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	Consolidated Financial Statements February 29, 2008
99.2	Management Discussion and Analysis for the Period Ended February 29, 2008
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: April 29, 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)

(Unaudited – Prepared by Management)

February 29, 2008

Sungold International Holdings Corp.

(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 29, 2008, have not been reviewed by our auditors, MSCM LLP, Chartered Accountants.

Toronto, ON

April 28, 2008

2

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Consolidated Balance Sheets

February 29, 2008

		(Unaudited)			(Audited)
		February 29			August 31
		2008			2007
Assets
Current assets
Cash	$	15,084		$	-
Sundry receivables		52,830			38,073
Prepaid expenses and deposits		905			640
		68,819			38,713
Pre-development costs (note 4)		292,762			270,288
Equipment (note 5)		359,269			387,588
Investment and advances to related company (note 6)		244,764			105,400
Marketing rights (note 7)		7,982			12,870
	$	973,596		$	814,859
Liabilities
Current liabilities
Bank overdraft	$	-		$	17,152
Accounts payable and accrued liabilities (note 8(c))		1,033,091			875,291
Loans payable (note 8(d))		83,747			92,974
Current obligation under capital leases (note 9)		3,078			6,518
		1,119,916			991,935
Long-term liabilities
Obligation under capital leases (note 9)		-			-
		1,119,916			991,935
Shareholders’ (deficiency) equity
Share capital (note 10)		23,213,016			22,639,945
Contributed surplus (note 11)		1,059,075			941,722
Deficit		(24,418,411	)		(23,758,743	)
		(146,320	)		(177,076	)
	$	973,596		$	814,859

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

3

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Consolidated Statements of Loss And Deficit

for the second quarter ended February 29

		April 7, 1986			Second Quarter Ended					Year-to-Date
		(inception) to			February 29			February 28		February 29			February 28
		February 29, 2008			2008			2007		2008			2007
Revenue
Gain on disposition of marketable securities	$	838,947		$	-		$	-	$	-		$	-
Expenses
Impairment write-down of
pre-development costs		6,460,304			-			-		-			-
Professional and consulting fees (note 8(a))		3,982,415			63,151			102,724		178,566			122,455
Advertising and promotion		3,464,689			4,133			4,190		6,112			6,809
Management fees and salaries (note 8(a))		2,808,020			119,005			61,529		178,807			138,701
Investor relations		1,497,228			38,406			47,111		54,252			57,296
Travel and conference		1,185,858			2,550			9,826		5,374			13,629
Amortization		1,093,231			25,182			25,927		49,347			51,285
Office and miscellaneous		917,702			6,113			10,252		14,227			13,676
Internet services		848,678			939			518		1,311			1,670
Stock-based compensation (note 10(b))		686,879			-			35,593		-			89,678
Office rent and services (note 8(b))		718,907			21,965			20,060		43,400			30,770
Transfer agent and filing fees		446,325			8,077			14,131		9,246			16,414
Insurance		263,953			-			-		-			-
Financing fees		237,433			-			5,000		-			10,000
Interest and bank charges		173,949			15,705			2,204		19,036			4,499
Finder fees		154,031			-			-		-			-
Settlement agreements		71,178			-			-		-			-
Equity loss on investment (note 6)		161,392			50,567			-		101,293			-
Interest on capital leases		34,346			166			418		399			894
Fees and commissions		39,943			-			1,000		-			1,000
Loss on disposition of equipment		16,402			-			-		-			606
Foreign exchange (gain) loss		(5,505	)		(2,857	)		4,473		(1,702	)		8,925
		25,257,358			353,102			344,956		659,668			568,307
Net loss		24,418,411			353,102			344,956		659,668			568,307
Deficit, beginning		-			24,065,309			22,413,666		23,758,743			22,190,315
Deficit, end	$	24,418,411		$	24,418,411		$	22,758,622	$	24,418,411		$	22,758,622
Weighted average number of shares					143,175,598			129,410,908		141,182,000			128,187,111
Loss per share				$	0.0025		$	0.0027	$	0.0047		$	0.0044

