UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURUTIES EXCHANGE ACT OF 1934

                     For the fiscal year ended May 31, 2008

                        Commission file number 333-142037


                          Golden Key International Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           Delaware                                              33-0944402
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                              3113 Goldsmith Street
                               San Diego, CA 92106
                                 (619) 564-8110
      (Address of Principal Executive Offices, Zip Code & Telephone Number)

                                  Karen Batcher
                          Batcher, Zarcone & Baker LLP
                                4190 Bonita Road
                                Bonita, CA 91902
                                 (619) 475-7882
            (Name, Address and Telephone Number of Agent for Service)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           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 [X]

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 [X]

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 [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

As of May 31, 2008, the registrant had 4,451,667 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established as of May 31, 2008.
<PAGE>
                          GOLDEN KEY INTERNATIONAL INC.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.  Business                                                           3
Item 1A. Risk Factors                                                       7
Item 2.  Properties                                                        11
Item 3.  Legal Proceedings                                                 11
Item 4.  Submission of Matters to a Vote of Securities Holders             11

                                    Part II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
          Matters and Issuer Purchases of Equity Securities                12
Item 7.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                        13
Item 8.  Financial Statements and Supplementary Data                       16
Item 9.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                         26
Item 9A. Controls and Procedures                                           26

                                    Part III

Item 10. Directors and Executive Officers                                  26
Item 11. Executive Compensation                                            27
Item 12. Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                  29
Item 13. Certain Relationships and Related Transactions                    29
Item 14. Principal Accounting Fees and Services                            29

                                    Part IV

Item 15. Exhibits                                                          30

Signatures                                                                 30

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                                     PART I

           CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this annual report on Form 10-K contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to consummate a merger or
business combination, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate risk, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control. You should consider the
areas of risk described in connection with any forward-looking statements that
may be made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Readers should carefully review this annual report in its entirety, including
but not limited to our financial statements and the notes thereto. Except for
our ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. For any forward-looking statements contained in any
document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.

ITEM 1. BUSINESS

GENERAL INFORMATION

Golden Key International, Inc. was incorporated on February 18, 1999 in the
State of Delaware. Through its wholly-owned subsidiary, Deep Rooted, Inc., a
Delaware corporation, the company intends to become a leading cross-platform
community portal provider. The company will target communities 5,000 and larger
in population and is developing a platform for uniting organizations,
government, chambers of commerce, corporate enterprises and non-profit groups
through "community-based" sites. Deep Rooted community portal applications can
be deployed as business to employee, business to business or city to city. We
are a development stage company with no revenues or profits.

Our principal executive office address is 3113 Goldsmith Street, San Diego, CA
92106. The principal executive office and telephone number are provided by the
officer of the corporation. Our fiscal year end is May 31.

As of May 31, 2008 we had generated no revenues. We have been issued an opinion
by our auditor that raises substantial doubt about our ability to continue as a
going concern based on our current financial position.

We have a total of 20,000,000 authorized preferred shares with a par value of
$0.0001 per share with none of those shares issued and outstanding as of May 31,
2008. We have a total of 80,000,000 authorized common shares with a par value of
$0.0001 per share with 4,451,667 common shares issued and outstanding as of May
31, 2008.

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We completed a form SB-2 Registration Statement under the Securities Act of 1933
with the U.S. Securities and Exchange Commission registering 870,000 shares of
our common stock in connection with an offering of the 870,000 shares at a price
of $0.15 per share. Of the shares registered, 370,000 were registered for sale
by existing shareholders, and 500,000 were registered for sale by the Company to
raise funds to pursue our business plan. The offering expired on October 23,
2007 and we had sold 81,667 of the shares offered by the Company for funds of
$12,250.

BUSINESS DEVELOPMENT

Golden Key International, Inc. was incorporated in Delaware on February 18,
1999, and our fiscal year-end is May 31. The company's administrative offices
are located 3113 Goldsmith Street, San Diego, CA 92106. The telephone number is
(619) 564-8110.

Golden Key has no revenues and limited operations. We have sustained losses
since inception, February 18, 1999, to May 31, 2008 of $48,672 and rely solely
upon the sale of securities and loans from our corporate officers and directors
for funding.

Golden Key has never declared bankruptcy, been in receivership, or involved in
any kind of legal proceeding.

PRINCIPAL PRODUCTS, SERVICES AND THEIR MARKETS

Realizing the need to consolidate the management of Intranet information and
applications to reside under a single web site, portals provide a new and
effective media for community information. Golden Key, through its wholly owned
subsidiary, Deep Rooted, Inc., a Delaware corporation, intends to develop,
launch and market a gateway community portal application supporting
"community-based" sites for local and regional communities. Online users and
subscribers will be able to select from our menu of communication applications
including but not limited to: message boards, classifieds, employment
opportunities, searchable "link" directories, knowledge databases, as well as
provide informational websites for a point and click community service gateway.
Our target markets are communities with a population of 5,000 people. We will
offer community portal applications servicing government agencies, chambers of
commerce, corporate and retail enterprises and non-profit groups and
associations through "community-based" sites.

Our company's objective is to create a community portal database providing
benefits to interface immediately with each other while capturing the benefits
of targeting a larger community market. Management has experience in developing
online commercial websites. Management does not have specific experience in the
formulation of community portal applications.

We intend to develop, test and integrate a user friendly community portal
application that includes easy to use online tools that will enable the user to
create, update and manage their informational sites on a "community-based" site.
Detailed informational pages can be created to further integrate the message of
the user. The benefit to our public customer is the consolidation of information
and resources into a user friendly community based site. This platform will
enable the user to search the database for any government agency, chamber of
commerce, corporate and retail enterprises and non-profit groups and
associations as well as accessing searchable "link" directories and knowledge
databases.

Our website will operate as the main catalyst for community interaction. Our
pricing and sales structure for Deep Rooted is to maximize monthly revenue
generated from subscription fees and advertisement sales. Comparative community
portals charge between $100 and $200 a month for membership subscriptions. The

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majority of entities subscribe to the lower price option. Our sales plan is to
offer a better solution for online listings at a competitive price.

We intend to offer the following pricing plans under the following membership
package:

BASIC MEMBER LISTING: FREE

This service will provide a free basic listing for a community group, agency or
business. It will contain the name and contact information, email link, choice
of menu placement whether a business, club, agency or organization.

DELUXE MEMBER LISTING: $75 PER YEAR

This service will provide name and contact information, email link, website
link, detailed description, two images (photo, logo, graphic) choice of menu
placement. The Deluxe listing includes everything that comes with the Free
listing plus it allows for a detailed description and two images.

