United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the quarterly period ended April 30, 2005

[ ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 for the transition period from _______ to _______


                          Commission File No. 000-51342

                          CHARTWELL INTERNATIONAL, INC.
                          -----------------------------
        (Exact 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 No.)

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

                                 (304) 345-8700
                          (Issuer's telephone number)
                          ---------------------------

                        333 S. Allison Parkway, Suite 100
                               Lakewood, CO 80226
                  (Former address if changed since last report)
                  ---------------------------------------------
Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the Exchange Act during the preceding twelve months (or for such
shorter period that the  registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] No []

As of June 10, 2005, the Registrant had 50,000,000 shares of common stock, $.001
par value per share.

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

<PAGE>


                          CHARTWELL INTERNATIONAL, INC.

                                   FORM 10-QSB

                                 APRIL 30, 2005

                                      INDEX

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

                                                                                                           PAGE
Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

        Condensed Consolidated Balance Sheets as of April 30, 2005 and July 31, 2004..........................3

        Condensed Consolidated Statements of Operations for the Three and Nine-Month
         Periods Ended April 30, 2005 and 2004................................................................4

        Condensed Consolidated Statements of Cash Flows for the Three and Nine-Month
         Periods Ended April 30, 2005 and 2004................................................................5

        Notes to Condensed Consolidated Financial Statements................................................6-7

Item 2. Management's Discussion and Analysis or Plan of Operation...........................................8-9

Item 3. Controls and Procedures..............................................................................10



Part II.  OTHER INFORMATION

Item 1. Legal Proceedings....................................................................................10

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..........................................10

Item 3. Defaults Upon Senior Securities......................................................................10

Item 4. Submission of Matters to a Vote of Security Holders..................................................10

Item 5. Other Information....................................................................................10

Item 6. Exhibits ............................................................................................11

</TABLE>

                                       2
<PAGE>

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

PART 1.  FINANCIAL INFORMATION
Item 1.  Financial Statements
                                        CHARTWELL INTERNATIONAL, INC.
                                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                         A Development Stage Company

ASSETS:                                                            April 30, 2005            July 31, 2004
                                                                ---------------------    --------------------
                                                                    (Unaudited)
Current Assets:
     Cash                                                       $      -                     $4,178
     Trade credits and related receivable                              -                        812
                                                                ---------------------    --------------------
                                  Total current assets:                -                      4,990


Investment in real estate                                              -                  1,269,981
Recruiting systems and publishing rights, net                          -                    956,786
Receivables from related parties                                       -                     14,489
Other assets, net                                                     12,500                  8,000
                                                                ---------------------    --------------------
TOTAL ASSETS                                                     $    12,500             $2,254,246
                                                                =====================    ====================

LIABILITIES AND STOCKHOLDERS'
Current Liabilities:
     Bank loan payable                                                 -                     10,000
     Accounts payable and accrued expenses                            13,190                178,224
                                                                ---------------------   ---------------------
                                  Total current liabilities:          13,190                188,224

Long-term Debt:
     Due to related parties                                            -                    528,666
     Other notes payable                                               -                    620,000
                                                                ---------------------   ---------------------
                                  Total liabilities                   13,190              1,336,890

Stockholders' Equity:
     Preferred Series B Stock (preferable in liquidation to
       other classes of stock)                                        -                     300,000
     Preferred Series A Stock (preferable to common stock
       and equal to Preferred Series C Stock in liquidation)          -                         600
     Preferred Series C Stock (preferable to common stock
       and equal to Preferred Series A Stock in liquidation)          -                     506,120
     Common stock; $.001 par value; 50,000,000 shares
       authorized; 50,000,000 and 21,486,720 shares issued and
       outstanding, respectively.                                    50,000                  21,487
     Additional paid-in capital                                  12,978,933              12,256,661
     Treasury stock at cost (68,850 shares)                           -                      (6,885)
     Accumulated deficit (including $690 accumulated
       during the development stage)                            (13,029,623)            (12,160,627)
                                                                ---------------------   ---------------------
                                  Total stockholders' equity           (690)                917,356
                                                                ---------------------   ---------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $    12,500               2,254,246
                                                                =====================   =====================
</TABLE>

               THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       3

<PAGE>


                          CHARTWELL INTERNATIONAL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                           A Development Stage Company
                                   (Unaudited)
<TABLE>
<CAPTION>
     <C>                                         <C>               <C>               <C>              <C>               <C>


                                                                                                                  Cumulative from
                                                                                                                   March 3, 2005,
                                                 For the Three Months ended         For the Nine Months ended      inception, to
                                                         April 30,                           April  30,               April 30,

                                                      2005           2004               2005          2004                2005
                                          -----------------------------------------------------------------------------------------
                                               (Unaudited)       (Unaudited)      (Unaudited)     (Unaudited)        (Unaudited)
OPERATING EXPENSES:

    General and administrative                        690                 -              690               -                690
                                               ----------        -----------      -----------     -----------         ----------
                     Total operating expenses         690                 -              690               -                690

Net (loss) before discontinued operations            (690)                -             (690)              -               (690)
                                               -----------       -----------      -----------     -----------         ----------
Discontinued operations                           (23,293)         (103,351)        (205,158)      (149,247)                  -
                                               -----------       -----------      -----------     -----------         ----------
Net (loss)                                     $  (23,983)       $ (103,351)      $ (205,848)     $(149,247)          $    (690)
                                               ===========       ===========      ===========     ==========          ==========

(Loss) per common share before discontinued
operations (basic and diluted)                 $        -        $        -       $        -      $       -           $       -
                                               ===========       ===========      ===========    ===========          ==========
(Loss) per common share on discontinued
  operations (basic and diluted)               $        -        $        -       $    (0.01)       $ (0.01)          $       -
                                               ============      ===========      ===========    ===========          ==========
(Loss) per common share (basic and
diluted)                                       $        -        $        -       $    (0.01)       $ (0.01)          $       -
                                               ============      ===========      ===========    ===========         ===========
   Average common shares outstanding            38,387,221       21,486,720       26,966,407     21,486,720          45,620,605
                                               ============      ===========      ===========    ===========         ===========
</TABLE>

               THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                       4
<PAGE>

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

                                       CHARTWELL INTERNATIONAL, INC.
                              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        A Development Stage Company
                                                (Unaudited)

                                                                                                                Cumulative from
                                                       For the Three Months           For the Nine Months       March 3, 2005,
                                                               Ended                         Ended              inception, to
                                                             April 30,                     April 30,               April 30,
                                                     --------------------------    --------------------------    -----------
                                                        2005           2004           2005           2004           2005
                                                     -----------    -----------    -----------    -----------    -----------
                                                     (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)
Cash Flows from Operating Activities
          Net income (loss)                          $ (23,983)     $ (103,351)     $(205,848)     $(149,247)          (690)
          Adjustments:
                  Discontinued operations               22,590         102,793        227,375        143,117              -
                  Cash transferred in
                  spin-out                              (1,395)                        (1,395)                            -
          Changes in operating assets and liabilities
                  Accounts payable and accrued
                  expenses                                 690               -            690              -            690
                                                     ----------     -----------    -----------    -----------     ----------
                            Net cash used in
                            operating activities        (2,098)           (558)        20,822         (6,130)             -

Cash Flows from Investing Activities
          Purchased Series B Preferred Shares                -               -        (25,000)             -              -
                            Net cash used in         ----------     -----------    -----------    -----------     -----------
                            investing activities             -               -        (25,000)             -              -

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

Net increase (decrease) in cash                         (2,098)           (558)        (4,178)        (6,130)             -

Cash at beginning of period                              2,098           1,893          4,178          7,465              -
                                                     ----------    ------------    -----------   -------------   -------------
Cash at end of period                                $       -     $     1,335     $        -    $     1,335     $        -

Supplemental Cash Flow information
          Cash paid for interest                     $   6,717     $    18,717     $   47,019    $    54,717     $        -
                                                     ==========    ============    ===========   =============   =============
</TABLE>

During the nine months ended April 30, 2005, the Company reported the following
non-cash transactions:

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 Company retired 68,850 shares of treasury stock.

600,000 shares of Preferred Series A Stock were converted to 2,400,000 shares of
Common Stock.

5,000 shares of Preferred Series B Stock were converted to 20,000 shares of
Common Stock.

50,612 shares of Preferred Series C Stock were converted to 234,848 shares of
Common Stock.

