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, 2005

                         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 revenues of $200 for the year ended June 30, 2005.

As of June 30, 2005, 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
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                               TABLE OF CONTENTS

PART I......................................................................  1
ITEM 1.  DESCRIPTION OF BUSINESS............................................  1
ITEM 2.  DESCRIPTION OF PROPERTY............................................ 10
ITEM 3.  LEGAL PROCEEDINGS.................................................. 10
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.............. 10

PART II .................................................................... 10
ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........... 10
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.......................................... 11
ITEM 7.  FINANCIAL STATEMENTS .............................................. 12
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
         DISCLOSURE......................................................... 20

PART III.................................................................... 21
ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT................. 21
ITEM 10. EXECUTIVE COMPENSATION............................................. 22
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..... 23
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS .................... 23
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................... 23
ITEM 14. CONTROLS AND PROCEDURES............................................ 24
SIGNATURES.................................................................. 24

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                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

PRINCIPAL PRODUCTS OR SERVICES AND MARKETS

We are currently a development stage company.

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

Our business plan is for a proposed online proofreading and editing service
specializing in proofreading, copyediting, structural editing, and rewriting.
Professional writing services (copywriting) will also be available. A client's
work will be evaluated, we will estimate our fees via e-mail or fax, and the
finished work will be returned to the client through the same medium. Management
has extensive experience in the editing and proofreading business and believes
there is a viable market for our planned business services based upon the many
existing editing and proofreading companies in the U.S. We believe that whether
a client is writing an important letter, academic paper or business proposal,
professional editing makes their words and message sound better, work better and
achieve their desired results. We believe our planned proofreading and editing
expertise will enhance our clients ability to create high-quality written
materials for printed or digital purposes.

We intend to assess the objective of our 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 services we plan offer 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 the elimination of errors that undermine
     the documents credibility and draws attention away from the client's ideas.

     COPYEDITING This service involves refining details, changing poorly phrased
     sections of a text and trimming away excesses so that ideas flow smoothly
     to ensure that the client's ideas are conveyed concisely. Copyediting
     corrects grammatical and mechanical errors, spelling mistakes, awkward
     phrasing, inconsistencies in style, problems with gender and ethnicity
     bias, and unclear writing.

     STRUCTURAL EDITING This service involves reworking the logic, verbiage, and
     the organization of a document to ensure that it is presented appropriately
     to the intended audience for 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, develop content that is logical
     and accurate, and transform it into a well-structured and easy-to-read
     presentation of the original idea.

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     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.

     WRITING AND RESEARCH We can also provide assistance with: annotated
     bibliographies; design of manuals, documents, handbooks, and research
     proposals; report writing; grant submissions/research proposals;
     summarization of journal articles; information research and retrieval;
     general writing and ghost writing; resumes; learning packages; multi-media
     projects; organization and refinement of projects written by multiple
     authors.

We believe writing is one of the most complex cognitive activities human beings
can engage in. Businesses using the written word for their commercial purposes
must perfect their written materials to ensure their ability to communicate with
customers. Proofreading and editing help to perfect this extremely difficult
process. Our services are acquired skills. Proofreading and editing are learned
skills that are perfected over time with practice and processes. Our business
will seek to improve our clients written materials by implementing these skills
when reviewing their materials.

Proofreading is one of the mainstays of our business. It is the final step in
the editing process. Proofreading is usually done just before an edited document
is sent for printing or publication and involves comparing two documents (an
original and a changed version) to check that the required changes have been
made. It captures all remaining errors and inconsistencies that can undermine
written work and cause a reader to question the competency of the source. We
have mastered the skills of proofreading through these practices: double
checking, slow reading, reading out loud, proofreading more than once, and
reading what is actually on the page.

When we proofread a clients document we will:

     *    Check that all copyediting changes were made.
     *    Mark typographical mistakes.
     *    Do a final check for remaining errors.
     *    Prepare a style sheet if necessary.

Many if not all errors in written work are made unconsciously. It is the
unconscious nature of errors that makes proofreading such a difficult task.
Reading must be slowed down to the point where each word is read aloud, word by
word. Each word must be doubted and then confirmed in order to catch mistakes.
Reading out loud forces you to slow down, you hear what you are reading as well
as see it, so you are using two senses rather than one. It is often easier to
hear a mistake such as an omitted or repeated word than it is to see it when
reading silently. It is also easier for a second party to catch a mistake than
it is for the original author to catch it. Also, when proofreading in pairs
errors are easier to catch. This is a time-consuming process that requires
practice to be effective.

