UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):	OMB APPROVAL
	OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response .... 2.50
	SEC FILE NUMBER 000-30006

[] Form 10-K    [ x ] Form 20-F    [] Form 11-K
[] Form 10-Q    [] Form 10-D    [] Form N-SAR    [] Form N-CSR

For Period Ended: August 31, 2008

[]	Transition Report on Form 10-K
[]	Transition Report on Form 20-F
[]	Transition Report on Form 11-K
[]	Transition Report on Form 10-Q
[]	Transition Report on Form N-SAR

For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

SUNGOLD INTERNATIONAL HOLDINGS CORP.
Full Name of Registrant

N/A
Former Name if Applicable

300 - 940 The East Mall
Address of Principal Executive Office (Street and Number)

Toronto, Ontario, Canada M9B 6J7
City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Management of Sungold International Holdings Corp. (the "Company") was unable to obtain certain of the financial information necessary to complete the preparation of the Company's Annual Report on Form 20-F and the review of the Form 20-F by the Company's auditors in time for filing. Such information is required in order to prepare a complete filing. As a result of this delay, the Company is unable to file its Annual Report on Form 20-F within the prescribed time period without unreasonable effort or expense. The Company expects to file within the extension period.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

KEITH BLACKWELL	416	621-4519
(Name)	(Area Code)	(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). [ x ] Yes [] No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [] Yes [ x ] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

SUNGOLD INTERNATIONAL HOLDINGS CORP.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 26, 2009	By:	/s/ Keith Blackwell
		KEITH BLACKWELL
	Title:	Chief Executive Officer and Chief Financial Officer