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 October 31, 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                   (I.R.S. Employer
    of Incorporation or Organization)                Identification No.)

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

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

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15 (d) of the  Exchange  Act  during the past  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[]

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of December 13, 2005, the Registrant  had  15,875,380  outstanding  shares of
common stock, $0.001 par value per share.

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

                                       1
<PAGE>

                          CHARTWELL INTERNATIONAL, INC.

                                   FORM 10-QSB

                                OCTOBER 31, 2005

                                      INDEX


                                                                           PAGE
Part I.  FINANCIAL INFORMATION

   Item 1.    Financial Statements (unaudited) ..............................3

   Item 2.    Management's Discussion and Analysis or Plan of Operation......10

   Item 3.    Controls and Procedures........................................13


Part II.  OTHER INFORMATION

   Item 1.    Legal Proceedings..............................................13

   Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds....14

   Item 3.    Defaults Upon Senior Securities................................14

   Item 4.    Submission of Matters to a Vote of Security Holders............14

   Item 5.    Other Information..............................................14

   Item 6.    Exhibits.......................................................14


                                       2

<PAGE>


PART 1.  FINANCIAL INFORMATION

Item 1.  Financial Statements
         --------------------

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

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



ASSETS:                                                           October 31, 2005        July 31, 2005
                                                                  ----------------        -------------
Current Assets:
      Cash                                                             $ 4,413,773          $ 7,685,962
      Note receivable                                                      600,188                    -
      Deposit                                                            1,040,000            1,425,000
      Other                                                                 40,032                9,067
                                                                  ----------------        -------------
                  Total current assets                                   6,093,993            9,120,029

      Property and Equipment, Net                                        2,170,769                    -
      Land                                                               1,008,232                    -
      Mineral Rights                                                     2,225,195                    -
      Option on Mineral Rights                                           5,184,240                    -
                                                                  ----------------        -------------
TOTAL ASSETS                                                          $ 16,682,429          $ 9,120,029
                                                                  ================        =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
      Accounts payable and accrued expenses                                370,872               18,862
      Due to related parties                                               195,746               42,140
      Current principal on long-term obligations                           614,713                    -
                                                                  ----------------        -------------
                  Total current liabilities                              1,181,331               61,002

Long-term Obligations                                                    1,373,432                    -
                                                                  ----------------        -------------
                  Total liabilities                                      2,554,763                    -


Stockholders' Equity:
      Preferred stock; $.001 par value, 25,000,000 authorized                   -                     -
      Common stock; $.001 par value; 100,000,000 shares
        authorized; 15,875,380 and 11,688,141 shares
        issued and outstanding, respectively                                15,875               11,688
      Additional paid-in capital                                        16,197,318           10,020,458
      Accumulated deficit                                               (2,085,527)            (973,119)
                                                                  -----------------       -------------
                  Total stockholders' equity                            14,127,666            9,059,027
                                                                  -----------------       -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $ 16,682,429          $ 9,120,029
                                                                  ================        =============


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

                                       3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>


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



                                                                                           Cumulative from
                                                              For the                      March 3, 2005,
                                                           Quarter Ended                     Inception,
                                                            October 31,                    to October 31,
                                                                2005                            2005
                                                         -------------------          ---------------------

OPERATING EXPENSES:
      General and administrative                          $     1,066,662             $         1,225,260
                                                         -----------------            ---------------------
                  Total operating expenses                      1,066,662                       1,225,260

Other income (expense)
      Interest, net                                               (13,194)                          8,775
      Finance placement fee                                       (32,552)                       (869,042)
                                                         -----------------            ---------------------
                  Total other income (expense)                    (45,746)                       (860,267)

Net (loss)                                               $    (1,112,408)              $       (2,085,527)
                                                         ================             =====================

(Loss) per common share (basic and diluted)              $         (0.08)              $            (0.23)
                                                         ================             =====================
Average common shares outstanding                              14,043,764                       9,009,224
                                                         ================             =====================



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

                                       4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>


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

                                                                                                  Cumulative from
                                                                         For the                   March 3, 2005,
                                                                      Quarter Ended                   Inception,
                                                                       October 31,                  to October 31,
                                                                          2005                          2005
                                                                     ----------------          -----------------------

