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): October 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 5.02.  Departure of Directors, Principal Officers; Election of Directors;
            Appointment of Principal Officers
            -------------------------------------------------------------------

     (b). Resignation of Chief Executive Officer and Director

     Dr.  Janice A. Jones  resigned  as  Chartwell  International,  Inc.'s  (the
"Company")  Chief  Executive  Officer  and from the  Board of  Directors  of the
Company effective October 27, 2005.

     (c). Appointment of Acting President

     Mr. Imre  Eszenyi,  CFA, was appointed as the  Company's  Acting  President
effective October 27, 2005 and will serve until such time the Company is able to
secure a  replacement.  Mr. Eszenyi joined the Board of Directors of the Company
in 2005 as Chairman of the Board and currently  serves as Vice  President of the
Company.

     Mr.  Eszenyi  is the  founder  and is  currently  the  Managing  Partner of
Orchestra Finance L.L.P., a London-based  independent  investment firm, which is
authorized  and  regulated by the  Financial  Services  Authority.  Mr.  Eszenyi
founded the Orchestra  Companies in 2001.  Previously,  he has gained  extensive
experience in  structuring  and execution of capital  markets and private equity
transactions  globally  while  serving in various  senior  capacities  at global
investment banking firms. Mr. Eszenyi was with UBS Warburg in the Private Equity
Group  from  1997 to 2001,  Credit  Suisse  First  Boston  from 1996 to 1997 and
Bankers  Trust  from 1994 to 1996.  Most  recently  with the  Orchestra  Finance
L.L.P.,  Mr.  Eszenyi was involved in providing  financing  for fast  developing
publicly-listed  companies,  including  ThermoGenesis Corp. ("KOOL"), FX Energy,
Inc. ("FXEN") and Telkonet,  Inc.  ("TKO").  Mr. Eszenyi received an M.B.A. from
Ohio  University,  where he was  sponsored by the George Soros  Foundation,  and
attended  the  Janus  Pannonius  University  of  Economics.  He  is a  Chartered
Financial  Analyst and is a member of the Association for Investment  Management
and Research.

     Mr.  Eszenyi  has no family  relation  with any  director or officer of the
Company.

     (d). Election of Director

     On  October  27,  2005 at a  regularly  scheduled  meeting  of the Board of
Directors  of the  Company,  the Board  elected Mr.  Andrew  Kaufman to fill the
vacancy on the Board created by the  departure of Dr. Janice A. Jones.  Pursuant
to the  employment  agreement that Mr. Kaufman had entered into with the Company
on  September  8, 2005,  the Company  agreed to elect Mr.  Kaufman to the Board,
provided,   however,   Mr.  Kaufman  may  not  be  appointed  to  serve  on  the
compensation, audit, nomination and oversight committees of the Board.

     Mr. Kaufman  currently  serves as Chief Executive  Officer of the Company's
wholly owned  subsidiary,  E-Rail  Logistics,  Inc. Mr.  Kaufman served as Chief
Executive  Officer,  President  and was on the  Board  of  Directors  of  E-Rail
Logistics,  Inc. and Chief Executive  Officer of its parent company,  Rail Waste
Holdings, LLC from 2004 to


<PAGE>

2005. Prior to founding E-Rail Logistics, Mr. Kaufman was the general partner of
Greenway  Properties,  L.P., 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.

     On September 8, 2005, the Company acquired E-Rail Logistics, Inc., a wholly
owned  subsidiary  of Rail Waste  Holdings,  LLC, a New York  limited  liability
company.  At the time of the  acquisition,  Mr. Kaufman was the Chief  Executive
Officer and President of E-Rail  Logistics,  Inc. and Chief Executive Officer of
Rail  Waste  Holdings,  LLC,  and  served  on the Board of  Directors  of E-Rail
Logistics,  Inc. Mr.  Kaufman has an indirect  ownership  interest in Rail Waste
Holdings,  LLC through his  partnership  interest in Greenway  Properties,  L.P.
Simultaneous  with  the  acquisition,  the  Company  entered  into  a  two  year
employment  agreement with Mr.  Kaufman,  previously  filed and disclosed by the
Company  on Form 8 and Form  8-K/A on  September  13, and  September  14,  2005,
respectively.

     Mr.  Kaufman  has no family  relation  with any  director or officer of the
Company.




