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


                                  FORM 10-KSB/A

                                  AMENDMENT #2



     (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, 2004

                          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: $251,425

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 18, 2004: $99,025.

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 18, 2004 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

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                                         CHARTWELL INTERNATIONAL, INC.

                                               FORM 10-KSB/A-1

                                                JULY 31, 2004

                                                    INDEX


                                                                                                           PAGE
Part I
<S>           <C>                                                                                           <C>
   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 7A    Quantitative and Qualitative Disclosures About Market Risk .....................................9
   Item 8     Changes In and Disagreements With Accountants on  Accounting and Financial Disclosures..........9
   Item 8A    Controls and Procedures.........................................................................9
   Item 8B    Other Information...............................................................................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.........................................................................11
   Item 11    Security Ownership of Certain Beneficial Owners and Management.................................12
   Item 12    Certain Relationships and Related Transactions.................................................14
   Item 13    Exhibits, Lists and Reports on Form 8-K........................................................14
   Item 14    Principal Accountant Fees and Services.........................................................15








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                                     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 24%) 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 2004, we received average
monthly lease payments of $19,583 based on CPI's estimated annual revenues of
$18,500,000. We also received revenue of $16,425 related to the CPI's final 2003
revenue reported. For fiscal 2005, NCRA will continue to receive estimated
monthly lease payments of $19,583 beginning August 2004, 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, 2004 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 $1,220,000 in
encumbrances, including, in order of preference, (i) a $620,000 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 March
1, 2004, and secured by a first deed of trust, with 13% interest only payments
of approximately $6,700 per month due until March 1, 2005, at which time all
remaining accrued interest and principal become due and payable. The note is
renewable, at the option of the Company, on four successive occasions by
providing 30 days advance written notice and paying a fee of 2% (currently
$12,400) of the then outstanding note balance; and, (ii) a $600,000 lien

                                       1
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relating to notes and interest accruing at the rate of 8% 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
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, at the time of such
studies, valued our mineral properties in excess of their carrying value.
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.

     The Company believed that these mineral properties were properly recorded
at a carrying value of $2,014,800 at July 31, 2004 and in prior fiscal years and
were below independent valuations the Company received for this asset. In
addition, the Company had made efforts to partner with third parties to develop
and/or sell these mineral reserves, although such efforts were unsuccessful.
During the period of November 2002 through January 2003, the Company had a
series of discussions with the Staff of Division of Corporation Finance of the
Securities and Exchange Commission as to the accounting for these mineral
properties. The Staff concluded that the mineral properties should be written
off in accordance with SFAS 121, which was later amended by SFAS 144. The
Company then appealed to the Chief Accountant of the Division of Corporation
Finance regarding its accounting position on the mineral properties. The
Company's appeal was denied and the Company's communications with the SEC's
Staff ceased in January 2003. In March 2005, the Company received correspondence
from the SEC commenting on, among other things, why the Company did not
write-off the mineral properties in accordance with the Staff's prior
conclusion. The Company was under the mistaken belief that the Company's
position was still under consideration by the Staff and that if the Company
prepared a plan, or demonstrated it was taking action to develop or dispose of
this property, such actions would be sufficient to address the SEC's concern.
The Company implemented a plan to partner with third parties to develop and/or
dispose of the mineral reserves. However, these efforts have been unsuccessful
to date, and in light of the Staff's position, the Company's mineral properties
have been written off in accordance with SFAS 121, which was later amended by
SFAS 144.

     The Company intends to continue to pursue a partnership with a third party
to begin to develop these reserves, or sell these rights and claims. 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 one full time management employee.
We also retain various consultants on a contract basis as needed for
administrative, accounting and advisory support. Our operations are non-union.
There has been no history of labor strikes or unrest at any of our facilities.

                                       2
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We believe that our relations with our current and former 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.

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, 2004, 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
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         FISCAL QUARTER ENDED                    HIGH           LOW
         --------------------                    ----           ---

         October 31, 2003                       $0.08          $0.04
         January 31, 2004                         .09            .03
         April 30, 2004                           .09            .04
         July 31, 2004                            .11            .05

         October 31, 2002                         .20            .05
         January 31, 2003                         .33            .02
         April 30, 2003                           .25            .07
         July 31, 2003                            .21            .03

     As of October 18, 2004, the closing price of our common stock was $0.03.