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

4

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Consolidated Statements of Cash Flow

for the second quarter ended February 29

			April 7, 1986			Second Quarter Ended						Year-to-Date
			(inception) to			February 29			February 28			February 29			February 28
			February 29, 2008			2008			2007			2008			2007
Operating activities		$	(24,418,411	)	$	(353,102	)	$	(344,956	)	$	(659,668	)	$	(568,307	)
	Net loss
	Items not involving cash
	Write-down of pre-development costs		6,460,304			-			-			-			-
	Amortization		1,093,231			25,182			25,927			49,347			51,285
	Stock-based compensation		686,879			-			35,593			-			89,678
	Issuance of common shares for services		933,761			140,646			71,926			222,286			78,106
	Gain on disposition of marketable
	securities		(838,947	)		-			-			-			-
	Acquisition of marketing rights		(28,835	)		-			(25,740	)		(3,095	)		(25,740	)
	Equity loss		161,392			50,567			-			101,293			-
	Loss on disposition of equipment		16,402			-			-			-			606
			(15,934,224	)		(136,707	)		(237,250	)		(289,837	)		(374,372	)
	Cash provided (used) by changes in
	non- cash operating items
	Sundry receivables		(52,830	)		(9,407	)		14,089			(14,757	)		9,650
	Prepaid expenses and deposits		(905	)		(265	)		-			(265	)		-
	Accounts payable and
	accrued liabilities		1,044,424			90,794			(62,631	)		157,800			(16,857	)
			(14,943,535	)		(55,585	)		(285,792	)		(147,059	)		(381,579	)
Investing activities
	Pre-development costs		(5,343,687	)		-			(6,193	)		(22,474	)		(9,392	)
	Proceeds of disposition of equipment		43,134			-			-			-			1,208
	Investment and advances
	to related companies		(276,510	)		(139,490	)		-			(240,657	)		-
	Acquisition of equipment		(1,419,890	)		(12,576	)		(10,789	)		(13,046	)		(11,289	)
			(6,996,953	)		(152,066	)		(16,982	)		(276,177	)		(19,473	)
Financing activities
	Loans payable (ii)		2,659,475			(14,616	)		-			(9,227	)		-
	Repayment of obligation - capital leases		(79,725	)		(1,753	)		(1,501	)		(3,440	)		(2,945	)
	Issuance of shares		17,650,075			245,716			297,682			468,139			407,360
	Proceeds of disposition
	of marketable securities		1,725,747			-			-			-			-
			21,955,572			229,347			296,181			455,472			404,415
Change in Cash (bank overdraft)			15,084			21,696			(6,593	)		32,236			3,363
(Bank overdraft) cash, beginning			-			(6,612	)		7,037			(17,152	)		(2,919	)
Cash (bank overdraft), ending		$	15,084		$	15,084		$	444		$	15,084		$	444
(i)	Interest paid:	$	208,295		$	15,871		$	2,622		$	19,435		$	5,393
(ii)	During the quarter, the Company issued 869,400 shares to settle $48,126 loans payable. Since April 7, 1986 (inception) to February 29, 2008, the Company issued 43,132,044 shares to settle $2,707,363 of debts.

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

5

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Notes to Consolidated Financial Statements

February 29, 2008

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.

6

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Notes to Consolidated Financial Statements

February 29, 2008

2. Summary of Significant Accounting Policies - continued

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.
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.

7

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Notes to Consolidated Financial Statements

February 29, 2008

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.

8

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Notes to Consolidated Financial Statements

February 29, 2008

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.

9

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Notes to Consolidated Financial Statements

February 29, 2008

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		February 29
		2007		Additions		Write off		2008
Acquisition cost	$	62,300	$	-	$	-	$	62,300
Legal and consulting fees		83,191		-		-		83,191
	$	145,491	$	-	$	-	$	145,491

10

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Notes to Consolidated Financial Statements

February 29, 2008

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 February 29, 2008.
	The hardware and software development costs are capitalized under equipment and amortized annually at 20%.

		August 31				Impairment		February 29
		2007		Additions		Write off		2008
Legal and consulting fees	$	124,797	$	-	$	-	$	124,797

(c)	Breezestreams project
	The Breezestreams concept, acquired in the first quarter, is a method to archive Thoroughbred workouts for handicapping purposes.

