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 2006

Commission File Number: 000-30006

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

300-940 The East Mall
Toronto, Ontario Canada M9B 6J7
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
x Form 20-F   ¨ 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 by furnishing the information contained in this Form, the registrant 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 Second Quarter Ended February 28, 2006.
99.2	Management Discussion and Analysis for the Second Quarter Ended February 28, 2006.
99.3	Form 52-109F2 - Certification of the CEO and CFO

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.
	(Registrant)
Date: May 1, 2006	By:	/s/ T Keith Blackwell
		T. Keith Blackwell
	Title:	Chief Executive Officer

EX-99.1

SUNGOLD INTERNATIONAL HOLDINGS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2006

(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 consolidated financial statements for the second financial quarter ended February 28, 2006, have not been reviewed by our auditors, Loewen, Stronach & Co., Chartered Accountants.

Toronto, ON

April 28, 2006

SUNGOLD INTERNATIONAL HOLDINGS CORP.

CONSOLIDATED BALANCE SHEET

FEBRUARY 28, 2006

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

	(Unaudited)		(Audited)
	February 28		August 31
	2006		2005
	$		$
ASSETS
CURRENT ASSETS
Cash	10,757		10,876
Canadian goods and services input tax credits	52,028		43,065
Prepaid expenses and deposits	21,990		22,087
	84,775		76,028
PRE-DEVELOPMENT COSTS (Note 4)	232,013		224,898
EQUIPMENT (Note 5)	562,213		628,012
	879,001		928,938
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities	257,038		244,075
Loans payable	-		12,500
Leases payable (Note 7)	7,733		7,120
	264,771		263,695
LONG TERM LIABILITIES
Leases payable (Note 7)	10,493		14,519
	275,264		278,214
SHAREHOLDERS’ EQUITY
SHARE CAPITAL (Note 6)	21,852,097		21,078,648
CONTRIBUTED SURPLUS	190,457		190,457
DEFICIT	(21,438,817	)	(20,618,381	)
	603,737		650,724
	879,001		928,938

APPROVED BY THE DIRECTORS:
“Art Cowie”	Director
“Donald Harris”	Director

(See accompanying notes to consolidated financial statements)

SUNGOLD INTERNATIONAL HOLDINGS CORP.

CONSOLIDATED STATEMENT OF LOSS AND DEFICIT

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2006

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

	April 7, 1986		Second Quarter Ended			Year-to-Date
	(inception) to
	February 28,		February 28	February 28		February 28	February 28
	2006		2006	2005		2006	2005
	$		$	$		$	$
REVENUE
Gain on disposition of marketable securities	838,947		-	-		-	-
EXPENSES
Impairment write-down
of pre-development costs and investment	6,460,304		-	628,246		-	628,246
Advertising and promotion	3,363,376		22,413	19,191		46,170	24,817
Professional and consulting fees	3,346,237		254,881	119,878		324,100	246,664
Management fees and salaries	2,127,461		147,917	-		193,167	-
Investor relations	1,263,168		32,858	58,095		93,355	76,484
Travel and conference	1,138,080		24,067	39,867		28,146	69,203
Office and miscellaneous	856,978		8,924	18,195		19,579	34,653
Internet services	811,861		6,210	5,805		12,287	9,675
Amortization	862,759		34,182	26,029		68,201	50,561
Office rent and services	596,807		3,099	8,353		15,992	20,629
Transfer agent and filing fees	386,918		8,917	9,162		13,653	12,418
Insurance	263,953		-	250		167	333
Financing fees	218,000		-	-		-	-
Stock based compensation	190,457		-	-		-	-
Finder fees	154,031		-	-		-	-
Interest and bank charges	116,840		2,355	20		3,172	289
Settlement agreement	71,178		-	-		-	-
Interest on capital leases	30,874		858	-		1,646	-
Fees and commissions	29,741		-	-		-	-
Prizes	1,547		-	-		-	-
Loss on disposition of equipment	826		-	-		-	-
Quebec capital tax	500		-	-		-	-
Foreign exchange loss (gain)	(14,132	)	793	(23,599	)	801	(23,575	)
	22,277,764		547,475	909,492		820,436	1,150,397
LOSS	21,438,817		547,475	909,492		820,436	1,150,397
DEFICIT– BEGINNING	-		20,891,342	18,870,387		20,618,381	18,629,482
DEFICIT – ENDING	21,438,817		21,438,817	19,779,879		21,438,817	19,779,879
Weighted average number of shares			123,762,832	109,464,740		122,095,485	107,431,407
Loss per share			0.0044	0.0083		0.0067	0.0107

