6-K

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

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934

FOR THE MONTH OF: MAY 2005

COMMISSION FILE NUMBER: 0-30006

SUNGOLD INTERNATIONAL HOLDINGDS CORP.
(Translation of registrant's name into English)

#500 – 666 Burrard Street
Vancouver, British Columbia
Canada, V6C 3P6
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x       Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨       No x

If "Yes" is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b): 82- ________________ .

SUBMITTED HEREWITH

Exhibits

99.1	Interim Consolidated Financial Statements for the Third Quarter Ended May 31, 2005
99.2	Management Discussion and Analysis for the Third Quarter Ended May 31, 2005

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SUNGOLD INTERNATIONAL HOLDINGS CORP.
Date: July 28, 2005	By:	/s/ Art Cowie
		Art Cowie, President

3

EX-99.1

SUNGOLD INTERNATIONAL HOLDINGS CORP.

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THIRD QUARTER ENDED MAY 31, 2005

(A Development Stage Company)
(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

NOTICE TO READER

In accordance with Canadian Securities Administrators National Instrument 51-102, Sungold International Holdings Corp. discloses that these unaudited financial statements for the third financial quarter ended May 31, 2005 have not been reviewed by our auditors, Loewen, Stronach & Co., Chartered Accountants.

Toronto, ON

July 28, 2005

SUNGOLD INTERNATIONAL HOLDINGS CORP.

INTERIM CONSOLIDATED BALANCE SHEET

MAY 31, 2005

(A Development Stage Company)
(Presented in Canadian Dollars)

(Unaudited - Prepared by Management)

	(Unaudited)	(Audited)
	May 31	August 31
	2005	2004
	$	$
ASSETS
CURRENT ASSETS
Cash and GST receivable	128,206	185,657
Prepaid expenses and deposits	35,592	58,768
	163,798	244,425
PRE-DEVELOPMENT COSTS (Note 4)	470,764	825,154
EQUIPMENT (Note 5)	414,201	522,455
	1,048,763	1,592,034
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities	196,760	200,334
Loans payable	-	9,696
Leases payable – current portion (Note 7)	4,201	-
	200,961	210,030
LONG TERM LIABILITIES
Leases payable – long term, net of current portion (Note 7)	19,977	-
	220,938	210,030
SHAREHOLDERS’ EQUITY
SHARE CAPITAL (Note 6)	20,859,961	19,959,566
CONTRIBUTED SURPLUS (Note 6)	20,745	51,922
DEFICIT	(20,052,881)	(18,629,484)
	827,825	1,382,004
	1,048,763	1,592,034

(See accompanying notes to interim consolidated financial statements)

APPROVED BY THE DIRECTORS:

"Art Cowie"	Director
Art Cowie, Director

SUNGOLD INTERNATIONAL HOLDINGS CORP.

INTERIM CONSOLIDATED STATEMENT OF LOSS

FOR THE THIRD QUARTER ENDED MAY 31, 2005

(A Development Stage Company)
(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

	Third quarter ended		Year-to-date
	May 31	May 31	May 31	May 31
	2005	2004	2005	2004
	$	$	$	$
REVENUE
Sales	-	-	-	-
Interest income and miscellaneous	-	-	-	-
Gain on disposition of marketable securities	-	-	-	-
	-	-	-	-
EXPENSES
Advertising and promotion	20,687	57,999	45,504	104,316
Management fees	-	91,000	-	255,608
Professional and consulting fees	119,818	70,565	366,482	217,706
Investor relations	34,610	299	111,093	299
Travel and conference	9,458	54,262	78,661	122,230
Office and miscellaneous	9,456	11,241	44,109	54,017
Internet services	10,507	7,488	20,182	18,120
Amortization	26,563	31,317	77,124	95,583
Office rent and services	15,695	17,891	36,324	55,252
Transfer agent and filing fees	9,182	17,068	21,600	44,290
Insurance	250	187	583	562
Interest on capital leases	2,610	-	2,610	1,005
Interest and bank charges	6,768	346	7,057	2,455
Loss on disposition of equipment	-	-		823
Loss on disposition of capital assets	-	-	-	-
Foreign exchange loss (gain)	7,396	(238)	(16,178)	536
	273,000	359,425	795,151	972,802
Impairment write-down of pre-development costs and investment	-	-	628,246	-
	273,000	359,425	1,423,397	972,802
LOSS	273,000	359,425	1,423,397	972,802
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE – BEGINNING	19,779,881	18,031,143	18,629,484	17,417,766
DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE – ENDING	20,052,881	18,390,568	20,052,881	18,390,568
Weighted average number of shares	114,983,870	89,877,514	114,983,870	89,877,514
Loss per share	0.0024	0.0040	0.0124	0.0108

(See accompanying notes to interim consolidated financial statements)

SUNGOLD INTERNATIONAL HOLDINGS CORP.

