SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):    June 26, 2006
                                                 -------------------------------

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


         Delaware                       0-50236                  95-4708001
----------------------------     -----------------------     -------------------
(State or other jurisdiction    (Commission File Number)     (I.R.S. Employer
    of incorporation)                                        Identification No.)

         1701 Broadway 255, Vancouver, WA                              98663
--------------------------------------------------------------------------------
         Address of principal executive offices)                    (Zip Code)

                                 (775) 588-1575
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


             201 San Vincente Blvd., Suite 7, Santa Monica, CA 90402
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))




<PAGE>




ITEM 5.01         CHANGES IN CONTROL OF REGISTRANT

Effective  July 7, 2006  China Sea  Holdings  LLC,  a Nevada  limited  liability
company  ("China  Sea")  purchased  1,000,000  shares of our  common  stock from
Maureen Brogan for $300,000.  The beneficial  owner of China Sea Holdings LLC is
John  Probandt.  Following  such  purchase,  China  Sea owned  1,000,000  of our
1,121,000  outstanding  common shares  representing  approximately  89.2% of our
outstanding  common  shares.  China  Sea paid for the  share  purchase  from its
working capital.


ITEM 5.02         DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
                  DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Effective June 26, 2006 Elaine Sulima  resigned her position as a director.  Her
resignation did not result from any disagreement with us.

Effective  July 7,  2006  Maureen  Brogan  resigned  her  position  as our  sole
executive  officer.  She is  continuing  to serve  as a  director.  Her  officer
resignation did not result from ay disagreement with us.

Effective  July 7, 2006 John  Probandt  was  appointed as a director to fill the
position  vacated  by Elaine  Sulima  and was  appointed  as our sole  executive
officer to fill the position vacated by Maureen Brogan. In connection therewith,
Mr. Probandt is presently  serving as our President,  Chief  Executive  Officer,
Chief Financial Officer and Secretary.

John Probandt has a varied business career spanning  approximately 25 years. His
work  experience  has  included  owning  manufacturing   concerns,  real  estate
development,  venture capital  investments,  producing  movies and records,  and
money  management.  He is the co-founder  and has been the Managing  Director of
Rising  Star  Holdings  from 1999 to the  present.  Rising  Star  Holdings is an
international  investment  company  that  creates  and  seeks to  capitalize  on
opportunities  that take  advantage of synergies  between the United  States and
Asia.





<PAGE>





                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             HORNBY INTERNATIONAL, INC.


Dated:   July 26, 2006                       By:  /s/ John Probrandt
                                                  ------------------------------
                                                  Name: John Probrandt
                                                  Title: President
{"company-data": {"conformed-name": "HORNBY INTERNATIONAL INC/CA", "cik": "0001079642", "assigned-sic": "7389", "irs-number": "000000000"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-50236", "film-number": "06995603"}, "business-address": {"street1": "201 SAN VICENTE BLVD", "street2": "SUITE 7", "city": "SANTA MONICA", "state": "CA", "zip": "90402", "phone": "281 343 5775"}, "mail-address": {"street1": "201 SAN VICENTE BLVD", "street2": "SUITE 7", "city": "SANTA MONICA", "state": "CA", "zip": "90402"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):    June 26, 2006
                                                 -------------------------------

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

         Delaware                       0-50236                  95-4708001
----------------------------     -----------------------     -------------------
(State or other jurisdiction    (Commission File Number)     (I.R.S. Employer
    of incorporation)                                        Identification No.)

         1701 Broadway 255, Vancouver, WA                              98663
--------------------------------------------------------------------------------
         Address of principal executive offices)                    (Zip Code)

                                 (775) 588-1575
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

             201 San Vincente Blvd., Suite 7, Santa Monica, CA 90402
--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 5.01         CHANGES IN CONTROL OF REGISTRANT

Effective  July 7, 2006  China Sea  Holdings  LLC,  a Nevada  limited  liability
company  ("China  Sea")  purchased  1,000,000  shares of our  common  stock from
Maureen Brogan for $300,000.  The beneficial  owner of China Sea Holdings LLC is
John  Probandt.  Following  such  purchase,  China  Sea owned  1,000,000  of our
1,121,000  outstanding  common shares  representing  approximately  89.2% of our
outstanding  common  shares.  China  Sea paid for the  share  purchase  from its
working capital.

ITEM 5.02         DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
                  DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

Effective June 26, 2006 Elaine Sulima  resigned her position as a director.  Her
resignation did not result from any disagreement with us.

Effective  July 7,  2006  Maureen  Brogan  resigned  her  position  as our  sole
executive  officer.  She is  continuing  to serve  as a  director.  Her  officer
resignation did not result from ay disagreement with us.

Effective  July 7, 2006 John  Probandt  was  appointed as a director to fill the
position  vacated  by Elaine  Sulima  and was  appointed  as our sole  executive
officer to fill the position vacated by Maureen Brogan. In connection therewith,
Mr. Probandt is presently  serving as our President,  Chief  Executive  Officer,
Chief Financial Officer and Secretary.

John Probandt has a varied business career spanning  approximately 25 years. His
work  experience  has  included  owning  manufacturing   concerns,  real  estate
development,  venture capital  investments,  producing  movies and records,  and
money  management.  He is the co-founder  and has been the Managing  Director of
Rising  Star  Holdings  from 1999 to the  present.  Rising  Star  Holdings is an
international  investment  company  that  creates  and  seeks to  capitalize  on
opportunities  that take  advantage of synergies  between the United  States and
Asia.
SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly cause this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             HORNBY INTERNATIONAL, INC.

Dated:   July 26, 2006                       By:  /s/ John Probrandt
                                                  ------------------------------
                                                  Name: John Probrandt
                                                  Title: President