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Goldenwell Biotech (GWLL) to restate three 2025 quarters after GAAP accounting errors

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Goldenwell Biotech, Inc. is alerting investors that certain prior quarterly financial statements should no longer be relied upon and will be restated to correct accounting errors. Its auditor determined a $9,840 legal invoice covering services from May 21, 2024 to September 23, 2025 was recorded in the wrong periods.

The company plans to amend its March 31, 2025 Form 10‑Q to recognize $2,280 of legal fees, its June 30, 2025 Form 10‑Q to recognize $2,200, and its September 30, 2025 Form 10‑Q to recognize $2,080. Goldenwell also identified errors in the timing of revenue recognition on a service contract and misclassified prepaid fees to OTC Markets Group, Inc. that should have been deferred and amortized over the contract term.

Because of these issues, the company states that the financial statements in its March 31, June 30, and September 30, 2025 Forms 10‑Q should not be relied upon insofar as they relate to the legal expenses accrued over that period. Goldenwell has discussed the matter with its independent registered public accounting firm, Michael Gillespie & Associates, PLLC, and expects to complete the restatements around June 30, 2026.

Positive

  • None.

Negative

  • Non-reliance and restatements: Goldenwell Biotech states that its March 31, June 30, and September 30, 2025 Form 10‑Qs should no longer be relied upon and will be restated due to US GAAP errors in legal expense timing, revenue recognition, and prepaid fee classification.

Insights

Goldenwell will restate three 2025 quarters after identifying GAAP errors in expenses and revenue timing.

Goldenwell Biotech reports that its auditor found a $9,840 legal invoice was recognized entirely when billed instead of being spread across the quarters when services were performed. The company will amend three 2025 Form 10‑Qs to reallocate these legal fees to the appropriate periods.

Management also discloses mistakes in revenue recognition for a service contract and in classifying prepaid fees to OTC Markets Group, Inc., which should have been deferred and amortized. While the dollar amounts cited are modest, an 8‑K non‑reliance notice and planned restatements are inherently negative signals for financial reporting quality and internal controls.

The company targets completion of these restatements by around June 30, 2026. Investors may pay close attention to the amended filings to understand how the corrections affect quarterly results and whether any broader control improvements or additional adjustments are discussed.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report Governance
Previously issued financial statements should no longer be relied upon due to errors or restatements.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Legal invoice total $9,840 Legal services from May 21, 2024 to September 23, 2025
Legal fees to recognize in Q1 2025 10-Q $2,280 Amendment to March 31, 2025 Form 10‑Q
Legal fees to recognize in Q2 2025 10-Q $2,200 Amendment to June 30, 2025 Form 10‑Q
Legal fees to recognize in Q3 2025 10-Q $2,080 Amendment to September 30, 2025 Form 10‑Q
Affected 10‑Q periods Q1, Q2, Q3 2025 Non-reliance and planned restatements
Restatement target date June 30, 2026 Anticipated completion of amended filings
Non-Reliance on Previously Issued Financial Statements regulatory
"Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review."
US GAAP financial
"notified the Company that the Company did not follow US GAAP because an invoice..."
U.S. GAAP is the set of official accounting rules and standards companies in the United States use to record and report their financial results. Like a common recipe book for financial statements, it makes company reports consistent and easier to compare, so investors can better judge profitability, risk and trends when deciding to buy, hold or sell shares.
restate its financial statements regulatory
"Therefore, the Company anticipates that it will, by approximately June 30, 2026, restate its financial statements as follows"
revenue recognition financial
"the Company made errors in the timing of revenue recognition associated with a service contract"
Revenue recognition is the accounting rule that determines when a company records a sale as income on its financial statements, which may differ from when cash actually arrives. It matters to investors because the timing and method used can change reported profits and growth, so understanding it is like knowing whether a scoreboard counts goals as soon as they’re scored or only after they’re confirmed — the timing affects comparisons, forecasts, and valuation.
prepaid fees financial
"misclassified prepaid fees to the OTC Markes Group, Inc. that should have been deferred"
deferred and amortized financial
"that should have been deferred and amortized over the applicable contract terms."
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Understanding 8-K Material Events →

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 19, 2026

 

Goldenwell Biotech, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of incorporation)

 

000-56275

(Commission File Number)

 

84-2896086

 (IRS Employer Identification No.)

