U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-KSB/A-1

(Mark One)
[X]  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

[ ]  Transitional Report Under Section 13 or 15(d) of the Securities Exchange
     Act of 1934

                     For the fiscal year ended July 31, 2003

                          Commission File No. 000-27395

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

                  NEVADA                                   95-3979080
                  ------                                   ----------
     (State or Other Jurisdiction of                    (I.R.S Employer
     Incorporation or Organization)                   Identification No.)

                      333 South Allison Parkway, Suite 100
                            Lakewood, Colorado 80226
                            ------------------------
                                 (303) 804-0100
                                 --------------
               (Address, including zip code and telephone number,
             including area code of registrant's executive offices)

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                                (Title of class)

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 [ ]

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year: $210,000

State the aggregate market value of the voting stock held by non-affiliates,
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: As of October 24, 2003: $147,942.

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of October 24, 2003 there were
21,486,720 shares of the Company's Common Stock issued and outstanding.

Documents Incorporated by Reference: None

                   This Form 10-KSB/A-1 consists of 17 Pages.

                       Exhibit Index is Located at Page 14

<PAGE>

                          CHARTWELL INTERNATIONAL, INC.

                                   FORM 10-KSB

                                  JULY 31, 2003

                                      INDEX


                                                                            PAGE
Part I

   Item 1   Description of Business...........................................1
   Item 2   Description of Property...........................................3
   Item 3   Legal Proceedings.................................................3
   Item 4   Submission of Matters to a Vote of Security Holders...............3

Part II

   Item 5   Market for Common Equity and Related Stockholder Matters..........3
   Item 6   Management's Discussion and Analysis..............................4
   Item 7   Financial Statements..............................................8
   Item 8   Changes In and Disagreements With Accountants on  Accounting
              and Financial Disclosures.......................................9

Part III

   Item 9   Directors, Executive Officers, Promoters and Control Persons,
              Compliance with Section 16(a) of the Exchange Act...............9
   Item 10  Executive Compensation...........................................10
   Item 11  Security Ownership of Certain Beneficial Owners and
              Management.....................................................12
   Item 12  Certain Relationships and Related Transactions...................14

Part IV

   Item 13  Exhibits, Lists and Reports on Form 8-K..........................14
   Item 14  Controls and Procedures..........................................16











                                       -i-
<PAGE>

                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS

     Chartwell International, Inc., ("we", "us", "our" or the "Company"), is a
Nevada corporation incorporated in December 1984 under the name "Chartwell
Publishing Company, Inc." We changed our name to our current name, Chartwell
International, Inc., in June 1993. As of the date of this report, we hold a
substantial equity position (approximately 22%) in College Partnership, Inc., a
Nevada corporation ("CPI"). Additionally, we own approximately 200 acres of
undeveloped residential real estate located near Ramona, California, east of San
Diego and undeveloped gypsum mining claims on U.S. Bureau of Land Management
property located near St. George, Utah.

     National Recruiting College Association, Inc. ("NCRA"), a California
corporation, is a wholly owned subsidiary that owns a high school athlete
college recruiting and scholarship assistance program, as well as the publishing
rights to "BlueChip Illustrated," a magazine associated with the NCRA programs.
In May 1995, we purchased all of the outstanding stock of NCRA for an original
purchase price of $2,120,000, which included cash, promissory notes and shares
of our common stock. NCRA ceased publishing "Blue Chip Illustrated" in 1999 and
is not currently actively engaged in any business operations, other than
disclosed below.

     In 1997, all of NCRA's principal business operations were licensed to CPI.
Effective August 1, 2000, we entered into a modification of our arrangements
with CPI. The modified arrangements will exist for 12 years from August 1, 2000
or, if earlier, until total payments to us have equaled $2,120,000, plus an
interest factor, at which point CPI will not be required to make any more
license payments to us. To date, CPI has not reached this threshold. Under the
modified arrangements, CPI pays us the greater of a minimum monthly license fee
of $12,500, or 1.5% of CPI's annual revenues up to $10,000,000, plus 1% of CPI's
annual revenues over $10,000,000. During our fiscal 2003, we received average
monthly lease payments of $17,500 based on CPI's estimated annual revenues of
$16,000,000. For fiscal 2004, NCRA will continue to receive estimated monthly
lease payments of $17,500 beginning August 2002, based on the current trend of
CPI revenues, which will be adjusted quarterly as the CPI revenue stream
indicates.

     CPI is a business that we began in June 1997, to develop college athlete
and student scholarship advisory services. CPI became a public reporting company
in June 2000 through filing of a registration statement on Form 10-SB pursuant
to the Securities Exchange Act of 1934, as amended. CPI has not yet filed its
annual report on Form 10-KSB for its fiscal year ended July 31, 2003 with the
Securities and Exchange Commission. Prospective investors should review that
document in conjunction with this Report.

Ramona, California, Property.

     In 1994, we purchased 200 acres of residential real estate near Ramona,
California, approximately 40 miles east of San Diego, California for
approximately $1.2 million consisting of cash, publicly held stock and shares of
our Series C Preferred Stock. The property is located in the northern portion of
San Diego County, just south of a sub-division known as San Diego Country
Estates and above the San Vicente Golf Course. Adjacent to the east of the
property are subdivided parcels of five to ten acres including easements for
open space. Parcels further west and on the hills above the golf course include
well-developed lots with high end residences. Lands to the north include smaller
lots of the San Diego Country Estates developed more than twenty-five years ago.
Larger undeveloped acreage in large parcels exists to the south of our property.
The parcel has a moderate sloping grade topography. Zoning currently is
agricultural/residential (one dwelling per 6-10 acres).

     This property is currently subject to approximately $1,200,000 in
encumbrances, including, in order of preference, (i) a $600,000 note to Scripps
Bank, Trustee FBO Edward Dessau Clarkson, Jr., IRA and Edward Dessau Clarkson,
Jr., Trustee for the E.D.C. JR., Trust, unaffiliated third parties, dated
February 22, 1999, and secured by a first deed of trust, with 12% interest only
payments of approximately $6,000 per month due until March 1, 2004, at which
time all remaining accrued interest and principal become due and payable. We are
currently in negotiations to extend the note.; (ii) a $600,000 lien relating to
notes and interest accruing at the rate of 10% per annum, compounded monthly,
payable to Mr. John J. Grace, a senior advisor to our Board and one of our
shareholders, dated October 27, 1999 and amended July 31, 2002, secured by a
deed of trust on the property as well as our shares in CPI and our Utah gypsum

                                        1
<PAGE>

mining claims. As of the date of this report, we are current on these
obligations. All principal and accrued interest is due and payable November 1,
2007. See "Part II, Item 6, Management's Discussion and Analysis" and "Part III,
Item 11, Security Ownership of Certain Beneficial Owners and Management", below.

     In March 2002, we listed this property for sale for the price of
$2,900,000. However, while we continue to list this property for sale, the
applicable listing agreement has expired. We are currently reconsidering our
various options on this property, including either selling the property, joint
venturing with a large real estate developer, or some other potential business
venture.

Utah Gypsum Mining Claims And Rights

     In April 1985, we acquired the right to mine a specified quantity of gypsum
from the New Riverview Claims 1 through 12, formerly known as the Riverview
Placer Claims 1 through 9, on Bureau of Land Management land near St. George,
Utah. New Riverview Claims 10, 11 and 12 adjoin new Riverview Claims 1 through
9. In June 2000, we filed Notice of Location for unpatented federal mining
claims CII 1-13, which are load claims staked in areas of defined gypsum
outcrops on lands not subject to competing claimants' interests. In November
2001, the Company allowed the non-essential New Riverview Claims 11-13 to
expire.

     Gypsum is the commercial or generic name for calcium sulfate dihydrate.
Gypsum is one of the oldest building materials in the world commonly used: to
manufacture wallboard and plaster for homes, offices and commercial buildings;
in portland cement for concrete for highways, bridges, buildings, and many other
structures; and as a soil conditioner. In addition, high-purity gypsum has a
wide range of uses including the production of glass, paper, foods and
pharmaceuticals.

     In March 2001, we engaged Behre Dolbear & Company and M.J. Bright,
Registered Professional Geologist, to conduct independent engineering
assessments of the value of the CII 1-13 unpatented federal mining claims. Their
assessments verified that we possess deposits of gypsum which may be mined. In
addition, we have obtained other, earlier studies, that further support the $2.0
million carrying value of our mineral properties. Because the establishment of
proven reserves would require extensive studies and expensive testing and we
currently have not allocated the financial resources to undertake these actions,
we have not yet conducted such detailed studies.

     Currently, we are considering seeking to commercially develop our gypsum
mining claims and rights through joint venture arrangements with experienced
mining companies or mine the deposits ourselves or sell the mineral properties
to a third party.

     As of the date of this Report, we are engaged in ongoing discussions with
the staff of the Securities and Exchange Commission regarding our accounting for
the mineral properties. Based upon the results of these discussions, it is
possible that we may need to write off of part or all of the carrying value of
our mineral properties. As of the date of this Report, no definite arrangement
has been reached in this regard.

     As of the date of this Report, we would consider selling all our unpatented
federal mining claims and all of our contractual mining rights for an amount
substantially in excess of our carrying value in the balance sheet, which is
approximately $2 million. However, we are not engaged in any discussions with a
potential buyer and there can be no assurance that we will be able to sell the
claims and or rights on terms acceptable to us.

Employees

     As of the date of this Report, we have two full time employees assigned as
follows: one management and one administrative. We also have a part-time
employee who serves as our Controller. Our operations are non-union. There has
been no history of labor strikes or unrest at any of our facilities. We believe
that our relations with our employees remain satisfactory. In addition,
management believes that the available labor force in the geographic areas where
our facilities are located are sufficient to support any expansion in our
operations which may occur over the next 12 months.

