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): September 8, 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 1 - Registrant's Business and Operations
------------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement

     Chartwell  International,  Inc. (the "Company")  entered into the following
material definitive agreements on September 8, 2005.

Acquisition of E-Rail Logistics, Inc.
-------------------------------------

     On September 8, 2005, the Company  entered into a definitive  Agreement and
Plan of Merger by and among the Company,  E-Rail Acquisition Sub, a wholly-owned
subsidiary of the Company ("Merger Sub"), and E-Rail Logistics, Inc., a New York
corporation  ("E-Rail"),  whereupon Merger Sub merged with and into E-Rail,  and
E-Rail survived as a wholly-owned subsidiary of the Company (the "Merger").

     Under the terms of the Agreement and Plan of Merger,  the Company issued in
the aggregate  3,100,000 shares of its common stock to Rail Waste Holdings,  LLC
for all the  issued and  outstanding  shares of E-Rail.  The  Company  held-back
300,000  shares for a period of 12 months from the effective  date of the Merger
to set-off against any claims and liabilities  arising from the breach of any of
E-Rail's representations,  warranties and covenants in the Agreement and Plan of
Merger. In addition,  the Company,  through E-Rail, assumed obligations totaling
approximately  $4.25-million,  which  includes a cash  payment of  approximately
$2.32-million and promissory notes and corresponding  mortgages in the aggregate
amount of $1.82-million associated with the Belville Mining Company, Inc., which
is a wholly owned subsidiary of E-Rail.

     Belville Mining Company, Inc., an Ohio corporation, owns certain mining and
undeveloped  properties in Ohio which the Company intends to permit for E-Rail's
landfill operations.  Although E-Rail has entered into certain key contracts and
arrangements to secure transfer station access,  off-load  facilities and access
to dump  sites,  it does not  currently  have any  customers  or waste  industry
revenue generating operations.

     Although  the parties  entered  into a Merger  transaction  in form,  under
Regulation  S-X,  Rule 11-01 of the  Securities  Act of 1933,  as  amended,  the
acquisition  of E-Rail will be treated as an asset  purchase,  and the  purchase
price will be  allocated  across the assets  acquired,  and is not  considered a
business combination.

     Also, incident to the Merger transaction,  the Company entered into a Stock
Issuance  Agreement  by and between  the Company and Peter J. Pinto  whereby the
Company  issued  429,500  shares of the  Company's  common  stock and  agreed to
register the shares for resale by Mr. Pinto within the next 12 months.

     For more  information,  see Agreement and Plan of Merger attached hereto as
Exhibit 10.1, and the Stock Issuance Agreement attached hereto as Exhibit 10.3.



<PAGE>

Note Purchase Agreement

     On September 8, 2005, the Company entered into a Note Purchase Agreement by
and among the Company,  Rail Waste Holdings,  LLC, a New York limited  liability
company  ("RWH")  and Peter J. Pinto,  a member and  principal  of RWH,  for the
purchase of a secured promissory note issued by Minerva Enterprises, Inc. to RWH
in the  principal  amount  of  $600,187.58  dated as of  January  10,  2005 (the
"Note"), and an open end mortgage on real property owned by Minerva Enterprises,
Inc. granted to RWH as security interest for the Note (the "Mortgage Lien").

     Pursuant to the Note Purchase Agreement,  the Company paid $275,000 in cash
and  conditionally  issued 300,000  shares of its  restricted  common stock (the
"Restricted  Shares") to Peter J. Pinto for all right, title and interest in the
Note and Mortgage Lien. The Restricted Shares shall be placed in escrow and will
be released  January 1, 2006  subject to vesting  conditions  and the  Company's
right of redemption for a remaining repurchase price of $275,000.



Section 2 - Financial Information
---------------------------------

Item 2.01  Completion of Acquisition or Disposition of Assets

     Reference is made to Item 1.01 of this Form 8-K. The requisite articles and
certificates  filed in  connection  with the  Merger in Nevada and New York were
effective as of September 12, 2005 and September 13, 2005, respectively,  making
the Merger effective as of September 13, 2005.

