SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

                 Quarterly Report Under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934


                For the Quarterly Period ended September 30, 2005


                         Commission File Number 0-50236


                           HORNBY INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


       DELAWARE                                          95-4708001
(State of Incorporation)                    (I.R.S. Employer Identification No.)


             201 San Vicente Blvd., Suite 7, Santa Monica, CA 90402
                    (Address of Principal Executive Offices)


                                  (310)393-3153
                           (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

There were 1,121,000 shares of Common Stock outstanding as of September 30,
2005.
<PAGE>
                          PART I FINANCIAL INFORMATION

PRESENTATION OF UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited consolidated financial statements have been prepared in accordance
with rules of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations and cash flows, in conformity with
generally accepted accounting principles. The information furnished in the
opinion of management, reflects all adjustments necessary to present fairly, and
not misleading, the financial position as of September 30, 2005 and results of
operations and cash flows for the three months ended September 30, 2005 and
2004. The results of operations are not necessarily indicative of results, which
may be expected for any other interim period, or for the year as a whole.

                                       1
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                   As of              As of
                                                                September 30,        June 30,
                                                                    2005               2005
                                                                  --------           --------
<S>                                                               <C>                <C>
                                     ASSETS
CURRENT ASSETS
  Cash                                                            $  4,862           $     63
                                                                  --------           --------
TOTAL CURRENT ASSETS                                                 4,862                 63
                                                                  --------           --------

      TOTAL ASSETS                                                $  4,862           $     63
                                                                  ========           ========

LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Loan payable (a related party)                                  $  6,613           $  6,613
                                                                  --------           --------
TOTAL CURRENT LIABILITIES                                            6,613              6,613
                                                                  --------           --------

      TOTAL LIABILITIES                                              6,613              6,613

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, ($.0001 par value, 20,0000
   shares authorized; none issued and outstanding.)                     --                 --
  Common stock ($.0001 par value, 80,000,000
   shares authorized; 1,121,000 shares issued and
   outstanding as of September 30, 2005 and
   June 30, 2005)                                                      112                112
  Paid-in capital                                                   35,165             30,165
  Deficit accumulated during development stage                     (37,028)           (36,827)
                                                                  --------           --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                (1,751)            (6,550)
                                                                  --------           --------
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)          $  4,862           $     63
                                                                  ========           ========
</TABLE>

                       See Notes to Financial Statements

                                       2
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                      August 26, 1998
                                            Three Months          Three Months          (inception)
                                               Ended                 Ended                through
                                            September 30,         September 30,         September 30,
                                               2005                  2004                  2005
                                            -----------           -----------           -----------
<S>                                         <C>                   <C>                   <C>
REVENUES
  Revenues                                  $        --           $        --           $       200
                                            -----------           -----------           -----------
TOTAL REVENUES                                       --                    --                   200

GENERAL & ADMINISTRATIVE EXPENSES                   201                 2,664                37,228
                                            -----------           -----------           -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES             201                 2,664                37,228
                                            -----------           -----------           -----------

NET LOSS                                    $      (201)          $    (2,664)          $   (37,028)
                                            ===========           ===========           ===========

BASIC LOSS PER SHARE                        $     (0.00)          $     (0.00)
                                            ===========           ===========
WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                   1,121,000             1,121,000
                                            ===========           ===========
</TABLE>

                       See Notes to Financial Statements

                                       3
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
          From August 26, 1998 (inception) through September 30, 2005
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                      Accumulated
                                                             Common      Additional     During
                                              Common         Stock        Paid-in     Development
                                              Stock          Amount       Capital        Stage          Total
                                              -----          ------       -------        -----          -----
<C>                                        <C>             <C>           <C>          <C>            <C>
Stock issued for cash on August 26,
1998 @ $0.001 per share                     1,000,000       $   100       $   900      $     --       $  1,000