       Cash Flows from Operating Activities
             Net income (loss)                                       $(1,112,408)                $    (2,085,527)
             Adjustments:
                Amortization and depreciation                              3,134                           3,134
                Common stock issued for services                         705,338                       1,146,083
             Changes in operating assets and
             liabilities
                Deposits                                                 390,000                      (1,035,000)
                Other assets                                             (30,965)                        (40,032)
                Accounts payable and accrued expenses                    129,512                         148,374
                Due to related parties                                   153,606                         195,746
                                                                   --------------                  --------------
                    Net cash used in operating activities                238,217                      (1,667,222)

       Cash Flows from Investing Activities
             Purchase of property and equipment                       (1,428,754)                     (1,428,754)
             Cash paid in acquisition                                 (2,288,429)                     (2,288,429)
             Cash received in acquisition                                 25,937                          25,937
                                                                   --------------                  --------------
                    Net cash used in investing activities             (3,691,246)                     (3,691,246)

       Cash Flows from Financing Activities
             Proceeds from issuance of common stock                      500,521                      10,291,922
             Payment for note receivable                                (275,000)                       (275,000)
             Principal payments on long-term debt                        (44,681)                       (244,681)
                                                                   --------------                  --------------
                    Net cash provided by financing activities            180,840                       9,772,241

       Net increase (decrease) in cash                                (3,272,189)                      4,413,773

       Cash at beginning of period                                      7,685,962                              -
                                                                   --------------                  --------------


       Cash at end of period                                         $ 4,413,773                   $   4,413,773
                                                                   ==============                  ==============

       Supplemental Cash Flow information
             Cash paid for interest                                  $    88,773                   $     507,018
                                                                   ==============                  ==============
             Cash paid for income taxes                              $         -                   $           -
                                                                   ==============                  ==============


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

                                       5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>

                          CHARTWELL INTERNATIONAL, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Continued)


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

                                                                                                    Cumulative from
                                                                                                     March 3, 2005,
                                                                                                        Inception,
                                                                         October 31,                  to October 31,
                                                                            2005                          2005
                                                                       ----------------          ---------------------

     Issued common stock in partial payment of note receivable          $  (325,188)                $  (325,188)
     Software acquired under capital lease                                  (27,256)                $   (27,256)
     Issued common stock in partial payment of acquisition of
       E-Rail Logistics, Inc.                                           $(4,650,000)                $(4,650,000)



                                       6
</TABLE>
<PAGE>

                          CHARTWELL INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.  UNAUDITED, INTERIM INFORMATION:

     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.

     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 and  minerals 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.

     Chartwell  International,  Inc.  and its  subsidiaries  prepare  and report
financial  results using a fiscal year ending July 31. This Form 10-QSB includes
the  consolidated  financial  statements  of the  Company and 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 has begun  limited
operations and as such its operating  results for the three months ended October
31,  2005 may not be  indicative  of the results  that may be  expected  for the
fiscal year ending July 31, 2006.

     The  Notes  to  the  Consolidated  Financial  Statements  included  in  the
Company's  July 31,  2005  annual  report on Form  10-KSB/A-1  should be read in
conjunction with these consolidated financial statements.

NOTE 2.   PRINCIPLES OF CONSOLIDATION

     The  consolidated  financial  statements  include the accounts of Chartwell
International,  Inc. and  approximately  two months of  operations of its wholly
owned  subsidiaries  E-Rail  Logistics,  Inc. and Belville Mining Company,  Inc.
Intercompany accounts and transactions have been eliminated.

NOTE 3.   ACQUISITION OF E-RAIL LOGISTICS, INC.

     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.  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 and minerals in Ohio, a portion
of which we intend to permit for the Company's landfill operations.

     Pursuant  to SEC  Regulation  S-X  Rule  3-05  and  11-01  and  ETIF  98-3:
Determining  Whether a Nonmonetary  Transaction  Involves  Receipt of Productive
Assets or of a Business,  the Company  determined  that the  acquisition did not
constitute a business combination.  E-Rail Logistics, Inc. lacked almost all the
significant  elements to constitute a "business" at the time of the acquisition,
was in the development stage and had not commenced planned principal operations.
As such, the transaction is treated as an acquisition of assets.

