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 April, 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	Financial Statements for the Second Financial Quarter Ended February 28, 2007
99.2	Management Discussion And Analysis
99.3	Form 52-109F2 – Certification of Interim Filings

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 2, 2007	By:	/s/ Keith Blackwell
		Keith Blackwell
	Title:	Chief Executive Officer

EX-99.1

SUNGOLD INTERNATIONAL HOLDINGS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2007

(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 second financial quarter ended February 28, 2007, have not been reviewed by our auditors, Mintz & Partners LLP.

Toronto, ON

April 30, 2007

SUNGOLD INTERNATIONAL HOLDINGS CORP.

CONSOLIDATED BALANCE SHEET

FEBRUARY 28, 2007

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

(Unaudited – Prepared by Management)

	(Unaudited)		(Audited)
	February 28		August 31
	2007		2006
	$		$
ASSETS
CURRENT ASSETS
Cash	444		-
Sundry receivables	8,203		17,853
Prepaid expenses and deposits	640		640
	9,287		18,493
PRE-DEVELOPMENT COSTS (Note 4)	279,680		270,288
EQUIPMENT (Note 5)	441,966		483,776
MARKETING RIGHTS (Note 6)	25,740		-
	756,673		772,557
LIABILITIES
CURRENT LIABILITIES
Bank indebtedness	-		2,919
Accounts payable and accrued liabilities	622,675		639,532
Loans payable (Note 9d)	7,500		7,500
Current obligation under capital leases (Note 8)	6,623		6,128
	636,798		656,079
LONG TERM LIABILITIES
Obligation under capital leases (Note 8)	3,078		6,518
	639,876		662,597
SHAREHOLDERS’ EQUITY
SHARE CAPITAL (Note 7)	22,531,154		22,045,688
CONTRIBUTED SURPLUS	344,265		254,587
DEFICIT	(22,758,622	)	(22,190,315	)
	116,797		109,960
	756,673		772,557

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, 2007

(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
	2007		2007	2006	2007	2006
	$		$	$	$	$
REVENUE
Gain on disposition of marketable securities	838,947		-	-	-	-
EXPENSES
Impairment write-down of pre-development costs	6,460,304		-	-	-	-
Advertising and promotion	3,399,260		4,190	22,414	6,809	46,170
Professional and consulting fees	3,661,502		102,724	254,881	122,455	324,100
Management fees and salaries	2,467,301		61,529	147,917	138,701	193,167
Investor relations	1,413,172		47,111	32,858	57,296	93,355
Travel and conference	1,160,521		9,826	24,067	13,629	28,146
Office and miscellaneous	886,592		10,252	8,924	13,676	19,579
Internet services	828,311		518	6,210	1,670	12,287
Amortization	981,148		25,927	34,182	51,285	68,201
Office rent and services	642,031		20,060	3,099	30,770	15,992
Transfer agent and filing fees	416,109		14,131	8,917	16,414	13,653
Insurance	263,953		-	-	-	167
Financing fees	237,433		5,000	-	10,000	-
Stock based compensation	344,265		35,593	-	89,678	-
Finder fees	154,031		-	-	-	-
Interest and bank charges	135,905		2,204	2,355	4,499	3,172
Settlement agreement	71,178		-	-	-	-
Interest on capital leases	33,291		418	858	894	1,646
Fees and commissions	30,741		1,000	-	1,000	-
Loss on disposition of equipment	15,464		-	-	606	-
Foreign exchange loss (gain)	(4,943	)	4,473	793	8,925	801
	23,597,569		344,956	547,475	568,307	820,436
LOSS	22,758,622		344,956	547,475	568,307	820,436
DEFICIT– BEGINNING	-		22,413,666	20,891,342	22,190,315	20,618,381
DEFICIT – ENDING	22,758,622		22,758,622	21,438,817	22,758,622	21,438,817
Weighted average number of shares			129,410,908	123,762,832	128,187,111	122,095,485
Loss per share			0.0027	0.0044	0.0044	0.0067

(See accompanying notes to consolidated financial statements)

SUNGOLD INTERNATIONAL HOLDINGS CORP.

