Filed by sedaredgar.com - Sungold International Holdings Corp.

Sungold International Holdings Corp.
(A Development Stage Company)
(Presented in Canadian Dollars)

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 May 31, 2008, have not been reviewed by our auditors, MSCM LLP, Chartered Accountants.

Sungold International Holdings Corp.
(A Development Stage Company)
(Presented in Canadian Dollars)

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 Loss And Deficit
for the third quarter ended May 31

		April 7, 1986			Third quarter Ended					Year-to-Date
		(inception) to			May 31		May 31			May 31		May 31
		May 31, 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))		4,018,525			36,110		58,329			214,676		179,442
Advertising and promotion		3,465,580			891		5,561			7,003		12,370
Management fees and salaries (note 8(a))		2,892,318			84,299		105,041			263,105		234,849
Investor relations		1,508,729			11,501		459			65,753		67,990
Travel and conference		1,194,676			8,818		14,548			14,192		28,177
Amortization		1,117,904			24,673		36,495			74,020		87,780
Office and miscellaneous		925,272			7,570		10,771			21,797		24,447
Internet services		848,915			235		18,783			1,546		20,453
Stock-based compensation (note 10(b))		686,879			-		37,594			-		127,272
Office rent and services (note 8(b))		741,147			22,240		19,236			65,640		50,006
Transfer agent and filing fees		459,110			12,785		15,134			22,031		31,548
Insurance		263,953			-		-			-		-
Financing fees		237,433			-		-			-		10,000
Interest and bank charges		176,800			2,851		2,741			21,887		7,240
Finder fees		154,031			-		-			-		-
Settlement agreements		71,178			-		-			-		-
Equity loss on investment (note 6)		200,429			39,037		(12,505	)		140,330		(12,505	)
Interest on capital leases		35,397			1,051		359			1,450		1,253
Fees and commissions		39,943			-		-			-		1,000
Loss on disposition of equipment		16,402			-		-			-		606
Foreign exchange (gain) loss		(3,533	)		1,973		742			272		9,667
		25,511,392			254,034		339,749			913,702		908,056

Net loss		24,672,445			254,034		339,749			913,702		908,056

Deficit, beginning		-			24,418,411		22,758,622			23,758,743		22,190,315

Deficit, end	$	24,672,445		$	24,672,445	$	23,098,371		$	24,672,445	$	23,098,371

Weighted average number of shares					149,703,208		135,506,909			144,215,652		130,635,717

Loss per share					0.0017		0.0025			0.0063		0.0070

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

Sungold International Holdings Corp.
(A Development Stage Company)
(Presented in Canadian Dollars)

		April 7, 1986			Third quarter Ended						Year-to-Date
		(inception) to			May 31			May 31			May 31			May 31
		May 31, 2008			2008			2007			2008			2007

Operating activities
Net loss	$	(24,672,444	)	$	(254,033	)	$	(339,749	)	$	(254,033	)	$	(908,056	)
Items not involving cash
Write-down of pre-development costs		6,460,304			-			-			-			-
Amortization		1,117,904			24,673			36,495			24,673			87,780
Stock-based compensation		686,879						37,594						127,272
Issuance of common shares for services		948,819			15,058			-			15,058			78,106
Gain on disposition of marketable		(838,947	)		-			-			-			-
securities
Acquisition of marketing rights		(28,835	)		-			(248,220	)		-			(273,960	)
Equity loss		200,429			39,037						39,037
Loss on disposition of equipment		16,402			-			-			-			606
		(16,109,489	)		(175,265	)		(265,660	)		(175,265	)		(614,292	)
Cash provided (used) by changes in
non- cash operating items
Sundry receivables		(63,148	)		(10,318	)		(7,215	)		(10,318	)		2,435
Prepaid expenses and deposits		(265	)		640			(3,000	)		640			(3,000	)
Accounts payable and
accrued liabilities		1,080,900			36,476			204,560			36,476			187,703
		(15,092,002	)		(148,467	)		(71,315	)		(148,467	)		(427,154	)

Investing activities
Pre-development costs		(5,357,385	)		(13,698	)		(10,499	)		(13,698	)		(19,891	)
Proceeds of disposition of equipment		43,134			-			-			-			1,208
Investment and advances											(103,081	)
to related companies		(379,591	)		(103,081	)
Acquisition of equipment		(1,419,890	)		-			(324	)		-			(11,613	)
		(7,113,732	)		(116,779	)		(259,043	)		(116,779	)		(304,256	)

Financing activities
Loans payable (ii)		2,710,743			51,268			16,766			51,268			16,766
Repayment of obligation - capital leases		(81,130	)		(1,405	)		(1,560	)		(1,405	)		(4,505	)
Issuance of shares		17,878,219			228,144			339,567			228,144			746,927
Proceeds of disposition		1,725,747			-			-			-			-
of marketable securities
		22,233,579			278,007			342,268			278,007			746,683
Change in Cash (bank overdraft)		27,845			12,761			11,910			12,761			15,273
(Bank overdraft) cash, beginning		-			15,084			444			15,084			(2,919	)
Cash (bank overdraft), ending	$	27,845		$	27,845		$	12,354		$	27,845		$	12,354

(i) Interest paid:	$	231,632		$	3,902		$	3,100		$	23,337		$	8,493

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

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.

