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): June 27, 2005


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

Item 5.03 Amendments to Articles of  Incorporation  or Bylaws;  Change in Fiscal
Year.

     On June 27, 2005, Chartwell International,  Inc. (the "Company") adopted an
Amended and  Restated  Articles  of  Incorporation.  The  Amended  and  Restated
Articles of  Incorporation  was amended (i) to increase the number of authorized
shares of common stock from 50,000,000 to 100,000,000  shares, and (ii) effect a
10 for 1 reverse stock split. The Amendment to the Articles of Incorporation was
disclosed in an information  statement sent to all shareholders on June 6, 2005,
to all  shareholders  of record on April 25,  2005.  A copy of the  Amended  and
Restated Articles of Incorporation is attached as Exhibit 3(i).

     Additionally,  effective on June 26, 2005, the Company  adopted Amended and
Restated Bylaws. The following provisions were adopted or changed:

     (1)  The date of the Annual Stockholders Meeting date is no longer fixed on
          the first Monday in April at 1:30 p.m. The meeting date will be set by
          the Board of Directors;

     (2)  Whom may call an Annual Meeting of Stockholders was changed to exclude
          stockholders owning 10% and include the Chairman or two Directors;

     (3)  The notice requirement for Stockholders  Meetings was changed to allow
          a longer  notice  period of not more than 60 days from prior period of
          not more than 50 days;

     (4)  The provision  allowing the Board to close the transfer book for up to
          50 days for the purpose of determining stockholders entitled to notice
          and vote was removed;

     (5)  A provision was added to allow for the  appointment of an inspector of
          election at Stockholders Meetings;

     (6)  The power of the Board to act and appoint  vacancies  without a quorum
          in case  directors  are  unavailable  due to a  natural  disaster  was
          removed;

     (7)  The  provision  that the  President  is  automatically  on every Board
          Committee was eliminated;

     (8)  A provision was added  requiring the Company to have a Chief Financial
          Officer.  The provision  that the positions of President and Secretary
          must be held by different  persons was eliminated.  The Amended Bylaws
          provide a description of the powers of the Chairman,  Chief  Executive
          Officer, Assistant Secretaries, and Assistant Treasurers, if appointed
          by the Board.  The  office of General  Manager  was  removed  from the
          Bylaws;

     (9)  The provision that permitted the Board to require  officers to execute
          a surety bond for faithful performance of duties was removed; and


<PAGE>

     (10) The section on  indemnification of officers and directors was expanded
          to provide for the  indemnification of employees and agents.  Further,
          the provision provides for the indemnification of officers, directors,
          employees,  or agents when they are threatened with legal action.  The
          new  indemnification  provision allows for indemnification of a person
          who acted in good faith in the best  interest of the Company,  whereas
          previously  indemnification was not available if the action arouse out
          the person's negligence or willful misconduct.  The Bylaws now provide
          for a procedure to determine eligibility and pay costs associated with
          indemnification.

     A copy of the Amended and Restated Bylaws are attached as Exhibit 3(ii).

Section 9 - Financial Statements and Exhibits
---------------------------------------------

Item 9.01 Financial Statements and Exhibits.

         Exhibit No.              Exhibit Description
         -----------              -------------------
         3(i)                     Amended and Restated Articles of Incorporation

         3(ii)                    Amended and Restated Bylaws




<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:  June 27, 2005                   /s/ Imre Eszenyi
                                        ----------------------------------------
                                        Imre Eszenyi,
                                        Vice President


<PAGE>


                                  EXHIBIT INDEX

         Exhibit No.              Exhibit Description
         -----------              -------------------
         3(i)                     Amended and Restated Articles of Incorporation

         3(ii)                    Amended and Restated Bylaws
[{"type": "8-K", "sequence": "1", "filename": "for062705.txt", "secsgml_size_bytes": 6827}]
{"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": "05922487"}, "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): June 27, 2005

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

Item 5.03 Amendments to Articles of  Incorporation  or Bylaws;  Change in Fiscal
Year.

     On June 27, 2005, Chartwell International,  Inc. (the "Company") adopted an
Amended and  Restated  Articles  of  Incorporation.  The  Amended  and  Restated
Articles of  Incorporation  was amended (i) to increase the number of authorized
shares of common stock from 50,000,000 to 100,000,000  shares, and (ii) effect a
10 for 1 reverse stock split. The Amendment to the Articles of Incorporation was
disclosed in an information  statement sent to all shareholders on June 6, 2005,
to all  shareholders  of record on April 25,  2005.  A copy of the  Amended  and
Restated Articles of Incorporation is attached as Exhibit 3(i).

     Additionally,  effective on June 26, 2005, the Company  adopted Amended and
Restated Bylaws. The following provisions were adopted or changed:

     (1)  The date of the Annual Stockholders Meeting date is no longer fixed on
          the first Monday in April at 1:30 p.m. The meeting date will be set by
          the Board of Directors;

     (2)  Whom may call an Annual Meeting of Stockholders was changed to exclude
          stockholders owning 10% and include the Chairman or two Directors;

     (3)  The notice requirement for Stockholders  Meetings was changed to allow
          a longer  notice  period of not more than 60 days from prior period of
          not more than 50 days;

     (4)  The provision  allowing the Board to close the transfer book for up to
          50 days for the purpose of determining stockholders entitled to notice
          and vote was removed;

     (5)  A provision was added to allow for the  appointment of an inspector of
          election at Stockholders Meetings;

     (6)  The power of the Board to act and appoint  vacancies  without a quorum
          in case  directors  are  unavailable  due to a  natural  disaster  was
          removed;

     (7)  The  provision  that the  President  is  automatically  on every Board
          Committee was eliminated;

     (8)  A provision was added  requiring the Company to have a Chief Financial
          Officer.  The provision  that the positions of President and Secretary
          must be held by different  persons was eliminated.  The Amended Bylaws
          provide a description of the powers of the Chairman,  Chief  Executive
          Officer, Assistant Secretaries, and Assistant Treasurers, if appointed
          by the Board.  The  office of General  Manager  was  removed  from the
          Bylaws;

     (9)  The provision that permitted the Board to require  officers to execute
          a surety bond for faithful performance of duties was removed; and
(10) The section on  indemnification of officers and directors was expanded
          to provide for the  indemnification of employees and agents.  Further,
          the provision provides for the indemnification of officers, directors,
          employees,  or agents when they are threatened with legal action.  The
          new  indemnification  provision allows for indemnification of a person
          who acted in good faith in the best  interest of the Company,  whereas
          previously  indemnification was not available if the action arouse out
          the person's negligence or willful misconduct.  The Bylaws now provide
          for a procedure to determine eligibility and pay costs associated with
          indemnification.

     A copy of the Amended and Restated Bylaws are attached as Exhibit 3(ii).

Section 9 - Financial Statements and Exhibits
---------------------------------------------

Item 9.01 Financial Statements and Exhibits.

         Exhibit No.              Exhibit Description
         -----------              -------------------
         3(i)                     Amended and Restated Articles of Incorporation

         3(ii)                    Amended and Restated Bylaws
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:  June 27, 2005                   /s/ Imre Eszenyi
                                        ----------------------------------------
                                        Imre Eszenyi,
                                        Vice President
EXHIBIT INDEX

         Exhibit No.              Exhibit Description
         -----------              -------------------
         3(i)                     Amended and Restated Articles of Incorporation

         3(ii)                    Amended and Restated Bylaws