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 3, 2005
CHARTWELL INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-27395 95-3979080
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
333 South Allison Parkway, Suite 100, Lakewood, CO 80226
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(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code: (303) 804-0100
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Check the appropriate box below if the Form 8-K filing is intended tosimultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions.
[_] Written communications pursuant to Rule 425 under the Securities Act(17 CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act(17 CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the ExchangeAct (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the ExchangeAct (17 CFR240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
None
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 - Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
None
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
Item 2.06 Material Impairments
None
Section 3 - Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
None
Item 3.02 Unregistered Sales of Equity Securities
None
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Account
None
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
None.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
None
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
None
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.
None
Section 6 - [Reserved]
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
None
Section 8 - Other Events
Item 8.01 Other Events
On March 3, 2005 Chartwell International, Inc. (CWII.OB) filed an 8-K declaring a divdend one share of its wholly owned subsidiary, Kingsley Capital, Inc. ("Kingsley"), for each share of Chartwell owned. Chartwell International has amended its record date, reported on March 3, 2005, for the dividend of shares of Kingsley Capital, Inc., its subsidiary, to March 18, 2005. All shares being issued in the dividend of Kingsley Capital, Inc. are restricted, and Kingsley Capital, Inc. isnot a publicly traded company. It is the intent that Kingsley Capital, Inc. be the liquidation vehicle for non-operating assets from Chartwell. For any questions contact Janice Jones at 303.804.0100
Signatures
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 thereunto duly authorized.
Date: March 3, 2005 CHARTWELL INTERNATIONAL, INC.
By: /s/ Janice Jones
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Dr. Janice Jones, CEO