INTERIM CONSOLIDATED STATEMENT OF CASH FLOW

FOR THE THIRD QUARTER ENDED MAY 31, 2005

(A Development Stage Company)
(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

	Third quarter ended		Year-to-date
	May 31	May 31	May 31	May 31
	2005	2004	2005	2004
	$	$	$	$
OPERATING ACTIVITIES
Loss	(273,000)	(359,425)	(1,423,397)	(972,802)
Items not involving cash:
Amortization	26,563	31,317	77,124	95,583
Debt settled by issuance of private placement units	-	103,235	607,979	786,625
Stock-based compensation	116,620	-	116,620	823
Write-down of pre-development costs and investment	-	-	628,246	-
	(129,817)	(224,873)	6,572	(89,771)
Cash provided by changes in non-cash working capital items:
Prepaid expenses	(2,867)	11,264	23,176	2,104
Accounts payable and accrued liabilities	33,966	(7,758)	(3,573)	(125,281)
Loans payable (repaid)	-	246,713	(9,696)	239,250
	(98,718)	25,346	16,479	26,302
INVESTING ACTIVITIES
Pre-development costs	(62,388)	(10,000)	(204,276)	(28,977)
Acquisition of capital assets	(11,490)	-	(38,451)	-
	(73,878)	(10,000)	(242,727)	(28,977)
FINANCING ACTIVITIES
Proceeds (repayment) of capital leases	80	-	24,178	(17,253)
Purchase of Warrants	(31,177)	-	(31,177)	-
Sale of treasury shares	175,796	-	175,796	23,685
	144,699	-	168,797	6,432
(DECREASE) INCREASE IN CASH	(27,897)	15,346	(57,451)	3,757
CASH – beginning	156,103	36,339	185,657	47,928
CASH – ending	128,206	51,685	128,206	51,685

Notes to statement of cash flow:

1)	During the period, the Company issued no private placement units to settle debts (year-to-date 9,700,000 private placement units to settle $607,979 of debts)
2)	During the period, the Company issued 2,503,260 private placement units for cash of $175,796
3)	During the period, the Company issued 1,335,000 private placement units to pay for services of $116,620

(See accompanying notes to interim consolidated financial statements)

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THIRD QUARTER ENDED MAY 31, 2005

(A Development Stage Company)
(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Note 1	BASIS OF PRESENTATION The accompanying unaudited interim financial statements have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information and, accordingly, certain information and note disclosure normally included in financial statements prepared in accordance with Canadian generally accepted accounting principles has been condensed, or omitted. In the opinion of management, these financial statements include all adjustments necessary for the fair presentation of the results of the interim periods presented. These financial statements have been prepared using the same accounting policies as used in the annual financial statements and should be read in conjunction with the audited financial statements of the Company for the year ended August 31, 2004. The results of operations for any interim period are not necessarily indicative of the results of operations of any other interim period or full fiscal year.
Note 2	GOING CONCERN AND NATURE OF OPERATIONS The principal activity is developing and promoting a proprietary pari-mutuel wagering virtual horseracing product, internet payment system and other internet related products. To date, the Company has not earned significant revenues and is considered to be in a development stage. The recoverability of the amounts shown for pre-development costs is primarily dependent on the ability of the Company to put its pre-development projects into economically viable products in the future. The Company plans to meet anticipated financing needs in connection with its obligations by the exercise of stock options, share purchase warrants, and through private placements, public offerings or joint-venture participation by others. These consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Note 3	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation These consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Horsepower Broadcasting Network (HBN) International Ltd., SafeSpending Inc., and Racing Unified Network (R.U.N.) Inc. All inter-company transactions and balances have been eliminated.

... /2

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THIRD QUARTER ENDED MAY 31, 2005

(A Development Stage Company)
(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

PAGE - 2 -

Note 4	PRE-DEVELOPMENT COSTS
	a)	Vancouver Racecourse / Richmond Equine Training Centre project In July 2004, the Company obtained an option to purchase 126 acres of land southwest of No. 8 Road and Westminster Highway in Richmond, BC, Canada (“Land”) for the purpose of developing a horse training complex, subject to approval of all zoning and regulatory authorities. The agreement gave the Company the option to purchase the Land for $10,500,000 until January 2, 2005. As the Company did not exercise this option and is not pursuing the project at this time, it is expensing these development costs in this quarter.

	August 31		Impairment	May 31
	2004	Additions	Write off	2005
	$	$	$	$
Consulting and legal fees	616,718	-	616,718	-
Options	10,000	-	10,000	-
Other direct costs	1,528	-	1,528	-
	628,246	-	628,246	-

b)

Horsepower project

Horsepower World Pool Virtual Horse Racing System is a proprietary, pari-mutual wagering product operated by Horsepower Broadcasting Network (HBN) International Ltd., a subsidiary of the Company. The product is being offered to Licensed facilities and Authorized Racetrack Affiliates. Development of this project is largely complete but there are no operating installations as of the date of this statement. Development costs related to this project of $206,224 were reclassified in the second quarter from Software – Horsepower where they were reported in the November 30, 2004 statement. See Note 5.

	August 31		Impairment	May 31
	2004	Additions	Write off	2005
	$	$	$	$
Legal and consulting fees	79,119	270,352	-	349,471

c)

SafeSpending project

In May 2001, a subsidiary of the Company, SafeSpending Inc., acquired all the rights to an internet payment system technology which is a spending system that can be used to make anonymous purchases online from merchants and individuals. The agreement provides SafeSpending Inc. with all copyrights, trademarks, source codes and intellectual property and the Company has patents pending in 105 countries for the SafeSpending Inc. anonymous payment system.