     For more  information,  see Agreement and Plan of Merger attached hereto as
Exhibit 10.1 and the press release  attached hereto as Exhibit 99. The Agreement
and Plan of Merger  contains  the details of the Merger,  the terms of which are
incorporated  herein.  Financial Statements to the extent required will be filed
by amendment  not later than 71 calendar days after the date that this report on
Form 8-K is required to be filed.

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

Item 5.02  Departure of Directors,  Principal  Officers;  Election of Directors;
Appointment of Principal Officers

     On September 8, 2005, the Company's wholly owned subsidiary  E-Rail entered
into two year employment agreements as outlined below:

     An employment agreement was entered into with Andrew Kaufman appointing him
as Chief Executive Officer of E-Rail Logistics,  Inc., a wholly-owned subsidiary
of the Company.

     Mr. Kaufman  served as Chief  Executive  Officer,  President and was on the
Board of Directors of E-Rail Logistics,  Inc. and its parent company, Rail Waste
Holdings, LLC from 2004 to 2005. Prior to founding E-Rail Logistics, Mr. Kaufman


<PAGE>

was the general partner of Greenway  Properties,  a consulting firm,  engaged in
the  development of waste to energy  technology.  From 1991 to 2001, Mr. Kaufman
was President of Pencor,  Inc., a technology  development company which advanced
environmental technologies from the research stage to commercialization.  During
this time  frame,  Pencor  acted as  general  partner of Pencor  Biofine,  which
developed a technology  for the  conversion  of biomass into  Levulinic  acid, a
chemical  used  in  the  manufacture  of  renewable   fuels.   Mr.  Kaufman  was
co-recipient  of  the  Presidential  Green  Chemistry  award  for  his  work  in
developing the process for the  manufacture  of Levulinic  Acid from waste.  Mr.
Kaufman attended Emory University and Long Island University.

     Mr.  Kaufman  will be paid an  annual  salary  of  $180,000  subject  to an
increase to $240,000 based on achieving certain revenue milestones.  Mr. Kaufman
will be entitled to participate in the Company's cash management incentive bonus
and equity incentive plans upon formation and approval by the Board of Directors
of the Company,  provided,  however,  cash bonuses  shall not exceed 100% of Mr.
Kaufman's base salary then in effect. The employment agreement may be terminated
prior to the  expiration  of the  agreement  upon the  mutual  agreement  of the
Company and Mr. Kaufman.  In the event Mr. Kaufman is terminated  without cause,
Mr.  Kaufman  will be paid an amount equal to his base salary then in effect for
the remaining term of the agreement.  In the event of the death or disability of
Mr.  Kaufman,  Mr.  Kaufman  and/or his estate will be paid an amount equal to 6
months salary.

     The Company entered into a two year employment  agreement with  Christopher
Davino  appointing  him as President of E-Rail  Logistics,  Inc., a wholly-owned
subsidiary of the Company.

     Mr. Davino served on the Board of Directors of E-Rail  Logistics,  Inc. and
its  parent  company,  Rail  Waste  Holdings,  LLC from 2004 to 2005 and took an
active role in overseeing  business  development  and finance at both companies.
Mr. Davino has substantial experience in the financial industry having served as
Special  Advisor for  Financo,  Inc.  from 2003 to 2004,  Managing  Director for
Miller  Buckfire  LLC  from  2002 to 2003 and  Managing  Director  for  Dresdner
Kleinwort Wasserstein from 1995 to 2002. Mr. Davino earned his bachelor's degree
in finance from Lehigh University.