Another reason for intentionally slowing down when proofreading is that when you
read normally, you often only see what are known as "shells of words." Shells
are the first few or the last few letters of a word. Shells are created by the
brain when reading because the brain only requires a few letters to register and
understand the entire word. You will fix your eyes on a single point in a
sentence, only three or four times per line, or less. The brain registers the
words in-between the fixation points using your peripheral vision, which gets

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less accurate the farther it is from the original fixation point. An average
reader can only register six letters accurately per fixation point. This means
that in order to proofread accurately you have to fix your eyes on almost every
word that is written and do it twice with longer words.

The two main causes for errors in written communication are; faulty information
from the kinesthetic memory or a split second of inattention. For example, if
you have always misspelled a word like "obvious," you will unthinkingly misspell
it again. This is the result of poor information from the kinesthetic memory.
The reason for these mistakes is simple. The brain works faster than the pen or
the keyboard. As a result of these two common causes for error, the
possibilities for any number of grammatical errors can occur. Some of the errors
that commonly occur as a result of poor kinesthetic memory and inattention are;
run-on sentences and sentence fragments, punctuation, misspelling, quotation
marks, subject-verb agreements, sentence length, apostrophes, tenses,
capitalization, paragraphing, and omissions. The final problem that causes
errors is simply poor typing skills or what are known as "typos." These errors
are extremely common, but are not often identified and end up mistakenly in
final documents. Our proofreading systems will extract these mistakes for our
clients.

With our copyediting service, we will seek to refine our clients text by
removing superfluous text, checking for and correcting grammatical syntax
errors, and re-phrasing sentences to improve the readability and content flow.
Copyeditors ensure that a text's message and meaning are clear and engaging. Our
copyeditors will examine our clients work for syntax, brevity, redundancies,
lapses in tone and style, and will reword cumbersome phrasing. We will also fact
check within the realm of general knowledge.

When we are copyediting we are checking for:

     *    Poor grammar
     *    Spelling
     *    Usage
     *    Punctuation
     *    Style
     *    Accuracy
     *    Consistency
     *    Syntax

Often both services, proofreading and copyediting, will be implemented
simultaneously. Copyediting is for spotting and fixing sentence-level problems.
It requires two kinds of reading and demands at least two passes through a
document. The first reading is for sentences that do not necessarily have
grammatical or mechanical "errors" in them, but are, in some way, awkward or
unclear in their meaning. These often occur when the author is dealing with
complex or unfamiliar ideas or concepts. Our clients documents will be edited to
eradicate these unclear sentences.

The second reading is for mechanical and grammatical errors. During this read,
we read for form rather than meaning. These kinds of errors can completely
nullify the credibility of a document for the reader. Wherefore we will work
closely with our clients to quickly identify patterns of mistakes in their
copywriting. Often the same mistakes will occur repeatedly with an author. One
of our abilities is identifying an author's negative patterns in order to
improve future writing for their businesses.

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In order for our clients to effectively deliver their messages, written
documents must confirm their credibility. This is true for printed documents and
those on the World Wide Web. Typos and errors can discredit a Website very
quickly in the mind of the reader. Errors can undermine the document and draw
attention away from its ideas. Our services can be tailored to meet the needs of
the rapid-document generation, while remaining cost-effective by chiseling away
at the copy to refine details, trim away excess, and ensure that our clients
ideas are communicated concisely and precisely. We will do this by offering
lower cost light proofreading and editing services with maintenance contracts to
handle the long-term rapid changes that are necessary for online content to
remain viable.

