SECURTIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Schedule 14f-1

REPORT OF CHANGE IN MAJORITY OF DIRECTORS

INFORMATION PURSUANT TO SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14(F)-1 THEREUNDER

CHARTWELL INTERNATIONAL, INC.
-----------------------------
(Exact name of Registrant as specified in its charter)

Nevada 005-59509 95-3979080

(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)

333 South Allison Parkway, Suite 100
Lakewood, CO 80226
(Address pf principal executive offices, including Zip Code)

Registrant's telephone number, including area code: (304) 345-8700

Chartwell International, Inc.
333 South Allison Parkway, Suite 100
Lakewood, CO 80226
Information Statement
Report of Change in Majority of Directors

April 14, 2005

Introduction

This Information Statement is being furnished by Chartwell International,
Inc. (the "Company") pursuant to Section 14(f) of the Securities Exchange Act of
1934 and Rule 14f-1 thereunder, in connection with the sale of 90% of the
outstanding common stock of the Company by certain stockholders of the Company
and by the Company to Imre Eszenyi. As a result of this transaction, there will
be a change in the Company's board of directors and officers.

The change of directors is anticipated to occur on April 25, 2005 which is
approximately ten days after the date on which this Information Statement is
filed with the Securities and Exchange Commission and mailed to all the holders
of record of the Company's common stock. The change in officers will occur
shortly thereafter. This Information Statement is being mailed on or about April
14, 2005 to all holders of record on such date.

Voting Securities

There are currently 50,000,000 shares of the Company's common stock
outstanding. The Company has no other securities outstanding.

Change in Control

On March 23, 2005, the Company, Janice A. Jones, John J. Grace and their
Affiliates (J View II Limited Partnership and Bellaire Group, LLC.), Alice M.
Gluckman, William R. Willard and Rick N. Newton (collectively the "Selling
Stockholders") and Imre Eszenyi entered into a transaction where Mr. Eszenyi
purchased 90% of the outstanding shares of the Company. Under the Share Purchase
Agreement between the Company, the Selling Stockholders and Mr. Eszenyi, Mr.
Eszenyi paid $250,000 to purchase 19,161,567 shares of common stock of the
Company from Selling Stockholders and the right to cancel the options to
purchase 2,359,679 shares of common stock. As part of the Share Purchase
Agreement, Imre Eszenyi entered into a Subscription Agreement with the Company
whereby Mr. Eszenyi purchased 25,838,433 shares of the Company for an aggregate
purchase price of $200,000. The Company will use the $200,000 proceeds to payoff
a note payable to Kingsley Capital, Inc. Further, pursuant to the Share Purchase
Agreement, Dr. Jones and her Affiliates (J View II Limited Partnership and
Bellaire Group, LLC.) and the Company entered into an Escrow Agreement, where
Dr. Jones and affiliates escrowed 1,302,322 shares of their common stock in
order to protect the Company and Mr. Eszenyi in the event they are damaged by
any misrepresentation made by the Company or the Selling Stockholders contained
in the Share Purchase Agreement or in the event the Company incurs expenses
related to any claim made against it for assets owned or liabilities incurred
prior to March 23, 2005. Prior to the transaction, Mr. Eszenyi did not own any
shares of the Company. He used his personal funds to purchase the shares.

The Company's Board of Directors currently consists of seven members
consisting of Mr. Imre Eszenyi, Mr. Charles Srebnik, Mr. David Adams, Dr. Janice
Jones, Ms. Alice M. Gluckman, Mr. William R. Willard and Mr. Rick N. Newton.
Pursuant to the Share Purchase Agreement, Mr. Eszenyi will have the right to
appoint a majority of the Company's Board of Directors and Messrs. Eszenyi,
Srebnik and Adams were appointed to the Board in March and April of 2005. It is
anticipated that ten days after this Information Statement is mailed to the
stockholders, Ms. Alice M. Gluckman, Mr. William R. Willard and Mr. Rick N.
Newton will resign. Mr. Eszenyi, Mr. Srebnik, Mr. Adams and Dr. Jones will
remain as Board members. Dr. Jones will continue to be the Company's Chief
Executive Officer until the Company amends certain of its prior periodic reports
filed with the SEC writing off certain assets.

Directors and Executive Officers

The following table sets forth certain information for each officer and
director of the Company after the change in officers and directors.