Date of Grant	Exercise Price	Balance August 31 2007	Granted	Exercised / Expired / Cancelled	Balance May 31 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 May 31, 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 third quarter ended May 31, 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:

Date of Grant	Price	Balance August 31, 2007	Granted	Exercised	Expired / Cancelled	Balance May 31, 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

Date of Grant	Price	Balance August 31, 2007	Granted	Exercised	Expired / Cancelled	Balance May 31, 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
Mar 18, 2008	US$0.11	-	500,000	-	-	500,000	Mar 31, 2010
Apr 27, 2008	US$0.10	-	300,000	-	-	300,000	Apr 6, 2010
Apr 2, 2008	US$0.10	-	165,000	-	-	165,000	Mar 31, 2010
May 12, 2008	US$0.10	-	165,000	-	-	165,000	May 31, 2010
May 14, 2008	US$0.10	-	100,000	-	-	100,000	May 31, 2010
May 21, 2008	US$0.10	-	50,000	-	-	50,000	May 31, 2010
May 28, 2008	US$0.10	-	60,000	-	-	60,000	May 31, 2010
May 29, 2008	US$0.10	-	100,000	-	-	100,000	May 31, 2010
May 30, 2008	US$0.10	-	560,000	-	-	560,000	May 31, 2010
		8,174,520	5,380,905	-	1,306,633	12,248,792

The fair value of the 1,775,000 warrants issued in the third quarter ended May 31, 2008, has been determined to be $40,505 using the Black-Scholes pricing model. The following assumptions were used:

		(Unaudited)			(Audited)
		May 31			August 31
		2008			2007
Assets
Current assets
Cash	$	27,845		$	-
Sundry receivables		63,148			38,073
Prepaid expenses and deposits		265			640
		91,258			38,713

Pre-development costs (note 4)		306,460			270,288
Equipment (note 5)		338,588			387,588
Investment and advances to related and affiliated companies (note 6)		308,808			105,400
Marketing rights (note 7)		3,991			12,870
	$	1,049,105		$	814,859

Liabilities
Current liabilities
Bank overdraft	$	-		$	17,152
Accounts payable and accrued liabilities (note 8(c))		1,069,567			875,291
Loans payable (note 8(d))		135,016			92,974
Current obligation under capital leases (note 9)		1,673			6,518
		1,206,256			991,935
Shareholders’ (deficiency) equity
Share capital (note 10)		23,415,714			22,639,945
Contributed surplus (note 11)		1,099,580			941,722
Deficit		(24,672,445	)		(23,758,743	)
		(157,151	)		(177,076	)
	$	1,049,105		$	814,859

“Art Cowie”	Director

“Donald Harris”	Director

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 the Horsepower® World Pool live and virtual Lottery systems, ‘Racing the World’, an Advanced Deposit Wagering site, and ThoroughbredStyle Magazine. 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.

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%

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.

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.

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		May 31
		2007		Additions		Write off		2008
Acquisition cost	$	62,300	$	-	$	-	$	62,300
Legal and consulting fees		83,191		-		-		83,191
	$	145,491	$	-	$	-	$	145,491

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 May 31, 2008.

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

	(c)	Breezestreams project

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

6.	Investment and Advances to Related and Affiliated 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 third quarter of this year, the Company made advances valued at $61,499 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 May 31, 2008, the Company recorded an equity loss of $39,037 in Silks Media, and reduced the carrying value of its investment accordingly which resulted in a value of $304,560.

	In February of this year, the Company incorporated Silks Corporation and published its intention to distribute the shares to Sungold shareholders. As of May 31, 2008, the Company had made advances of $4,248 to Silks Corporation, which are unsecured, non-interest bearing with no specific terms of repayment.

7.	Marketing Rights

August 31		Accumulated	May 31
2007	Additions	Amortization	2008
$25,740	$3,095	$24,844	$3,991

8.	Related Party Transactions and Balances

	a)	During the quarter, salaries, directors’ fees, and bookkeeping services of $59,610 (May 2007 - $79,700) were paid in cash to directors and officers of the Company and subsidiaries of the Company.

	b)	Accounts payable includes $165,518 owed to directors, officers and management for salaries, management fees and consulting services rendered (May 2007 – $155,487). The amounts are unsecured, non-interest bearing and have no repayment terms.

	c)	The loans payable of $135,016 are unsecured, non-interest bearing advances from shareholders and directors and have no specified repayment terms (May 2007 – $24,266).

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:

	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:

				May 31				August 31
				2008				2007
		Cost		Less		Net Book		Net Book
				Accumulated		Value		Value
				Amortization
Software – Horsepower®	$	1,033,216	$	739,549	$	293,667	$	345,490
Computer hardware		327,801		295,156		32,645		27,183
Leased computer equipment		10,488		6,341		4,147		5,352
Office equipment		10,723		2,594		8,129		9,563
	$	1,382,228	$	1,043,640	$	338,588	$	387,588

	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%

10.	Share Capital - continued

	b) Stock options and stock-based compensation – continued

10.	Share Capital - continued

	c) Share purchase warrants

10.	Share Capital - continued

	c) share purchase warrants – continued

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

		Third quarter ended		Year-to-Date		Year Ended
		May 31		May 31		August 31
		2008		2008		2007
Contributed surplus, beginning of period	$	1,059,075	$	941,722	$	254,587
Stock-based compensation (note 10(b))		-		-		432,293
Fair value of warrants (note 10(c))		40,505		157,858		254,842
Contributed surplus, end of period	$	1,099,580	$	1,099,580	$	941,722

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

	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 $57,858 from the issuance of 858,334 private placement units, for an average share price of $0.07 per share.