dn-93577
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 12b-25


                           NOTIFICATION OF LATE FILING

                                                            Commission File No.
                                                                 0-27395

(Check One): |X| Form 10-K |_| Form 20-F |_| Form 11-K |_| Form 10-Q |_| Form
N-SAR

          For Period Ended:     July 31, 2002
                            ---------------------
          [  ]     Transition Report on Form 10-K
          [  ]     Transition Report on Form 20-F
          [  ]     Transition Report on Form 11-K
          [  ]     Transition Report on Form 10-Q
          [  ]     Transition Report on Form N-SAR
          For the Transition Period Ended:
                                          ------------------------------------


If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION

Chartwell International, Inc..
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Full Name of Registrant

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Former Name if Applicable

333 South Allison Parkway, Suite 100
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Address of Principal Executive Office (Street and Number)

Lakewood, Colorado 80226-3115
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City, State and Zip Code






PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check appropriate box)

|X|       (a)  The reasons described in reasonable detail in Part III of this
               form could not be eliminated without unreasonable effort or
               expense;

|X|       (b)  The subject annual report, semi-annual report, transition report
               on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
               will be filed on or before the fifteenth calendar day following
               the prescribed due date; or the subject quarterly report of
               transition report on Form 10-Q, or portion thereof will be filed
               on or before the fifth calendar day following the prescribed due
               date; and

|_|       (c)  The accountant's statement or other exhibit required by Rule
               12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

On October 29, 2002, the Company received further correspondence from the
Securities and Exchange Commission regarding the Company's accounting for its
mineral properties. Based on this additional correspondence and the Company's
continuing dialog with the SEC staff, the Company is assessing the need for
additional or changed disclosure in its Form 10-KSB for the year ended July 31,
2002. Because the additional correspondence from the SEC staff was received on
the due date for the Form 10-KSB, the Company was unable to complete its
assessment by such date without unreasonable effort or expense.






PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

            Janice A. Jones              (303)            804-0100
    --------------------------------    ---------     ----------------
                 (Name)                (Area Code)   (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s). |X| Yes |_| No

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(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof? |X| Yes |_| No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

     The Company's net loss will decrease from approximately $(500,000) for
     fiscal 2001 to less than $(300,000) for fiscal 2002, and its net loss per
     share will decrease from $(0.01) for fiscal 2001 to $(0.00) for fiscal
     2002.




                          Chartwell International, Inc.
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                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date   October 30, 2002                     By:   /s/  Janice A. Jones
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                                                       Janice A. Jones, Ph.D.,
                                                       Chief Executive Officer