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): March 23, 2005
Chartwell International, Inc.
-----------------------------
(Exact name of registrant as specified in its charter)
Nevada 000-27395 95-3979080
------ --------- ----------
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
333 South Allison Parkway, Suite 100
Lakewood, Colorado 80226
------------------------
(Address and telephone number of principal executive offices) (Zip Code)
(303) 804-0100
--------------
(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 3 -- Securities and Trading Markets
- -------------------------------------------
Item 3.02 Unregistered Sales of Equity Securities.
(a) On March 23, 2005, Chartwell International, Inc. (the "Company") sold
25,838,433 shares of restricted Common Stock pursuant to a Subscription
Agreement for $200,000 to Mr. Imre Eszenyi. The proceeds of the sale were used
to payoff a $200,000 note payable to Kingsley Capital, Inc. The sale and
issuance of common stock in the private placement to Mr. Eszenyi was made by the
Company in reliance upon the exemption from registration provided under Section
4(2) of the Securities Act of 1933, as amended. The offer and sale was made in a
transaction not involving any public offering to one accredited investor as
defined in Rule 501(a) under the Securities Act. The common stock sold was
subject to transfer restrictions, and the certificates for those shares
contained an appropriate legend stating that they had not been registered under
the Securities Act and may not be offered or sold absent registration or
pursuant to an exemption therefrom.
Section 5 - Corporate Governance and Management
- -----------------------------------------------
Item 5.01 Changes in Control of Registrant.
(a) On March 23, 2005, in two separate but concurrent transactions, Imre
Eszenyi acquired 45,000,000 shares of the Company's common stock in the
aggregate pursuant to a Share Purchase Agreement and Subscription Agreement. Mr.
Eszenyi now directly owns and is the beneficial owner of 45,000,000 shares of
the Company's common stock, equal to 90% of the Company's voting securities. In
the transaction pursuant to the Share Purchase Agreement, Mr. Eszenyi purchased
from controlling affiliates of the Company 19,161,567 shares of the Company's
common stock for $250,000. Pursuant to the Subscription Agreement, Mr. Eszenyi
purchased from the Company 25,838,433 shares of the Company's common stock for
$200,000. Mr. Eszenyi used personal funds for the purchase of the shares in both
transactions. It is anticipated that Mr. Eszenyi and such other appointee as he
sees fit will become the majority of the members of the Company's Board of
Directors and that he will become an officer of the Company.
Item 5.02 Change in Director
(d) On March 28, 2005, the Board of Directors of the Company appointed Mr.
Eszenyi as a member of the Board. Pursuant to the Share Purchase Agreement, it
is anticipated that Mr. Eszenyi and a person to be appointed by him will become
the majority members of the Board. In connection with this change in the
majority of the members of the Board, the Company will file an information
statement pursuant to Rule 14f-1 of the Exchange Act.
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: March 27, 2005 /s/ Dr. Janice A. Jones
--------------------------------------------
Dr. Janice A. Jones, Chief Executive Officer