The  Company received 1,940,718 shares of CPI stock for royalty fees of $11,000,
     prepayment of royalty fees totaling $100,000 and net receivables $83,042.

               THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE
                   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       5
<PAGE>



                          CHARTWELL INTERNATIONAL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         FOR THE QUARTERS AND NINE MONTHS ENDED APRIL 30, 2005 AND 2004

NOTE 1.  UNAUDITED, INTERIM INFORMATION:

     Chartwell  International,  Inc.  ("Chartwell" or the "Company") is a Nevada
corporation  formed in 1984. The Company's  mineral claims were written off, and
the Company had nominal  operations,  principally  overseeing  its investment in
College Partnership, Inc. ("CPI"). Costs of maintaining the corporation exceeded
income on a regular basis, and the board determined that orderly  liquidation of
its assets  would best serve the  shareholders.  In January  2005,  the  Company
transferred  its real estate,  mineral  claims,  assets and  liabilities  to its
wholly owned subsidiary,  Kingsley Capital, Inc.  ("Kingsley"),  and distributed
all of the  shares of  Kingsley  common  stock to  Chartwell  shareholders  as a
dividend, on a pro rata basis,  effective March 3, 2005, with the express intent
that Kingsley will remain private and not be a public company or seek to develop
a market for its shares.  Also,  effective January 31, 2005, in consideration of
part of the assumption of outstanding debt of the Company, Kingsley was issued a
$200,000  promissory  note by the Company.  This note was paid from the proceeds
received  from the issuance of common stock  resulting in the change in control.
The total assets and total  liabilities  of the Company  transferred to Kingsley
were  approximately  $2,230,000 and  $1,280,000 at March 3, 2005,  respectively.
Total assets and  liabilities  of the Company were  $2,254,246 and $1,336,890 at
July 31, 2004.

     Thereafter,  on March 23, 2005, the Company issued 25,838,433 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 to Kingsley Capital. The prior
board members, with the exception of Dr. Janice Jones,  resigned,  and new board
members were appointed.  The Company has, since the discontinuation of the prior
minimal  activity,  changed its focus and  strategic  direction  and is pursuing
operations  in the  solid  waste  management  industry.  As the  predecessor  to
reporting and  operations,  Chartwell filed a Form 10-SB with the Securities and
Exchange  Commission  ("SEC") on June 3, 2005,  and began  reporting  separately
under SEC File No. 000-51342.

     The Company has limited  assets,  liabilities and operations as of June 13,
2005, and most of its activities are directed at acquiring Rail Waste  Holdings,
LLC ("RWH") and  initiating  operations  in the solid waste  transportation  and
disposal   industry  in  certain  key  markets  in  the  Northeast,   initially.
Accordingly,  the Company is a  development  stage  company at this time,  as it
seeks to begin  operations in 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.  The  Company  generally  intends  to pursue an
acquisition-based  growth  strategy and is currently in  discussions  with other
companies in this industry,  but has no existing  business in the waste industry
to date.

                                       6
<PAGE>

     Chartwell  International,  Inc.  and its  subsidiaries  prepare  and report
financial  results using a fiscal year ending July 31. As of March 3, 2005,  the
Company  has  no  subsidiaries.  This  Form  10-QSB  includes  the  consolidated
financial  statements  of the Company.  The Company's  predecessor  consolidated
financial  statements included in this Form 10-QSB for the interim periods ended
April 30, 2005 and 2004, include all normal recurring  adjustments which, in the
opinion of  management,  are  necessary  for a fair  statement of the results of
operations,  financial  position,  and cash  flows as of the  dates  and for the
periods presented. The Company's operating results for the three and nine months
ended  April 30,  2005 and 2004 are not  indicative  of the  result  that may be
expected for the fiscal year ending July 31, 2005, due to the discontinuation of
prior activity and transfer or its assets and liabilities, the change in control
and new direction the Company is taking.

     The  Notes  to  the  Consolidated  Financial  Statements  included  in  the
Company's  July 31,  2004  annual  report on Form  10-KSB/A-1  should be read in
conjunction  with  these  consolidated  financial  statements.   Similarly,  the
Company's Form 10-SB should also be read in conjunction with this report.