Structural editing services will be offered by our company to improve the
content, and increase the effectiveness and logical flow of the ideas being
written by our clients. Our structural editors will rework the logic, verbiage,
and the organization of an entire document. Structural editing skills are used
when an author is unsure of the logic, progression, and clarity of the writing.
Structural editing ensures succinctness, while preserving and enhancing content
and style. Our structural editors will analyze an entire project for:

     *    Missing information.
     *    Variations in tone and gaps in logic.
     *    Appropriateness of language

We will also reorganize and correct:

     *    Poor structure
     *    Incorrect sequencing and formatting
     *    Erroneous syntax
     *    Unclear wording

Structural editing doesn't proofread for grammatical and mechanical errors, but
rather proofreads for errors in the concepts being communicated. A structural
editor is the "big picture" editor. Our structural editors rethink, revise, and
reorganize documents and engineer informational concepts to optimize them for
maximum impact. Content simply comes down to concepts, and a concept is what is
targeted at the audience. These tailored product or service messages are
intended to drive consumer action for a company. If the logical flow of a
document incorrectly communicates its message or misses its target audience, the
company's bottom line will suffer. We will assess the objective of the document
and seek to improve its ability to reach that objective in order to help our
clients increase their profitability.

The steps taken for effective structural editing are to; identify typical
errors, make a hierarchy, learn the concepts, develop a strategy and apply the
strategy. Structural editing can focus upon organization and paragraphing to
improve the document. If the thesis statement of the document is not directly
stated, then a structural editor will create an alternate. If the central idea
of each paragraph is not clearly understood and supportive of the thesis
statement, then a structural editor will list two or three options to clarify
the central idea and support the thesis. These processes will help determine
whether or not the paragraph clearly relates to the thesis of the entire
document and supports the author's message. In order to improve individual
paragraph clarity the structural editor will; locate the central idea of the
paragraph and reduce it to a single word or phrase, look at each paragraph
separately and consider only the information in that paragraph, decide if enough
details in the paragraph support the central idea of it, and determine if all
the details are relevant. This process will improve the overall coherence of the
document.

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Often a structural editor will review the transitional ideas between paragraphs.
These transitional ideas frequently are the sources of mistakes in the logical
flow of a document. Sometimes, transitions are single words or small phrases;
just as often they are whole sentences that connect ideas. In order to improve
or correct a mistake in a document we will often need to; make a transition more
explicit, create new transitions where none existed, eliminate jargon, or
re-arrange the order of the paragraphs to make a transition possible. These
changes can make a substantial difference in a document's ability to achieve its
intended purpose. Our structural editing services should increase the viability
and credibility of our clients written work.

Our company recognizes that writing truly is re-writing. A critical eye towards
a document can make the difference between successfully communicated ideas and
failed communication. We will re-create a manuscript or parts of a manuscript
based upon the existing content and research that our clients provide for us.
This process will generally involve additional research and the writing of new
material. Once we have established the writing objectives of our clients, we
will advise them on how to achieve those goals and provide written alternatives
to the current text for them to use. In the case of specialized subjects areas,
such as technical, medical or scientific text, we will use professional writers
that are knowledgeable in that genre or specific subject area.

Often the best way to provide clarity to a reader is to remove the jargon from a
text. This can be done with a plain writing style. When we re-write a text for
our clients, we will aim to create effective documents that will be easily
understood by their intended audience through the use of plain-language writing.
Plain language involves not only the use of clear, concise, language and
appropriate reading level, but also a well-organized layout and cogent design of
the materials. We will help to re-design a document during the re-writing
process for our clients.

Our writers will specialize in turning ideas into strong writing. We will work
with our clients to make the writing and creation of documents simpler and more
effective. We believe we will be able to assist our clients in increasing sales,
expanding a business or industry, increasing consumer loyalty, and increasing
the quality of academic research with our writing services. We plan to handle
commercial fiction and trade non-fiction.

Our primary goals are to assist people who have difficulty expressing their
ideas or research in writing, and to polish and refine the writings of those
clients who want to transform their existing good-writing abilities into refined
examples of excellent prose.

In order to offer our services to the public, we intend to hire a marketing
manager to handle the majority of our planned marketing and advertising in
publications and on the Internet.

After securing funding of $150,000 in December 2005, our planned time line to
deliver our services through August 2006 is as follows:

DECEMBER 2005: Budget $2,000 per month for operating expenses, total of $18,000.

JANUARY 2006: Purchase (4) computers, software, (3) printers, office equipment
and furniture, total of $25,000.

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FEBRUARY 2006: Expand and ready the web site for business by March 2005, total
of $20,000.

MARCH 2006: Hire a marketing manager for $3,000 per month, total of $15,000.

APRIL 2006: Budget $5,000 per month for marketing and advertising, total of
$20,000.

JUNE 2006: Hire a proofreader-editor for $3,000 per month, total of $9,000.

