, 2022.





Subsequent Events



None through date of this filing.

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