NOTE 2.    PRINCIPLES OF CONSOLIDATION

     The  consolidated  financial  statements  include the accounts of Chartwell
International,  Inc. and  approximately  seven months of operations of its prior
wholly  owned  subsidiaries,   National  College  Recruiting  Association,  Inc.
("NCRA"),  through which it licensed marketing and publishing rights to CPI, and
Kingsley to which it transferred  all of its assets.  Intercompany  accounts and
transactions have been eliminated.

                                       7
<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operations

     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.

     Financial Condition as of April 30, 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. The Company's
only asset at April 30,  2005 is an amount  receivable  from  Kingsley  totaling
$12,500  related  to income  tax  expenses  incurred  for  periods  prior to the
transfer of its assets and liabilities to Kingsley.  The same amount is included
in the Company's current liabilities as a payable due to the taxing authority.

                                       8
<PAGE>

     Stockholders'  Equity decreased from $917,356 at July 31, 2004 to a deficit
of $690 at April 30, 2005.  This  decrease is primarily due to: 1) net losses of
approximately  $206,000,  and 2) a charge to  accumulated  deficit in connection
with the  discontinuation  of  operations  and transfer of remaining  assets and
liabilities  to  Kingsley  of  approximately  $950,000.   These  decreases  were
partially  off-set by: 1) the issuance of 25,838,433  shares of common stock for
$200,000,  and 2) an increase of  approximately  $37,000 in connection  with the
acquisition and retirement of most of the Series B Preferred shares.

     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.

     Business Strategy

     The  Company  generally  intends  to  pursue  an  acquisition-based  growth
strategy and will seek to acquire  companies like Rail Waste Holdings,  LLC. The
Company  anticipates that a substantial part of its future growth will come from
acquiring  additional solid waste collection,  transfer and disposal  businesses
and,  therefore,  it is expected that additional  acquisitions could continue to
affect  period-to-period  comparisons  of the Company's  operating  results.  In
connection with the Company's growth strategy, and subject to receiving adequate
financing,  the Company expects to invest in collection  vehicles and equipment,
including  but not  limited to rail cars,  containers,  maintenance  of existing
equipment,  and management  information systems, which should enable the Company
to expand internally and vertically through acquisitions based on its developing
infrastructure and logistics.  The Company  anticipates that any future business
acquisitions  will  be  financed  from  proceeds  of its  equity  offerings  and
subsequently through cash from operations,  borrowings and debt, the issuance of
shares of the Company's Common Stock and/or seller financing.

     The  Company's  strategy  is to focus  on key  geographical  markets  where
reliance on trucking and  limitations  on licensed  disposal  sites are creating
economic pressures for alternative  solutions,  and to develop the logistics and
infrastructure,  including  vertical  integration  of all aspects of collection,
transportation,  and disposal, to achieve certain economies of scale and cheaper
processes to effectively  compete against current industry leaders who either do
not have integrated  infrastructure,  or rely on trucking for transportation and
who have limited geographical access for disposal of solid waste.

     The Company has not completed  any  acquisitions  as of this date,  and has
only  entered  into a  non-binding  letter  of  understanding  with  Rail  Waste
Holdings,  LLC,  under  which  discussions  continue.  There  are  currently  no
definitive agreements or understandings with respect to such acquisition,  other
than the Letter of  Understanding.  In order to complete  any  acquisition,  the
Company will need to establish its ability to finance the ongoing operations and
capital  required for  execution of its business  plan. No assurance can be made
that the Company will be successful in either  aspect  required to  successfully
execute on its business plan.

                                       9
<PAGE>

Results of Operations

     Net losses for the three  months and nine months  ended April 30, 2005 were
$23,983 and  $205,848,  respectively,  compared to $103,351 and $149,247 for the
same  periods of the prior  year.  Substantially  all of these  losses were from
discontinued  operations.  For the three  months and nine months ended April 30,
2005, only one and seven months of operations from the  discontinued  operations
were  included,  respectively,  due to the pro rata dividend of Kingsley  common
stock to Chartwell  Investors  effective March 3, 2005. As of June 13, 2005, the
Company has no 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.  We  currently  have 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  shareholder,  Mr. Imre Eszenyi,  has paid
required bills personally,  and will 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.

