{"url_path":"/sec/gwll/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A CONTROLS AND PROCEDURES**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1800373/0001477932-26-004130-index.html","accession_number":"0001477932-26-004130","cik":"0001800373","ticker":"GWLL","issuer_name":"GOLDENWELL BIOTECH, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1800373/0001477932-26-004130-index.html","primary_entity_key":"0001800373","primary_entity_name":"GOLDENWELL BIOTECH, INC."},"word_count":844,"has_tables":true,"body_markdown":"**ITEM 9A. CONTROLS AND PROCEDURES**\n\n \n\n**Evaluation of Disclosure Controls and Procedures**\n\n \n\nOur management, with the participation and supervision of our Chief Executive Officer and President, who acts as our principal executive officer, and our Secretary, who acts as our principal financial officer, is responsible for our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified under SEC rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.\n\n \n\nOur management, including our Chief Executive Officer and President, and our Secretary, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on this evaluation, our management concluded that as of December 31, 2025, these disclosure controls and procedures were not effective at the reasonable assurance level. As discussed below, our internal control over financial reporting is an integral part of our disclosure controls and procedures.\n\n \n\n**Management’s Annual Report on Internal Control over Financial Reporting**\n\n \n\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.\n\n \n\nOur Chief Executive Officer and President, who acts as our principal executive officer, and our Secretary, who acts as our principal financial officer, performed an evaluation of our internal control over financial reporting under the framework in *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.\n\n \n\nBased on the results of this assessment, our management, including our Chief Executive Officer and President, and our Secretary, concluded that our internal control over financial reporting was not effective as of December 31, 2025, based on such criteria. Deficiencies existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (ii) inadequate segregation of duties consistent with control objectives. Management believes that the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.\n\n \n\n**Auditor’s Report on Internal Control over Financial Reporting**\n\n \n\nThis Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.\n\n \n\n \n\n17\n\n*Table of Contents*\n\n \n\n**Changes in Internal Controls over Financial Reporting**\n\n \n\nIn connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter and since the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.\n\n \n\n**Inherent Limitation on the Effectiveness of Internal Controls**\n\n \n\nThe effectiveness of any system of internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.  Accordingly, any system of internal control over financial reporting can only provide reasonable, not absolute, assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure that such improvements will be sufficient to provide us with effective internal control over financial reporting."}