Holders

     As of July 31, 2004, there were approximately 500 record owners of our
common stock, not including those persons who hold their shares in "street
name".

     As of July 31, 2004, there were two record owners of our Preferred Series A
stock, two record owners of our Preferred Series B stock and ten holders 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.

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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, 2004 and 2003.

Comparison of Results of Operations for the Years Ended July 31, 2004 and 2003

     Our revenues increased to $251,425 for the year ended July 31, 2004, from
$210,000 in 2003, an increase of $41,425 or 19.7%. 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 $18,000,000 and reported revenues of
$17,642,480 for fiscal 2004 and fiscal 2003, respectively.

     For the year ended July 31, 2002, our operating expenses decreased to
$448,019 compared to $495,174 for the similar period in 2003, a decrease of
$47,155 or 9.5%. This was due primarily to a decrease in general and
administrative expenses. Our general and administrative expenses were $324,163
for the year ended July 31, 2004, compared to $371,318 for the similar period in
2003, a decrease of $47,155 or 12.7%. This decrease is primarily due to 1)
expense of $63,131 recorded in 2003 compared to expense of $19,026 in 2004, in
connection with modifications to certain stock options; 2) a decrease in expense
related to our president and senior advisor foregoing compensation during fiscal
2004; and 3) reduced legal and other professional fees. These reductions were
partially offset by CPI stock received in payment of certain obligations due
from CPI, which resulted in a write down of the stock to $0 under the equity
method.

     Net interest expense decreased from $185,187 in the year 2003, to $91,800
for the year ended July 31, 2004, a decrease of $93,387 or 50.4% due to a
decrease in total debt outstanding during fiscal 2004 resulting from the
conversion of a substantial amount of liabilities to related parties into common
stock in fiscal 2003.

     Due to efforts to develop or sell the mineral properties being
unsuccessful, the Company determined an impairment existed at July 31, 2004
resulting in the write down of this asset from $2,014,800 to $0. The Company
intends to continue to pursue a partnership with a third party to begin to
develop these reserves, or sell these rights and claims. If successful, the
Company will record a gain on any amounts received less associated costs.
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.

     As a result of the items discussed above, we generated a net loss of
($2,303,194) for year ended July 31, 2004 ($0.11 per share), compared to a net
loss of ($470,361) for the prior year ($0.04 per share).


Liquidity and Capital Resources

     At July 31, 2004, we had $4,178 in cash and cash equivalents, a decrease of
$3,287 from July 31, 2003. At July 31, 2004, our working capital ratio was 0.03
to 1 based on current assets of $4,990 and current liabilities of $188,224.

     In our Statement of Cash Flows, net cash provided by operations was $17,039
in 2004 compared to cash (used) in operations of ($18,902) in 2003. In fiscal
2004, we used $54,326 in investing activities related to the San Vicente
property. In fiscal 2004 and 2003, we had net cash flows from financing
activities totaling $34,000 and $22,278, respectively, all of which were
borrowings from related parties. 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 could 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,
($1,269,981) is dependent on royalty payments received from CPI in which we have
an approximate 24% ownership interest as of July 31, 2004, and the underlying

                                       5
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value of the common stock investment in CPI (market value of approximately
$1,345,350 at July 31, 2004). 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.

     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
and fully paid the deferred royalties at July 31, 2004.

     As of the date of this report, CPI has not filed its Form 10-KSB for the
fiscal year ended July 31, 2004. For the nine months ended April 30, 2004, CPI
reported losses of $878,203. CPI stated that the reported losses were primarily
due to increased sales and marketing costs associated with the expansion of its
regions to offer its products to an expanded audience as well as a decrease in
its direct mail response rate due to economic factors. CPI expects revenue to
decrease in the fourth quarter of fiscal 2004 relative to the quarter ended
April 30, 2004. It historically realizes less activity in the fourth fiscal
quarter as a result of seasonality factors specific to its marketing programs
and customer base. CPI began implementation of several initiatives during fiscal
year 2003 which it is continuing to work on. CPI stated that when successful,
these actions will increase its marketing effectiveness, reduce sales and
marketing costs, and improve efficiencies within its direct marketing campaigns,
significantly improving operating results in subsequent quarters.