CONSOLIDATED STATEMENT OF CASH FLOW

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2007

(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
		2007		2007		2006		2007		2006
		$		$		$		$		$
Loss		(22,758,622	)	(344,956	)	(547,475	)	(568,307	)	(820,436	)
Items not involving cash:
Write-down of pre-development costs		6,460,304		-		-		-		-
Amortization		981,148		25,927		34,183		51,285		68,201
Stock-based compensation		344,265		35,593		-		89,678		-
Issuance of private placement units or
common shares for services		714,928		71,926		241,229		78,106		294,617
Gain on disposition of marketable securities		(838,947	)	-		-		-		-
Loss on disposition of equipment		15,464		-		-		606		-
		(15,081,460	)	(211,510	)	(272,063	)	(348,632	)	(457,618	)
Cash provided by changes in non-cash
working capital items:
Sundry receivables		(8,203	)	14,089		(10,947	)	9,650		(8,963	)
Prepaid expenses and deposits		(640	)	-		(17,232	)	-		97
Accounts payable and accrued liabilities		622,675		(62,631	)	(44,745	)	(16,857	)	12,963
		(14,467,628	)	(260,052	)	(344,987	)	(355,839	)	(453,521	)
INVESTING ACTIVITIES
Pre-development costs		(5,330,605	)	(6,193	)	(6,542	)	(9,392	)	(7,115	)
Proceeds of disposition of equipment		39,236		-		-		1,208		-
Acquisition of equipment		(1,406,520	)	(10,789	)	(2,188	)	(11,289	)	(2,402	)
Acquisition of marketing rights		(25,740	)	(25,740	)	-		(25,740	)	-
		(6,723,629	)	(42,722	)	(8,730	)	(45,213	)	(9,517	)
FINANCING ACTIVITIES
Loans payable		2,583,228		-		-		-		(12,500	)
Repayment of obligation under capital leases		(73,102	)	(1,501	)	(1,671	)	(2,945	)	(3,413	)
Issuance of shares		16,955,828		297,682		365,628		407,360		478,832
Proceeds of disposition of marketable securities		1,725,747		-		-		-		-
		21,191,701		296,181		363,957		404,415		462,919
(DECREASE) INCREASE IN CASH		444		(6,593	)	10,240		3,363		(119	)
CASH – beginning		-		7,037		517		(2,919	)	10,876
CASH – ending		444		444		10,757		444		10,757
Notes to statement of cash flow:
1)	Cash consists of balances with banks
2)	Interest and income taxes paid:
	Interest paid	169,196		2,622		3,213		5,393		4,818
	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, 2007

(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, 2006. 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.
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.

…/ 2

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2007

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

(Unaudited – Prepared by Management)

PAGE 2

Note 4	PRE-DEVELOPMENT COSTS (continued)
	a)	SafeSpending™ project (continued)

 

	August 31		Impairment	February 28
	2006	Additions	Write off	2007
	$	$	$	$
Acquisition cost	62,300	-	-	62,300
Legal and consulting fees	83,191	851	-	84,042
	145,491	851	-	146,342

 

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.

	August 31		Impairment	February 28
	2006	Additions	Write off	2007
	$	$	$	$
Legal and consulting fees	124,797	8,541	-	133,338
	August 31		Impairment	February 28
	2006	Additions	Write off	2007
	$	$	$	$
Total Pre-development costs	270,288	9,392	-	279,680

Note 5 EQUIPMENT

		February 28		August 31
		2007		2006
	Cost	Less	Net Book	Net Book
		Accumulated	Value	Value
		Amortization
	$	$	$	$
Software – Horsepower®	1,033,216	644,539	388,677	431,864
Computer hardware	314,755	281,871	32,884	39,238
Leased computer equipment	20,975	10,367	10,608	12,480
Office equipment	10,399	602	9,797	194
	1,379,345	937,379	441,966	483,776

Note 6	MARKETING RIGHTS
	The Company acquired by agreement the exclusive marketing rights for Canada to a proprietary internet place-based sports information and advertising network at a cost of $25,740, calculated at the market price of the treasury shares issued for the purchase.

