SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A-1
         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                     FOR THE FISCAL YEAR ENDED JULY 31, 2005

                        Commission File Number 005-59509

                          CHARTWELL INTERNATIONAL, INC.
           (Name of small business issuer as specified in its charter)

           Nevada                                             95-3979080
           ------                                             ----------
 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification Number)

              1124 Smith Street, Suite 304, Charleston, W.V. 25301
              ----------------------------------------------- -----
               (Address of principal executive offices) (Zip code)

                                 (304) 345-8700
                (Issuer's telephone number, including area code)

               Securities registered pursuant to Section 12(b) of
                                    the Act:
                                      None.

               Securities registered pursuant to Section 12(g) of
                                    the Act:

                         COMMON STOCK, PAR VALUE $0.001
                                (Title of Class)

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

Indicate by checkmark if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B 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. [X]

Net revenues for fiscal year 2005 were $0

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant  was  $54,630,850  as of September 30, 2005 (computed by reference to
the last sale price of a share of the registrant's  common stock on that date as
reported  by the  Over  the  Counter  Bulletin  Board).  For  purposes  of  this
computation,  it has been assumed that the shares beneficially held by directors
and officers of registrant were "held by affiliates";  this assumption is not to
be  deemed to be an  admission  by such  persons  that  they are  affiliates  of
registrant.

Number of shares of issuer's common stock  outstanding as of September 30, 2005:
15,860,155

    Transitional Small Business Disclosure Format (check one). Yes [ ] No [X]

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                      DOCUMENTS INCORPORATED BY REFERENCE
                      -----------------------------------

None.

                                EXPLANATORY NOTE
                                ----------------

     We are filing this  amendment No. 1 to our annual report on Form 10-KSB for
the year ended July 31, 2005 to amend and restate our  financial  statements  to
reflect that for accounting  purposes,  our date of  commencement  of operations
began on March 3, 2005.  The  following  sections  are amended  and  restated to
provide  further   clarity:   "Item  1:   Description  of  Business,"  "Item  6:
Management's  Discussion and Analysis or Plan of Operation,"  "Item 7: Financial
Statements,"   "Item  10:  Executive   Compensation"  and  "Item  14:  Principal
Accountant Fees and Services."

     Except as otherwise expressly stated, the information in this amendment No.
1 is as of October  4,  2005,  the date on which the  original  Form  10-KSB was
filed,  and this  amendment  No. 1 does not  purport  to  provide  an  update or
discussion of any developments subsequent to the original filing date.


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<PAGE>


                                TABLE OF CONTENTS
                                                                           PAGE

PART I

ITEM 1   DESCRIPTION OF BUSINESS..............................................1

ITEM 2   DESCRIPTION OF PROPERTY..............................................9

ITEM 3   LEGAL PROCEEDINGS...................................................10

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................10

PART II

ITEM 5   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............10

ITEM 6   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........12

ITEM 7   FINANCIAL STATEMENTS................................................15

ITEM 8   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE............................................15

ITEM 8A  CONTROLS AND PROCEDURES.............................................15

ITEM 8B  OTHER INFORMATION...................................................15

PART III

ITEM 9   DIRECTORS AND EXECUTIVE OFFICERS....................................15

ITEM 10  EXECUTIVE COMPENSATION..............................................17

ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS......................19

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................20

ITEM 13  EXHIBITS............................................................20

ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES..............................21

                                        iii

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                                     PART I

ITEM 1 - DESCRIPTION OF BUSINESS

Overview of Business

     Chartwell  International,  Inc. is a Nevada corporation formed in 1984 (the
"Company").  Prior  to the  change  in  control  on  March  23,  2005,  and  the
disposition  of any remaining  assets,  liabilities  and  operations on March 3,
2005, the Company had limited  operations and a significant amount of its assets
had been  written  off.  The  Company  now seeks to pursue  the waste  disposal,
transportation  and logistics for solid waste disposal  business,  predominantly
concentrating  on solid waste from  construction  debris and general solid waste
disposal in key sectors and regions of the United  States.  With  increasing gas
prices, increased waste, and limited waste disposal sites, as well as regulatory
limitations in key metropolitan  areas, the Company believes that it can attract
and retain an experienced  management team to take advantage of what the Company
sees as a shift in current industry  practices and modes of  transportation,  as
well as the logistics  for solid waste  transportation  and disposal,  including
site  management.   Accordingly,  the  Company  is  seeking  to  integrate  rail
transportation,   including   construction  and  service   maintenance  of  rail
containers,  waste  disposal,  disposal  site  management,  and the logistics of
vertically  integrating  each  aspect of waste  collection,  transportation  and
disposal.  After its year end,  the  Company  acquired  E-Rail  Logistics,  Inc.
("E-Rail"),  a company  with certain  assets,  properties  and  contract  rights
directed towards operations in solid waste transportation and removal as further
discussed  below.  See  "Subsequent  Event"  below,  and  Note  8  to  Financial
Statements. The Company did not have revenue generating operations at its fiscal
year  end,  and  did  not  have  revenue  generating  operations  following  the
acquisition.

     Because  the  Company  disposed  of all of its  assets on March 3, 2005 for
accounting  purposes,  the Company  commenced  operations as a development stage
company on March 3, 2005.

Dividend and Change of Control

     On March 18, 2005, the Company issued all the shares of Kingsley Capital, a
wholly-owned  subsidiary  of the  Company  to the  Company's  stockholders  as a
dividend,  and  transferred  certain of its assets and  liabilities  to Kingsley
Capital  prior to the  dividend,  effecting a spin-off of Kingsley  Capital as a
private  corporation  (the  "Spin-Off").   In  consideration  for  assuming  the
liabilities  of the Company,  the Company  issued a note payable for $200,000 to
Kingsley Capital.

     On March 23, 2005, in two separate but  concurrent  transactions,  Mr. Imre
Eszenyi  acquired  45,000,000  shares  of  the  Company's  common  stock  in the
aggregate pursuant to a Share Purchase Agreement and Subscription  Agreement. In
the transaction pursuant to the Share Purchase Agreement,  Mr. Eszenyi purchased
from controlling  affiliates of the Company  19,161,567  shares of the Company's
common stock for $250,000. In addition,  pursuant to the Subscription Agreement,
Mr. Eszenyi purchased from the Company 25,838,433 shares of the Company's common
stock for $200,000.  The $200,000 was used to payoff the note payable granted by
the Company to Kingsley Capital,  Inc. as a result of the Spin-Off.  On June 27,
2005, the Company effected a 1 for 10 revenue stock split.

     Following the distribution  and change in control,  the Company filed a new
Form 10-SB and began reporting with the Securities and Exchange Commission under
a new SEC filer number.

Our Industry

     There  persists an ongoing trend towards  consolidation  in the solid waste
industry that began during the 1990's that appears to be more  economically  and

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<PAGE>

geographically focused. One of the primary factors influencing  consolidation is
increased  regulations  which  caused  operating  and capital  costs to increase
significantly.  This has resulted in smaller  operators  being forced out of the
industry  either through  shutting down  operations or being acquired by larger,
better capitalized companies. In addition,  following the amendments to Subtitle
D of the  regulations  of the  Resource  Conservation  and Recovery Act of 1976,
industry participants faced more stringent standards for engineering solid waste
landfills,  requirements for liner systems,  leachate collection,  treatment and
monitoring systems, and gas collection.

     In certain  markets,  competitive  pressures are also forcing  operators to
become more  efficient  by  establishing  an  integrated  network of solid waste
collection operations and transfer stations, through which they can secure solid
waste streams for disposal.  Strategies  include owning landfills,  establishing
strategic  relationships  to secure access to landfills,  and negotiating  lower
fees by securing  long-term  contracts  with higher  volumes.  In other markets,
competitors  control regions through franchises and municipal contracts that are
often sole sourced.

     With increased  regulatory scrutiny and associated costs,  smaller landfill
and  collection  operators in certain  regional  markets  will  continue to have
little  alternative but to consolidate or be acquired.  These smaller  operators
lack the capital resources,  management skills and technical  expertise required
to comply  with the  stringent  regulations  and to compete  with  larger,  more
efficient and better capitalized,  integrated operators. In the Northeast, local
disposal  operators  have been closed or are at capacity.  These local  disposal
facilities   have  been  replaced  by  large   regional   landfills  in  Western
Pennsylvania,  Ohio,  Michigan and West  Virginia.  As a result,  generators and
disposers have to haul waste hundreds of miles at  considerable  costs given the
high price of fuel, labor,  insurance and shortage of equipment.  These elevated
costs for road-based hauling have made rail-based waste disposal more economical
and efficient.

Our Strategy

     We are currently in the  development  stages with plans to become a leading
vertically  integrated  provider  of  solid  waste  disposal  services,  through
acquiring  landfills,  disposal  sites,  intermodal  facilities  for rail  haul,
loading and off loading  facilities for waste,  railcar  maintenance  companies,
focusing on  collection,  transportation  and disposal of solid waste.  With our
first acquisition of a company in this industry, E-Rail, our primary focus is on
the Northeast  market. We believe this initial focus on such a densely populated
region  which  generates  a large  volume  of  solid  waste  will  provide  us a
competitive   advantage  over  our  larger,  more  fragmented  and  less  nimble
competitors in that region.  In acquiring  additional  companies and assets,  we
will target those  necessary to enhance our ability to operate as an  integrated
provider and ensure compliance with existing environmental laws.

     We plan to target  hundreds  of haulers  and  generators  who will  benefit
substantially from outsourcing some or all of their  transportation,  logistical
and disposal needs, and municipalities, transfer stations, demolition companies,
trucking companies and waste brokers. By offering integrated services, customers
will have a full  complement of services from which to choose.  To assist in our
bidding for municipal  and other private and public  contracts and in evaluating
acquisition  targets, we have begun to compile a management team with many years
of  experience  in and  knowledge of the solid waste and railcar  transportation
industries.

     Based on public  reports,  we  believe  that only 5% of the  massive  waste
market is currently served by rail transportation. Part of the reason has been a
shortage  of  railcars  and  related  equipment  necessary  for use in the waste
industry.  We plan to  service  that  need by  providing  railcars,  containers,
maintenance,  loading and offloading  facilities.  In order to achieve that, our
management  team will design and procure the  necessary  equipment.  On July 11,
2005, we contracted to purchase 95 retrofitted  railcars for a purchase price of
$4,085,000 in furtherance of our strategic plan and  operations,  and subsequent
to year end we  acquired  52  intermodal  containers  suitable  for solid  waste
bringing our total number of containers owned to 272.

                                       2
<PAGE>

     Several of the main  factors  we plan to  compete  on are price,  capacity,
geography, collection, transfer and disposal volume. Our success in executing on
our  business  plan will depend on our ability to  maximize  utilization  of our
containers and rail access rights. We believe we can achieve competitive pricing
by  consolidating  collections  over a vast  region  because  of  our  focus  on
utilizing rail  transport.  By collecting,  transporting  and disposing of large
volumes of solid  waste,  we believe we can create  economies  of scale and thus
cost-savings  that we can pass through to our  customers.  At the current  time,
there is a  shortage  of waste  disposal  sites in the  Northeast  resulting  in
haulers and generators having to transport their waste to other states and other
nearby  accessible  regions.  With the increasing costs of fuel and the distance
needed  to  travel,  companies  able to most  efficiently  and cost  effectively
collect and transport the waste have a competitive advantage.

