UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 10, 2006


                          CHARTWELL INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

            Nevada                      005-59509           95-3979080

(State or other jurisdiction of     (Commission File No.)  (IRS Employer
incorporation)                                             Identification No.)


                          1124 Smith Street, Suite 304
                              Charleston, WV 25301
    (Address and telephone number of principal executive offices) (Zip Code)

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

     On  February  10,  2006,  Chartwell  International,  Inc.  (the  "Company")
completed the  acquisition  of twenty (20) shares of common stock (the "Shares")
of Cranberry Creek Railroad, Inc., a New Jersey corporation ("Cranberry Creek").
The Company  previously filed a Form 8-K (File No. 000-51342) on January 6, 2006
that it entered into that  certain  Contract of Sale of Stock with the Estate of
Pierre T.  Rasmussen  dated as of December  30, 2005 (the  "Contract  of Sale").
Pursuant  to the terms of the  Contract  of Sale and as further  amended by that
certain  Amendment  No.  1 to  Contract  of Sale of  Stock  in  Cranberry  Creek
Railroad, Inc. dated as of February 8, 2006, the Company purchased sixty-six and
two-thirds  percent (66 2/3%) of all the outstanding  shares of capital stock in
Cranberry Creek for $1.65 million (the "Purchase Price").

     The  Purchase  Price  consists  of (i) a cash  payment of One  Million  One
Hundred Fifty Thousand and No/100 Dollars  ($1,150,000) and (ii) the issuance of
two-year  convertible  promissory  notes in the aggregate amount of Five Hundred
Thousand and No/100  Dollars  ($500,000)  at  approximately  eight  percent (8%)
annual  interest  rate,  convertible  into 158,000 shares of common stock of the
Company  at the end of the term of the note at a price per share of $3.165  (the
"Note").  Interest on the Note shall be payable quarterly beginning May 15, 2006
at a rate of two  percent  (2%) of the  principal  outstanding  balance  on each
respective payment due date.

     Cranberry Creek is a New Jersey  corporation  that owns one hundred percent
(100%) of the  outstanding  capital stock in Middletown  and New Jersey  Railway
Company,  Inc.,  a New York  Corporation  ("M&NJ").  M&NJ  owns and  operates  a
regional railroad in Middletown, New York.

     For more  information,  see Amendment No. 1 to Contract of Sale of Stock in
Cranberry Creek Railroad, Inc. dated February 8, 2006 attached hereto as Exhibit
10.1.


Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

     Audited financial  statements and pro forma financial  information,  to the
extent  required,  will be filed by  amendment to this Form 8-K no later than 71
calendar days after the date of this Report.

         Exhibit No.       Exhibit Description

         10.1              Amendment No. 1 to Contract of Sale of Stock in
                           Cranberry Creek Railroad, Inc. dated February 8, 2006


<PAGE>



                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                    CHARTWELL INTERNATIONAL, INC.,
                                    a Nevada Corporation


Dated:  February 14, 2006           By:  /s/ Imre Eszenyi
                                         ------------------------------------
                                         Name:  Imre Eszenyi,
                                         Title:    Acting President

<PAGE>

                                  EXHIBIT INDEX

         Exhibit No.       Exhibit Description

         10.1              Amendment No. 1 to Contract of Sale of Stock in
                           Cranberry Creek Railroad, Inc. dated February 8, 2006
[{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "secsgml_size_bytes": 5204}]
{"company-data": {"conformed-name": "Chartwell International, Inc.", "cik": "0001329184", "assigned-sic": "4953", "irs-number": "953979080", "state-of-incorporation": "NV", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-51342", "film-number": "06612290"}, "business-address": {"street1": "1124 SMITH STREET, SUITE 304", "city": "CHARLESTON", "state": "WV", "zip": "25301", "phone": "304-345-8700"}, "mail-address": {"street1": "1124 SMITH STREET, SUITE 304", "city": "CHARLESTON", "state": "WV", "zip": "25301"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 10, 2006

                          CHARTWELL INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

            Nevada                      005-59509           95-3979080

(State or other jurisdiction of     (Commission File No.)  (IRS Employer
incorporation)                                             Identification No.)

                          1124 Smith Street, Suite 304
                              Charleston, WV 25301
    (Address and telephone number of principal executive offices) (Zip Code)

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[  ]  Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets

     On  February  10,  2006,  Chartwell  International,  Inc.  (the  "Company")
completed the  acquisition  of twenty (20) shares of common stock (the "Shares")
of Cranberry Creek Railroad, Inc., a New Jersey corporation ("Cranberry Creek").
The Company  previously filed a Form 8-K (File No. 000-51342) on January 6, 2006
that it entered into that  certain  Contract of Sale of Stock with the Estate of
Pierre T.  Rasmussen  dated as of December  30, 2005 (the  "Contract  of Sale").
Pursuant  to the terms of the  Contract  of Sale and as further  amended by that
certain  Amendment  No.  1 to  Contract  of Sale of  Stock  in  Cranberry  Creek
Railroad, Inc. dated as of February 8, 2006, the Company purchased sixty-six and
two-thirds  percent (66 2/3%) of all the outstanding  shares of capital stock in
Cranberry Creek for $1.65 million (the "Purchase Price").

     The  Purchase  Price  consists  of (i) a cash  payment of One  Million  One
Hundred Fifty Thousand and No/100 Dollars  ($1,150,000) and (ii) the issuance of
two-year  convertible  promissory  notes in the aggregate amount of Five Hundred
Thousand and No/100  Dollars  ($500,000)  at  approximately  eight  percent (8%)
annual  interest  rate,  convertible  into 158,000 shares of common stock of the
Company  at the end of the term of the note at a price per share of $3.165  (the
"Note").  Interest on the Note shall be payable quarterly beginning May 15, 2006
at a rate of two  percent  (2%) of the  principal  outstanding  balance  on each
respective payment due date.

     Cranberry Creek is a New Jersey  corporation  that owns one hundred percent
(100%) of the  outstanding  capital stock in Middletown  and New Jersey  Railway
Company,  Inc.,  a New York  Corporation  ("M&NJ").  M&NJ  owns and  operates  a
regional railroad in Middletown, New York.

     For more  information,  see Amendment No. 1 to Contract of Sale of Stock in
Cranberry Creek Railroad, Inc. dated February 8, 2006 attached hereto as Exhibit
10.1.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

     Audited financial  statements and pro forma financial  information,  to the
extent  required,  will be filed by  amendment to this Form 8-K no later than 71
calendar days after the date of this Report.

         Exhibit No.       Exhibit Description

         10.1              Amendment No. 1 to Contract of Sale of Stock in
                           Cranberry Creek Railroad, Inc. dated February 8, 2006
SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                    CHARTWELL INTERNATIONAL, INC.,
                                    a Nevada Corporation

Dated:  February 14, 2006           By:  /s/ Imre Eszenyi
                                         ------------------------------------
                                         Name:  Imre Eszenyi,
                                         Title:    Acting President
EXHIBIT INDEX

         Exhibit No.       Exhibit Description

         10.1              Amendment No. 1 to Contract of Sale of Stock in
                           Cranberry Creek Railroad, Inc. dated February 8, 2006