JULY 2006: Hire an office assistant-bookkeeper for $2,000 per month, total of
$6,000.

Total budget costs and expenses through end of first twelve months: $113,000.

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. Our
business plan includes our need to purchase four inexpensive personal computers,
off-the-shelf document management software, and related printers. At the time of
this filing, we have not chosen a vendor for this equipment and software.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

Hornby International is seeking a broad base of customers. Our business plan
does not depend on targeting any one or just a few major corporate customers. We

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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.

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.

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

     As noted in our accompanying financial statements, our current financial
     condition of nominal assets and 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 MATERIAL 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.

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

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     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.

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

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

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

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

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

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

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

ITEM 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, 2005.

                                    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 30, 2005, 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, we have contacted a market maker regarding
participation in a future trading market for our securities.

                                       10
<PAGE>
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Hornby International current cash balance is $63. 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 have contacted a market maker to
submit an application on our behalf 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 December 2005. 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.

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 August 2006. 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.

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

                                       11
<PAGE>
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 of American Institute
                                            of Certified Public Accountants
                                            Registered with the Public Company
                                            Accounting Oversight Board

                          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,  2005  and  2004  and the  related
statements of operations,  changes in  stockholders'  equity  (deficit) and cash
flows for the years then ended and for the period of August 26, 1998 (inception)
through June 30, 2005. 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 audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). 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  audits  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,  2005 and 2004,  and the  results  of their
operations  and their  cash flows for the years then ended and for the period of
August 26,  1998  (inception)  through  June 30,  2005 in  conformity  with U.S.
generally accepted accounting principles.

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 16, 2005
Chula Vista, California


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

                                       12
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         As of              As of
                                                                        June 30,           June 30,
                                                                          2005               2004
                                                                        --------           --------
<S>                                                                     <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                  $     63           $    425
                                                                        --------           --------
TOTAL CURRENT ASSETS                                                          63                425
                                                                        --------           --------

      TOTAL ASSETS                                                      $     63           $    425
                                                                        ========           ========

                  LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable                                                      $     --           $     87
  Loans payable (a related party)                                          6,613              3,526
                                                                        --------           --------
TOTAL CURRENT LIABILITIES                                                  6,613              3,613
                                                                        --------           --------

      TOTAL LIABILITIES                                                    6,613              3,613

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, ($.0001 par value, 20,0000
   shares authorized; none issued and outstanding.)                           --                 --
  Common stock ($.0001 par value, 80,000,000
   shares authorized; 1,121,000 shares issued and
   outstanding as of June 30, 2005 and 2004)                                 112                112
  Paid-in capital                                                         30,165             22,665
  Deficit accumulated during development stage                           (36,827)           (25,965)
                                                                        --------           --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                      (6,550)            (3,188)
                                                                        --------           --------
      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)                $     63           $    425
                                                                        ========           ========
</TABLE>

                       See Notes to Financial Statements

                                       13
<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,
                                                2005               2004              2005
                                             -----------        -----------       -----------
<S>                                          <C>                <C>               <C>
REVENUES
    Revenues                                 $       200        $        --       $       200
                                             -----------        -----------       -----------
TOTAL REVENUES                                       200                 --               200

GENERAL & ADMINISTRATIVE EXPENSES                 11,062              5,227            37,027
                                             -----------        -----------       -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES           11,062              5,227            37,027
                                             -----------        -----------       -----------

NET LOSS                                     $   (10,862)       $    (5,227)      $   (36,827)
                                             ===========        ===========       ===========

BASIC LOSS PER SHARE                         $     (0.01)       $     (0.00)
                                             ===========        ===========
WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OUTSTANDING                    1,121,000          1,124,071
                                             ===========        ===========
</TABLE>

                       See Notes to Financial Statements

                                       14
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
             Statement of Changes in Stockholders' Equity (Deficit)
             From August 26, 1998 (inception) through June 30, 2005
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                        Deficit
                                                                                      Accumulated
                                                             Common      Additional     During
                                              Common         Stock        Paid-in     Development
                                              Stock          Amount       Capital        Stage          Total
                                              -----          ------       -------        -----          -----
<C>                                        <C>             <C>           <C>          <C>            <C>
Stock issued for cash on August 26,
1998 @ $0.001 per share                     1,000,000       $   100       $   900      $     --       $  1,000