     Mr. Davino will be paid an annual salary of $180,000 subject to an increase
to $240,000 based on achieving  certain revenue  milestones.  Mr. Davino will be
entitled to  participate in the Company's cash  management  incentive  bonus and
equity  incentive plans upon formation and approval by the Board of Directors of
the  Company,  provided,  however,  cash  bonuses  shall not exceed  100% of Mr.
Davino's base salary then in effect. The employment  agreement may be terminated
prior to the  expiration  of the  agreement  upon the  mutual  agreement  of the
Company and Mr. Davino. In the event Mr. Davino is terminated without cause, Mr.
Davino  will be paid an amount  equal to his base  salary then in effect for the
remaining term of the agreement.  In the event of the death or disability of Mr.
Davino,  Mr.  Davino  and/or his estate will be paid an amount equal to 6 months
salary.



<PAGE>

     The Company  entered  into a two year  employment  agreement  with  Richard
Kessler  appointing him as Chief Operating Officer of E-Rail Logistics,  Inc., a
wholly-owned subsidiary of the Company.

     Mr. Kessler served on the Board of Directors of E-Rail Logistics,  Inc. and
its  parent  company,  Rail  Waste  Holdings,  LLC from 2004 to 2005 and took an
active  role in  developing  sales at both  companies.  Prior to that and for 15
years, Mr. Kessler served as President and Chief Operating Officer of Landbridge
Intermodal Equipment Sales, Inc. a major supplier of Intermodal equipment to the
waste  industry.  Landbridge  markets a diverse  product line that  includes all
types of equipment used in the intermodal  industry.  Over the years Mr. Kessler
has  been   instrumental  in  developing   transportation   projects  for  large
corporations  such as General Electric Corp.,  Yang Ming Lines and International
Terminal Operators.  Mr. Kessler developed and built chassis conversion kits for
several  steamship  companies.   Mr.  Kessler  attended  Virginia   Commonwealth
University,  and served in the United  States  Army from 1967  through  1970 and
completed a tour of duty in Vietnam.

     Mr.  Kessler  will be paid an  annual  salary  of  $180,000  subject  to an
increase to $240,000 based on achieving certain revenue milestones.  Mr. Kessler
will be entitled to participate in the Company's cash management incentive bonus
and equity incentive plans upon formation and approval by the Board of Directors
of the Company,  provided,  however,  cash bonuses  shall not exceed 100% of Mr.
Kessler's base salary then in effect. The employment agreement may be terminated
prior to the  expiration  of the  agreement  upon the  mutual  agreement  of the
Company and Mr. Kessler.  In the event Mr. Kessler is terminated  without cause,
Mr.  Kessler  will be paid an amount equal to his base salary then in effect for
the remaining term of the agreement.  In the event of the death or disability of
Mr.  Kessler,  Mr.  Kessler  and/or his estate will be paid an amount equal to 6
months salary.



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

Item 9.01 Financial Statements and Exhibits.

         Exhibit No.        Exhibit Description
         ----------         -------------------
         10.1               Agreement and Plan of Merger dated September 8, 2005
         10.2               Note Purchase Agreement dated September 8, 2005
         10.3               Stock Issuance Agreement dated September 8, 2005
         10.4               Employment Agreement dated September 8, 2005
         10.5               Employment Agreement dated September 8, 2005
         10.6               Employment Agreement dated September 8, 2005
         99                 Press Release dated September 12, 2005



<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:  September 13, 2005           /s/  Imre Eszenyi
                                     ------------------------
                                     Imre Eszenyi,
                                     Vice President


<PAGE>


                                  EXHIBIT INDEX

          Exhibit No.        Exhibit Description
         ----------         -------------------
         10.1               Agreement and Plan of Merger dated September 8, 2005
         10.2               Note Purchase Agreement dated September 8, 2005
         10.3               Stock Issuance Agreement dated September 8, 2005
         10.4               Employment Agreement dated September 8, 2005
         10.5               Employment Agreement dated September 8, 2005
         10.6               Employment Agreement dated September 8, 2005
         99                 Press Release dated September 12, 2005
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{"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": "051083005"}, "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): September 8, 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 1 - Registrant's Business and Operations
------------------------------------------------

Item 1.01 Entry into a Material Definitive Agreement

     Chartwell  International,  Inc. (the "Company")  entered into the following
material definitive agreements on September 8, 2005.