     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) possible 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, 2004, 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, 2004, 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 $55,696 to the same related party with
interest rates of 8% per annum, compounded monthly, principal and accrued
interest due November 1, 2007. Interest accrued at July 31, 2004 on these notes
totaled $44,862. In addition, we owed the same related party deferred
compensation of $6,000 and accrued expenses totaling $319, all due November 1,
2007.

     (2) a note payable to a related party totaling $582, accrued interest
totaling $348, deferred compensation of $17,302 and accrued expenses of $3,356,
all due November 1, 2007.

     (3) a note payable to a third party totaling $620,000 with an interest rate
of 13% per annum, interest payable monthly and principal due March 1, 2005. The
note is renewable, at the option of the Company, on four consecutive occasions
by providing 30 days advance written notice and paying a fee of 2% (currently
$12,400) of the then outstanding note balance .

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


Critical Accounting Policies and Estimates

     We have identified critical accounting policies that, as a result of
judgements, 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

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     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,
2004 and for the years ended July 31, 2004 and 2003. During the year ended July
31, 2004, 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 exceed $235,000 for
fiscal 2005. In addition, we expect to continue to offer our land for sale and
will continue 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.






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ITEM 7. FINANCIAL STATEMENTS

                          CHARTWELL INTERNATIONAL, INC.
                                 FORM 10-KSB/A-1
                                  July 31, 2004


                                      INDEX
                                                                            Page


PART I. FINANCIAL INFORMATION

  ITEM 1. FINANCIAL STATEMENTS

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

Consolidated Balance Sheets at July 31, 2004 and 2003........................F-2

Consolidated Statements of Operations for the Fiscal Years
      Ended July 31, 2004 and 2003...........................................F-3

Consolidated Statements of Stockholders' Equity for the
      Fiscal Years Ended July 31, 2004 and 2003..............................F-4

Consolidated Statements of Cash Flows for the Fiscal Years
      Ended July 31, 2004 and 2003...........................................F-5

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







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


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
Chartwell International, Inc.
Lakewood, Colorado

I have audited the accompanying consolidated balance sheets of Chartwell
International, Inc. as of July 31, 2003 and 2004 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Chartwell
International, Inc. as of July 31, 2003 and 2004 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.

As discussed in Note 10 to the financial statements, the Company's July 31, 2004
mineral properties previously reported as $2,014,800 have been written down to
$0. The Company wrote down the mineral properties subsequent to the issuance of
the financial statements. The financial statements have been restated to reflect
this change.


Aurora, Colorado
October 12, 2004, except for Note 10, as to       /s/Ronald R. Chadwick, P.C.
which the date is April 11, 2005                  ---------------------------
                                                  RONALD R. CHADWICK, P.C.




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

                               CHARTWELL INTERNATIONAL, INC.
                                CONSOLIDATED BALANCE SHEETS

ASSETS:                                                      July 31, 2004    July 31, 2003
                                                             -------------    -------------
Current Assets:
<S>                                                           <C>             <C>
    Cash                                                      $      4,178    $      7,465
    Trade credits and related receivable                               812          66,097
    Receivables from related parties                                  --            61,774
                                                              ------------    ------------
                Total current assets:                                4,990         135,336

Investment in real estate                                        1,269,981       1,195,655
Mineral properties                                                    --         2,014,800
Recruiting systems, publishing and franchise rights, net           956,786       1,080,642
Receivables from related parties                                    14,489          30,552
Other assets, net                                                    8,000           3,516
                                                              ------------    ------------
TOTAL ASSETS                                                  $  2,254,246    $  4,460,501
                                                              ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
    Bank loan payable                                         $     10,000    $     10,000
    Note payable                                                      --           600,000
    Accounts payable and accrued expenses                          178,224         192,086
                                                              ------------    ------------
                Total current liabilities:                         188,224         802,086

Long-term Debt:
    Due to related parties                                         528,666         456,891
    Note payable                                                   620,000            --
                                                              ------------    ------------
                Total liabilities                                1,336,890       1,258,977