Stock issued from sale of private
placement (note 1) on February 17,
1999 @ $0.10 per share                        121,000            12        12,088            --         12,100

Net loss, August 26, 1998 (inception)
through June 30, 1999                                                                    (5,628)        (5,628)
                                            ---------       -------       -------      --------       --------
BALANCE, JUNE 30, 1999                      1,121,000           112        12,988        (5,628)         7,472
                                            ---------       -------       -------      --------       --------

Net loss, June 30, 2000                                                                  (7,143)        (7,143)
                                            ---------       -------       -------      --------       --------
BALANCE, JUNE 30, 2000                      1,121,000           112        12,988       (12,771)           329
                                            ---------       -------       -------      --------       --------

Net loss, June 30, 2001                                                                  (2,176)        (2,176)
                                            ---------       -------       -------      --------       --------
BALANCE, JUNE 30, 2001                      1,121,000           112        12,988       (14,947)        (1,847)
                                            ---------       -------       -------      --------       --------

Net loss, June 30, 2002                                                                  (2,094)        (2,094)
                                            ---------       -------       -------      --------       --------
BALANCE, JUNE 30, 2002                      1,121,000           112        12,988       (17,041)        (3,941)
                                            ---------       -------       -------      --------       --------

Net loss, June 30, 2003                                                                  (3,697)        (3,697)
                                            ---------       -------       -------      --------       --------
BALANCE, JUNE 30, 2003                      1,121,000       $   112       $12,988      $(20,738)      $ (7,638)
                                            ---------       -------       -------      --------       --------

Contributed Capital                                                         8,049                        8,049

Contributed Capital                                                         1,628                        1,628

Net loss,  June 30, 2004                                                                 (5,227)        (5,227)
                                            ---------       -------       -------      --------       --------
BALANCE, JUNE 30, 2004                      1,121,000       $   112       $22,665      $(25,965)      $ (3,188)
                                            ---------       -------       -------      --------       --------
Contributed Capital                                                         7,500                        7,500

Net loss, June 30, 2005                                                                 (10,862)       (10,862)
                                            ---------       -------       -------      --------       --------
BALANCE, JUNE 30, 2005                      1,121,000       $   112       $30,165      $(36,827)      $ (6,550)
                                            ---------       -------       -------      --------       --------
Contributed Capital                                                         5,000                        5,000

Net loss, September 30, 2005                                                               (201)          (201)
                                            ---------       -------       -------      --------       --------
BALANCE, SEPTEMBER 30, 2005                 1,121,000       $   112       $35,165      $(37,028)      $ (1,751)
                                            =========       =======       =======      ========       ========
</TABLE>
                       See Notes to Financial Statements

                                       4
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  August 26, 1998
                                                              Three Months       Three Months      (inception)
                                                                 Ended              Ended            through
                                                              September 30,      September 30,       June 30,
                                                                 2005               2004               2005
                                                               --------           --------           --------
<S>                                                            <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                            $   (201)          $ (2,664)          $(37,028)
  Adjustments to reconcile net income to net
   cash provided by (used in) operating activities:
    Amortization                                                     --                 --                351
    (Increase) decrease in organization costs                        --                 --               (351)
  Changes in operating assets and liabilities:
    Increase (decrease) in accounts payable                          --              1,200                 --
    Increase (decrease) in loans payable                             --              2,500              6,613
                                                               --------           --------           --------
       NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES         (201)             1,036            (30,415)

CASH FLOWS FROM INVESTING ACTIVITIES

       NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES           --                 --                 --

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of commons stock                            --                 --                112
  Proceeds from issuance of paid in capital                       5,000                 --             35,165
                                                               --------           --------           --------
       NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES        5,000                 --             35,277
                                                               --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                   4,799              1,036              4,862