DELUXE PLUS ONE MEMBER LISTING: $200 INITIAL FEE AND $150 ANNUAL RENEWAL

This service will provide the same as the Deluxe Member Listing but will also
include a one page website that is linked to the Deluxe Listing. Management of
website content will be handled by each member, so images and graphics can be
added. A built in search engine will enable visitors to find members by name or
associated key words.

Although we intend to implement our business plan through the foreseeable future
and will do our best to mitigate the risks associated with our business plan,
there can be no assurance that such efforts will be successful. If we are
incapable of executing our business plan we would then investigate reasonable
business options available to retain value for our shareholders. This could
possibly be achieved by offering the leads generated on our web site or through
other efforts to other firms. We could continue making progress on our business
plan by developing alternatives such as limiting the scope of the services we
offer clients to reduce costs, adjusting or reducing our in-house marketing
costs, or reducing the costs for the development of our web site, and adjusting
our timeline for the delivery of our services. If only partial funding is
received we intend to follow our twelve month time frame, but in a reduced
capacity. The level or reduction of our business operations could be
commensurate with any given level of funding. We could decrease the number of
services we offer, number of clients we handle, reduce in-house marketing
efforts, and adjust our general overhead to any partial funding conditions.

COMPETITIVE BUSINESS CONDITIONS AND STRATEGY

Our competitors for our targeted market have longer operating histories, larger
customer bases, and greater brand recognition than Golden Key. Major competitors
are community websites, such as local and national media operators, web
developers, search engine companies, such as Ask.com as well as any other
businesses that promote the ability to provide local community information. We
are not aware of any significant barriers to our entry into the market, however,
at this time, we have no sales or share of this market.

SOURCES AND AVAILABILITY OF RAW MATERIALS

We will utilize our management's background in computers and network systems to
offer our web site on the Internet without the use of major suppliers of raw
materials.

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DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

We will not depend on any one or a few major customers. Management has
experience in the management of online marketing services in the United States.

PATENTS AND TRADEMARKS

As of the date of this filing, we have secured our Internet domain name
www.deeprooted.ca. We have not applied for copyright protection for our
software. We are considering filing for copyright protection of our name and
logo, however, as of the date of this filing we have taken no steps to file for
copyright protection, and have no set date for that possible filing.

GOVERNMENT CONTROLS, APPROVAL AND LICENSING REQUIREMENTS

We are not required to apply for or have any government approval for our
products or services.

RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS

We have expended no funds for research and development costs since inception.

COMPLIANCE WITH ENVIRONMENTAL LAWS

We are not aware of any environmental regulations that could directly affect our
operations, but no assurance can be given that environmental regulations will
not, in the future, have a material adverse impact on our business.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

We have only one employee, our officer who devotes 5 hours per week to manage
the affairs of the company. The officer intends to work on a full time basis
when Golden Key raises capital per our business plan.

REPORTS TO SECURITY HOLDERS

We will voluntarily make available an annual report including audited financials
on Form 10-K to security holders. We will file the necessary reports with the
SEC pursuant to the Exchange Act, including but not limited to, the report on
Form 8-K, annual reports on Form 10-K, and quarterly reports on Form 10-Q.

The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports,
proxy and information statements, and other electronic information regarding
Golden Key and filed with the SEC at http://www.sec.gov.

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<PAGE>
ITEM 1A.  RISK FACTORS

WE LACK AN OPERATING HISTORY AND HAVE LOSSES WHICH WE EXPECT TO CONTINUE INTO
THE FUTURE WHICH CAN LEAD TO THE FAILURE OF OUR BUSINESS

Our date of incorporation is February 18, 1999 and we have had no revenues and
nominal operations to date. Our cumulative net loss since inception to May 31,
2008 was $64,030. The Company does not have adequate funding to allow us to
continue our operations in full and expand our markets without further funding
or revenues. We will continue to incur losses in the future and there is no
assurance that we will generate significant revenues or become profitable.

OUR AUDITOR HAS EXPRESSED SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A
GOING CONCERN.

The Company's ability to continue as a going concern is dependent upon its
ability to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due.

Based on our financial history since inception, our auditor has expressed
substantial doubt as to our ability to continue as a going concern. We are a
development stage company that has generated no revenues and we have incurred a
net loss of $64,030 as of May 31, 2008. If we cannot generate sufficient revenue
from the sale of our products, we may not be able to implement our business plan
and may be forced to cease our business activities.

WE HAVE A LIMITED OPERATING HISTORY THAT YOU CAN USE TO EVALUATE US, AND THE
LIKELIHOOD OF OUR SUCCESS MUST BE CONSIDERED IN LIGHT OF THE PROBLEMS, EXPENSES,
DIFFICULTIES, COMPLICATIONS AND DELAYS FREQUENTLY ENCOUNTERED BY A SMALL
DEVELOPING COMPANY.

We have no significant assets or financial resources. The likelihood of our
success must be considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered by a small developing company
starting a new business enterprise and the highly competitive environment in
which we will operate. Since we have a limited operating history of marketing
our services to the public over the Internet, we cannot assure you that our
business will be profitable or that we will ever generate sufficient revenues to
meet our expenses and support our anticipated activities.

THE FACT THAT WE HAVE GENERATED NO REVENUES SINCE OUR INCORPORATION RAISES
SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN, AS INDICATED
IN OUR INDEPENDENT AUDITORS' REPORT IN CONNECTION WITH CONSOLIDATED FINANCIAL
STATEMENTS.

We have generated no revenues since our inception. Since we are still in the
early stages of developing our company and because of the lack of operating
history at May 31, 2008, our independent auditors' report includes an
explanatory paragraph about our ability to continue as a going concern. We will,
in all likelihood, continue to incur operating expenses without significant
revenues until our products and service gain significant popularity. We will not
be able to expand our operations beyond current levels without generating
significant revenues from our offering, operations or obtaining further
financing. Our only source of funds has been the sale of our common stock and
loans from our director. We cannot assure that we will be able to generate
enough interest in the sale and development of our community portals. If we
cannot attract a significant customer base, we will not be able to generate any

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significant revenues or income. In addition, if we are unable to establish and
generate material revenues, or obtain adequate future financing, our business
will fail and you may lose some or all of your investment in our common stock.
These circumstances raise substantial doubt about our ability to continue as a
going concern as described in an explanatory paragraph to our independent
auditors' report on the financial statements for the period ended May 31, 2008.

WE MAY REQUIRE ADDITIONAL FUNDING TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND
OUR INABILITY TO OBTAIN SUCH FUNDING COULD PROHIBIT US FROM EXECUTING OUR
BUSINESS PLAN AND CAUSE US TO SLOW DOWN OUR PLAN OF OPERATIONS.