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 shares issued
      and outstanding,                                              21,487          21,487
    Additional paid-in capital                                  12,256,661      12,237,635
    Treasury stock at cost (6,885 shares)                           (6,885)         (6,885)
    Accumulated deficit                                        (12,160,627)     (9,857,433)
                                                              ------------    ------------
                Total stockholders' equity                         917,356       3,201,524
                                                              ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $  2,254,246    $  4,460,501
                                                              ============    ============


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

                                           F-2
<PAGE>

                          CHARTWELL INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                  July 31, 2004    July 31, 2003
                                                  -------------    -------------
REVENUE:
   License fee revenue                             $    251,425    $    210,000

OPERATING EXPENSES:
   General and administrative                           324,163         371,318
   Depreciation and amortization                        123,856         123,856
                                                   ------------    ------------
               Total operating expenses                 448,019         495,174

Operating Loss                                         (196,594)       (285,174)

Other income (expense)
   Interest income (expense), net                       (91,800)       (185,187)
   Impairment of assets                              (2,014,800)           --
                                                   ------------    ------------
               Total other income (expense)          (2,106,600)       (185,187)

                                                   ------------    ------------
Net (loss)                                         $ (2,303,194)   $   (470,361)
                                                   ============    ============


(Loss) per common share (basic and diluted)        $      (0.11)   $      (0.04)
                                                   ============    ============

Average common shares outstanding                    21,486,720      11,719,503
                                                   ============    ============



               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, 2004 and 2003

                            Series A        Series B        Series C
                            Preferred       Preferred       Preferred        Common
                              Stock           Stock           Stock           Stock
                          -------------   -------------   -------------   -------------

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

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

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

Modification of stock
options
       Shares                      --              --              --              --
       Amount             $        --     $        --     $        --     $        --

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

Modification of stock
options
       Shares                      --              --              --              --
       Amount             $        --     $        --     $        --     $        --

Net (loss), fiscal 2004
       Shares                      --              --              --              --
       Amount             $        --     $        --     $        --     $        --

Balances, July 31, 2004
                          -------------   -------------   -------------   -------------
       Shares                   600,000          30,000          50,612      21,486,720
       Amount             $         600   $     300,000   $     506,120   $      21,487
                          =============   =============   =============   =============

Table continues on following page.

                                         F-4
<PAGE>

                              CHARTWELL INTERNATIONAL, INC.
                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 JULY 31, 2004 and 2003
                                      (Continued)

                            Additional                                         Total
                             Paid-in        Treasury        Accumulated     Stockholders'
                             Capital          Stock           Deficit          Equity
                          -------------   -------------    -------------    -------------

Balances, July 31, 2002
       Shares                      --            (6,885)            --          6,757,645
       Amount             $  10,749,072   $      (6,885)   $  (9,387,072)   $   2,167,919
                          =============   =============    =============    =============

Common stock issued in
exchange for services
    and debt
       Shares                      --              --               --          1,060,000
       Amount             $     210,940   $        --      $        --      $     212,000

Common stock issued in
exchange for services
     and debt
       Shares                      --              --               --         14,386,813
       Amount             $   1,214,448   $        --      $        --      $   1,228,835

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

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

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

Balances, July 31, 2003
                          -------------   -------------    -------------    -------------
       Shares                      --            (6,885)            --         22,160,447
       Amount             $  12,237,635   $      (6,885)   $  (9,857,433)   $   3,201,524
                          =============   =============    =============    =============

Modification of stock
options
       Shares                      --              --               --               --
       Amount             $      19,026   $        --      $        --      $      19,026

Net (loss), fiscal 2004
       Shares                      --              --               --               --
       Amount             $        --     $        --      $  (2,303,194)   $  (2,303,194)

Balances, July 31, 2004
                          -------------   -------------    -------------    -------------
       Shares                      --            (6,885)            --         22,160,447
       Amount             $  12,256,661   $      (6,885)   $ (12,160,627)   $     917,356
                          =============   =============    =============    =============