Services

     With our  initial  acquisition  of E-Rail,  we plan to serve the  Northeast
market by  targeting  generators  and  haulers of solid  waste for  residential,
commercial,  industrial  and  municipal  entities.  Our  services  will  include
landfill  disposal,  transfer station,  intermodal,  railcar  transportation and
equipment maintenance.

     We plan to own or  lease  permitted  landfill  disposal  facilities  in the
Northeast  and  Mid-West to process  solid waste  transported  via rail from the
Northeast.  Our  fees  will be  based on the  volume  and type of waste  that is
processed.  While we will work  diligently  to obtain all  necessary  permits to
operate  a waste  disposal  landfill,  there are no  assurances  that we will be
successful and any such shortcoming  could have a material adverse effect on our
operations and the value of assets acquired.

     We plan to enter into contracts  and/or acquire,  develop,  own and operate
transfer  stations  in  markets  close to our  collection  operations.  Transfer
stations  enable  us  to  extend  our  direct-haul  reach  and  link  collection
operations with disposal  facilities that we own, operate or lease. As a result,
we would be able to  increase  the  volume  of waste  transported  to any  given
facility,  leading to greater  efficiencies,  economies of scale and competitive
pricing.

Competition

     The solid waste  services  industry is highly  competitive  and with recent
consolidation  in the  industry,  several  large  companies  have emerged as the
leaders, including Allied Waste Industries, Inc., Republic Services, Inc., Waste
Connections,  Inc. and Waste  Management,  Inc. On a regional  basis,  there are
several  publicly-held  and  privately-owned  companies  and  thousands of small
operators.  In addition, we compete directly with companies that transport waste
via truck, barge,  water, roads, and any other method of transportation  outside
of rail, alternative disposal facilities like incinerators,  and municipalities,
districts   and  counties  that  have  their  own  waste   disposal   sites  and
transportation network.

     The solid waste industry has and continues to experience consolidation.  We
will have to  compete  with  both  small and large  companies  when  seeking  to
vertically  integrate  and  acquire  quality  companies  in  the  industry.  Our
competitors  have to be  aggressive in cost  reduction  and  therefore  vertical
acquisitions  and attaining more capacity  remains a high priority,  and in most
instances,  greater access to financing and capital is a significant  advantage.
Many of our established  competitors will be better financed, and as such it may
become  uneconomical  for us to make further  acquisitions or to locate suitable
and valued acquisition targets.

                                       3
<PAGE>

Regulatory Issues

     The  solid  waste  industry,  including  landfills,  waste  transportation,
transfer  stations,  vehicle  maintenance  facilities,   loading  and  unloading
facilities and fueling facilities are subject to extensive regulatory control at
the federal, state and county levels.

     The  Clean Air Act,  generally  through  state  implementation  of  federal
requirements,  regulates emissions of air pollutants from landfills and disposal
sites based on factors  such as the date of the landfill  construction  and tons
per year of emissions of regulated pollutants.  State regulators may impose more
stringent  requirements than those provided by federal regulations.  Air permits
and operating permits may be required, depending on potential air emissions.

     The Comprehensive Environmental Response,  Compensation,  and Liability Act
of 1980, or CERCLA  established a regulatory program to investigate and clean up
facilities  where or from which a release of any  hazardous  substance  into the
environment has occurred or is threatened. CERCLA may enforce its regulatory and
remedial  program by imposing  strict joint and several  liability on any entity
held  responsible  for  violations.  Various states also impose strict joint and
several liability for  investigation,  cleanup and other damages associated with
hazardous substance releases.

     The Federal  Water  Pollution  Control Act of 1972,  or the Clean Water Act
regulates the discharge of pollutants from a variety of sources, including solid
waste  disposal  sites and  transfer  stations,  into the  waters of the  United
States.  Any  violations of the Clean Water Act would  require  applying for and
obtaining a discharge  permit,  conducting  sampling and  monitoring,  and under
certain circumstances, to reduce the level of pollutants.

     The Resource  Conservation  and Recovery Act of 1976, or the RCRA regulates
the generation,  treatment,  storage,  handling,  transportation and disposal of
solid waste and requires  states to enact  programs to ensure the safe  handling
and disposal of solid waste.  Waste  classified as hazardous are subject to much
more stringent regulations than waste classified as non-hazardous. RCRA requires
registration,  compliance,  reporting and corrective action,  amongst others. In
1991,  the  Environmental  Protection  Agency adopted the Subtitle D Regulations
governing solid waste landfills.  These include location restrictions,  facility
design standards,  operating  criteria,  closure and post-closure  requirements,
financial   assurance   requirements,   groundwater   monitoring   requirements,
groundwater remediation standards and corrective action requirements. Each state
is responsible for enacting  regulations and standards  promulgated by the EPA ,
which may be more stringent than that required under the Subtitle D Regulations.

Subsequent Event

     On  September  8, 2005,  the Company  completed  an  acquisition  of E-Rail
Logistics,  Inc., a New York corporation ("E-Rail"), a development stage company
focusing  on  operations  in the solid waste  disposal  industry,  and  E-Rail's
wholly-owned  subsidiary,  Bellville Mining Company,  Inc., a Ohio  corporation,
that owns certain land and mineral rights in Southern Ohio. Through this initial
acquisition,  the Company  plans to transport  solid waste,  initially  from the
Northeast  region of the United  States and process and dispose of it in Company
owned or leased permitted landfills.  While the Company views the acquisition of
E-Rail as key in the execution of its business plan, there are inherent risks in
any  acquisition,  especially  since E-Rail is a development  stage company with
limited  operations  and revenues at this present time.  The Company  determined
that it did not acquire  productive assets or a business and the acquisition was
treated as an asset  acquisition.  For a list of risk  factors,  please refer to
"Factors, Risks and Uncertainties That May Affect Our Business" below.

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<PAGE>

Customers

     As of July 31, 2005, the Company had no customers and was in the process of
acquiring properties,  equipment,  and rail access rights that would allow us to
generate customers.

Employees

     As of July 31, 2005, the Company had two executive full time employees. The
Company  also  utilizes  temporary  employees  throughout  the  year to  address
business  needs  and  significant   fluctuations  in  administrative  needs  for
accounting,  reports and  disclosure.  None of our employees is represented by a
collective  bargaining  agreement,  nor have we  experienced  any work stoppage.
Following our year end, with the acquisition of E-Rail, the Company entered into
employment  agreements  with 3 key executives of E-Rail and hired one additional
administrative  staff as full time  employees.  We do not expect any significant
disruption  in our  business  in  2005-06  as a result  of  labor  negotiations,
employee  strikes or  organizational  efforts.  We are actively  seeking a Chief
Financial Officer with industry and public company reporting experience,  and we
hope to fill that position in the next few months.

Factors, Risks and Uncertainties That May Affect our Business

     With the exception of historical facts stated herein, the matters discussed
in this report on Form 10-KSB/A-1 are "forward looking"  statements that involve
risks and  uncertainties  that could cause actual  results to differ  materially
from projected results.  Such "forward looking" statements include,  but are not
necessarily  limited  to  statements  regarding  anticipated  levels  of  future
revenues and earnings from the operations of Chartwell  International,  Inc. and
its subsidiaries,  (the "Company," "we," or "us"),  projected costs and expenses
related to our operations,  liquidity,  capital  resources,  and availability of
future equity capital on commercially reasonable terms. Factors that could cause
actual results to differ  materially are discussed below. We disclaim any intent
or obligation to publicly update these "forward looking" statements,  whether as
a result of new information, future events or otherwise.

Risks Related To Our Acquisition Strategy

     Recent change of control and  discontinued  prior  operations do not give a
historical basis upon which to evaluate the Company's  current efforts,  and the
change in strategic  direction has certain  inherent risks. The Company recently
experienced a change of control and  discontinued  all prior  activities.  As of
July 2005,  the Company has had no assets and no  operations.  In addition,  the
Company's  periodic and current  reports  filed prior to March 2005 will contain
information  which will no longer be  applicable  or relevant to the current and
future business operations of the Company.

     The  Company  has  changed  its  business  focus  and  intends  to  acquire
operations  unrelated  to past  activities,  and  there are no  assurances  that
management  will be  successful  in  acquiring  a business  or  integrating  the
operations successfully, which would impair the value of the Company further. In
connection with the recent change of control,  the Company has shifted its focus
towards an  acquisition.  On  September  8, 2005,  the Company  entered  into an
Agreement and Plan of Merger with E-Rail Logistics, Inc. ("E-Rail"), pursuant to
which the Company  acquired E-Rail,  a development  stage company.  Although the
acquisition  of  these  assets  is part of the  strategic  business  plan of the
Company,  there can be no  assurance  that the  Company  will be  successful  in
integrating the assets of E-Rail as part of the Company.

     The  Company  faces  challenges  in  attracting  and  retaining   qualified
management  experienced  in the  transportation  and  disposal  of solid  waste.
Current  management of the Company has no prior experience  operating a business
like E-Rail.  Therefore  the success of the Company  will depend  largely on the

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<PAGE>

Company's ability to either hire qualified individuals to operate the Company or
retain the existing  management of E-Rail as personnel of the Company.  Although
we have entered into  employment  contracts with former  management of E-Rail to
utilize its assets following the acquisition, no assurance can be given that the
Company will be able to retain such  personnel  as its own  personnel or attract
qualified  individuals  in the future to manage the Company.  The failure of the
Company to either retain or attract such personnel could have a material adverse
effect on the Company's business and financial condition.

     Integration of proposed  acquisitions  poses certain risks, and the Company
does not currently have  historical  experience upon which to base an evaluation
of the future  prospects  of success.  The Company has only a limited  operating
history upon which to base an  evaluation  of its  business  and its  prospects.
There  can  be  no  assurance  that  the  Company's  recently  assembled  senior
management  team will be able to manage the Company  successfully  and implement
the  Company's  operating  and  growth  strategies  effectively.  The  Company's
effective   integration  of  acquired   businesses  into  its  organization  and
operations  is and will  continue to be  important to the  Company's  growth and
future  financial  performance.  A part of the Company's  strategy is to achieve
economies of scale and operating  efficiencies  by  increasing  its size through
acquisitions.  These goals may not be achieved  even if the Company  effectively
combines the operations of acquired  businesses with its existing operations due
to factors beyond our control, such as market position or customer base. Because
of the Company's limited operating  history,  there can be no assurance that its
recently  assembled  senior  management  team will  succeed in  integrating  the
Company's future  acquisitions.  Any difficulties the Company  encounters in the
integration  process  could  have a  material  adverse  effect on its  business,
financial condition and results of operations.