We will need to raise additional funds. Such financing may not materialize. Our
capital requirements to implement our business strategy will be significant.

We will need an estimated $75,000 to continue operations over the next twelve
months in order to fully implement our strategy. No assurance can be given that
the total funds required to significantly expand our operations will be
available.

If we are unable to obtain funding, we could be forced to delay or scale back
our plans for expansion. In addition, such inability to obtain funding could
have a material adverse effect on our business, operating results, or financial
condition.

OUR FUTURE SUCCESS IS DEPENDENT, IN PART, ON THE PERFORMANCE AND CONTINUED
SERVICE OF NORM BLAIR, OUR SOLE OFFICER AND DIRECTOR. WITHOUT HIS CONTINUED
SERVICE, WE MAY BE FORCED TO INTERRUPT OR EVENTUALLY CEASE OUR OPERATIONS.

We are presently dependent to a great extent upon the experience, abilities and
continued services of Norm Blair, our sole officer and director. The loss of his
services could have a material adverse effect on our business, financial
condition or results of operation.

OUR SUCCESS DEPENDS UPON OUR ABILITY TO ATTRACT AND HIRE KEY PERSONNEL. OUR
INABILITY TO HIRE QUALIFIED INDIVIDUALS WILL NEGATIVELY AFFECT OUR BUSINESS, AND
WE WILL NOT BE ABLE TO IMPLEMENT OR EXPAND OUR BUSINESS PLAN.

Our business is greatly dependent on our ability to attract key personnel. We
will need to attract, develop, motivate and retain highly skilled technical
employees with internet experience. Competition for qualified personnel is
intense and we may not be able to hire or retain qualified personnel. Our
management has limited experience in recruiting key personnel, which may hurt
our ability to recruit qualified individuals. If we are unable to retain such
employees, we will not be able to implement or expand our business plan.

AS AN INTERNET COMPANY, WE ARE IN AN INTENSELY COMPETITIVE INDUSTRY AND ANY
FAILURE TO TIMELY IMPLEMENT OUR BUSINESS PLAN COULD DIMINISH OR SUSPEND OUR
DEVELOPMENT AND POSSIBLY CEASE OUR OPERATIONS.

The online community industry is highly competitive and has few barriers to
entry. Our main competitors include community online newspapers, existing
community portal sites and online directory companies, such as the Yellow Pages.
We can provide no assurance that additional competitors will not enter and setup
online community portals. There are numerous other companies that currently
offer similar services that have established user bases that are significantly
larger than ours, and that have access to greater capital. If we are unable to
efficiently and effectively institute our business plan as a result of intense

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competition or a saturated market, we may not be able to continue the
development and enhancement of our web site and become profitable.

IF WE ARE UNABLE TO ESTABLISH A LARGE USER BASE WE MAY HAVE DIFFICULTY
ATTRACTING ADVERTISERS TO OUR WEB SITE, WHICH WILL HINDER OUR ABILITY TO
GENERATE ADVERTISING REVENUES, WHICH MAY AFFECT OUR ABILITY TO EXPAND OUR
BUSINESS OPERATIONS AND OUR USER BASE.

An integral part of our business plan and marketing strategy requires us to
establish a large internet user base by selling several community franchises. We
will only be able to attract advertisers to our network of web sites and begin
to generate significant advertising revenues if we can obtain a large enough
audience to compete with other media. If for any reason our portals are
ineffective at attracting site visitors or if we are unable to continue to
develop and update our web site to keep community interests satisfied with our
service, our user base may decrease and our ability to generate advertising
revenues may decline.

OUR MARKET IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE, AND IF WE FAIL TO
DEVELOP AND MARKET NEW TECHNOLOGIES RAPIDLY, WE MAY NOT BECOME PROFITABLE IN THE
FUTURE.

The internet industry is characterized by rapid technological change that could
render our existing web site and technology obsolete. The development of our web
sites entails significant technical and business risks. We can give no assurance
that we will successfully use new technologies effectively or adapt our web site
to customer requirements or needs. If our management is unable, for technical,
legal, financial, or other reasons, to adapt in a timely manner in response to
changing market conditions or customer requirements, we may never become
profitable which may result in the loss of all or part of your investment.

IF WE ARE UNABLE TO PROTECT AND PURCHASE INTERNET DOMAIN NAMES UNDER OUR BRAND
NAME, OUR EFFORTS TO INCREASE PUBLIC RECOGNITION OF OUR BRAND MAY BE IMPAIRED.

Our market strategy and branding is based on developing a recognized brand for
the company. The acquisition and maintenance of domain names generally is
regulated by governmental agencies and their designees. The regulation of domain
names is subject to change. The relationship between regulations governing
domain names and laws protecting trademarks and similar proprietary rights is
unclear. Therefore, we may be unable to prevent third parties from acquiring
domain names that are similar to our domain name, and infringing upon or
otherwise decreasing the value of any future trademarks or other proprietary
rights that we may develop. We may need to bring legal claims to enforce or
protect such intellectual property rights. Any litigation, whether successful or
unsuccessful, could result in substantial costs and diversions of resources. Any
claims, by or against us, could be time consuming and costly to defend or
litigate, divert our attention and resources and result in the loss of goodwill
associated with our trade names.

BECAUSE WE DO NOT HAVE SUFFICIENT INSURANCE TO COVER OUR BUSINESS LOSSES, WE
MIGHT HAVE UNINSURED LOSSES, INCREASING THE POSSIBILITY THAT YOU WOULD LOSE YOUR
INVESTMENT

We may incur uninsured liabilities and losses as a result of the conduct of our
business. We do not currently maintain any comprehensive insurance. Even if we
obtain such insurance in the future, we may not carry sufficient insurance
coverage to satisfy potential claims. We do not carry any business interruption
insurance. Should uninsured losses occur, any purchasers of our common stock
could lose their entire investment.

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BECAUSE WE CAN ISSUE ADDITIONAL COMMON SHARES, PURCHASERS OF OUR COMMON STOCK
MAY INCUR IMMEDIATE DILUTION AND MAY EXPERIENCE FURTHER DILUTION.

We are authorized to issue up to 80,000,000 common shares, of which 4,451,667
are issued and outstanding. Our board of directors has the authority to cause
our company to issue additional shares of common stock without the consent of
any of our shareholders. Consequently, our shareholders may experience more
dilution in their ownership of our company in the future.

OUR DIRECTOR/OFFICER BENEFICIALLY OWNS 89% OF THE OUTSTANDING SHARES OF OUR
COMMON STOCK. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN
ADVERSE EFFECT ON THE PRICE OF OUR STOCK.