                                        2
<PAGE>

Trademarks/Patents

     We hold trademarks for "NCRA" and Blue Chip Illustrated, which we have
licensed to CPI. We hold no other trademarks or any patent rights.

Government Regulations

     We are not subject to any extraordinary governmental regulations relating
to our business. However, in the event we begin development of the gypsum
property described above, we would become subject to significant state and
federal government regulations.

ITEM 2. DESCRIPTION OF PROPERTY

     We conduct all of our operations from leased facilities. Our principal
place of business is located at 333 S. Allison Parkway, Suite 100, Lakewood,
Colorado 80226, which consists of approximately 600 square feet of executive
office space which we sublease from CPI pursuant to an agreement that expires
July 31, 2005. Sublease payments are $950 per month, which have been waived as
long as we continue to provide certain administrative services to CPI. The
current monthly rental rate is competitive with comparable office space in the
area. We believe our facilities are adequate to meet current business needs and
that our properties are adequately covered by insurance.

     We also own properties in Ramona, California and certain Gypsum mining
claims and rights, described above under "Part I, Item 1, Description of
Business."

ITEM 3. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     During the three month period ended July 31, 2003, no matters were
presented to our shareholders for their approval.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     Our common stock trades on the OTC Bulletin Board under the symbol "CWII".
The market in which our common stock trades is commonly referred to as the
"Electronic Bulletin Board." In this market, an investor may find it somewhat
difficult to dispose of or to obtain accurate quotations as to the market value
of our common stock. In addition, we are subject to a rule promulgated by the
Securities and Exchange Commission that provides that, if we fail to meet
certain criteria set forth in such rule, various sales practice requirements are
imposed on broker/dealers who sell our common stock to persons other than
established customers and accredited investors. For these types of transactions,
the broker/dealer has to make a special investor suitability determination for
the purchaser and to have received the purchaser's written consent to the
transactions prior to sale. Consequently, the rule may have an adverse effect on
the ability of broker/dealers to sell our common stock, which may, in turn, have
an adverse effect on the ability of our shareholders to sell our common stock in
the market.

     The following table sets forth the high and low bid prices per share of our
common stock for the last two fiscal years as reported by the OTC Electronic
Bulletin Board. These prices reflect inter-dealer prices, without retail
mark-ups, mark-downs or commissions, and may not necessarily represent actual
transactions.


                                        3
<PAGE>

        FISCAL QUARTER ENDED                 HIGH                  LOW
        ---------------------------------------------------------------

        October 31, 2002                     $0.20                $0.05
        January 31, 2003                       .33                  .02
        April 30, 2003                         .25                  .07
        July 31, 2003                          .21                  .03

        October 31, 2001                       .60                  .15
        January 31, 2002                       .45                  .10
        April 30, 2002                         .50                  .21
        July 31, 2002                          .50                  .13

     As of October 24 2003, the closing price of our common stock was $0.05.

Holders

     As of July 31, 2003, there were approximately 500 record owners of our
common stock, not including those persons who hold their shares in "street
name".

     There are also currently two record owners of our Preferred Series A stock,
two record owners of our Preferred Series B stock and one holder of our
Preferred Series C stock. See "Item 11. Security Ownership of Certain Beneficial
Owners and Management."

Dividends

     It is our present policy not to pay cash dividends and to retain future
earnings to support our growth. Any payment of cash dividends in the future will
be dependent upon the amount of funds legally available from our earnings,
financial condition, capital requirements and other factors that the Board of
Directors may deem relevant. We do not anticipate paying any cash dividends in
the foreseeable future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     The following discussion should be read in conjunction with our
consolidated financial statements and notes thereto included elsewhere in this
Report. In connection with, and because we desire to take advantage of the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995, we
caution readers regarding certain forward looking statements in the following
discussion and elsewhere in this Report and in any other statement made by us,
or on our behalf, whether or not in future filings with the Securities and
Exchange Commission. 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.


Results of Operations

     The following information is intended to highlight developments in our
operations, to present our results of operations, to identify key trends
affecting our businesses and to identify other factors affecting our results of
operations for the fiscal years ended July 31, 2003 and 2002.

                                        4
<PAGE>

Comparison of Results of Operations for the Years Ended July 31, 2003 and 2002

     Our revenues increased to $210,000 for the year ended July 31, 2003, from
$179,134 in 2001, an increase of $30,866 or 17.2%. All of our revenues were from
license fees generated from CPI. Effective August 1, 2000, the agreement called
for 1.5% of the first $10,000,000 in revenues of CPI and 1% of revenues over
$10,000,000, subject to a minimum monthly license fee of $12,500. CPI is
estimating to report revenues in excess of $17,000,000 and reported revenues of
$12,913,354 for fiscal 2003 and fiscal 2002, respectively.

     For the year ended July 31, 2003, our operating expenses increased to
$495,174 compared to $387,714 for the similar period in 2002, an increase of
$107,460 or 27.7%. This was due primarily to an increase in general and
administrative expenses. Our general and administrative expenses were $371,318
for the year ended July 31, 2003, compared to $263,612 for the similar period in
2002, an increase of $107,706 or 40.9%. This increase is primarily due to 1)
expense of $63,131 recorded in 2003 in connection with a modification to certain
stock options, and 2) negotiated reductions of certain obligations in the fiscal
year ended July 31, 2002.

     Net interest expense decreased from $236,662 in the year 2002, to $185,187
for the year ended July 31, 2003, a decrease of $51,475 or 21.8% due to a
decrease in total debt outstanding during fiscal 2003 resulting from the
conversion of a substantial amount of liabilities to related parties into common
stock. This was partially offset by an increase in interest income of
approximately $12,000 due to interest charges on loans and advances to related
parties.

     Also during our fiscal year ended July 31, 2002, we generated $204,000 in
gain from the disposition of 1,230,000 shares of CPI stock held by us. The stock
was transferred to related parties for the extinguishment of debt totaling
$200,000 and to a third party for services totaling $4,000. We also reported
miscellaneous income of $5,468 for the fiscal year 2002.

     As a result of the items discussed above, we generated a net loss of
$(470,361) for year ended July 31, 2003 ($.04 per share), compared to a net loss
of $(235,774) for the prior year ($0.04 per share).


Liquidity and Capital Resources

     At July 31, 2003, we had $7,465 in cash and cash equivalents, an increase
of $3,376 from July 31, 2002. At July 31, 2003, our working capital ratio was
0.17 to 1 based on current assets of $135,336 and current liabilities of
$802,086. Current liabilities include a note payable of $600,000 due March 2004,
collateralized by a first deed of trust on San Vincente Estates, which we are
currently in negotiations to extend the note. There can be no assurance that we
will be successful extending the term of this note.

     In our Statement of Cash Flows, net cash (used) in operations was $(18,902)
in 2003 and $(33,983) in 2002. In fiscal 2003, we had cash flows from financing
activities totaling $22,278 which were borrowings from related parties. In
fiscal 2002, we had cash flows from financing activities totaling $20,000 which
consisted of a bank loan of $2,000 and borrowings from related parties of
$18,000. We believe we have sufficient cash flows and sources of funding to meet
our obligations over the foreseeable future. During fiscal 2003, we were able to
reduce liabilities to related parties by $1,560,137 by the issuance of
15,814,891 shares of our common stock. We will continue working to reduce our
outstanding debt by conversion to shares of our common stock, or using proceeds
from the sales of a portion of CPI stock held by us. There can be no assurance
that these efforts will be successful.

     In addition to the receivables included in the balance sheet, we have a
note receivable related to an advance to CPI of $70,000, which we were required
to write off during the fiscal year ended July 31, 2000. CPI has been paying its
obligations to us in accordance with the stated terms and we expect that this
$70,000 note receivable will also be paid by CPI. When this $70,000 is paid, we
will recognize income of $70,000.

     Recovery of our investment in Recruiting Systems and Publishing Rights,
($1,219,368) is dependent on royalty payments received from CPI in which we have
an approximate 21% ownership interest as of July 31, 2003, and the underlying
value of the common stock investment in CPI (market value of approximately
$1,152,000 at July 31, 2003). Our CEO, Dr. Janice A. Jones is an officer and
director of CPI and our Senior Advisor, John J. Grace, is an officer and
director of CPI. Dr. Jones and Mr. Grace are husband and wife.

                                        5
<PAGE>

     On August 1, 2000, we agreed with CPI to a 50% deferral ($75,000) of the
fiscal year's royalty payments, without interest, with the full royalty payment
to be made beginning August 1, 2001. CPI has met its licensing fee commitments
in both fiscal 2003 and in fiscal 2002, and has paid $55,500 of the fiscal 2001
deferral as of July 31, 2003.

     As of the date of this report, CPI has not filed its Form 10-KSB for the
fiscal year ended July 31, 2003. During the nine months ended April 30, 2003,
CPI experienced profits compared to losses for the same period of the prior
fiscal year. Net student service revenues increased more than 70% during the
nine months ended April 30, 2003 from the nine months ended April 30, 2002. In
its Form 10-KSB for the fiscal year ended July 31, 2002, CPI reported that it
incurred significant operating losses and deterioration in working capital as it
revamped and improved product lines and its marketing organization, consolidated
the operations of it's acquired companies and invested in expansion of it's
operations and infrastructure. CPI stated these activities consumed considerable
focus and resulted in significant losses during the first three quarters of
fiscal 2001. A portion of these costs and operating deficits were funded by a
financing of its on and off-balance sheet customer contract receivables. The
losses sustained in 2001 and the first two quarters of fiscal 2002 were
gradually diminished and CPI was able to achieve profitability for the
fifteen-month period ended April 30, 2003. It is anticipated that CPI will
report revenues in excess of $17,000,000 and net losses of approximately
$500,000 for the fiscal year ended July 31, 2003.