                                       7
<PAGE>
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<CAPTION>
<S>     <C>    <C>

                          CHARTWELL INTERNATIONAL, INC.
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONT'

         The purchase price included:

         Cash                                                                                    $2,288,429
         3,100,000 shares of common stock of the Company @$1.50 per share                         4,650,000
         Assumption of debt                                                                       2,226,241
                                                                                                -----------

         Total purchase price:                                                                   $9,164,670
                                                                                                ===========

         The total purchase price was allocated to the assets acquired as follows:

         Cash                                                                                    $   25,937
         Other current assets                                                                        14,375
         Property and equipment                                                                     707,690
         Land                                                                                     1,008,233
         Mineral rights                                                                           2,225,195
         Option for mineral rights                                                                5,184,240
                                                                                                 ----------
         Total assets acquired:                                                                  $9,164,670
                                                                                                 ==========
</TABLE>

     Determination  of the purchase price of the acquisition  and  corresponding
allocation of the purchase price to the net assets included the following:

     Fair value of the Company's common stock issued was determined by the Board
of Directors of the Company based on market conditions, including an independent
assessment by a reputable firm specializing in such matters.

     Accounts  payable  and accrued  liabilities  assumed  were  recorded at the
carrying  value  at  the  date  of the  acquisition  which  management  believes
reflected the fair value.

     Promissory  notes  assumed in the  acquisition  were  valued at the present
value of the minimum  payments  required to be paid under the notes at 11% which
management  believes fairly reflects the Company's current accessible  borrowing
rate based on recent proposals for debt financing.

     Cash,  current  assets,  and property and  equipment  were  recorded at the
carrying  value  at  the  date  of the  acquisition  which  management  believes
reflected the fair value.

     Management  believes that at the date of the  acquisition the book value of
the land,  mineral  rights and mineral  rights  under  option as reported by the
acquired  company does not reflect  fair value.  To  establish  fair value,  the
Company  received  an  independent  appraisal  of the land and a portion  of the
mineral rights owned prior to the close of the  transaction.  Additionally,  the
Company  conducted a reserve  analysis and obtained a lease proposal to mine the
minerals under option. Management determined the fair value of the land, mineral
rights and mineral  rights  under option  based on the  appraisal,  analysis and
proposal,  and allocated the excess  purchase price to the land,  mineral rights
and mineral rights under option on a pro-rata basis.

     Following an analysis of other  contracts and rights  acquired,  management
determined that there was no additional  value that should be allocated from the
excess purchase price to those other contracts and rights.

NOTE 4.  RELATED PARTY TRANSACTIONS

     The  Company  issued  155,000  shares  valued  at  $232,500  to  a  company
controlled  by an officer and  director of the  Company in  connection  with the
acquisition  of E-Rail  Logistics and Belville  Mining

                                       8
<PAGE>

Company.  At October 31, 2005, the Company owed $16,276 in cash and is obligated
to issue  10,850  shares of common  stock valued at $16,276 to this same company
for financing placement fees.

     The Company paid $95,767 in cash for legal  services to a law firm,  during
the fiscal  quarter  ended October 31, 2005, of which an officer and director of
the Company is a shareholder.  In addition, the Company reported $104,208 due to
this same firm for legal services at October 31, 2005.

     The Company purchased  equipment  totaling $51,000 during the quarter ended
October 31, 2005 from an entity controlled by an officer of one of the Company's
subsidiaries.  The Company also acquired  software and assumed the corresponding
lease of $27,256 from this same entity.

     Prior to the acquisition of E-Rail  Logistics,  E-Rail Logistics  purchased
220 open top containers  for $550,000  consisting of $130,000 cash and a finance
obligation of $420,000 to The Corona Group.  The  proprietor of The Corona Group
is an employee  of a company  controlled  by an officer of one of the  Company's
subsidiaries  and such  proprietor is a shareholder of the Company.  The Company
assumed the remaining  finance  obligation  totaling $369,395 in connection with
the acquisition of E-Rail Logistics.

     Management  of the Company is of the opinion that the terms and  conditions
of the foregoing  transactions were no less favorable for the Company than could
be obtained from unaffiliated third parties.

     The Company also  reimburses  officers and directors for approved  business
expenses  incurred in the ordinary course of business and in accordance with the
Company's expense reimbursement policy.

