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, 2008

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	Annual Audited Financial Statements for the Fiscal Year Ended August 31, 2007
99.2	Annual Management Discussion and Analysis for the Fiscal Year Ended August 31, 2007
99.3	Form 52-109F1 - Certification of Annual Filings - CEO & 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: April 17, 2008	By:	/s/ Keith Blackwell
		Keith Blackwell
	Title:	Chief Executive Officer

EX-99.1

Sungold International Holdings Corp.
(A Development Stage Company)

Consolidated Financial Statements
(Presented in Canadian Dollars)

August 31, 2007

Sungold International Holdings Corp.

(A Development Stage Company)

Table of Contents

August 31, 2007

	Page
Auditors' Report	1
Consolidated Financial Statements
Balance Sheets	2
Statements of Loss and Deficit	3
Statements of Cash Flows	4
Notes to Financial Statements	5-23

Auditors' Report

To the Shareholders of Sungold International Holdings Corp.

We have audited the consolidated balance sheet of Sungold International Holdings Corp. (a Development Stage Company) as at August 31, 2007 and the consolidated statements of loss and deficit and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

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

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2007 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles, which differ in certain respects from United States generally accepted accounting principles. Information relating to the nature and effect of such differences is presented in Note 16 to the consolidated financial statements.

The consolidated financial statements as at August 31, 2006 and the year then ended were audited by other auditors who expressed an opinion without reservation on those statements in their reported dated February 13, 2007.

	“MSCM LLP”
Toronto, Ontario	Chartered Accountants
April 11, 2008	Licensed Public Accountants

Comments by Auditors for U.S. Readers on Canada-U.S. Reporting Difference

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) where there are events that cast substantial doubt on the Company’s ability to continue as a going concern, such as those described in Note 1 to the consolidated financial statements. Our report to the shareholders dated April 11, 2008 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors’ report when they are properly accounted for and adequately disclosed in the consolidated financial statements.

	“MSCM LLP”
Toronto, Ontario	Chartered Accountants
April 11, 2008	Licensed Public Accountants

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Consolidated Balance Sheets

August 31, 2007

		2007			2006
Assets
Current assets
Sundry receivables	$	38,073		$	17,853
Prepaid expenses and deposits		640			640
		38,713			18,493
Pre-development costs (note 4)		270,288			270,288
Equipment (note 5)		387,588			483,776
Investment and advances to related company (note 6)		105,400			-
Marketing rights (note 7)		12,870			-
	$	814,859		$	772,557
Liabilities
Current liabilities
Bank overdraft	$	17,152		$	2,919
Accounts payable and accrued liabilities (note 8(c))		875,291			639,532
Loans payable (note 8(d))		92,974			7,500
Current obligation under capital leases (note 9)		6,518			6,128
		991,935			656,079
Long-term liabilities
Obligation under capital leases (note 9)		-			6,518
		991,935			662,597
Shareholders’ (deficiency) equity
Share capital (note 10)		22,639,945			22,045,688
Contributed surplus (note 11)		941,722			254,587
Deficit		(23,758,743	)		(22,190,315	)
		(177,076	)		109,960
	$	814,859		$	772,557

The accompanying notes are an integral part of these consolidated financial statements.

Going concern (note 1)

Approved by the Directors:

“Art Cowie”	Director
“Donald Harris”	Director

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Consolidated Statements of Loss And Deficit
for the years ended August 31
		April 7, 1986
		(inception) to
		August
		31, 2007			2007		2006		2005
Revenue
Gain on disposition of marketable securities	$	838,947		$	-	$	-	$	-
Expenses
Impairment write-down
pre-development costs		6,460,304			-		-		628,246
Professional and consulting fees (note 8(a))		3,803,849			264,802		516,911		566,803
Advertising and promotion		3,458,577			66,126		75,245		55,443
Management fees and salaries (note 8(a))		2,629,213			300,613		394,306		46,688
Investor relations		1,442,976			87,100		186,063		133,306
Travel and conference		1,180,484			33,592		50,989		75,970
Amortization		1,043,884			114,021		135,305		140,449
Office and miscellaneous		903,475			30,559		33,470		43,756
Internet services		847,367			20,726		27,067		29,559
Stock-based compensation (note 10(b))		686,879			432,292		64,130		138,535
Office rent and services (note 8(b))		675,507			64,246		30,446		60,896
Transfer agent and filing fees		437,079			37,384		26,430		30,658
Insurance		263,953			-		167		833
Financing fees		237,433			10,000		9,433		-
Interest and bank charges		154,913			23,507		17,738		5,222
Finder fees		154,031			-		-		-
Settlement agreements		71,178			-		-		31,178
Equity loss on investment (note 6)		60,099			60,099		-		-
Interest on capital leases		33,947			1,550		3,169		2,600
Fees and commissions		39,943			10,202		-		-
Loss on disposition of equipment		16,402			1,544		-		-
Foreign exchange (gain) loss		(3,803	)		10,065		1,065		(1,245	)
		24,597,690			1,568,428		1,571,934		1,988,897
Net loss		23,758,743			1,568,428		1,571,934		1,988,897
Deficit, beginning of year		-			22,190,315		20,618,381		18,629,484
Deficit, end of year	$	23,758,743		$	23,758,743	$	22,190,315	$	20,618,381
Weighted average number pf shares					132,171,236		123,834,644		111,579,338
Loss per share					0.0119		0.0127		0.0178

The accompanying notes are an integral part of these consolidated financial statements.