Name Age Position Since
- ---- --- -------- -----
Imre Eszenyi 37 Director 2005
Charles Srebnik 71 Director 2005
David Adams 47 Director, Secretary 2005
Janice A. Jones, Ph.D. 56 Chairperson, Chief Executive Officer 1990
and Treasurer

Pursuant to our Certificate of Incorporation and By-Laws, the members of
our Board of Directors serve for one-year terms. There are no family
relationships by and between any members of our management except for Dr. Jones
and John Grace, Senior Advisor, who are spouses. The number of directors range
from three to seven. The board will reduce the number of directors to four.

Mr. Imre Eszenyi, CFA, is founder and Managing Partner of Orchestra Finance
L.L.P., a London-based independent investment firm. Mr. Eszenyi joined the Board
of the Company in 2005. Previously, he has gained extensive experience in
structuring and execution of capital markets and private equity transactions
globally. He served in various senior capacities at UBS Warburg in the Private
Equity Group, Credit Suisse First Boston and Bankers Trust. Most recently, 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.

Charles Srebnik has been engaged in the Investment Banking industry for
more than four decades. Between 1975 and 1980, he served as the Director of
Special Situations in the Corporate Finance Department of D.H. Blair & Co., Inc.

In 1981 he co-founded Genetic Engineering, Inc. (a biotechnology company) and
served as its Chairman of the Board of Directors and President. He served until
the company was acquired by Miller Diversified Corporation in 1992. In 1993, he
was elected Chairman of the Rockland Bioscience Park Corporation. He is a life
member of the World Simmental Federation and a member of the Holstein
Association. He is currently an independent financial consultant and was a
contractor to the Resolution Trust Corporation as well as managing a privately
held family fund.

David Adams is a shareholder of the law firm of Bartel Eng & Schroder
representing public and private corporations in the areas of intellectual
property, corporate finance, mergers and acquisition, and regulatory matters.
From November 1996 to 2000, he served as General Counsel and V.P of Business
Development for ThermoGenesis Corporation. Mr. Adams received his Bachelor of
Arts Degree in Psychology, with High Distinction, from the University of
Colorado, Colorado Springs in 1984, and his Juris Doctorate, with Distinction,
from the University of the Pacific, McGeorge School of Law in 1988.

Janice A. Jones, Ph.D., has been our Director since inception and
Chairperson of our Board of Directors, Chief Executive Officer and Treasurer
since August 1990. Her positions with the Company and College Partnership, Inc.
("CPI") have been her full time occupation from 1990 to 2005. She is also a
director and Corporate Secretary of College Partnership, a publicly held company
registered under the Securities Exchange Act of 1934, and President and a
director of National College Recruiting Association, Inc. In 1979, she formed
The Chartwell Group, Inc., an investment banking and financial relations firm
that served emerging growth companies and is currently dormant. Dr. Jones
received a Ph.D in Social Sciences from Yeshiva University in 1980, a Masters
degree in 1976 in Social Sciences from Yeshiva University, and a Bachelor of
Arts degree from Hunter College in 1973. She received the Hunter College Hall of
Fame Award in 1986. She devotes substantially all of her business time to CPI
and our business activities.

Resigning Directors

Alice M. Gluckman, age 60, has been our Director since June, 1993. Ms.
Gluckman is also Corporate Secretary and a director of National College
Recruiting Association, Inc. From April, 2002 to the present, Ms. Gluckman has
been Executive Assistant to the Executive Director of the Spondylitis
Association of America, a non-profit organization. Spondylitis is an arthritic
disease of the spine. From June 1997 to March, 2002, Ms. Gluckman was Assistant
to the Executive Director at Johns Hopkins University Institute for the
Advancement of Youth (Programs for Gifted Youth), Los Angeles, CA. From January
1997 to June 1997, she was President and owner of A & J Enterprises, a privately
held California secretarial business. From 1987 to 1994, Ms. Gluckman was
Executive Secretary for us.

William R. Willard, age 63, has been our Director and consultant since
April 1997. Mr. Willard is actively involved with public offerings, private
placements, mergers and acquisitions and other corporate finance activities both
domestically and internationally at Bridgestream Partners, L.L.C. since May
1992, where he is Managing Partner and owns 100% of the membership interest.
Prior to that time, he formed Willard Capital Group Ltd. in 1988. Prior to
forming Willard Capital Group Ltd., Mr. Willard was First Vice President in
Corporate Finance for Bateman Eichler, Hill Richards, Inc. Mr. Willard has
diverse experience at several other investment banking firms, consulting firms
and an advertising firm. Mr. Willard received a Bachelor of Science degree in
Political Science and International Relations from the University of Wisconsin
in 1965 and an M.B.A. in Finance and International Business from the University
of Chicago, Graduate School of Business in 1971. He also attended the Sorbonne
(Paris, France) where he received his Court Practique certificate.

