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

                                   FORM 10-KSB

                 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.
<PAGE>
                               TABLE OF CONTENTS

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

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.............................................. 15

PART III.................................................................. 16
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................ 16
ITEM 10. EXECUTIVE COMPENSATION........................................... 17
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT... 18
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .................. 18
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................. 18
ITEM 14. CONTROLS AND PROCEDURES.......................................... 18
SIGNATURES................................................................ 19
<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

While there are many  companies in the editing  field,  there are relatively few
competitive services located on the Internet.  Management believes it is through
the Internet  that this service  will be most  successful  as it allows easy and
cost-effective  access  between  Hornby and the client.  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, and royalty agreements or labor
contracts.  We will  assess  the need for any  copyright,  trademark  or  patent
applications on an ongoing basis.

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.

                                       2
<PAGE>
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.  If our officer and director  decides
     to sell any of her common stock,  she will be subject to Rule 144 under the
     1933  Securities  Act.  Rule 144  restricts  the ability of  directors  and
     officers  (affiliates)  to sell  their  shares  by  limiting  the  sales of
     securities made under Rule 144 during any three-month period to the greater
     of:  (1) 1% of the  outstanding  common  stock  of the  issuer;  or (2) the
     average  weekly  reported  trading volume in the  outstanding  common stock
     reported  on all  securities  exchanges  during  the  four  calendar  weeks
     preceding the filing of the required notice of the sale under Rule 144 with
     the SEC.

                                       4
<PAGE>
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 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.  The company  currently  is provided  sufficient  space to do its
present business by a director.  Going forward, we plan to use the offices at no
cost.  Both  parties  have agreed to continue  this  arrangement  until we begin
operations and/or generate revenue.

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

There is no trading  market for our Common  Stock at the present  time and there
has been no trading market to date.  There is no assurance that a trading market
will ever develop or, if such a market does develop,  that it will continue.  If
and when our securities are traded, the securities may likely be deemed a "penny
stock".  The  Securities  and Exchange  Commission  had adopted Rule 15g-9 which
establishes  the  definition  of a "penny  stock," for 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 and objectives of the person and
(ii) make a reasonable  determination  that the transactions in penny stocks are
suitable for that person and that 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.  Disclosure also has to be made about the risks of investing in
penny  stocks in both  public  offerings  and in  secondary  trading,  and about
commissions payable to both the broker-dealer and the registered representative,
current  quotations for the securities and the rights and remedies  available to
an  investor  in cases of fraud in penny stock  transactions.  Finally,  monthly
statements  have to be sent  disclosing  recent price  information for the penny
stock held in the account and information on the limited market in penny stocks.
We plan to have our securities  traded in the  over-the-counter  ("OTC") market.
The OTC market differs from national and regional stock exchanges in that it (1)
is not cited in a single location but operates  through  communication  of bids,
offers and confirmations  between  broker-dealers and (2) securities admitted to
quotation are offered by one or more broker-dealers rather than the "specialist"
common to stock exchanges.  We plan to contact a market maker for sponsorship of
our  securities on the NASD OTC Bulletin  Board or on what is commonly  known as
the "pink sheets" of the National  Quotation  Bureau.  No assurance can be given
that any of the above events will occur.

Hornby has not paid any cash  dividends  on its Common  Shares to date and there
are no plans for  paying  cash  dividends  in the  foreseeable  future.  Initial
earnings  that the Company may realize,  if any, will be retained to finance the
growth of the Company. Any future dividends, of which there can be no assurance,
will  be  directly  dependent  upon  earnings  of  the  Company,  its  financial
requirements and other factors.

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 relatively
little  remaining  company cash, we may be required to 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.

                                       6
<PAGE>
We have received a going concern opinion on 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, set up 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 contact a market  maker to obtain a listing for
public trading of our stock on the Over the Counter  Electronic  Bulletin Board.
We believe  we will be able to  complete  that  process by  December  2003.  Our
business  plan  includes a need for cash of  $150,000 by October  2003.  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.  Beginning in
October 2003, in order to offer our services,  management estimates we will need
to  hire  one  writer/proofreader  at a  cost  of  $3,000  per  month,  purchase
additional  computer and furniture  fixed assets in October for $25,000,  budget
$2,000 per month for operating  expenses,  further develop our website at a cost
of $20,000,  and hire one office  assistant  in December at a cost of $2,000 per
month.

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 March 2004. 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.

In such a  restricted  cash flow  scenario,  we would be unable to complete  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.

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.

                                       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. 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.


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

August 1, 2003
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         $    (10)
                                                                      --------         --------
Total Current Assets                                                       185              (10)
                                                                      --------         --------

      TOTAL ASSETS                                                    $    185         $    (10)
                                                                      ========         ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Accounts payable                                                    $    825         $     50
  Loans payable                                                          6,998            3,881
                                                                      --------         --------
Total Current Liabilities                                                7,823            3,931
                                                                      --------         --------

      TOTAL LIABILITIES                                                  7,823            3,931

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         $    (10)
                                                                      ========         ========
</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             2,060                 825
  Increase (decrease) in loans payable               3,117               100               6,998
                                                  --------          --------            --------
     Net cash provided by (used in) operating
      activities                                       195                66             (12,915)


CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Common stock                                          --                --                 112
  Additional paid-in capital                            --                --              12,988
                                                  --------          --------            --------
     Net cash provided by (used in) financing
      activities                                        --                --              13,100
                                                  --------          --------            --------

Net increase (decrease) in cash                        195                66                 185

Cash at beginning of year                              (10)              (18)                 --
                                                  --------          --------            --------

Cash at end of year                               $    185          $     48            $    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  completed a public  offerings that was offered
without  registration  under the Securities Act of 1933, as amended (The "Act"),
in reliance upon the exemption from  registration  afforded by sections 4(2) and
3(b) of the securities Act and Regulation D promulgated thereunder.  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  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.
Actual results could differ from those estimates.

c. Cash Equivalents

The Company  considers  all highly liquid  investments  with a 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. 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.

e. 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.

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  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the  Company  has no  current  source of  revenue.  Without
realization  of  additional  capital,  it would be  unlikely  for the Company to
continue as a going concern.  It is management's plan to seek additional capital
through sale of its securities through private placements.

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


NOTE 5. INCOME TAXES

                                                             As of June 30, 2003
                                                             -------------------
     Deferred tax assets:
     Net operating tax carryforwards                               $ 3,111
     Other                                                               0
                                                                   -------
     Gross deferred tax assets                                       3,111
     Valuation allowance                                            (3,111)
                                                                   -------
     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 6. 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 7. 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-
President     2003      -0-        -0-         -0-          -0-          -0-      -0-          -0-
</TABLE>

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

                                       17
<PAGE>
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
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

     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

ITEM 14 - CONTROLS AND PROCEDURES

Hornby's  chief  executive  officer and chief  financial  officer  evaluated the
effectiveness  of our  disclosure  controls and  procedures  (as defined in Rule
13a-14c under the  Securities  and Exchange Act of 1934,  as amended)  within 90
days of the filing date of this Form 10-K (the Evaluation  Date).  Based on that
evaluation,  they  concluded  that,  as  of  the  Evaluation  Date,  Hornby  had
sufficient  procedures  for  recording,  processing,  summarizing  and reporting
information that is required to be disclosed in its reports under the Securities
and Exchange Act of 1934, as amended.

Since the  Evaluation  Date,  there  have not been any  significant  changes  to
Hornby's  internal  controls or other  factors that could  significantly  affect
these  controls,  including any  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 20, 2003

                                       19