     Acceptable  acquisition  targets may not  materialize.  The Company expects
that a  substantial  part of its future  growth will come from  acquiring  solid
waste collection,  transfer,  maintenance and loading  facilities,  and disposal
operations.  There can be no assurance that the Company will be able to identify
suitable  acquisition  candidates  or, if such  candidates  are  identified,  to
negotiate  their  acquisition at prices or on terms and conditions  favorable to
the Company.  Additionally,  we expect  continued  consolidation in the industry
will  reduce the  number of  qualified  acquisition  candidates.  The  Company's
failure to  implement  its  acquisition  strategy  successfully  could limit its
potential growth.

     The Company may not be able to attract the required capital, through either
debt or equity financings,  in order to complete strategic  acquisitions or make
required  purchases  of  capital  equipment  needed to  conduct  its  operations
efficiently,  either of which could  adversely  effect the  Company's  financial
condition and ability to execute on its business plan.  The Company  anticipates
that any  future  business  acquisitions  will be  financed  through  cash  from
potential operations, borrowings, the issuance of shares of the Company's Common
Stock and/or  seller  financing.  If  acquisition  candidates  are  unwilling to
accept,  or the Company is unwilling to issue,  shares of the  Company's  Common
Stock as part of the  consideration  for such  acquisitions,  the Company may be
required to use more of its available  cash  resources or debt, to the extent it
is available, to fund such acquisitions.  To the extent that cash from potential
operations  and debt are  insufficient  to fund  acquisitions,  the Company will
require  additional  equity  and/or  debt  financing,  the terms of which may be
unfavorable or  unavailable.  Additionally,  growth  through the  development or
acquisition of new landfills, transfer stations and other facilities, as well as
the  ongoing   maintenance  of  such  landfills,   transfer  stations  or  other
facilities,  may  require  substantial  capital  expenditures.  There  can be no
assurance that the Company will have sufficient existing capital resources or be
able to raise sufficient  additional  capital resources on terms satisfactory to
the Company to meet any or all of the foregoing capital requirements.

     There may be  undisclosed  liabilities  in the  businesses  that we acquire
which we fail or are unable to  discover  which  could  have a material  adverse
effect on our  operations  and  business  conditions.  As a  successor  owner to

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<PAGE>

entities we acquire, we often assume prior liabilities incurred and there can be
no assurances that these  liabilities  are properly  disclosed to us. Even if we
obtain   legally   enforceable   representations,   warranties,   covenants  and
indemnities  from the sellers of such  businesses,  we may not be  successful in
fully covering the liabilities. Certain environmental liabilities, even if we do
not  expressly  assume  them,  may be imposed upon us under  various  regulatory
schemes and legal  theories,  and as such may  materially  affect our ability to
operate and grow our business.

     Larger  competitors may compete with the Company for  acquisition  targets,
making it more difficult for the Company to acquire  businesses  that fit within
its  business  strategy,  or  increasing  the cost of making such  acquisitions,
either of which could negatively  affect our  performance.  The Company competes
for  acquisition  candidates  with other  entities,  some of which have  greater
financial  resources than the Company.  Increased  competition  for  acquisition
candidates may result in fewer acquisition  opportunities being available to the
Company,  as well as less  attractive  acquisition  terms,  including  increased
purchase prices.  These  circumstances may increase  acquisition costs to levels
that are beyond the Company's financial capability or pricing parameters or that
may have an adverse effect on the Company's  results of operations and financial
condition.  The ability to utilize the Company's securities as consideration for
potential acquisitions may depend in large part on the relative market price and
capital  appreciation  prospects  of the  Common  Stock  compared  to the equity
securities  of the Company's  competitors.  If the market price of the Company's
Common Stock were to decline  materially  over a prolonged  period of time,  the
Company's acquisition program could be materially adversely affected.

Risks Related to our Industry

     Strategic growth through acquisitions is dependent on the Company's ability
to  internally  grow its  logistics  infrastructure,  and there is no historical
perspective  to validate the Company's  belief that it can attain  certain gross
margins competitively, the failure of which would adversely affect its financial
condition.   The  Company's  growth  strategy  includes  (i)  expanding  through
acquisitions,  and (ii)  generating  internal growth of its  infrastructure  and
logistics  capabilities.  The Company's  ability to execute its growth  strategy
will  depend on a number of  factors,  including  the  success of  existing  and
emerging  competition,  the availability of acquisition  targets, the ability to
maintain  profit  margins in the face of competitive  pressures,  the ability to
continue to  recruit,  train and retain  qualified  employees,  the  strength of
demand for the Company's services and the availability of capital to support its
growth.

     Rapid growth could create risks of over leverage or  undercapitalization to
meet  obligations,   which  could  materially  impact  the  Company's  financial
condition and strategy.  If the Company is able to execute its growth  strategy,
it may  experience  periods of rapid growth.  Such growth,  if it occurs,  could
place a significant strain on the Company's management,  operational,  financial
and other  resources.  The  Company's  ability to maintain and manage its growth
effectively  will  require  it to  expand  its  management  information  systems
capabilities and its operational and financial  systems and controls.  Moreover,
the Company will need to attract, train, motivate,  retain and manage additional
senior  managers,  technical  professionals  and  other  employees,  as  well as
integrate  accounting and reporting for disclosure  controls and compliance with
Section  404 of the  Sarbanes-Oxley  Act.  Any  failure to expand the  Company's
operational  and  financial  systems and  controls  or to recruit and  integrate
appropriate  personnel at a pace  consistent  with the Company's  revenue growth
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and results of operations.

     The  solid  waste  industry  is  highly  competitive,   and  we  will  face
competition  from companies that may be better financed than we are, which could
impact our  ability to compete  for  customers  and  employees.  The solid waste

                                       7
<PAGE>

services industry is highly competitive and fragmented and requires  substantial
labor and  capital  resources.  Certain  of the  markets  in which  the  Company
competes or will likely compete are served by one or more large,  national solid
waste companies, as well as by numerous regional and local solid waste companies
of  varying  sizes and  resources,  some of which have  accumulated  substantial
goodwill.  The Company also competes  with  counties,  municipalities  and solid
waste   districts  that  maintain  their  own  waste   collection  and  disposal
operations.  These counties,  municipalities  and solid waste districts may have
financial advantages over the Company,  because of their access to user fees and
similar charges, tax revenues and tax-exempt financing. Certain of the Company's
competitors may also be better capitalized,  have greater name recognition or be
able to  provide  services  at a lower  cost  than the  Company.  The  Company's
inability to compete with  governmental  service providers and larger and better
capitalized  companies  could have a material  adverse  effect on the  Company's
business, financial condition and results of operations.

     Solid waste disposal is regulated by the various governmental agencies, and
changes in legislation or rules and  regulations  could have a material  adverse
effect on our  operations.  The waste  management and rail-based  transportation
industries  are  subject  to  extensive  and  evolving  environmental  laws  and
regulations,  the  enforcement  of which has become  increasingly  stringent  in
recent  years  as  a  result  of  greater  public  interest  in  protecting  the
environment.  Although we do not anticipate or intend to transport or dispose of
toxic waste or other hazardous  materials,  these laws and regulations may still
impose  substantial  costs on the Company and affect the  Company's  business in
other ways that could add unforeseen costs to operations.

     The Company's  inability to maintain  landfill  permits and licenses  could
adversely  affect  financial  resources or require  significant  expenditures to
comply with the  regulations,  either of which  could  materially  affect  gross
margins and cash flow from  operations.  If the Company  implements its strategy
for  landfill  ownership  and  operation,  it will be  necessary  to obtain  and
maintain  in  effect  one or more  licenses  or  permits,  as  well  as  zoning,
environmental  and/or other land use  approvals.  These  licenses or permits and
approvals  are  difficult  and  time-consuming  to  obtain  and  renew  and  are
frequently  subject to  opposition  by various  elected  officials  or citizens'
groups,  whose  positions  may change in the  future in ways that may  adversely
effect continuing  operations or materially  affect the cost of operations.  The
design,  operation and closure of landfills  are  extensively  regulated.  These
regulations include, among others, the Subtitle D Regulations. Failure to comply
with these regulations  could require the Company to undertake  investigatory or
remedial activities, to curtail operations or to close a landfill temporarily or
permanently.  Future  changes to these  regulations  may  require the Company to
modify,  supplement  or replace  equipment  or  facilities  at costs that may be
substantial.  The failure of regulatory  agencies to enforce  these  regulations
vigorously or  consistently  may give an advantage to competitors of the Company
whose  facilities do not comply with the Subtitle D  Regulations  or their state
counterparts.  The Company's  financial  obligations arising from any failure to
comply  with  these  regulations  could have a  material  adverse  effect on the
Company's business, financial condition and results of operations.

     Judicial  and  administrative  proceedings  related  to  our  business  are
routine, and penalties, fines, or remediation orders could materially impact our
cash flow or working capital from time-to-time,  which could impair our business
plan objectives.  Companies in the solid waste services  business are frequently
subject  in the  normal  course  of  business  to  judicial  and  administrative
proceedings  involving  federal,  state or local  agencies or citizens'  groups.
Governmental agencies may seek to impose fines or penalties on the Company or to
revoke  or deny  renewal  of the  Company's  operating  permits,  franchises  or
licenses  for  violations  or  alleged   violations  of  environmental  laws  or
regulations or require the Company to make  expenditures to remediate  potential
environmental problems relating to waste disposed of or stored by the Company or
its predecessors,  or resulting from its or its predecessors' transportation and
collection  operations.  The Company  may also be subject to actions  brought by
individuals or community  groups in connection with the permitting,  franchising
or  licensing  of  its  operations,  any  alleged  violation  of  such  permits,

                                       8
<PAGE>

franchises  or  licenses  or  other  matters.   Any  adverse  outcome  in  these
proceedings  could have a material  adverse  effect on the  Company's  business,
financial  condition  and results of  operations  and may subject the Company to
adverse publicity.

     The Company may be subject to liability for any  environmental  damage that
its solid waste facilities may cause, including damage to neighboring landowners
or residents, particularly as a result of the contamination of soil, groundwater
or surface water, and especially  drinking water,  which could materially impact
our cash flow in any given period.  The Company's  potential  liability includes
damage  resulting  from  conditions  existing  prior to the  acquisition of such
facilities by the Company.  The Company may also be subject to liability for any
off-site   environmental   contamination   caused  by  pollutants  or  hazardous
substances  whose  transportation,  treatment  or disposal  was  arranged by the
Company or its predecessors.  Any substantial liability for environmental damage
incurred by the Company  could have a material  adverse  effect on the Company's
business, financial condition and results of operations. Further, CERCLA imposes
joint and several  strict  liability  on the  present  owners and  operators  of
facilities from which a release of hazardous substances into the environment has
occurred,  as well as any party that owned or operated  the facility at the time
of  disposal  of the  hazardous  substances,  regardless  of when the  hazardous
substance was first  detected.  CERCLA defines the term  "hazardous  substances"
very broadly to include more than 700 substances  that are specified under RCRA,
have  specific  hazardous  characteristics  defined  under RCRA or are regulated
under any of  several  other  statutes.  Similar  liability  is  imposed  on the
generators  of  waste  that  contains  hazardous  substances  and  on  hazardous
substance transporters that select the treatment,  storage or disposal site. All
such persons,  who are referred to as potentially  responsible parties ("PRPs"),
generally  are jointly and  severally  strictly  liable for the expense of waste
site  investigation,  waste site  cleanup  costs and natural  resource  damages,
regardless  of whether they  exercised  due care and complied  with all relevant
laws and regulations.  These costs can be very  substantial.  Furthermore,  such
liability  can be based on the existence of even very small amounts of hazardous
substances;   unlike  most  of  the  other  statutes  that  regulate   hazardous
substances,  CERCLA does not require any minimum  volume or  concentration  of a
hazardous substance to be present before imposing  liability.  It is likely that
hazardous substances have in the past come to be located in landfills with which
the  Company is or will  become  associated.  If any of the  Company's  sites or
operations ever experiences environmental problems, the Company could be subject
to  substantial  liability,  which could have a material  adverse  effect on its
business, financial condition and results of operations.