Due to the controlling amount of his share ownership in our company, if our sole
director/officer decides to sell his shares in the public market, the market
price of our stock could decrease and all shareholders suffer a dilution of the
value of their stock. If our director/officer decides to sell any of his common
stock, he will be subject to Rule 144 under the 1933 Securities Act.

OUR DIRECTOR/OFFICER BENEFICIALLY OWNS 89% OF THE OUTSTANDING SHARES OF OUR
COMMON STOCK. HE WILL CONTROL AND MAKE CORPORATE DECISIONS THAT MAY DIFFER FROM
THOSE THAT MAY BE MADE BY THE OTHER SHAREHOLDERS.

Due to the controlling amount of his share ownership in our company, our sole
director/officer will have a significant influence in determining the outcome of
all corporate transactions, including the power to prevent or cause a change in
control. His interests may differ from the interests of the other stockholders
and thus result in corporate decisions that are disadvantageous to other
shareholders.

WE DO NOT EXPECT TO PAY DIVIDENDS AND INVESTORS SHOULD NOT BUY OUR COMMON STOCK
EXPECTING TO RECEIVE DIVIDENDS

We have not paid any dividends on our common stock in the past, and do not
anticipate that we will declare or pay any dividends in the foreseeable future.
Consequently, you will only realize an economic gain on your investment in our
common stock if the price appreciates. You should not purchase our common stock
expecting to receive cash dividends. Since we do not pay dividends, and if we
are not successful in having our shares listed or quoted on any exchange or
quotation system, then you may not have any manner to liquidate or receive any
payment on your investment. Therefore our failure to pay dividends may cause you
to not see any return on your investment even if we are successful in our
business operations. In addition, because we do not pay dividends we may have
trouble raising additional funds which could affect our ability to expand our
business operations.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE
SECURITIES AND EXCHANGE COMMISSION'S PENNY STOCK REGULATIONS WHICH MAY LIMIT A
STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our stock is a penny stock. The Securities and Exchange Commission has adopted
Rule 15g-9 which generally defines "penny stock" to be any equity security that
has a market price (as defined) less than $5.00 per share or an exercise price
of less than $5.00 per share, subject to certain exceptions. Our securities are
covered by the penny stock rules, which impose additional sales practice
requirements on broker-dealers who sell to persons other than established
customers and "accredited investors". The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals

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with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

FINRA SALES PRACTICE REQUIREMENTS MAY ALSO LIMIT A STOCKHOLDER'S ABILITY TO BUY
AND SELL OUR STOCK.

In addition to the "penny stock" rules promulgated by the Securities and
Exchange Commission (see above and the "Market for Common Equity and Related
Stockholder Matters" section at for discussions of penny stock rules), FINRA has
adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. The
FINRA requirements make it more difficult for broker-dealers to recommend that
their customers buy our common stock, which may limit your ability to buy and
sell our stock and have an adverse effect on the market for our shares.

ITEM 2. PROPERTIES

Our principal executive office address is 3113 Goldsmith Street, San Diego, CA
92106. The principal executive office and telephone number are provided by the
officer of the corporation.

We do not have any investments or interests in any real estate. We do not invest
in real estate mortgages, nor do we invest in securities of, or interests in,
persons primarily engaged in real estate activities.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fiscal year
ended May 31, 2008.

                                       11
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock was listed on the OTC Bulletin Board on February 8, 2008. The
symbol is GKYI. There has been no active trading and no high or low bid prices.

Of the 4,451,667 shares of common stock outstanding as of May 31, 2008,
4,000,000 shares are owned by Norm Blair, our officer and director, and may only
be resold in compliance with Rule 144 of the Securities Act of 1933.

As of May 31, 2008, we have 4,451,667 shares of $0.0001 par value common stock
issued and outstanding held by 50 shareholders of record.

The stock transfer agent for our securities is Transfer Online, Inc., 317 SW
Alder Street, 2nd Floor, Portland, OR 97204.

DIVIDENDS

We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on our common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.

SECTION RULE 15(g) OF THE SECURITIES EXCHANGE ACT OF 1934

The Company's shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may
affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page summary
of certain essential items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as "bid" and
"offer" quotes, a dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in causes of fraud in penny stock
transactions; and, FINRA's toll free telephone number and the central number of
the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated persons.

                                       12
<PAGE>
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We do not have any equity compensation plans and accordingly we have no
securities authorized for issuance thereunder.

SECTION 16(a)

Based solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d)
of the Securities Exchange Act of 1934, we are not aware of any individual who
failed to file a required report on a timely basis required by Section 16(a) of
the Securities Exchange Act of 1934.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

We did not purchase any of our shares of common stock or other securities during
the year ended May 31, 2008.

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

RESULTS OF OPERATIONS

We have generated no revenues since inception and have incurred $64,030 in
expenses through May 31, 2008.

The following table provides selected financial data about our company for the
year ended May 31, 2008.

                    Balance Sheet Data:            5/31/08
                    -------------------            -------

                    Cash                          $  3,320
                    Total assets                  $  3,320
                    Total liabilities             $ 17,700
                    Shareholders' equity          $(14,380)

We had $12,250 in cash provided by financing activities for the year ended May
31st, 2008. Cash provided by financing since inception was $400 from the sale of
shares to our officer and director, $37,000 resulting from the sale of our
common stock to 46 independent investors pursuant to Regulation S, category 3 of
Rule 903 of the Securities Act of 1933, as amended (the "Act") and $12,250 from
the sale of our common stock to 4 independent investors pursuant to the shares
registered by the Form SB-2 Registration Statement.

We incurred operating expenses of $15,358 and $8,780 for the years ended May 31,
2008 and 2007, respectively. These expenses consisted of general operating
expenses incurred in connection with the day to day operation of our business
and the preparation and filing of our registration statement and required
reports.

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at May 31, 2008 was $3,320, total assets were $3,320 and
outstanding liabilities were $17,700. Our director has agreed to provide
additional funding that will enable us to maintain a positive cash flow needed
to pay for our current level of operating expenses over the next twelve months,

                                       13
<PAGE>
which would include miscellaneous office expenses, bookkeeping and audit fees
and website costs. There are no formal commitments or arrangements with our
director to advance or loan funds. There are no terms regarding repayment of any
loan or capital contribution. We are a development stage company and have
generated no revenue to date. We estimate our current cash balance of $3,320,
along with loans from our director, will be sufficient for office expenses and
fees. We anticipate that we will need approximately $8,000 through 2008 or until
we are able to receive additional funding or generate revenues. These fees are
estimated to be $6,000 for accounting and legal fees and $2,000 for website
development costs.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

BUSINESS OPERATIONS OVERVIEW

As of the date of this filing, we have taken the following steps: developed our
business plan, researched community portals and e-commerce templates, developed
system for gathering community data, secured the Internet domain name
www.deeprooted.ca and initiated the first phase of our online community portal.