…/ 3

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2007

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

(Unaudited – Prepared by Management)

PAGE 3

Note 7 SHARE CAPITAL

 

	(Unaudited)	(Audited)
	February 28	August 31
	2007	2006
	$	$
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:
132,996,962 common
(August 31, 2006 – 126,375,535 common)	22,531,154	22,045,688

a) Shares issued during the period:

	Second quarter ended		Year-to-Date
	February 28, 2007		February 28, 2007
	#	$	#	$
For cash	4,095,766	297,682	5,695,766	407,360
Non-cash transactions:
- for services provided	879,882	71,926	925,661	78,106
	4,975,648	369,608	6,621,427	485,466

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, 2006	Granted	Exercised / Expired / Cancelled	Balance Feb 28, 2007	Expiration date
Aug 10, 2001	US$0.12	300,000	-	-	300,000	Aug 10, 2007
Dec 20, 2001	US$0.09	100,000	-	-	100,000	Dec 20, 2006
Jan 4, 2002	US$0.08	36,000	-	-	36,000	Jan 4, 2007
Oct 11, 2002	US$0.15	200,000	-	-	200,000	Oct 11, 2007
Jan 15, 2003	US$0.11	136,000	-	-	136,000	Jan 15, 2008
May 27, 2003	US$0.05	64,000	-	-	64,000	May 27, 2008
Apr 14, 2005	US$0.12	1,000,000	-	-	1,000,000	Mar 31, 2007
May 27, 2005	US$0.12	750,000	-	-	750,000	Mar 31, 2007
Jun 1, 2005	US$0.12	1,000,000	-	-	1,000,000	Mar 31, 2007
Jun 6, 2005	US$0.12	500,000	-	-	500,000	Mar 31, 2007
Jul 1, 2005	US$0.12	500,000	-	-	500,000	Mar 31, 2007
Jul 20, 2005	US$0.12	500,000	-	-	500,000	Mar 31, 2007
Jan 16, 2006	US$0.65	500,000	-	-	500,000	Mar 31, 2007
Mar 1, 2006	US$0.50	200,000	-	-	200,000	Feb 28, 2008
Mar 10, 2006	US$0.15	250,000	-	-	250,000	Mar 31, 2007
Mar 10, 2006	US$0.15	495,000	-	-	495,000	Mar 31, 2008
Sep 1, 2006	US$0.50	-	200,000	-	200,000	Jul 31, 2008
Sep 5, 2006	US$0.20	-	2,800,000	-	2,800,000	Sep 30, 2008
Oct 31, 2006	US$0.50	-	100,000	-	100,000	Oct 31, 2009
Feb 14, 2007	US$0.75	-	175,000	-	175,000	Feb 28, 2009
Feb 14, 2007	US$0.30	-	500,000	-	500,000	Feb 28, 2009
		6,531,000	3,775,000	-	10,306,000

…/ 4

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2007

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

(Unaudited – Prepared by Management)

PAGE 4

Note 7 SHARE CAPITAL (continued)

 

b)	Stock options and stock based compensation (continued):
	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.
	Since September 1, 2002, the Company granted 5,100,000 share purchase options as follows:

Date of Grant	Price	Granted #	Exercised Expired or Cancelled #	Exercisable #	Expiration date
Oct 11, 2002	US$0.15	200,000	-	200,000	Oct 11, 2007
Oct 16, 2002	US$0.15	300,000	300.000	-	Cancelled 2006
Jan 23, 2003	US$0.11	136,000	-	136,000	Jan 15, 2008
May 27, 2003	US$0.05	64,000	-	64,000	May 27, 2008
May 28,2003	US$0.05	150,000	150,000	-	Exercised 2006
Total granted:		850,000	450,000	400,000
Outstanding Aug 31, 2003:		850,000	450,000	400,000
Options granted in fiscal 2004:		-	-	-
Outstanding Aug 31, 2004:		850,000	450,000	400,000
Options granted in fiscal 2005:
Apr 14, 2005	US$0.12	1,000,000	-	1,000,000	Mar 31, 2007
May 27, 2005	US$0.12	750,000	-	750,000	Mar 31, 2007
Jun 1, 2005	US$0.12	500,000	-	500,000	Mar 31, 2007
Jun 1, 2005	US$0.12	500,000	-	500,000	Mar 31, 2007
Jun 6, 2005	US$0.12	500,000	-	500,000	Mar 31, 2007
Jul 1, 2005	US$0.12	500,000	-	500,000	Mar 31, 2007
Jul 20, 2005	US$0.12	500,000	-	500,000	Mar 31, 2007
Total granted:		4,250,000		4,250,000
Outstanding Aug 31, 2005:		5,100,000	450,000	4,650,000
Options granted in fiscal 2006:
Jan 16, 2006	US$0.65	500,000	-	500,000	Mar 31, 2007
Mar 1, 2006	US$0.50	200,000	-	200,000	Feb 28, 2008
Mar 10, 2006	US$0.15	250,000	-	250,000	Mar 31, 2007
Mar 10, 2006	US$0.15	495,000	-	495,000	Mar 31, 2008
Total granted:		1,445,000		1,445,000

