U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A
                                 Amendment No. 2

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the Year Ended June 30, 2003

                         Commission File Number 0-50236


                           HORNBY INTERNATIONAL, INC.
                 (Name of Small Business Issuer in Its Charter)


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


201 San Vicente Blvd, Suite 7, Santa Monica, CA                   90402
  (Address of principal Executive Offices)                      (Zip Code)

                                 (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 of 1934 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 [ ]

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. Yes [X] No [ ]

The issuer had no revenues for the year ended June 30, 2003.

As of June 30, 2003, the registrant had 1,121,000 shares of common stock, $.0001
par value, issued and outstanding.  No market value has been computed based upon
the fact that no market has been established at this time.

DOCUMENTS INCORPORATED BY REFERENCE
<PAGE>
                               TABLE OF CONTENTS

PART I.....................................................................  1
ITEM 1.  DESCRIPTION OF BUSINESS...........................................  1
ITEM 2.  DESCRIPTION OF PROPERTY...........................................  5
ITEM 3.  LEGAL PROCEEDINGS.................................................  6
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.............  6

PART II....................................................................  6
ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS..........  6
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.........................................  6
ITEM 7.  FINANCIAL STATEMENTS .............................................  7
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND
         FINANCIAL DISCLOSURE..............................................  7

PART III...................................................................  8
ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................  8
ITEM 10. EXECUTIVE COMPENSATION............................................  9
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................................. 10
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................... 10
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.................................. 10
ITEM 14. CONTROLS AND PROCEDURES........................................... 11
SIGNATURES................................................................. 11
<PAGE>
                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS

We are currently a development stage company.

We intend to create an online  proofreading and editing service that specializes
in  improving  text of all forms:  term  papers,  theses,  manuscripts,  novels,
promotional literature, screenplays, marketing documents, etc. This service will
specialize  in  proofreading,  copyediting,  structural  editing and  rewriting.
Professional writing services  (copywriting) will also be available.  A client's
work can be  evaluated  and  estimated  via e-mail or fax and  returned  to them
through the same vehicle.  Management  believes there is a tremendous demand for
this service, 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 the desired results.

We will assess the  objective of the client's  document and help them to achieve
it by providing a variety of services, specifically tailored to the needs of the
individual client. The types of services are as follows:

     Proofreading. This is the most basic service and involves the correction of
     errors in spelling, grammar, punctuation or usage and polishing the copy to
     ensure  consistency  of style  and  elimination  of errors  that  undermine
     credibility and draw attention away from the client's ideas.

     Copyediting.  This  service  involves  refining  details,  changing  poorly
     phrased  sections of text and trimming  away excess so that ideas flow more
     smoothly and  effectively  to ensure that the  client's  ideas are conveyed
     concisely.

     Structural Editing. This service involves reworking logic, verbiage and the
     organization of a document to ensure that it is presented appropriately for
     the intended audience to maximize impact.

     Rewriting. If a client requests a text edit and we judge the material to be
     too  problematic  we may  present  them with the  option of having the text
     rewritten.  Utilizing  the  original  text  as  the  source  of  ideas  and
     information  we will  rewrite  the  document,  developing  content  that is
     logical  and  accurate,   transforming  it  into  a   well-structured   and
     easy-to-read presentation of the original idea.

     Copywriting. This is a professional writing service, rather than a "repair"
     service.  In addition to the  client's  general  idea,  existing  notes and
     background  information,  we will  also do our own  research  to  prepare a
     complete well-written document.

DISTRIBUTION METHODS OF PRODUCTS OR SERVICES

The  client  will  send  potential  work  to  Hornby  utilizing  our  web  site,
www.hornbyexpress.com,  e-mail or fax.  We will  assess  the work and choose the
service which we feel best meets the needs of the client.  Upon client  approval
of the services and associated fees, we will make the necessary  corrections and
send the work back to the  client  via fax or  e-mail.  For  clients  in the Los
Angeles or New York Metro areas, a messenger  service can be used for large jobs
or upon  request.  We will also  offer  maintenance  contracts  to handle  rapid
changes to documents that are modified frequently.