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

                                       F-4
<PAGE>

                            CHARTWELL INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                           July 31, 2004   July 31, 2003
                                                           -------------   -------------
Cash Flows from Operating Activities
    Net income (loss)                                       $(2,303,194)   $  (470,361)
    Adjustments:
       Depreciation and amortization                            123,856        123,856
       Services and other expenses paid for with stock             --           77,698
       Modification of stock options                             19,026         63,131
       CPI stock received for accrued royalties                 100,875           --
       CPI stock received for trade credits                      62,738           --
       Impairment of assets                                   2,014,800           --
    Changes in operating assets and liabilities:
       Trade credits                                              2,547        (11,299)
       Due from related parties                                 (23,038)       (25,739)
       Prepaids and other assets                                 (4,484)        (6,036)
       Accounts payable and accrued expenses                    (13,862)        (2,683)
       Other long term liabilities - related parties                995        147,291
       Related party accrued interest                            36,780         85,240
                                                            -----------    -----------
                Net cash provided by  (used in) operating
                activities                                       17,039        (18,902)

Cash Flows from Investing Activities
    Investment in real estate                                   (54,326)          --
                                                            -----------    -----------
                Net cash used in investing activities           (54,326)          --

Cash Flows from Financing Activities
    Proceeds from borrowings from related parties                37,000         22,278
    Payments on borrowings from related parties                  (3,000)          --
                                                            -----------    -----------
                Net cash provided by financing activities        34,000         22,278


Net increase (decrease) in cash                                  (3,287)         3,376

Cash at beginning of period                                       7,465          4,089

                                                            -----------    -----------
Cash at end of period                                       $     4,178    $     7,465
                                                            ===========    ===========

Supplemental Cash Flow information
    Cash paid for interest                                  $    74,151    $    72,000
                                                            ===========    ===========

Non-cash Investing and Financing Activities:

In fiscal 2004, the Company received 480,357 shares of CPI common stock in
payment of certain liabilities totaling $100,875. The stock was written down to
$0 under the equity method.

In fiscal 2004, the Company received 298,751 shares of CPI common stock in
payment of certain trade credits totaling $62,738. The stock was written down to
$0 under the equity method.

In fiscal 2004, the Mineral Properties were determined to be impaired and were
written down to $0.

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, 2004 AND 2003

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 are 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, 2004, Chartwell had an approximate 24% 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.

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.

INCOME TAX

     The Company has a net operating loss carry forward at July 31, 2004 of
approximately $7,200,000, which will begin to expire in the year 2005 if not
used. The resulting deferred tax asset of approximately $2,800,000 has been
offset by a 100% valuation allowance. The valuation allowance for the years
ended 2004 and 2003 increased by approximately $112,000 and $183,000,
respectively.

IMPAIRMENT TESTING FOR LONG-LIVED ASSETS

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

                                       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.

NOTE 2. LICENSE FEE REVENUES

     NCRA licensed its technologies to CPI whereby 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.

     This arrangement 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. The Company considered various factors in determining whether this
investment should be tested for impairment. Based upon an independent appraisal,
the opinion of the Company's real estate broker and values of similar properties
in the area, the Company determined that no factors were present indicating the
property has been impaired. Therefore, no testing for impairment of this asset
was performed.






                                      F-7
<PAGE>

NOTE 4. NOTES PAYABLE AND LONG TERM DEBT

     Due to related parties consisted of the following:


                                                                  July 31,
                                                           ---------------------
                                                             2004         2003
                                                           --------     --------

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

Notes payable to a key advisor, due November 1,
  2007 with interest at 8%, primarily
  collateralized by the Company's shares in CPI
  and its investments                                       451,821      418,821
                                                           --------     --------
                                                            452,403      422,403

Accrued interest on above notes, not required to
  be paid during the fiscal year ending July 31,
  2005                                                       45,211        8,431

Other                                                        31,052       26,057
                                                           --------     --------

                                                           $528,666     $456,891
                                                           ========     ========


     In fiscal 2004, the Company received 480,357 shares of CPI common stock in
payment of certain related party liabilities totaling $100,875.

     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.

     Other notes payable are as follows:

     Note payable of $620,000 to a bank and an individual, monthly payments of
interest only at 13% with the principal due on March 1, 2005, collateralized by
a first deed of trust on San Vincente Estates. The note is renewable, at the
option of the Company, on four consecutive occasions by providing 30 days
advance written notice and paying a fee of 2% (currently $12,400) of the then
outstanding note balance.