…/ 5

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2007

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

(Unaudited – Prepared by Management)

PAGE 5

Note 7	SHARE CAPITAL (continued)
	b)	Stock options and stock based compensation (continued):

Outstanding Aug 31, 2006:		6,545,000	450,000	6,095,000
Options granted in fiscal 2007:
Sep 1, 2006	US$0.50	200,000	-	200,000	Jul 31, 2008
Sep 5, 2006	US$0.20	2,800,000	-	2,800,000	Sep 30, 2008
Oct 31, 2006	US$0.50	100,000	-	100,000	Oct 31, 2009
Feb 14, 2007	US$0.75	175,000		175,000	Feb 28, 2009
Feb 14, 2007	US$0.30	500,000		500,000	Feb 28, 2009
Total granted:		3,775,000	-	3,775,000
Outstanding Feb 28, 2007:		10,320,000	450,000	9,870,000

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%

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.

…/ 6

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2007

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

(Unaudited – Prepared by Management)

PAGE 6

Note 7	SHARE CAPITAL (continued)
	c)	Share purchase warrants:

Date of Grant	Price	Balance Aug 31, 2006	Granted	Exercised	Expired / Cancelled	Balance Feb 28, 2007	Expiration date
May 2, 2005	US$0.15	250,000	-	-	-	250,000	May 31, 2007
May 31, 2005	US$0.05	300,000	-	-	-	300,000	May 31, 2007
May 31, 2005	US$0.05	300,000	-	-	-	300,000	May 31, 2007
May 31, 2005	US$0.05	793,260	-	-	-	793,260	May 31, 2007
May 31, 2005	US$0.15	152,500	-	-	-	152,500	May 31, 2007
Jun 17, 2005	US$0.15	52,250	-	-	-	52,250	Jun 30, 2007
Jun 22, 2005	US$0.15	147,500	-	-	-	147,500	Jun 30, 2007
Jul 27, 2005	US$0.15	50,650	-	-	-	50,650	Jul 31, 2007
Jul 30, 2005	US$0.15	51,000	-	-	-	51,000	Jul 31, 2007
Aug 5, 2005	US$0.15	51,000	-	-	-	51,000	Jul 31, 2007
Oct 3, 2005	US$0.15	35,750	-	-	-	35,750	Sep 30, 2007
Oct 3, 2005	US$0.15	35,750	-	-	-	35,750	Sep 30, 2007
Oct 3, 2005	US$0.15	53,750	-	-	-	53,750	Oct 31, 2007
Nov 15, 2005	US$0.15	30,150	-	-	-	30,150	Nov 30, 2007
Nov 29, 2005	US$0.15	53,500	-	-	-	53,500	Nov 30, 2007
Dec 2, 2005	US$0.15	608,333	-	-	-	608,333	Nov 30, 2007
Dec 8, 2005	US$0.15	25,000	-	-	-	25,000	Dec 31, 2007
Dec 20, 2005	US$0.35	11,400	-	-	-	11,400	Dec 31, 2007
Dec 29, 2005	US$0.50	195,750	-	-	-	195,750	Dec 31, 2007
Jan 2, 2006	US$0.45	110,000	-	-	-	110,000	Dec 31, 2007
Jan 3, 2006	US$0.50	7,250	-	-	-	7,250	Jan 31, 2008
Jan 4, 2006	US$0.42	50,000	-	-	-	50,000	Dec 31, 2007
Jan 12, 2006	US$0.60	14,750	-	-	-	14,750	Jan 31, 2008
Jan 31, 2006	US$0.55	8,000	-	-	-	8,000	May 31, 2008
Apr 25, 2006	US$0.30	29,300	-	-	-	29,300	Apr 30, 2007
May 10, 2006	US$0.30	32,250	-	-	-	32,250	May 31, 2008
May 31, 2006	US$0.26	35,000	-	-	-	35,000	May 31, 2008
Jul 7, 2006	US$0.25	21,000	-	-	-	21,000	Jul 31, 2008
Aug 11, 2006	US$0.18	50,000	-	-	-	50,000	Aug 15, 2008
Aug 18, 2006	US$0.20	62,500	-	-	-	62,500	Aug 31, 2008
Sep 17, 2006	US$0.15	-	75,000	-	-	75,000	Sep 30, 2008
Sep 14, 2006	US$0.20	-	62,500	-	-	62,500	Sep 30, 2008
Sep 14, 2006	US$0.20	-	62,500	-	-	62,500	Sep 15, 2008
Oct 19, 2006	US$0.10	-	400,000	-	-	400,000	Oct 31, 2008
Nov 20, 2006	US$0.10	-	150,000	-	-	150,000	Nov 30, 2008
Nov 30, 2006	US$0.11	-	250,000	-	-	250,000	Nov 30, 2008
Dec 28, 2006	US$0.11	-	934,091	-	-	934,091	Dec 31, 2008
Dec 15, 2006	US$0.10	-	400,000	-	-	400,000	Dec 31, 2008
Jan 22, 2007	US$0.14	-	285,715	-	-	285,715	Jan 23, 2009
Feb 27, 2007	US$0.11	-	650,000	-	-	650,000	Feb 28, 2009
Feb 27, 2007	US$0.16	-	412,500	-	-	412,500	Feb 28, 2009
Feb 27, 2007	US$0.13	-	538,460	-	-	538,460	Feb 28, 2009
		3,617,593	4,220,766	-	-	7,838,359