                                       1
<PAGE>
STATUS OF ANY PUBLICLY ANNOUNCED  NEW PRODUCTS OR SERVICES

Hornby  International  has no new product or service planned or announced to the
public.

COMPETITION AND COMPETITIVE POSITION

There   are   many   companies   in  the   online   editing   field.   Such  as;
www.editavenue.com,  www.scribendi.com,,  www.paladincommunications.com  However
management  believes  it is  through  the  Internet  our  service  will  be most
successful,  because the Internet allows easy and cost-effective  access between
us and our clients.  Based upon our management's  experience in the proofreading
and editing  business,  we believe  competition in the online  editing  industry
tends to be based on  turnaround  time and depth of services.  Our goal is to be
better than our competitors in two critical areas: First, we intend to hire only
employees with broad  proofreading and editing skills so that we can efficiently
offer the highest quality  services that include basic  proofreading and editing
coupled  with an array  of  complementary  services,  i.e.  structural  editing,
rewriting,  copywriting,  and research.  Second,  our director has completed the
written design and specifications for the first phase of our proprietary editing
system,  which is  intended  to allow our  future  clients  to post  their  jobs
directly  onto  our web  site so that we may  directly  modify  original  client
documents. Our system will allow us to interactively modify client documents and
eliminate  repetitive and time  consuming  transfers of documents back and forth
between us and our clients.  We intend to complete the interactive  phase of our
editing  system  design  as we  develop  our web  site.  We are not aware of any
significant barriers to our entry into the online  editing/proofreading  market,
however, at this time, we have no sales or share of this market.

SUPPLIERS AND SOURCES OF RAW MATERIALS

We will utilize our  management's  background to offer our  proofreading/editing
service on the Internet without the use of major suppliers of raw materials.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

Hornby  International  will not depend on any one or a few major  customers.  We
intend to  utilize  our  management's  experience  to make our  services  easily
accessible  via web  search  engines  as well as  direct  advertising  to target
audiences including:

     Advertising Agencies
     Undergraduate and Graduate Students
     Faculty & Instructors
     Authors
     Law Firms
     Business Professionals

The company will  advertise in  periodicals  which cater to writers of all sorts
such as Poets & Writers and Filmmaker's  Magazine.  Students and faculty will be
targeted through university newspapers such as UCLA Bruin and NYU Gazette.

PATENTS,  TRADEMARKS,  FRANCHISES,  CONCESSIONS,  ROYALTY  AGREEMENTS,  OR LABOR
CONTRACTS

We have no current plans to apply for registrations such as patents, trademarks,
additional  copyrights,  franchises,  concessions,  royalty  agreements or labor
contracts.  We will  assess  the need for any  copyright,  trademark  or  patent
applications on an ongoing basis.

                                       2
<PAGE>
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

Hornby  International  is not  required  to  apply  for or have  any  government
approval for its products or services.

EFFECT OF GOVERNMENTAL REGULATIONS ON THE COMPANY'S BUSINESS

Hornby International is not aware of any federal laws and regulations that would
have an adverse effect directly or indirectly on its operations.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

Hornby  International  has not expended funds for research and development costs
since inception.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

Hornby  International is not aware of any  environmental  regulations that could
directly effect its operations, but no assurance can be given that environmental
regulations  will not,  in the  future,  have a material  adverse  impact on our
business.

NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL-TIME EMPLOYEES

Hornby's two employees,  its two directors,  one of which is sole officer,  will
devote as much time as the board of directors  determines is necessary to manage
the affairs of the  company.  The  officer  intends to work on a full time basis
when we raise capital per our business  plan. Our business plan calls for hiring
two new full-time employees during the next twelve months.

RISKS

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

WE ARE A DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY.  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 no
     near-term  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.  OUR  INDEPENDENT  AUDITORS  HAVE  ISSUED AN AUDIT  OPINION  FOR HORNBY
INTERNATIONAL WHICH INCLUDES 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 no current  operating  business  activities
     necessary for revenues and operating capital 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.

HORNBY  INTERNATIONAL HAS NO SALES,  PROVEN MARKET, OR CONSUMER DEMAND.  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 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.