     Minimum scheduled principal payments on long-term debt to maturity as of
July 31, 2004 are as follows:

                                             Related
                                             Parties          Others
                                             --------        --------
          Fiscal year ending July 31,
                   2005                      $   --          $   --
                   2006                          --              --
                   2007                          --              --
                   2008                       483,455            --
                   2009                          --           620,000
                                             --------        --------
                  Total                      $483,455        $620,000
                                             ========        ========


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 year ending July 31, 2005.

                                       F-8
<PAGE>

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, 2004.
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, 2004.
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, 2004. 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.

SUBSEQUENT EVENT

     In October 2004, the company entered into an agreement to reacquire 25,000
shares of its Preferred Series B Stock.

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, 2004.

     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                $0.02               June 30, 2009
              ---------
              2,316,579
              =========

     All of the above options and warrants are held by related parties.

                                      F-9
<PAGE>

     In July 2004 the term and exercise price of the 2,316,579 options noted
above were modified by the Company. The exercise price was reduced from $.20 to
$0.02, and the term increased from November 1, 2007 to June 30, 2009. The
Company recorded an expense in connection with this modification of $19,026.

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, 2004 and 2003:

<TABLE>
<CAPTION>

                                   July 31, 2004                                July 31, 2003
                      ----------------------------------------   ----------------------------------------
                                    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   $(1,014,316)   $   956,786   $ 1,971,102   $  (890,460)   $ 1,080,642
                      ===========   ===========    ===========   ===========   ===========    ===========


     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 on recruiting
systems and publishing rights is provided on a straight-line basis through 2012.

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

                        2005       2006       2007       2008       2009      Total
                      ---------------------------------------------------------------
Recruiting Systems,
 Publishing and
 Franchise Rights     $122,975   $119,116   $119,116   $119,116   $119,116   $599,439

                      ---------------------------------------------------------------
 Total                $122,975   $119,116   $119,116   $119,116   $119,116   $599,439
                      ===============================================================
</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 2004, 2003, 2002, 2001, 2000 and 1999.

                                      F-10
<PAGE>

     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, 2004. Summarized information on
assets, liabilities, and results of operations for CPI are as follows:

                                                     9 months       12 months
                                                      Ended           Ended
                                                     April 30        July 31,
                                                  ----------------------------
                                                       2004            2003
                                                   (Unaudited)
                                                  ------------    ------------
 ASSETS
    Current assets                                $  3,651,287    $  5,113,785
    Long-term assets, principally recruiting
    systems and technology and goodwill, net         2,211,339       2,737,451
                                                  ------------    ------------
      Total assets                                $  5,862,626    $  7,851,236
                                                  ============    ============
 LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities                           $  8,188,957    $  9,170,195
    Long-term debt                                   1,908,124       2,236,639
    Stockholders' equity                            (4,234,455)     (3,555,598)
                                                  ------------    ------------
     Total liabilities and stockholders' equity   $  5,862,626    $  7,851,236
                                                  ============    ============
 RESULTS OF OPERATIONS
    Revenues                                      $ 14,608,186    $ 17,642,480
    Operating and other expenses                    15,632,135      18,530,077
                                                  ------------    ------------
      Net loss                                    $   (878,203)   $   (562,223)
                                                  ============    ============


     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, 2004. CPI is a
publicly traded company and the Company's approximate 24% interest (6,726,749
shares) in CPI at July 31, 2004 had a value of approximately $1,345,350 based on
the market price of CPI's stock on July 31, 2004 of $.20 per share.

     The Company can recognize gains on its investment upon disposition of its
stock in CPI, or in cases when third party investments in CPI increase the
amount of the Company's 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 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 June 30, 2004, 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 of $.02
per share and expiring June 30, 2009. These options will carry a "cashless"
option feature. These individuals had agreed to forego payments under their
compensation agreements through July 31, 2004.