CASH AT BEGINNING OF PERIOD                                          63                425                 --
                                                               --------           --------           --------
CASH AT END OF PERIOD                                          $  4,862           $  1,461           $  4,862
                                                               ========           ========           ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
  Interest paid                                                $     --           $     --           $     --
                                                               ========           ========           ========
  Income taxes paid                                            $     --           $     --           $     --
                                                               ========           ========           ========
</TABLE>
                       See Notes to Financial Statements

                                       5
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2005


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was  incorporated on August 26, 1998, under the laws of the State of
Delaware, as Hornby  International,  Inc. The Company is engaged in the business
of online proofreading and editing services,  including copyediting,  rewriting,
format correction and  copyrighting.  As of November 2004, the Company has begun
its  initial  operations  and in  accordance  with  SFAS  # 7,  the  Company  is
considered a development stage company.

On August 26, 1998, the Company issued  1,000,000 shares of its $0.001 par value
common stock for cash of $1,000.

On February 22, 1999 the Company  completed a private  placement  of  securities
without  registration  under the Securities Act of 1933, as amended (The "Act"),
in reliance upon the exemption  from  registration  afforded by sections 4(2) of
the  securities  Act. The Company sold 121,000 shares of common stock at a price
of $0.10 per share for a total amount raised of $12,100.

As of  September  30,  2005 the  Company had  1,121,000  shares of common  stock
outstanding.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The  financial  statements  have  been  prepared  using  the  accrual  basis  of
accounting.  Under the accrual  basis of  accounting,  revenues  are recorded as
earned and expenses  are  recorded at the time  liabilities  are  incurred.  The
Company has adopted a June 30, year-end.

B. USE OF ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported  amounts of revenues and expenses during the reporting  period.  In
the  opinion  of  management,  all  adjustments  necessary  in order to make the
financial  statements  not misleading  have been included.  Actual results could
differ from those estimates.

C. CASH EQUIVALENTS

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less when purchased to be cash equivalents.

                                       6
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2005


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

D. BASIC EARNINGS (LOSS) PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective August 26, 1998 (inception).

Basic net loss per share  amounts is computed by dividing  the net income by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings  per share due to the lack of dilutive  items in
the Company.

E. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

NOTE 3. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common or preferred stock.

                                       7
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2005


NOTE 4. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated net losses of
$37,028 during the period from August 26, 1998 (inception) through September 30,
2005. This condition  raises  substantial  doubt about the Company's  ability to
continue as a going concern.  The Company's  continuation  as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be  required  and  ultimately  to  attain  profitability.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

Management  plans to raise  additional  funds through debt or equity  offerings.
Management  has yet to decide what type of offering  the Company will use or how
much capital the Company will raise. There is no guarantee that the Company will
be able to raise any capital through any type of offerings.

NOTE 5. RELATED PARTY TRANSACTION

The Company's neither owns nor leases any real or personal property.  A director
without  charge  provides  office  services.  Such costs are  immaterial  to the
financial  statements and,  accordingly,  have not been reflected  therein.  The
officers and directors of the Company are involved in other business  activities
and may, in the future,  become involved in other business  opportunities.  If a
specific  business  opportunity  becomes  available,  such  persons  may  face a
conflict in selecting  between the Company and their other  business  interests.
The Company has not formulated a policy for the resolution of such conflicts.

The note payable represents a loan from a related party.  Currently there are no
repayment terms nor is there interest being charged.

                                       8
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                            As of September 30, 2005


NOTE 6. INCOME TAXES

                                                        As of September 30, 2005
                                                        ------------------------
     Deferred tax assets:
     Net operating tax carryforwards                             $  5,554
     Other                                                              0
                                                                 --------
     Gross deferred tax assets                                      5,554
     Valuation allowance                                           (5,554)
                                                                 --------

     Net deferred tax assets                                     $      0
                                                                 ========

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

NOTE 7. SCHEDULE OF NET OPERATING LOSSES

     1998 Net Operating Loss                                     $ (5,628)
     1999 Net Operating Loss                                       (7,143)
     2000 Net Operating Loss                                       (2,176)
     2001 Net Operating Loss                                       (2,094)
     2002 Net Operating Loss                                       (3,697)
     2003 Net Operating Loss                                       (5,227)
     2004 Net Operating Loss                                      (10,862)
     2005 Net Operating Loss (three months)                          (201)
                                                                 --------

     Net Operating Loss                                          $(37,028)
                                                                 ========

As of September 30, 2005, the Company has a net operating loss  carryforward  of
approximately  $37,028,  which  will  expire 20 years from the date the loss was
incurred.