(See accompanying notes to consolidated financial statements)

SUNGOLD INTERNATIONAL HOLDINGS CORP.

CONSOLIDATED STATEMENT OF CASH FLOW

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2006

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

	April 7, 1986
	(inception) to		Second Quarter Ended				Year-to-Date
	February 28,		February 28		February 28		February 28		February 28
	2006		2006		2005		2006		2005
	$		$		$		$		$
Loss	(21,438,817	)	(547,475	)	(909,492	)	(820,436	)	(1,150,397	)
Items not involving cash:
Write-down of pre-development costs	6,460,303		-		628,246		-		628,246
Amortization	862,759		34,183		26,029		68,201		50,561
Stock-based compensation	190,457		-		-		-		-
Issuance of private placement units or
common shares for services	528,394		241,229		-		294,617		-
Gain on disposition of marketable securities	(838,947	)	-		-		-		-
Loss on disposition of equipment	14,858		-		-		-		-
	(14,220,993	)	(272,063	)	(255,217	)	(457,618	)	(471,590	)
Cash provided by changes in non-cash
working capital items:
Canadian goods and services input tax credits	(52,028	)	(10,947	)	(17,127	)	(8,963	)	(31,203	)
Prepaid expenses	(21,990	)	(17,232	)	40,387		97		26,043
Accounts payable and accrued liabilities	257,036		(44,745	)	53,950		12,963		(37,540	)
	(14,037,975	)	(344,987	)	(178,007	)	(453,521	)	(514,290	)
INVESTING ACTIVITIES
Pre-development costs	(5,282,938	)	(6,542	)	(2,254	)	(7,115	)	(141,888	)
Proceeds of disposition of equipment	38,028		-		-		-		-
Acquisition of equipment	(1,395,228	)	(2,188	)	(26,961	)	(2,402	)	(26,961	)
	(6,640,138	)	(8,730	)	(29,215	)	(9,517	)	(168,849	)
FINANCING ACTIVITIES
Loans payable	2,575,728		-		(222,232	)	(12,500	)	(9,696	)
Repayment of capital leases	(64,577	)	(1,671	)	24,098		(3,413	)	24,098
Issuance of shares	16,451,972		365,628		418,229		478,832		607,979
Proceeds of disposition of marketable securities	1,725,747		-		-		-		-
	20,688,870		363,957		220,095		462,919		622,381
(DECREASE) INCREASE IN CASH	10,757		10,240		12,873		(119	)	60,758
CASH – beginning	-		517		19,780		10,876		93,411
CASH – ending	10,757		10,757		32,653		10,757		32,653
Notes to statement of cash flow:
1)     Cash consists of balances with banks
2)     Interest and income taxes paid:
Interest paid	195,981		3,213		584		4,818		289
Income taxes paid	-		-		-		-		-

(See accompanying notes to consolidated financial statements)

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2006

(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, 2005. 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 CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2006

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

PAGE - 2 -

Note 4	PRE-DEVELOPMENT COSTS
	a)	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™ anonymous payment system. During the previous fiscal year, the Company entered into consulting agreements with the two individuals from whom the rights were acquired, to assist in the further development of the project. The contracts were for six months from July 20th , 2005, and the consultants each received sole compensation of 150,000 shares, having a total value at the time of $10,997 each.

	August 31		Impairment	February 28
	2005	Additions	Write off	2006
	$	$	$	$
Acquisition cost	62,300	-	-	62,300
Legal and consulting fees	79,644	2,294	-	81,938
	141,944	2,294	-	144,238

b)

Horsepower® project

Horsepower® World Pool Virtual Horse Racing System is a proprietary, pari-mutuel 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.

