10-Q/A: Goldenwell Biotech Restates Q3 2025 Financials Amid Errors
Restated Quarterly Report
Goldenwell Biotech, Inc. has restated its Q3 2025 financial statements due to accounting errors related to legal fees, service revenue recognition, and prepaid fees.
Summary
- Goldenwell Biotech, Inc. is filing an amendment to its Form 10-Q for the quarter ended September 30, 2025, to restate its financial statements.
- The restatement is due to accounting errors identified by the company's independent registered public accounting firm, Michael Gillsepie & Associates, PLLC.
- Errors include the incorrect recording of legal expenses and accrued legal fees, misclassification of prepaid OTCQB fees, and improper revenue recognition for a service contract.
- The company has corrected these errors to comply with U.S. GAAP.
- As a result of the restatement, net loss for the three months ended September 30, 2025, was adjusted by $19,910, and total assets and liabilities were also impacted.
- The company continues to face substantial doubt regarding its ability to continue as a going concern due to accumulated losses and reliance on future capital raises.
- The company has $45,622 in cash and a working capital deficit of $(332,111) as of September 30, 2025.
- The company estimates needing approximately $5,000,000 to construct manufacturing facilities, which would take about one year.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this filing negatively due to the financial restatement, lack of revenue, significant accumulated losses, and substantial doubt about the company's ability to continue as a going concern.
Positives
- The company has identified and corrected accounting errors, demonstrating a commitment to financial reporting accuracy.
- The company has $45,622 in cash, which management believes is sufficient to fund ongoing operational expenses through December 31, 2025.
Negatives
- The company has restated its financial statements due to material accounting errors.
- The company has sustained an accumulated net loss of $1,456,377 since its inception, raising substantial doubt about its ability to continue as a going concern.
- The company has a working capital deficit of $(332,111) as of September 30, 2025.
- The company has $0 in sales revenue for the three and nine months ended September 30, 2025.
- The company has not generated positive cash flows from operating activities.
- The company has no financing arrangements in place and cannot guarantee it will be able to raise sufficient capital.
- The company's disclosure controls and procedures were found to be not effective as of March 31, 2025.
Risks
- The company's continuation as a going concern is dependent on its ability to generate revenues and obtain capital from third parties, with no assurance of success.
- The company requires approximately $5,000,000 to construct manufacturing facilities, and there is no guarantee it can secure this funding.
- Failure to secure necessary financing will result in the failure of the business.
- Existing shareholders will experience dilution if the company successfully completes an equity financing.
- The company is subject to general economic conditions, market acceptance, competition, and development difficulties.
Future Outlook
The company plans to increase sales of its products and endeavors to obtain financing to fund its business plan. It estimates needing approximately $5,000,000 to construct manufacturing facilities, a process expected to take about one year. The company's ability to continue as a going concern is dependent on its success in raising capital.
Management Comments
- "The preparation of financial statements 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."
- "The Company has sustained an accumulated net loss of $1,456,377 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 believes it can satisfy its cash requirements through the fiscal year end of December 31, 2024, from its cash of $45,622 as of September 30, 2025."
- "In the absence of such financing, our business will fail."
Industry Context
StockSavvy.ai notes that Goldenwell Biotech operates in the health care and supplements sector, a highly competitive and regulated industry. The company's current stage of development, characterized by a lack of revenue and significant accumulated losses, is common for early-stage biotech firms. However, the need for substantial capital for manufacturing and the ongoing going concern issues highlight significant risks compared to more established players in the industry.
Comparison to Industry Standards
- The company's revenue of $0 for the nine months ended September 30, 2025, is significantly below industry standards for companies in the health care and supplements sector that are past the initial R&D phase.
- The accumulated net loss of $1,456,377 is a common characteristic of early-stage biotech companies, but it places Goldenwell Biotech at a disadvantage compared to publicly traded competitors with established revenue streams and profitability.
- The estimated $5,000,000 capital requirement for manufacturing facilities is a substantial hurdle. Many established companies in the sector have existing infrastructure or have secured significant funding rounds to support such expansions.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Disclosure Controls and Procedures | Management concluded that disclosure controls and procedures were not effective as of March 31, 2025. | 2025-03-31 | Potential for material information to be delayed or not properly disclosed. |
Legal Proceedings
- The Company is not currently subject to any legal proceedings.
- Management believes no pending legal proceedings are likely to have a material adverse effect on the Company's business, financial condition, or results of operations.
Related Party Transactions
- On June 7, 2021, the Company purchased inventory of $103,125 from Australian Trefoil Heath Technology, owned by Li, Yang, the Treasurer of the Company.
- The Treasurer also owns 1,000,000 shares of the Company.
- As of September 30, 2025, the Company had a total of $95,588 in long-term loans from Shuang Liu, the Chief Executive Officer.
Stakeholder Impact
- Shareholders: Potential dilution from future equity financing; significant risk to investment due to going concern issues.
- Creditors: Increased risk of non-payment due to the company's precarious financial position and lack of financing.
- Employees: Uncertainty regarding job security due to the company's financial instability and potential failure.
- Suppliers: Potential for delayed payments or non-payment due to cash flow issues.
Next Steps
- The company intends to increase the sales of its products.
- The company plans to raise additional funds through debt or equity offerings.
- The company needs to construct manufacturing facilities, which includes locating a site, installing a workshop, and setting up equipment.
Key Dates
| Date | Description |
|---|---|
| 2019-08-20 | Company incorporated in the State of Nevada. |
| 2024-12-31 | Fiscal year end. |
| 2025-03-31 | Date as of which disclosure controls and procedures were evaluated and found not effective. |
| 2025-05-15 | Date of filing of the Company's Form 10-K for the year ended December 31, 2024. |
| 2025-05-27 | Date of original filing of the September 30, 2025 Form 10-Q. |
| 2025-05-27 | Date of filing of a Current Report on Form 8-K disclosing that previously filed financial statements could no longer be relied upon. |
| 2025-09-30 | Quarterly period ended. |
| 2026-05-19 | Date independent registered public accounting firm notified the Company of accounting errors. |
| 2026-06-29 | Date of signatures for the Amendment No. 1 to Form 10-Q. |
Recommendation
sellThe restatement of financials due to accounting errors, coupled with zero revenue, significant accumulated losses, and substantial doubt about the company's ability to continue as a going concern, presents a high-risk investment profile. The company's future is entirely dependent on securing substantial, unarranged financing, making it a speculative investment with a high probability of failure.
Keywords
Goldenwell Biotech, Form 10-Q, Restatement, Financial Statements, Accounting Errors, Going Concern, Biotech, SEC Filing, Nevada, Healthcare
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