     Our inability to obtain  performance or surety bonds,  letters of credit or
insurance  for municipal  solid waste  services  contracts and landfill  closure
obligations may require other means of financial assurance to secure contractual
performance,  which could materially  affect our potential cash flow and working
capital.  If the  Company in the future  were  unable to obtain  performance  or
surety bonds or letters of credit in sufficient  amounts or at acceptable rates,
it could be  precluded  from  entering  into  additional  municipal  solid waste
services contracts or obtaining or retaining  landfill  operating  permits.  Any
future difficulty in obtaining insurance could also impair the Company's ability
to secure future  contracts  conditioned  on the  contractor's  having  adequate
insurance  coverage.   Accordingly,   the  failure  of  the  Company  to  obtain
performance  or surety  bonds,  letters  of credit or other  means of  financial
assurance  or to  maintain  adequate  insurance  coverage  could have a material
adverse  effect on the Company's  business,  financial  condition and results of
operations.

ITEM 2 - DESCRIPTION OF PROPERTY

     The Company currently uses office space of a business located at 1124 Smith
Street,  Suite 304,  Charleston,  W.V. 25301.  The office building is owned by a
relative of our Chairman and Vice President,  Mr. Imre Eszenyi,  and the Company
does not currently pay rent for the use of the space or administrative personnel
located there. We anticipate  acquiring office leases for general operations and
administrative functions in the future, as we execute on our business plan.

                                       9
<PAGE>

     Subsequent to year end, and as part of the E-Rail acquisition,  we acquired
certain  undeveloped  properties in Ohio  comprising  several parcels of land in
Jackson County,  Scioto County and Laurence County for a total of  approximately
1,612 acres.  1500 acres of those  properties  are  encumbered by mortgage liens
held by certain  creditors of E-Rail  associated with promissory notes issued by
E-Rail to such creditors in the aggregate principal amount of $1,823,000.

ITEM 3 - LEGAL PROCEEDINGS

     To the best knowledge of management, there are no legal proceedings pending
against the Company.  In the normal course of  operations,  the Company may have
disagreements or disputes with employees,  vendors or customers.  These disputes
are seen by the Company's management as a normal part of business, and there are
no pending actions currently or no threatened  actions that management  believes
would have a significant  material impact on the Company's  financial  position,
results of operations or cash flows.

     Subsequent  to year end,  the Company  acquired and assumed from Rail Waste
Holdings, LLC, a promissory note dated January 4, 2004 (the "Note") and open end
mortgage dated January 6, 2004 (the "Mortgage"),  issued to Rail Waste Holdings,
LLC by Minerva  Enterprises,  Inc. On May 27, 2005, LFL Logistics Inc. brought a
foreclosure  action  against  Minerva  Enterprises,  Inc. in the Court of Common
Pleas,  Stark  County,  Ohio,  and joined as additional  defendants,  Rail Waste
Holdings,  LLC,  Gonzoil,  Inc.,  Ohio Waste,  LLC,  R.W.  Recycling,  LLC, DART
Trucking  Company,  Inc.,  Dart Services,  Inc.,  First  International  Bank and
Cantwell  Machinery  Company,  Inc.  LFL  Logistics  is a holder  and owner of a
Certificate  of  Judgment  for Lien Upon  Lands and  Tenements  against  Minerva
Enterprises  in the amount of $40,919.86  and filed suit to foreclose on certain
real property owned by Minerva  because of Minerva's  refusal and failure to pay
in  satisfaction  of such  Certificate  of Judgment.  LFL  Logistics  joined the
additional  defendants because it believed those companies may claim an interest
in the subject real estate by virtue of certain  recordings  made of record.  On
June 10, 2005,  Rail Waste Holdings filed a cross claim against  Minerva and the
other  defendants for  $600,187.58  plus  collection  costs,  attorneys fees and
interest  at a rate of 10%  because  of  Minerva's  default  on the Note.  As of
September 20, 2005,  Minerva has settled  claims with LFL Logistics and Gonzoil.
Through the acquisition and assumption of the Note and Mortgage, the Company has
assumed Rail Waste Holdings' obligations under this legal proceeding.

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

     On June 27, 2005,  the Company  obtained  shareholder  consent to amend and
restate the Company's  Articles of  Incorporation  (i) to increase the number of
authorized  shares of common stock from  50,000,000 to 100,000,000  shares,  and
(ii) effect a 10 for 1 reverse stock split. The Amended and Restated Articles of
Incorporation was disclosed in an information statement sent to all shareholders
of  record  as of April  25,  on June 6,  2005.  45,000,000  of the  issued  and
outstanding  shares of the Company  consented  to the  proposal  with  5,000,000
abstaining.

                                     PART II

ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

     Our common stock is traded on the Over the Counter Bulletin Board under the
symbol CHWN.

                                       10
<PAGE>

     The  following is the range of high and low bid prices for our common stock
for the periods indicated.  The quotations reflect inter-dealer prices,  without
retail  mark-up,   mark-down  or  commissions  and  may  not  represent   actual
transactions.

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

Fiscal 2004                               High    Low        Fiscal 2005                            High     Low
----------------------------------------- ------- -------    -------------------------------------- -------- --------

First Quarter (October 31, 2003)          $.08    $.04       First Quarter (October 31, 2004)       $.05     $.03
Second Quarter (January 31, 2004)         $.09    $.03       Second Quarter (January 31)            $.05     $.03
Third Quarter (April 30, 2004)            $.09    $.04       Third Quarter (April 30)               $.38     $.03
Fourth Quarter (July 31, 2004)            $.11    $.05       Fourth Quarter (July 31)*              $4.50    $1.90

</TABLE>

     *Reflects 10 for 1 reverse stock split effective June 27, 2005.

     The closing price for our common stock on July 31, 2005 was $3.60.

Stockholders

     As of July 31, 2005,  there were  11,688,141  shares of common stock issued
and outstanding  held by 530  stockholders of record (not including  street name
holders).

Dividends

     On March 18, 2005, the Company issued all the shares of Kingsley Capital, a
wholly-owned  subsidiary  of the  Company  to the  Company's  stockholders  as a
dividend,  and transferred  all its assets and liabilities to Kingsley  Capital,
effecting a spin-off of Kingsley Capital as a private corporation.

     We do not anticipate  paying any dividends in the foreseeable  future.  Our
Board of Directors intends to follow a policy of retaining earnings,  if any, to
finance the growth of the company.  The  declaration and payment of dividends in
the future will be  determined  by our Board of Directors in light of conditions
then existing,  including the Company's earnings,  financial condition,  capital
requirements and other factors.

Recent Sales of Unregistered Securities

     On July 30, 2005,  the Company  completed a private  placement of 7,349,667
shares of restricted  common stock at a purchase price of $1.50 per share. As of
July 31,  2005,  the Company sold  6,394,267  shares of common stock with signed
subscriptions  for the remaining  955,400  shares to be issued,  subject to a 5%
limitation on ownership.  With the exception of several U.S. investors,  most of
the investors  participating in the private placement were non-U.S.  persons and
were not in the U.S.  at the time of offer  and sale of the  common  stock.  The
shares of common  stock were  offered  and sold by the  Company in  reliance  on
Section 506 of  Regulation  D and/or  Regulation  S of the  Securities  Act, and
comparable exemptions for sales to "accredited" investors under state securities
laws. The offers and sales were made to accredited  investors as defined in Rule
501(a) under the Securities Act, no general solicitation was made by the Company
or any person acting on our behalf; the securities sold were subject to transfer
restrictions,  and the  certificates  for those shares  contained an appropriate
legend stating they had not been registered under the Securities Act and may not
be offered or sold absent registration or pursuant to an exemption therefrom.

                                       11
<PAGE>

Securities Authorized for Issuance under Equity Compensation Plans

     We do not currently have any equity plans for employees.

ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The  following   discussion   should  be  read  in  conjunction   with  our
consolidated  financial  statements and notes thereto included elsewhere in this
Report.  Forward  looking  statements  are  statements  not based on  historical
information and which relate to future operations, strategies, financial results
or other  developments.  Forward-looking  statements  are based upon  estimates,
forecasts,  and assumptions that are inherently subject to significant business,
economic and  competitive  uncertainties  and  contingencies,  many of which are
beyond our control and many of which, with respect to future business decisions,
are subject to change.  These  uncertainties and contingencies can affect actual
results and could cause actual results to differ materially from those expressed
in any forward-looking  statements made by us, or on our behalf. We disclaim any
obligation to update forward-looking statements.

     The  discussion  and  financial  statements  contained  herein are from our
inception of March 3, 2005 to our fiscal year ended July 31, 2005. The following
discussion  regarding the financial  statements of the Company should be read in
conjunction with the financial statements of the Company included herewith.

Financial Condition as of July 31, 2005.

     Effective  January 31,  2005,  the Company  transferred  all of its assets,
liabilities  and  operations  to Kingsley,  its wholly owned  subsidiary at that
time, and issued a promissory  note to Kingsley for $200,000.  On March 3, 2005,
the Company  completed a spin-off of Kingsley by distribution of Kingsley common
stock as a dividend to Chartwell  shareholders on a pro-rata basis. As such, our
inception of  operations as a  development  stage company  commenced on March 3,
2005.

     The Company reported total assets of $9,120,029 at July 31, 2005 consisting
of cash of  $7,685,962,  a deposit  for the  purchase  of  retrofitted  railcars
totaling $1,425,000 and other assets totaling $9,067. Total liabilities reported
of $61,002  consisted of trade  payables and amounts due to related  parties for
legal services and general administrative expenses paid by them. The Company had
working capital of $9,059,027 at July 31, 2005.

     The Company is currently a development  stage  company  seeking to initiate
operations in the solid waste transportation and disposal industry,  principally
through acquisitions.  With increasing gas prices,  increased waste, and limited
waste disposal  sites,  as well as regulatory  limitations  in key  metropolitan
areas,  the  Company  believes  that it can  attract  and retain an  experienced
management team to take advantage of what the Company sees as a shift in current
industry  practices  and modes of  transportation,  as well as the logistics for
solid waste transportation and disposal, including site management. Accordingly,
the Company is seeking to integrate rail transportation,  including construction
and service  maintenance  of rail  containers,  waste  disposal,  disposal  site
management,  and the  logistics of vertically  integrating  each aspect of waste
disposal.  Currently, the Company is in discussions with other companies in this
industry, but has no existing business in the waste industry to date.

