SecProbe.io

March 18, 2020
Shuang Liu
President and Chief Executive Officer
Goldenwell Biotech, Inc.
50 West Liberty Street, Suite 880
Reno, Nevada 89501
Re:Goldenwell Biotech, Inc.
Registration Statement on Form S-1
Filed February 21, 2020
File No. 333-236561
Dear Mr. Liu:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed February 21, 2020
General
1.Please revise footnote (1) to the fee table to refer to 800,000 shares instead of 900,000
shares.
Emerging Growth Company, page 3
2.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

 FirstName LastNameShuang Liu
 Comapany NameGoldenwell Biotech, Inc.
 March 18, 2020 Page 2
 FirstName LastNameShuang Liu
Goldenwell Biotech, Inc.
March 18, 2020
Page 2
Risk Factors, page 6
3.Please add risk factors to compare the offering price per share with the price per share
price paid by your executive officer and directors on August 20, 2019 and to highlight the
immediate and substantial dilution from this offering.  Also, add a risk factor to highlight,
if applicable, that your officers and directors reside outside of the United States, such as
the ability of investors to enforce their legal rights, to effect service of process or to
enforce judgments of United States courts.
4.Please add a risk factor to explain clearly the conflicts, if applicable, created by your chief
executive officer being the chairman of a nutraceutical and dietary supplements company
located in China that sells products that compete with your products.
5.Please clarify whether your officers and directors still hold their positions with Jilin
Jinziyuan Biotech Co., Ltd., MegaGrow Electronics Inc. and Australian Trefoil Health
and Technologies Pty. Ltd. mentioned on pages 33 and 34. If your officers will not devote
full-time attention to your business, revise to state so directly and the amount of time they
intend to devote to your affairs. Please add any appropriate risk factors related to their
time commitment and any possible conflicts of interest. In that regard, we note
that Australian Trefoil Health and Technologies Pty. Ltd. sells some of the same products
as you.  Please consider whether you should include Item 404 of Regulation S-
K disclosures to the extent that you have any arrangements or agreements with any of the
entities associated with your officers and directors. In that regard, we note that Trefoil's
name and logo is on your Sugar Master and DNA Repair labels.
An increase in the cost and shortage of supply of key raw materials could adversely affect our
business, page 9
6.Please revise this risk factor to disclose the key raw materials related to your products.
Because we will likely have fewer than three hundred shareholders of record, page 10
7.Please reconcile your disclosure on page 10 that you "presently intend" to file a
Registration Statement on Form 8-A with your disclosure in the last paragraph on page 11
that you "have no current plans" to file a Registration Statement on Form 8-A.
Use of Proceeds, page 16
8. Please revise your Use of Proceeds section to disclose a description of how you intend to
use the proceeds received from the shares of common stock offered by the company and
how you intend to raise additional funds if the proceeds from this offering are insufficient
to cover the intended uses. Your discussion should show the amount of proceeds to be
allocated for each purpose assuming different amounts of proceeds raised and the number
of shares sold. We note your disclosure on page 31 that you intend to construct production
facilities for your products.

 FirstName LastNameShuang Liu
 Comapany NameGoldenwell Biotech, Inc.
 March 18, 2020 Page 3
 FirstName LastName
Shuang Liu
Goldenwell Biotech, Inc.
March 18, 2020
Page 3
9.Please clarify your reference to “selling shareholders" on page 11 since it appears that you
are conducting a primary offering.
Plan of Distribution, page 19
10.Please expand your disclosure to describe in how your securities will be offered and how
you intend to have investors subscribe for the securities offered. Please disclose the
duration of the offering.
Description of Business, page 24
11.We note your disclosure in this section about the five products and the advantages.  Please
revise this section to clarify the status for your production of your products listed in this
section.  Please disclose any material hurdles that remain until you can sell the products
commercially.
12.Please explain the information presented in this section so that it is understandable to
investors.  For example, revise the disclosure on page 24 to clarify what you mean by the
term "W-S skin cell relaxation factor" and revise the disclosure on page 26 to clarify the
significance to investors of "molecular weight of 8000 da."
Compliance with Government Regulation, page 29
13.We note your your reference to regulation in this section.  Please provide the disclosure
required by Item 101(h)(4)(viii) and (ix).  In this regard, it is unclear whether the products
mentioned on pages 24-29 require clearance from the FDA given your disclosure about
the effects of the products.
Directors, Executive Officers, Promoters and Control Persons, page 33
14.Please expand the disclosure in this section to identify who is performing the functions of
your chief financial officer.
Where You Can Find More Information, page 39
15.Please disclose your internet address.
Signatures, page II-5
16.Please identify below the second paragraph of text required on the Signatures page who
signed your document in the capacity of controller or principal accounting officer.

 FirstName LastNameShuang Liu
 Comapany NameGoldenwell Biotech, Inc.
 March 18, 2020 Page 4
 FirstName LastName
Shuang Liu
Goldenwell Biotech, Inc.
March 18, 2020
Page 4
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Melissa Raminpour, Accounting Branch Chief, at 202-551-3379 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Thomas Jones, Staff Attorney, at 202-551-3602 or Asia Timmons-Pierce, Special
Counsel, at 202-551-3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Thomas E. Puzzo, Esq.