Goldenwell Biotech names Privatco as new auditor

The outgoing auditor's reports on Goldenwell's 2025 and 2024 financial statements cited substantial doubt about its ability to continue as a going concern.

Rhea-AI Filing Summary

Goldenwell Biotech, Inc. dismissed Michael Gillespie & Associates, PLLC as its independent registered public accounting firm on September 27, 2026. The board had resolved on September 22, 2026, to engage Privatco CPA Limited as the new independent public accountants, and Privatco accepted.

The former auditor’s reports on the company’s 2025 and 2024 financial statements contained no adverse opinion or disclaimer and were not qualified or modified as to uncertainty, audit scope, or accounting principle. They stated substantial doubt about Goldenwell’s ability to continue as a going concern. Goldenwell reported no disagreements with the former auditor and no reportable events through the dismissal, and it had not consulted Privatco during the two most recent fiscal years or the interim period before the engagement.

0 points · 0 major

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1 major · 1 point

How the balance works

Positive

• None.

Negative

• Major pointGoing-concern doubt: stated in reports covering 2025 and 2024.

Filing Explained

As of June 30, 2026, Goldenwell reported $11,143 in cash and used $47,271 in operating cash during the quarter; cash equaled 21.5 days of the last reported operating cash use, providing a current liquidity measure alongside the going-concern doubt stated in this filing.

Sources and calculations

• Goldenwell Biotech, Inc. Form 8-K (2026-09-29)
• Goldenwell Biotech, Inc. 2026 Q2 fundamentals (2026Q2)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate $11,143 / ($47,271 / 91) = 21.5 days

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

independent registered public accounting firm, going concern, audit scope, reportable events

4 terms

independent registered public accounting firm technical

"dismissed Gillespie & Associates as the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

going concern financial

"substantial doubt about the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

audit scope technical

"qualified or modified as to uncertainty, audit scope, or accounting principle"

reportable events regulatory

"There were no reportable events"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who replaced Goldenwell Biotech's auditor?

Goldenwell’s board resolved on September 22, 2026, to engage Privatco CPA Limited, and Privatco accepted the appointment. Goldenwell dismissed Michael Gillespie & Associates, PLLC on September 27, 2026.

What did GWLL's former auditor say about going concern?

Michael Gillespie & Associates’ reports on Goldenwell’s financial statements as of December 31, 2025 and 2024 stated substantial doubt about the company’s ability to continue as a going concern. The reports contained no adverse opinion or disclaimer and were not qualified or modified as to uncertainty, audit scope, or accounting principle.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 03:30 PM Accepted by SEC EDGAR 09/29/2026 - 03:29 PM Learn about SEC filing dates

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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): September 27, 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.)

7316 Capilano Dr. Solon, Ohio 44139 

(Address of principal executive offices)(Zip Code)

(440) 666-7999

(Registrant’s telephone number, including area code)

581 Boston Mills Road, Suite 300

Hudson, Ohio 44087 

 (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 4.01 Changes in Registrant’s Certifying Accountant 

(a) On September 27, 2026, Goldenwell Biotech, Inc. (the “Company”) notified Michael Gillespie & Associates, PLLC (“Gillespie & Associates”), that the Company had dismissed Gillespie & Associates as the independent registered public accounting firm of the Company. The board of directors of the Company recommended and approved of the dismissal.

The report of Gillespie & Associates regarding the Company’s financial statements as of December 31, 2025 and 2024 and the related statement of operations, stockholders’ equity (deficit) and cash flows for the years then ended, contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principle. The reports of Gillespie & Associates, however, stated that there is substantial doubt about the Company’s ability to continue as a going concern.

For the years ended December 31, 2025 and 2024, and during the subsequent interim period through the date of dismissal, the Company had no disagreement with Gillespie & Associates on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Gillespie & Associates, would have caused them to make reference thereto in their report on the Company’s financial statements for such years ended December 31, 2025 and 2024. There were no reportable events, as listed in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Gillespie & Associates a copy of the above disclosures and requested Gillespie & Associates to furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. Item 304(a)(1)(v) of Regulation S-K’s response is attached as Exhibit 16.1 to this Current Report on Form 8-K.

(b) On September 22, 2026, the board of directors of the Company resolved to engage the independent registered public accounting firm Privatco CPA Limited (“Privatco”) as the Company’s new independent registered public accountants, which appointment Privatco has accepted.

During the two most recent fiscal years and the interim period preceding the engagement of Privatco, the Company has not consulted with Privatco regarding either: (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by Privatco or (iii) any other matter that was the subject of disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv), or a reportable event as described in paragraph 304(a)(1)(v), of Regulation S-K. The Company did not have any disagreements with Gillespie & Associates and therefore did not discuss any past disagreements with Privatco.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

Exhibit		Description
16.1		Letter from Michael Gillespie & Associates, PLLC., dated September 29, 2026.
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: September 29, 2026	By:	/s/ Shuang Liu
		Name: Shuang Liu
		Title: Chief Executive Officer

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Filing Exhibits & Attachments

6 documents

Other Documents

• EX-16.1 LETTER 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 12.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 898 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 8.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 2.0 KB