We were able to raise minimal funding of $12,250 in our recent offering, far
less than our projected budget of $75,000. Our director has verbally agreed to
loan the company funds to continue operations in this limited scenario until
sales will support operations or until we receive additional funding. Our
director will implement the website as well as conduct sales and marketing on a
limited scale. If we have not yet generated revenues sufficient to sustain
modified business operations, we may have to raise additional monies through
sales of our equity securities or through loans from banks or third parties to
continue our business plans, however, no such plans are currently anticipated.
There is no guarantee we will be successful in implementing our modified
business plan.

Proposed Milestones to Implement Modified Business Operations

3RD QUARTER, 2008

Begin build out of our dedicated web based system. The build-out will consist of
completing database programs.

Begin initial contact for partner/banner ads to be included on the website

Contact several ad sponsors for the ad sponsor sections of the web portal to
increase traffic to site as well as achieve advertising revenue.

Orchestrate minimum marketing and sales to community portal markets.

4TH QUARTER, 2008

Continue to contact several ad sponsors for the ad sponsor sections of the web
portal to increase traffic to site as well as achieve advertising revenue.

Beta test with several affiliates in a real world scenario. The Company plans to
work with community affiliates to establish a formal focus group on how to
improve the services and products of Deep Rooted. We plan to offer our services
to a select group to test market our web portal services. We will offer the

                                       14
<PAGE>
services for free at no risk for a period of 6 months, and will demonstrate to
the clients how to upload their community advertising and listings.

In order to meet all of our business plan goals, we need to receive funding or
generate revenue. We will face considerable risk in each of our business plan
steps, such as longer than anticipated lead time necessary for us to complete
our website and marketing plan, and a shortfall of funding due to our inability
to raise capital. If no funding is received during the next twelve months, we
may utilize one or more options such as use existing cash in the bank, funds
loaned by our director, or we might ask our shareholders for funds. Neither our
director nor our shareholders have any formal commitments, arrangements or legal
obligations to advance or loan funds to Golden Key. To date, there has been
$17,700 in loans from the director, with no specific terms of repayment.

                                       15
<PAGE>
ITEM 8. FINANCIAL STATEMENTS

                           Chang G. Park, CPA, Ph. D.
      * 2667 CAMINO DEL RIO S. PLAZA B * SAN DIEGO * CALIFORNIA 92108-3707*
       * TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 764-5480
                         * E-MAIL changgpark@gmail.com *
--------------------------------------------------------------------------------

             Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders
Golden Key International, Inc.

We have  audited  the  accompanying  consolidated  balance  sheets of Golden Key
International,  Inc. and subsidiary  (the "Company") as of May 31, 2008 and 2007
and the related consolidated statements of operations,  changes in shareholders'
equity and cash flows for the years then ended and for the period from  February
18,  1999  (inception)  through  May  31,  2008.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material  respects,  the  financial  position  of  Golden  Key
International,  Inc. and  subsidiary as of May 31, 2008 and 2007, and the result
of its operations and its cash flows for the years then ended in conformity with
U.S. generally accepted accounting principles.

The  financial  statements  have been  prepared  assuming  that the Company will
continue  as a  going  concern.  As  discussed  in  Note 3 to  the  consolidated
financial  statements,  the Company's losses from operations  raise  substantial
doubt about its ability to continue as a going concern. The financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


/s/ Chang Park
--------------------------
CHANG G. PARK, CPA

July 3, 2008
San Diego, CA. 92108



        Member of the California Society of Certified Public Accountants
          Registered with the Public Company Accounting Oversight Board

                                       16
<PAGE>
                         GOLDEN KEY INTERNATIONAL, INC.
                          (A Development Stage Company)
                           Consolidated Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              As of              As of
                                                                           May 31, 2008       May 31, 2007
                                                                           ------------       ------------
<S>                                                                           <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                        $  3,320           $  6,428
                                                                              --------           --------
TOTAL CURRENT ASSETS                                                             3,320              6,428
                                                                              --------           --------

      TOTAL ASSETS                                                            $  3,320           $  6,428
                                                                              ========           ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Loan from director                                                          $ 17,700           $ 17,700
                                                                              --------           --------
TOTAL CURRENT LIABILITIES                                                       17,700             17,700
                                                                              --------           --------

      TOTAL LIABILITIES                                                         17,700             17,700

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred Stock, ($0.0001 par value, 20,000,000 shares
   authorized: -0- shares issued and outstanding as of
   May 31, 2008 and 2007, respectively)                                             --                 --
  Common stock, ($0.0001 par value, 80,000,000 shares
   authorized; 4,451,667 and 4,370,000 shares issued and outstanding
   as of May 31, 2008 and 2007, respectively.)                                     445                437
  Additional paid-in capital                                                    49,205             36,963
  Deficit accumulated during development stage                                 (64,030)           (48,672)
                                                                              --------           --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                           (14,380)           (11,272)
                                                                              --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                      $  3,320           $  6,428
                                                                              ========           ========
</TABLE>


               See Notes to the Consolidated Financial Statements

                                       17
<PAGE>
                         GOLDEN KEY INTERNATIONAL, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                         February 18, 1999
                                                 Year Ended           Year Ended           (inception)
                                                   Ended                Ended                through
                                                   May 31,              May 31,              May 31,
                                                    2008                 2007                 2008
                                                 ----------           ----------           ----------
<S>                                              <C>                  <C>                  <C>
REVENUES                                         $       --           $       --           $       --

GENERAL & ADMINISTRATIVE EXPENSES                    15,358                8,780               64,030
                                                 ----------           ----------           ----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES              15,358                8,780               64,030
                                                 ----------           ----------           ----------

NET INCOME (LOSS)                                $  (15,358)          $   (8,780)          $  (64,030)
                                                 ==========           ==========           ==========

BASIC EARNINGS (LOSS) PER SHARE                  $    (0.00)          $    (0.00)
                                                 ==========           ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING                        4,419,536            4,370,000
                                                 ==========           ==========
</TABLE>