                                       9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

Information provided in this Quarterly report on Form 10QSB may contain
forward-looking statements within the meaning of Section 21E or Securities
Exchange Act of 1934 that are not historical facts and information. These
statements represent the Company's expectations or beliefs, including, but no
limited to, statements concerning future and operating results, statements
concerning industry performance, the Company's operations, economic performance,
financial conditions, margins and growth in sales of the Company's products,
capital expenditures, financing needs, as well assumptions related to the
forgoing. For this purpose, any statements contained in this Quarterly Report
that are not statement of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are based on current expectations
and involve various risks and uncertainties that could cause actual results and
outcomes for future periods to differ materially from any forward-looking
statement or views expressed herein. The Company's financial performance and the
forward-looking statements contained herein are further qualified by other risks
including those set forth from time to time in the documents filed by the
Company with the Securities and Exchange Commission, including the Company's
Form 10KSB for the year ended June 30, 2005.

CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30,
2005

Hornby International's cash balance as of September 30, 2005 is $4,862. We had
no revenues for the quarter ending September 30, 2005 and none for the same
quarter ending 2004. Operating Expenses were $201 for the three months ended
September 30, 2005 and $2,664 for the same period in 2004. We believe with our
existing cash, expected revenues and commitments of additional funding from our
officer and directors, we will be able to continue our operations for the next
twelve months, or until we can obtain additional capital from outside sources.
In order to achieve our business plan goals, we have decided to raise capital
through the sale of equity securities. We are a development stage company and
have generated minimal revenue through September 30, 2005. We have sold $13,100
in equity securities to pay for our prior minimum level of operations.

The report of our independent registered public accounting firm states due to
our net loss and limited operations, there is substantial doubt as to our
ability to continue as a going concern. In order to remain a going concern and
meet our business plan goals, we plan to raise $150,000 through the sale of
equity securities. If we are unsuccessful at raising these funds, we plan to
rely upon our officer and directors to continue to provide sufficient funding to
advance our business plan over the next twelve months and seek new customers.

PLAN OF OPERATION

We formed our company to create an online proofreading and editing service that
specializes in improving text in all forms: business plans, term papers, theses,
manuscripts, novels, promotional literature, screenplays, marketing documents,
etc. As of this filing, we have begun offering services to the public.

Our business plan is for a proposed online proofreading and editing service
specializing in proofreading, copyediting, structural editing, and rewriting.
Professional writing services (copywriting) will also be available. A client's
work will be evaluated, we will estimate our fees via e-mail or fax, and the
finished work will be returned to the client through the same medium. Management
has extensive experience in the editing and proofreading business and believes

                                       10
<PAGE>
there is a viable market for our planned business services based upon the many
existing editing and proofreading companies in the U.S. We believe that whether
a client is writing an important letter, academic paper or business proposal,
professional editing makes their words and message sound better, work better and
achieve their desired results. We believe our planned proofreading and editing
expertise will enhance our client's ability to create high-quality written
materials for printed or digital purposes.

As of the date of this filing, we have taken the following steps: developed our
business plan, we have purchased the URL (domain name) for our web site, begun
initial sales and made our company's business and financial information
available to the public through filings with the Securities and Exchange
Commission subject to disclosure rule of the Exchange Act of 1934. We have
contacted a market maker to apply to have the common shares of the Company
quoted on the Over the Counter Electronic Bulletin Board. Our business plan
includes raising cash of $150,000 by January 2006.