	August 31		Impairment	May 31
	2004	Additions	Write off	2005
	$	$	$	$
Acquisition cost	62,300	-	-	62,300
Legal and consulting fees	55,489	3,504	-	58,993
	117,789	3,504	-	121,293

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THIRD QUARTER ENDED MAY 31, 2005

(A Development Stage Company)
(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

PAGE - 3 -

Note 4 PRE-DEVELOPMENT COSTS (continued)

	August 31		Impairment	May 31
	2004	Additions	Write off	2005
	$	$	$	$
TOTAL PRE-DEVELOPMENT COSTS	825,154	273,856	628,246	470,764

Note 5 EQUIPMENT

		(Unaudited)		(Audited)
		May 31		August 31
		2005		2004
	Cost	Less	Net Book	Net Book
		Accumulated	Value	Value
		Amortization
	$	$	$	$
Software – Horsepower	761,104	440,349	320,755	446,938
Computer equipment	324,274	255,793	68,481	75,517
Leased equipment	26,961	2,246	24,715	-
Office equipment	270	20	250	-
	1,112,609	698,408	414,201	522,455

Software – Horsepower costs of $761,104, reported in the November 30, 2004, statements as $967,328, were reduced by $206,224 which was reclassified in the second quarter as pre-development costs. See Note 4b.

Note 6 SHARE CAPITAL

	(Unaudited)	(Audited)
	May 31	August 31
	2005	2004
	$	$
Authorized:
Unlimited common shares without par value
100,000,000 Class “A” preference shares
without par value
100,000,000 Class “B” preference shares
without par value
Issued and outstanding:
117,903,000 common
(August 31, 2004 – 103,364,740 common)	20,859,961	19,959,566

... /4

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THIRD QUARTER ENDED MAY 31, 2005

(A Development Stage Company)
(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

PAGE - 4 -

Note 6	SHARE CAPITAL (continued)
	a)	Shares issued during the period:

	Third quarter ended		Year-to-date
	May 31, 2005		May 31, 2005
	#	$	#	$
Private placements:
For debt	-	-	9,700,000	607,979
For services	1,335,000	116,620	1,335,000	116,620
For working capital	2,503,260	175,796	2,503,260	175,796
	3,838,260	292,416	13,538,260	900,395

b)	Stock options and stock based compensation:
	The Company has a fixed stock option plan on the issuance of options of up to 10% of the Company’s issued share capital. The following are incentive share purchase options outstanding:

Date of Grant	Price	Balance Aug 31, 2004	Granted	Exercised / Expired / Cancelled	Balance May 31, 2005	Expiration date
Feb 16, 2001	US$0.1500	100,000	-	-	100,000	Feb 16, 2006
Feb 28, 2001	US$0.0600	1,050,000	-	-	1,050,000	Feb 28, 2006
Mar 5, 2001	US$0.0850	79,900	-	-	79,900	Mar 5, 2006
Aug 10, 2001	US$0.1200	300,000	-	-	300,000	Aug 10, 2006
Dec 20, 2001	US$0.0900	100,000	-	-	100,000	Dec 20, 2006
Jan 4, 2002	US$0.0800	730,764	-	-	730,764	Jan 4, 2007
Jan 24, 2002	US$0.0725	400,000	-	-	400,000	Jan 24, 2007
Oct 11, 2002	US$0.1500	200,000	-	-	200,000	Oct 11, 2007
Oct 16, 2002	US$0.1500	300,000	-	-	300,000	Oct 16, 2007
Jan 23, 2003	US$0.1100	136,000	-	-	136,000	Jan 23, 2008
May 27, 2003	US$0.0500	64,000	-	-	64,000	May 27, 2008
May 28,2003	US$0.0500	150,000	-	-	150,000	May 28,2008
		3,610,664	-	-	3,610,664

In 2001, the Canadian Institute of Chartered Accountants issued Section 3870 for Stock-based Compensations, which requires the use of fair value based method for fiscal years beginning on or after January 1, 2002, and applied to awards granted on or after the date of adoption. The Company adopted the recommendations prospectively for the fiscal year starting September 1, 2002.

Under this fair value based method, the value of a stock-based compensation plan is the sum of two component parts: its intrinsic value and its time value. The intrinsic value reflects the extent to which it is “in the money” at any date, and the time value is the value of the potential increases to the plan holder at any given time. The estimated time value is added to the intrinsic value to determine the fair value of the plan at any time.