                                      F-11
<PAGE>

NOTE 10. WRITE DOWN OF MINERAL PROPERTIES AND RESTATEMENT OF FINANCIALS


The Company  owns the right to mine a specified  quantity of gypsum of Bureau of
Land  Management  land  near St.  George,  Utah,  as  described  above,  Item 1.
Description of Business. The Company believes that these mineral properties were
properly  recorded at a carrying  value of $2,014,800 at July 31, 2004 and prior
fiscal years and were below independent valuations the company received for this
asset.  During the period of November 2002 through January 2003, the Company had
a series of discussions with the Staff of Division of Corporation Finance of the
Securities  and  Exchange  Commission  as to the  accounting  for these  mineral
properties.  The company,  through its then SEC Counsel representing the Company
in this matter, was informed that it could justify  maintaining the value on the
financial  statements if the Company could demonstrate its ability,  exemplified
by the  development  of a plan, to penetrate  the gypsum market or  successfully
sell or develop the assets.  The Company  initially  solicited  and  received in
March 2003 from a third party a proposal of a plan for developing or selling the
property.   It  suspended  this  potential  arrangement  when  approached  by  a
mineral-interest  company  to  enter  into a joint  venture  agreement.  A joint
venture  agreement  was  negotiated  and formed  with this third party in April,
2003, but was formally terminated in September, 2003. A possible renewal of this
agreement  was still  being  considered  and,  accordingly,  the Company had not
renewed its search for a partner for  development  efforts of the gypsum at that
time.  In 2004,  the Company  considered  a plan to  spin-off  its assets to its
shareholders so it could pursue a plan of orderly  liquidation  with a timetable
appropriate for the Company to maximize the value of the gypsum and other assets
of the Company for its  shareholders,  and had  completed the spin-off in March,
2005.

After announcement of the spin-off, the Company received in March correspondence
from  the SEC  commenting  on,  among  other  things,  why the  Company  did not
write-off  the  mineral   properties  in  accordance   with  the  Staff's  prior
conclusion.  The Company was under the belief that the  Company's  position  was
still under  consideration  by the Staff and that if the Company had  prepared a
plan,  or  demonstrated  it was  taking  action to  develop  or  dispose  of the
property, which it was in the process of doing, such actions would be sufficient
to address the SEC's  concern.  As  indicated  above,  the  Company  solicited a
proposal from, and implemented a plan to partner with,  third parties to develop
and/or  dispose  of the  mineral  reserves.  However,  these  efforts  had  been
suspended  as it pursued  its plan of  orderly  liquidation  for the  purpose of
redeeming on-going expenses associated with being a public reporting company and
to aid in increasing shareholders' value.

The Company  appreciates  the  Staff's  position  with  respect to the timing of
realizing  its  investment  in the  mineral  assets and, in light of the Staff's
position, the Company has acquiesce and have written off the mineral property in
accordance  with SFAS 121,  which was later  amended by SFAS 144.  The  Company,
however,  does  not  believe  the  mineral  assets  have  value  less  than  the
independent third party appraisal value ($3.7 to $8.0 million) or the cost value
of $2,014,000.  The Company  intends to continue to pursue a partnership  with a
third party to begin to develop these  reserves or sell these rights and claims.
If  successful,  the Company  will record a gain on any  amounts  received  less
associated costs.



                                      F-12
<PAGE>

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     We have not used derivative financial instruments. We believe our exposure
to market risks, including exchange rate risk, interest rate risk and commodity
price risk, is not material at the present time.

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

     None.

ITEM 8A: 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.

     At the end of the period reported on in this report, the Company carried
out an evaluation, under the supervision and participation of the Company's
Chief Executive and Financial Officer (the "Officer") of the effectiveness of
the design and operation of the Company's disclosure controls and procedures
pursuant to Securities Exchange Act Rule 13a-14. Based upon that evaluation, the
Officer concluded that the Company's disclosure controls and procedures are
effective in all material respects, with respect to the recording, processing,
summarizing and reporting, within the time periods specified in the SEC's rules
and forms, of information required to be disclosed by the Company in the reports
the Company files or submits under the Exchange Act.

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.

ITEM 8B: OTHER INFORMATION

     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.         56         Chairperson of the Board, Chief
                                             Executive Officer, Treasurer,
                                             Director

Alice M. Gluckman              59         Corporate Secretary, Director

William R. Willard             62         Director

Rick N. Newton                 53         Director


                                       9
<PAGE>

     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
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 Partnership, 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. In April 2003, he was appointed as member of
the Board of Directors 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

                                       10
<PAGE>

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.