     CPI management believes that CPI's cash requirements through next year will
be satisfied by the following sources: (1) cash expected to be generated from
operations, (2) obtaining further senior debt financing (3) obtaining
subordinate debt financing, and (4) possible equity financing. No assurance can
be given, however, that they will be successful in obtaining additional capital
to take advantage of replacing existing obligations at a significant discount
and fund future expansion and at what terms such capital will be available.

     For the fiscal year ended July 31, 2003, CPI has met its obligations to us
and we anticipate that CPI will be able to continue to meet its obligations to
us.

     At July 31, 2003, we had the following obligations to related parties and a
third party:

     (1) notes payable to a related party totaling $396,125 with interest rates
of 8% per annum, compounded monthly, collateralized by our shares in CPI and our
investments; notes payable totaling $18,696 to the same related party with
interest rates of 8% per annum, compounded monthly, principal and accrued
interest ($8,365 at July 31, 2003) due November 1, 2007. In addition, we owed
the same related party deferred compensation of $6,000 and accrued expenses
totaling $1,350, all due November 1, 2007.

     (2) a note payable to a related party totaling $3,582, accrued interest
totaling $66, deferred compensation of $17,302 and accrued expenses of $1,121,
all due November 1, 2004.

     (5) a note payable to a third party totaling $600,000 with an interest rate
of 12% per annum, interest payable monthly and principal due March 1, 2004.

     As of the date of this Report, we are current on all these obligations.

     In October 2002, our CEO, Senior Advisor and Board members agreed and
elected to convert debt and compensation totaling $212,000 which had been
accrued into an aggregate of 1,060,000 shares of our common stock, at a
conversion price of $0.20 per share, which was 200% of the then market price of
our common stock, as traded on the OTC Bulletin Board.

     On March 3, 2003 the Board of Directors approved the conversion of $603,835
of obligations due our CEO (including entities of which our CEO is a 100% owner
or trustee) and our Senior Advisor for 5,489,409 shares of post reverse split
shares of common stock. These shares were issued at $0.11 per share, a premium
to the then trading price of $.08 per share.

     On March 3, 2003, members of our Board of Directors, other than the
Chairman and CEO, received an aggregate of 54,545 shares in lieu of $6,000 in
Board of Director fees earned. These shares were issued at $0.11 per share, a
premium to the then trading price of $.08 per share.

                                        6
<PAGE>

     On April 14, 2003, the Board of Directors approved the conversion of
$616,000 of obligations due its CEO (including entities of which the CEO is a
100% owner or trustee) and its Senior Advisor for 8,800,000 shares of common
stock. Such converted obligations included a $500,000 note convertible into
1,000,000 shares of the Company's investment in CPI common stock. These shares
were issued at the then trading price of $0.07 per share.

     On April 14, 2003, members of our Board of Directors, other than the
Chairman and CEO, received an aggregate of 42,857 shares in lieu of $3,000 in
Board of Director fees earned. These shares were issued at the then trading
price of $0.07 per share.

Critical Accounting Policies and Estimates

     We have identified critical accounting policies that, as a result of
judgemenets, uncertainties, uniqueness and complexities of the underlying
accounting standards and operation involved, could result in material changes to
our financial position or results of operations under different conditions or
using different assumptions. The most critical accounting policies and estimates
are:

          The preparation of financial statements in conformity with
          accounting principles generally accepted in the United
          States of America requires management to make estimates and
          assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and
          liabilities at the date of the financial statements and the
          reported amounts of revenue and expenses during the
          reporting period. Actual results could differ from those
          estimates.

          Fail value of instruments. Our financial instruments consist
          of accounts receivable, accounts payable and long term debt.
          The fair value of loans payable to stockholders and balances
          of bank lines of credit, in the circumstances, are not
          reasonably determinable.

     Details regarding our use of these policies and the related estimates are
described in the accompanying consolidated financial statements as of July 31,
2003 and 2002 and for the years ended July 31, 2003 and 2002. During the year
ended July 31, 2003, there have been no material changes to our critical
accounting policies that impacted our consolidated financial condition or
results of operations.

Trends

     Cash flow from royalty payments from CPI is expected to increase to over
$210,000 for fiscal 2003. In addition, we expect to continue to offer our land
for sale and will begin to explore ways to develop or sell our gypsum claims.
Development of said gypsum claims may require us to obtain additional financing,
either from our land holdings or outside resources. There can be no assurance we
will be able to secure such financing on favorable terms, or at all.

Inflation

     Inflation has not had a significant impact on our results of operations and
is not anticipated to have a significant negative impact in the foreseeable
future. However, there is no assurance that inflation will not have a material
adverse impact on our future results of operations.



                                        7
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

                          CHARTWELL INTERNATIONAL, INC.
                                   FORM 10-KSB
                                  July 31, 2003


                                      INDEX
                                                                            Page


PART I. FINANCIAL INFORMATION

  ITEM 1. FINANCIAL STATEMENTS

Independent Auditor's Report.................................................F-1

Consolidated Balance Sheets at July 31, 2003 and 2002........................F-2

Consolidated Statements of Operations for the Fiscal Years
      Ended July 31, 2003 and 2002...........................................F-3

Consolidated Statements of Stockholders' Equity for the
      Fiscal Years Ended July 31, 2003 and 2002..............................F-4

Consolidated Statements of Cash Flows for the Fiscal Years
      Ended July 31, 2003 and 2002...........................................F-5

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

                                      -i-












                                        8
<PAGE>




                                  [LETTERHEAD]




INDEPENDENT AUDITOR'S REPORT

Board of Directors
Chartwell International, Inc.
Lakewood, Colorado

     I have audited the accompanying consolidated balance sheets of Chartwell
International, Inc. as of July 31, 2002 and 2003 and the related consolidated
statements of operations, stockholders' equity and cash flows for the years then
ended. 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 auditing standards generally
accepted in the United States of America. 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, 2002 and 2003 and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.




                                            /s/ Ronald R. Chadwick
Aurora, Colorado                            -----------------------------------
October 23, 2003                            RONALD R. CHADWICK, P.C.








                                       F-1
<PAGE>
<TABLE>
<CAPTION>

                               CHARTWELL INTERNATIONAL, INC.
                                CONSOLIDATED BALANCE SHEETS

ASSETS:                                                      July 31, 2003    July 31, 2002
                                                             -------------    -------------
<S>                                                           <C>             <C>
Current Assets:
    Cash                                                      $      7,465    $      4,089
    Trade credits and related receivable                            66,097          77,396
    Receivables from related parties                                61,774          10,739
                                                              ------------    ------------
                Total current assets:                              135,336          92,224

Investment in real estate                                        1,195,655       1,195,655
Mineral properties                                               2,014,800       2,014,800
Recruiting systems, publishing and franchise rights, net         1,080,642       1,204,498
Receivables from related parties                                    30,552         107,326
Other assets, net                                                    3,516           9,552
                                                              ------------    ------------
TOTAL ASSETS                                                  $  4,460,501    $  4,624,055
                                                              ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Bank loan payable                                         $     10,000    $     10,000
    Note payable                                                   600,000            --
    Accounts payable and accrued expenses                          192,086         194,769
                                                              ------------    ------------
                Total current liabilities:                         802,086         204,769

Long-term Debt:
    Due to related parties                                         456,891       1,651,367
    Other notes payable                                               --           600,000
                                                              ------------    ------------
                Total liabilities                                1,258,977       2,456,136

Stockholders' Equity:
    Preferred Series B Stock (preferable in liquidation to
      other classes of stock)                                      300,000         300,000
    Preferred Series A Stock (preferable to common stock
      and equal to Preferred Series C Stock in liquidation)            600             600
    Preferred Series C Stock (preferable to common stock
      and equal to Preferred Series A Stock in liquidation)        506,120         506,120
    Common stock; $.001 par value; 50,000,000 shares
      authorized; 21,486,720 and 6,083,918 shares issued
      and outstanding, respectively                                 21,487           6,084
    Additional paid-in capital                                  12,237,635      10,749,072
    Treasury stock at cost (6,885 shares)                           (6,885)         (6,885)
    Accumulated deficit                                         (9,857,433)     (9,387,072)
                                                              ------------    ------------
                Total stockholders' equity                       3,201,524       2,167,919
                                                              ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $  4,460,501    $  4,624,055
                                                              ============    ============


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

                                             F-2
<PAGE>

                          CHARTWELL INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                  July 31, 2002    July 31, 2001
                                                  -------------    -------------
REVENUE:
    License fee revenue                            $    210,000    $    179,134

OPERATING EXPENSES:
    General and administrative                          371,318         263,612
    Depreciation and amortization                       123,856         124,102
                                                   ------------    ------------
                Total operating expenses                495,174         387,714

Operating Loss                                         (285,174)       (208,580)

Other income (expense)
    Gains on dispositions of stock                         --           204,000
    Interest income (expense), net                     (185,187)       (236,662)
    Miscellaneous income, net                              --             5,468
                                                   ------------    ------------
                Total other income (expense)           (185,187)        (27,194)
                                                   ------------    ------------

Net (loss)                                         $   (470,361)   $   (235,774)
                                                   ============    ============

(Loss) per common share (basic and diluted)        $      (0.04)   $      (0.04)
                                                   ============    ============

Average common shares outstanding                    11,719,503       6,057,124
                                                   ============    ============