                                       9
<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 October 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 current assets of $6,093,993 at October 31, 2005
consisting of cash of $4,413,773,  a note receivable of $600,188,  a deposit for
the  purchase of  retrofitted  railcars  totaling  $1,040,000  and other  assets
totaling $40,032. Total current liabilities reported of $1,181,331 consisted of:
1) trade  payables  and  amounts  due to  related  parties  primarily  for legal
services, the purchase of equipment and general administrative  expenses paid by
them,  and  2)  current  maturities  on  long-term  obligations  assumed  in the
acquisition of its  subsidiaries.  The Company had working capital of $4,912,662
at October 31, 2005.

     The Company reported  property and equipment,  land,  mineral rights and an
option  on  mineral  rights  totaling  $10,588,436,  and long  term  obligations
totaling   $1,373,432   primarily   resulting   from  the   acquisition  of  its
subsidiaries.

     Stockholders'  Equity  increased  from  $9,059,027  at  July  31,  2005  to
$14,127,666.  This  increase is  primarily  due to: 1) common  stock  issued for
services and compensation totaling approximately  $705,000, 2) 100,000 shares of
common stock issued for cash of $501,000,  3) 300,000  shares  issued in partial
payment of the note  receivable  of  approximately  $325,000,  and 4)  3,100,000
shares of  common  stock  issued  totaling  $4,650,000  in  connection  with the
acquisition  of the  Company's  subsidiaries.  These  increases  were  partially
off-set by net losses of approximately $1,112,000.

     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

                                       10
<PAGE>

consisted  of  the  oversight  of  its   investments,   principally  in  College
Partnership, 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 October 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.

     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 and  minerals 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 October  31,  2005,  the  Company  has cash and cash  equivalents  of
$4,413,773.  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 6 to 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 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
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

                                       11
<PAGE>

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 leased  properties,
delays in  infrastructure  development,  or delays  in our  ability  to create a
customer base with volumes needed will significantly  impact our working capital
and intermediate financing needs.

Results of Operations

     The Company  reported net losses for the fiscal  quarter  ended October 31,
2005 of $1,112,408 that included  approximately  two months of operations of its
subsidiaries.  General  and  administrative  expenses  consisted  of:  1) rents,
utilities and office expenses of approximately $31,000, 2) salaries and employee
expenses  of  approximately  $110,000,  3)  professional  fees of  approximately
$900,000,  4) travel  expenses of  approximately  $23,000,  and 5)  depreciation
expense  of  approximately  $3,000.  Professional  fees  includes  approximately
$705,000 from the issuance of 407,225 shares of common stock in the aggregate to
board members for their service on the board, and to advisors in connection with
introduction  in raising  capital and advice on the acquisition of the Company's
subsidiaries.  The Company also reported net interest  expense of  approximately
$46,000.

Liquidity and Capital Resources

     The Company  reported cash flow from operations of  approximately  $238,000
consisting  primarily  of common  stock  issued for  services  of  approximately
$705,000,  the  application  of  $390,000  of prepaid  deposits  to 26  railcars
delivered and accepted,  and an increase of  approximately  $283,000 in accounts
payable and accrued liabilities, partially offset by an increase in other assets
of approximately $31,000 and net losses of approximately $1,112,000.

     Cash used in investing activities consisted of the purchase of property and
equipment of approximately $1,429,000, primarily railcars and related equipment,
and net cash paid for the  acquisition  of the Company's  subsidiaries  totaling
approximately $2,262,000.

     Cash from financing  activities  consisted of proceeds from the issuance of
common stock of  approximately  $501,000,  partially  offset by $275,000 of cash
paid for the purchase of a note  receivable and principal  payments on long term
debt of approximately $45,000.

     The Company completed the following  related party  transactions at and for
the fiscal quarter ended October 31, 2005:

     The  Company  issued  155,000  shares  valued  at  $232,500  to  a  company
controlled  by an officer and  director of the  Company in  connection  with the
acquisition  of E-Rail  Logistics and Belville  Mining  Company.  At October 31,
2005,  the Company owed $16,276 in cash and is obligated to issue 10,850  shares
of common stock valued at $16,276 to this same company for  financing  placement
fees.

     The Company paid $95,767 in cash for legal  services to a law firm,  during
the fiscal  quarter  ended October 31, 2005, of which an officer and director of
the Company is a shareholder.  In addition, the Company reported $104,208 due to
this same firm for legal services at October 31, 2005.