We have decided to seek funding through the sale of additional equity
securities, however, we have not yet identified any potential purchasers of our
securities. After securing our funding, our business plan goals include our need
to budget for the first year $18,000 for operating expenses, $25,000 for the
purchase of equipment and furniture, $20,000 for the development of our website,
$15,000 for a marketing manager, $20,000 for marketing and advertising, $9,000
for a proofreader-editor, and $6,000 for an office assistant-bookkeeper. We
currently have no known source for these funds.

In order to fully implement our business plan we need to raise $150,000 in
funding. We plan to use this funding and funding from our officer and directors
to provide cash for our business plan during the next twelve months as cash flow
from sales is not estimated to begin until April 2006. As of the date of this
filing, we have not identified any potential purchasers of our securities and
have not initiated any fund raising efforts. We will face considerable risk in
each of our business plan steps, such as difficulty of hiring competent
personnel within our budget, a shortfall of funding due to our inability to
raise capital. If no funding is received during the next twelve months, we will
be forced to rely on existing cash in the bank and funds loaned by our officer
and the directors. Hornby International's officers and directors have given us
verbal commitments for nominal funding, but have made no formal commitments,
arrangements or legal obligation to advance or loan funds to Hornby
International. As of the date of this filing, we have a need for additional
funds, and our directors have verbally stated they will advance funds sufficient
to maintain the company's operations for the next twelve months. In this type of
restricted cash flow scenario, we would be unable to complete all of our
business plan steps, and would, instead, delay all cash intensive activities.
Without necessary cash flow, Hornby International may have only nominal
operating activities during the next twelve months, or until such time as
necessary funds could be raised in the equity securities market.

We plan to purchase approximately $25,000 in furniture, computers, and software
during the next twelve months. Our business plan provides for us to hire two new
employees during the next twelve months.

                                       11
<PAGE>
RISKS

Investors in Hornby International should carefully consider the following risk
factors associated with our plans and product:

AS OF THE DATE OF THIS FILING WE ARE A DEVELOPMENT STAGE COMPANY WITH LITTLE
REVENUE. THIS WILL MAKE IT DIFFICULT FOR OUR SHAREHOLDERS TO EVALUATE OUR FUTURE
PLANS AND PROSPECTS.

     Investors should carefully evaluate any investment in our company due to
     the inherent risks, expenses, delays, and difficulties that will likely be
     a part of our development. As we are implementing a business plan with
     initial revenues, we expect to incur net losses in the foreseeable future.

OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING
CONCERN. INCLUDED IN THE FOOTNOTES TO OUR AUDITED FINANCIAL STATEMENTS IS A
STATEMENT DESCRIBING OUR GOING CONCERN STATUS. IF OUR BUSINESS PLAN FOR THE
FUTURE IS NOT SUCCESSFUL, INVESTORS WILL LIKELY LOSE ALL OF THEIR INVESTMENT IN
OUR STOCK.

     As noted in our accompanying financial statements, our current financial
     condition of nominal assets and capital, and only initial revenues create
     substantial doubt as to our ability to continue as a going concern. If our
     business plan does not work, we could remain as a start-up company with no
     material operations, revenues, or profits.

AS OF THE DATE OF THIS FILING, HORNBY INTERNATIONAL HAS JUST BEGUN EARNING
REVENUE. WITHOUT SIGNIFICANT USER DEMAND FOR OUR SERVICES, THE COMPANY COULD
HAVE CONTINUED NEGATIVE CASH FLOW AND BE UNABLE TO REMAIN IN BUSINESS.

     The lack of a material proven market for our services means that the true
     market for this service may be minor or nonexistent. This could result in
     little or no sales.

OUR BUSINESS STRATEGY REQUIRES US TO RAISE CASH OF $150,000. WITHOUT THIS
FUNDING, WE COULD REMAIN AS A DEVELOPMENT STAGE COMPANY WITH MINIMAL MATERIAL
OPERATIONS, REVENUES, OR PROFITS.