	August 31		Impairment	February 28
	2005	Additions	Write off	2006
	$	$	$	$
Legal and consulting fees	82,954	4,821	-	87,775
	August 31		Impairment	February 28
	2005	Additions	Write off	2006
	$	$	$	$
Total Pre-development costs	224,898	7,115	-	232,013

…/ 3

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2006

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

PAGE - 3 –

Note 5 EQUIPMENT

		February 28		August 31
		2006		2005
	Cost	Less	Net Book	Net Book
		Accumulated	Value	Value
		Amortization
	$	$	$	$
Software – Horsepower®	1,033,216	547,369	485,847	539,830
Computer hardware	327,001	271,508	55,493	62,672
Leased computer equipment	26,961	7,482	19,479	22,917
Computer software	4,701	3,526	1,175	2,350
Office equipment	270	51	219	243
	1,392,149	829,936	562,213	628,012

Note 6 SHARE CAPITAL

	(Unaudited)	(Audited)
	February 28	August 31
	2006	2005
	$	$
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:
125,049,835 common	21,852,097
(August 31, 2005 – 119,607,800 common)		21,078,648

a) Shares issued during the period:

	Second quarter ended		Year-to-Date
	February 28, 2006		February 28, 2006
	#	$	#	$
For cash	2,037,300	341,945	3,583,666	455,149
Non-cash transactions:
- for services provided	1,170,469	264,913	1,858,369	318,300
	3,207,769	606,858	5,442,035	773,449

…/ 4

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2006

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

PAGE - 4 -

Note 6 SHARE CAPITAL (continued)

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 2005	Granted	Exercised / Expired / Cancelled	Balance Nov 30, 2005	Expiration date
Feb 16, 2001	US$0.1500	100,000	-	100,000	-	Expired
Feb 28, 2001	US$0.0600	1,050,000	-	1,050,000	-	Expired
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	-	36,000	694,764	Jan 4, 2007
Jan 24, 2002	US$0.0725	400,000	-	-	400,000	Jan 24, 2007
Oct 16, 2002	US$0.1500	300,000	-	300,000	-	Cancelled
Jan 23, 2003	US$0.1100	136,000	-	-	136,000	Jan 23, 2008
Mar 10, 2003	US$0.1500	200,000	-	-	200,000	Oct 11, 2007
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
Apr 14, 2005	US$0.1200	1,000,000	-	-	1,000,000	Mar 31, 2007
May 27, 2005	US$0.1200	750,000	-	-	750,000	Mar 31, 2007
Jun 1, 2005	US$0.1200	500,000	-	-	500,000	Mar 31, 2007
Jun 1, 2005	US$0.1200	500,000	-	-	500,000	Mar 31, 2007
Jun 6, 2005	US$0.1200	500,000	-	-	500,000	Mar 31, 2007
Jul 1, 2005	US$0.1200	500,000	-	-	500,000	Mar 31, 2007
Jul 20, 2005	US$0.1200	500,000	-	-	500,000	Mar 31, 2007
		7,860,664	-	1,486,000	6,374,664

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 CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2006

(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):
		Since September 1, 2002, the Company granted 5,100,000 share purchase options as follows:

