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): July 11, 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

     On July 11, 2005,  Chartwell  International,  Inc. (the "Company")  entered
into a Purchase and Sale  Agreement  with Railway &  Industrial  Services,  Inc.
("RIS"),  relating to the Company's purchase of 95 retrofitted railcars from RIS
for a total aggregate purchase price of $4,085,000.

     Under the  terms of the  Purchase  and Sale  Agreement  with RIS,  RIS will
refurbish the railcars  pursuant to the  modifications  requested by the Company
and will deliver the railcars as they are modified.  A deposit of $1,425,000 was
made by the Company  concurrent  with the  execution  of the  Purchase  and Sale
Agreement. The balance of the purchase price is to be paid in 95 installments of
$28,000, which shall be due and payable upon the delivery and acceptance of each
railcar.

     For more  information,  see Purchase and Sale Agreement  attached hereto as
Exhibit 10.1.

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

Item 9.01 Financial Statements and Exhibits.

        Exhibit No.                Exhibit Description
        -----------                -------------------

         10.1            Purchase and Sale Agreement dated July 11, 2005
         99              Press  Release  dated July 13,  2005 titled " Chartwell
                         International Acquires Fleet of 95 Rail Cars."



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

<PAGE>


                                  EXHIBIT INDEX

        Exhibit No.      Exhibit Description
        -----------      -------------------

          10.1           Purchase and Sale Agreement dated July 11, 2005
          99             Press  Release  dated July 13,  2005 titled " Chartwell
                         International Acquires Fleet of 95 Rail Cars."
[{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "secsgml_size_bytes": 4470}]
{"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": "05953371"}, "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): July 11, 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

     On July 11, 2005,  Chartwell  International,  Inc. (the "Company")  entered
into a Purchase and Sale  Agreement  with Railway &  Industrial  Services,  Inc.
("RIS"),  relating to the Company's purchase of 95 retrofitted railcars from RIS
for a total aggregate purchase price of $4,085,000.

     Under the  terms of the  Purchase  and Sale  Agreement  with RIS,  RIS will
refurbish the railcars  pursuant to the  modifications  requested by the Company
and will deliver the railcars as they are modified.  A deposit of $1,425,000 was
made by the Company  concurrent  with the  execution  of the  Purchase  and Sale
Agreement. The balance of the purchase price is to be paid in 95 installments of
$28,000, which shall be due and payable upon the delivery and acceptance of each
railcar.

     For more  information,  see Purchase and Sale Agreement  attached hereto as
Exhibit 10.1.

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

Item 9.01 Financial Statements and Exhibits.

        Exhibit No.                Exhibit Description
        -----------                -------------------

         10.1            Purchase and Sale Agreement dated July 11, 2005
         99              Press  Release  dated July 13,  2005 titled " Chartwell
                         International Acquires Fleet of 95 Rail Cars."
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:  July 13, 2005                   /s/ Imre Eszenyi
                                        ----------------------------------------
                                        Imre Eszenyi,
                                        Vice President
EXHIBIT INDEX

        Exhibit No.      Exhibit Description
        -----------      -------------------

          10.1           Purchase and Sale Agreement dated July 11, 2005
          99             Press  Release  dated July 13,  2005 titled " Chartwell
                         International Acquires Fleet of 95 Rail Cars."