Acquisition of E-Rail Logistics, Inc.
-------------------------------------

     On September 8, 2005, the Company  entered into a definitive  Agreement and
Plan of Merger by and among the Company,  E-Rail Acquisition Sub, a wholly-owned
subsidiary of the Company ("Merger Sub"), and E-Rail Logistics, Inc., a New York
corporation  ("E-Rail"),  whereupon Merger Sub merged with and into E-Rail,  and
E-Rail survived as a wholly-owned subsidiary of the Company (the "Merger").

     Under the terms of the Agreement and Plan of Merger,  the Company issued in
the aggregate  3,100,000 shares of its common stock to Rail Waste Holdings,  LLC
for all the  issued and  outstanding  shares of E-Rail.  The  Company  held-back
300,000  shares for a period of 12 months from the effective  date of the Merger
to set-off against any claims and liabilities  arising from the breach of any of
E-Rail's representations,  warranties and covenants in the Agreement and Plan of
Merger. In addition,  the Company,  through E-Rail, assumed obligations totaling
approximately  $4.25-million,  which  includes a cash  payment of  approximately
$2.32-million and promissory notes and corresponding  mortgages in the aggregate
amount of $1.82-million associated with the Belville Mining Company, Inc., which
is a wholly owned subsidiary of E-Rail.

     Belville Mining Company, Inc., an Ohio corporation, owns certain mining and
undeveloped  properties in Ohio which the Company intends to permit for E-Rail's
landfill operations.  Although E-Rail has entered into certain key contracts and
arrangements to secure transfer station access,  off-load  facilities and access
to dump  sites,  it does not  currently  have any  customers  or waste  industry
revenue generating operations.

     Although  the parties  entered  into a Merger  transaction  in form,  under
Regulation  S-X,  Rule 11-01 of the  Securities  Act of 1933,  as  amended,  the
acquisition  of E-Rail will be treated as an asset  purchase,  and the  purchase
price will be  allocated  across the assets  acquired,  and is not  considered a
business combination.

     Also, incident to the Merger transaction,  the Company entered into a Stock
Issuance  Agreement  by and between  the Company and Peter J. Pinto  whereby the
Company  issued  429,500  shares of the  Company's  common  stock and  agreed to
register the shares for resale by Mr. Pinto within the next 12 months.

     For more  information,  see Agreement and Plan of Merger attached hereto as
Exhibit 10.1, and the Stock Issuance Agreement attached hereto as Exhibit 10.3.
Note Purchase Agreement

     On September 8, 2005, the Company entered into a Note Purchase Agreement by
and among the Company,  Rail Waste Holdings,  LLC, a New York limited  liability
company  ("RWH")  and Peter J. Pinto,  a member and  principal  of RWH,  for the
purchase of a secured promissory note issued by Minerva Enterprises, Inc. to RWH
in the  principal  amount  of  $600,187.58  dated as of  January  10,  2005 (the
"Note"), and an open end mortgage on real property owned by Minerva Enterprises,
Inc. granted to RWH as security interest for the Note (the "Mortgage Lien").

     Pursuant to the Note Purchase Agreement,  the Company paid $275,000 in cash
and  conditionally  issued 300,000  shares of its  restricted  common stock (the
"Restricted  Shares") to Peter J. Pinto for all right, title and interest in the
Note and Mortgage Lien. The Restricted Shares shall be placed in escrow and will
be released  January 1, 2006  subject to vesting  conditions  and the  Company's
right of redemption for a remaining repurchase price of $275,000.