Date of Grant	Price	Granted #	Exercisable #	Exercised #	Compensation $	Expiration date
Options granted in fiscal 2003:
Oct 11, 2002 Oct 16, 2002 Jan 23, 2003 May 27, 2003 May 28,2003	US$0.1500 US$0.1500 US$0.1100 US$0.0500 US$0.0500	200,000 300,000 136,000 64,000 150,000	200,000 300,000 136,000 64,000 150,000	- - - - -	16,600 24,900 8,282 640 1,500	October 11, 2007 October 6, 2007 January 23, 2008 May 27, 2008 May 27, 2008
Total granted:		850,000	850,000	-	51,922
Outstanding Aug 31, 2003:		850,000	850,000
Options granted in fiscal 2004:		-	-	-	-
Outstanding Aug 31, 2004:		850,000	850,000
Options granted in fiscal 2005:
Apr 14, 2005 May 27, 2005 Jun 1, 2005 Jun 1, 2005 Jun 6, 2005 Jul 1, 2005 Jul 20, 2005	US$0.1200 US$0.1200 US$0.1200 US$0.1200 US$0.1200 US$0.1200 US$0.1200	1,000,000 750,000 500,000 500,000 500,000 500,000 500,000	1,000,000 750,000 500,000 500,000 500,000 500,000 500,000	- - - - - - -	32,597 24,448 16,307 16,307 16,298 16,290 16,288	Mar 31, 2007 Mar 31, 2007 Mar 31, 2007 Mar 31, 2007 Mar 31, 2007 Mar 31, 2007 Mar 31, 2007
Total granted:		4,250,000	4,250,000	-	138,535
Outstanding Aug 31, 2005:		5,100,000	5,100,000
Options granted in first six months of fiscal 2006:		-	-	-	-
Outstanding Feb 28, 2006:		5,100,000	5,100,000

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

Risk-free interest rate	2.82% to 3.00%
Dividend yield	0
Estimated hold period prior to exercise (years)	2 to 3 year
Volatility in the price of the Company’s common shares	120% to 150%

…/ 6

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2006

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

PAGE - 6 -

Note 6	SHARE CAPITAL (continued)
	b)	Stock options and stock based compensation (continued):
		Between January 1, 2002 and August 31, 2002, the Company granted 946,764 share purchase options to directors at US$0.08 per share until Jan 4, 2007, 136,000 share purchase options to a director at US$0.08 per share until Jan 15, 2007, 400,000 share purchase options to a director at US$0.0725 per share until Jan 24, 2007, 136,000 share purchase options to a director at US$0.23 per share until March 26, 2007 and 272,000 share purchase options to a director at US$0.20 per share until May 17, 2007.
		Had compensation cost of the stock based employee compensation been recorded, based upon the fair value of share options, additional compensation expense for the year ended August 31, 2002 would have been $111,430. The pro forma loss per share, assuming this additional compensation expense would have been ($0.0584). The Pro forma results may be materially different than actual results realized.
		The Black-Sholes 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.
	c)	Share purchase warrants:

Date of Grant	Price	Balance Aug 31, 2005	Granted	Exercised	Expired / Cancelled	Balance Feb 28, 2006	Expiration date
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	793,260	-	-	-	793,260	May 31, 2007
May 31, 2005	US$0.150	152,500	-	-	-	152,500	May 31, 2007
May 31, 2005	US$0.150	152,500	-	-	-	152,500	May 31, 2007
Jun 17, 2005	US$0.150	52,250	-	-	-	52,250	Jun 30, 2007
Jun 22, 2005	US$0.150	147,500	-	-	-	147,500	Jun 30, 2007
Jul 20, 2005	US$0.150	87,500	-	-	-	87,500	Jul 31, 2007
Jul 27, 2005	US$0.150	50,650	-	-	-	50,650	Jul 31, 2007
Jul 30, 2005	US$0.150	51,000	-	-	-	51,000	Jul 31, 2007
Aug 5, 2005	US$0.150	51,000	-	-	-	51,000	Jul 31, 2007
Sep 20, 2005	US$0.150	-	71,500	-	-	71,500	Sep 30, 2007
Oct 3, 2005	US$0.150	-	35,750	-	-	35,750	Sep 30, 2007
Oct 3, 2005	US$0.150	-	35,750	-	-	35,750	Sep 30, 2007
Oct 3, 2005	US$0.150	-	53,750	-	-	53,750	Oct 31, 2007
Oct 3, 2005	US$0.150	-	71,750	-	-	71,750	Oct 31, 2007
Oct 11, 2005	US$0.150	-	61,000	-	-	61,000	Oct 31, 2007

…/ 7

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2006

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

PAGE - 7 -

Note 6	SHARE CAPITAL (continued)
	c)	Share purchase warrants (continued):