... /5

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THIRD QUARTER ENDED MAY 31, 2005

(A Development Stage Company)
(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

PAGE - 5 -

Note 6	SHARE CAPITAL (continued)
	b)	Stock options and stock based compensation (continued):
		During the period, no options were granted. In fiscal 2003, the Company granted 850,000 share purchase option, all to non-employees as follows:

Date of Grant	Price	Granted #	Exercisable #	Exercised #	Compensation $	Expiration date
Oct 11, 2002	US$0.1500	200,000	200,000	-	16,600	Oct 11, 2007
Oct 16, 2002	US$0.1500	300,000	300,000	-	24,900	Oct 16, 2007
Jan 23, 2003	US$0.1100	136,000	136,000	-	8,282	Jan 23, 2008
May 27, 2003	US$0.0500	64,000	64,000	-	640	May 27, 2008
May 28,2003	US$0.0500	150,000	150,000	-	1,500	May 28, 2008
				-
		850,000	850,000	-	51,922

The fair value of each option granted is estimated on the date of the grant using the Black-Scholes option pricing model with the following assumptions:

Risk-free interest rate	3.00%
Dividend yield	0
Estimated hold period prior to exercise (years)	3
Volatility in the price of the Company’s common shares	150%

The Black-Scholes valuation model was developed for use in estimating the fair value of traded options which are fully transferable and highly traded. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its director stock options.

Outstanding share purchase options which were issued prior to January 1, 2002, have neither been charged to income nor included in the calculation of the pro forma loss, in accordance with Section 3870 of the CICA Handbook, which is to take effect prospectively.

... /6

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THIRD QUARTER ENDED MAY 31, 2005

(A Development Stage Company)
(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

PAGE - 6 -

Note 6	SHARE CAPITAL (continued)
	c)	Share purchase warrants: The Corporation made agreements with the warrant holders to cancel all warrants issued prior to May 1, 2005 in consideration for a payment to the Estate of Kim N. Hart of $31,177 which has been recorded as a reduction of Contributed Surplus, and the payment was made in June 2005.

Date of Grant	Price	Balance Aug 31, 2004	Granted	Exercised	Expired / Cancelled	Balance May 31, 2005	Expiration date
Sep 7, 2001	US$0.200	1,000,000	-	-	1,000,000	-	Cancelled
Oct 24, 2001	US$0.150	420,000	-	-	420,000	-	Cancelled
Nov 4, 2001	US$0.150	1,000,000	-	-	1,000,000	-	Cancelled
Dec 14, 2001	US$0.060	2,333,334	-	-	2,333,334	-	Cancelled
Jan 7, 2002	US$0.060	1,700,000	-	-	1,700,000	-	Cancelled
Jan 30, 2002	US$0.060	1,000,000	-	-	1,000,000	-	Cancelled
Mar 1, 2002	US$0.110	300,000	-	-	300,000	-	Expired
Mar 26, 2002	US$0.170	1,000,000	-	-	1,000,000	-	Expired
Apr 4, 2002	US$0.165	1,000,000	-	-	1,000,000	-	Cancelled
May 7, 2002	US$0.160	400,000	-	-	400,000	-	Cancelled
May 30, 2002	US$0.150	600,000	-	-	600,000	-	Cancelled
Jul 10, 2002	US$0.075	2,500,000	-	-	2,500,000	-	Cancelled
Jul 24, 2002	US$0.080	250,000	-	-	250,000	-	Cancelled
Jul 23, 2002	US$0.080	1,500,000	-	-	1,500,000	-	Cancelled
Aug 21, 2002	US$0.090	100,000	-	-	100,000	-	Cancelled
Sep 27, 2002	US$0.080	3,000,000	-	-	3,000,000	-	Cancelled
Nov 1, 2002	US$0.070	3,000,000	-	-	3,000,000	-	Cancelled
Mar 26, 2003	US$0.050	3,000,000	-	-	3,000,000	-	Cancelled
Apr 10, 2003	US$0.040	3,750,000	-	-	3,750,000	-	Cancelled
May 16, 2003	US$0.030	3,000,000	-	-	3,000,000	-	Cancelled
Jun 11, 2003	US$0.030	3,000,000	-	-	3,000,000	-	Cancelled
Jul 7, 2003	US$0.031	2,500,000	-	-	2,500,000	-	Cancelled
Aug 21, 2003	US$0.075	1,000,000	-	-	1,000,000	-	Cancelled
Sep 5, 2003	US$0.060	2,000,000	-	-	2,000,000	-	Cancelled
Oct 31, 2003	US$0.060	2,000,000	-	-	2,000,000	-	Cancelled
Feb 10, 2004	US$0.040	4,000,000	-	-	4,000,000	-	Cancelled
Feb 18, 2004	US$0.045	2,500,000	-	-	2,500,000	-	Cancelled
Mar 30, 2004	US$0.0525	1,500,000	-	-	1,500,000	-	Cancelled
Jun 04, 2004	US$0.060	3,000,000	-	-	3,000,000	-	Cancelled
Aug 20, 2004	US$0.060	4,500,000	-	-	4,500,000	-	Cancelled
Oct 1, 2004	US$0.060	-	2,500,000	-	2,500,000	-	Cancelled
Dec 31, 2004	US$0.050	-	4,000,000	-	4,000,000	-	Cancelled
Jan 19, 2005	US$0.045	-	3,200,000	-	3,200,000	-	Cancelled
May 2, 2005	US$0.150	-	250,000	-	-	250,000	May 31, 2007
May 31, 2005	US$0.050	-	300,000	-	-	300,000	May 31, 2007
May 31, 2005	US$0.050	-	300,000	-	-	300,000	May 31, 2007
May 31, 2005	US$0.050	-	793,266	-	-	793,266	May 31, 2007
		56,853,334	11,343,266	-	66,553,334	1,643,266