                                       3
<PAGE>
OUR  BUSINESS  STRATEGY  REQUIRES  US TO RAISE CASH OF  $150,000.  WITHOUT  THIS
FUNDING,  WE COULD  REMAIN  AS A  DEVELOPMENT  STAGE  COMPANY  WITH NO  MATERIAL
OPERATIONS, REVENUES, OR PROFITS.

     We require new funding of $150,000 in order to implement 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 development 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.

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 plan to
     file for trading on the OTC Electronic  Bulletin Board. We do not know when
     we will be able to file for  trading,  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.

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.

                                       4
<PAGE>
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 DEFINITION OF A "PENNY STOCK."

     The  Securities  and  Exchange   Commission  Rule  15g-9   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
     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 Commission 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 2 - DESCRIPTION OF PROPERTY

Hornby does not have any property and at this time has no  agreements to acquire
any property.  Our principal  executive office address is 201 San Vicente Blvd.,
Suite 7, Santa Monica,  CA 90402.  The principal  executive office and telephone
number are provided by Maureen Brogan, the officer of the corporation. The costs
associated  with the use of the  telephone  and mailing  address  were deemed by
management to be immaterial as they were almost  exclusively used by the officer
for  other  business  purposes.  We intend to use our  current  address  for our
business activities throughout our development stage.

ITEM 3 - LEGAL PROCEEDINGS

We are  unaware  of any  litigation  pending,  threatened  or  contemplated,  or
unsatisfied  judgments  against us, or any proceedings in which the company is a
party. We know of no legal actions pending or threatened or judgment against any
officer or director of the company in her capacity as such.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were  submitted to a vote of security  holders  during the year ended
June 30, 2003.

                                       5
<PAGE>
                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Hornby  International  plans  to  apply to have  our  shares  quoted  on the OTC
Electronic  Bulletin  Board.  The OTC Electronic  Bulletin Board is a network of
security dealers who buy and sell stock. The dealers are connected by a computer
network  which  provides  information  on  current  "bids" and "asks" as well as
volume information.

As of the date of this  filing,  there is no public  market for our  securities.
There has been no public trading of our securities,  and, therefore, no high and
low bid pricing. As of June 4, 2003, Hornby International had 38 shareholders of
record. We have paid no cash dividends and have no outstanding options.

As of the date of this filing,  there have been no discussions or understandings
between  Hornby  International  or anyone  acting on our behalf  with any market
maker regarding participation in a future trading market for our securities.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Hornby  International's  cash  balance  as of June  30,  2003 is  $185.  With no
remaining  company cash, we currently rely upon our officer and  directors,  who
have verbally  agreed to provide  minimal  funding we need until such time as we
can secure additional  capital.  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 no revenue to date. We have sold
$13,100 in equity securities to pay for our prior minimum level of operations.

We  have  received  a  going  concern  comment  in the  notes  to our  financial
statements  that  raises  substantial  doubt as to our  ability to continue as a
going concern. As noted in our accompanying  financial  statements,  our current
financial  condition  of  nominal  assets  and  no  current  operating  business
activities necessary for revenues and operating capital 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, we have taken the following steps:  developed our
business  plan, we have  purchased  the URL (domain name) for our web site,  and
began to make 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 then intend 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 August 2004. At
this time,  while we have decided to seek funding through the sale of additional
equity securities,  we have not determined a source of this cash. 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.

                                       6
<PAGE>
We will only be able to implement  our business plan if we receive  funding.  We
plan to raise  $150,000  in  funding  and  intend to use  funding  we receive to
provide  cash for our business  plan during the next twelve  months as cash flow
from  sales is not  estimated  to begin  until May 2005.  As of the date of this
filing,  we have not identified any sources of our planned  funding 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 minimal 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
reduced  level  of  activities  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 be dormant during the next
twelve  months,  or until such time as  necessary  funds  could be raised in the
equity securities market.