Date of Grant	Price	Balance Aug 31, 2005	Granted	Exercised	Expired / Cancelled	Balance Feb 28, 2006	Expiration date
Oct 18, 2005	US$0.150	-	70,700	-	-	70,700	Oct 31, 2007
Oct 21, 2005	US$0.150	-	106,000	-	-	106,000	Oct 31, 2007
Nov 15, 2005	US$0.150	-	30,150	-	-	30,150	Nov 30, 2007
Nov 29, 2005	US$0.150	-	53,500	-	-	53,500	Nov 30, 2007
Dec 2, 2005	US$0.150	-	608,333	-	-	608,333	Nov 30, 2007
Dec 8, 2005	US$0.150	-	25,000	-	-	25,000	Dec 31, 2007
Dec 20, 2005	US$0.350	-	11,400	-	-	11,400	Dec 31, 2007
Dec 29, 2005	US$0.500	-	195,750	-	-	195,750	Dec 31, 2007
Jan 2, 2006	US$0.450	-	110,000	-	-	110,000	Dec 31, 2007
Jan 3, 2006	US$0.500	-	7,250	-	-	7,250	Jan 31, 2008
Jan 12, 2006	US$0.600	-	14,750	-	-	14,750	Jan 31, 2008
Jan 31, 2006	US$0.550	-	8,000	-	-	8,000	May 31, 2008
		2,388,160	1,570,333	-	-	3,958,493

Note 7	CAPITAL LEASES
	During the 2005 fiscal year, the Company arranged two capital leases to finance computer equipment, having a total cost of $26,961. Details are as follows:

		February 28		August 31
		2006		2005
	Current	Long Term
Lease	Portion	Portion	Total	Total
	$	$	$	$
Original principal of $20,975, repayable in monthly payments of $640	5,670	9,702	15,372	17,946
Original principal of $5,986, repayable in monthly payments of $203	2,063	791	2,854	3,718
	7,733	10,493	18,226	21,664

	The Company is committed to annual lease payments of $10,118 for fiscal 2006, $9,722 in 2007 and
	$7,038 in 2008.
Note 8	RELATED PARTY TRANSACTIONS
	During the quarter, salaries and consulting fees of $295,243 (2005 - $42,666) were paid to directors and officers of the Company and subsidiaries of the Company, of which $117,196 was paid in cash and $178,047 was paid in shares, valued at closing price before the date of settlement. The fees are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

…/ 8

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2006

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

PAGE - 8 -

Note 9	COMMITMENTS
	The Company has sublet its Vancouver offices, is off covenant, and therefore has no further long term commitment, other than the capital equipment leases outlined in Note7.
	The Company is paying month to month rent for office space in Toronto at the rate of $1,570 per month. There is no lease commitment or long term liability.
Note 10	SUBSEQUENT EVENTS
	Since February 28, 2006 the Corporation has issued 460,350 common shares, on the exercise of warrants and for private placements, for $53,503, at an average price of $0.12 per share.

EX-99.2

Management Discussion and Analysis for the
Six Months Ended February 28, 2006

This Management Discussion and Analysis of Sungold International Holdings Corp. (“Sungold” or the “Corporation”) provides analysis of the Corporation’s financial results for the second fiscal quarter and six months ended February 28, 2006. The following information should be read in conjunction with the unaudited consolidated financial statements for the six months ended February 26, 2006, and the audited financial statements for the year ended August 31, 2005 (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

April 27, 2006

OVERALL PERFORMANCE

Overview

Sungold International Holdings Corp., “the Corporation”, is a development stage company focused on the development and promotion of a pari-mutuel, virtual horseracing game, the sale of video advertising time between the virtual horse races, and the development of an Internet payment system. 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 production 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 in the aggregate amount of $21,852,097 since inception. The Corporation intends to continue to finance its operations through the issuance of equity and perhaps debt until it generates sufficient revenues from the Horsepower® World Pool system, and the SafeSpending™ Anonymous Internet Payment system.

The second quarter was extremely busy for the Corporation. During this period, the Corporation completed the Annual Financial Statements, the first quarter Interim Financial Statements, the Annual General Meeting (AGM) Notification, prepared the Form 20F Securities and Exchange Commission filing, and attended the annual University of Arizona Symposium on Racing & Gaming in Tucson, in addition to all the regular business activities.