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Consolidated Statements of Cash Flow

for the years ended August 31

			April 7, 1986
			(inception) to
			August 31,
			2007			2007			2006			2005
Operating activities
	Net loss	$	(23,758,743	)	$	(1,568,428	)	$	(1,571,934	)		(1,988,897	)
	Items not involving cash
	Write-down of pre-development costs		6,460,304			-			-			628,246
	Amortization		1,043,884			114,021			135,305			140,449
	Stock-based compensation		686,879			432,292			64,130			138,535
	Issuance of common shares for services
	provided		711,475			85,986			391,712			233,777
	Gain on disposition of marketable securities		(838,947	)		-			-			-
	Acquisition of marketing rights		(25,740	)		(25,740	)		-			-
	Equity loss		60,099			60,099			-			-
	Loss on disposition of equipment		16,402			1,544			-			-
			(15,644,387	)		(900,226	)		(980,787	)		(847,890	)
	Cash provided (used) by changes in non-
	cash operating items
	Sundry receivables		(38,073	)		(20,220	)		25,212			49,181
	Prepaid expenses and deposits		(640	)		-			21,447			36,681
	Accounts payable and accrued liabilities		886,624			235,759			406,790			43,739,
			(14,769,476	)		(684,687	)		(527,338	)		(718,289	)
Investing activities
	Pre-development costs		(5,321,213	)		-			(45,390	)		(5,996	)
	Proceeds of disposition of equipment		43,134			5,106			-			-
	Investment and advances to related company (i)		(35,853	)		(35,853	)		-			-
	Acquisition of equipment		(1,406,844	)		(11,613	)		(2,402	)		(220,221	)
			(6, 720,776	)		(42,360	)		(47,792	)		(226,217	)
Financing activities
	Loans payable (ii)		2,668,702			85,474			(5,000	)		610,774
	Repayment of obligation under capital leases		(76,285	)		(6,128	)		(8,993	)		(4,135	)
	Issuance of shares		17,181,936			633,468			575,328			255,332
	Proceeds of disposition of marketable securities		1,725,747			-			-			-
			21,500,100			712,814			561,335			861,971
Change in (bank overdraft) cash			(17,152	)		(14,233	)		(13,795	)		(82,535	)
Cash (bank overdraft), beginning of year			-			(2,919	)		10,876			93,411
Bank overdraft, ending of year		$	(17,152	)	$	(17,152	)	$	(2,919	)	$	10,876
(i)	1,000,000 common shares valued at $129,646 were issued during the year and are included in advances to related company.
(ii)	Interest paid:
		$	188,860			25,057			20,907
(iii)	During 2007, the Company did not issue any shares to settle loans payable. In 2006, the Company issued 179,624 shares to settle $12,500 in loans payable. Since April 7, 1986 (inception) to August 31, 2007, the Company issued 41,129,264 shares to settle $2,588,237 of debts.

The accompanying notes are an integral part of these consolidated financial statements.

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

1. Nature of Operations and Going Concern

Sungold International Holdings Corp. (the “Company” or “Sungold”) was incorporated under the Canada Business Corporations Act and is a publicly traded company on the OTC bulletin board. The principal activities are developing and promoting a proprietary pari-mutuel wagering virtual horseracing product, commercial advertising time on the product, and an internet payment system. To date, the Company has not earned significant revenues and is considered to be in a development stage.

These consolidated financial statements have been prepared on a going concern basis in accordance with Canadian generally accepted accounting principles. The going concern basis of presentation assumes that the Company will continue in operation for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

The recoverability of the amounts shown for pre-development costs is primarily dependant 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.

There is significant doubt about the appropriateness of the use of the going concern assumption because the Company experienced significant recurring losses from operations and has experienced significant negative cash flows from operations over a number of years.

The ability of the Company to continue as a going concern and to realize the carrying value of its assets and discharge its liabilities when due is dependent on the successful completion of the actions taken or planned, which management believes will mitigate the adverse conditions and events which raise doubt about the validity of the going concern assumption used in preparing these consolidated financial statements. There is no assurance that the Company will be successful in its efforts.

These consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern basis did not prove to be appropriate for these consolidated financial statements, then adjustments would be necessary in the carrying value of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used.

2. Summary of Significant Accounting Policies

The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) and are presented in Canadian dollars. These policies are consistent with accounting principles generally accepted in the United States (“US GAAP”) in all material respects except as outlined in note 16.

a)	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 upon consolidation.

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

2. Summary of Significant Accounting Policies - continued

b)	Translation of Foreign Currencies
	The Company has determined that all of its Subsidiaries’ operations are integrated, as such, the Company translates foreign currencies into U.S. dollars using the temporal method. Under this method, accounts recorded in foreign currency have been converted to Canadian dollars as follows:
		Monetary assets and liabilities at the exchange rate in effect at the balance sheet date;
		Other assets at historical rates;
		Revenues and expenses at the average rate of exchange for the month incurred except amortization which is translated at the same rates as those used in the translation of the corresponding assets. Gains and losses resulting from the fluctuation of foreign exchange rates are included in the determination of net loss.
c)	Pre-development costs
	The Company is in the development stage and capitalizes all costs related to its pre-development projects in accordance with Accounting Guideline No. 11, “Enterprises in the Development Stage”, issued by the Canadian Institute of Chartered Accountants. These costs will be amortized on the basis of revenue generated in relation to the project following commencement of operations. When management decides a project is to be abandoned, costs of the abandoned project are written off to operations. Costs related to regular maintenance of the pre-development projects are expensed as incurred.
	The costs deferred at any time do not necessarily reflect present or future values. The ultimate recovery of such amounts depends on the Company successfully developing the project.
d)	Equipment
	Equipment is recorded at cost with amortization provided on a declining balance as follows:

Software – Horsepower®	20%
Computer hardware	30%
Leased computer equipment	30%
Office equipment	20%
Computer software	100%

The above rates have been utilized to reflect the anticipated life expectancy. In the year acquired and put in use, only one-half the normal rate is applied.

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

2. Summary of Significant Accounting Policies - continued

e)

Long-lived and Intangible Assets

The Company reviews the recoverability of long-lived and intangible assets with definite lives whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The assessment of possible impairment is based upon the Company’s ability to recover the carrying value of the asset or asset group from the expected pre-tax cash flows, undiscounted and without interest charges, of the related operations. If these cash-flows are less than the carrying value of such asset or asset group, an impairment loss is recognized for the difference between estimated fair value and carrying value. The measurement of impairment requires management to estimate future cash-flows and the fair value of long-lived assets. The Company’s intangible assets are amortized using the straight-line method over the following estimated useful lives:

Marketing rights 2 years

f)	Income Taxes
	The Company accounts for income taxes using the asset and liability method of accounting. Under this method, future income tax assets and future income tax liabilities are recorded based on temporary differences between the financial reporting basis of the Company's assets and liabilities and their corresponding tax basis. The future benefits of income tax assets, including unused tax losses, are recognized subject to a valuation allowance, to the extent that it is more likely than not that such losses will be ultimately utilized. These future income tax assets and liabilities are measured using substantively enacted tax rates and laws that are expected to apply when the tax assets or liabilities are to be settled or realized.
g)	Loss Per Share
	Loss per share is calculated using the weighted-average number of shares outstanding during the period. Diluted loss per share is calculated using the treasury stock method whereby all options, warrants and equivalents are assumed to have been exercised at the beginning of the period and the proceeds from the exercise are assumed to have been used to purchase common shares at the average market price during the period. Stock options and warrants outstanding are not included in the computation of diluted loss per share if their inclusion would be anti-dilutive.
h)	Long-term investment
	The Company uses the equity method of accounting for its investment in shares of a company over which it has significant influence. Under the equity method of accounting, investments are carried at the original cost plus the Company’s cumulative share of earnings (loss), less any dividends received, netted with advances made to the company.