 

581 Boston Mills Road, Suite 300

Hudson, Ohio 44087

(Address of principal executive offices)(Zip Code)

 

(440) 666-7999

Registrant’s telephone number, including area code

 

 

 (Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

 

 

 

Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

On November 26, 2024, Goldenwell Biotech Inc. (the “Company”) filed a Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 (the “September 30, 2024 Form 10-Q”).

 

On May 15, 2025, the Company filed an Annual Report on Form 10-K for the year ended December 31, 2024.

 

On May 27, 2025, the Company filed a Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “March 31, 2025 Form 10-Q”).

 

On September 12, 2025, the Company filed a Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “June 30, 2025 Form 10-Q”).

 

On December 8, 2025, the Company filed a Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “September 30, 2025 Form 10-Q”).

 

On May 19, 2025, the Company’s independent registered public accounting firm, Michael Gillsepie & Associates, PLLC (“Gillespie & Associates”), notified the Company that the Company did not follow US GAAP because an invoice dated September 23, 2025, from the Company’s legal counsel in the amount of $9,840 to the Company, which covered legal services rendered to the Company between May 21, 2024 and September 23, 2025, should have been recorded in the fiscal quarters when services were performed and not the fiscal quarter in which the Company received the invoice.  Therefore, the Company anticipates that it will, by approximately June 30, 2026, restate its financial statements as follows:

 

 

1.

Amend its March 31, 2025 Form 10-Q to recognize $2,280 of legal fees.

 

2.

Amend its June 30, 2025 Form 10-Q to recognize $2,200 of legal fees.

 

3.

Amend its September 30, 2025 Form 10-Q to recognize $2,080 of legal fees.

 

Additionally, with respect to March 31, 2025 Form 10-Q, the June 30, 2025 Form 10-Q and the September 30, 2025 Form 10-Q, the Company made errors in the timing of revenue recognition associated with a service contract that did not meet the criteria for revenue recognition and misclassified prepaid fees to the OTC Markes Group, Inc. that should have been deferred and amortized over the applicable contract terms.

 

As a result of the above, the financial statements filed with the March 31, 2025 Form 10-Q, the June 30, 2025 Form 10-Q, and the September 30, 2025 Form 10-Q should no longer be relied upon insofar as they relate to the $9,840 of legal expenses accrued between May 21, 2024 and September 23, 2025.

 

An authorized officer of the Company communicated with Gillespie & Associates regarding the matters disclosed in the filing pursuant to this Item 4.02(b).

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit

 

Description

 

 

 

16.1

 

Letter dated May 26, 2026, from Michael Gillsepie & Associates, PLLC

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 GOLDENWELL BIOTECH, INC.
    
Date: May 26, 2026  By:/s/ Shuang Liu

 

 

Name: Shuang Liu 
  Title: Chief Executive Officer 

 

 

3

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Goldenwell Biotech (GWLL) disclose about its prior financial statements?

Goldenwell Biotech disclosed that certain quarterly financial statements for 2025 should no longer be relied upon. The company plans to restate these filings after identifying US GAAP errors in how it recorded legal expenses, revenue timing, and prepaid fees related to an OTC Markets Group contract.

Which Goldenwell Biotech 10-Qs are affected by the non-reliance notice?

The non-reliance notice covers the March 31, 2025, June 30, 2025, and September 30, 2025 Forms 10‑Q. The company plans to amend these reports to correct legal expense timing, revenue recognition for a service contract, and misclassified prepaid fees to OTC Markets Group, Inc.

When does Goldenwell Biotech expect to complete its financial restatements?

Goldenwell Biotech indicates it anticipates completing the restatements by approximately June 30, 2026. Amended Forms 10‑Q for March 31, June 30, and September 30, 2025 are expected to reflect corrected legal expense timing, revenue recognition, and prepaid fee amortization details.

What role did Goldenwell Biotech’s auditor play in these restatements?

The company’s independent registered public accounting firm, Michael Gillespie & Associates, PLLC, notified Goldenwell that its treatment of a $9,840 legal invoice did not follow US GAAP. An authorized company officer discussed these matters with the auditor, leading to the decision to restate the affected quarterly reports.

Filing Exhibits & Attachments

6 documents

Other Documents