Plan of Operation

Background

     The Company was formed in 1984 and until early 2005, its principal activity
consisted  of  the  oversight  of  its   investments,   principally  in  College

                                       12
<PAGE>

Partnerships,  Inc. On January 31,  2005,  the  Company  transferred  all of its
assets and liabilities to its then wholly owned  subsidiary,  Kingsley  Capital,
Inc. and  subsequently  transferred  all of its Kingsley  stock to the Company's
then existing  shareholders  as a dividend  effective  March 3, 2005 effecting a
spin-off of Kingsley  Capital.  On March 23, 2005, the Company issued 25,838,433
pre-split  shares of its common stock to Imre  Eszenyi in a private  transaction
for $200,000,  which  proceeds were used to pay off the  promissory  note issued
previously to Kingsley Capital.

     Since  March 3,  2005  and  following  the  discontinuation  of its  former
operations and business,  the Company changed its focus and strategic  direction
and  pursued  operations  as a  development  stage  company  in the solid  waste
transportation,  logistics,  management  and  disposal  industry.  Most  of  the
Company's  activities during the period from March 3, 2005 to July 31, 2005 were
dedicated to seeking  acquisition  targets with viable on-going  operations,  or
acquisition of assets, properties and access rights that would allow the Company
to begin operations.

     Subsequent  to its fiscal  year end,  on  September  8, 2005,  the  Company
acquired  E-Rail  Logistics,  Inc., a development  stage company with assets and
minimal operations in the solid waste disposal industry.  Because E-Rail was not
deemed a business,  the acquisition was treated as an acquisition of assets. The
acquisition included E-Rail Logistics' wholly-owned subsidiary,  Belville Mining
Company,  Inc. based in Ohio which has significant  interests and rights to over
8,000  acres of land in Ohio,  a portion  of which we  intend to permit  for the
Company's  landfill  operations.  The property  contains clay and other minerals
that are also  required  for the  operation  of  landfills.  The Company is only
beginning the permitting  process,  and cannot estimate when  operational use of
the  property  will begin at this time.  In addition  to permits,  the site will
require some infrastructure improvements, which the Company is evaluating.

Cash and Cash Equivalents

     As of July  31,  2005,  the  Company  has  cash  and  cash  equivalents  of
$7,685,962.  The Company  anticipates  a  substantial  portion  shall be used as
working capital and to execute the Company's  acquisition  strategy and business
plan. As such, the Company further  anticipates it will have to raise additional
capital  through  asset  based  lines of  credit  or  additional  debt or equity
financings to fund operations and acquisitions during the next 12 months.

     Even  though the  Company  intends to obtain all the  necessary  permits to
operate a  landfill  on its  recently  acquired  Ohio  properties,  there are no
guarantees that it will be successful.  If the Company is not  successful,  that
may have a  material  adverse  effect  on how soon the  Company  will be able to
generate revenue and cash flow from on-going  operations.  Any such shortfall in
projected  revenues  may cause the Company to seek  additional  financing  at an
earlier date. There are no assurances that such financing will be available,  or
be available on terms acceptable to the Company.

Development

     The Company plans to apply for all necessary  permits to operate a landfill
on certain of its Ohio properties. This application process could take up to six
months or one year for  approval.  While the  Company  intends  to  aggressively
pursue its application, there are no guarantees it will be successful.

     Our  wholly  owned  subsidiary,  E-Rail  Logistics,  entered  into  several
agreements with  established  landfills in order to process and dispose of waste
we intend to  transport,  and we will  pursue  additional  access  for  disposal

                                       13
<PAGE>

pending final  permits to operate our own landfill.  The Company also intends to
build further  relationships  with other  landfill  operators,  and  potentially
acquire  additional  existing  landfill  operations in order to serve its future
customers.

     In addition to its disposal operations, the Company has purchased rail cars
and containers,  and through our wholly owned subsidiary,  E-Rail Logistics,  we
have  agreements  with  intermodal  and  maintenance  facilities  to support our
operations.  The Company  anticipates  it will  continue  to enter into  similar
arrangements  to increase  the volume of waste it can  transport  and process in
order to maximize volume in an effort to achieve economies of scale.

     The Company's  ability to generate revenue from on-going  operations depend
significantly on being able to develop properties it owns, and properties it may
lease.  Development of the property and infrastructure  for disposal  operations
will require significant capital expenditures,  and effective execution on these
developments,  and corresponding  development of customers with volume,  will be
essential to our success. Delays in permitting owned or lease properties, delays
in  infrastructure  development,  or delays in our  ability to create a customer
base with volumes needed will significantly impact our working capital.

Results of Operations

     Net losses for the period  from March 3, 2005 to fiscal year ended July 31,
2005  were  $973,119   that   consisted  of:  1)  four  months  of  general  and
administrative   expenses  totaling  approximately   $159,000,  and  2)  finance
placement  fees of  approximately  $836,000  for  assistance  in the sale of the
Company's common stock to raise capital, partially off-set by interest income of
approximately  $22,000 from the proceeds of the stock sales.  Effective July 11,
2005,  the Company  entered into a Purchase and Sale  Agreement with Railway and
Industrial  Services,  Inc.  for the purchase of 95  retrofitted  railcars for a
purchase  price of  $4,085,000.  The agreement  called for the Company to pay an
initial  deposit of  $1,425,000  and an  additional  $28,000 per railcar that is
accepted  and  delivered,  as defined.  The parties also entered into a Purchase
Money Security Agreement effective July 11, 2005 granting the Company a security
interest in the 95 railcars until such railcars are accepted and delivered.  The
total  deposit  will be  allocated  and  correspondingly  reduced at the rate of
$15,000 per railcar  delivered.  As of July 31,  2005,  the Company had no other
capital commitments, and has no off balance sheet items.

Liquidity and Capital Resources

     As a development  stage company,  there are currently  limited  operations,
principally directed at structuring an acquisition and initiating  operations in
the solid waste transportation and disposal industry. At fiscal year end, we had
no contractual commitments,  and other than nominal business expenses associated
with postage,  phones,  transfer agent and  accounting,  our operating  expenses
consists  principally  of legal  and  accounting  expenses  associated  with our
reporting  obligations,  and associated with our efforts to acquire an operating
entity.  Our Chairman and controlling  stockholder,  Mr. Imre Eszenyi,  has paid
certain required bills personally,  and planed to seek reimbursement through our
policies in the future,  subject to  approval by the Board of  Directors.  These
expenses include transfer agent fees,  business license fees and audit fees, all
of which in the aggregate  are  significantly  less than $60,000.  Subsequent to
year end, the Company reimbursed Mr. Eszenyi for all such expenses.

     With respect to liquidity and capital resources,  management  believes that
it will be able to generate  sufficient  revenue or raise sufficient  amounts of
working capital through asset based lending, debt or equity offerings, as may be
required to meet the Company's short-term and long-term obligations. In order to
execute on our business  strategy,  we will require  additional working capital,
commensurate  with the operational  needs of the target companies we may pursue.
Such working  capital  will most likely be obtained  through  equity  financings
until such time as acquired  operations are integrated and producing  revenue in
excess of operating  expenses.  There are no assurances  that we will be able to
raise the

                                       14
<PAGE>


required working capital on terms  favorable,  or that such working capital will
be available on any terms when needed.

     As of the date of this report,  we have no  obligations  with related
parties,  other than  reimbursement  of expenses to our Chairman and controlling
officer as described above, and we are current on all of our operating expenses.

Off-Balance Sheet Transactions

     There are no off balance  sheet  items,  and all  transactions  are in U.S.
dollars,  and we are not  subject to  currency  fluctuations  or similar  market
risks.

ITEM 7 - FINANCIAL STATEMENTS

     The Financial  Statements that constitute Item 7 are included at the end of
this report beginning on Page F-1.

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

     None.

ITEM 8A - CONTROLS AND PROCEDURES

     The Company's  management with the  participation and under the supervision
of its Principal  Executive Officer and Principal Financial Officer reviewed and
evaluated the effectiveness of the Company's  disclosure controls and procedures
as defined by Rule  13a-15(c)  of the  Exchange  Act as of the end of the fiscal
year  covered  by this  report.  Based  upon  their  evaluation,  the  Company's
principal executive and financial officers concluded that, as of the end of such
period,  our disclosure  controls and procedures are effective and sufficient to
ensure that we record, process, summarize, and report information required to be
disclosed  in the reports we filed  under the  Securities  Exchange  Act of 1934
within the time periods  specified by the Securities  and Exchange  Commission's
rules and  regulations.  During the year ended July 31, 2005, there have been no
changes in our internal control over financial  reporting,  or to our knowledge,
in other factors,  that have  materially  affected or are  reasonably  likely to
materially affect our internal controls over financial reporting.

     There have been no significant changes in our internal controls or in other
factors  which could  significantly  affect  internal  controls  over  financial
reporting  during the period of our  evaluation,  or  subsequent  to the date we
carried out our evaluation.

ITEM 8B - OTHER INFORMATION

     None.

                                    PART III

ITEM 9 - DIRECTORS AND EXECUTIVE OFFICERS

Directors and Executive Officers

     The following table sets forth the names and ages of the current  directors
and executive officers of the Company,  the principal offices and positions with
the Company  held by each  person and the date such person  became a director or
executive  officer of the  Company.  The  executive  officers of the Company are
elected annually by the Board of Directors. Each year the stockholders elect the
Board of Directors.  The executive officers generally serve terms of one year or
until their death,  resignation or removal by the Board of Directors.  There was

                                       15
<PAGE>

no  arrangement  or  understanding  between any executive  officer and any other
person  pursuant to which any person was elected as an  executive  officer.  The
number of directors range from three to seven. The Board has fixed the number of
directors at four, but is actively seeking additional independent directors.

   Person                          Age         Position
   ------                          ---         --------
   Imre Eszenyi                    37          Chairperson; V.P.
   Charles Srebnik                 71          Director
   David Adams                     47          Director, Secretary
   Janice A. Jones, Ph.D.          56          Director, Chief Executive Officer
                                               and Treasurer

     Mr. Imre Eszenyi, CFA, is the founder and is currently the Managing Partner
of Orchestra Finance L.L.P., a London-based  independent  investment firm, which
is authorized  and regulated by the Financial  Services  Authority.  Mr. Eszenyi
founded the Orchestra  Companies in 2001. In 2005,  Mr. Eszenyi joined the Board
of the Company and  currently  serves as our Vice  President and Chairman of the
Board.  Previously,  he has  gained  extensive  experience  in  structuring  and
execution of capital  markets and private  equity  transactions  globally  while
serving in various senior  capacities at global  investment  banking firms.  Mr.
Eszenyi  was with UBS  Warburg in the  Private  Equity  Group from 1997 to 2001,
Credit  Suisse  First  Boston from 1996 to 1997 and  Bankers  Trust from 1994 to
1996. Most recently with the Orchestra Finance L.L.P.,  Mr. Eszenyi was involved
in providing financing for fast developing publicly-listed companies,  including
ThermoGenesis  Corp.  ("KOOL"),  FX Energy,  Inc.  ("FXEN") and  Telkonet,  Inc.
("TKO").  Mr.  Eszenyi  received an M.B.A.  from Ohio  University,  where he was
sponsored by the George  Soros  Foundation,  and  attended  the Janus  Pannonius
University of Economics.  He is a Chartered Financial Analyst and is a member of
the Association for Investment Management and Research.

