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):  March 23, 2005


                          Chartwell International, Inc.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                     000-27395             95-3979080
            ------                     ---------             ----------
(State or other jurisdiction of    (Commission File        (I.R.S. Employer
incorporation or organization)          Number)           Identification No.)


                      333 South Allison Parkway, Suite 100
                            Lakewood, Colorado 80226
                            ------------------------
    (Address and telephone number of principal executive offices) (Zip Code)

                                 (303) 804-0100
                                 --------------
              (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 3 -- Securities and Trading Markets
-------------------------------------------

Item 3.02  Unregistered Sales of Equity Securities.

     (a) On March 23, 2005, Chartwell  International,  Inc. (the "Company") sold
25,838,433  shares  of  restricted  Common  Stock  pursuant  to  a  Subscription
Agreement for $200,000 to Mr. Imre  Eszenyi.  The proceeds of the sale were used
to payoff a  $200,000  note  payable  to  Kingsley  Capital,  Inc.  The sale and
issuance of common stock in the private placement to Mr. Eszenyi was made by the
Company in reliance upon the exemption from registration  provided under Section
4(2) of the Securities Act of 1933, as amended. The offer and sale was made in a
transaction  not involving  any public  offering to one  accredited  investor as
defined in Rule  501(a)  under the  Securities  Act.  The common  stock sold was
subject  to  transfer  restrictions,  and  the  certificates  for  those  shares
contained an appropriate  legend stating that they had not been registered under
the  Securities  Act and may not be  offered  or  sold  absent  registration  or
pursuant to an exemption therefrom.

Section 5 - Corporate Governance and Management
-----------------------------------------------

Item 5.01  Changes in Control of Registrant.

     (a) On March 23, 2005, in two separate but  concurrent  transactions,  Imre
Eszenyi  acquired  45,000,000  shares  of  the  Company's  common  stock  in the
aggregate pursuant to a Share Purchase Agreement and Subscription Agreement. Mr.
Eszenyi now directly owns and is the  beneficial  owner of 45,000,000  shares of
the Company's common stock, equal to 90% of the Company's voting securities.  In
the transaction pursuant to the Share Purchase Agreement,  Mr. Eszenyi purchased
from controlling  affiliates of the Company  19,161,567  shares of the Company's
common stock for $250,000.  Pursuant to the Subscription Agreement,  Mr. Eszenyi
purchased from the Company  25,838,433  shares of the Company's common stock for
$200,000. Mr. Eszenyi used personal funds for the purchase of the shares in both
transactions.  It is anticipated that Mr. Eszenyi and such other appointee as he
sees fit will  become the  majority  of the  members of the  Company's  Board of
Directors and that he will become an officer of the Company.

Item 5.02  Change in Director

     (d) On March 28, 2005, the Board of Directors of the Company  appointed Mr.
Eszenyi as a member of the Board.  Pursuant to the Share Purchase Agreement,  it
is anticipated  that Mr. Eszenyi and a person to be appointed by him will become
the  majority  members  of the  Board.  In  connection  with this  change in the
majority  of the  members of the Board,  the  Company  will file an  information
statement pursuant to Rule 14f-1 of the Exchange Act.


<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: March 27, 2005               /s/ Dr. Janice A. Jones
                                    --------------------------------------------
                                    Dr. Janice A. Jones, Chief Executive Officer
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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):  March 23, 2005

                          Chartwell International, Inc.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                     000-27395             95-3979080
            ------                     ---------             ----------
(State or other jurisdiction of    (Commission File        (I.R.S. Employer
incorporation or organization)          Number)           Identification No.)

                      333 South Allison Parkway, Suite 100
                            Lakewood, Colorado 80226
                            ------------------------
    (Address and telephone number of principal executive offices) (Zip Code)

                                 (303) 804-0100
                                 --------------
              (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 3 -- Securities and Trading Markets
-------------------------------------------

Item 3.02  Unregistered Sales of Equity Securities.

     (a) On March 23, 2005, Chartwell  International,  Inc. (the "Company") sold
25,838,433  shares  of  restricted  Common  Stock  pursuant  to  a  Subscription
Agreement for $200,000 to Mr. Imre  Eszenyi.  The proceeds of the sale were used
to payoff a  $200,000  note  payable  to  Kingsley  Capital,  Inc.  The sale and
issuance of common stock in the private placement to Mr. Eszenyi was made by the
Company in reliance upon the exemption from registration  provided under Section
4(2) of the Securities Act of 1933, as amended. The offer and sale was made in a
transaction  not involving  any public  offering to one  accredited  investor as
defined in Rule  501(a)  under the  Securities  Act.  The common  stock sold was
subject  to  transfer  restrictions,  and  the  certificates  for  those  shares
contained an appropriate  legend stating that they had not been registered under
the  Securities  Act and may not be  offered  or  sold  absent  registration  or
pursuant to an exemption therefrom.

Section 5 - Corporate Governance and Management
-----------------------------------------------

Item 5.01  Changes in Control of Registrant.

     (a) On March 23, 2005, in two separate but  concurrent  transactions,  Imre
Eszenyi  acquired  45,000,000  shares  of  the  Company's  common  stock  in the
aggregate pursuant to a Share Purchase Agreement and Subscription Agreement. Mr.
Eszenyi now directly owns and is the  beneficial  owner of 45,000,000  shares of
the Company's common stock, equal to 90% of the Company's voting securities.  In
the transaction pursuant to the Share Purchase Agreement,  Mr. Eszenyi purchased
from controlling  affiliates of the Company  19,161,567  shares of the Company's
common stock for $250,000.  Pursuant to the Subscription Agreement,  Mr. Eszenyi
purchased from the Company  25,838,433  shares of the Company's common stock for
$200,000. Mr. Eszenyi used personal funds for the purchase of the shares in both
transactions.  It is anticipated that Mr. Eszenyi and such other appointee as he
sees fit will  become the  majority  of the  members of the  Company's  Board of
Directors and that he will become an officer of the Company.

Item 5.02  Change in Director

     (d) On March 28, 2005, the Board of Directors of the Company  appointed Mr.
Eszenyi as a member of the Board.  Pursuant to the Share Purchase Agreement,  it
is anticipated  that Mr. Eszenyi and a person to be appointed by him will become
the  majority  members  of the  Board.  In  connection  with this  change in the
majority  of the  members of the Board,  the  Company  will file an  information
statement pursuant to Rule 14f-1 of the Exchange Act.
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: March 27, 2005               /s/ Dr. Janice A. Jones
                                    --------------------------------------------
                                    Dr. Janice A. Jones, Chief Executive Officer