               See Notes to the Consolidated Financial Statements

                                       18
<PAGE>
                         GOLDEN KEY INTERNATIONAL, INC.
                          (A Development Stage Company)
         Consolidated Statement of Changes in Stockholders' Equity From
               February 18, 1999 (inception) through May 31, 2008
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                    Accumulated
                                                         Common       Additional      During
                                           Common        Stock         Paid-in      Development
                                           Stock         Amount        Capital         Stage          Total
                                           -----         ------        -------         -----          -----
<S>                                    <C>            <C>            <C>            <C>             <C>
Beginning balance 2/18/1999                      --     $     --       $    --        $     --       $     --

Net lncome, May 31, 1999                                                                    --             --
                                         ----------     --------       -------        --------       --------
BALANCE, MAY 31, 1999                            --           --            --              --             --
                                         ----------     --------       -------        --------       --------
Net lncome, May 31, 2000                                                                    --             --
                                         ----------     --------       -------        --------       --------
BALANCE, MAY 31, 2000                            --           --            --              --             --
                                         ----------     --------       -------        --------       --------
Stock issued for cash on November 30,
2000 @ $0.0001 per share                  4,000,000          400            --                            400

Stock issued for cash on January 30,
2001 @ $0.10 per share                      240,000           24        23,976                         24,000

Net loss, May 31, 2001                                                                  (7,165)        (7,165)
                                         ----------     --------       -------        --------       --------
BALANCE, MAY 31, 2001                     4,240,000          424        23,976          (7,165)        17,235
                                         ----------     --------       -------        --------       --------
Net loss, May 31, 2002                                                                 (10,020)       (10,020)
                                         ----------     --------       -------        --------       --------
BALANCE, MAY 31, 2002                     4,240,000          424        23,976         (17,185)         7,215
                                         ----------     --------       -------        --------       --------
Net loss, May 31, 2003                                                                  (2,070)        (2,070)
                                         ----------     --------       -------        --------       --------
BALANCE, MAY 31, 2003                     4,240,000          424        23,976         (19,255)         5,145
                                         ----------     --------       -------        --------       --------
Net loss, May 31, 2004                                                                  (3,777)        (3,777)
                                         ----------     --------       -------        --------       --------
BALANCE, MAY 31, 2004                     4,240,000          424        23,976         (23,032)         1,368
                                         ----------     --------       -------        --------       --------
Net loss, May 31, 2005                                                                  (6,420)        (6,420)
                                         ----------     --------       -------        --------       --------
BALANCE, MAY 31, 2005                     4,240,000          424        23,976         (29,452)        (5,052)
                                         ----------     --------       -------        --------       --------
Stock issued for cash on July 22,
2005 @ $0.10 per share                       80,000            8         7,992                          8,000

Stock issued for cash on September 8,
2005 @ $0.10 per share                       50,000            5         4,995                          5,000

Net loss, May 31, 2006                                                                 (10,440)       (10,440)
                                         ----------     --------       -------        --------       --------
BALANCE, MAY 31, 2006                     4,370,000          437        36,963         (39,892)        (2,492)
                                         ----------     --------       -------        --------       --------
Net loss, May 31, 2007                                                                  (8,780)        (8,780)
                                         ----------     --------       -------        --------       --------
BALANCE, MAY 31, 2007                     4,370,000          437        36,963         (48,672)       (11,272)
                                         ----------     --------       -------        --------       --------
Stock issued for cash on October 23,
2007 @ $0.15 per share                       81,667            8        12,242                         12,250

Net loss, May 31, 2008                                                                 (15,358)       (15,358)
                                         ----------     --------       -------        --------       --------
BALANCE, MAY 31, 2008                     4,451,667     $    445       $49,205        $(64,030)      $(14,380)
                                         ==========     ========       =======        ========       ========
</TABLE>
               See Notes to the Consolidated Financial Statements

                                       19
<PAGE>
                         GOLDEN KEY INTERNATIONAL, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                    February 18, 1999
                                                                 Year Ended         Year Ended         (inception)
                                                                   Ended              Ended              through
                                                                   May 31,            May 31,            May 31,
                                                                    2008               2007               2008
                                                                  --------           --------           --------
<S>                                                               <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                               $(15,358)          $ (8,780)          $(64,030)
  Increase (decrease) in accounts payable                               --                 --                 --
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      (15,358)            (8,780)           (64,030)

CASH FLOWS FROM INVESTING ACTIVITIES

          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES           --                 --                 --

CASH FLOWS FROM FINANCING ACTIVITIES
  Increase in loan from director                                        --             10,000             17,700
  Issuance of common stock                                               8                 --                445
  Additional paid in capital                                        12,242                 --             49,205
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       12,250             10,000             67,350
                                                                  --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                     (3,108)             1,220              3,320

CASH AT THE BEGINNING OF YEAR                                        6,428              5,208                 --
                                                                  --------           --------           --------

CASH AT THE END OF YEAR                                              3,320              6,428           $  3,320
                                                                  ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Interest paid                                                   $     --           $     --           $     --
                                                                  ========           ========           ========

  Income taxes paid                                               $     --           $     --           $     --
                                                                  ========           ========           ========
</TABLE>


               See Notes to the Consolidated Financial Statements

                                       20
<PAGE>
                         GOLDEN KEY INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                               As of May 31, 2008


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Golden Key  International,  Inc. (the "Company") was incorporated under the laws
of the  State of  Delaware  on  February  18,  1999.  The  Company  has  minimal
operations  and in  accordance  with  SFAS  #7,  the  Company  is  considered  a
development stage company.

The Company has issued 4,451,667 shares of $0.0001 par value common stock.

The Company operates through its wholly owned  subsidiary:  Deep Rooted,  Inc. a
Delaware corporation.

The Company through its subsidiary Deep Rooted,  Inc. plans to build an internet
business that caters to travelers by allowing them to plan their own trips. This
includes things like booking  accommodation,  activities and  transportation  as
well as obtaining general  information  about the area of choice.  The Companies
activities to date have been limited to capital formation,  organization, set-up
of a website, and development of its business plan and a target customer market.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING METHOD

The Company's  consolidated  financial statements are prepared using the accrual
method of accounting. The Company has elected a May 31, year-end.

BASIS OF CONSOLIDATION

The  consolidated  financial  statements  include  the  accounts  of Golden  Key
International,  Inc., the parent Company,  and it's wholly owned subsidiary Deep
Rooted,  Inc.,  a  Delaware  corporation.  All  subsidiaries  are  wholly  owned
subsidiaries.  All significant inter-company balances and transactions have been
eliminated in consolidation.

CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

ACCOUNTS RECEIVABLE

The Company considers accounts receivable to be fully collectible;  accordingly,
no  allowances   for  doubtful   accounts  are  required.   If  amounts   become
non-collectible,  they will be charged to operations when that  determination is
made.