Rick N. Newton, age 54, has been a Director since December 2000. From
November 1996 to March 1999, he was Director of Corporate Finance Services at
American Express Co., Denver, Colorado. From April 1990 to October 1996, he was
CEO of Systems Science Institute. Mr. Newton has more than 28 years of
multi-industry experience ranging from start-up to Fortune 500 companies. He
graduated from the University of Colorado with a Degree in Engineering. He also
serves on the Board of Directors of College Partnership, a publicly held company
registered under the Securities Exchange Act of 1934.

Committees of the Board

Currently, the Board of Directors has a compensation committee and audit
committee. The Board of Directors of the Company held one regular meeting in
2004. All directors attended 75% or more of the aggregate number of the board of
director and committee meetings on which each director served.

After the change in the Board of Directors, it is anticipated that
initially, in light of the limited number of directors, that Board of directors
will not have a separate compensation and audit committee. These functions will
be handled by the entire Board. Further, the Company will not initially have an
audit committee financial expert.

In the future, as the Company grows, it is anticipated that Board of
Directors will form separate compensation and audit committees which will
include an audit committee financial expert.

Audit Committee

The Audit Committee of the Board of Directors makes recommendations
regarding the retention of independent auditors, reviews the scope of the annual
audit undertaken by our independent auditors and the progress and results of
their work and reviews our financial statements, internal accounting and
auditing procedures and corporate programs to ensure compliance with applicable
laws. The Audit Committee reviews the services performed by the independent
auditors and determines whether they are compatible with maintaining the
independent auditor's independence. The Audit Committee does not have a Charter.
The members of the Audit Committee in 2004 were Rick N. Newton and William R.
Willard.

Compensation Committee

The Compensation Committee of the Board of Directors reviews and approves
executive compensation policies and practices, reviews salaries and bonuses for
our officers and considers other matters as may, from time to time, be referred
to them by the Board of Directors. The members of the Compensation Committee in
2004 were William R. Willard and Alice M. Gluckman.

Compensation Committee Interlocks and Insider Participation

Alice M. Gluckman and William R. Willard served on the Compensation
Committee. There are no compensation committee interlocks or insider
participation on our compensation committee.

Nominations to the Board of Directors

Our directors take a critical role in guiding our strategic direction and
oversee the management of the Company. Board candidates are considered based
upon various criteria, such as their broad-based business and professional
skills and experiences, a global business and social perspective, concern for
the long-term interests of the stockholders and personal integrity and judgment.
In addition, directors must have time available to devote to Board activities
and to enhance their knowledge in the growing business. Accordingly, we seek to
attract and retain highly qualified directors who have sufficient time to attend
to their substantial duties and responsibilities to the Company.

The Board of Directors does not have a nominating committee. The Board
believes given the diverse skills and experience required to grow the Company
that the input of all members is important for considering the qualifications of
individuals to serve as directors. The Board recommends a slate of directors for
election at the annual meeting, when held.

In carrying out its responsibilities, the Board will consider candidates
suggested by stockholders. If a stockholder wishes to formally place a
candidate's name in nomination, however, he or she must do so in accordance with
the provisions of the Company's Bylaws. Suggestions for candidates to be
evaluated by the Board must be sent to the Corporate Secretary, David Adams, c/o
Bartel Eng & Schroder, 1331 Garden Highway, Suite 300, Sacramento, CA 95833.

Audit Committee Report

The Audit Committee reviews the Company's internal accounting procedures,
consults with and reviews the services provided by the Company's independent
accountants and makes recommendations to the Board of Directors regarding the
selection of independent accountants. In fulfilling its oversight
responsibilities, the Committee has reviewed and discussed the audited financial
statements with management and discussed with the independent auditors the
matters required to be discussed by SAS 61. Management is responsible for the
financial statements and the reporting process, including the system of internal
controls. The independent auditors are responsible for expressing an opinion on
the conformity of those audited financial statements with generally accepted
accounting principles.

The Committee discussed with the independent auditors, the auditors'
independence from the management of the Company and received written disclosures
and the letter from the independent accountants required by Independence
Standards Board Standard No. 1.

After the review of the items mentioned above, the Committee recommended to
the Board that the audited financial statement be included in the Company's
Annual Report on Form 10-KSB for the year ended July 31, 2004.