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

During the second quarter ended February 28, 2006, in keeping with the first objective, the Corporation announced the appointment of Les Rankin and Murray Marshall to the Board of Directors for Horsepower Broadcasting Network (HBN) International Ltd.

Mr. Les Rankin has a very distinguished background in the horse racing industry with more than 25 years ownership in breeding and racing operations as well as having strong business relationships with race track owners and managers in Oklahoma and New Mexico. Additionally, he has worked as a lobbyist on multiple legislative matters in Washington, D.C. and as an advisor on health matters for Florida State Senator Rod Smith, a current candidate for Governor for the State of Florida. Mr. Rankin is Executive Director of Physicians First Practice Management directing multiple physician practices and business development activities for El Paso First Health Network and Thomason Hospital District, and he has also served on numerous local and national boards and agencies and currently resides in El Paso, Texas.

Mr. Murray Marshall is President and CEO of four Ontario based wineries and is also Chairman of the VQA Canada. His business experience, which extends back over the past 19 years, includes Joseph Seagram & Sons, Andrés Wines, the T.G. Bright Company and Colio Estate Wines. One of Mr. Marshall’s wineries, Diamond Estate Wines & Spirits was selected during the past year by industry leaders like Patrón Tequila (a brand distributed in Canada by Mr. Dan Aykroyd who has invested in Mr. Marshall’s companies), Kendall-Jackson and Long Flats (an Australian wine company) to be their agent of record. He has also been a successful owner and breeder of Standardbreds in his native Ontario, and has been a partner in several Thoroughbred racing stables as well.

The Horsepower Broadcasting Network (HBN) International Ltd. board now consists of Donald Harris, Larry Simpson, T. Keith Blackwell, Les Rankin and Murray Marshall

Furthermore, T. Keith Blackwell assumed the duties of Chief Executive Officer for Sungold International Holdings Corp. and Paul T. Coulter, Vice-President Administration, took on the office of Corporate Secretary from him.

The Horsepower® World Pool application has been designed to interface with the various pari-mutuel tote systems which are generally found at each Race Track and Off Track Betting (OTB) location. The software has, until now, been developed and tested using simulated interfaces with pari-mutuel tote systems. The current phase of development is to test these interfaces with an actual, installed tote system. Sungold has discussed these requirements with a major Tote supplier, and, as a result, the Horsepower® World Pool system has now successfully completed the first of 3 phases of this testing, with the results being positive and as expected.

The Corporation’s marketing efforts are a continuous process in North America and abroad. In this regard, Corporation representatives attended the University of Arizona Symposium on

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Racing & Gaming in December, the Harness Tracks of America and Thoroughbred Racing Association Convention in Las Vegas during February and the International Racing Commissioners Annual Meeting in New Mexico in March.

Before operation, the Corporation must obtain requisite legal approvals for any jurisdiction within which it wishes to broadcast the game. These processes have been initiated and are ongoing, but since these requirements are outside of the direct control of the Corporation, it is still not possible to set a specific completion date. The Corporation is confident that the product marketing has increased awareness and general acceptance of the product and therefore indirectly made progress towards this objective in several parts of the world.

The Corporation’s subsidiary, SafeSpending Inc., is developing a product that 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. SafeSpending Inc. intends to start the detailed development of this project after completing a significant financing agreement.

Overall, the Corporation considers that it has continued to make important progress in each of the areas of its five strategic objectives.

RESULTS OF OPERATIONS

The Corporation is still in the development stage and consequently, still had no revenue from operations during the second fiscal quarter. Therefore, the net loss is the same as the expenses. The Corporation had a net loss of $547,475 for the quarter ended February 28, 2006 or $0.0045 per share, compared to a net loss of $909,492 in 2004, or $0.0083 per share. The 2004 net loss included a $628,246 write-down of pre-development costs, so the loss from continuing operations was $281,246 or $0.0026 per share.