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

                                       7
<PAGE>
ITEM 7 - FINANCIAL STATEMENTS

                                ARMANDO C. IBARRA
                          Certified Public Accountants
                           A Professional Corporation


Armando C. Ibarra, C.P.A.       Members of the California Society of Certified
                                Public Accountants
Armando Ibarra, Jr., C.P.A., JD Members of the American Institute of Certified
                                Public Accountants
                                Members of the Better Business Bureau since 1997

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Hornby International, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of Hornby International, Inc. (A
Development  Stage  Company)  as of June  30,  2003  and  2002  and the  related
statements of operations, changes in stockholders' equity and cash flows for the
years then ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,   in  all  material   respects,   the   financial   position  of  Hornby
International,  Inc.  as of June 30,  2003 and 2002,  and the  results  of their
operations  and their cash flows for the years  then  ended in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 4 to the
financial statements, the Company is currently in the development stage. Because
of the Company's  current  status and limited  operations  there is  substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard  to its  current  status  are also  described  in Note 4.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

/s/ Armando C. Ibarra, CPA-APC
---------------------------------
Armando C. Ibarra, CPA-APC

August 1, 2003
July 23, 2004 (restated)
Chula Vista, California


                      371 'E' Street, Chula Vista, CA 91910
                     Tel: (619) 422-1348 Fax: (619) 422-1465

                                       8
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       As of            As of
                                                                      June 30,         June 30,
                                                                        2003             2002
                                                                      --------         --------
<S>                                                                   <C>              <C>
                                     ASSETS

Current Assets
  Cash                                                                $    185         $     --
                                                                      --------         --------
Total Current Assets                                                       185               --
                                                                      --------         --------

      TOTAL ASSETS                                                    $    185         $     --
                                                                      ========         ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Accounts payable                                                    $    825         $     60
  Loans payable                                                          6,998            3,881
                                                                      --------         --------
Total Current Liabilities                                                7,823            3,941
                                                                      --------         --------

      TOTAL LIABILITIES                                                  7,823            3,941

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 June 30, 2003 and
   June 30, 2002, respectively.)                                           112              112
  Paid-in capital                                                       12,988           12,988
  Deficit accumulated during development stage                         (20,738)         (17,041)
                                                                      --------         --------
Total Stockholders' Equity (Deficit)                                    (7,638)          (3,941)
                                                                      --------         --------
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)              $    185         $     --
                                                                      ========         ========
</TABLE>

                       See Notes to Financial Statements

                                       9
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     August 26, 1998
                                                                                       (inception)
                                                Year Ended         Year Ended            through
                                                 June 30,           June 30,            June 30,
                                                   2003               2002                2003
                                               -----------         -----------         -----------
<S>                                            <C>                 <C>                 <C>
Revenues
  Revenues                                     $        --         $        --         $        --
                                               -----------         -----------         -----------

Total Revenues                                          --                  --                  --

General & Administrative Expenses                    3,697               2,094              20,738
                                               -----------         -----------         -----------

Total General & Administrative Expenses              3,697               2,094              20,738
                                               -----------         -----------         -----------

Net Loss                                       $    (3,697)        $    (2,094)        $   (20,738)
                                               ===========         ===========         ===========

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

                                       10
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                  Statement of Changes in Stockholders' Equity
             From August 26, 1998 (inception) through June 30, 2003
--------------------------------------------------------------------------------
<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)
                                            =========       =======       =======      ========       ========
</TABLE>

                       See Notes to Financial Statements

                                       11
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     August 26, 1998
                                                                                       (inception)
                                                  Year Ended       Year Ended            through
                                                   June 30,         June 30,            June 30,
                                                     2003             2002                2003
                                                 -----------       -----------         -----------
<S>                                              <C>               <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                               $ (3,697)         $ (2,094)           $(20,738)
  Amortization                                          --                --                 351
  (Increase) decrease in organization costs             --                --                (351)
  Increase (decrease) in accounts payable              775                60                 825
  Increase (decrease) in loans payable               3,107             1,900               6,998
                                                  --------          --------            --------
     Net cash provided by (used in) operating
      activities                                       185              (134)            (12,915)


CASH FLOWS FROM INVESTING ACTIVITIES

     Net cash provided by (used in) investing
      activities                                        --                --                  --

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                --                --              13,110
                                                  --------          --------            --------
     Net cash provided by (used in) financing
      activities                                        --                --              13,100
                                                  --------          --------            --------

Net increase (decrease) in cash                        185              (134)                185

Cash at beginning of year                               --               134                 --
                                                  --------          --------            --------

Cash at end of year                               $    185          $     --            $    185
                                                  ========          ========            ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
  Interest paid                                   $     --          $     --            $     --
                                                  ========          ========            ========

  Income taxes paid                               $     --          $     --            $     --
                                                  ========          ========            ========
</TABLE>

                       See Notes to Financial Statements

                                       12
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               As of June 30, 2003


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.  The  Company  has no  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 $0.0001 par value
common stock for cash of $1,000.