     At the date of this Report, there were no late filings on Forms 3, 4 or 5
for the fiscal year ended July 31, 2004. 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, 2004, 2003 and 2002 of our chief executive
officer. No member or our management receives aggregate annual compensation
exceeding $100,000.
<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    2004   $  --    $  --   $  --   (2)   $  --          --        $  --     $25,333
    CEO, Chairperson of    2003   $  --    $  --   $60,000 (3)   $  --          --        $  --     $32,800
      Board                2002   $  --    $  --   $60,000 (4)   $  --          --        $  --     $34,400

</TABLE>

(1) Consists of personal use of trade credits from barter exchanges and auto
allowance totaling approximately $4,900, $12,400 and $14,000 in 2004, 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) Dr. Jones agreed to forego salary and auto allowance payments under her
compensation agreement effective August 1, 2003 through July 31, 2004 in
exchange for modifications to her option agreements.

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

(4) Includes $60,000 in deferred compensation, due November 1, 2004. This
deferred compensation was paid in fiscal 2003 by the issuance of the Company's
common stock.

     None of our executive officers receives an annual salary and bonus in
excess of $100,000.

     Three directors received $2,000 as compensation for their services as
directors during the fiscal year 2004, $1,000 relating to their service for 2003
and $1,000 relating to their service for 2004. In addition, $3,000 was accrued
for each of three directors for their service for 2004.

     The Board of Directors held one meeting during our fiscal year ended July
31, 2004 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.

     On June 30, 2004, 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 of $.02
per share and expiring June 30, 2009. These options will carry a "cashless"
option feature. These individuals had agreed to continue to forego payments
under their compensation agreements through July 31, 2004.

     There were no additional stock options granted or exercised in the fiscal
year ended July 31, 2004. As of the date of this Report, there were 2,316,579
unexercised securities underlying options expiring in 2009, all 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)              20,447,164   (3)           85.5%
333 South Allison Parkway, Suite 100
Lakewood, CO  80226

John J. Grace  (2)                           20,447,164   (4)           85.5%
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                   20,545,568   (3)(4)        86.2%
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 12,216,137 shares owned by the following entities that are 100%
owned and controlled by Dr. Jones: 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 12,216,137 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.

     Subsequent Event - In October 2004, the Company entered into an agreement
to reacquire 25,000 shares of its Preferred Series B 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, 2004, we had $528,666 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. In addition, we had
$14,489 in net notes receivable from one related party. See the Notes to the
Consolidated Financial Statements.

     On June 30, 2004, 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 of $.02
per share and expiring June 30, 2009. These options will carry a "cashless"
option feature. These individuals had agreed to continue to forego payments
under their compensation agreements through July 31, 2004.


                                     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)

        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





                                       14
<PAGE>

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

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

        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(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

        10(36) **** Option for 1,816,579 shares held by Dr. Janice A. Jones
                    dated June 30, 2004

        10(37) **** Option for 500,000 shares held by John J. Grace dated June
                    30, 2004

        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.

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

**** Previously filed.


(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. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     For the fiscal years ended July 31, 2004 and 2003, Ronald R. Chadwick,
P.C., our principal accountant, provided services in the following categories
and amounts:

                                              Fiscal Year Ended
                                   July 31, 2004            July 31, 2003
                                   -------------            -------------

      Audit Fees(1)                   $13,630                  $13,000

     (1) Represents aggregate fees billed for professional services rendered for
the audit and/or review of the Company's financial statements and in connection
with the Company's statutory and regulatory filings or engagements.

     There were not any non-audit services rendered to the Company by Ronald R.
Chadwick, P.C. in fiscal 2004 or 2003.

                                       15
<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 to be signed on its
behalf by the undersigned, thereunto duly authorized, on October 15, 2005.

                                       CHARTWELL INTERNATIONAL, INC.
                                       (Registrant)


                                       By: /s/ Janice A. Jones
                                       -----------------------------------------
                                       Janice A. Jones, Chief Executive Officer,
                                       Chief Financial Officer and Treasurer
                                       (Principal Executive, Accounting and
                                       Financial Officer)



                                        DIRECTORS:



                                        /s/ Alice M. Gluckman
                                        ----------------------------------
                                        Alice M. Gluckman


                                        /s/ William R. Willard
                                        ----------------------------------
                                        William R. Willard


                                        /s/ Rick N. Newton
                                        -----------------------------------
                                        Rick N. Newton













                                       16