		August 31				Impairment		February 29
		2007		Additions		Write off		2008
Acquisition costs	$	-	$	22,474	$	-	$	22,474

			August 31				Impairment		February 29
			2007		Additions		Write off		2008
(d)	Total pre development costs	$	270,288	$	22,474	$	-	$	292,762

11

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Notes to Consolidated Financial Statements

February 29, 2008

5. Equipment

				February 29				August 31
				2008				2007
		Cost		Less		Net Book		Net Book
				Accumulated		Value		Value
				Amortization
Software – Horsepower®	$	1,033,216	$	722,275	$	310,941	$	345,490
Computer hardware		327,801		292,628		35,173		27,183
Leased computer equipment		10,488		5,940		4,548		5,352
Office equipment		10,723		2,116		8,607		9,563
	$	1,382,228	$	1,022,959	$	359,269	$	387,588

6. Investment and Advances to Related Companies

During the 2007 fiscal year, the Company acquired a 37.87% interest in a US-based private company, Silks Media Corporation (“Silks Media”) valued at $8,765. During the second quarter of this year, the Company made advances valued at $137,787 to Silks Media, which are unsecured, non-interest bearing with no specific terms 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 February 29, 2008, the Company recorded an equity loss of $50,567 in Silks Media, and reduced the carrying value of its investment accordingly which resulted in a value of $243,061.

In February of this second quarter, the Company incorporated Silks Corporation and published its intention to distribute the shares to Sungold shareholders. As of February 29, 2008, the Company had made advances of $1,703 to Silks Corporation, which are unsecured, non-interest bearing with no specific terms of repayment.

7. Marketing Rights

	August 31				Accumulated			February 29
	2007		Additions		Amortization			2008
$	25,740	$	3,095	$	(20,853	)	$	7,982

12

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Notes to Consolidated Financial Statements

February 29, 2008

8. Related Party Transactions and Balances

a)	During the quarter, salaries, directors’ fees, and bookkeeping services of $57,270 (February 2007 - $73,842) were paid in cash to directors and officers of the Company and subsidiaries of the Company. Amounts paid by shares was $45,404 (February 2006 – $NIL). 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 amount paid to an officer for rent of office space provided was $NIL (February 2007 – $1,570).
c)	Accounts payable includes $134,883 owed to directors, officers and management for salaries, management fees and consulting services rendered (February 2007 – $155,512). The amounts are unsecured, non-interest bearing and have no repayment terms.
d)	The loans payable of $83,747 are unsecured, non-interest bearing advances from shareholders and directors and have no specified repayment terms (February 2007 – $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:

		February 29			August 31
		2008			2007
Total minimum lease payments	$	3,199		$	7,038
Less amount representing interest		(122	)		(520	)
Balance of obligations		3,078			6,518
Less current portion		(3,078	)		(6,518	)
Non-current portion	$	-		$	-

13

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Notes to Consolidated Financial Statements

February 29, 2008

10. Share Capital

		February 29		August 31
		2008		2007
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:
148,080,918 common
(August 31, 2007 – 136,926,215 common)	$	23,213,016	$	22,639,945

a) Shares issued during the period:

	Second quarter ended			Year-to-Date
	February 29, 2008			February 29, 2008
	#	$		#	$
For cash	4,790,730	245,721		8,279,535	468,144
Non-cash transactions:
- for services provided	1,947,898	140,646		2,875,168	222,286
Amount allocated for warrants
to Contributed Surplus	-	(62,121	)	-	(117,353	)
	6,738,628	324,246		11,154,703	573,077

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:

14

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Notes to Consolidated Financial Statements

February 29, 2008

10. Share Capital - continued

b) Stock options and stock-based compensation – continued

Date of Grant	Exercise Price	Balance August 31 2007	Granted	Exercised / Expired / Cancelled	Balance February 29 2008	Expiration date
Aug 10, 2001	US$0.12	300,000	-	-	300,000	Aug 10, 2008
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
Mar 1, 2006	US$0.50	200,000	-	-	200,000	Feb 28, 2008
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
		5,470,000	-	-	5,470,000

At February 29, 2008, 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 0.78 years.