…/ 7

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2007

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

(Unaudited – Prepared by Management)

PAGE 7

Note 8 CAPITAL LEASES The Company has a lease agreement for computers accounted for as capital leases. Current payments are $640 monthly, expiring July 2008. The following is a schedule of future lease payments.

	February 28		August 31
	2007		2006
	$		$
Total minimum lease payments	10,878		14,717
Less amount representing interest	(1,177	)	(2,071	)
Balance of obligations	9,701		12,646
Less current portion	(6,623	)	(6,128	)
Non-current portion	3,078		6,518

Future annual principal payments required to retire the lease obligations are as follows:

2007	3,183
2008	6,518
	9,701

Note 9 RELATED PARTY TRANSACTIONS

a)	During the quarter, salaries and consulting fees of $73,842 (2006 - $108,256) were paid to directors and officers of the Company and subsidiaries of the Company. 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.
b)	During the quarter, the Company paid $1,570 to an officer for rent of office space provided (2006 – $4,710).
c)	During the quarter, consulting fees of $NIL (2006 - $157,024) were paid by share capital awarded, valued at closing price before the date of settlement, to directors and officers of the Company and subsidiaries of the Company. 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.
d)	The loans payable of $7,500 is an unsecured advance from a shareholder and has no specified interest rate or repayment terms (2006 - $NIL).

Note 10 COMMITMENTS The Company was paying month to month rent for office space in Toronto at the rate of $1,570 per month, until December 31, 2006, after which the Company signed a five year lease, beginning January 1, 2007, and ending December 31, 2011, for the same office space. In addition, the Company signed a lease for additional office space, beginning September 1, 2006 for five years and four months, ending December 31, 2011. Minimum annual lease payments for the next six years are as follows:

2007	-- $ 80,241
2008	-- $102,431
2009	-- $107,666
2010	-- $112,901
2011	-- $118,136
2012	-- $ 39,960

…/ 8

SUNGOLD INTERNATIONAL HOLDINGS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SECOND QUARTER ENDED FEBRUARY 28, 2007

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

(Unaudited – Prepared by Management)

PAGE 8

Note 11 SUBSEQUENT EVENTS Subsequent to February 28, 2007, the Company received $101,919 from the issuance of 1,319,231 private placement shares, for an average price of $0.077 per share. Subsequent to February 28, 2007, the Company issued 1,000,000 shares for services in lieu of payments of $129,646 for an average share price of $0.13 per share.

EX-99.2

Management Discussion And Analysis Of
Results Of Operations And Financial Condition
For The Period ended February 28, 2007

This Management Discussion and Analysis of Sungold International Holdings Corp. (the “Corporation”) provides analysis of the Corporation’s financial results for the three and six months ended February 28, 2007. The following information should be read in conjunction with the unaudited consolidated financial statements of the Corporation for the six months ended February 28, 2007, and the audited financial statements for the year ended August 31, 2006 (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 30, 2007

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 development of a live race lottery event, distribution of an internet sports scores video display and the related sale of place-based advertising, publishing the Thoroughbred Style magazine, 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; SafeSpending Inc., a company incorporated under the laws of Arizona; and Silks Media Corporation, a company recently incorporated under the laws of Nevada.