     The Company purchased  equipment  totaling $51,000 during the quarter ended
October 31, 2005 from an entity controlled by an officer of one of the Company's
subsidiaries.  The Company also acquired  software and assumed the corresponding
lease of $27,256 from this same entity.

     Prior to the acquisition of E-Rail  Logistics,  E-Rail Logistics  purchased
220 open top containers  for $550,000  consisting of $130,000 cash and a finance

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<PAGE>

obligation of $420,000 to The Corona Group.  The  proprietor of The Corona Group
is an employee  of a company  controlled  by an officer of one of the  Company's
subsidiaries  and such  proprietor is a shareholder of the Company.  The Company
assumed the remaining  finance  obligation  totaling $369,395 in connection with
the acquisition of E-Rail Logistics.

     Management  of the Company is of the opinion that the terms and  conditions
of the foregoing  transactions were no less favorable for the Company than could
be obtained from unaffiliated third parties.

     As a development  stage company,  there are currently  limited  operations,
principally  directed at structuring  acquisitions and initiating  operations in
the solid waste transportation, processing and disposal industry.

     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.

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 3. 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(e)  of the  Exchange  Act as of the end of the period
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.

     There  has been no change  to our  internal  controls  which  could  affect
financial reporting during the quarter ended October 31, 2005.

PART II. OTHER INFORMATION

Item 1. 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.

     On  September  8, 2005,  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.  ("Minerva").  On May 27, 2005, LFL Logistics
Inc. brought a foreclosure  action against Minerva 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,

                                       13
<PAGE>

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 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  assumed Rail Waste  Holdings'  obligations
under this legal proceeding.

     Subsequent to the end of the period covered by this report, on November 16,
2005,  the Company  entered  into a settlement  agreement on the  aforementioned
foreclosure  proceeding  in  which  Minerva  agreed  to pay to the  Company  the
principal amount owed under the Note,  including  interest,  costs and attorneys
fees,  and the  Company  agreed to dismiss  all claims and  cross-claims  in the
foreclosure action and file a release and discharge of the Mortgage.

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

        None.

Item 3. Defaults Upon Senior Securities

        None.

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

        None.

Item 5. Other Information

        None.

Item 6. Exhibits

          Exhibits

          Exhibit No.     Description
          ----------      -----------

            3.1(1)        Amended and Restated Articles of Incorporation

            3.2(1)        Amended and Restated By-laws

            10.1(2)       Agreement and Plan of Merger dated September 8, 2005

            10.2(2)       Note Purchase Agreement dated September 8, 2005

            10.3(2)       Stock Issuance Agreement dated September 8, 2005

            10.4(2)       Employment Agreement dated September 8, 2005

            10.5 (2)      Employment Agreement dated September 8, 2005

            10.6 (2)      Employment Agreement dated September 8, 2005

            10.7(3)       Advisory Agreement dated August 1, 2005

                                       14
<PAGE>


            10.8(3)       Restricted Stock Award Agreements dated
                          September 14, 2005

            31.1          Certificate of Principal Executive Officer pursuant to
                          Section 302 of The Sarbanes Oxley Act of 2002

            31.2          Certificate of Principal Financial Officer and
                          Principal Accounting Officer pursuant to Section 302
                          of The Sarbanes Oxley Act of 2002

            32            Certificate of Principal Executive Officer and
                          Principal Financial Officer and Principal
                          Accounting Officer pursuant to Section 906
                          of The Sarbanes-Oxley Act of 2002


           (1)  Incorporated  by  reference  to Form 8-K dated June 27, 2005
           (2)  Incorporated  by  reference to Form 8-K and 8-K/A dated
                September  13 and  September  14, 2005
           (3)  Incorporated  by reference to Form SB-2 dated November 4, 2005

                                       15
<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)


Date: December 15, 2005           By:  /s/ Imre Eszenyi
                                  ---------------------------------------
                                  Imre Eszenyi, Acting President (Principal
                                  Executive Officer) and Chairman of the Board



                                  CHARTWELL INTERNATIONAL, INC.
                                  (Registrant)


Date: December 15, 2005           By:  /s/ Imre Eszenyi
                                  ---------------------------------------
                                  Imre Eszenyi, Acting President (Principal
                                  Financial Officer and Principal Accounting
                                  Officer) and Chairman of the Board


                                       16