There were no options granted in the second quarter ended February 29, 2008. In the 2007 fiscal year, 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% - 3.0%
Dividend yield	NIL	NIL
Expected life	2 - 3 years	2 - 3 years
Volatility	160% - 172%	120% - 150%

15

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Notes to Consolidated Financial Statements

February 29, 2008

10. Share Capital - continued

c) Share purchase warrants

Date of Grant	Price	Balance August 31, 2007	Granted	Exercised	Expired / Cancelled	Balance February 29, 2008	Expiration date
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
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
Sep 5, 2007	US$0.14	-	400,000	-	-	400,000	Sep 15, 2009
Sep 5, 2007	US$0.15	-	101,135	-	-	101,135	Sep 30, 2009
Sep 25, 2007	US$0.16	-	32,715	-	-	32,715	Sep 30, 2009
Oct 18, 2007	US$0.13	-	100,000	-	-	100,000	Oct 31, 2009
Oct 19, 2007	US$0.13	-	566,690	-	-	566,690	Oct 31, 2009
Oct 25, 2007	US$0.13	-	250,000	-	-	250,000	Oct 31, 2009

16

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Notes to Consolidated Financial Statements

February 29, 2008

10. Share Capital - continued

c) share purchase warrants – continued

Date of Grant	Price	Balance August 31, 2007	Granted	Exercised	Expired / Cancelled	Balance February 29, 2008	Expiration date
Nov 13, 2007	US$0.12	-	50,000	-	-	50,000	Nov 30, 2008
Nov 13, 2007	US$0.12	-	200,000	-	-	200,000	Nov 15, 2009
Nov 16, 2007	US$0.12	-	100,000	-	-	100,000	Nov 30, 2009
Nov 19, 2007	US$0.12	-	100,000	-	-	100,000	Nov 30, 2009
Dec 5, 2007	US$0.12	-	208,335	-	-	208,335	Dec 15, 2009
Dec 15, 2007	US$0.12	-	227,275	-	-	227,275	Dec 15, 2009
Dec 20, 2007	US$0.12	-	45,455	-	-	45,455	Dec 31, 2009
Dec 20, 2007	US$0.12	-	45,455	-	-	45,455	Dec 31, 2009
Dec 24, 2007	US$0.12	-	230,250	-	-	230,250	Dec 25, 2009
Dec 24, 2007	US$0.12	-	55,250	-	-	55,250	Dec 31, 2009
Jan 14, 2008	US$0.12	-	100,000	-	-	100,000	Feb 28, 2010
Feb 6, 2008	US$0.11	-	200,000	-	-	200,000	Feb 15, 2010
Feb 13, 2008	US$0.11	-	100,000	-	-	100,000	Feb 15, 2010
Feb 28, 2008	US$0.11	-	500,000	-	-	500,000	Feb 28, 2010
Feb 28, 2008	US$0.11	-	100,000	-	-	100,000	Feb 28, 2010
Feb 28, 2008	US$0.11	-	226,365	-	-	226,365	Feb 28, 2010
Feb 28, 2008	US$0.11	-	150,000	-	-	150,000	Feb 28, 2010
Feb 28, 2008	US$0.11	-	50,000	-	-	50,000	Feb 28, 2010
Feb 29, 2008	US$0.11	-	156,980			156,980	Feb 28, 2010
		8,174,520	4,295,905	-	1,231,383	11,239,042

The fair value of the 2,395,365 warrants issued in the second quarter ended February 29, 2008, has been determined to be $62,121 using the Black-Scholes pricing model. The following assumptions were used:

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

		Second Quarter ended		Year-to-Date		Year Ended
		February 29		February 29		August 31
		2008		2008		2007
Contributed surplus, beginning of period	$	996,954	$	941,722	$	254,587
Stock-based compensation (note 10(b))		-		-		432,293
Fair value of warrants (note 10(c))		62,121		117,353		254,842
Contributed surplus, end of period	$	1,059,075	$	1,059,075	$	941,722

17

Sungold International Holdings Corp.

(A Development Stage Company)

(Presented in Canadian Dollars)

(Unaudited – Prepared by Management)

Notes to Consolidated Financial Statements

February 29, 2008

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

12. Commitments - continued

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.

13. Financial Instruments

The Company’s financial instruments consist of cash, sundry receivables, 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. Subsequent Events

Subsequent to the quarter end, the Company received $80,133 from the issuance of 1,600,000 private placement shares, for an average share price of $0.05 per share.