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

                                       F-3
<PAGE>

                                       CHARTWELL INTERNATIONAL, INC.
                              CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                               JULY 31, 2003


                                    Series A       Series B       Series C                      Additional
                                   Preferred      Preferred      Preferred        Common         Paid-in
                                     Stock          Stock          Stock          Stock          Capital
                                  ------------   ------------   ------------   ------------    ------------
Balances, July 31, 2001
         Shares                        600,000         30,000         50,612      6,038,918            --
         Amount                   $        600   $    300,000   $    506,120   $      6,039    $ 10,730,217
                                  ============   ============   ============   ============    ============

Common stock and warrants
     issued in exchange for
     services
         Shares                           --             --             --           45,000            --
         Amount                   $       --     $       --     $       --     $         45    $     18,855

Net (loss), fiscal 2002
         Shares                           --             --             --             --              --
         Amount                   $       --     $       --     $       --     $       --      $       --

Balances, July 31, 2002
                                  ------------   ------------   ------------   ------------    ------------
         Shares                        600,000         30,000         50,612      6,083,918            --
         Amount                   $        600   $    300,000   $    506,120   $      6,084    $ 10,749,072
                                  ============   ============   ============   ============    ============

Common stock issued in exchange
     for services and debt
         Shares                           --             --             --        1,060,000            --
         Amount                   $       --     $       --     $       --     $      1,060    $    210,940

Common stock issued in exchange
     for services and debt
         Shares                           --             --             --       14,386,813            --
         Amount                   $       --     $       --     $       --     $     14,387    $  1,214,448

Modification of stock options
         Shares                           --             --             --             --              --
         Amount                   $       --     $       --     $       --     $       --      $     63,131

Other
         Shares                           --             --             --          (44,011)           --
         Amount                   $       --     $       --     $       --     $        (44)   $         44

Net (loss), fiscal 2003
         Shares                           --             --             --             --              --
         Amount                   $       --     $       --     $       --     $       --      $       --

Balances, July 31, 2003
                                  ------------   ------------   ------------   ------------    ------------
         Shares                        600,000         30,000         50,612     21,486,720            --
         Amount                   $        600   $    300,000   $    506,120   $     21,487    $ 12,237,635
                                  ============   ============   ============   ============    ============

Table continues below.

                                                    F-4
<PAGE>

                          CHARTWELL INTERNATIONAL, INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            JULY 31, 2003 (Continued)

                                                                      Total
                                    Treasury      Accumulated     Stockholders'
                                     Stock          Deficit          Equity
                                  ------------    ------------    ------------
Balances, July 31, 2001
         Shares                         (6,885)           --         6,712,645
         Amount                   $     (6,885)   $ (9,151,298)   $  2,384,793
                                  ============    ============    ============

Common stock and warrants
     issued in exchange for
     services
         Shares                           --              --            45,000
         Amount                   $       --      $       --      $     18,900

Net (loss), fiscal 2002
         Shares                           --              --              --
         Amount                   $       --      $   (235,774)   $   (235,774)

Balances, July 31, 2002
                                  ------------    ------------    ------------
         Shares                         (6,885)           --         6,757,645
         Amount                   $     (6,885)   $ (9,387,072)   $  2,167,919
                                  ============    ============    ============

Common stock issued in exchange
     for services and debt
         Shares                           --              --         1,060,000
         Amount                   $       --      $       --      $    212,000

Common stock issued in exchange
     for services and debt
         Shares                           --              --        14,386,813
         Amount                   $       --      $       --      $  1,228,835

Modification of stock options
         Shares                           --              --              --
         Amount                   $       --      $       --      $     63,131

Other
         Shares                           --              --           (44,011)
         Amount                   $       --      $       --      $       --

Net (loss), fiscal 2003
         Shares                           --              --              --
         Amount                   $       --      $   (470,361)   $   (470,361)

Balances, July 31, 2003
                                  ------------    ------------    ------------
         Shares                         (6,885)           --        22,160,447
         Amount                   $     (6,885)   $ (9,857,433)   $  3,201,524
                                  ============    ============    ============


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

                                 F-4 (continued)
<PAGE>

                                   CHARTWELL INTERNATIONAL, INC.
                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                   July 31, 2003    July 31, 2002
                                                                   -------------    -------------
Cash Flows from Operating Activities
    Net income (loss)                                                $(470,361)       $(235,774)
    Adjustments:
        Depreciation and amortization                                  123,856          124,102
        Services and other expenses paid for with stock                 77,698           18,900
        Gain on stock dispositions                                        --           (204,000)
        Modification of stock options                                   63,131             --
    Changes in operating assets and liabilities:
        Trade credits                                                  (11,299)         (13,257)
        Due from related parties                                       (25,739)         (15,960)
        Prepaids and other assets                                       (6,036)          25,959
        Accounts payable and accrued expenses                           (2,683)          32,938
        Other long term liabilities - related parties                  147,291           84,000
        Related party accrued interest                                  85,240          149,109
                                                                     ---------        ---------
                 Net cash (used in) operating activities               (18,902)         (33,983)

Cash Flows from Investing Activities
    Proceeds from sales of stock                                          --               --
                                                                     ---------        ---------
                 Net cash provided by investing activities                --               --

Cash Flows from Financing Activities
    Proceeds from bank loan                                               --              2,000
    Proceeds from borrowings from related parties                       22,278           18,000
                                                                     ---------        ---------
                 Net cash provided by financing activities              22,278           20,000

Net increase (decrease) in cash                                          3,376          (13,983)

Cash at beginning of period                                              4,089           18,072
                                                                     ---------        ---------

Cash at end of period                                                $   7,465        $   4,089
                                                                     =========        =========

Supplemental Cash Flow information
    Cash paid for interest                                           $  72,000        $  72,000
                                                                     =========        =========

Non-cash Investing and Financing Activities:

In fiscal 2002, the Company paid certain liabilities totaling $200,000 to
related parties by transferring 1,190,000 shares of CPI stock held by the
Company to the parties.

In fiscal 2003, the Company paid certain liabilities totaling $1,360,137 to
related parties by issuing 14,624,891 shares of the Company's common stock (post
reverse split) to the parties.


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

                                                F-5
</TABLE>
<PAGE>

                          CHARTWELL INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED JULY 31, 2002 AND 2001

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

     Chartwell International, Inc. (formerly Chartwell Publishing Company,
Inc.)("Chartwell" or the "Company") was incorporated in the State of Nevada on
December 27, 1984. The Company's principal line of business is oversight of its
investment in College Bound Student Alliance, Inc. ("CPI") (f/k/a SportsStar
Marketing, Inc.), which includes career planning, test preparation, and college
selection services for college bound students and their families. The Company
also owns rights to gypsum deposits and owns a 200 acre parcel of real estate
which is being held for future development or sale. A summary of the Company's
significant accounting policies follows:

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of Chartwell
International, Inc. and its wholly owned subsidiary, National College Recruiting
Association, Inc. ("NCRA"), through which it licenses marketing and publishing
rights to CPI. As of July 31, 2003, Chartwell had an approximate 22% equity
interest in CPI, which is accounted for in the consolidated financial statements
by the equity method. Intercompany accounts and transactions have been
eliminated.

TRADE CREDITS

     The Company accounts for trade credits consistent with EITF 93-11. Trade
credits are recorded at cost, and represent purchasing value for goods and
services in established barter markets. The Company reviews its trade credits
periodically to assess the fair value of carrying amounts.

MINERAL PROPERTIES

     Costs of acquiring specific mineral properties are capitalized on a
property by property basis. Mineral properties are periodically assessed for
impairment of value and any impairments are charged to operations at the time of
impairment. Should a property be sold or abandoned, its capitalized costs are
charged to operations and gain or loss recognized.

FAIR VALUE OF DEBT

     The carrying value of the Company's financial instruments approximates fair
value.

LICENSE FEE REVENUE

     License fee revenue is recognized when earned, on an accrual basis.
Receivables from related parties at July 31, 2003, consists of amounts due to
the Company from CPI, primarily for license fees and expense reimbursements.

INCOME TAX

     The Company has a net operating loss carry forward at July 31, 2003 of
approximately $8,600,000, which will begin to expire in the year 2004 if not
used. The resulting deferred tax asset of approximately $3,400,000 has been
offset by a 100% valuation allowance. The valuation allowance for the years
ended 2003 and 2002 increased by approximately $183,000 and $90,000,
respectively.

IMPAIRMENT TESTING FOR LONG-LIVED ASSETS

     The Company accounts for its long-lived assets in conformity with FASB
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." Statement 121 requires impairment losses
to be recorded on long-lived assets used in operations or expected to be
disposed of when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amount.

                                       F-6
<PAGE>

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.

RECENT PRONOUNCEMENTS

     In August 2001, the FASB also approved SFAS 144, "Accounting for the
Impairment or Disposal of Long- Lived Assets." SFAS 144 replaces SFAS 121,
"Accounting for the Impairment of Long-Lived Assets and for Long- Lived Assets
to Be Disposed Of." The new accounting model for long-lived assets to be
disposed of by sale applies to all long-lived assets, including discontinued
operations, and replaces the provisions of APB Opinion No. 30, "Reporting
Results of Operations-Reporting the Effects of Disposal of a Segment of a
Business," for the disposal of segments of a business. SFAS 144 requires that
those long-lived assets be measured at the lower of carrying amount or fair
value less cost to sell, whether reported in continuing operations or in
discontinued operations. Therefore, discontinued operations will no longer be
measured at net realizable value or include amounts for operating losses that
have not yet occurred. SFAS 144 also broadens the reporting of discontinued
operations to include all components of an entity with operations that can be
distinguished from the rest of the entity and that will be eliminated from the
ongoing operations of the entity in a disposal transaction. The provisions of
SFAS 144 are effective for financial statements issued for fiscal years
beginning after December 15, 2001 and, generally, are to be applied
prospectively. At this time, adoption of this statement is not expected to have
a material effect on the Company's financial position, results of operations, or
cash flows. However, the SEC is inquiring about the carrying value of the
Company's gypsum assets.