<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

                                 /s/ Imre Eszenyi
Dated:  October 31, 2005         --------------------------
                                 Imre Eszenyi,
                                 Vice President
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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): October 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 5.02.  Departure of Directors, Principal Officers; Election of Directors;
            Appointment of Principal Officers
            -------------------------------------------------------------------

     (b). Resignation of Chief Executive Officer and Director

     Dr.  Janice A. Jones  resigned  as  Chartwell  International,  Inc.'s  (the
"Company")  Chief  Executive  Officer  and from the  Board of  Directors  of the
Company effective October 27, 2005.

     (c). Appointment of Acting President

     Mr. Imre  Eszenyi,  CFA, was appointed as the  Company's  Acting  President
effective October 27, 2005 and will serve until such time the Company is able to
secure a  replacement.  Mr. Eszenyi joined the Board of Directors of the Company
in 2005 as Chairman of the Board and currently  serves as Vice  President of the
Company.

     Mr.  Eszenyi  is the  founder  and is  currently  the  Managing  Partner of
Orchestra Finance L.L.P., a London-based  independent  investment firm, which is
authorized  and  regulated by the  Financial  Services  Authority.  Mr.  Eszenyi
founded the Orchestra  Companies in 2001.  Previously,  he has gained  extensive
experience in  structuring  and execution of capital  markets and private equity
transactions  globally  while  serving in various  senior  capacities  at global
investment banking firms. Mr. Eszenyi was with UBS Warburg in the Private Equity
Group  from  1997 to 2001,  Credit  Suisse  First  Boston  from 1996 to 1997 and
Bankers  Trust  from 1994 to 1996.  Most  recently  with the  Orchestra  Finance
L.L.P.,  Mr.  Eszenyi was involved in providing  financing  for fast  developing
publicly-listed  companies,  including  ThermoGenesis Corp. ("KOOL"), FX Energy,
Inc. ("FXEN") and Telkonet,  Inc.  ("TKO").  Mr. Eszenyi received an M.B.A. from
Ohio  University,  where he was  sponsored by the George Soros  Foundation,  and
attended  the  Janus  Pannonius  University  of  Economics.  He  is a  Chartered
Financial  Analyst and is a member of the Association for Investment  Management
and Research.

     Mr.  Eszenyi  has no family  relation  with any  director or officer of the
Company.

     (d). Election of Director

     On  October  27,  2005 at a  regularly  scheduled  meeting  of the Board of
Directors  of the  Company,  the Board  elected Mr.  Andrew  Kaufman to fill the
vacancy on the Board created by the  departure of Dr. Janice A. Jones.  Pursuant
to the  employment  agreement that Mr. Kaufman had entered into with the Company
on  September  8, 2005,  the Company  agreed to elect Mr.  Kaufman to the Board,
provided,   however,   Mr.  Kaufman  may  not  be  appointed  to  serve  on  the
compensation, audit, nomination and oversight committees of the Board.

     Mr. Kaufman  currently  serves as Chief Executive  Officer of the Company's
wholly owned  subsidiary,  E-Rail  Logistics,  Inc. Mr.  Kaufman served as Chief
Executive  Officer,  President  and was on the  Board  of  Directors  of  E-Rail
Logistics,  Inc. and Chief Executive  Officer of 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,  L.P., 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.

     On September 8, 2005, the Company acquired E-Rail Logistics, Inc., a wholly
owned  subsidiary  of Rail Waste  Holdings,  LLC, a New York  limited  liability
company.  At the time of the  acquisition,  Mr. Kaufman was the Chief  Executive
Officer and President of E-Rail  Logistics,  Inc. and Chief Executive Officer of
Rail  Waste  Holdings,  LLC,  and  served  on the Board of  Directors  of E-Rail
Logistics,  Inc. Mr.  Kaufman has an indirect  ownership  interest in Rail Waste
Holdings,  LLC through his  partnership  interest in Greenway  Properties,  L.P.
Simultaneous  with  the  acquisition,  the  Company  entered  into  a  two  year
employment  agreement with Mr.  Kaufman,  previously  filed and disclosed by the
Company  on Form 8 and Form  8-K/A on  September  13, and  September  14,  2005,
respectively.

     Mr.  Kaufman  has no family  relation  with any  director or officer of the
Company.
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

                                 /s/ Imre Eszenyi
Dated:  October 31, 2005         --------------------------
                                 Imre Eszenyi,
                                 Vice President