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

2. Summary of Significant Accounting Policies - continued

i)	Stock-based Compensation
	The Company has in effect a Stock Option Plan (“the Plan”), which is described in note 10(b). Stock options are accounted for using the fair value-based method. Fair value is calculated using the Black- Scholes model with the assumptions described in note 10(b). On the exercise of stock options, consideration received and the accumulated contributed surplus amount is credited to share capital.
j)	Measurement uncertainty
	The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those reported.
	The Black-Scholes pricing model, used by the Company to determine fair values, was developed for use in estimating the fair value of freely traded options. This model requires the input of highly subjective assumptions including future stock price volatility and expected time until exercise. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing model does not necessarily provide a reliable single measure of the fair value of the Company's stock options granted during the year.
k)	Reclassifications
	Certain amounts from prior years have been reclassified to conform to the current year’s presentation.

3. Future Changes in Accounting Policies

Financial Instruments - Recognition and Measurement and Comprehensive Income and Equity

In January 2005, the CICA released new Handbook Section 3855, “Financial Instruments - Recognition and Measurement”, Handbook Section 3861, “Financial Instruments – Disclosure and Presentation”, Handbook Section 1530, “Comprehensive Income”, and Section 3251, “Equity”, effective for annual and interim periods beginning on or after October 1, 2006. The Company will adopt these standards on September 1, 2007.

As a result of adopting these standards, a new category, accumulated other comprehensive income, will be added to the shareholders’ equity and certain unrealized gains and losses will be reported in other comprehensive income until realization. Effective September 1, 2007, certain financial assets and liabilities will be measured at fair value and others at amortized cost. Any adjustment of the previous carrying amounts will be recognized as an adjustment to either accumulated other comprehensive income or deficit at September 1, 2007, and prior period consolidated financial statements will not be restated. The adoption of these standards is not expected to have a material impact on the consolidated financial statements of the Company.

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

3. Future Changes in Accounting Policies - continued

Capital Disclosures

In December 2006, the CICA issued Handbook Section 1535, “Capital Disclosures”. This new section requires disclosure of an entity's objectives, policies and processes for managing capital, quantitative data about what the entity regards as capital and whether the entity has complied with any capital requirements and, if it has not complied, the consequences of such non-compliance. This standard is effective for annual and interim periods beginning on or after October 1, 2007 and will be adopted on September 1, 2008. The adoption of this section is not expected to have a material impact on the Company's consolidated financial statements.

Financial Instruments - Disclosure and Presentation

In December 2006, the CICA released new Handbook Sections 3862, “Financial Instruments – Disclosures” and 3863, “Financial Instruments – Presentation”, which will replace Section 3861, “Financial Instruments – Disclosure and Presentation”. These standards are effective for annual and interim periods beginning on or after October 1, 2007 and will be adopted on September 1, 2008. The adoption of these sections is not expected to have a material impact on the Company’s consolidated financial statements.

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.

		August 31,				Impairment		August 31,
		2006		Additions		Write off		2007
Acquisition cost	$	62,300	$	-	$	-	$	62,300
Legal and consulting fees		83,191		-		-		83,191
	$	145,491	$	-	$	-	$	145,491
		August 31,				Impairment		August 31,
		2005		Additions		Write off		2006
Acquisition cost	$	62,300	$	-	$	-	$	62,300
Legal and consulting fees		79,644		3,547		-		83,191
	$	141,944	$	3,547	$	-	$	145,491

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

4. Pre-development Costs - continued

(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 August 31, 2007.
	The hardware and software development costs are capitalized under equipment and amortized annually at 20%.

		August 31,				Impairment		August 31,
		2006		Additions		Write off		2007
Legal and consulting fees	$	124,797	$	-	$	-	$	124,797

		August 31,				Impairment		August 31,
		2005		Additions		Write off		2006
Legal and consulting fees	$	82,954	$	41,843	$	-	$	124,797

						Impairment
		2006		Additions		Write off		2007
Total pre development costs – 2007	$	270,288	$	-	$	-	$	270,288

						Impairment
		2005		Additions		Write off		2006
Total pre development costs – 2006	$	224,898	$	45,390	$	-	$	270,288

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

5. Equipment

		2007
				Accumulated		Net Book
		Costs		Amortization		Value
Software – Horsepower®	$	1,033,216	$	687,726	$	345,490
Computer hardware		314,755		287,572		27,183
Leased computer equipment		10,488		5,136		5,352
Office equipment		10,723		1,160		9,563
	$	1,369,182		981,594	$	387,588

				2006
				Accumulated		Net Book
		Costs		Amortization		Value
Software – Horsepower®	$	1,033,216	$	601,352	$	431,864
Computer hardware		315,784		276,546		39,238
Leased computer equipment		20,975		8,495		12,480
Office equipment		270		76		194
Computer software		4,701		4,701		-
	$	1,374,946	$	891,170	$	483,776

6. Investment and Advances to Related Company

During the year, the Company acquired a 37.5% interest in a US-based private company, Silks Media Corporation (“Silks Media”) valued at $8,765. The Company also made advances valued at $156,734 to Silks Media, which are unsecured, non-interest bearing with no specific term of repayment.

Silks Media is related to the Company by common directors. The investment in Silks Media is accounted for using the equity method. At August 31, 2007, the Company recorded equity loss of $60,099 in Silks Media, which reduced the carrying value of its investment and advances made during the year to $105,400.