     Charles  Srebnik has been engaged in the  Investment  Banking  industry for
more than four decades.  For the past twenty-five years, Mr. Srebnik has been an
independent  financial consultant with the firm, Charles Srebnik and Associates,
and he has managed a privately held family fund. In 1992, he was the Chairman of
the Rockland  Bioscience Park Corporation.  From 1990 to 1992, Mr. Srebnik was a
contractor to the Resolution Trust  Corporation.  In 1981, he co-founded Genetic
Engineering,  Inc. (a  biotechnology  company) and served as its Chairman of the
Board of Directors  and  President  until it was acquired by Miller  Diversified
Corporation in 1992. Between 1975 and 1980, he served as the Director of Special
Situations in the Corporate Finance Department of D.H. Blair & Co., Inc. He is a
life  member  of the World  Simmental  Federation  and a member of the  Holstein
Association.

     David Adams joined the Board of Directors in April 2005, and also serves as
Corporate  Secretary.  He is a  shareholder  of the  law  firm of  Bartel  Eng &
Schroder   representing  public  and  private   corporations  in  the  areas  of
intellectual  property,   corporate  finance,   mergers  and  acquisition,   and
regulatory  matters from 2000 to the present.  From  November  1996 to 2000,  he
served as General  Counsel and V.P of  Business  Development  for  ThermoGenesis
Corp.  ("KOOL").  Mr. Adams  received his Bachelor of Arts Degree in Psychology,
with High  Distinction,  from the  University of Colorado,  Colorado  Springs in
1984,  and his Juris  Doctorate,  with  Distinction,  from the University of the
Pacific, McGeorge School of Law in 1988.

                                       16
<PAGE>


Janice  A.  Jones,  Ph.D.,  has been our  Director  since  inception  and  Chief
Executive  Officer and  Treasurer  since August  1990.  Her  positions  with the
Company and College Partnership, Inc. ("CPI") have been her full time occupation
from  1990 to 2005.  Since  1998,  she has  served  as  Director  and  Corporate
Secretary of College  Partnership,  a publicly held company registered under the
Securities  Exchange  Act of 1934,  and  President  and a Director  of  National
College  Recruiting  Association,  Inc.  Dr.  Jones  received a Ph.D.  in Social
Sciences  from Yeshiva  University  in 1980, a Masters  degree in 1976 in Social
Sciences  from  Yeshiva  University,  and a Bachelor  of Arts degree from Hunter
College in 1973. She received the Hunter College Hall of Fame Award in 1986. She
devotes  substantially  all  of  her  business  time  to CPI  and  our  business
activities.

Audit Committee Financial Expert

     The  Company's  Board of Directors  has not  established  a separate  audit
committee within the meaning of Section  3(a)(58)(A) of the Securities  Exchange
Act of 1934,  as amended  (the  "Exchange  Act").  Instead,  the entire Board of
Directors acts as the audit committee within the meaning of Section  3(a)(58)(B)
of the  Exchange  Act. In  addition,  each  director on the  Company's  Board of
Directors  currently  meets  the  definition  of an "audit  committee  financial
expert"  within the meaning of Item 401(e) of Regulation  SB,  however,  Charles
Srebnik is the only  independent  director.  The  Company is  currently  seeking
candidates  for  outside  directors  and for a  financial  expert  to serve on a
separate audit  committee when we establish one. Due to the Company's small size
and limited  resources,  it has been difficult to recruit outside  directors and
financial experts,  especially due to the fact that as for our fiscal year ended
July 31, 2005, we did not have  directors and officer's  liability  insurance to
offer suitable candidates. The Company intends to obtain directors and officer's
liability insurance in the next few months.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Based  solely upon a review of Forms 3, 4 and 5 delivered to the Company as
filed with the Securities Exchange Commission,  the Company's executive officers
and directors,  and persons who own more than 10% of the Company's  Common Stock
timely filed all required  reports  pursuant to Section 16(a) of the  Securities
Exchange Act.

Code of Ethics

     Subsequent  to year end, the Company  adopted a code of ethics that applies
to all of our employees,  including our principal  executive officer,  principal
financial  officer,  principal  accounting  officer  or  controller,  or persons
performing similar functions.  The Company is currently completing work on a web
site and will post the policy on its web site when it becomes operational.

ITEM 10 - EXECUTIVE COMPENSATION

Summary Compensation

     The following table  summarizes all  compensation  earned by or paid to our
Chief  Executive  Officer for the period March 3, 2005,  inception,  through our
fiscal year ended July 31,  2005.  Neither our Chief  Executive  Officer nor any
other officer received any compensation during such period.

                                       17
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                                            Long-Term Compensation
                                                                             --------------------------------------------------
                                     Annual Compensation                              Awards                  Payouts
                         ---------------------------------------------       --------------------------     ----------
                                                             Other                         Securities
                                                            Annual            Restricted   Underlying               All Other
                                                            Compen-             Stock       Options/      LTIP       Compen-
Name and Principal                   Salary      Bonus      sation              Awards        Sars       Payouts     sation
Position                   Year        ($)        ($)         ($)                ($)           (#)         ($)         ($)
                           ----        ---        ---         ---                ---           ---         ---         ---
--------------
Dr. Janice A. Jones        2005(1)   $   -       $   -      $    -            $      -           -        $   -     $     -
  Chief Executive Officer

(1) From March 3, 2005 through July 31, 2005

</TABLE>

Option Grants

     We do not currently have a stock option plan.

Aggregated Option Exercises in Last Fiscal Year and FY-End Options/SAR Values

     We do not  currently  have a stock  option  plan  and we have  not  granted
options during the past fiscal year. There are no options outstanding.

Long-Term Incentive Plans-Awards in Last Fiscal Year

     We do not currently have any long-term incentive plans.

Compensation of Directors

     Our  directors  do not receive any cash  compensation,  but are entitled to
reimbursement  of their  reasonable  expenses  incurred in attending  directors'
meetings.  As the Company  seeks to identify and retain  additional  independent
directors,  compensation in the form of stock or cash, or a combination of both,
will be established.  We are actively seeking at least three  independent  board
members who have  relevant  industry  experience  and  financial  expertise.  We
anticipate having a majority of outside independent directors.

Employment Agreements

     We did not have any  employment  agreements  during the fiscal  year ending
July 31, 2005.

     Subsequent  to year end, and  pursuant to our  acquisition  of E-Rail,  our
wholly-owned  subsidiary,  E-Rail,  entered into employment agreements with Andy
Kaufman, Richard Kessler and Christopher Davino (collectively the "Executives").
The  Executives  will each be paid an annual  salary of  $180,000  subject to an
increase  to  $240,000  based  on  achieving  certain  revenue  milestones.  The
Executives will each be entitled to participate in the Company's cash management
incentive  bonus and equity  incentive  plans upon formation and approval by the
Board of Directors of the Company,  provided,  however,  cash bonuses  shall not
exceed  100% of each  Executive's  base salary  then in effect.  The  employment
agreement may be terminated  prior to the  expiration of the agreement  upon the
mutual agreement of the Company and each Executive,  respectively.  In the event
an Executive is terminated  without cause, such Executive will be paid an amount
equal to his base salary then in effect for the remaining term of the agreement.
In the event of the death or disability of an Executive,  such Executive  and/or
his estate will be paid an amount equal to 6 months salary.

                                       18
<PAGE>

ITEM 11 - SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

     We do not currently have an equity compensation plan.

     The following  table sets forth,  as of September 30, 2005,  the number and
percentage  of  outstanding  shares of our common stock owned by (i) each person
known to us to beneficially  own more than 5% of our  outstanding  common stock,
(ii) each director,  (iii) each named executive officer,  and (iv) all executive
officers  and  directors  as a group.  Share  ownership is deemed to include all
shares that may be  acquired  through the  exercise or  conversion  of any other
security  immediately or within the next sixty days.  Such shares that may be so
acquired are also deemed  outstanding for purposes of calculating the percentage
of ownership  for that  individual  or any group of which that  individual  is a
member. Unless otherwise indicated,  the stockholders listed possess sole voting
and investment power with respect to the shares shown.

                                      No. of Shares
Name                                  Common Stock       Percent
----                                  ------------       -------
Janice A. Jones, Ph.D.                205,234(1)          1.29%
333 S. Allison Parkway, Suite 100
Lakewood, CO 80226

Imre Eszenyi                            4,375,001        27.58%
No. 7 Inverness Gardens
London W8 4RN
United Kingdom

Charles Srebnik                           175,000(2)      1.10%
3 Mary Ann Lane
New City, NY 10956

David Adams                               178,750         1.13%
1331 Garden Highway, Suite 300
Sacramento, CA  95833

Internationale Kapitalanagegesellschaft
   mbH for fund                         1,800,000        11.34%
Merlin A
Georg-Glock-Str. 14
40474 Dusseldorf, Germany

Fonditel Velociraptor, FI               1,500,000(3)      9.46%
Pedro Teixeira Street, 8, 3rd Floor
28020 Madrid, Spain

Eurovalor Bolsa FI                        850,000(4)      5.36%
C/Labastida, 11
28034 Madrid, Spain

Rail Waste Holdings, LLC                3,100,000(5)     19.55%

All directors and executive
officers as a group (4 persons)         4,933,985        31.11%

(1)  Includes  80,010  shares held in trust for Dr.  Jones'  children and 10,000
     shares owned by Dr. Jones' husband,  which Dr. Jones  disclaims  beneficial
     ownership.  Also, includes 15,133 shares owned by Bellaire Group LLC, which
     is under control of Dr.  Jones.
(2)  Includes  100,000 shares owned by Mr. Srebnik's  spouse,  which Mr. Srebnik
     disclaims  beneficial  ownership.

                                       19
<PAGE>

(3)  Includes 500,000 shares held in the name of Fonditel Albatros,  FI based on
     the  Schedule  13G  filed  with  the  SEC as a  group.  Both  entities  are
     controlled or are under the common  direction of the same  principals.
(4)  Includes  150,000  shares held in the name of Eurovalor  Estados Unidos FI,
     based on our  knowledge  that the two entities are  controlled or are under
     the common  direction of the same  principals.
(5)  Includes  300,000 shares subject to set-off  restrictions  pursuant to that
     certain Agreement and Plan of Merger.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     We currently  use  administrative  personnel  and have office space at 1124
Smith Street,  Suite 304, in Charleston,  West  Virginia,  which is the business
address  of the  Company's  Chairman  and Vice  President,  Mr.  Imre  Eszenyi's
father-in-law.  We do not pay rent or other expenses  associated with our use of
the space at this time,  and we do not  contemplate  entering into any long-term
arrangement for the use of such space.