... /7

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THIRD QUARTER ENDED MAY 31, 2005

(A Development Stage Company)
(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

PAGE - 7 -

Note 7 CAPITAL LEASES The Company arranged two capital leases to finance computer equipment, having a total cost of $26,961. Details are as follows:

		(Unaudited)		(Audited)
		May 31		August 31
		2005		2004
	Current	Long Term
Lessor	Portion	Portion	Total	Total
	$	$	$	$
National Leasing, having an original
principal of $20,975, repayable in
monthly payments of $640	3,156	16,666	19,822	-
Bodkin Capital, having an original
principal of $5,986, repayable in
monthly payments of $203	1,045	3,311	4,356	-
	4,201	19,977	24,178	-

Note 8	RELATED PARTY TRANSACTIONS The following is a summary of related party transactions for the current year:
	a)	Consulting fees paid

Related Party	1st Qtr Ending Nov 30, 2004 $	2nd Qtr Ending Feb 28, 2005 $	3rd Qtr Ending May 31, 2005 $	Year to Date Totals $
K.N. Hart, officer	101,200	24,072	5,350	130,622
A. Cowie, officer	4,000	8,000	4,000	16,000
D.R. Harris, director	-	3,094	-	3,094
L. Simpson, officer	10,000	7,500	10,431	27,931
T.K. Blackwell, officer	-	-	13,622	13,622
Total	115,200	42,666	33,403	191,269

b) Share capital awarded at fair market value:

Related Party	1st Qtr Ending Nov 30, 2004 $	2nd Qtr Ending Feb 28, 2005 $	3rd Qtr Ending May 31, 2005 $	Year to Date Totals $
T. Currie, officer	-	-	44,000	44,000
T.K. Blackwell, officer	-	-	17,200	17,200
Total	-	-	61,200	61,200
Combined Totals	115,200	42,666	94,603	252,469

EX-99.2

Management Discussion And Analysis Of
Results Of Operations And Financial Condition
For The Nine Months Ended May 31, 2005

This Management Discussion and Analysis of Sungold International Holdings Corp. (the “Corporation”) provides analysis of the Corporation’s financial results for the nine month period ended May 31, 2005. The following information should be read in conjunction with the accompanying unaudited financial statements and the notes to the Corporation’s audited financial statements for the year ended August 31, 2004(the“Annual Financial Statements”). All financial information is prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) and is expressed in Canadian dollars. Additional information relating to the Corporation, including the Annual Financial Statements, is available on SEDAR at www.sedar.com.

DATE OF THE REPORT

July 28, 2005.

OVERALL PERFORMANCE

Overview

Sungold International Holdings Corp. “the Company” is a development stage company focused on the development and promotion of a pari-mutuel, virtual horseracing game, an Internet payment system and other related products. The Corporation is a public company listed on the OTC Bulletin Board under the symbol “SGIHF”. The Corporation conducts its operations through its wholly owned subsidiaries, Horsepower Broadcasting Network (HBN) International Ltd., a company incorporated under the laws of Canada, Racing Unified Network (R.U.N.) Inc. a company incorporated under the laws of Canada, and SafeSpending Inc., a company incorporated under the laws of Arizona.

To date, the Corporation has not earned significant revenues and is considered to be in the development stage. The recoverability of pre-development costs is primarily dependent on the ability of the Corporation to put its pre-development projects into economically viable products in the future. The Corporation has funded its business operations, working capital and the development of its interests by the issuance of share capital under private placements and by the exercise of accompanying warrants, and stock options in the aggregate amount of $20,859,961 since inception. The Corporation intends to continue to finance its operations through the issuance of equity until it generates sufficient revenues from the Horsepower® World Pool system, and the SafeSpending® Anonymous Internet Payment system.

The Corporation is focused on five strategic objectives: strengthening the management complement, finishing the software development of the Horsepower® World Pool system, obtaining requisite legal approvals in the appropriate jurisdictions, marketing this product to licensed pari-mutuel wagering establishments, and starting the software development of the SafeSpending® Anonymous Internet Payment system.

During the quarter ended May 31, 2005 the Corporation appointed the positions of Chief Financial Officer, and President, and its subsidiary, Horsepower Broadcasting Network (HBN) International Ltd. appointed a Vice-President Operations. Subsequent to May 31 the Corporation has appointed a Vice-President Corporate

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Development, and a Vice-President Administration. Horsepower Broadcasting Network (HBN) International Ltd. renewed the appointment of its Chief Technical Officer.

The Horsepower® World Pool software is designed to interface with the pari-mutuel tote systems which comprise the infrastructure at each location. The software has been tested with a simulated interface and the last phase of development is to program an interface with an actual tote system and test it in real time. This experience requires the cooperation of a tote company and Sungold is working towards making such an arrangement. At the same time the Corporation must obtain requisite legal approvals for any jurisdiction within which it wishes to broadcast the game and these processes have been initiated, but both the foregoing requirements are outside of the direct control of the Corporation, so it is not possible to set a completion date specifically. It is the Corporation’s expectation and objective to satisfy these requirements by the end of October.