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 through the exercise of warrants and stock options for the aggregate amount of $22,531,154 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 virtual and lottery system, SportsPageTV advertising sales, magazine advertising

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and subscription sales, Racing Unified Network (R.U.N.) Inc. advertising sales, and the SafeSpending™ Anonymous Internet Payment system.

HORSEPOWER

By the end of the fiscal year ended August 31, 2006, as previously reported, the Corporation had begun to focus its attention on the Internet and European market because there are no legal barriers to the operation of the Horsepower® World Pool game in these markets. There are over 8,500 licensed betting shops in the United Kingdom where it is legal to operate the game as the Corporation envisions it. The amount of the total Handle (amount bet) for Great Britain and Ireland in 2004 as published by the International Federation of Horseracing Authorities was 18,120,259,542 Euros. This indicates the size of the market that the Corporation is targeting for the introduction of the Horsepower® World Pool game.

As previously reported, management made a decision to improve the appearance of the product by adopting more realistically detailed and fluid graphics that are currently available in the market. This decision was precipitated in order to make the product more attractive, particularly for the target market described above.

At the same time, the Corporation has been watching the new developments in the United States resulting from the Internet Gambling Prohibition and Enforcement Act passed in October of 2006. The headlines have concentrated on the point that this Act makes off shore internet gambling illegal for U.S. residents, but at the same time, what hasn’t been widely publicized is that the Act permits Intrastate gambling where the wager is initiated and received or otherwise made exclusively within a single state, and nothing in the Act prohibits the Interstate transmission of information relating to a state-specific lottery between a state or foreign country where such betting or wagering is permitted under Federal, State, tribal or local law and it does not prevent use of an out-of-state data centre for the purposes of assisting in the operation of such state-specific lottery. This aspect is now beginning to receive more attention. The Corporation anticipates that there may be opportunities for the Horsepower® game to participate in the evolution of gaming in the U.S. as states develop their own policies within this Act.

On the lottery project, the Corporation published a press release on January 29, 2007, announcing that it has acquired an exclusive license on intellectual property currently under patent application for the first ever lottery to be determined by the results of actual live racing events, for example horse racing or car racing. To be launched as Horsepower® World Pool Lottery, the license grants Sungold® the rights to a suite of lottery games that will include live horse racing at participating racetracks. In general the patents cover live and virtual horse, dog and auto races across North America.

At the same time, the Corporation announced the appointment of experienced Thoroughbred breeder and owner, Todd Stinson, as Sungold’s Racing Industry Consultant and that the Corporation will be directing a portion of the takeout on the Horsepower® World Pool Lottery games to recognized North American Horsemen’s Associations for direct purse enhancements for horsemen.

Later, on February 14, 2007, the Corporation announced that Michael Cichy has agreed to act in the capacity of the Corporation’s newly created position of Regulatory Affairs and Simulcast consultant. Mr. Cichy brings to Sungold® a wealth of experience in simulcast technology and off-track wagering. Mr. Cichy is also very experienced in racing and wagering legislation, having written wagering rules for racing and gaming commissions and testifying at various legislative committees. Mr. Cichy will assist the Corporation in addressing any regulatory questions that might be encountered. This is especially appropriate for the Horsepower® World Pool Lottery project.

Recently, Todd Stinson and Michael Cichy, on behalf of the Corporation, have begun conducting ongoing meetings and discussions with representatives of Indian Nations in the United States to explore the possibilities of hosting the live and virtual lottery games.

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SPORTSPAGETV

On February 14, 2007, the Corporation announced that Racing Unified Network (R.U.N.) Inc. (“RUN”) signed an agreement with SportsPageTV, a Nevada-based company that offers up-to-the-minute sports scores and odds, and advertising spots, using secure Internet technology. The agreement assigns RUN the exclusive right to place the Sports Scoreboard Information system into any facilities in Canada and all racetracks in North America, and a non-exclusive right in any other unsigned locations worldwide. This includes the right to sell the place-based advertising time to all these new facilities.

As a consequence, in March of 2007, the Corporation appointed George Morrison as Vice President, Marketing and Advertising. Mr. Morrison has an extensive background in marketing and advertising and he has begun to establish a sales force for the SportsPageTV (SPTV) project. He is responsible for supervising advertising sales for the SPTV system and also the Corporation’s other media properties, including the Horsepower® World Pool products and the recently acquired magazine, Thoroughbred Style.