     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 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
required working capital on terms  favorable,  or that such working capital will
be  available on any terms when needed.  Similarly,  we must  complete our first
acquisition  in due course in order to maintain  our momentum and execute on our
business plan.

     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.  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.

Factors Affecting Our Operations

     Our current business strategy  involves risks,  including the recent change
in our strategic direction,  the lack of prior historical  operations upon which
to base a comparison, current management's lack of experience in the solid waste
industry,  risks associated with  acquisitions  and the operating  uncertainties
that  may  arise  during  integration  of  operations  following   acquisitions,
including  increased needs for liquidity and working  capital during  transition
periods.  You should carefully consider the risks we describe in our Form 10-SB,
and other reports we file with the SEC, and you should pay particular  attention
to the fact that we have not  acquired an  operating  business,  and many of the
risk  factors  we  discuss  will  be  applicable  only  if  we  do  complete  an
acquisition.

                                       10
<PAGE>

Item 3.  Controls and Procedures

Disclosure Controls and Procedures

     At the end of the period  reported on in this Report,  the Company  carried
out an evaluation,  under the  supervision  and  participation  of the Company's
Chief Executive and Financial  Officer (the "Officer") of the  effectiveness  of
the design and operation of the  Company's  disclosure  controls and  procedures
pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the
Officer  concluded  that the Company's  disclosure  controls and  procedures are
effective in all material respects,  with respect to the recording,  processing,
summarizing and reporting,  within the time periods specified in the SEC's rules
and forms, of information required to be disclosed by the Company in the reports
the Company files or submits under the Exchange Act.

Internal Controls

     There were no significant  changes made in the Company's  internal controls
during  the  quarter  ended  April 30,  2005,  or in other  factors  that  could
significantly  affect these  controls  subsequent to the date of the  evaluation
described above.

PART II.    OTHER INFORMATION

Item 1.    Legal Proceedings

     As of the  date of this  Report  we are not  party  to any  material  legal
proceedings, nor have any such proceedings been threatened against us.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds

     On March 23, 2005,  the Company issued  25,838,433  shares of the Company's
common stock to Mr. Imre Eszenyi for an aggregate  purchase price of $200,000 in
a private placement pursuant to Section 4(2) of the Securities Act of 1933.

Item 3.  Defaults Upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

     On April 11,  2005,  a majority of the  Company's  stockholders  executed a
Written  Consent  To  Action  By  the  Majority  of  Stockholders  of  Chartwell
International,  Inc.  to  authorize  and  approve  amendments  to the  Company's
Articles  of  Incorporation  to:  (i)  increase  the  number  of  the  Company's
authorized  shares of common stock from  50,000,000 to 100,000,000  shares,  and
(ii) implement a one-for-ten  reverse stock split with  fractional  shares to be
rounded up to the next whole share.  These amendments may not be effective until
June 27, 2005.

                                       11
<PAGE>

     In connection with the foregoing,  on June 3, 2005 a Definitive Information
Statement  on  Schedule  14C was  filed  with  the SEC,  and on June 6,  2005 an
Information  Statement  was  mailed to the  stockholders  of record on April 25,
2005.

Item 5.  Other Information

         None.

Item 6.  Exhibits

         Exhibits

              Exhibit No.     Description
              -----------     -----------
                  10.1        Share Purchase Agreement dated March 23, 2005(1)
                  10.2        Subscription Agreement dated March 23, 2005(1)
                  10.3        Escrow Agreement dated March 23, 2005(1)
                  31.1        Certificate of Chief Executive Officer pursuant to
                              Section 302 of The Sarbanes
                              Oxley Act of 2002
                  31.2        Certificate of Chief Financial Officer pursuant to
                              Section 906 of The Sarbanes
                              Oxley Act of 2002
                  32          Certificate of Chief Executive and Financial
                              Officer pursuant to Section 906 of The Sarbanes
                              Oxley Act of 2002

                  (1)         Incorporated by reference from the Company's
                              current report on Form 8-K filed on April 4, 2005.




                                       12
<PAGE>



                                   SIGNATURES

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


                                  CHARTWELL INTERNATIONAL, INC.
                                  (Registrant)

                                     /s/ Janice A. Jones
Date:June 13, 2005                By:--------------------------
                                  Janice A. Jones, Chief Executive Officer and
                                  Chief Financial Officer