The company’s marketing efforts are a continuous process in North America and abroad. In keeping with its world wide concept, the company recently made a one year agreement with an industry consulting agency in Ireland, Allan Wienrib and Associates, to represent it in Ireland, the U.K., France, South Africa and Israel. This marketing effort will include the aspect of selling advertising spots on the Horsepower® World Pool display. The advertising effort is the responsibility of the Corporation’s subsidiary, Racing Unified Network (R.U.N.) Inc.

The Corporation’s subsidiary, SafeSpending Inc. has renewed interest in completing the SafeSpending® Anonymous Internet Payment system, and in July 2005 arranged contracts with the inventors for them to assist in completing the development of the product. The product is a process to enable e-Commerce companies to access more revenue due to the elimination of current consumer fears and apprehensions surrounding the posting of credit cards and personal information on the Internet. Furthermore, very large segments of potential consumers are excluded from e-Commerce because they are ineligible for credit due to bad credit history, or age. SafeSpending Inc. is going to pursue this market by implementing a superior anonymous payment system, rather than credit or debit cards or money orders. This should address many of the consumer’s privacy concerns while engaging in e-Commerce.

Safespending Inc. is going to start recruiting individuals in the industry to ensure that proper research and development will be in keeping with the business schedule. The business agenda going forward will be guided by a program to address the critical implementation of the requisite technological components, the national and international marketing strategy required to achieve industry awareness, and where necessary, forming strategic alliances with business, financial, and technical entities required to achieve the company’s goals.

The Corporation’s principal capital expenditures consist of the following: There are no outstanding purchase commitments at this time.

• The Horsepower® pari-mutuel based virtual horse racing system, source codes, patent, trademarks and worldwide license;
   
• The rights, title and all intellectual property rights to the Safespending® Anonymous Internet Payment System;
   
• Certain computer hardware and software for scaleable operation of multi-user wagering systems; and
   
• Investment in research and development related to pari-mutuel wagering systems and online payment processing systems.

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RESULTS OF OPERATIONS

Quarter Ended May 31, 2005 Compared to May 31, 2004

Net Loss

The Corporation had no revenue from operations during the periods ended May 31, 2005 and 2004. The Corporation had a net loss of $273,000 for the quarter ended May 31, 2005 or $0.0024 per share compared to a net loss of $359,425 for the same quarter in 2004 or $0.0040 per share.

Expenses

Expenses were reduced during the quarter ended May 31, 2005: $273,000 compared to $359,425 for the same quarter in 2004. The Corporation is attempting to limit expenses to those considered essential or beneficial to its success. Year to date operating expenses for the nine months ended May 31, 2005 were $795,151 compared to $972,802 for the corresponding period in the prior year, a reduction of slightly more than 18%, but the total loss was larger at $1,423,397 because of the $628,246 write down of pre-development costs previously reported in the second quarter.

Financing Requirements

During the quarter ended May 31, 2005, the Corporation issued 3,838,260 private placement units for $292,416 to pay for consulting fees, to related parties of $61,200 unrelated consultants of $55,420 and provide working capital of $175,796. The Corporation will require further financing to continue its business operations. The Corporation anticipates that any future financing will be achieved by sales of additional shares of its common stock. Anticipated sales of additional shares of common stock will result in dilution to the Corporation’s current stockholders.

The Corporation anticipates that it will continue to incur losses until such time as the revenues it is able to generate from operation of its products exceed the operating expenses.

SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial data for the Corporation for its last eight completed financial quarters ended May 31, 2005.

	05/31/05	02/28/05	11/30/04	8/31/04	5/31/04	2/29/04	11/30/03	8/31/03
	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4
	($)	($)	($)	($)	($)	($)	($)	($)
Total revenue	-	-	-	-	-	-	-	-
G & A Expenses	156,380	281,246	-	238,916	359,425	310,946	302,431	791,094
Stock based compensation	116,620	-	-	-	-	-	-	51,922
Corporate taxes	-	-	-	-	-	-	-	-
Impairment  write-down	-	628,246	-	-	-	-	-	2,017,420
Loss - Canadian GAAP	273,000	909,492	240,904	238,916	359,425	310,946	302,431	2,808,514
Deferred development    costs	62,389	2,990	208,478	34,135	10,000	18,777	200	(2,014,428)
Foreign exchange adjustment – US   GAAP	(7,396)	23,599	24	584	238	(2,649)	1,875	(598)

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	05/31/05	02/28/05	11/30/04	8/31/04	5/31/04	2/29/04	11/30/03	8/31/03
	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4
Loss – US GAAP	327,993	936,081	449,406	273,635	369,663	327,074	304,506	793,488
Loss per share -  Canadian  GAAP	0.0024	0.0083	0.0023	0.0026	0.0040	0.0036	0.0036	0.0414
Loss per share -  US GAAP	0.0029	0.0086	0.0043	0.0030	0.0042	0.0038	0.0036	0.0117
Weighted  average number  of shares	114,983,870	109,464,749	104,614,740	92,239,057	89,877,514	87,098,256	85,414,191	67,894,398
Total Assets	1,047,653	1,026,480	1,661,926	1,592,034	1,328,945	1,346,180	1,395,177	1,418,406
Total long-term financial liabilities	19,977	-	-	-	-	-	11,713	17,253
Cash dividends(1)	-	-	-	-	-	-	-	-

(1)      The Corporation has no cash dividend policy and has no intention of developing a cash dividend policy in the near future. The Corporation has paid no cash dividends and has no retained earnings from which it might pay dividends.