Again in March, the Corporation announced an agreement with Ambassador Sales & Service LLC in Florida to market the SportsPageTV infrastructure and sell the place-based advertising to parts of the United States. The founder of Ambassador, Richard Forsman, has thirty years of varied business experience in Human Resources Management, and like Mr. Morrison, is also establishing a sales team to market the SPTV project.

SILKS MEDIA CORPORATION

Also in March, the Corporation expanded its horse racing related media interests with the purchase of the complete assets of Thoroughbred Style Magazine and website from Thoroughbred Capital 2006 LLC. The Corporation has agreed to contribute these assets to Silks Media Corporation, a company which it incorporated in Nevada in exchange for the initial share capital. A similar number of initial shares will be issued to the operations management team for their participation. Silks Media will publish Thoroughbred Style Magazine and website. The first production issue is scheduled for distribution at the end of June, and the web page address is :thoroughbredstyle.net.

SAFESPENDING INC.

The Corporation’s subsidiary, SafeSpending Inc., is in the business of developing 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 card numbers and personal information on the Internet. The detailed development of this project is being deferred until completing necessary financing arrangements.

RESULTS OF OPERATIONS

Net Loss and Expenses

The Corporation had no revenue from operations during the second fiscal quarter, and therefore the net loss is the same as the expenses. The Corporation had a net loss of $344,956 for the quarter ended February 28, 2007 or $0.0027 per share compared to a larger net loss of $547,475 in 2006, or $0.0045 per share.

The large cost reductions were in the categories of Professional and consulting fees, Management fees and salaries and Travel and conference which, even including stock based compensation, were more than $200,00 less than the same period in 2006.

3

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, 2007.

	02/28/07 Q2 ($)	11/30/06 Q1 ($)	08/31/06 Q4 ($)	05/31/06 Q3 ($)	02/28/06 Q2 ($)	11/30/05 Q1 ($)	08/31/05 Q4 ($)	05/31/05 Q3 ($)
Total revenue	-	-	-	-	-	-	-	-
G & A Expenses	309,363	169,266	343,339	344,029	547,475	272,961	395,788	304,178
Stock based compensation	35,593	54,085	34,130	30,000	-	-	138,535	-
Corporate taxes	-	-	-	-	-	-	-	-
Impairment write-down	-	-	-	-	-	-	-	-
Loss – Canadian GAAP	344,956	223,351	377,469	374,029	547,475	272,961	534,323	304,178
Deferred development costs	6,193	3,199	22,041	16,234	6,542	573	22,010	1,250
Foreign exchange adjustment – US GAAP	4,473	4,452	(619)	355	(793)	(8)	14,982	(7,396)
Loss – US GAAP	355,622	231,002	398,891	390,618	553,224	273,526	571,315	298,032
Loss per share – Canadian GAAP	0.0027	0.0018	0.0030	0.0030	0.0044	0.0023	0.0049	0.0026
Loss per share – US GAAP	0.0027	0.0018	0.0032	0.0031	0.0045	0.0023	0.0051	0.0027
Weighted average number of shares	129,410,908	126,751,076	123,834,644	125,619,901	123,837,620	120,844,975	111,579,338	109,446,041
Total Assets	756,673	760,560	772,557	821,403	879,001	866,034	928,938	1,048,763
Total long-term financial liabilities	3,078	5,074	6,518	8,351	10,493	12,163	14,519	19,977
Cash dividends(1)	-	-	-	-	-	-	-	-

(1) The Corporation has no cash dividend policy and is not able to develop 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, 2007, the Corporation had a net working capital deficiency of $627,511 and Cash and sundry receivables of $8,647 as compared to a working capital deficiency of $179,996 and Cash and sundry receivables of $62,785 at February 28, 2006. This working capital deficiency was an improvement of $10,075 over the year end working capital deficiency of $637,586 at August 31, 2006.

During the second fiscal quarter ended February 28, 2007, the Corporation issued 4,975,648 private placement shares for an aggregate of $369,608 to provide working capital and to pay for services, at an average share price of $0.07.

In the interval from March 1, 2007, to this report date, April 30, 2007, the Corporation has raised $101,919 from the issue, on a private placement basis, of 1,319,231shares at an average price of $0.077 per share.