     During the fiscal year ended July 31, 2005, Mr. Eszenyi, our Chairman, paid
certain  operating  expenses  such as audit fees,  business  license  fees,  and
transfer agent fees from his personal  funds.  These expenses were reimbursed by
the Company subsequent to its fiscal year end pursuant to the Company's policies
on  business   expenses.   Although  the  amounts  paid  in  the  aggregate  are
significantly  less than $60,000,  the Board of Directors reviewed and evaluated
the personal undertakings and approved of the payments on the Company's behalf.

     On July 30,  2005,  the Company  paid  $418,245 in cash and issued  278,830
shares of common stock valued at $418,245 to agents of  Orchestra  Finance,  LLP
("Orchestra")  for financing  placement  fees.  Mr. Imre Eszenyi is the Managing
Partner of Orchestra.

     During the fiscal year ended July 31,  2005,  the Company  paid  $83,945 in
cash and  issued  15,000  shares of common  stock  valued at  $22,500  for legal
services to Bartel,  Eng & Schroder  ("BES"),  a law firm.  Mr. David Adams is a
shareholder of Bartel.

ITEM 13 EXHIBITS

Exhibit Number          Name
--------------          ----
    3.1(1)              Amended and Restated Articles of Incorporation

    3.2(1)              Amended and Restated By-laws

    10.2(2)             Purchase and Sale Agreement with Railway &
                        Industrial Services, Inc.

    10.3(3)             Securities Purchase Agreement

    10.4(4)             Letter of Understanding with Rail Waste Holdings, LLC

    10.5(5)             Share Purchase Agreement

    14.1(6)             Code of Ethics

    31.1                Rule 13(a) - 14(a)/15(d) - 14(a) Certification
                        (Principal Executive Officer)

    31.2                Rule 13(a) - 14(a)/15(d) - 14(a) Certification
                        (Principal Financial Officer)

    32                  Section 1350 Certifications

                                       20
<PAGE>

Footnotes to Exhibits Index

(1) Incorporated by reference to Form 8-K dated June 27, 2005.

(2) Incorporated by reference to Form 8-K dated July 11, 2005.

(3) Incorporated by reference to Form 8-K dated July 8, 2005.

(4) Incorporated by reference to Form 8-K dated April 20, 2005.

(5) Incorporated by reference to Form 8-K dated March 23, 2005.

(6)  Incorporated  by  reference to Form 10-KSB  previously  filed on October 4,
2005.

ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

     Ronald R. Chadwick, P.C. were our independent accountants for the period of
March 3, 2005, inception, to July 31, 2005.

Audit Fees

     Fees for audit services by Ronald R. Chadwick, P.C. totaled $13,000 for the
period March 3, 2005,  inception,  to July 31, 2005,  including fees  associated
with the  annual  audit of our  financial  statements,  review of the  financial
statements  included  in  our  quarterly  reports  on  Form  10-QSB,   consents,
assistance  with the  review of  documents  filed with the SEC,  and  accounting
consultations.

Audit-Related Fees

     There were no other audit-related fees incurred during the period March 3,
2005, inception, to July 31, 2005.

Tax Fees

     There  were no fees for tax  preparation  for the  period  March  3,  2005,
inception, to July 31, 2005.

All Other Fees

     Ronald R. Chadwick,  P.C. did not bill us for other services for the period
March 3, 2005, inception, to July 31, 2005.

     In the absence of a formal  audit  committee,  the full Board of  Directors
pre-approves all audit and non-audit services to be performed by the independent
registered  public  accounting firm in accordance with the rules and regulations
promulgated under the Securities Exchange Act of 1934, as amended.  The Board of
Directors  pre-approved  100%  of the  audit,  audit-related  and  tax  services
performed by the independent  registered  public  accounting firm for the period
March 3, 2005, inception,  to July 31, 2005. The percentage of hours expended on
the  principal   accountant's   engagement  to  audit  the  Company's  financial
statements  for the  most  recent  fiscal  year  that  were  attributed  to work
performed by persons other than the principal accountant's full-time,  permanent
employees was 0%.

                                       21
<PAGE>

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act") the Registrant  caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

CHARTWELL INTERNATIONAL, INC.

Dated: December 13, 2005                       /s/ Imre Eszenyi
                                               ________________________________
                                               By:  Imre Eszenyi
                                               Its: Acting President (Principal
                                               Executive Officer) and Chairman

Dated: December 13, 2005                       /s/ Imre Eszenyi
                                               ________________________________
                                               By:  Imre Eszenyi
                                               Its: Acting President (Principal
                                               Financial Officer and Principal
                                               Accounting Officer) and Chairman


                                       22
<PAGE>


                          Chartwell International, Inc.
                          (A Development Stage Company)

                              Financial Statements
                                  July 31, 2005

                                       i
<PAGE>

                          CHARTWELL INTERNATIONAL, INC.
                                 FORM 10-KSB/A-1
                                  July 31, 2005

                                      INDEX
                                                                           Page


Report of Independent Registered Accounting Firm.............................F-1

Balance Sheet at July 31, 2005...............................................F-2

Statement of Operations for the period from March 3, 2005,
inception, to July 31, 2005 .................................................F-3

Statement of Stockholders' Equity for the period from March 3, 2005, inception,
     to July 31, 2005 .......................................................F-4

Statement of Cash Flows for the period from March 3, 2005, inception,
     to July 31, 2005 .......................................................F-5

Notes to Financial Statements................................................F-6



                                       ii
<PAGE>

                            RONALD R. CHADWICK, P.C.
                           Certified Public Accountant
                        2851 South Parker Road, Suite 720
                             Aurora, Colorado 80014
                             Telephone (303)306-1967
                                Fax (303)306-1944

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Chartwell International, Inc.
Lakewood, Colorado

I have audited the accompanying balance sheet of Chartwell  International,  Inc.
as of July 31,  2005 and the related  statements  of  operations,  stockholders'
equity and cash flows for the period from March 3, 2005 (inception) through July
31, 2005.  These financial  statements are the  responsibility  of the Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.

I conducted my audit in  accordance  with the  standards  of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I 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.  I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Chartwell International, Inc. as of
July 31,  2005 and the  results  of its  operations  and its cash  flows for the
period from March 3, 2005  (inception)  through July 31, 2005 in conformity with
accounting principles generally accepted in the United States of America.

As  discussed  in Note 1 to the  financial  statements,  the  Company's  assets,
liabilities  and former  operations were  transferred to another  corporation on
March 3,  2005.  These  financial  statements  are  presented  with the  Company
commencing new operations on March 3, 2005.


Aurora, Colorado                                     /s/Ronald R. Chadwick, P.C.
December 14, 2005                                       RONALD R. CHADWICK, P.C.

                                      F-1
<PAGE>

                          CHARTWELL INTERNATIONAL, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET



ASSETS:                                            July 31, 2005
                                                   -------------
Current Assets:
      Cash                                            $ 7,685,962
      Deposit                                           1,425,000
      Other                                                 9,067
                                                      -----------
TOTAL ASSETS                                          $ 9,120,029
                                                      ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
      Accounts payable and accrued expenses                18,862
      Due to related parties                               42,140
                                                      -----------
                  Total liabilities                        61,002
                                                      ===========

Stockholders' Equity:
      Preferred stock; $.001 par value,
        25,000,000 authorized                                   -
      Common stock; $.001 par value;
        100,000,000 shares authorized;
        11,688,141 shares issued and outstanding           11,688
      Additional paid-in capital                       10,020,458
      Accumulated deficit                                (973,119)
                                                      -----------
                  Total stockholders' equity            9,059,027
                                                      -----------
TOTAL LIABILITIES AND STOCKHOLD                     $   9,120,029
                                                      ===========


               THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE
                              FINANCIAL STATEMENTS

                                      F-2
<PAGE>

                          CHARTWELL INTERNATIONAL, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS


                                                        March 3, 2005,
                                                    Inception, to July 31, 2005
                                                    ---------------------------

OPERATING EXPENSES:
  General and administrative                        $     158,598
                                                    -------------
                  Total operating expenses                158,598

Other income (expense)
      Interest, net                                        21,969
      Finance placement fee                              (836,490)
                  Total other income (expense)           (814,521)

Net (loss)                                          $    (973,119)
                                                    ===============
(Loss) per common share (basic and di               $       (0.16)
                                                    ===============

Weighted average common shares outstanding               5,975,163
                                                    ===============


               THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE
                              FINANCIAL STATEMENTS

                                      F-3
<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                          CHARTWELL INTERNATIONAL, INC.
                          (A Development Stage Company)
                       STATEMENTS OF STOCKHOLDERS' EQUITY
                   MARCH 3, 2005, INCEPTION, TO JULY 31, 2005

                                                                                    Additional                             Total
                                                    Preferred        Common           Paid-in         Accumulated      Stockholders'
                                                      Stock           Stock           Capital           Deficit           Equity
Balances, March 3, 2005
     Shares                                                  -      2,416,157                -                  -       2,416,157
     Amount                                      $           -   $      2,416    $    (202,416)      $          -    $   (200,000)

Issued common stock for services
     Shares                                                  -        293,830                -                  -         293,830
     Amount                                      $           -   $        294    $     440,451       $          -    $     440,745

Issued common stock for cash
     Shares                                                  -      2,583,843                -                  -       2,583,843
     Amount                                      $           -   $      2,584    $     197,417       $          -    $    200,000

10 for 1 reverse stock split
     Shares                                                  -             44                -                  -              44
     Amount                                      $           -   $          -    $           -                  -    $          -

Issued stock in private placement
     Shares                                                  -      6,394,267                -                  -       6,394,267
     Amount                                      $           -   $      6,394    $   9,585,007       $          -    $  9,591,401

Net (loss), fiscal 2005
     Shares                                                  -              -                -                  -               -
     Amount                                        $             $               $                   $(973,119)      $   (973,119)
                                                   ----------    ------------    ------------       ----------       ------------
Balances, July 31, 2005
     Shares                                                  -     11,688,141                 -                 -      11,688,141
     Amount                                        $             $     11,688    $  10,020,459       $(973,119)      $  9,059,027
                                                   ==========     ===========    =============       ==========      ============
</TABLE>


               THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE
                              FINANCIAL STATEMENTS

                                      F-4
<PAGE>


                          CHARTWELL INTERNATIONAL, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS

                                                       March 3, 2005,
                                                   Inception, to July 31, 2005
                                                   ---------------------------

  Cash Flows from Operating Activities
    Net income (loss)                             $     (973,119)
      Adjustments:
        Common stock issued for services                 440,745
      Changes in operating assets and liabilities
        Deposits                                      (1,425,000)
        Other assets                                      (9,067)
        Accounts payable and accrued expenses             18,862
        Due to related parties                            42,140
                                                      -----------
          Net cash used in operating activities       (1,905,439)

  Cash Flows from Investing Activities
    Net cash used in investing activities                       -

  Cash Flows from Financing Activities
    Proceeds from issuance of common stock             9,791,401
    Payment on promissory note                          (200,000)
                                                      -----------
          Net cash provided by financing activities    9,591,401

  Net increase (decrease) in cash                      7,685,962

  Cash at beginning of period                                  -

  Cash at end of period                           $    7,685,962
                                                  ==============

  Supplemental Cash Flow information
    Cash paid for interest                        $      418,245
                                                  ==============
    Cash paid for income taxes                    $            -
                                                  ==============

During the fiscal year ended July 31, 2005,  the Company  reported the following
non-cash investing and financing activities:

The Company  transferred all its assets,  liabilities and operations to its then
wholly-owned  subsidiary,  Kingsley Capital, Inc. and effected a spin-off of the
subsidiary March 3, 2005.

               THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE
                              FINANCIAL STATEMENTS

                                      F-5
<PAGE>

                         CHARTWELL INTERNATIONAL, INC.
                       NOTES TO FINANCIAL STATEMENTS CONT'

NOTE  1.  ORGANIZATION,   OPERATIONS,  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING
POLICIES:

     Chartwell  International,  Inc.  ("Chartwell" or the "Company") is a Nevada
corporation  formed in 1984. The Company's  principal  activity had consisted of
oversight of its investments, principally in College Partnership, Inc. Effective
January 31, 2005, the Company  transferred  all of its assets and liabilities to
its then wholly  owned  subsidiary,  Kingsley  Capital,  Inc.  ("Kingsley")  and
subsequently  transferred all of its Kingsley stock to Chartwell shareholders on
a pro-rata basis as a dividend  effective  March 3, 2005.  Chartwell then ceased
all of its former operations and began operations as a newly formed  development
stage entity effective March 3, 2005.

     The  Company  now seeks to pursue the waste  disposal,  transportation  and
logistics for solid waste  disposal  business,  predominantly  concentrating  on
solid waste from  construction  debris and general  solid waste  disposal in key
sectors and  regions of the United  States,  initially  in the  northeast.  With
increasing gas prices,  increased  waste,  and limited waste disposal  sites, as
well as regulatory  limitations in key metropolitan  areas, the Company believes
that it can attract and retain an experienced  management team to take advantage
of what the Company sees as a shift in current  industry  practices and modes of
transportation,  as well as the  logistics  for solid waste  transportation  and
disposal,  including  site  management.  Accordingly,  the Company is seeking to
integrate rail transportation, including construction and service maintenance of
rail containers,  waste disposal, disposal site management, and the logistics of
vertically  integrating  each aspect of waste disposal.  After its year end, the
Company  acquired  E-Rail  Logistics,  Inc., a company with  operations in solid
waste transportation and removal as further discussed below.

     Chartwell International,  Inc. prepares and reports financial results using
a fiscal year ending July 31.

Development  Stage Company - The Company is in the development  stage, as it has
not yet  commenced  principal  operations  and has not yet realized  significant
revenues from its planned operations.

Cash and Cash Equivalents - The Company considers all highly liquid  investments
purchased  with  an  original  maturity  of  three  months  or  less  to be cash
equivalents.

Income  Taxes - Income  taxes are  accounted  for under  the  liability  method,
whereby   deferred  tax  assets  and  liabilities  are  recorded  based  on  the
differences  between  the  financial  statement  and tax  basis  of  assets  and
liabilities and the tax rates which will be in effect when these differences are
expected to reverse.  Deferred  tax assets are reduced by a valuation  allowance
that reflects expectations of the extent to which such assets will be realized.

Impairment  Testing  of  Long-lived  Assets  -  In  the  event  that  facts  and
circumstances  indicate  that the  carrying  value of  long-lived  assets may be
impaired,  an evaluation of recoverability would be performed.  If an evaluation
is required,  the estimated future  undiscounted  cash flows associated with the
asset  would be  compared  to the  asset's  carrying  amount to  determine  if a
write-down to market value or discounted cash flow value is required.

Income  (Loss) Per Share - Basic income (loss) per share is computed by dividing
the  net  income  (loss)  by  the  weighted  average  number  of  common  shares
outstanding.  Diluted income per share includes the dilutive effects, if any, of
warrants,  stock options,  convertible notes payable,  and common stock issuable
upon  conversion of the Company's  preferred  stock.  There is no diluted income
(loss) per share presentation in the statements of operations because the effect
would be anti-dilutive.

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
disclosures of significant  contingent assets and liabilities at the date of the
financial  statements  and revenues and expenses  during the  reporting  period.
Actual results could differ from those estimates and assumptions.

                                      F-6
<PAGE>

                         CHARTWELL INTERNATIONAL, INC.
                       NOTES TO FINANCIAL STATEMENTS CONT'

Recent  Accounting  Pronouncements  - In August 2005,  the Financial  Accounting
Standards  Board  ("FASB")  issued  Statement of Financial  Accounting  Standard
("SFAS") No. 154,  "Accounting  Changes and Error Corrections." SFAS 154 changes
the  requirements for the accounting for and reporting of a change in accounting
principle,  requiring in general  retrospective  application  to prior  periods'
financial statements of changes in accounting principle. The Company has adopted
the  provisions of SFAS No. 154 which are effective for  accounting  changes and
corrections  of errors  beginning  after December 15, 2005. The adoption did not
have a material effect on the results of operations of the Company.

In December 2004, the FASB issued SFAS No. 153, "Exchange of Non-monetary Assets
(An Amendment of APB No. 29)".  SFAS 153 amends Opinion 29 to eliminate the fair
value  accounting  exception for  non-monetary  exchanges of similar  productive
assets,  and replaces that exception with a general  exception for  non-monetary
assets  that do not have  commercial  substance.  The  Company  has  adopted the
provisions of SFAS No. 153 which are effective in general for non-monetary asset
exchanges  occurring in fiscal years beginning after June 15, 2005. The adoption
did not have a material effect on the results of operations of the Company.

In December  2004,  the FASB issued  SFAS No. 152,  "Accounting  for Real Estate
Time-Sharing Transactions (An Amendment of FASB Statements No. 66 and 67)". SFAS
152 amends FASB 66 and 67 to reference the accounting and reporting guidance for
real  estate  time-sharing  transactions  provided  for in  AICPA  Statement  of
Position  04-2. The Company has adopted the provisions of SFAS No. 152 which are
effective for financial  statements  for fiscal years  beginning  after June 15,
2005.  The adoption did not have a material  effect on the results of operations
of the Company.

In November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs (An Amendment
of ARB No. 43, Chapter 4)". SFAS 151 amends and clarifies  financial  accounting
and reporting for abnormal amounts of idle facility expense,  freight,  handling
costs, and wasted material (spoilage). The Company has adopted the provisions of
SFAS No. 151 which are effective in general for inventory  costs incurred during
fiscal years beginning after June 15, 2005. The adoption did not have a material
effect on the results of operations of the Company.

NOTE 2. DEPOSIT ON RAILCAR PURCHASE

     Effective  July 11,  2005,  the Company  entered  into a Purchase  and Sale
Agreement  with  Railway and  Industrial  Services,  Inc. for the purchase of 95
retrofitted  railcars for a purchase price of $4,085,000.  The agreement  called
for the  Company  to pay an  initial  deposit of  $1,425,000  and an  additional
$28,000 per railcar that is accepted and delivered, as defined. The parties also
entered  into a  Purchase  Money  Security  Agreement  effective  July 11,  2005
granting the Company a security  interest in the 95 railcars until such railcars
are  accepted  and   delivered.   The  total   deposit  will  be  allocated  and
correspondingly reduced at the rate of $15,000 per railcar delivered.

NOTE 3. STOCKHOLDERS' EQUITY

Preferred  Stock - The Company has the authority to issue  25,000,000  shares of
preferred  stock.  The  Board of  Directors  has the  authority  to  issue  such
preferred  shares in series and  determine  the rights  and  preferences  of the
shares.

Common Stock - The Company has  100,000,000  authorized  shares of common stock,
par value $0.001, of which 11,688,141 shares were outstanding at July 31, 2005.

                                      F-7
<PAGE>
                         CHARTWELL INTERNATIONAL, INC.
                       NOTES TO FINANCIAL STATEMENTS CONT'

NOTE 4. EMPLOYEE STOCK OPTIONS

     The Company currently has no employee stock options outstanding.

NOTE 5. INCOME TAXES

     The  Company  has a net  operating  loss carry  forward at July 31, 2005 of
approximately $973,000, which will begin to expire in the year 2025 if not used,
subject to  possible  limitations  due to changes in  ownership.  The  resulting
deferred tax asset of approximately $380,000 has been offset by a 100% valuation
allowance.  The valuation allowance increased by approximately  $380,000 for the
year ended 2005.

NOTE 6. RELATED PARTY TRANSACTIONS

     During the fiscal year ended July 31, 2005,  the Company  paid  $418,245 in
cash and issued  278,830  shares of common stock valued at $418,245 to a company
controlled  by an officer and  director of the Company for  financing  placement
fees.  In addition,  the Company  reported  $12,720 due to this same officer and
director for general and administrative expenses paid by him.

     The Company paid $83,945 in cash and issued  15,000  shares of common stock
valued at $22,500 for legal services to a law firm, during the fiscal year ended
July 31, 2005, of which an officer and director of the Company is a partner.  In
addition,  the Company reported $29,421 due to this same firm for legal services
at July 31, 2005.

NOTE 7. SUBSEQUENT EVENTS

     On  September  8, 2005,  the Company  completed  an  acquisition  of E-Rail
Logistics,  Inc., a New York  corporation  ("E-Rail")  and a  development  stage
company  operating in the solid waste  disposal  industry.  Through this initial
acquisition,  the Company  plans to transport  solid waste,  initially  from the
Northeast  region of the United  States and process and dispose of it in Company
owned or leased  permitted  landfills.  As part of the  acquisition  price,  the
Company assumed the following notes:


               Principal     Term in     Annual
               Balance       Months     Interest     Current     Long-term
               ------------ ---------- ------------ -----------   -----------

Loan 1        $   89,264      36          6.50%    $   27,848   $   61,416
Loan 2        $   90,000      24          5.50%    $   43,766   $   46,234
Loan 3        $  480,000      24          5.50%    $  233,417   $  246,583
Loan 4        $  575,000      42          6.00%    $  152,188   $  422,812
               ----------                            ----------   ----------
Total          ==========                            ==========   ==========
              $1,234,264                           $  457,218   $  777,046
               ==========                            ==========   ==========
               ----------                            ----------   ----------

     The Company also assumed an installment  note totaling  $588,307.  Payments
under this note will be made upon the  Company  receiving  certain  permits  for
landfill  and mining  operations.  Payments  will be  calculated  at the rate of
Twenty-Five  Cents  ($0.25)  per  ton for  minerals  mined  and  sold  from  the
properties owned or leased by the Company and Twenty-Five  Cents ($0.25) per ton
from all waste  materials  deposited  on lands owned or acquired by the Company.
The loan  carries no  interest  until 60 months  from the date the  permits  are
received.  At that time, interest will accrue at the then yearly compounded U.S.
Prime Rate as published by the Federal Reserve Board, adjusted annually.

     Subsequent  to year end,  the Company  acquired and assumed from Rail Waste
Holdings,  LLC, a  promissory  note dated  January 4, 2004 and open end mortgage
dated  January  6,  2004,  issued  to  Rail  Waste  Holdings,   LLC  by  Minerva
Enterprises, Inc.

                                      F-8