Section 2 - Financial Information
---------------------------------

Item 2.01  Completion of Acquisition or Disposition of Assets

     Reference is made to Item 1.01 of this Form 8-K. The requisite articles and
certificates  filed in  connection  with the  Merger in Nevada and New York were
effective as of September 12, 2005 and September 13, 2005, respectively,  making
the Merger effective as of September 13, 2005.

     For more  information,  see Agreement and Plan of Merger attached hereto as
Exhibit 10.1 and the press release  attached hereto as Exhibit 99. The Agreement
and Plan of Merger  contains  the details of the Merger,  the terms of which are
incorporated  herein.  Financial Statements to the extent required will be filed
by amendment  not later than 71 calendar days after the date that this report on
Form 8-K is required to be filed.

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

Item 5.02  Departure of Directors,  Principal  Officers;  Election of Directors;
Appointment of Principal Officers

     On September 8, 2005, the Company's wholly owned subsidiary  E-Rail entered
into two year employment agreements as outlined below:

     An employment agreement was entered into with Andrew Kaufman appointing him
as Chief Executive Officer of E-Rail Logistics,  Inc., a wholly-owned subsidiary
of the Company.

     Mr. Kaufman  served as Chief  Executive  Officer,  President and was on the
Board of Directors of E-Rail Logistics,  Inc. and its parent company, Rail Waste
Holdings, LLC from 2004 to 2005. Prior to founding E-Rail Logistics, Mr. Kaufman
was the general partner of Greenway  Properties,  a consulting firm,  engaged in
the  development of waste to energy  technology.  From 1991 to 2001, Mr. Kaufman
was President of Pencor,  Inc., a technology  development company which advanced
environmental technologies from the research stage to commercialization.  During
this time  frame,  Pencor  acted as  general  partner of Pencor  Biofine,  which
developed a technology  for the  conversion  of biomass into  Levulinic  acid, a
chemical  used  in  the  manufacture  of  renewable   fuels.   Mr.  Kaufman  was
co-recipient  of  the  Presidential  Green  Chemistry  award  for  his  work  in
developing the process for the  manufacture  of Levulinic  Acid from waste.  Mr.
Kaufman attended Emory University and Long Island University.

     Mr.  Kaufman  will be paid an  annual  salary  of  $180,000  subject  to an
increase to $240,000 based on achieving certain revenue milestones.  Mr. Kaufman
will be entitled to participate in the Company's cash management incentive bonus
and equity incentive plans upon formation and approval by the Board of Directors
of the Company,  provided,  however,  cash bonuses  shall not exceed 100% of Mr.
Kaufman's base salary then in effect. The employment agreement may be terminated
prior to the  expiration  of the  agreement  upon the  mutual  agreement  of the
Company and Mr. Kaufman.  In the event Mr. Kaufman is terminated  without cause,
Mr.  Kaufman  will be paid an amount equal to his base salary then in effect for
the remaining term of the agreement.  In the event of the death or disability of
Mr.  Kaufman,  Mr.  Kaufman  and/or his estate will be paid an amount equal to 6
months salary.

     The Company entered into a two year employment  agreement with  Christopher
Davino  appointing  him as President of E-Rail  Logistics,  Inc., a wholly-owned
subsidiary of the Company.

     Mr. Davino served on the Board of Directors of E-Rail  Logistics,  Inc. and
its  parent  company,  Rail  Waste  Holdings,  LLC from 2004 to 2005 and took an
active role in overseeing  business  development  and finance at both companies.
Mr. Davino has substantial experience in the financial industry having served as
Special  Advisor for  Financo,  Inc.  from 2003 to 2004,  Managing  Director for
Miller  Buckfire  LLC  from  2002 to 2003 and  Managing  Director  for  Dresdner
Kleinwort Wasserstein from 1995 to 2002. Mr. Davino earned his bachelor's degree
in finance from Lehigh University.

