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 March, 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	Notice of Change of Auditors dated March 20, 2008
99.2	MSCM Change Auditor Letter dated March 24, 2008
99.3	Notice of Change of Auditors dated March 26, 2008

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 1, 2008	By:	/s/ Keith Blackwell
		Keith Blackwell
	Title:	Chief Executive Officer

EX-99.1

 

NOTICE OF CHANGE OF AUDITOR PURSUANT TO NATIONAL INSTRUMENT 51-102

Sungold International Holdings Corp. (the “Company”) is changing its auditor from Mintz & Partners LLP, Chartered Accountants, now part of Deloitte & Touche LLP, 200 – 1 Concorde Gate, North York, ON . M3C 4G4 (the “Former Auditor”), to MSCM LLP, Chartered Accountants, 701 Evans Avenue, 8^th Floor, Toronto Ontario, M9C 1A3

The resignation of the Former Auditor and the appointment of MSCM LLP, Chartered Accountants were approved by the Company’s Board of Directors. The change of auditor will be ratified at the next annual meeting of shareholders.

The Company confirms that there were no reservations in any audit reports issued by the Former Auditor for any financial statements of the Company relating to the period commencing on January 19, 2007 and ending on the date of resignation of the Former Auditor.

As at the date hereof, there are no reportable events, including disagreements, consultations or unresolved issues, as such terms are defined in National Instrument 51-102 Continuous Disclosure Obligations.

Dated this 20^th day of March, 2008.

SUNGOLD INTERNATIONAL HOLDINGS CORP.

/s/T.K. Blackwell, President and CEO

______________________________________________

300 - 940 THE EAST MALL . TORONTO ONTARIO CANADA M9B 6J7 . TEL: 416 620 1545  . FAX: 416 622 0333

EX-99.2

 

EX-99.3

 

 

NOTICE OF CHANGE OF AUDITOR
PURSUANT TO NATIONAL INSTRUMENT 51-102

Sungold International Holdings Corp. (the “Company”) is changing its auditor from Mintz & Partners LLP, Chartered Accountants, now part of Deloitte & Touche LLP, 200 – 1 Concorde Gate, North York, ON . M3C 4G4 (the “Former Auditor”), to MSCM LLP, Chartered Accountants, 701 Evans Avenue, 8^th Floor, Toronto Ontario, M9C 1A3

The resignation of the Former Auditor and the appointment of MSCM LLP, Chartered Accountants were approved by the Company’s Board of Directors. The change of auditor will be ratified at the next annual meeting of shareholders.

The Company confirms that there were no reservations in any audit reports issued by the Former Auditor for any financial statements of the Company relating to the period commencing on January 19, 2007 and ending on the date of resignation of the Former Auditor.

As at the date hereof, there are no reportable events, including disagreements, consultations or unresolved issues, as such terms are defined in National Instrument 51-102 Continuous Disclosure Obligations.

Dated this 20^th day of March, 2008.

SUNGOLD INTERNATIONAL HOLDINGS CORP.

/s/T.K. Blackwell, President and CEO

______________________________________________

300 - 940 THE EAST MALL . TORONTO ONTARIO CANADA M9B 6J7 . TEL: 416 620 1545  . FAX: 416 622 0333