On February 17, 1999 the Company sold 121,000  shares of common stock at a price
of $0.10 per share for a total amount of $12,100.

As  of  June  30,  2003  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.

                                       13
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               As of June 30, 2003


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

D. BASIC EARNINGS 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.

NOTE 4. GOING CONCERN

The  accompanying  financial  statements are presented on a going concern basis.
The Company  generated  net losses of $20, 738 during the period from August 26,
1998 (inception) to June 30, 2003. This condition raises substantial doubt about
the Company's ability to continue as a going concern.  Management plans to raise
additional  funds through debt or equity  offerings.  There is no guarantee that
the Company will be able to raise any capital through any type of offerings.

                                       14
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               As of June 30, 2003


NOTE 5. LOANS PAYABLE (A RELATED PARTY)

Loans payable are owed to a related  party.  The Company has not made  repayment
arrangements.  As of June 30,  2003  interest  was not  being  accumulated.  The
Company considers all payables to be current.

NOTE 6. INCOME TAXES

                                       As of June 30, 2003   As of June 30, 2002
                                       -------------------   -------------------
     Deferred tax assets:
     Net operating tax carryforwards         $ 3,111               $ 2,556
     Other                                         0                     0
                                             -------               -------
     Gross deferred tax assets                 3,111                 2,556
     Valuation allowance                      (3,111)               (2,556)
                                             -------               -------

     Net deferred tax assets                 $     0               $     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)
                                                                   --------

     Net Operating Loss                                            $(20,738)
                                                                   ========

As of June 30,  2003,  the  Company has a net  operating  loss  carryforward  of
approximately  $ 20,738,  which will  expire 20 years from the date the loss was
incurred.

NOTE 8. 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.

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

Since  inception,  the Company has not changed  accountants and has utilized the
services  of Armando C.  Ibarra,  CPA.  During that  period,  there have been no
disagreements   with  the   accountants   regarding   accounting  and  financial
disclosure.

                                       15
<PAGE>
                                    PART III

ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  following  information  sets  forth  certain  information   concerning  the
Executive Officers and Directors of the Company as of June 30, 2003.

     Name            Age           Position                   Term of Office
     ----            ---           --------                   --------------
Maureen Brogan       41       Director, President,       Until annual meeting of
                              Sec., Treas.               the Stockholders

Elaine Sulima        40       Director

There are no other persons  nominated or chosen to become Directors or Executive
Officers,  nor do we have  any  employees  other  than  the  above.  There is no
arrangement or understanding  between any of our Directors or Officers  pursuant
to which they were elected to their  office.  The removal of a Director from the
Board can be succeeded only by the following  actions:  (1) majority vote of the
existing Directors; or (2) majority vote of the shareholders of record.

Resumes

Maureen Brogan, President, Treasurer, Secretary, and Director

Amgen, Inc.
Thousand Oaks, CA

2001 - Current

     Copy Manager/Senior  Copywriter for Marketing  Communications.  Responsible
     for  creating  copy for  print,  video and  audio  including  journal  ads,
     brochures, corporate overview binders, visual aids, newsletters, trade show
     panels, videos and CDs.

TBWA/Chiat/Day, Advertising Agency
Los Angeles, CA

1996 - 2000

     Supervisor,  Proofreading Department. Responsible for proofreading and Copy
     Editing of all copy from manuscript to velox stage.  Broadcast and web site
     accounts/banners for clients including Nissan,  Infiniti,  Apple, Taco Bell
     and Sony PlayStation.

Rubin Postaer & Associates
Santa Monica, CA

1996

     Copy Editor providing proofreading and copy editing services to advertising
     agencies  including  Rubin  Postaer  &  Associates,  Ogilvy  &  Mather  and
     Designory.