     In April 2002, the FASB approved for issuance SFAS No. 145, "Rescission of
FASB Statements No. 4, 44 and 64, Amendment of SFAS 13, and Technical
Corrections". SFAS 145 rescinds previous accounting guidance, which required all
gains and losses from extinguishment of debt be classified as an extraordinary
item. Under SFAS 145 classification of debt extinguishment depends on the facts
and circumstances of the transaction. SFAS 145 is effective for fiscal years
beginning after May 15, 2002 and adoption is not expected to have a material
effect on the Company's financial position or results of its operations.

     In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". SFAS 146 requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Examples of costs covered by SFAS 146 include lease termination costs and
certain employee severance costs that are associated with a restructuring,
discontinued operation, plant closing, or other exit or disposal activity. SFAS
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002. The adoption of SFAS 146 is not expected to have a
material effect on the Company's financial position or results of its operations

STOCK-BASED EMPLOYEE COMPENSATION AWARDS

The Company uses APB 25 to account for stock-based employee compensation awards.
No employee stock options were outstanding in 2002 or 2003.

                                       F-7
<PAGE>

NOTE 2. MODIFICATIONS TO ARRANGEMENTS WITH CPI

     Effective August 1, 2000, the Company entered into a modification of its
arrangements with CPI. Under the modified arrangements, CPI pays to the Company
a minimum monthly license fee of $12,500 or, if greater, 1.5% of CPI's revenues
up to $10,000,000 and 1% of annual revenues of CPI in excess of $10,000,000. The
Company agreed to defer payment by CPI of $6,250 per month through August 1,
2001, of the minimum license fee depending on the cash flow circumstances of
CPI. As of July 31, 2003 the remaining unpaid deferred payments totaled $19,500.

     The modified arrangements will exist for 12 years from August 1, 2000 or,
if earlier, until total payments to the Company have equaled $2,120,000 plus an
interest factor, at which point CPI will not be required to make any more
license payments to the Company. As a result, the Company has reduced the
remaining useful lives of its recruiting systems and publishing rights to 12
years from August 1, 2000, and is amortizing the remaining net book values of
these assets over 12 years from that date.

NOTE 3. INVESTMENT IN REAL ESTATE:

     The Company owns 200 acres of development land known as San Vincente
Estates, located in San Diego County, Ramona, California. The Company intends to
either develop the property with joint venture partners, or to sell the property
to outside investors. The Company has not committed to a plan to dispose of the
property. As of July 31, 2002, the Company has accrued approximately $35,000 for
property taxes due on the property and the municipality has a lien against the
property for the amount of the property taxes due. The Company will have to make
cash payments for the amount of the taxes due, including any penalties or
interest, to have the lien removed.

NOTE 4. NOTES PAYABLE AND LONG TERM DEBT

     Due to related parties consisted of the following:

                                                                July 31,
                                                       -------------------------
                                                          2002           2002
                                                       ----------     ----------


Note payable to an officer due November 1,
  2007, with interest at 8%                            $    3,582     $  640,936

Notes payable to a key advisor, due
  November 1, 2004 with interest at 8%,
  primarily collateralized by the Company's
  shares in CPI and its investments                       418,821        496,125
                                                       ----------     ----------
                                                          422,403      1,137,061

Accrued interest on above notes, not required
  to be paid during the fiscal year ending
  July 31, 2003                                             8,431        386,484

Other                                                      26,057        127,822
                                                       ----------     ----------
                                                       $  456,891     $1,651,367
                                                       ==========     ==========


     During 2002, the Company transferred 1,190,000 shares of CPI stock in
payment of notes to related parties of $191,504 and other liabilities owed to
related parties of $8,496.

     During 2003, the Company issued 14,624,891 shares of its common stock in
payment of notes and other liabilities of $1,306,137 owed to the parties.

                                       F-8
<PAGE>

     Other notes payable are as follows:

     Note payable of $600,000 to a bank and an individual, monthly payments of
interest only at 12% with the principal due on March 1, 2004, collateralized by
a first deed of trust on San Vincente Estates.

     Minimum scheduled principal payments on long-term debt to maturity as of
July 31, 2003 are as follows:

                                              Related
                                              Parties          Others
                                             ----------      ----------
       Fiscal year ending July 31,
              2004                           $     --        $  600,000
              2005                                 --              --
              2006                                 --              --
              2007                                 --              --
              2008                              448,460            --
                                             ----------      ----------
            Total                            $  448,460      $  600,000
                                             ==========      ==========

NOTE 5. OPERATING LEASE

     The Company subleases an office facility in Lakewood, Colorado from CPI for
$950 per month. The term of the sublease is from August 1, 2000 to July 31,
2005. Payment of rent to CPI is waived as long as the Company continues to
provide certain services to CPI. Future minimum lease payments under operating
leases are $11,400 per annum for the fiscal years ending July 31, 2004 and 2005.

NOTE 6. STOCKHOLDERS' EQUITY

PREFERRED STOCK

     The Company has 25,000,000 authorized preferred shares issuable in one or
more series. From these authorized shares, the Company has established the
following preferred stock:

     PREFERRED SERIES A STOCK - The Company has provided for the issuance of
2,000,000 shares, par value $0.001 share, convertible Preferred Series A Stock
("Series A"), of which 600,000 shares were outstanding as of July 31, 2003.
Series A shares are convertible into shares of the Company's common stock at the
rate of 10 preferred shares for one common share at any time after the date of
issuance. No call provision exists with respect to the Series A shares. The
Series A stock is not subject to any operation of a retirement or sinking fund.
The Series A stock has preferential dividend and liquidation rights to the
common stock, equal dividend and liquidation rights to the Preferred Series C
Stock and liquidation rights that are subordinate to the Preferred Series B
Stock.

     PREFERRED SERIES B STOCK - The Company has provided for the issuance of
150,000 shares of stated value $10 per share convertible Preferred Series B
Stock ("Series B"), of which 30,000 shares were outstanding as of July 31, 2003.
Each Series B share is convertible into two shares of the Company's common
stock. Series B shares are callable at 110% of par value with 15 days prior
notice to give the holders an opportunity to convert. The Series B stock is not
subject to any operation of a retirement or sinking fund. The Series B stock has
a dividend rate of 2% in year two, increasing by 1% per year to a maximum of 6%
in year six, and each year thereafter, and preferential liquidation rights to
the common stock, Preferred Series A Stock and Preferred Series C Stock.

     PREFERRED SERIES C STOCK - The Company has provided for the issuance of
300,000 shares stated value $10 per share convertible Preferred Series C Stock
("Series C"), of which 50,612 shares were outstanding as of July 31, 2003. Each
Series C share is convertible into one share of the Company's common stock at
any time commencing 18 months after the date of issuance. All such conversion
rights on issued and outstanding Preferred Series C stock have expired. No call
provision exists with respect to the Series C shares. The Series C stock is not
subject to any operation of a retirement or sinking fund. The Series C stock has
preferential dividend rights to the common stock, equal dividend rights to the
Preferred Series A Stock, and preferential liquidation rights to the common
stock, equal liquidation rights to the Preferred Series A Stock and subordinate
liquidation rights to the Preferred Series B Stock.

                                       F-9
<PAGE>

COMMON STOCK

     The Company has 50,000,000 authorized shares of common stock, par value
$0.001, of which 21,486,720 shares were outstanding at July 31, 2003.

     The Company has exercisable stock options and warrants outstanding issued
in connection with debt instruments and capital transactions as follows:


        Number of Shares        Exercise Price        Date of Expiration
        ----------------        --------------        ------------------

           2,316,579                 $0.20             November 1, 2007
              93,100                  0.50             January 3, 2004
           ---------
           2,409,679
           =========

     Of the above options and warrants, 2,316,579 are held by related parties.

     During the fiscal year ended July 31, 2002, the Company repurchased
warrants to purchase 1,000,000 shares of its common stock from a third party for
$10,000 in cash.

     In October, 2002 the term and exercise price of the 2,316,579 options noted
above were modified by the Company. The exercise price was reduced from $1.00 to
$0.20, and the term extended from August 1, 2005 to November 1, 2007. The
Company recorded an expense in connection with this modification of $63,131.


NOTE 7. EMPLOYEE STOCK OPTIONS

     The Company currently has no employee stock options outstanding.

NOTE 8. RECRUITING SYSTEMS, PUBLISHING RIGHTS, AND OTHER AMORTIZABLE ASSETS:

     Following are the components of recruiting systems, publishing rights, and
other amortizable assets as of July 31, 2003 and 2002:

<TABLE>
<CAPTION>

                                 July 31, 2003                            July 31, 2002
                      -------------------------------------   -------------------------------------
                                  Accumulated     Net Book                Accumulated     Net Book
                         Cost     Amortization     Value         Cost     Amortization     Value
                      -------------------------------------   -------------------------------------
<S>                   <C>          <C>           <C>          <C>          <C>           <C>
Recruiting Systems,
   Publishing and
   Franchise Rights   $1,971,102   $ (890,460)   $1,080,642   $1,971,102   $ (766,604)   $1,204,498
                      ==========   ==========    ==========   ==========   ==========    ==========

     Recruiting systems and publishing rights represent the allocation of part
of the purchase price of NCRA based on an independent valuation study. These
were licensed to CPI with payments due through 2012.