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

7. Marketing Rights

	August 31,				Accumulated		August 31,
	2006		Additions		Amortization		2007
$	-	$	25,740	$	12,870	$	12,870

8. Related Party Transactions and Balances

a)	During the year, consulting fees, bookkeeping, and salaries of $290,937 (2006 - $579,030) were paid to directors and officers of the Company and subsidiaries of the Company, of which $133,130 (2006 - $387,349) was paid by cash and $NIL (2006 – $191,681) was paid by shares, valued at the 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.
b)	During the year, the Company paid $6,280 to an officer for rent of office space provided (2006 – $18,840). This expenditure was measured at the exchange amount which is the amount agreed upon by the transacting parties.
c)	Accounts payable include $157,767 owed to directors, officers and management for management and consulting services rendered (2006 – $193,464). The amounts are unsecured, non-interest bearing and have no repayment terms.
d)	The loans payable of $92,974 are unsecured, non-interest bearing advances from shareholders and directors and have no specified repayment terms (2006 – $7,500).

9. 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:

		2007			2006
Total minimum lease payments	$	7,038		$	14,717
Less amount representing interest		(520	)		(2,071	)
Balance of obligations		6,518			12,646
Less current portion		(6,518	)		(6,128	)
Non-current portion	$	-		$	6,518

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

10. Share Capital

		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:
136,926,215 common
(August 31, 2006 – 126,375,535 common)	$	22,639,945	$	22,045,688

a) Shares issued during the year

	2007			2006
For cash	9,553,773	$	508,271	4,525,516	$	575,328
Non-cash transactions:
- for services provided	996,907		85,986	2,242,219		391,712
	10,550,680	$	594,257	6,767,735	$	967,040

b)	Stock options and stock-based compensation
	The Company has a fixed stock option plan for the granting of options to directors, officers and employees of up to 10% of the Company’s issued share capital. The terms of the awards under the Plan are determined by the Board of Directors. The following is a summary of outstanding options:

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

10. Share Capital - continued

b) Stock options and stock-based compensation – continued

Date of Grant	Exercise Price	Balance August 31, 2006	Granted	Exercised / Expired / Cancelled	Balance August 31, 2007	Expiration date
Aug 10, 2001	US$0.12	300,000	-	-	300,000	Aug 10, 2008
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	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
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
Mar 15, 2007	US$0.50	-	300,000	-	300,000	Mar 31, 2009
		6,531,000	4,075,000	5,136,000	5,470,000

At August 31, 2007, 5,470,000 options are outstanding and exercisable. The weighted-average price of these options is $0.29 and the weighted-average remaining contractual life is 1.03 years.

In 2007, the Company recognized $432,292 (2006 - $64,130) in stock-based compensation expense using the Black-Scholes option pricing model with the following assumptions:

	2007	2006
Risk-free interest rate	3.92% - 4.5%	2.82% to 3.00%
Dividend yield	NIL	NIL
Expected life	2 - 3 years	2 - 3 years
Volatility	160% - 172%	120% - 150%

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

10. Share Capital - continued

b) Share purchase warrants

Date of Grant	Price	Balance August 31, 2006	Granted	Exercised	Expired / Cancelled	Balance August 31, 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
Mar 5, 2007	US$0.13	-	1,015,385	-	-	1,015,385	Mar 31, 2009
Mar 7, 2007	US$0.13	-	153,846	-	-	153,846	Mar 31, 2009
Mar 9, 2007	US$0.12	-	500,000	-	-	500,000	Mar 31, 2009
Mar 15, 2007	US$0.11	-	200,000	-	-	200,000	Mar 31, 2009
Mar 25, 2007	US$0.14	-	75,000	-	-	75,000	Mar 31, 2009
May 24, 2007	US$0.14	-	345,150	-	-	345,150	May 31, 2009
May 25, 2007	US$0.14	-	100,000	-	-	100,000	May 31, 2009
Jun 6, 2007	US$0.16	-	30,490	-	-	30,490	Jun 30, 2009
Aug 3, 2007	US$0.16	-	62,500	-	-	62,500	Jul 31, 2009
Aug 14, 2007	US$0.16	-	31,250	-	-	31,250	Jul 31, 2009
		3,617,593	6,734,387	-	2,177,460	8,174,520

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

10. Share Capital - continued

c)	Share purchase warrants – continued
	The fair value of the 6,734,387 warrants issued in 2007 has been determined to be $254,842 using the Black-Scholes pricing model. The following assumptions were used:

	2007
Dividend yield	NIL
Risk-free interest rate	3.95% to 4.56%
Expected stock volatility	158% to 172%
Expected life	2 years

11. Contributed Surplus

		2007		2006
Contributed surplus, beginning of year	$	254,587	$	190,457
Stock-based compensation (note 10(b))		432,293		64,130
Fair value of warrants (note 10(c))		254,842		-
Contributed surplus, end of year	$	941,722	$	254,587

12. Commitments

a)	Lease commitments
	The Company has a five year lease ending December 31, 2011 for its office space. Minimum annual lease payments for the next five years are as follows:

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

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

12. Commitments

b)	Share commitment
	The Company is committed to issue in fiscal 2008, a sufficient number of its common shares to equal $90,000 as determined by the market price on the issue date to satisfy a commitment related to Silks Media.
c)	Regulations
	The Company’s activities are subject to various governmental laws and regulations relating to horseracing, virtual horseracing, copyrights, trademarks and patents. These regulations are continually changing. The Company will require approval under all applicable laws and regulations.

13. Financial Instruments

The Company’s financial instruments consist of sundry receivables, bank overdraft, accounts payable and accrued liabilities, loans payable, and obligations under capital leases. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial statements. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

14. Income Taxes

The Company has accumulated non-capital losses for income tax purposes of $12,020,532 which may be carried forward and used to reduce taxable income in future years. Under present tax legislation, these losses will expire as follows:

2008	$	1,714,246
2009		2,427,247
2010		2,473,112
2014		1,188,958
2015		1,213,730
2026		1,623,646
2027		1,379,593
	$	12,020,532

The Company also has accumulated capital losses from the pre-development projects written off, for income tax purposes of $3,771,802 that may be carried forward indefinitely and used to reduce capital gains in the future.

