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 February, 2007

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	Notice of Change of Auditor Dated December 21, 2006
99.2	Letter from Loewen, Stronach & Co. Dated January 15, 2007
99.3	Letter from Mintz & Partners LLP Dated Janaury 19, 2007

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:February 13, 2007	By:	/s/ Keith Blackwell
		Keith Blackwell
	Title:	Chief Executive Officer

EX-99.1

NOTICE OF CHANGE OF AUDITOR
PURSUANT TO NATIONAL INSTRUMENT 51-102

Sungold International Holdings Corp. (the “Company”) is changing its auditor from Loewen, Stronach & Co., Chartered Accountants, 7^th Floor, 2695 Granville St., Vancouver, BC V6H 3H4 (the “Former Auditor”), to Mintz & Partners LLP, Chartered Accountants, 200 – 1 Concorde Gate, North York, ON . M3C 4G4.

The Former Auditor notified the Company that they have decided to no longer provide services to public companies and are therefore forced to resign as the Company’s auditor. The change in Auditor was made effective November 29, 2006.

The resignation of the Former Auditor and the appointment of Mintz & Partners LLP as successor auditor were approved by the Company’s Board of Directors. The change of auditor will be ratified at the next annual meeting of shareholders.

The Company confirms that there were no reservations in any audit reports issued by the Former Auditor for any financial statements of the Company relating to the period commencing on September 1, 2004 and ending on the date of resignation of the Former Auditor.

As at the date hereof, there are no reportable events, including disagreements, consultations or unresolved issues, as such terms are defined in National Instrument 51-102 Continuous Disclosure Obligations.

Dated this 21^st day of December, 2006.

SUNGOLD INTERNATIONAL HOLDINGS CORP.

/s/T.K. Blackwell CEO                                                                   

EX-99.2

EX-99.3