Subsequent to the quarter end, the Company issued NIL shares for services in lieu of payments.

18

EX-99.2

Management Discussion And Analysis Of
Results Of Operations And Financial Condition
For The Period ended February 29, 2008

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 29, 2008. The following information should be read in conjunction with the accompanying unaudited consolidated financial statements and the notes to the Corporation’s unaudited consolidated financial statements for the six months ended February 29, 2008, and the audited 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 28, 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 companies: Horsepower Broadcasting Network (HBN) International Ltd., a subsidiary company incorporated under the laws of Canada; Racing Unified Network (R.U.N.) Inc., a subsidiary company incorporated under the laws of Canada; SafeSpending Inc., a subsidiary company incorporated under the laws of Arizona; Silks Corporation, a related company recently incorporated under the laws of Nevada and Silks Media Corporation, a 38 percent owned related 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 $24,272,091 since inception, of which $1,059,075 is allocated to warrants and options and recorded in Contributed surplus, leaving $23,213,016 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.

1

SUNGOLD INTERNATIONAL HOLDINGS CORP.
     Horesepower 8 World Pool Lottery

As previously reported, the Corporation anticipated that there would be opportunities 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.

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 eight 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 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, initiating a joint venture agreement to market and launch in partnership, the Horsepower 8 World Pool Lottery on the Internet.

On February 21, 2008, Sungold International Holdings Corp. announced 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.

In September of 2007, Sungold® acquired the rights to the concept named Breezestreams which is a method of archiving Thoroughbred workouts for handicapping purposes.

HORSEPOWER BROADCASTING NETWORK (HBN) INTERNATIONAL LTD.
     Horsepower Virtual World Pool Lottery

After the launch of the Horsepower 8 World Pool Lottery, the Corporation plans to introduce the Horsepower Virtual World Pool Lottery, as entertainment and wagering opportunities, during the intervals that will occur between the eight live horse races selected and shown. In this way, the Corporation intends to provide continuous entertainment during the entire time the Horespower 8 live race event unfolds.

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 2007, boasting an original cover by Peb, the renowned cartoonist, and issues have since been published in October 2007 and December 2007, also with original art on the cover, now an established tradition for the Magazine. The fourth issue is being distributed this month. Each issue includes lively

2

human-interest stories about Thoroughbred racing, the horses, the people and their Thoroughbred lifestyle. All four issues can be viewed on the Sungold® web site at www.sungoldintl.com in the Silks Media section.

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

SILKS CORPORATION
     Racingtheworld.com

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 Advance Deposit Wagering site once the Advance Deposit Wagering (ADW) License is acquired. Negotiations are currently underway on this project.

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 was February 29, 2008. This share structuring will make Silks Corporation an independent, related company with the same shareholders as Sungold International Holdings Corp. as of February 29, 2008. After operations commence, Silks Corporation will be registered as a public company, initially on the NASDAQ OTCBB.

RACING UNIFIED NETWORK (R.U.N.) INC.

In March 2007, 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. RUN’s sales efforts were intended to address the Canadian market, and also 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.

Marketing the product to establishments, primarily in the food and beverage industry produced slower than anticipated results thus far, and the Corporation continues to reassess its sales approach in efforts to find the right elements.

Since the acquisition by Silks Media Corporation of ThoroughbredStyle Magazine, RUN has been extensively involved in arranging and organizing the magazine’s advertising pages, a critical part of the magazine’s appearance.

SAFESPENDING INC.

The Corporation’s subsidiary, SafeSpending Inc., has the rights to a patent pending on a process to enabling 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 the completion of necessary financing arrangements.

3

RESULTS OF OPERATIONS

Net Loss and Expenses

The Corporation is still in the development stage, and consequently, had no revenue from operations during the second fiscal quarter. Therefore the net loss is the same as the expenses. The Corporation had a net loss of $353,102 for the quarter ended February 29, 2008, or $0.0025 per share compared to a net loss of $344,956 in 2007, and a similar $0.0027 per share.

The main differences between the years were the equity loss in 2008 of $50,567 from Silks Media Corporation, which did not exist in 2007, and stock-based compensation of $35,593 in 2007 versus $NIL in 2008. Otherwise the losses would be very similar.