                                       21
<PAGE>
                         GOLDEN KEY INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                               As of May 31, 2008


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ESTIMATES AND ADJUSTMENTS

The  preparation  of  consolidated   financial  statements  in  conformity  with
generally accepted  accounting  principles requires management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting  period.  Actual  results  could  differ  from  those  estimates.   In
accordance with FASB 16 all adjustments are normal and recurring.

BASIC EARNINGS PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective February 18, 1999 (inception).

Basic net loss per share  amounts is computed  by  dividing  the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all or the deferred
tax  assets  will not be  realized.  Deferred  tax assets  and  liabilities  are
adjusted  for the  effects  of  changes  in tax  laws  and  rates on the date of
enactment.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments-an  amendment  of FASB  Statements  No.  133 and  140" to
simplify  and  make  more  consistent  the  accounting  for  certain   financial

                                       22
<PAGE>
                         GOLDEN KEY INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                               As of May 31, 2008


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

instruments.  SFAS No.  155  amends  SFAS No.  133  "Accounting  for  Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid  financial  instrument  with an embedded  derivative that otherwise would
require  bifurcation,  provided that the whole  instrument is accounted for on a
fair  value  basis.  SFAS NO.  155  amends  SFAS NO.  140,  "Accounting  for the
Impairment   or  disposal   of   Long-Lived   Assets"  to  allow  a   qualifying
special-purpose  entity to hold a derivative  financial instrument that pertains
to a beneficial  interest other than another  derivative  financial  instrument.
SFAS No. 155 applies to all financial  instruments  acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed.

In March  2006,  the FASB  issued  SFAS No. 156  "Accounting  for  Servicing  of
Financial  Assets,  an  amendment  of FASB  Statement  NO. 140,  Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent  measurement using either fair value measurement with changes in fair
value  reflected in earning or the  amortization  and impairment  requirement of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and  servicing  liabilities  at fair value  eliminates  the necessity for
entities  that  manage the risks  inherent  in  servicing  assets and  servicing
liabilities  with  derivatives  t qualify  for hedge  accounting  treatment  and
eliminates  the  characterization  of declines in fair value as  impairments  or
direct write-downs.  SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006.

These statements are not expected to have a significant  effect on the Company's
future reported financial position or results of operations.

NOTE 3. GOING CONCERN

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will  continue as a going  concern.  The Company  generated net
losses of $64,030  during the period from February 18, 1999  (inception)  to May
31, 2008. This condition raises substantial doubt about the Company's ability to
continue as a going concern.  The Company's  continuation  as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be required and  ultimately  to attain  profitability.  The  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

                                       23
<PAGE>
                         GOLDEN KEY INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                               As of May 31, 2008


NOTE 4. RELATED PARTY TRANSACTIONS

Norm  Blair,  the sole  officer and  director of the Company  may, in the future
become involved in other business opportunities as they become available;  thus,
he may face a conflict in selecting  between the Company and his other  business
opportunities.  The Company has not  formulated a policy for the  resolution  of
such conflicts.

While the Company is seeking additional capital, Mr. Blair has advanced funds to
the Company to pay for any costs  incurred by it. These funds are interest  free
and there is no maturity  date.  The balance due to Mr. Blair was $17,700 on May
31, 2008.

NOTE 5. INCOME TAXES

                                                            As of May 31, 2008
                                                            ------------------
     Deferred tax assets:
     Net operating tax carryforwards                              $21,770
     Other                                                              0
                                                                  -------
     Gross deferred tax assets                                     21,770
     Valuation allowance                                           21,770
                                                                  -------

     Net deferred tax assets                                      $     0
                                                                  =======

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

NOTE 6. SCHEDULE OF NET OPERATING LOSSES

     1999 Net Operating Income                                    $      0
     2000 Net Operating Loss                                        (7,165)
     2001 Net Operating Loss                                       (10,020)
     2002 Net Operating Loss                                        (2,070)
     2003 Net Operating Loss                                        (3,777)
     2004 Net Operating Loss                                        (6,420)
     2005 Net Operating Loss                                       (10,440)
     2006 Net Operating Loss                                        (8,780)
     2007 Net Operating Loss                                       (15,358)
                                                                  --------
     2008 Net Operating Loss                                      $(64,030)
                                                                  ========

As of May  31,  2008  the  Company  has  net  operating  loss  carryforwards  of
approximately $64,030. Net operating loss carryforward expires twenty years from
the date the loss was incurred.

                                       24
<PAGE>
                         GOLDEN KEY INTERNATIONAL, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                               As of May 31, 2008


NOTE 7. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the  consideration  given up or  received;  whichever  is more  readily
determinable. Transactions with employees' stock issuance are in accordance with
paragraphs  (16-44) of SFAS 123. These issuances shall be accounted for based on
the fair  value of the  consideration  received  or the fair value of the equity
instruments issued, or whichever measure is deemed more reliable.

On November 30, 2000,  the Company  issued  4,000,000  shares of common stock at
$.0001 per share for cash valued at $400.

In January 30, 2001,  the Company  issued 240,000 shares of common stock at $.10
per share for cash valued at $24,000.

On July 22, 2005,  the Company  issued 80,000 shares of common stock at $.10 per
share for cash valued at $8,000.

On September 8, 2005,  the Company  issued 50,000 shares of common stock at $.10
per share for cash valued at $5,000.

On October 23, 2007 the Company issued 81,667 shares of common stock at $.15 per
share for cash valued at $12,250.

As of May 31, 2008, the Company had 4,451,667  shares of common stock issued and
outstanding.

NOTE 8. STOCKHOLDERS EQUITY

The stockholders'  equity section of the Company contains the following class of
capital stock as of May 31, 2008:

     *    Preferred Stock, $0.0001 per share: 20,000,000 shares authorized:  -0-
          shares issued and outstanding.

     *    Common  stock,  $0.0001  par  value:   80,000,000  shares  authorized:
          4,451,667 shares issued and outstanding.

                                       25
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as of the end of the period covered
by this report. Based on this evaluation, our principal executive officer and
principal financial officer concluded as of the evaluation date that our
disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, including any
consolidating subsidiaries, and was made known to us by others within those
entities, particularly during the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

The director and officer of Golden Key, whose one year term will expire on
02/20/2009, or at such time as his successor(s) shall be elected and qualified
is as follows:

Name & Address          Age      Position     Date First Elected    Term Expires
--------------          ---      --------     ------------------    ------------

Norm Blair              50      President,         02/25/2000         02/20/2009
3113 Goldsmith St.              Secretary,
San Diego, CA 92106             Treasurer, Director

The foregoing person may be deemed a "promoter" of Golden Key, as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been appointed and
qualified.