Respectfully Submitted,
Audit Committee of
Chartwell International, Inc.,

Rick N. Newton
William R. Willard

Board Compensation

The three non-employee directors received $2,000 as compensation for their
services as directors during the fiscal year 2004, $1,000 relating to their
service for 2003 and $1,000 relating to their service for 2004. In addition,
$3,000 was accrued for each of the three directors for their service for 2004.

Executive Compensation

The following table sets forth the compensation of our Chief Executive
Officer during the past three years ended July 31, 2004, 2003, and 2002. No
other officer, director or employee received annual compensation in excess of
$100,000 during the last fiscal year.

SUMMARY COMPENSATION TABLE

Long Term Compensation
------------------------------------------------------
Annual Compensation Awards Payouts
------------------------- ------------------------ ---------

Other
Annual Restricted
Compen- Stock Securities LTIP
Name and sation Award(s) Underlying Payout All Other
Principal Position Year Salary Bonus ($) ($) Options(#) ($) Compensation(1)
- -------------------------------------------------------- ------------------------ ---------------------------
Dr. Janice A. Jones, 2004 $0 $0 $0(2) $0 0 $0 $25,333
CEO and Chairperson 2003 $0 $0 $60,000(3) $0 0 $0 $32,800
2003 $0 $0 $60,000(4) $0 0 $0 $34,400

(1) Consists of personal use of trade credits from barter exchanges and auto
allowance totaling approximately $4,900, $12,400, and $14,000 in 2004, 2003, and
2002, respectively and payments of $20,400 by us on a life insurance policy for
the benefit of a family trust in each fiscal year.
(2) Dr. Jones agreed to forego salary and auto allowance payments under her
compensation agreement effective August 1, 2003, through July 31, 2004, in
exchange for modifications to her option agreements. (3) Includes $17,302 in
deferred compensation due November 1, 2007.
(4) Includes $60,000 in deferred compensation, due November 1, 2004. This
deferred compensation was paid in fiscal 2003 by the issuance of the Company's
common stock.

Stock Options and Warrants

We have no formal stock option plan which has been adopted as of the date
of this Information Statement. However, we may adopt such a plan in the future.

Repricing of Option in 2004

On June 30, 2004, the Company agreed to cancel existing options to purchase
shares of common stock to its CEO (including entities of which the CEO is 100%
owner) and its senior advisor totaling 2,316,579 options and reissue these
options with new 5 year options with a strike price of $.02 per share and
expiring June 30, 2009. These options carried a "cashless" option feature. These
individuals had agreed to continue to forego payments under their compensation
agreements through July 31, 2004. There were no additional stock options granted
or exercised in the fiscal year ended July 31, 2004. Pursuant to the Share
Purchase Agreement, all option holders agreed to cancel their outstanding
options to purchase common stock. As of March 28, 2005, there are no options
outstanding.

The following table sets forth the options granted to Dr. Jones, our CEO,
and John J. Grace, our Senior Advisor, during the past fiscal year ended July
31, 2004.

OPTION GRANTS IN LAST FISCAL YEAR

Individual Grants
---------------------------------------------------------

Number of Securities %of Total Options
Underlying Options Granted to Exercise or
Granted (#) Employees in Fiscal Base Price Expiration
Name Year ($/Sh) Date
- ---------------------- -------------------- ----------------------- --------------- -----------
Dr. Janice A. Jones(1) 1,816,579 78% $0.02 June 30, 2009
John J. Grace(1) 500,000 22% $0.02 June 30, 2009

(1) Dr. Jones and Mr. Grace are spouses.

The following table sets forth the fiscal year end option values for our
CEO and our Senior Advisor.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Value of
Number of Unexercised In-the
Unexercised Money Options
Options at FY-End(#) at FY-End($)(1)

Name Shares Acquired Value Exercisable/ Exercisable/
on Exercise(#) Realized($) Unexercisable Unexercisable
- ------------------- --------------- ----------- ------------- --------------
Dr. Janice A. Jones - - 1,816,579/0 $90,829/0
John J. Grace 500,000/0 $25,000/0

(1) Market price at July 31, 2004, for a share of common stock was $0.05.

Employment Contract

On February 1, 2001, the Company entered into an employment agreement with
Dr. Jones whereby she agreed to serve as the Chairperson and Chief Executive
Officer and receive compensation equal to $60,000 and $20,000 in barter credits
subject to annual increases determined by the Board of Directors. Dr. Jones is
eligible to receive bonuses as determined by the Board of Directors. The
Agreement includes a covenant not to compete with the Company for three years
after termination of the employment agreement (or one year, if Dr. Jones is
terminated without cause). The employment agreement is for five years with
annual renewals. This employment contract was terminated in connection with the
Share Purchase Agreement.