     Amortization expense through July 31, 2000 was provided on a straight-line
basis using estimated lives of 20 years for recruiting systems and publishing
rights. Based on the modified arrangements between the Company and CPI, which
are described in Note 2, the arrangements will exist for 12 years from August 1,
2000 or, if earlier, until total payments to the Company have equaled $2,120,000
plus an interest factor, at which point CPI will not be required to make any
more license payments to the Company. As a result, the Company has reduced the
remaining useful lives of its recruiting systems and publishing rights to 12
years from August 1, 2000, and is amortizing the remaining net book values of
these assets over 12 years from that date. This change in useful life increased
amortization expense for the fiscal year ended July 31, 2002 and 2003 by
approximately $30,000.

                                      F-10
<PAGE>

     Amortization expense for the Company's amortizable assets for the next five
years, given current amortization rates are as follows:


                         2004       2005       2006       2007       2008      Total
                       ---------------------------------------------------------------
Recruiting Systems,
Publishing and
    Franchise Rights   $123,856   $122,975   $119,116   $119,116   $119,116   $604,179

Deferred Debt Costs       3,516                                                  3,516
                       ---------------------------------------------------------------

Total                  $127,372   $122,975   $119,116   $119,116   $119,116   $607,695
                       ===============================================================
</TABLE>

NOTE 9. INVESTMENT IN COLLEGE BOUND STUDENT ALLIANCE, INC. ("CPI"):

     CPI was a majority-owned subsidiary until the fourth quarter of fiscal
1999, when the Company's equity interest in CPI was decreased to less than 50%
as a result of sales by the Company of a portion of its shares in CPI and also
by new issuances of common stock by CPI to parties other than the Company. This
requires the Company to account for its investment in CPI using the equity
method. As a result, the investment in CPI is accounted for using the equity
method for the entire periods of fiscal 2003, 2002, 2001, 2000 and 1999.

As of the date of this report, CPI has not filed its annual report on Form
10-KSB for the fiscal year ended July 31, 2003. Summarized information on
assets, liabilities, and results of operations for CPI are as follows:

                                                    9 months       12 months
                                                     Ended           Ended
                                                    April 30,       July 31,
                                                  ------------    ------------
                                                      2003            2002
                                                  ------------    ------------
 ASSETS
    Current assets                                $  4,907,356    $  4,720,758
    Long-term assets, principally recruiting
    systems and technology and goodwill,  net        2,434,235       2,612,002
                                                  ------------    ------------
      Total assets                                $  7,341,591    $  7,332,760
                                                  ============    ============
 LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities                           $  7,823,037    $  8,129,641
    Long-term debt                                   2,280,221       2,542,947
    Stockholders' equity                            (2,761,667)     (3,339,828)
                                                  ------------    ------------
     Total liabilities and stockholders' equity   $  7,341,591    $  7,332,760
                                                  ============    ============
 RESULTS OF OPERATIONS
    Revenues                                      $ 14,097,834    $ 12,913,354
    Operating and other expenses                    13,649,125      13,311,785
                                                  ------------    ------------
      Net loss                                    $    448,709    $   (398,431)
                                                  ============    ============

     Under generally accepted accounting principles, the Company is required to
carry its investment in CPI in the consolidated balance sheet at cost as
adjusted for the equity method, which is zero at July 31, 2003. CPI is a
publicly traded company and the Company's approximate 21% interest
(5,757,641shares) in CPI at July 31, 2003 had a value of approximately
$1,152,000 based on the market price of CPI's stock on July 31, 2003 of $.20 per
share.

     The Company can recognize gains on its investment upon disposition of its
stock in CPI (which resulted in gains of $204,000 in fiscal 2002), or in cases
when third party investments in CPI increase the amount of the Company's

                                      F-11
<PAGE>

proportionate share of net equity of CPI. The Company recognizes gains and
losses from subsidiary stock issuance if the consideration received by the
subsidiary consists of cash or other monetary assets.

     During the fiscal year ended July 31, 2002, the Company realized a gain of
$204,000 from the disposal of 1,230,000 shares of its CPI common stock. The
consideration received consisted of debt relief of $200,000 from related parties
and $4,000 from a third party.

     During fiscal 2001, the Company replaced the exercise prices of outstanding
stock options to purchase 800,000 shares of CPI common stock owned by the
Company to an exercise price of $.20 per share, which was greater than the
market value of CPI's common stock in public trading on the date of the
repricing. The previous prices at which these individuals could purchase the CPI
shares from the Company were $.32 and are held by the Company's chief executive
officer (600,000 shares) and senior advisor to the Company (200,000 shares). The
Company also granted to the senior advisor an additional option to purchase
250,000 shares of CPI common stock at an exercise price per share of $.20
through November 1, 2006.

     On October 21, 2002, the Company issued 20,000 shares (post reverse split)
to each of three directors in payment of their deferred director fees of $4,000
each for their service to the Company as directors for the fiscal year ended
July 31, 2002. In addition, the Company issued 500,000 (post reverse split)
shares of common stock to its CEO and 500,000 shares (post reverse split) of
common shares to its Senior Advisor in exchange for the forgiveness of debt to
each individual of $100,000.

     On October 21, 2002, the Company agreed to cancel existing options to
purchase shares of common stock to its CEO (including entities of which the CEO
is 100% owner) and its senior advisor totaling 2,316,579 options (post reverse
split) and reissue these options with new 5 year options with a strike price at
100% over market, or $.20 per share. These options will carry a "cashless"
option feature. These individuals have agreed to continue to forego payments
under their employment contracts and extend the due dates of all their
promissory notes until November 1, 2007 and lower the interest rates on such
notes from 10% to 8%.

     On October 21, 2002, the Board of Directors approved a proposal, subject to
shareholder approval, to effect a one for ten reverse split of the Company's
common stock and reduce the number of common shares authorized to 50,000,000. A
majority of the Company's shareholders approved this reverse split on December
2, 2002 by majority consent. We filed our Information Statement with the
Securities and Exchange Commission advising of the same on December 19, 2002.
This reverse stock split was effective December 23, 2002.

     On March 3, 2003 the Board of Directors approved the conversion of $603,835
of obligations due our CEO (including entities of which our CEO is a 100% owner
or trustee) and our Senior Advisor for 5,489,409 shares of post reverse split
shares of common stock. These shares were issued at $0.11 per share, a premium
to the then trading price of $.08 per share.

     On March 3, 2003, members of our Board of Directors, other than the
Chairman and CEO, received an aggregate of 54,545 shares in lieu of $6,000 in
Board of Director fees earned. These shares were issued at $0.11 per share, a
premium to the then trading price of $.08 per share.

     On April 14, 2003, the Board of Directors approved the conversion of
$616,000 of obligations due its CEO (including entities of which the CEO is a
100% owner or trustee) and its Senior Advisor for 8,800,000 shares of common
stock. Such converted obligations included a $500,000 note convertible into
1,000,000 shares of the Company's investment in CPI common stock. These shares
were issued at the then trading price of $0.07 per share.

     On April 14, 2003, members of our Board of Directors, other than the
Chairman and CEO, received an aggregate of 42,857 shares in lieu of $3,000 in
Board of Director fees earned. These shares were issued at the then trading
price of $0.07 per share.

                                      F-12
<PAGE>

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

None.


                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The Directors and Officers of our Company as of the date of this Report are
as follows:

Name                              Age                      Position
----------------------            ---                      --------

Janice A. Jones, Ph.D.            55             Chairperson of the Board, Chief
                                                 Executive Officer, Treasurer,
                                                 Director

Alice M. Gluckman                 58             Corporate Secretary, Director

William R. Willard                61             Director

Rick N. Newton                    52             Director

     Pursuant to our Certificate of Incorporation and By-Laws, the members of
our Board of Directors serve for one-year terms. Other than Dr. Jones and Mr.
Grace being married, there are no family relationships by and between any
members of our management.

Resumes:

     JANICE A. JONES, Ph.D., has been our Director since inception and
Chairperson of our Board of Directors, Chief Executive Officer and Treasurer
since August, 1990. Her positions with us have been her full time occupation
since 1990. Dr. Jones is also a director and Corporate Secretary of College
Bound Student Alliance, Inc., a publicly held company, and President and a
director of National College Recruiting Association, Inc., both of which are
affiliated with us as described above. In 1979, she formed The Chartwell Group,
Inc., an investment banking and financial relations firm that served emerging
growth companies and is currently dormant. 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.

     ALICE M. GLUCKMAN has been our Corporate Secretary and a Director since
June, 1993, and was our Assistant Secretary prior to that time from September,
1991. Ms. Gluckman is also Corporate Secretary and a director of National
College Recruiting Association, Inc., a company affiliated with us as described
above. From April, 2002 to the present, Ms. Gluckman has been Executive
Assistant to the Executive Director of the Spondylitis Association of America, a
non-profit organization. Spondylitis is an arthritic disease of the spine. From
June 1997 to March, 2002, Ms. Gluckman was Assistant to the Executive Director
at Johns Hopkins University Institute for the Advancement of Youth (Programs for
Gifted Youth), Los Angeles, CA. From January 1997 to June 1997, she was
President and owner of A & J Enterprises, a privately held California
secretarial business. From 1987 to 1994, Ms. Gluckman was Executive Secretary
for us. She devotes only such time as necessary to our business, which is not
expected to exceed 5% of her business time.