     We require new funding of $150,000 in order to implement all of our
     business plan. We have not determined a source of this funding. We
     currently have no funding commitments from any individuals or entities. If
     we use equity capital as a source of funding, potential new shareholders
     may be unwilling to accept either the likely dilution of their per share
     value or the high level of risk involved with our unproven new product.
     Without this funding, we may be only partially successful or completely
     unsuccessful in implementing our business plan, and our shareholders may
     lose part or all of their investment.

OUR COMPETITORS HAVE BEEN IN BUSINESS LONGER THEN WE HAVE AND HAVE SUBSTANTIALLY
GREATER RESOURCES THAN WE DO. SHOULD WE BE UNABLE TO ACHIEVE ENOUGH CUSTOMER
MARKET SHARE IN OUR INDUSTRY, WE MAY EXPERIENCE LOWER LEVELS OF REVENUE THAN OUR
BUSINESS PLAN ANTICIPATES.

     In our initial revenue stage, we will have size and market share
     disadvantages as we attempt to implement our marketing plan. We plan to
     market it by Internet and direct advertising, utilizing the services of a
     marketing manager. However, we may be unsuccessful in achieving our sales
     goals and market share and, therefore, be unable to ever become a
     competitive force in our industry.

                                       12
<PAGE>
THERE IS NO CURRENT PUBLIC MARKET FOR OUR SECURITIES. WE HAVE NO CURRENT PUBLIC
OFFERING AND NO PROPOSED PUBLIC OFFERING OF OUR EQUITY. AS OUR STOCK IS NOT
PUBLICLY TRADED, INVESTORS SHOULD BE AWARE THEY PROBABLY WILL BE UNABLE TO SELL
THEIR SHARES AND THEIR INVESTMENT IN OUR SECURITIES IS NOT LIQUID.

     We are not registered on any public stock exchange, however, we have
     contacted a market maker to apply for trading on the OTC Electronic
     Bulletin Board. We do not know when we will be approved for trading, if at
     all, and there is no guarantee of trading volume or trading price levels
     sufficient for investors to sell their stock, recover their investment in
     our stock, or profit from the sale of their stock.

OUR SOLE OFFICER BENEFICIALLY OWNS 89% OF THE OUTSTANDING SHARES OF OUR COMMON
STOCK. IF SHE CHOOSES TO SELL HER SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE
EFFECT ON THE MARKET PRICE OF OUR STOCK.

     Due to the controlling amount of our officer and director's share ownership
     in our company, if she decides to sell her shares in the public market, the
     market price of our stock could decrease and all shareholders suffer a
     dilution of the value of their stock.

MS. BROGAN, OUR SOLE OFFICER, WHILE BENEFICIALLY OWNING 89% OF THE OUTSTANDING
SHARES OF OUR COMMON STOCK, CONTROLS THE BUSINESS OPERATIONS OF THE COMPANY
INCLUDING THE ELECTION OF DIRECTORS. THERE MAY ARISE, IN THE FUTURE, POTENTIAL
CONFLICTS OF INTEREST BETWEEN MS. BROGAN AND THE INTERESTS OF MINORITY
SHAREHOLDERS.

     We have not formulated a plan to resolve any potential conflicts that may
     arise between the Ms. Brogan and minority shareholders, however Ms. Brogan
     will consider what is in the best interests of the company and all of its
     shareholders.