                                       16
<PAGE>
Team One Advertising
El Segundo, CA

1995

     Copy Editor providing proofreading and copy editing services.

Education

     New York University, BFA
     NYU & UCLA - Post-Graduate Writing Courses

Elaine Sulima, Director

Sutton Group Westhills Realty
Calgary, Alberta, Canada

1994 - Current

     Full-time real estate salesperson.

REMAX Realty
Calgary, Alberta, Canada

1985 - 1994

     Full-time real estate salesperson.

ITEM 10 - EXECUTIVE COMPENSATION

Hornby  International's  current officer receives no  compensation.  The current
Board of Directors is comprised of Ms. Brogan and Ms. Sulima.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                              Other
Name &                                       annual      Restricted                        All other
principal                                    compen-       stock      Options    LTIP       compen-
position      Year   Salary($)   Bonus($)    sation($)    awards($)     SARs   Payouts($)   sation($)
--------      ----   ---------   --------    ---------    ---------     ----   ----------   ---------
<S>         <C>       <C>         <C>         <C>           <C>         <C>      <C>          <C>
M. Brogan     2002      -0-        -0-         -0-          -0-          -0-      -0-          -0-
President     2003      -0-        -0-         -0-          -0-          -0-      -0-          -0-

E. Sulima     2002      -0-        -0-         -0-          -0-          -0-      -0-          -0-
Director      2003      -0-        -0-         -0-          -0-          -0-      -0-          -0-
</TABLE>

There are no current employment agreements between the company and its executive
officer.

The officer  and  directors  currently  devote an  immaterial  amount of time to
manage the affairs of the company.  The  directors  and  principal  officer have
agreed to work with no  remuneration  until  such time as the  company  receives
sufficient  revenues  necessary to provide  proper  salaries to all officers and

                                       17
<PAGE>
compensation  for  directors'  participation.  The  officer  and  the  board  of
directors have  determined  that a minimum cash balance of not less than $10,000
will be  necessary  before  officers  may  receive  compensation.  At this time,
management  cannot  accurately  estimate when sufficient  revenues will occur to
implement this compensation,  or the exact amount of compensation.  There are no
annuity,  pension  or  retirement  benefits  proposed  to be paid  to  officers,
directors or employees of Hornby  International  in the event of  retirement  at
normal  retirement  date  pursuant to any  presently  existing  plan provided or
contributed to by the company.

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth   information  on  the  ownership  of  Hornby
International's voting securities by officers,  directors and major shareholders
as well as those who own beneficially  more than five percent of Hornby's common
stock through the most current date - June 30, 2003:

Title of          Name &                        Amount &              Percent
Class             Address                   Nature of owner            Owned
-----             -------                   ---------------            -----
Common   Maureen Brogan                      1,000,000 (a)              89%
         201 San Vicente Blvd., Suite 7
         Santa Monica, CA 90402

Total Shares Owned by Officers
& Directors as a Group                       1,000,000                  89%

----------
(a)  Ms. Brogan  purchased  1,000,000  shares of the  company's  common stock on
     August 26, 1998 for $1,000.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On August 26, 1998,  the Company  issued  1,000,000  common  shares at $.001 per
share to Maureen Brogan in consideration for $1,000.

ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K

Exhibit 3(i)  Articles of Incorporation                      Included Previously
Exhibit 3(ii) Bylaws                                         Included Previously
Exhibit 31.1  302 Certification of Chief Executive Officer   Included
Exhibit 31.2  302 Certification of Chief Financial Officer   Included
Exhibit 32.1  906 Certification of Chief Executive Officer   Included
Exhibit 32.2  906 Certification of Chief Financial Officer   Included

ITEM 14 - 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 June 30, 2003,  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 June 30, 2003,  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.

                                       18
<PAGE>
                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the  Securities  Exchange  Act, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

HORNBY INTERNATIONAL, INC.

By: /s/ Maureen Brogan
   -----------------------------
   Maureen Brogan
   Director and President                               Dated August 5, 2004


By: /s/ Elaine Sulima
   -----------------------------
   Elaine Sulima
   Director                                    Dated August 5, 2004

                                       19