     WILLIAM R. WILLARD has been our Director and consultant since April 1997.
Mr. Willard is actively involved with public offerings, private placements,
mergers and acquisitions and other corporate finance activities both
domestically and internationally at Bridgestream Partners, L.L.C. since May
1992, where he is Managing Partner and owns 100% of the membership interest.
Prior to that time, he formed Willard Capital Group Ltd. in 1988. Prior to

                                        9
<PAGE>

forming Willard Capital Group Ltd., Mr. Willard was First Vice President in
Corporate Finance for Bateman Eichler, Hill Richards, Inc. Mr. Willard has
diverse experience at several other investment banking firms, consulting firms
and an advertising firm. Mr. Willard received a Bachelor of Science degree in
Political Science and International Relations from the University of Wisconsin
in 1965 and an M.B.A. in Finance and International Business from the University
of Chicago, Graduate School of Business in 1971. He also attended the Sorbonne
(Paris, France) where he received his Court Practique certificate. He devotes
only such time as necessary to our business, which is not expected to exceed 5%
of his business time.

     RICK N. NEWTON has been a Director since December 2000. From November 1996
to March 1999, he was Director of Corporate Finance Services at American Express
Co., Denver, Colorado. From April 1990 to October 1996, he was CEO of Systems
Science Institute. Mr. Newton has more than 28 years of multi-industry
experience ranging from start-up to Fortune 500 companies. He graduated from the
University of Colorado with a Degree in Engineering. He also serves on the Board
of Directors of College Bound Student Alliance, Inc., a publicly held company
that is affiliated with us as described above. Mr. Newton devotes approximately
5% of his time to our business.

     Since September 1996, Dr. Jones' spouse, John J. Grace, has been one of our
senior advisors and major lenders. From September 2000 through February 2002,
Mr. Grace was Chief Financial Officer of CPI. In February 2002, he was appointed
Executive Vice President of CPI.

ITEM 9B. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act") requires executive officers and directors and persons who beneficially own
more than ten percent of our Common Stock ("Reporting Persons") to file initial
reports of ownership on Form 3 and reports of changes in ownership on Forms 4
and 5 with the Securities and Exchange Commission ("SEC"). Executive officers,
directors, and greater than ten percent beneficial owners are required by SEC
regulations to furnish us with copies of all Section 16(a) forms that they file.

     On December 7, 2000, Mr. Rick Newton was elected as a director and did not
timely file his Form 3, although he owned no stock at the time.

     On October 21, 2002, Messrs. Rick Newton and William Willard converted
$4,000 each in accrued compensation for their service on the Board to 200,000
shares of common stock each. They did not timely file the required Form 4.

     At the date of this Report, all of the above mentioned late filings have
been filed. We are not aware of any other failure to file a Section 16(a) form
with the SEC or any other transactions that were not reported on a timely basis
which were required to be so reported. We believe that our executive officers,
directors and ten percent beneficial owners complied with all other applicable
Section 16(a) filing requirements.

ITEM 10. EXECUTIVE COMPENSATION

     The following table reflects all forms of compensation for services to us
for the fiscal years ended July 31, 2003 and 2002 of our chief executive
officer. No member or our management receives aggregate annual compensation
exceeding $100,000.


                                       10
<PAGE>
<TABLE>
<CAPTION>

                                     SUMMARY COMPENSATION TABLE


                                                             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   ($)      ($)      ($)         ($)          (#)        ($)      ($) (1)
------------------    ----  ------   -----   ------       ------        ----     -------    ------
<S>                   <C>    <C>     <C>    <C>            <C>          <C>       <C>      <C>

Dr. Janice A. Jones   2003   $  -    $  -   $ 60,000 (2)   $  -          -        $  -     $ 32,800
CEO, Chairperson of   2002   $  -    $  -   $ 60,000 (3)   $  -          -        $  -     $ 34,400
Board
</TABLE>

(1) Consists of personal use of trade credits from barter exchanges and auto
allowance totaling approximately $12,400 and $14,000 in 2003 and 2002,
respectively and payments of $20,400 by us on a life insurance policy for the
benefit of a family trust in each fiscal year.

(2) Includes $17,302 in deferred compensation due November 1, 2007.

(3) Includes $60,000 in deferred compensation, due November 1, 2004. See
"Subsequent Event," below.

     Effective February 1, 2001 Dr. Janice Jones entered into an employment
agreement with us, replacing all prior agreements, which provides for an annual
salary of $60,000, which is deferred until November 1, 2007 or paid earlier if
sufficient funds are available. As of July 31, 2003, Dr. Jones had $17,302 of
deferred salary due her. None of our executive officers receives an annual
salary and bonus in excess of $100,000.

     Three directors received $7,000 as compensation (paid by issuance of common
stock of the Company) for their services as directors during the fiscal year
2003, $4,000 relating to their service for 2002 and $3,000 relating to their
service for 2003. In addition, $1,000 was accrued for each of three directors
for their service for 2003.

     In October 2002, our CEO, Senior Advisor and Board members agreed and
elected to convert debt and compensation which had been accrued into an
aggregate of 1,060,000 shares of our common stock, at a conversion price of
$0.20 per share, which was 200% of the then market price of our common stock, as
traded on the OTC Bulletin Board.

     On March 3, 2003 the Board of Directors approved the conversion of $603,835
of obligations due our CEO (including entities of which our CEO is a 100% owner
or trustee) and our Senior Advisor for 5,489,409 shares of post reverse split
shares of common stock. These shares were issued at $0.11 per share, a premium
to the then trading price of $.08 per share.

     On March 3, 2003, members of our Board of Directors, other than the
Chairman and CEO, received an aggregate of 54,545 shares in lieu of $6,000 in
Board of Director fees earned. These shares were issued at $0.11 per share, a
premium to the then trading price of $.08 per share.

     On April 14, 2003, the Board of Directors approved the conversion of
$616,000 of obligations due its CEO (including entities of which the CEO is a
100% owner or trustee) and its Senior Advisor for 8,800,000 shares of common
stock. Such converted obligations included a $500,000 note convertible into
1,000,000 shares of the Company's investment in CPI common stock. These shares
were issued at the then trading price of $0.07 per share.

     On April 14, 2003, members of our Board of Directors, other than the
Chairman and CEO, received an aggregate of 42,857 shares in lieu of $3,000 in
Board of Director fees earned. These shares were issued at the then trading
price of $0.07 per share.

     The Board of Directors held four meetings during our fiscal year ended July
31, 2003 at which all four directors were present and there was one unanimous
action without a meeting. Also, the audit and compensation committees met once
during our fiscal year.

                                       11
<PAGE>

Stock Options and Warrants

     We have no formal stock option plan which has been adopted as of the date
of this Report. However, we may adopt such a plan in the future.

     There were no stock options granted or exercised in the fiscal year ended
July 31, 2002. As of the date of this Report, there were 2,409,679 unexercised
securities underlying options expiring in 2004 and 2007. All of these options
are exercisable at exercise prices exceeding the current market value of our
common stock. Options totaling 2,316,579 are beneficially owned by related
parties.


ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth, as of the date of this Report, 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 shareholders listed
possess sole voting and investment power with respect to the shares shown.

      Name and Address of               Number of Shares of Common    Percent of
       Beneficial Owner                  Stock Beneficially Owned      Ownership
       ----------------                  ------------------------      ---------

Janice A. Jones, Ph.D.  (1) (2)               20,789,163 (3)             87.2%
333 South Allison Parkway, Suite 100
Lakewood, CO  80226

John J. Grace  (2)                            20,789,163 (4)             87.2%
333 South Allison Parkway, Suite 100
Lakewood, CO  80226

William R. Willard  (1)                           58,468                   *
1370 Emerald Street
San Diego, CA  92109

Alice M. Gluckman  (1)                            52,468                   *
5730 Saloma Ave.
Van Nuys, CA  91411

Rick N. Newton  (1)                               52,468                   *
333 South Allison Parkway, Suite 100
Lakewood, CO  80226

All executive officers and                    20,913,067 (3)(4)          87.6%
directors as a group  (2)
(4 persons)


                                       12
<PAGE>

(*)  Less than one percent.

(1)  Executive officer or director.

(2)  Dr. Jones and Mr. Grace are wife and husband. Each disclaims beneficial
     ownership of shares owed individually by the other. They have no joint
     ownership of any shares.

(3)  Includes 12,558,136 shares owned by the following entities that are 100%
     owned and controlled by Dr. Jones: Family Jewels II Limited Partnership,
     Jones Family Limited Partnership II, The Chartwell Group, Inc., East West
     Trust, Bellaire Group, LLC and J. View II Limited Partnership. Includes
     741,679 shares that may be acquired through the exercise of options by two
     of these entities. Also includes 1,183,000 shares that may be acquired
     through the exercise of options or the conversion of Series A Preferred
     Stock or Series B Preferred Stock. Includes 3,022,725 shares owned directly
     and 500,000 shares available from the exercise of options by Mr. John J.
     Grace, Dr. Jones' husband. Also includes 800,100 shares in her children's
     trusts listed above in the table. Dr. Jones owns 1,983,523 shares directly.

(4)  Includes 500,000 shares that may be acquired through the exercise of
     options. Includes 1,983,523 shares owned directly by Dr. Janice A. Jones,
     Mr. Graces' wife. Also includes 12,558,136 shares owned by entities that
     are 100% owned and controlled by Dr. Jones and 1,924,679 shares that may be
     acquired by Dr. Jones or one of the related entities through the exercise
     of options or the conversion of Series A Preferred Stock or Series B
     Preferred Stock. Also includes 800,100 shares in Dr. Jones' children's
     trusts listed above in the table. Mr. Grace owns 3,022,725 shares directly.