     Mr. Davino will be paid an annual salary of $180,000 subject to an increase
to $240,000 based on achieving  certain revenue  milestones.  Mr. Davino will be
entitled to  participate in the Company's cash  management  incentive  bonus and
equity  incentive plans upon formation and approval by the Board of Directors of
the  Company,  provided,  however,  cash  bonuses  shall not exceed  100% of Mr.
Davino's base salary then in effect. The employment  agreement may be terminated
prior to the  expiration  of the  agreement  upon the  mutual  agreement  of the
Company and Mr. Davino. In the event Mr. Davino is terminated without cause, Mr.
Davino  will be paid an amount  equal to his base  salary then in effect for the
remaining term of the agreement.  In the event of the death or disability of Mr.
Davino,  Mr.  Davino  and/or his estate will be paid an amount equal to 6 months
salary.
The Company  entered  into a two year  employment  agreement  with  Richard
Kessler  appointing him as Chief Operating Officer of E-Rail Logistics,  Inc., a
wholly-owned subsidiary of the Company.

     Mr. Kessler served on the Board of Directors of E-Rail Logistics,  Inc. and
its  parent  company,  Rail  Waste  Holdings,  LLC from 2004 to 2005 and took an
active  role in  developing  sales at both  companies.  Prior to that and for 15
years, Mr. Kessler served as President and Chief Operating Officer of Landbridge
Intermodal Equipment Sales, Inc. a major supplier of Intermodal equipment to the
waste  industry.  Landbridge  markets a diverse  product line that  includes all
types of equipment used in the intermodal  industry.  Over the years Mr. Kessler
has  been   instrumental  in  developing   transportation   projects  for  large
corporations  such as General Electric Corp.,  Yang Ming Lines and International
Terminal Operators.  Mr. Kessler developed and built chassis conversion kits for
several  steamship  companies.   Mr.  Kessler  attended  Virginia   Commonwealth
University,  and served in the United  States  Army from 1967  through  1970 and
completed a tour of duty in Vietnam.

     Mr.  Kessler  will be paid an  annual  salary  of  $180,000  subject  to an
increase to $240,000 based on achieving certain revenue milestones.  Mr. Kessler
will be entitled to participate in the Company's cash management incentive bonus
and equity incentive plans upon formation and approval by the Board of Directors
of the Company,  provided,  however,  cash bonuses  shall not exceed 100% of Mr.
Kessler's base salary then in effect. The employment agreement may be terminated
prior to the  expiration  of the  agreement  upon the  mutual  agreement  of the
Company and Mr. Kessler.  In the event Mr. Kessler is terminated  without cause,
Mr.  Kessler  will be paid an amount equal to his base salary then in effect for
the remaining term of the agreement.  In the event of the death or disability of
Mr.  Kessler,  Mr.  Kessler  and/or his estate will be paid an amount equal to 6
months salary.

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

Item 9.01 Financial Statements and Exhibits.

         Exhibit No.        Exhibit Description
         ----------         -------------------
         10.1               Agreement and Plan of Merger dated September 8, 2005
         10.2               Note Purchase Agreement dated September 8, 2005
         10.3               Stock Issuance Agreement dated September 8, 2005
         10.4               Employment Agreement dated September 8, 2005
         10.5               Employment Agreement dated September 8, 2005
         10.6               Employment Agreement dated September 8, 2005
         99                 Press Release dated September 12, 2005
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:  September 13, 2005           /s/  Imre Eszenyi
                                     ------------------------
                                     Imre Eszenyi,
                                     Vice President
EXHIBIT INDEX

          Exhibit No.        Exhibit Description
         ----------         -------------------
         10.1               Agreement and Plan of Merger dated September 8, 2005
         10.2               Note Purchase Agreement dated September 8, 2005
         10.3               Stock Issuance Agreement dated September 8, 2005
         10.4               Employment Agreement dated September 8, 2005
         10.5               Employment Agreement dated September 8, 2005
         10.6               Employment Agreement dated September 8, 2005
         99                 Press Release dated September 12, 2005