Our director/officer currently handles a minor amount of administrative
functions and has been responsible for completing the first two phases of our
business model. Our officer/director currently devotes 5 hours per week to the
business of the company and intends to work on a full time basis when we raise
capital of $75,000. Currently Mr. Blair does not have an employment agreement
with the company.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or

                                       26
<PAGE>
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

No executive officer or director of the corporation is the subject of any
pending legal proceedings.

NORM BLAIR - WORK HISTORY

Golden Key International, Inc., San Diego, CA. - From 2000 to current date, Mr.
Blair serves as director and officer of Golden Key International, Inc.

Deep Rooted, Inc., San Diego, CA. - From 2001 to current date, Mr. Blair serves
as sole director and officer of Deep Rooted, Inc., A Delaware corporation and
wholly owned subsidiary of Golden Key International, Inc. Mr. Blair has been
responsible for formulating and initially implementing the company's website for
community portal services.

Deep Rooted Consulting - From 2003 through 2005, Mr. Blair, through his solely
owned consulting company, provided online and design consulting to businesses
and service directed organizations.

Yen Brothers Food Service - From 1984 to 1999, Mr. Blair contracted food sales.

Mr. Blair graduated in 1980 with a degree in Business Administration from Acadia
University, Nova Scotia.

CODE OF ETHICS

We do not currently have a code of ethics, because we have only limited business
operations and only one director and officer, we believe a code of ethics would
have limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.

ITEM 11. EXECUTIVE COMPENSATION

Currently our officer and director is not being compensated for his services
during the development stage of our business operations.

He is reimbursed for any out-of-pocket expenses he incurs on our behalf. In
addition, in the future, we may approve payment of salaries for our officers and
directors, but currently, no such plans have been approved. We also do not
currently have any benefits, such as health insurance, life insurance or any
other benefits available to our employees. In addition, our officer and director
is not party to any employment agreements.

                                       27
<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 Change in
                                                                                  Pension
                                                                                 Value and
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                                            Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year   Salary     Bonus      Awards      Awards     sation       Earnings      sation     Totals
------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
<S>             <C>       <C>       <C>          <C>        <C>        <C>           <C>         <C>        <C>
Norm Blair      2008     0         0           0            0          0            0             0         0
CEO,            2007     0         0           0            0          0            0             0         0
President,      2006     0         0           0            0          0            0             0         0
Director        2005     0         0           0            0          0            0             0         0
</TABLE>

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

<TABLE>
<CAPTION>
                                      Option Awards                                             Stock Awards
          -----------------------------------------------------------------   ----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                       Equity        Plan
                                                                                                      Incentive     Awards:
                                                                                                        Plan       Market or
                                                                                                       Awards:      Payout
                                          Equity                                                      Number of    Value of
                                         Incentive                            Number                  Unearned     Unearned
                                        Plan Awards;                            of         Market      Shares,      Shares,
           Number of      Number of      Number of                            Shares      Value of    Units or     Units or
          Securities     Securities     Securities                           or Units    Shares or     Other         Other
          Underlying     Underlying     Underlying                           of Stock     Units of     Rights       Rights
          Unexercised    Unexercised    Unexercised   Option      Option       That      Stock That     That         That
          Options (#)    Options (#)     Unearned     Exercise  Expiration   Have Not     Have Not    Have Not     Have Not
Name      Exercisable   Unexercisable   Options (#)    Price       Date      Vested(#)     Vested      Vested       Vested
----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
<S>            <C>            <C>            <C>         <C>         <C>         <C>          <C>         <C>         <C>
Norm Blair     0              0              0           0           0           0            0           0            0
</TABLE>

                              DIRECTOR COMPENSATION

<TABLE>
<CAPTION>
                                                                     Change in
                                                                      Pension
                                                                     Value and
                   Fees                            Non-Equity       Nonqualified
                  Earned                            Incentive        Deferred
                 Paid in      Stock     Option        Plan         Compensation     All Other
    Name           Cash      Awards     Awards     Compensation      Earnings      Compensation     Total
    ----           ----      ------     ------     ------------      --------      ------------     -----
<S>             <C>       <C>        <C>           <C>             <C>            <C>              <C>
Norm Blair           0         0           0            0                0               0            0
</TABLE>

                                       28
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Golden Key's
voting securities by our officer, director and major shareholder as well as
those who own beneficially more than five percent of our common stock as of the
date of this prospectus:

Title of                                          Amount &          Percent
 Class            Name & Address               Nature of owner       Owned
 -----            --------------               ---------------       -----

Common            Norm Blair                     4,000,000 (a)         89%
                  3113 Goldsmith St
                  San Diego, CA 92106

Total Shares Owned by the Officer & Director     4,000,000             89%

----------
(a)  Mr. Blair received 4,000,000 shares of the company's common stock on
     February 19, 1999 for $400.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office and telephone number are provided by Mr. Blair,
the officer of the corporation. The costs associated with the use of the
telephone and mailing address were deemed to be immaterial as the telephone and
mailing address were almost exclusively used by him for other business purposes.

On February 19, 1999, the Company issued 4,000,000 shares of its $0.0001 par
value common stock to Mr. Norm Blair, the officer and director of the company in
exchange for cash in the amount of $400.

Mr. Blair, our sole officer and director, is the only "promoter" of Golden Key
International, as that term is defined in the rules and regulations promulgated
under the Securities and Exchange Act of 1933.

Mr. Blair has loaned the company $17,700 for which there are no specific terms
of repayment and the loan collects no interest.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services, including quarterly
reviews, were $8,500 for audit-related services were $Nil, for tax services were
$Nil and for other services were $Nil during the year ended May 31, 2008.

For the year ended May 31, 2007, the total fees charged to the company for audit
services, including quarterly reviews, were $7,000, for audit-related services
were $Nil, for tax services were $Nil and for other services were $Nil.

                                       29
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

     Exhibit
     Number                    Description
     ------                    -----------

      3(i)          Articles of Incorporation*
      3(ii)         Bylaws*
     31             Sec. 302 Certification of CEO/CFO
     32             Sec. 906 Certification of CEO/CFO

----------
* Included in our SB-2 filing under Commission File Number 333-142037.

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

July 8, 2008                    Golden Key International, Inc., Registrant


                                By: /s/ Norm Blair
                                   ----------------------------------------
                                   Norm Blair, Sole Director, President,
                                   Chief Executive Officer,
                                   Principal Accounting Officer,
                                   Chief Financial Officer

                                       30