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 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 $1,200,000 for the fiscal year ending August 31, 2007. The Corporation currently does not have sufficient funds on hand to finance its operations through the fiscal year ending August 31, 2007, and will be required to raise additional funds through equity financing. As a result, the Corporation is currently in discussions with private lenders and financing consultants to recruit equity investment capital for its current and future working capital and project development requirements, but as yet there is 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 proposed capital expenditures for fiscal 2007 consist of the following.

• The Horsepower® pari-mutuel based virtual horse racing system, source codes, patent, trademarks and worldwide license. The Corporation estimates that future expenditures up to and including actual installation and operation of the product should not exceed $275,000 in the current year’s budget.
• Certain computer hardware and software for scaleable operation of multi-user wagering systems. These costs, estimated at $100,000, are included in the above installation and operating budget for the current fiscal year.
• The rights, title and all intellectual property rights to the SafeSpending™ Anonymous Internet Payment System. The Corporation is intending to allocate a budget of $100,000 to this project towards the end of the 2007 fiscal year if the Corporation generates sufficient revenues or completes financing arrangements to support it.

OFF BALANCE SHEET ARRANGEMENTS

As of April 30, 2007, the Corporation has no off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

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

a) Consulting fees paid and expensed in the income statement

 

Related Party	2nd Qtr Ended Feb 28, 2007 $	2nd Qtr Ended Feb 28, 2006 $
Directors	3,300	1,400
Officers	11,280	49,729
Total	14,580	51,129

5

b) Salaries expensed in the income statement

Related Party	2nd Qtr Ended Feb 28, 2007 $	2nd Qtr Ended Feb 28, 2006 $
Directors	-	-
Officers	59,262	66,067
Total	59,262	66,067

c) Share capital compensation expensed

Related Party	2nd Qtr Ended Feb 28, 2007 $	2nd Qtr Ended Feb 28, 2006 $
Directors	-	-
Officers	-	178,047
Total	-	178,047
Combined Totals	73,842	295,243

d)	During the quarter, the Corporation paid $1,570 to an officer for rent of office space provided (2006 - $4,710).
e)	The total included in the expenses and outstanding as payable at the period end to Directors, Officers and Management amounted to $155,512.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Corporation’s financial instruments consist of cash, sundry receivables, prepaid expenses, accounts payable and accrued liabilities, loans payable 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.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

There was no change in the Corporation’s accounting policies.

SHARE DATA

The Corporation has 132,996,962 common shares issued and outstanding as of February 28, 2007 and commitments to issue another 1,319,231 common shares for cash received, and 1,000,000 common shares for purchases up to the date of this report, April 30, 2007.

6

COMMITMENTS

The Corporation signed a lease for additional office space, beginning September 1, 2006 for five years and four months, ending December 31, 2011. The Corporation also signed a five year lease, beginning January 1, 2007, and ending December 31, 2011, for the office space already occupied in Toronto.

Minimum annual lease payments for the next six years are as follows:

2007	--	$ 80,241
2008	--	$ 102,431
2009	--	$ 107,666
2010	--	$ 112,901
2011	--	$ 118,136
2012	--	$ 39,960

SUBSEQUENT EVENTS

There are no material events subsequent to April 30, 2007, which have not been disclosed in this report.

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 and lottery entertainment system, internet sports information and advertising sales system, magazine publishing, 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 does not expect to receive any revenues from operations until the projects begin operations in a commercially profitable manner. 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.

Governmental Regulations

Business licenses and related approvals differ in the environments the Corporation has identified for operations, and 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. 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.

7

Moreover, some of the Corporation’s projects may be subject to risks from political and economic uncertainty, which are beyond the control of the Corporation. The application processes for securing business licenses can be 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 $600,000 to meet its current operating budget for the fiscal year ending August 31, 2007. The Corporation has not yet secured this required financing, but management is confident in the processes underway and believes it will meet its operating budget requirements through August 31, 2007. 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 Stock is 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 stock.

8

The Corporation’s Audited Financial Statements Contain a Note about the Corporation’s Ability to Continue as a Going Concern (Note 2)

The Corporation’s financial statements have been prepared on the basis of accounting principles applicable to a going concern. As of August 31, 2006, the Corporation had an accumulated deficit of $22,190,315 which increased to $22,758,622 as at February 28, 2007. 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, the SportsPageTV system, publishing Thoroughbred Style magazine 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.

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 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.

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, 2007;

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: April 30, 2007

/s/ T. Keith Blackwell
T. KEITH BLACKWELL
Chief Executive Officer and Chief Financial Officer