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

14. Income Taxes - continued

The Company’s effective income tax rate differs from the combined Canadian federal and provincial income tax rate. The difference results from the following:

		2007			2006
Combined federal and provincial tax rate		36.12%			36.12%
Income tax recoverable at statutory rate	$	(566,516	)	$	(567,783	)
Decrease resulting from:
Stock-based compensation		156,144			23,164
Permanent differences for tax and accounting income		1,318			1,778
Valuation allowance		409,054			542,841
	$	-		$	-

Future income tax assets and liabilities result from the differences between the carrying amount and the tax basis of the following:

		2007			2006
Non-capital losses	$	3,734,000		$	4,335,853
Capital assets		(116,000	)		(32,406	)
Marketing rights		3,300			-
Future income tax assets, before valuation allowance		3,621,300			4,303,447
Valuation allowance		(3,621,300	)		(4,303,447	)
Net future income tax assets	$	-		$	-

The timing of the utilization of the future tax assets is undeterminable. Consequently, a full valuation allowance has been provided against the future value of these assets.

15. Subsequent Events

Subsequent to the year end, the Company received $519,422 from the issuance of 9,181,805 private placement shares, for an average share price of $0.057 per share.

Subsequent to the year end, the Company issued 2,672,893 shares for services in lieu of payments of $205,870.

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

16. US GAAP Reconciliation

Canadian GAAP (CDN GAAP) differs in certain respects from the principles and practices generally accepted in the United States (US GAAP) as outlined:

a)	Pre-Development Costs
	Under CDN GAAP, pre-development expenditures are capitalized and amortized over the benefit period of the deferred expenditures once operations commence or are written off if abandoned or impaired. US GAAP requires that pre-development expenditures be expensed as incurred until it is determined that commercially viable operations exist and the expenses then incurred are recoverable.
b)	Comprehensive Income
	Under US GAAP, SFAS No. 130 requires that companies report comprehensive income as a measure of overall performance. Comprehensive income includes all changes in equity during a year except those resulting from investments by owners and distribution to owners. Under Canadian GAAP, the Company will present comprehensive income starting with fiscal 2008. The Company has determined that it had no comprehensive income other than the loss in any of the years presented.
c)	Stock-based compensation
	For fiscal 2002, the Company adopted SFAS 123 which requires that all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair value. For fiscal 2001 and prior years, the Company measured compensation expense relating to employee stock option plan for US GAAP purposes using the intrinsic value method specified by APB Opinion No. 25. In the Company’s circumstances stock-based compensation was not materially different under Canadian GAAP as compared to US GAAP.
d)	The following are balance sheet items under US GAAP that differ from Canadian GAAP:

		2007			2006
Pre-development costs	$	-		$	-
Share capital	$	27,350,683		$	26,756,426
Additional Paid-in capital	$	941,722		$	254,587
Accumulated deficit during Development Stage	$	(28,739,769	)	$	(27,171,341	)

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

16. US GAAP Reconciliation - continued

e) The following table summarizes the effect on deficit of differences between CDN GAAP and US GAAP:

		2007			2006
Deficit - CDN GAAP	$	(23,758,743	)	$	(22,190,315	)
Cumulative effect of previous years’ adjustments		(4,981,026	)		(4,935,636	)
		(28,739,769	)		(27,125,951	)
US GAAP material adjustments:
• Effect of the write-off of pre-development costs
on net loss		-			(45,390	)
Deficit, US GAAP	$	(28,739,769	)	$	(27,171,341	)

f) The following table summarizes the effect on shareholders’ equity after considering the US GAAP adjustments:

						Deficit
						Accumulated
		Common		Additional		During			Total
		Shares		Paid-in		Development			Shareholders’
		Amount		Capital		Stage			Equity(Deficit)
Common Shares issued /net loss:
August 31, 1986
• Shares for cash	$	107,501	$	-	$	-		$	107,501
• Net loss under US GAAP		-		-		-			-
August 31, 1987		107,501		-		-			107,501
• Shares for cash		166,971		-		-			166,971
• Net loss under US GAAP		-		-		-			-
August 31, 1988		274,472		-		-			274,472
• Shares for cash		401,667		-		-			401,667
• Shares for property		227,000		-		-			227,000
• Net loss under US GAAP		-		-		(753,962	)		(753,962	)
August 31, 1989		903,139		-		(753,962	)		149,177
• Shares for cash		622,215		-		-			622,215
• Shares for property		1,897,000		-		-			1,897,000
• Net loss under US GAAP		-		-		(575,612	)		(575,612	)
August 31, 1990		3,422,354		-		(1,329,574	)		2,092,780
• Shares for cash		100,250		-		-			100,250
• Net loss under US GAAP		-		-		(350,482	)		(350,482	)
August 31, 1991		3,522,604		-		(1,680,056	)		1,842,548
• Shares for cash		402,900		-		-			402,900
• Net loss under US GAAP		-		-		(1,420,584	)		(1,420,584	)
August 31, 1991	$	3,522,604	$	-	$	(1,680,056	)	$	1,842,548

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

16. US GAAP Reconciliation - continued

f) The following table summarizes the effect on shareholders’ equity after considering the US GAAP adjustments:

						Deficit
						Accumulated
		Common		Additional		During			Total
		Share		Paid-in		Development			Shareholders’
		Amount		Capital		Stage			Equity(Deficit)
August 31, 1991	$	3,522,604	$	-	$	(1,680,056	)	$	1,842,548
• Shares for cash		402,900		-		-			402,900
• Net loss under US GAAP		-		-		(1,420,584	)		(1,420,584	)
August 31, 1992		3,925,504		-		(3,100,640	)		824,864
• Shares for cash		465,875		-		-			465,875
• Shares for property		150,000		-		-			150,000
• Net loss under US GAAP		-		-		(289,189	)		(289,189	)
August 31, 1993 – Balance forward		4,541,379		-		(3,389,829	)		1,151,550
• Shares for cash		576,500		-		-			576,500
• Net loss under US GAAP		-		-		(836,050	)		(836,050	)
August 31, 1994		5,117,879		-		(4,225,879	)		892,000
• Shares for cash		175,000		-		-			175,000
• Net loss under US GAAP		-		-		(734,936	)		(734,936	)
August 31, 1995		5,292,879		-		(4,960,815	)		332,064
• Shares for cash		255,750		-		-			255,750
• Net loss under US GAAP		-		-		(498,420	)		(498,420	)
August 31, 1996		5,548,629		-		(5,459,235	)		89,394
• Shares for cash		1,250,000		-		-			1,250,000
• Share-based compensation		1,345,680		-		(1,345,680	)		-
• Net loss under US GAAP		-		-		(1,048,444	)		(1,048,444	)
August 31, 1997		8,144,309		-		(7,853,359	)		290,950
• Shares for cash		1,351,967		-		-			1,351,967
• Share-based compensation		2,078,946		-		(2,078,946	)		-
• Net loss under US GAAP		-		-		(1,286,579	)		(1,286,579	)
August 31, 1998		11,575,222		-		(11,218,884	)		356,338
• Shares for cash		1,044,358		-		-			1,044,358
• Share-based compensation		1,286,112		-		(1,286,112	)		-
• Net loss under US GAAP		-		-		(1,319,276	)		(1,319,276	)
August 31, 1999		13,905,692		-		(13,824,272	)		81,420
• Shares for cash		2,182,351		-		-			2,182,351
• Net loss under US GAAP		-		-		(1,937,995	)		(1,937,995	)
August 31, 2000	$	16,088,043	$	-	$	(15,762,267	)	$	325,776