Preferred Stock

     We have 25,000,000 authorized preferred shares issuable in one or more
series. From these authorized shares, we have established the following
preferred stock:

     Preferred Series A Stock - We have provided for the issuance of 2,000,000
shares, par value $0.001 share, convertible Preferred Series A Stock ("Series
A"), of which 600,000 shares were outstanding as of July 31, 2003. Series A
shares are convertible into shares of our common stock at the rate of 10
preferred shares for one common share at any time after the date of issuance. No
call provision exists with respect to the Series A shares. The Series A stock is
not subject to any operation of a retirement or sinking fund. The Series A stock
has preferential dividend and liquidation rights to the common stock, equal
dividend and liquidation rights to the Preferred Series C Stock and liquidation
rights that are subordinate to the Preferred Series B Stock.

     Preferred Series B Stock - We have provided for the issuance of 150,000
shares of stated value $10 per share convertible Preferred Series B Stock
("Series B"), of which 30,000 shares were outstanding as of July 31, 2003. Each
Series B share is convertible into two shares of the our common stock. Series B
shares are callable at 110% of par value with 15 days prior notice to give the
holders an opportunity to convert. The Series B stock is not subject to any
operation of a retirement or sinking fund. The Series B stock has a dividend
rate of 2% in year two, increasing gradually to 6% in year six, and each year
thereafter, and preferential liquidation rights to the common stock, Preferred
Series A Stock and Preferred Series C Stock.

     Preferred Series C Stock - We have provided for the issuance of 300,000
shares stated value $10 per share convertible Preferred Series C Stock ("Series
C"), of which 50,612 shares were outstanding as of July 31, 2003. Each Series C
share is convertible into one share of our common stock at any time commencing
18 months after the date of issuance. All conversion features on outstanding
Preferred Series C stock have expired. No call provision exists with respect to
the Series C shares. The Series C stock is not subject to any operation of a
retirement or sinking fund. The Series C stock has preferential dividend rights
to the common stock, equal dividend rights to the Preferred Series A Stock, and
preferential liquidation rights to the common stock, equal liquidation rights to
the Preferred Series A Stock and subordinate liquidation rights to the Preferred
Series B Stock.

                                       13
<PAGE>

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     As of July 31, 2003, we had $456,891 due to related parties. These notes
payable and long term debt are evidenced by promissory notes, and are primarily
collateralized by our shares in CPI and our investments. See the Notes to the
Consolidated Financial Statements.

     On October 21, 2002, we issued 20,000 shares (post reverse split) to each
of three directors in payment of their deferred director fees of $4,000 each for
their service to us as directors for the fiscal year ended July 31, 2002. In
addition, we issued 500,000 shares (post reverse split) of common stock to our
CEO and 500,000 (post reverse split) shares of common shares to a Senior Advisor
in exchange for the forgiveness of debt to each individual of $100,000.

     On October 21, 2002, we agreed to cancel existing options to purchase
shares of common stock to our CEO (including entities of which the CEO is 100%
owner) and a senior advisor totaling 2,316,579 options and reissue these options
with new 5 year options with a strike price at 100% over market, or $.20 per
share. These options carry a "cashless" option feature. These individuals have
agreed to continue to forego payments under their employment contracts and
extend the due dates of all their promissory notes until November 1, 2007 and
lower the interest rates on such notes from 10% to 8%. We recorded expense of
$63,131 in connection with the re-issuance of these options.

     On March 3, 2003 the Board of Directors approved the conversion of $603,835
of obligations due our CEO (including entities of which our CEO is a 100% owner
or trustee) and our Senior Advisor for 5,489,409 shares of post reverse split
shares of common stock. These shares were issued at $0.11 per share, a premium
to the then trading price of $.08 per share.

     On March 3, 2003, members of our Board of Directors, other than the
Chairperson and CEO, received an aggregate of 54,545 shares in lieu of $6,000 in
Board of Director fees earned. These shares were issued at $0.11 per share, a
premium to the then trading price of $.08 per share.

     On April 14, 2003, the Board of Directors approved the conversion of
$616,000 of obligations due our CEO (including entities of which our CEO is a
100% owner or trustee) and a Senior Advisor for 8,800,000 shares of common
stock. Such converted obligations included a $500,000 note convertible into
1,000,000 shares of our investment in CPI common stock. These shares were issued
at the then trading price of $0.07 per share.

     On April 14, 2003, members of our Board of Directors, other than the
Chairperson and CEO, received an aggregate of 42,857 shares in lieu of $3,000 in
Board of Director fees earned. These shares were issued at the then trading
price of $0.07 per share.

                                     PART IV

ITEM 13: EXHIBITS, LISTS AND REPORTS ON FORM 8-K

(a) Exhibits and Index of Exhibits.

     The following is a list of all exhibits filed as part of this Form 10-KSB
or, as noted, incorporated herein by reference from the Issuer's Registration
Statement on Form 10-SB (File No. 0-27395):



EXHIBIT NO.                  IDENTIFICATION OF EXHIBIT
-----------                  -------------------------

  3(1)   *     Articles of Incorporation and amendments thereto.

  3(2)   *     By-laws

  10(1)        Janice A. Jones Employment Agreement

  10(3)  *     2/1/98 Management Service Agreement between Chartwell
               International, Inc. and SportsStar Marketing, Inc.  (terminated
               February, 2000)

                                       14
<PAGE>

EXHIBIT NO.                  IDENTIFICATION OF EXHIBIT
-----------                  -------------------------

  10(8)  *     6/1/98 Promissory Note for $78,400 held by Janice Jones

  10(9)  *     7/31/99 Promissory Note for $133,554 held by Janice Jones

  10(10) *     6/1/98 Promissory Note for $612,536 held by Janice Jones

  10(11) **    10/27/99 Promissory Note for $380,000 held by John J. Grace's IRA
               Rollover Account

  10(12) **    10/27/99 Promissory Note for $150,000 held by John J. Grace

  10(13) *     Option for 4,354,110 shares held by Family Jewels II Limited
               Partnership

  10(14) *     Option for 3,062,680 shares held by The Chartwell Group, Inc

  10(15) *     Option for 3,500,000 shares held by Dr. Janice A. Jones

  10(17) *     Option for 6,000,000 shares held by Dr. Janice A. Jones

  10(18) **    Option for 1,249,000 shares held by Dr. Janice A. Jones

  10(19) *     Option for 1,500,000 shares held by John J. Grace

  10(20) *     Option for 1,500,000 shares held by John J. Grace

  10(21) *     Option for 2,000,000 shares held by John J. Grace

  10(23) *     6/1/98 Option for 200,000 shares of CPI stock held by John J.
               Grace

  10(24) *     10/31/97 Option for 1,000,000 shares of CPI stock held by Dr.
               Janice A. Jones

  10(25) *     6/1/98 Option for 400,000 shares of CPI stock held by Dr. Janice
               A. Jones

  10(26) *     6/7/99 Option for 200,000 shares of CPI stock held by Dr. Janice
               A. Jones

  10(28) **    Option for 431,000 shares held by a third party

  10(29) **    10/11/99 Services Agreement with a third party

  10(30) **    09/20/00 Letter Updating Services Agreement with a third party

  10(32) **    Board Resolution concerning extension of stock options

  10(33) **    09/20/00 Letter updating Services Agreement with a third party

  10(35) **    Board Resolution concerning extension of stock options

  31           Certification pursuant to 18 USC, Section 1350, as adopted
               pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

  32           Certification pursuant to 18 USC, Section 1350, as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*    Incorporated herein by reference from the Issuer's Registration Statement
     on Form 10-SB (File No. 0-27395).

**   Incorporated herein by reference from the Issuer's Annual Report on Form
     10-KSB for the fiscal year ended July 31, 2000

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<PAGE>

***  Incorporated herein by reference from the Issuer's Annual Report on Form
     10-KSB for year ended July 31, 2001

(b) Reports on Form 8-K.

     We did not file any reports on Form 8-K during the last quarter of the
period covered by this report.

ITEM 14. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
------------------------------------------------

     Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act of 1934 is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms of the Securities and Exchange
Commission. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in the reports filed under the Securities Exchange Act of 1934 is
accumulated and communicated to management, including our Chief Executive
Officer, as appropriate, to allow timely decisions regarding required
disclosure.

     Within the 90 days prior to the filing date of this report, we carried out
an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-14. This evaluation
was done under the supervision and with the participation of our Principal
Executive Officer. Based on that evaluation, he concluded that our disclosure
controls and procedures are effective in gathering, analyzing and disclosing
information needed to satisfy our disclosure obligations under the Exchange Act.

Changes in Internal Control
---------------------------

     There were no significant changes in our internal controls or in other
factors that could significantly affect those controls since the most recent
evaluation of such controls.











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<PAGE>


                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company caused this Report on Form 10-KSB/A-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, on December 2, 2003.

                                      CHARTWELL INTERNATIONAL, INC.
                                      (Registrant)


                                      By: /s/ Janice A. Jones
                                      ------------------------------------------
                                      Janice A. Jones, Chief  Executive Officer,
                                      Treasurer


     In accordance with the Exchange Act, this Report on Form 10-KSB/A-1 has
been signed below by the following persons on behalf of the Registrant and in
the capacities indicated on December 2, 2003.


                                      /s/ Janice A. Jones
                                      ------------------------------------------
                                      Janice A. Jones, Director


                                      /s/ Alice M. Gluckman
                                      ------------------------------------------
                                      Alice M. Gluckman, Director


                                      /s/ William R. Willard
                                      ------------------------------------------
                                      William R. Willard, Director


                                      /s/ Rick N. Newton
                                      ------------------------------------------
                                      Rick N. Newton, Director




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