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        Law Offices of Thomas E. Puzzo, PLLC

      3823 44th Ave. NE

 Seattle, Washington 98105

 Telephone: +1 (206) 522-2256

 E-mail: tpuzzo@puzzolaw.com

 October 5, 2022

 VIA E-MAIL ATTACHMENT

 Office of Manufacturing

 United States Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

   Re:

   Goldenwell Biotech, Inc.

   Form 10-K for the Fiscal Year ended December 31, 2021

   Filed April 1, 2022

   File No. 000-56275

 Dear Sir or Madam:

 We submit the information in this letter, on behalf of our client, Goldenwell Biotech Inc., a Nevada corporation (the “Company”), in response to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 3, 2022.  The Company asks that the Staff consider the Company’s proposed Amendment No. 1 to Form 10-K, as attached hereto.

 The Staff’s comments are reproduced in bold italics in this letter, and the Company’s responses to the Staff’s comments follow each staff comment.

 Form 10-K for the Fiscal Year ended December 31, 2021

 Management's Discussion and Analysis

 General, page 11

        1.

   We have observed various inconsistencies among the disclosures in your filing which should be addressed in an amendment to your filing, along with the other concerns raised in the other comments in this letter. Please ensure that all content of your report is accurate and complete and resolve the following discrepancies.

        ·

   On pages 4 and F-6 you disclose that you were incorporated on August 20, 2019 while on page 11 you indicate the date of incorporation was July 1, 1999.

   ·

   On page 4 you disclose that you have no subsidiaries while on page 9 you identify Gagfare Limited, a Hong Kong corporation, as a wholly-owned subsidiary.

   ·

   On page 4 you provide a Financial Summary table having amounts in three rows that do not agree with the corresponding amounts on page F-2.

   ·

   On pages 11 and F-3 you report $15,967 in revenue for 2021 while on pages 11 and 12, there are three disclosures stating that you had no revenue during this period.

   With regard to the subsidiary referenced above, describe the origin and current status of this entity, and describe the nature and extent of any business, or plans to conduct business, in the People’s Republic of China, Hong Kong, or Macau.

   Please also clarify your disclosure on page 11, indicating that you are an early stage corporation and have not generated any revenue from your nutraceutical and dietary supplement business, to describe the nature of the transaction(s) underlying the sales revenue that you report in your financial statements.

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 Company response:  The Company has (i) changed its incorporation date to the correct date of August 20, 2019, on page 11, (ii) removed reference to a subsidiary on page 4, and referenced its existing license agreements, (iii) corrected the amounts in its Financial Summary on page 4, and (iv) corrected the amounts of its revenue for 2021 on pages 11 and 12.

 Management's Discussion and Analysis

 Plan of Operation, page 11

        2.

   We note your disclosure on page 4 describing three stages of development completed for five products while also indicating that material hurdles remain before you can sell products commercially, including locating a site, constructing manufacturing facilities, installing a workshop, setting up equipment, and hiring and training a workforce.

   Please expand your disclosure under Liquidity and Capital Resources on page 12 to include quantification of the estimated costs and a description of the timeline that you believe are necessary to complete the activities referenced above, and identify your anticipated source of funding to comply with Item 303(b)(1) of Regulation S-K.

 Please also describe any known trends, demands, commitments, events or uncertainties that are reasonably likely to impact your ability to execute these plans, as may encompass the need for regulatory approvals and the availability of funds

 Company response: The Company has expanded its disclosure under Liquidity and Capital Resources on page 12 in response to this comment.

 Report of Independent Registered Public Accounting Firm, page F-1

        3.

   We note that you filed an audit opinion that covers only your 2021 financial statements, and that you previously reported a change in auditors effective September 8, 2021.

   However, you must obtain and file an audit opinion or audit opinions for both fiscal years to comply with Rule 8-02 of Regulation S-X. Under these circumstances, you may either arrange with the prior auditor for a reissuance of their audit opinion or engage your current auditor to re-audit the 2020 financial statements.

 Company response: The Company has made reference on page F-1 to include its audit report from its prior auditors for its 2020 financial statements, and to add a consent of its prior auditors in the Exhibit Index on page 25.

 Please contact the undersigned with any further questions or comments.

   Very truly yours,

   LAW OFFICES OF THOMAS E. PUZZO, PLLC

   /s/ Thomas E. Puzzo

   Thomas E. Puzzo

 Attachments

   2

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

  AMENDMENT NO.1

  TO

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF

 THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2021

 Commission File No. 000-56275

        GOLDENWELL BIOTECH, INC.

   (Exact name of registrant as specified in its charter)

        Nevada

     84-2896086

   (State or other jurisdiction of

     (I.R.S. Employer

   incorporation or organization)

     Identification No.)