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

Notes to Consolidated Financial Statements

August 31, 2007

16. US GAAP Reconciliation - continued

f) Summarizing the effect on shareholders’ equity after considering the US GAAP adjustments (continued):

						Deficit
						Accumulated
		Common		Additional		During			Total
		Shares		Paid in		Development			Shareholders’
		Amount		Capital		Stage			Equity(Deficit)
			$	-
August 31, 2000	$	16,088,043			$	(15,762,267	)	$	325,776
Shares for cash		2,391,331		-		-			2,391,331
Net loss under US GAAP		-		-		(2,039,864	)		(2,039,864	)
August 31, 2001		18,479,374		-		(17,802,131	)		677,243
Shares for cash		2,388,010		-		-			2,388,010
Net loss under US GAAP		-		-		(2,476,731	)		(2,476,731	)
August 31, 2002		20,867,384		-		(20,278,862	)		588,522
• Shares issuance		2,417,723		-		-			2,417,723
• Share-based compensation		-		51,922		-			51,922
• Net loss under US GAAP		-		-		(2,611,684	)		(2,611,684	)
August 31, 2003		23,285,107		51,922		(22,890,546	)		446,483
• Shares issuance		1,385,197		-		-			1,385,197
• Net loss under US GAAP		-		-		(1,274,830	)		(1,274,830	)
August 31, 2004		24,670,304		51,922		(24,165,0376	)		556,850
• Shares issuance		1,119,082		-		-			1,119,082
• Share-based compensation		-		138,535		-			138,535
• Net loss under US GAAP		-		-		(1,388,641	)		(1,388,641	)
August 31, 2005		25,789,386		190,457		(25,554,017	)		425,826
• Shares issuance		967,040		-		-			967,040
• Share-based compensation		-		64,130		-			64,130
• Net loss under US GAAP		-		-		(1,617,324	)		(1,617,324	)
August 31, 2006		26,756,426		254,587		(27,171,341	)		(160,328	)
• Shares issuance		594,257		-		-			594,257
• Share-based compensation		-		432,293		-			432,293
• Warrants		-		254,842					254,842
• Net loss under US GAAP		-		-		(1,568,428	)		(1,568,428	)
August 31, 2007	$	27,350,683	$	941,722	$	(28,739,769	)	$	(447,364	)

16. US GAAP Reconciliation - continued

g) The following table summarizes the effect on net loss of differences between CDN GAAP and US GAAP:

		Cumulative from
		April 7, 1986 to
		August 31, 2007			2007			2006			2005
Net loss under CDN GAAP	$	(23,758,743	)	$	(1,568,428	)	$	(1,571,934	)	$	(1,988,897	)
US GAAP material adjustments:
• Effect of the write-off of pre-
development costs on net loss		(270,288	)		-			(45,390	)		600,256
• Share-based compensation		(4,710,738	)		-			-			-
Net loss under US GAAP	$	(28,739,769	)	$	(1,568,428	)	$	(1,616,259	)	$	(1,389,886	)
Loss per share under US GAAP					0.0119			0.0131			0.0125
Weighted average number of shares					132,171,236			123,834,644			111,579,338

h)	Recent Accounting Pronouncements
	Under the Securities and Exchange Commission’s Staff Accounting Bulletin No.74, the Company is required to disclose certain information related to recently issued accounting standards. The recently issued accounting standards are summarized as follows:
	In February 2007, FASB issued SFAS 159 The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”), which allows companies to choose to measure at fair value many financial instruments and certain other items that are not currently required to be measured at fair value. SFAS 159 becomes effective for fiscal years beginning on or after November 15, 2007. The Company is currently evaluating the effect of SFAS 159 on its consolidated financial position and results of operations.
	In September 2006, FASB issued SFAS 157 Fair Value Measurements (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about assets and liabilities measured at fair value. SFAS 157 becomes effective for fiscal years beginning on or after November 15, 2007. The Company is currently evaluating the effect of SFAS 157 but does not expect its implementation to have a material impact on its consolidated financial position and results of operations.

EX-99.2

Management Discussion And Analysis Of
Results Of Operations And Financial Condition
For The Period ended August 31, 2007

This Management Discussion and Analysis of Sungold International Holdings Corp. (the “Corporation”) provides analysis of the Corporation’s financial results for the year ended August 31, 2007. The following information should be read in conjunction with the accompanying audited consolidated financial statements and the notes to the Corporation’s audited consolidated financial statements for the year ended August 31, 2007 (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 14, 2008

OVERALL PERFORMANCE

Overview

Sungold International Holdings Corp., (the “Corporation”), is a development stage company focused on the development of a live race lottery event, a virtual race lottery event, a pari-mutuel, virtual horseracing game, publishing the ThoroughbredStyle 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 and related company: 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; Silks Corporation, a company recently incorporated under the laws of Nevada and Silks Media Corporation, a 38 percent owned company, also 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 $22,894,788 since inception, of which $254,843 is allocated to warrants and recorded in Contributed surplus, leaving $22,639,945 in Share capital. 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 live and virtual Lottery systems, ThoroughbredStyle magazine advertising and subscription sales, Racing Unified Network (R.U.N.) Inc. advertising sales, and the SafeSpending™ Anonymous Internet Payment system.

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HORSEPOWER WORLD POOL

As previously reported, the Corporation anticipated that there would be opportunities for the Horsepower® game to participate in the evolution of gaming in the U.S. as states develop their own policies within the Unlawful Internet Gambling and Enforcement Act, and on January 29, 2007, the Corporation published a press release announcing that it 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, such as horse racing or car racing. To be launched as Horsepower 8 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 patent covers 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.