OUR CURRENT OFFICER, MAUREEN BROGAN, AND OUR CURRENT DIRECTORS, MAUREEN BROGAN
AND ELAINE SULIMA, ARE THE SOLE OFFICER AND DIRECTORS OF THE COMPANY AND AT THE
SAME TIME ARE INVOLVED IN OTHER BUSINESS ACTIVITIES. HORNBY'S NEEDS FOR THEIR
TIME AND SERVICES COULD CONFLICT WITH THEIR OTHER BUSINESS ACTIVITIES. THIS
POSSIBLE CONFLICT OF INTEREST COULD RESULT IN THEIR INABILITY TO PROPERLY MANAGE
HORNBY'S AFFAIRS, RESULTING IN OUR REMAINING A SMALL COMPANY WITH NO MATERIAL
OPERATIONS, REVENUES, OR PROFITS.

         We have not formulated a plan to resolve any possible conflicts that
         may arise between our needs for Ms. Brogan and Ms. Sulima's services
         and their other business responsibilities.

IF WE BECOME LISTED FOR TRADING ON THE OTC ELECTRONIC BULLETIN BOARD, THE
TRADING IN OUR SHARES MAY BE REGULATED BY SECURITIES AND EXCHANGE COMMISSION
RULE 15G-9 WHICH ESTABLISHED THE SALES PRACTICE REQUIREMENTS FOR LOW PRICED
SECURITIES OR "PENNY STOCK."

     The Securities and Exchange Commission Rule 3a51-1 established the
     definition of a "penny stock", for the purposes relevant to the company, as
     any equity security that has a market price of less than $5.00 per share or
     with an exercise price of less than $5.00 per share, subject to certain
     exceptions. For any transaction involving a penny stock, unless exempt, the
     rules require: (i) that a broker or dealer approve a person's account for
     transactions in penny stocks; and (ii) the broker or dealer receive from
     the investor a written agreement to the transaction, setting forth the

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     identity and quantity of the penny stock to be purchased. In order to
     approve a person's account for transactions in penny stocks, the broker or
     dealer must (i) obtain financial information and investment experience
     objectives of the person; and (ii) make a reasonable determination that the
     transactions in penny stocks are suitable for that person and the person
     has sufficient knowledge and experience in financial matters to be capable
     of evaluating the risks of transactions in penny stocks. The broker or
     dealer must also deliver, prior to any transaction in a penny stock, a
     disclosure schedule prepared by the broker-dealer relating to the penny
     stock market, which, in highlight form, (i) sets forth the basis on which
     the broker or dealer made the suitability determination; and (ii) that the
     broker or dealer received a signed, written agreement from the investor
     prior to the transaction. The effective result of this Rule 15g-9, is that
     if the share price is below $5.00 there will be fewer purchasers qualified
     by their brokers to purchase shares of the company, and therefore a less
     liquid market for the securities.

ITEM 3. CONTROLS AND PROCEDURES

The Company's president acts both as the Company's chief executive officer and
chief financial officer and is responsible for establishing and maintaining
disclosure controls and procedures for the Company.

(a) Evaluation of Disclosure Controls and Procedures

Based on her evaluation as of September 30, 2005, the chief executive officer
and chief financial officer has concluded that the Company's disclosure controls
and procedures (as defined in Rule 13a-14(c) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended) are effective to ensure that information
required to be disclosed by the Company in reports that the Company files or
submits under the Securities Exchange Act, as amended is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission.

(b) Changes in Internal Controls

Based on her evaluation as of September 30, 2005, the chief executive officer
and chief financial officer has concluded that there were no significant changes
in the Company's internal controls over financial reporting or in any other
areas that could significantly affect the Company's internal controls subsequent
to the date of her most recent evaluation, including corrective actions with
regard to significant deficiencies and material weaknesses.

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                            PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        31.1  302 Certification of Chief Executive Officer
        31.2  302 Certification of Chief Financial Officer
        32.1  906 Certification of Chief Executive Officer
        32.2  906 Certification of Chief Financial Officer

                                   SIGNATURES

Pursuant to the requirements of the Exchange, the registrant caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.

HORNBY INTERNATIONAL, INC.

Date: 11/16/05


By: /s/ Maureen Brogan
   -------------------------------
   Maureen Brogan, President

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