United States securities and exchange commission logo
October 1, 2020
Shuang Liu
President and Chief Executive Officer
Goldenwell Biotech, Inc.
50 West Liberty Street, Suite 880
Reno, Nevada 89501
Re: Goldenwell Biotech,
Inc.
Amendment No. 3 to
Registration Statement on Form S-1
Filed September 24,
2020
File No. 333-236561
Dear Mr. Liu:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 25, 2020 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed September
24, 2020
Our Company, page 2
1. We note your response
to prior comment 1 indicates that you removed the information on
the website "because it
does not pertain to the Company s current business plans."
However, you mention on
the website under the caption "Excellent research and
development" that the
company has a "technology research institute. This institute has
more than 10 experts
and R&D teams, including 7 doctors, 2 professors and 1 associate
professor." Please
disclose, if material, the nature of the relationship, including whether
the relationship is
represented by a written agreement; and the nature of the obligations of
the parties to the
agreement, if any as requested in comment 1.
Shuang Liu
FirstName
GoldenwellLastNameShuang Liu
Biotech, Inc.
Comapany
October NameGoldenwell Biotech, Inc.
1, 2020
October
Page 2 1, 2020 Page 2
FirstName LastName
Compliance with Government Regulation, page 29
2. We note your response to prior comment 4 indicates that you removed
the text from your
website "because it does not relate to the current operations of the
Company." However,
you include phrases, such as "move into pharmaceutical" under the
caption "Strategy and
Growth" and the phrases "Pharmaceutical intermediary product series
launch" and "GMP
certification" under the caption "Future expansion opportunities" on
your website. Please
provide, if applicable, the disclosure required by Item
101(h)(4)(viii) and (ix) of
Regulation S-K as we requested in comment 13 of our March 18, 2020
letter.
3. We note your response to prior comment 5. Tell us whether you market
your products as
providing any medical benefits. In this regard, we note for example
that you continue to
mention on your website that: (1) DNA repair "can effectively remove
free radicals and
thus prevent malignancy;" and (2) Sugar Master targets "individuals in
the window of
opportunity to allow for the repair of pancreatic islet cells, thus
delaying or even reversing
the onset of type II diabetes. This method of intervention is the
embodiment of the
concept of preventative medicine." In addition, we note your
disclosure in the first
paragraph on page 29 that "[f]resh extracts from bitter melon may
reduce the elevated
levels of blood sugar glucose as found in various forms of diabetes."
Products that are
intended for use in the diagnosis, cure, mitigation, treatment, or
prevention of disease
and/or intended to affect the structure or any function of the body
are considered drugs
under the Federal Food, Drug and Cosmetic Act and subject to FDA
approval. Please
revise to describe the FDA approval required for your products.
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 Jay Ingram, Legal
Branch Chief, at
202-551-3397 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Thomas E. Puzzo, Esq.