On February 14, 2007, the Corporation announced that Michael Cichy agreed to act in the capacity of the Corporation’s newly created position of Regulatory Affairs and Simulcast consultant. Mr. Cichy is very experienced in simulcast technology and off-track wagering, and in racing and wagering legislation, having written wagering rules for racing and gaming commissions and testifying at various legislative committees. This is especially appropriate for the Horsepower® World Pool Lottery project. On October 16, 2007 Mr. Cichy became Vice-President, Regulatory and Simulcast Affairs.

On June 20, 2007, the Corporation announced that it had signed a Letter of Intent with the Chippewa Indians’ Sky Dancer Casino in Belcourt, North Dakota, initiating a joint venture agreement to market and launch the Corporation’s proprietary Horsepower 8 World Pool Lottery on the Internet. On October 2, 2007 the Corporation announced that it had signed a three year agreement with the Turtle Mountain Band of Chippewa Indians in Belcourt, North Dakota, to market and launch in partnership, the Horsepower 8 World Pool Lottery on the Internet.

The Horsepower 8 World Pool Lottery is an Internet based lottery that will take place both days of every weekend, and will be based on the results of live horse races. Horsepower 8 World Pool Lottery will offer players the opportunity to select the first place finisher in each of eight live horse races held at as many as eight different racetracks from anywhere in North America. If there is no grand prizewinner there will be a carryover to the next race date. It is expected that carryover pools will build to life changing payouts on a regular basis. The Horsepower 8 World Pool Lottery will also reward lottery players with supplementary payouts on every event for picking five, six and seven correct.

On February 21, 2008, Sungold International Holdings Corp. announced that a Letter of Intent was signed with Beachfront Enterprises LLC, a California company, to host the Horsepower 8 World Pool Lottery online site for International wagering.

SILKS MEDIA CORPORATION- THOROUGHBREDSTYLE MAGAZINE

As previously reported, in March of 2007, the Corporation announced the purchase of the complete assets of ThoroughbredStyle Magazine and website from Thoroughbred Capital 2006 LLC on behalf of Silks Media Corporation, a company which it incorporated in Nevada in exchange for the initial share capital. A similar number of initial shares are committed to the operations management team for their participation.

Silks Media Corporation publishes ThoroughbredStyle Magazine. The first ‘Collector’s Edition’ was published in August, boasting an original cover by Peb, the renowned cartoonist, and issues have since been published in October and December, also with original art on the cover, a tradition for the Magazine. The

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fourth issue will be distributed this month. Each issue includes lively human-interest stories about Thoroughbred racing, the horses, the people and their Thoroughbred lifestyle.

ThoroughbredStyle Magazine was ranked in the top thirty new magazine launches for 2007 out of seven hundred and thirty new launches reviewed.

SILKS CORPORATION

On February 25, 2008, Sungold International Holdings Corp. announced that it incorporated Silks Corporation in the state of Nevada in February for the purpose of operating the 'Racing The World' Internet simulcast wagering site once the Advance Deposit Wagering (ADW) License is acquired.

Under Silks Corporation, the ThoroughbredStyle Magazine website will integrate with racingtheworld.com to provide a seamless opportunity for subscribers, as well as others around the world, to view and wager on live North American horse racing.

At the same time Sungold International Holdings Corp. announced a stock distribution to shareholders of Sungold International Holdings Corp. of one Silks Corporation share for each ten Sungold International Holdings Corp. shares owned as of the record date, which is February 29, 2008. This share structuring will make Silks Corporation an independent company with the same shareholders as Sungold International Holdings Corp. as of February 29, 2008. Silks Corporation will be registered as a public company, initially on the NASDAQ OTCBB.

SPORTSPAGETV

In the second quarter, the Corporation announced that Racing Unified Network (R.U.N.) Inc. (“RUN”) signed a sales and marketing agreement with SportsPageTV, a Nevada-based company that offers up-to-the-minute sports scores and odds, and advertising spots, using secure Internet technology, and in March 2007, 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 Corporation began recruiting a sales team and marketing the product to establishments, primarily in the food and beverage industry. Results have been slower than anticipated thus far, and the Corporation continues to reassess and adjust its sales approach in efforts to find the right elements.

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 still being deferred until completing necessary financing arrangements.

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SELECTED ANNUAL INFORMATION

Year Ended August 31, 2007, Compared to August 31, 2006, and August 31, 2005

Prepared in Canadian dollars, in accordance with Canadian Generally Accepted Accounting Principles:

	2007 $		2006 $		2005 $
Total Revenue		-		-		-
Loss before discontinued operations		1,568,428		1,571,934		1,360,651
Loss per share		0.0119		0.0127		0.0122
Impairment write down of pre-development cost of abandoned projects		-		-		628,246
Total Loss		1,568,428		1,571,934		1,988,897
Loss per share		0.0119		0.0127		0.0178
Weighted average number of shares		132,171,236		123,834,644		111,579,338
Total assets		814,859		772,557		928,938
Long term liabilities		-		6,518		14,519

RESULTS OF OPERATIONS

Net Loss and Expenses

The Corporation is still in the development stage, and consequently, had no revenue from operations during the years ended August 31, 2007, 2006 and 2005. Therefore, the net loss is the same as the expenses. The Corporation had a net loss of $1,568,428 for the year ended August 31, 2007 or $0.0119 per share. Of the total loss, $432,292 was a non-cash expense resulting from options granted, and $85,986 in consulting fees was paid in shares compared to 2006 which reported a $64,130 non-cash expense resulting from options granted, and $391,711 in consulting fees paid in shares. A comparison of the operating loss before discontinued operations over the three years shows a 0.2% decrease in 2007 over 2006, and a 15.5% increase in 2006 over 2005.

Significant decreases in cash expenses were achieved in nearly all expense accounts for 2007, for a total reduction from the prior year of $371,668, or 25%, but non cash expense from stock based compensation, being options granted, increased by $368,162, leaving a net reduction in total expenses from the prior year of $3,506.

As reported below, cash expenses in the 2007 fourth quarter of $355,352 were similar to the same quarter of 2006, being $12,013 higher, but non-cash stock based compensation of $305,020 related to options granted, compared to $34,130 in 2006, resulted in a total reported loss for the 2007 fourth quarter of $660,372 which is $282,903 higher than the same quarter of 2006.

SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial data for the Corporation for its last eight completed financial quarters ended August 31, 2007.

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	08/31/07 Q4 ($)	05/31/07 Q3 ($)	02/28/07 Q2 ($)	11/30/06 Q1 ($)	08/31/06 Q4 ($)	05/31/06 Q3 ($)	02/28/06 Q2 ($)	11/30/05 Q1 ($)
Total revenue	-	-	-	-	-	-	-	-
G & A Expenses	355,352	302,155	309,363	169,266	343,339	344,029	547,475	272,961
Stock based compensation	305,020	37,594	35,593	54,085	34,130	30,000	-	-
Corporate taxes	-	-	-	-	-	-	-	-
Impairment write-down	-	-	-	-	-	-	-	-
Loss – Canadian GAAP	660,372	339,749	344,956	223,351	377,469	374,029	547,475	272,961
Deferred development costs	(19,891)	10,499	6,193	3,199	22,041	16,234	6,542	573
Loss – US GAAP	640,481	350,248	351,149	226,550	399,510	390,263	554,017	273,534
Loss per share – Canadian GAAP	0.004	0.0025	0.0026	0.0017	0.0030	0.0030	0.0044	0.0022
Loss per share – US GAAP	0.004	0.0025	0.0027	0.0017	0.0032	0.0031	0.0044	0.0022
Weighted average number of shares	132,171,236	135,506,909	129,410,908	126,751,076	123,834,644	125,619,901	123,837,620	120,844,975
Total Assets	814,859	1,001,345	756,673	760,560	772,557	821,403	879,001	866,034
Total long-term financial liabilities	-	1,256	3,078	5,074	6,518	8,351	10,493	12,163
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 year ended August 31, 2007, the Corporation had a net working capital deficiency of $953,222 and a Cash deficit of $17,152, as compared to a working capital deficiency of $637,586 and Cash deficit of $2,919 on August 31, 2006.

During the year August 31, 2007, the Corporation issued 10,550,680 private placement shares and warrants for an aggregate of $849,100 to provide working capital and to pay for services, at an average unit price of $0.08 compared to 6,767,735 private placement shares and warrants in 2006 for $967,040, resulting in an average unit price of $0.143.

In the interval from September 1, 2007, to this report date, April 14, 2008, the Corporation raised cash of $775,291 from the issue, on a private placement basis, of 11,854,698 shares and warrants, at an average price of $0.06 per unit.

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 $1,500,000 for the fiscal year ending August 31, 2008. The Corporation currently does not have sufficient funds on hand to finance its operations through the fiscal year ending August 31, 2008, 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.

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Commitments for Capital Expenditures

There are no outstanding capital purchase commitments at this time.

OFF BALANCE SHEET ARRANGEMENTS

As of April 14, 2008, the Corporation has no off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

The following is a summary of related party transactions for the Year Ended August 31, 2007, compared to August 31, 2006.

a) Consulting fees expensed in the income statement

Related Party	Year to Date Totals August 31, 2007	Year to Date Totals August 31, 2006
Directors	13,200	8,900
Officers	53,310	118,182
Total	66,510	127,082

b) Salaries expensed in the income statement

Related Party	Year to Date Totals August 31, 2007	Year to Date Totals August 31, 2006
Officers	224,387	260,267

c) Share capital compensation calculated at fair market value:

Related Party	Year to Date Totals August 31, 2007	Year to Date Totals August 31, 2006
Officers	-	191,681
Combined Totals	290,897	579,030

d)	During the year, the Corporation paid $6,280 to an officer for rent of office space provided (2006 - $18,840).
e)	The total included in the expenses and outstanding as payable at the period end to Directors, Officers and Management amounted to $157,767 (2006 - $193,464).

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

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

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FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Corporation’s financial instruments consist of sundry receivables, bank overdraft, prepaid expenses, accounts payable and accrued liabilities, loans payable and obligation under capital lease. 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 136,926,215 common shares issued and outstanding as of August 31, 2007 and commitments to issue another 9,181,805 common shares for cash received, and 2,672,893 common shares for purchases, up to the date of this report, April 14, 2008.

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 five years are as follows:

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

DISCLOSURE CONTROLS AND PROCEDURES

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized and reported within the time periods specified by securities regulations and that information required to be disclosed is accumulated and communicated to Management.

The Corporation evaluated the design of its internal controls and procedures over financial reporting as defined under Multilateral Instrument 52-109- Certification of Disclosure in Issuers’ Annual and Interim Filings for the fiscal year ended August 31, 2007. The Chief Executive Officer and Chief Financial Officer performed this evaluation with the assistance of other Corporation employees to the extent necessary or appropriate. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design of these internal controls and procedures over financial reporting was effective.

SUBSEQUENT EVENTS

There are no material events subsequent to April 14, 2008, which have not been disclosed in this report.

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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 live and virtual lottery entertainment systems, a virtual pari-mutuel wagering system, internet sports information and advertising sales system, magazine publishing, an Advance Deposit Wagering 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 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. 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 $625,000 to meet its current operating budget for the fiscal year ending August 31, 2008. 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, 2008. 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

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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.

The Corporation’s Audited Financial Statements Contain a Note about the Corporation’s Ability to Continue as a Going Concern (Note 1)

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 $23,758,743 as at August 31, 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 8 World Pool Lottery, the Horsepower® World Pool, the Advance Deposit Wagering, publish ThoroughbredStyle magazine, market the SportsPageTV system, and or develop 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

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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.

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EX-99.3

Form 52-109F1 - Certification of Annual 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 annual 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 financial year ended August 31, 2007;
2.	Based on my knowledge, the annual 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 annual filings;
3.	Based on my knowledge, the annual financial statements together with the other financial information included in the annual 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 annual filings;
4.	As the Issuer’s certifying officer, 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 our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the annual filings are being prepared;
	b.	designed such internal control over financial reporting, or caused it to be designed under our 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
	c.	evaluated the effectiveness of the issuer’s disclosure controls and procedures as of the end of the period covered by the annual filings and have caused the issuer to disclose in the annual MD&A our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the annual filings based on such evaluation; and
5.	I have caused the issuer to disclose in the annual 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 17, 2008

/s/T.K. Blackwell
_______________________
T. Keith Blackwell
Chief Executive Officer
Chief Financial Officer