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

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

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

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

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

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

Contributed Capital                                                         8,049                        8,049

Contributed Capital                                                         1,628                        1,628

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

Net loss,  June 30, 2005                                                                (10,862)       (10,862)
                                            ---------       -------       -------      --------       --------
BALANCE,  JUNE 30, 2005                     1,121,000       $   112       $30,165      $(36,827)      $ (6,550)
                                            =========       =======       =======      ========       ========
</TABLE>
                       See Notes to Financial Statements

                                       15
<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,
                                                                     2005           2004            2005
                                                                   --------       --------        --------
<S>                                                                <C>            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                $(10,862)      $ (5,227)       $(36,827)
  Amortization                                                           --             --             351
  (Increase) decrease in organization costs                              --             --            (351)
  Increase (decrease) in accounts payable                               (87)          (738)             --
  Increase (decrease) in loans payable                                3,087         (3,472)          6,613
                                                                   --------       --------        --------
      NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES            (7,862)        (9,437)        (30,214)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of commons stock                                --             --             112
  Proceeds from issuance of paid in capital                           7,500          9,677          30,165
                                                                   --------       --------        --------
      NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES             7,500          9,677          30,277
                                                                   --------       --------        --------

NET INCREASE (DECREASE) IN CASH                                        (362)           240              63

CASH AT BEGINNING OF YEAR                                               425            185              --
                                                                   --------       --------        --------

CASH AT END OF YEAR                                                $     63       $    425        $     63
                                                                   ========       ========        ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Interest paid                                                    $     --       $     --
                                                                   ========       ========
  Income taxes paid                                                $     --       $     --
                                                                   ========       ========
</TABLE>

                       See Notes to Financial Statements

                                       16
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               As of June 30, 2005


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

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

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

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

B. USE OF ESTIMATES

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

C. CASH EQUIVALENTS

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

                                       17
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               As of June 30, 2005


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

D. BASIC EARNINGS (LOSS) PER SHARE

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

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

E. INCOME TAXES

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

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

NOTE 3.   WARRANTS AND OPTIONS

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

                                       18
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               As of June 30, 2005


NOTE 4. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated net losses of
$36,827  during the period  from August 26, 1998  (inception)  through  June 30,
2005. This condition  raises  substantial  doubt about the Company's  ability to
continue as a going concern.  The Company's  continuation  as a going concern is
dependent on its ability to meet its obligations, to obtain additional financing
as may be  required  and  ultimately  to  attain  profitability.  The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.

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

NOTE 5. RELATED PARTY TRANSACTION

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

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

                                       19
<PAGE>
                           HORNBY INTERNATIONAL, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                               As of June 30, 2005


NOTE 6. INCOME TAXES

                                                             As of June 30, 2005
                                                             -------------------
     Deferred tax assets:
     Net operating tax carryforwards                               $ 5,524
     Other                                                               0
                                                                   -------
     Gross deferred tax assets                                       5,524
     Valuation allowance                                            (5,524)
                                                                   -------

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

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

NOTE 7. SCHEDULE OF NET OPERATING LOSSES

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

     Net Operating Loss                                            $(36,827)
                                                                   ========

As of June 30,  2005,  the  Company has a net  operating  loss  carryforward  of
approximately  $36,827,  which  will  expire 20 years from the date the loss was
incurred.

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.

                                       20
<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, 2005.

     Name              Age            Position                 Term of Office
     ----              ---            --------                 --------------
Maureen Brogan         42       Director, President,       Until annual meeting
                                Sec., Treas.               of the Stockholders

Elaine Sulima          41       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.

                                       21
<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     2004      -0-        -0-         -0-          -0-          -0-      -0-          -0-
President     2005      -0-        -0-         -0-          -0-          -0-      -0-          -0-

E. Sulima     2004      -0-        -0-         -0-          -0-          -0-      -0-          -0-
Director      2005      -0-        -0-         -0-          -0-          -0-      -0-          -0-
</TABLE>

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

                                       22
<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, 2005:

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
     Exhibit 3(ii)  Bylaws                                             Included
     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

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

(b) Changes in Internal Controls

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

                                   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 September 26, 2004


By: /s/ Elaine Sulima
   --------------------------------
   Elaine Sulima
   Director                                             Dated September 26, 2004

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