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 29, 2008.

	02/29/08 Q2 ($)	11/30/07 Q1 ($)	08/31/07 Q4 ($)	05/31/07 Q3 ($)	02/28/07 Q2 ($)	11/30/06 Q1 ($)	08/31/06 Q4 ($)	05/31/06 Q3 ($)
Total revenue	-	-	-	-	-	-	-	-
G & A Expenses	353,102	306,566	355,352	302,155	309,363	169,266	343,339	344,029
Stock based compensation	-	-	305,020	37,594	35,593	54,085	34,130	30,000
Corporate taxes	-	-	-	-	-	-	-	-
Impairment write-down	-	-	-	-	-	-	-	-
Loss – Canadian GAAP	353,102	306,566	660,372	339,749	344,956	223,351	377,469	374,029
Deferred development costs	-	22,474	(19,891)	10,499	6,193	3,199	22,041	16,234
Loss – US GAAP	353,102	329,040	640,481	350,248	351,149	226,550	399,510	390,263
Loss per share – Canadian GAAP	0.0025	0.0022	0.004	0.0025	0.0027	0.0017	0.0030	0.0030
Loss per share – US GAAP	0.0025	0.0024	0.004	0.0025	0.0027	0.0017	0.0032	0.0031
Weighted average number of shares	143,175,598	139,176,550	132,171,236	135,506,909	129,410,908	126,751,076	123,834,644	125,619,901
Total Assets	973,596	872,524	814,859	1,001,345	756,673	760,560	772,557	821,403
Total long-term financial liabilities	-	-	-	1,256	3,078	5,074	6,518	8,351
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 29, 2008, the Corporation had a net working capital deficiency of $1,051,097 and Cash of $15,084, as compared to a working capital deficiency of $627,511 and Cash of $7,037 on February 28, 2007.

4

During the second quarter February 29, 2008, the Corporation issued 6,738,628 private placement share and warrant units for an aggregate of $386,367 to provide working capital and to pay for services, at an average unit price of $0.057 compared to 4,975,648 private placement share and warrant units in 2007 for $369,608, resulting in an average unit price of $0.07.

In the interval from March 1, 2008, to this report date, April 28, 2008, the Corporation raised cash of $80,133 from the issue, on a private placement basis, of 1,600,000 share and warrant units, at an average price of $0.05 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.

Commitments for Capital Expenditures

There are no outstanding capital purchase commitments at this time.

OFF BALANCE SHEET ARRANGEMENTS

As of April 28, 2008, the Corporation has no off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

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

a) Consulting fees paid and expensed in the income statement

Related Party	2nd Qtr Ended February 29, 2008	2nd Qtr Ended February 28, 2007
Directors	$ 2,400	$ 3,300
Officers	11,145	11,280
Total	$ 13,545	$14,580

b) Salaries expensed in the income statement

Related Party	2nd Qtr Ended February 29, 2008	2nd Qtr Ended February 28, 2007
Officers	$ 43,725	$59,262

5

c) Share capital compensation expensed

Related Party	2nd Qtr Ended February 29, 2008	2nd Qtr Ended February 28, 2007
Directors	$ 17,067	-
Officers	28,337	-
Total	$ 45,404	-

Combined Totals $102,674 $73,842

d)	During the quarter, the Corporation paid $NIL to an officer for rent of office space provided (2007 – $1,570).
e)	Accounts payable include $134,883 owed to directors, officers and management for management and consulting services rendered (February 2007 – $155,512). The amounts are unsecured, non-interest bearing and have no repayment terms.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

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

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 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 149,680,918 common shares issued and outstanding as of April 28, 2008, and no outstanding commitments to issue any additional units.

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

6

SUBSEQUENT EVENTS

There are no material events subsequent to February 29, 2008, 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 live and virtual lottery wagering 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 $600,000 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

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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 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, 2007, the Corporation had an accumulated deficit of $23,758,743 which increased to $24,418,411 as at February 29, 2008. 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.

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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.

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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 29, 2008;

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 28, 2008

/s/ T. Keith Blackwell

T. KEITH BLACKWELL

Chief Executive Officer and Chief Financial Officer