Increases in second quarter expenses over the prior year occurred principally in the accounts of Professional and Consulting fees, and Management Fees and Salaries which totaled $402,798 in 2006, compared to $119,878 in 2005. Of the total second quarter fees and salaries expense for 2006, $212,617 was paid in the form of shares at market value, instead of cash. The increase in cash expense over the prior year therefore, is only $70,303. At the end of February 2005, the Corporation had four consultants acting in a full time capacity and three directors. By the end of February 2006, the Corporation had seven directors, (including the Sungold and Horsepower boards), five employees and seven regular consultants.

Some economies were achieved in the expenses for Investor Relations, Travel and conference, and Office and miscellaneous, where current quarter expenses were less than the prior year’s quarter.

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SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial data for the Corporation for its last eight completed financial quarters ended February 28, 2006.

	02/28/06	11/30/05	08/31/05	05/31/05	02/28/05	11/30/04	8/31/04	5/31/04
	Q2	Q1	Q4	Q3	Q2	Q1	Q4	Q3
	($)	($)	($)	($)	($)	($)	($)	($)
Total revenue	-	-	-	-	-	-	-	-
G & A Expenses	547,475	272,961	426,966	273,000	281,246	240,904	238,916	359,425
Stock based compensation	-	-	138,535	-	-	-	-	-
Corporate taxes	-	-	-	-	-	-	-	-
Impairment write-down	-	-	-	-	628,246	-	-	-
Loss – Canadian GAAP	547,475	272,961	565,501	273,000	909,492	240,904	238,916	359,425
Deferred development costs	6,542	573	22,010	1,250	(626,506)	2,990	34,135	10,000
Foreign exchange adjustment – US GAAP	(793)	8	14,982	(7,396)	23,599	24	584	238
Loss – US GAAP	553,224	273,542	602,493	266,854	306,585	243,918	273,635	369,663
Loss per share – Canadian GAAP	0.0044	0.0023	0.0051	0.0025	0.0083	0.0023	0.0026	0.0040
Loss per share – US GAAP	0.0045	0.0023	0.0054	0.0024	0.0028	0.0023	0.0030	0.0042
Weighted average number of shares	123,762,832	120,844,975	111,579,338	109,446,041	108,914,944	105,229,494	92,239,057	89,877,514
Total Assets	879,001	866,034	928,938	1,048,763	1,026,480	1,661,926	1,592,034	1,328,945
Total long-term financial liabilities	10,493	12,163	14,519	19,977	-	-	-	-
Cash dividends(1)	-	-	-	-	-	-	-	-

(1) The Corporation has no cash dividend policy and has no intention of developing a cash dividend policy until it has retained earnings and demonstrated a sustainable net income. The Corporation has paid no cash dividends and has no retained earnings from which it might pay dividends.

LIQUIDITY AND CAPITAL RESOURCES

At the quarter ended February 28, 2006, the Corporation had a net working capital deficiency of $179,996 and Cash and GST receivable of $62,785 as compared to a working capital surplus of $1,936 and Cash and GST receivable of $156,103 in 2005.

During the second fiscal quarter ended February 28, 2006, the Corporation issued 3,207,769 private placement shares for $606,858 to provide working capital and pay for services, resulting in an average share price of $0.19.

In the interval from March 1, 2006, to this report date, April 27, 2006, the Corporation has raised $53,503 from the issue of 460,350 private placement units, mostly from the exercise of options, at an average price of $0.12 per share. As a result, the cash and working capital positions have improved since August 31, 2005 and November 30, 2005.

4

Financing Requirements

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. The Corporation will require further financing to continue its business operations

The Corporation has a planned operating budget of $1,500,000 for the fiscal year ending August 31, 2006. The Corporation currently does not have sufficient funds on hand to finance its operations through the fiscal year ending August 31, 2006, and will be required to raise additional funds through equity financing. As a result, the Corporation is currently holding discussions with private fund managers to recruit equity investment capital for its current and future working capital and project development requirements. There is currently no written financing arrangement in place, and there is no assurance that the Corporation will complete the required additional financing. Anticipated sales of additional shares of common stock, if completed, will result in dilution to the Corporation’s current stockholders.