LIQUIDITY AND CAPITAL RESOURCES

During the period that ended May 31, 2005, the Corporation had a net working capital deficiency of $5,986 and Cash and GST receivable of $128,206 as compared to a working capital deficiency of $252,862 and cash of $51,685 during the same period in 2004.

During the third quarter, the Corporation made agreements with the warrant holders to cancel all warrants issued prior to May 1, 2005 in consideration for a payment to the Estate of Kim N. Hart of $31,177 which has been recorded as a reduction of Contributed Surplus, and the payment was made in June 2005.

The Corporation has a planned operating budget of $300,000 for the remainder of the fiscal year ending August 31, 2005. The Corporation currently does not have sufficient funds to finance its operations through the fiscal year ending August 31, 2005, and will be required to raise additional funds through equity financing. The Corporation anticipates it will raise funds to meet its planned operating budget through private placements of equity. From June 1, 2005 to date, the company has raised $59,397 from the sale of 675,800 Treasury shares, and received a GST refund of $24,166.

OFF BALANCE SHEET ARRANGEMENTS

As of July 28, 2005, the Corporation has no off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

During the nine months ended May 31, 2005, the Corporation paid $191,269 (2004 $386,686) in consulting fees to directors and officers, and awarded 700,000 shares to officers, having a fair value of $61,200 (2004 – Nil).

All fees paid to Consultants whether related parties or not are categorized as Consulting fees, and grouped with Professional fees in the expenses, with no distinction as to the nature of the consulting, whether it be general, technical or marketing. Until the end of this quarter the Corporation had no full time employees and relied on professional consultants under contract. Subsequent to this third quarter the Corporation has made employment contracts, in June for the position of President and CEO of its subsidiary, Horsepower Broadcasting Network (HBN) International Ltd., and in July for the combined position of Vice President Corporate Development of Sungold International Holdings Corp., and President and CEO of the subsidiary SafeSpending Inc.

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CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

There was no change in the Corporation’s existing accounting policies since the date of the Annual Financial Statements.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Corporation’s financial instruments consist of cash, accounts receivable, and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Corporation is not exposed to significant interest or credit risks arising from the financial instruments. The fair market values of these financial instruments approximate their carrying values, unless otherwise noted.

SHARE DATA

The Corporation has 117,502,500 common shares issued and outstanding as of July 28, 2005.

SUBSEQUENT EVENTS

In addition to the management and consulting appointments made after May 31^st and the appointment of an industry consulting agency in Ireland, referred to earlier in the Overview section of this report, the Corporation’s subsidiary, Horsepower Broadcasting Network(HBN) International Ltd. announced the signing of a letter of intent with TRAXCO Inc., a subsidiary of Treasure Bay V.I. Corp. in order to be considered as an Authorized Racetrack Affiliate for a five year exclusive license agreement for the pari-mutuel product Horsepower® World Pool at their U.S. Virgin Island facilities on the Island of St. Croix.. The definitive five year exclusive licensing agreement will be subject to all mandatory legal approvals.

RISKS AND UNCERTAINTIES

The securities of the Corporation are highly speculative. In evaluating the Corporation, it is important to consider that the Corporation is in the development stage of its operations as a software supplier of a virtual pari-mutuel wagering entertainment system, and an Internet anonymous payment system. A prospective investor or other person reviewing the Corporation should not consider an investment unless the investor is capable of sustaining an economic loss of the entire investment. All costs have been funded through equity. Certain risks are associated with the Corporation’s business including the following:

Limited History of Operations

The Corporation has a limited history of operations. The Corporation is dependent on receiving jurisdictional approvals to have its Horsepower® pari-mutuel wagering based virtual horse racing game legalized as an alternative form of pari-mutuel wagering. The Corporation does not expect to receive any revenues from operations until the required approvals are received and the projects begin operations in a commercially profitable manner. There can be no assurance that any jurisdictional approvals will be obtained for the proposed pari-mutuel licensed facilities at Authorized Racing Affiliates that the Corporation has entered into five year exclusive license agreements with. Investors should be aware of the delays, expenses and difficulties encountered in an enterprise in this stage, many of which may be beyond the Corporation’s or its affiliates’ control, including, but not limited to, the regulatory environment in which the Corporation expects to operate, problems related to regulatory compliance costs and delay, marketing difficulties and costs that may exceed current estimates. There can be no assurance that the Corporation or its affiliates will be able to implement their business strategies and successfully develop any of the planned development projects or complete their projects according to specifications in a timely manner or on a profitable basis. The Corporation will require additional financing to carry out its business plan and, if financing is unavailable for any reason, the Corporation may be unable to carry out its business plan.