Compliance with Section 16(a)
of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than 10% of the Common Stock, to file with the Securities
and Exchange Commission (the "SEC") initial and transactional reports of
beneficial ownership and other equity securities of the Company. Officers,
directors and greater than 10% stockholders of the Company are required by SEC
regulations to furnish to the Company copies of all Section 16(a) reports that
they file. To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company, all Section 16(a) filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with for the year ended July 31, 2004.

Certain Relationships and Related Transactions

As of July 31, 2004, we had $528,666 due to Dr. Jones and Mr. Grace. These
notes payable and long term debt are evidenced by promissory notes, and are
primarily collateralized by our shares in CPI and our investments. In addition,
we had $14,489 in net notes receivable from College Partnership.

The following are notes due to related parties consisted of the following:

July 31,
2004 2003
---------- --------
Note payable to an officer due $582 $3,582
November 1, 2007,
with interest at 8%

Notes payable to a key advisor, due $451,821 $418,821
November 1, 2007, with interest at 8%,
primarily collateralized by the Company's
shares in CPI and its investments

Accrued interest on above notes, not $45,211 $8,431
required to be paid during the fiscal
year ending July 31, 2005

Other $31,052 $26,057

Total $528,666 $456,891

In fiscal 2004, the Company received 480,357 shares of CPI common stock in
payment of certain related party liabilities totaling $100,875.

In January 2005, the Company transferred its real estate, mineral claims,
assets, liabilities, including the notes discussed above, and operations to
Kingsley Capital, Inc. ("Kingsley") which was a wholly owned subsidiary of the
Company at that time. The Board determined that due to the costs of
Sarbanes-Oxley compliance of a public reporting company, the Company's
shareholders would be better served by receiving a dividend of shares in a
private company to which all of the Company's assets, liabilities and operations
had been transferred. As a result, the Board approved the spin-off of Kingsley
pro-rata to shareholders as of March 2, 2005 as a dividend, with the express
intent that Kingsley will remain private and not seek to be a public trading
entity. The Company intends to pursue an orderly plan of liquidation in order to
maximize value to its shareholders.

Also, effective January 31, 2005, in consideration of part of the
assumption of outstanding debt of the Company, Kingsley was issued a $200,000
promissory note by the Company, due in six months. The $200,000 in proceeds from
the subscription agreement that was entered into as part of the Share Purchase
Agreement was used to pay-off the $200,000 promissory note.

Security Ownership of Certain
Beneficial Owners and Management

The following table sets forth, as of the date of this Report, the number
and percentage of outstanding shares of our common stock owned by (i) each
person known to us to beneficially own more than 5% of our outstanding common
stock, (ii) each director, (iii) each named executive officer, and (iv) all
executive officers and directors as a group. Share ownership is deemed to
include all shares that may be acquired through the exercise or conversion of
any other security immediately or within the next sixty days. Such shares that
may be so acquired are also deemed outstanding for purposes of calculating the
percentage of ownership for that individual or any group of which that
individual is a member. Unless otherwise indicated, the stockholders listed
possess sole voting and investment power with respect to the shares shown.

No. of Shares
Name Common Stock Percent
----- --------------- -------
Janice A. Jones, Ph.D. 1,302,322(1) 2.6%

William R. Willard (2) 0 0

Alice M. Gluckman (2) 0 0

Rick N. Newton(2) 0 0

Imre Eszenyi 45,000,000 90%
No. 7 Inverness Gardens
London W8 4RN
United Kingdom

Charles Srebnik 0 0

David Adams 0 0

All directors and executive 46,302,332 92.6%
officers as a group(7 persons)

(1) Includes 800,100 share held in trust for Dr. Jones' Children and
100,000 shares owned by Dr. Jones' husband, which Dr. Jones disclaims
beneficial ownership. Also, includes 151,321 shares owned by Bellaire
Group LLC, which in under control of Dr. Jones.
(2) These directors are resigning from the Company.

Other Information

We file periodic reports, proxy statements and other documents with the
Securities and Exchange Commission. You may obtain a copy of these reports by
accessing the Securities and Exchange Commission's website at
http://www.sec.gov.

Chartwell International, Inc.
By Order of the Board of Directors