Commitments for Capital Expenditures

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

• The Horsepower® pari-mutuel based virtual horse racing system, source codes, patent and trademarks. The Corporation estimates that future expenditures up to and including actual installation and operation of the product should not exceed $200,000.

• Certain computer hardware and software for scaleable operation of multi-user wagering systems. These costs are included in the above installation and operating budget of $200,000.

• The rights, title and all intellectual property rights to the SafeSpending™ Anonymous Internet Payment System. The Corporation is intending to allocate a budget of $300,000 to this project over the 2006 calendar year.

OFF BALANCE SHEET ARRANGEMENTS

As of April 27, 2006, the Corporation has no off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

The following is a summary of related party transactions for the second quarter, with comparatives for the prior year:

a) Consulting fees paid and expensed in the income statement

Related Party	2nd Qtr Ended Feb 28, 2006 $	2nd Qtr Ended Feb 28, 2005 $
Directors	1,400	11,094
Officers	49,729	31,572
Total	51,129	42,666

5

b) Salaries expensed in the income statement

Related Party	2nd Qtr Ended Feb 28, 2006 $	2nd Qtr Ended Feb 28, 2005 $
Directors	-	-
Officers	66,067	-
Total	66,067	-

c) Share capital compensation expensed

Related Party	2nd Qtr Ended Feb 28, 2006 $	2nd Qtr Ended Feb 28, 2005 $
Directors	-	-
Officers	178,047	-
Total	178,047	-

Combined Totals 295,243 42,666

d) Consulting fees included in the expenses in this and prior periods and outstanding as payable to related parties at the quarter end amounted to $62,029.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Corporation’s financial instruments consist of cash, GST input tax credits, accrued liabilities, loans and leases payable. 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 125,177,835 common shares issued and outstanding as of April 27, 2006, and commitments to issue 182,350 common shares for cash received, and 210,000 common shares for services to be provided, subsequent to February 28, 2006.

SUBSEQUENT EVENTS

Apart from matters already mentioned in this report, there are no other material subsequent events.

6

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 a five-year exclusive license agreement 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 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 will be able to implement its business strategies and successfully develop any of the planned development projects or complete its 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.

Governmental Regulations; Uncertainty of Obtaining Licenses

Racetrack establishment operations are subject to federal, provincial and local regulations. 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.

7

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 $700,000 to meet its current operating budget for the fiscal year ending August 31, 2006. The Corporation has not yet secured this required financing. 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.

The Corporation’s Common Shares are Traded on the OTC Bulletin Board and as a Result May Experience Price and Volume Fluctuations.

The market price of the Corporation’s common stock is subject to 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.

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 shares.

The Corporation’s Consolidated 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, 2005, the Corporation had an accumulated deficit of $20,618,381which increased to $21,438,817 as at February 28, 2006. 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

8

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. 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 2 to the Corporation’s interim consolidated financial statements for the period ending February 28, 2006.

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

9

EX-99.3

Form 52-109F2
Certification of Interim Filings

SUNGOLD INTERNATIONAL HOLDINGS CORP.

I, T.Keith Blackwell, Chief Executive Officer and Chief Financial Officer of Sungold International Holdings Corp. (the “Issuer”), certify that:

1. I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings) of the Issuer for the interim period ending February 28, 2006;

2. Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

3. Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the Issuer, as of the date and for the periods presented in the interim filings;

4. I am responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the Issuer, and have:

(a) designed such disclosure controls and procedures, or caused them to be designed under my supervision, to provide reasonable assurance that material information relating to the Issuer, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which the interim filings are being prepared; and

(b) designed such internal control over financial reporting, or caused it to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the Issuer’s GAAP; and

5. I have caused the Issuer to disclose in the interim MD&A any change in the Issuer’s internal control over financial reporting that occurred during the Issuer’s most recent interim period that has materially affected, or is reasonably likely to materially affect, the Issuer’s internal control over financial reporting.

Date: May 1, 2006

/s/ T. Keith Blackwell

T. KEITH BLACKWELL

Chief Executive Officer and Chief Financial Officer