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Governmental Regulations; Uncertainty of Obtaining Licenses

Racetrack establishment operations are subject to federal, provincial and local regulations. Federal, provincial and the applicable local authorities will require various licenses, permits and approvals. The local and federal authorities may, among other things, revoke a business license, or the license of any individual or registered entity. No racetrack has yet obtained the government licenses, permits and approvals necessary for the operation of the proposed pari-mutuel wagering activities. Business licenses and related approvals are generally deemed to be privileges under the law and no assurances can be given that any licenses, permits or approvals that may be required will be given or that existing ones will not be revoked. In particular, the Corporation’s Horsepower® World Pool racing system and operations will require various approvals from the applicable authorities, and this approval process can be time consuming and costly with no assurance of success. Moreover, all of the Corporation’s projects are subject to risks from political and economic uncertainty, which are beyond the control of the Corporation. The application processes for securing business licenses are complex and time consuming. Each project has specific requirements.

The laws, rules and regulations governing the Corporation’s proposed projects are subject to change and variation prior to the Corporation and its joint venture partners obtaining the required licenses. To a certain extent, the licensing process is a political process and the Corporation and its joint venture partners may face delays in obtaining licenses due to political changes or competing political interests.

Need for Additional Financing to Fund Current Commitments

The Corporation requires further financing to continue its daily operations and to fund ongoing project development. The Corporation anticipates it will need to raise approximately US$250,000 (CDN$300,000) to meet its current operating budget for the remainder of its fiscal year ending August 31, 2005. The Corporation has not yet secured this required financing, but management is confident and believes it will meet its operating budget requirements in the last quarter of its fiscal year through August 31, 2005. If additional financing is not available at all or on acceptable terms, the Corporation may have to substantially reduce or cease its operations.

The development of the Corporation’s business will depend upon increased cash flow from operations and the Corporation’s ability to obtain financing through private placement financing, public financing or other means. The Corporation currently has no significant revenues from operations and is experiencing negative cash flow, accordingly, the only other sources of funds presently available to the Corporation is through the sale of equity and debt capital. While the Corporation has successfully raised such capital in the past there can be no assurance that it will be able to do so in the future. If the Corporation cannot obtain sufficient capital to fund its planned expenditures, its planned operations may be significantly delayed or abandoned. Any such delay or abandonment could result in cost increases and adversely affect the Corporation’s future results which could result in a material adverse effect on an investment in the Corporation’s securities.

Racing Industry Risks

The Corporation’s projects are speculative by their nature and involve a high degree of risk. The racing industry is subject to a number of factors beyond the Corporation’s control including changes in economic conditions, industry competition, management risks, changes in racing products, variability in operating costs, changes in government and changes in regulatory authorities’ rules and regulations.

There Is A Limited Market For the Corporation’s Common Stock. If A Market For The Corporation’s Common Stock Is Developed, Then The Stock Price May Be Volatile

The Corporation’s common stock is traded on the OTC Bulletin Board. However, there is a limited market for the Corporation’s common stock and there is no assurance that investors will be able to sell their shares in the

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public market. The Corporation anticipates that the market price of its common stock will be subject to wide fluctuations in response to several factors, such as:

1.	actual or anticipated variations in the Corporation’s results of operations;
2.	the Corporation’s ability or inability to generate new revenues;
3.	competition; and
4.	conditions and trends in the horse racing industry.

Further, companies traded on the OTC Bulletin Board have traditionally experienced extreme price and volume fluctuations. Accordingly, the Corporation’s stock price may be adversely impacted by factors that are unrelated or disproportionate to its operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of the Corporation’s common stock.

The Corporation’s Audited Financial Statements Contain a Note about the Corporation’s Ability to Continue as a Going Concern

The Corporation’s financial statements have been prepared on the basis of accounting principles applicable to a going concern. As of August 31, 2004 the Corporation had an accumulated deficit of $18,629,484 which increased to $20,052,881 as at May 31, 2005 (May 31, 2004 - $18,390,568) The Corporation continues to incur operating losses, including losses of $1,211,718 during the fiscal year ended August 31, 2004. The Corporation’s ability to continue as a going concern and the recoverability of the amounts shown for predevelopment costs is primarily dependant on the ability of the Corporation to operate the Horsepower® World Pool, and or the SafeSpending® system profitably in the future. The Corporation plans to meet anticipated financing needs in connection with its obligations by the exercise of stock options, share purchase warrants and through private placements, public offerings or joint venture participation by others. Failure to continue as a going concern would require a restatement of assets and liabilities on a liquidation basis, which would differ materially from the going concern basis on which the Corporation’s financial statements were prepared. Under U.S. GAAP, the auditor’s report on the consolidated financial statements contains an explanatory paragraph when the financial statements are affected by conditions and events that cast substantial doubt on a company’s ability to continue as a going concern such as those described in Note 1 to the Corporation’s audited financial statements.

Foreign Incorporation

The Corporation is incorporated under the laws of Canada and a majority of the Corporation’s officers are residents of Canada. Consequently, it may be difficult for United States investors to effect service of process within the United States upon the Corporation or upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended. A judgment of a U.S. court predicated solely upon such civil liabilities may not be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Corporation predicated solely upon such civil liabilities.

Forward Looking Statements

This Management’s Discussion & Analysis contains certain forward-looking statements. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding future plans and objectives of the Corporation are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to

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differ materially from the Corporation’s expectations are disclosed in the Corporation documents filed from time to time with the U.S. Securities and Exchange Commission and other regulatory authorities.

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