 2071 Midway Drive

 Twinsburg, Ohio 44087

 (Address of principal executive offices, zip code)

 (440) 666-7999

 (Registrant’s telephone number, including area code)

 ____________________________________________________________

 (Former name, former address and former fiscal year, if changed since last report)

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

        Title of each class

   Trading Symbol(s)

   Name of each exchange on which registered

 SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

 Common Stock, $.001 Par Value

 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

   December 31,

 2021

   Financial Summary

   Cash and Cash Equivalents

  $  213,556

   Total Assets

  213,556

   Total Liabilities

    159,226

   Total Stockholders’ Equity (Deficit)

  $   460,979

 Exclusive Patent License Agreements

 Effective July 20, 2020, the Company entered into an Exclusive License Agreement with Australian Trefoil Health Technologies Pty Ltd (the “Australian Trefoil License Agreement”), pursuant to which the Company has licensed from Australian Trefoil the technology and packaging designs underlying the Sugar Master and DNA Repair products, and other products of the Company. The term of the Australian Trefoil License Agreement is for the term of the underlying patent and covers all territories in the world, except China, and the term expires on November 15, 2025. The Company paid consideration of $10.00 for entering into the Australian Trefoil License Agreement. Australian Trefoil Health Technologies Pty Ltd is controlled by Li Yang, a director of the Company.

 Additionally, effective July 20, 2020 the Company has entered into an Exclusive License Agreement, dated July 20, 2020, with Ji Lin JZY Biotech Inc. (the “JZY Biotech License Agreement”), pursuant to which the Company has licensed from JZY BioTech the technology the Company uses in its products. The term of the JZY BioTech License Agreement is for the term of the underlying patent and covers all territories in the world, except China, and the term expires on January 11, 2025. The Company paid consideration of $10.00 for entering into the JZY Biotech License Agreement. Ji Lin JZY Biotech Inc. is controlled by Shang Liu, our President and Chief Executive Officer and a director of the Company.

 Status of Production

 Each of our 5 products discussed below have been completed the following stages:

   ·

  We have concluded our initial marketing analysis, including an analysis of our competition and development of marketing strategies.

   ·

   We have concluded our research and development, including making a raw materials selection, making products formulations, concluding lab testing, and concluding quality assurance and quality control studies.

   ·

   We have concluded the parts of production, including the production process, producing technology optimization, selection equipment for production; selecting sources of raw materials supplies.

 Material hurdles remain until we can sell the products commercially. First, we must construct manufacturing facilities, which includes locating a site, installing a workshop and setting up equipment. No special equipment needs to be engineered or produced. All needed equipment is presently available from existing manufacturers. Second, our workforce will need to be trained, however, no specialized education or experience is needed by labor we intend to hire.

   4

  COMPETITION AND COMPETITIVE STRATEGY

 We expect that we will compete for members with traditional, offline consumer resources, and with online providers of consumer ratings, reviews and referrals on the basis of a number of factors, including breadth of our service provider listings, reliability of our content, breadth, depth and timeliness of information and strength and recognition of our brand.

 Intellectual Property

 We rely on a combination of trademark laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product designs and marks. We do not own any patents.

  Effective July 20, 2020, the Company entered into an Exclusive License Agreement with Australian Trefoil Health Technologies Pty Ltd (the "Australian Trefoil License Agreement"), pursuant to which the Company has licensed from Australian Trefoil the technology and packaging designs underlying the Sugar Master and DNA Repair products, and other products of the Company. The term of the Australian Trefoil License Agreement is for the term of the underlying patent and covers all territories in the world, except China, and the term expires on November 15, 2025. The Company paid consideration of $10.00 for entering into the Australian Trefoil License Agreement. Australian Trefoil Health Technologies Pty Ltd is controlled by Li Yang, a director of the Company.

  Additionally, effective July 20, 2020 the Company has entered into an Exclusive License Agreement, dated July 20, 2020, with Ji Lin JZY Biotech Inc. (the "JZY Biotech License Agreement"), pursuant to which the Company has licensed from JZY BioTech the technology the Company uses in its products. The term of the JZY BioTech License Agreement is for the term of the underlying patent and covers all territories in the world, except China, and the term expires on January 11, 2025. The Company paid consideration of $10.00 for entering into the JZY Biotech License Agreement. Ji Lin JZY Biotech Inc. is controlled by Shang Liu, our President and Chief Executive Officer and a director of the Company.

 Government Regulation and Approvals

 Dividends

 We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future. There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

   ·

   we would not be able to pay our debts as they become due in the usual course of business; or

   ·

   our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our Articles of Incorporation.

 Recent Sales of Unregistered Securities

 There are no unreported sales of equity securities at December 31, 2021.

 Securities Authorized for Issuance Under Equity Compensation Plans

 The Company does not have any equity compensation plans.

 Penny Stock Regulations

 The SEC has adopted regulations that generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1.00 million, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

 For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

 Purchases of Equity Securities by the Registrant and Affiliated Purchasers

 We did not purchase any of our shares of common stock or other securities during the year ended December 31, 2021.

 ITEM 6. SELECTED FINANCIAL DATA

 As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

   10

 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 OVERVIEW

 The Company was incorporated in the State of Nevada on A