As filed with the Securities and Exchange Commission on February 8, 2001.

                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

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

         UTAH                                                76-0279816
State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

330 Washington Blvd., Marina Del Rey, California             90292
(Address of principal executive offices)                    (Zip Code)

                        Consulting Compensation Agreement
                            (Full Title of the Plan)

                                 J. Michael Heil
                                President and CEO
                             124 Ferry Street, S.W.
                              Albany, Oregon 97321
                     (Name and Address of Agent For Service)

                                 (541) 791-4183
          (Telephone Number, Including Area Code of Agent For Service)

                          Copies of Communications to:
                             George G. Chachas, Esq.
                                Wenthur & Chachas
                     4180 La Jolla Village Drive, Suite 500
                           La Jolla, California 92037
                                 (858) 457-3800

                         Calculation of Registration Fee
<TABLE>
<CAPTION>

  =====================     =====================     =====================     =====================     =====================
  <S>                       <C>                       <C>                       <C>                       <C>
                                                            Proposed                  Proposed
   Title Of Securities          Amount To Be            Maximum Offering          Maximum Aggregate             Amount Of
    To Be Registered             Registered              Price Per Share            Offering Price          Registration Fee
  ---------------------     ---------------------     ---------------------     ---------------------     ---------------------
    Common Stock, par
    value $0.001 per            50,000 Shares               $0.50(1)                  $25,000(2)                 $6.60
         share
  ---------------------     ---------------------     ---------------------     ---------------------     ---------------------
</TABLE>

     (1)  Estimated  solely  for the  purpose of  calculating  the amount of the
          registration  fee pursuant to Rule  457(h)(1) of the Securities Act of
          1933, as amended,  (the "Securities Act"), and based on the average of
          the bid and ask price of the Common Stock, as reported by the American
          Stock Exchange, on December 18, 2000.



                                   Page 1 of 7

<PAGE>
                                     PART I.
                                     ------

                Information Required In Section 10(A) Prospectus
                ------------------------------------------------

     Chequemate  International,  Inc.,  doing  business  as C-3D  Digital,  Inc.
("C-3D") is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance  therewith files
quarterly, annual and periodic reports and other information with the Securities
& Exchange Commission  ("Commission").  The Registration Statement, such reports
and other information may be inspected and copies may be obtained, at prescribed
rates, at the Commission's Public Reference Section,  Judiciary Plaza, 450 Fifth
Street, NW, Washington, D.C. 20549, as well as the following regional offices: 7
World Trade Center, New York, New York 10048 and 500 West Madison Street,  Suite
1400, Chicago,  Illinois 60661. The Commission maintains a Website that contains
reports and other information  regarding  reporting companies under the Exchange
Act, including C-3D, at http://www.sec.gov.

     The document or documents  containing the  information  specified in Part I
are not required to be filed with the Securities and Exchange Commission ("SEC")
as part of the S-8 Registration  Statement.  Information required to be given to
Plan Participants is separately delivered in accordance with the requirements of
Form  S-8  and  is  not  included  or set  out  under  this  item.  The  written
compensation  contract  ("Plan") simply provides for the  registration of shares
issued to consultants acquired under the agreements.

                                    PART II.
                                    --------

               Information Required in the Registration Statement
               --------------------------------------------------

Item 3.  Incorporation of Documents by Reference
-------  ---------------------------------------

     Chequemate  International,  Inc., (the "Registrant") hereby incorporates by
reference into this Registration  Statement the following  documents  previously
filed with the Securities and Exchange Commission (the "Commission"):

          (a) The  Registrant's  Prospectus dated March 17, 2000, filed pursuant
     to Rule  424(b)(3) in connection  with the  Registration  Statement on Form
     S-3, dated March 28, 2000, as amended (Commission File Number 333-72797).

          (b) All reports filed by the Registrant  pursuant to Sections 13(a) or
     15(d) of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
     Act"), since March 31, 2000.

          (c) The description of the Registrant's  Common Stock set forth in the
     Registrant's  Registration  Statement  on Form  8-A,  dated  May 26,  1999,
     (Commission File Number 001-15043), including any amendment or report filed
     for the purpose of updating such description.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
     Sections  13(a),  13(c),  14 and 15(d) of the  Exchange  Act,  prior to the
     filing of a post-effective  amendment to this Registration  Statement which
     indicates  that all of the shares of Common Stock offered have been sold or
     which deregisters all of such shares then remaining unsold, shall be deemed
     to be incorporated by reference in this Registration  Statement and to be a
     part hereof from the date of filing of such documents (such documents,  and
     the  documents   enumerated  above,   being  hereinafter   referred  to  as
     "Incorporated Documents").


                                  Page 2 of 7
<PAGE>
          Any statement contained in an Incorporated Document shall be deemed to
     be modified or superseded  for purposes of this  Registration  Statement to
     the extent that a statement  contained herein or in any other  subsequently
     filed  Incorporated  Document  modifies or supersedes such  statement.  Any
     statement  so  modified  or  superseded  shall not be deemed,  except as so
     modified  or  superseded,   to  constitute  a  part  of  this  Registration
     Statement.

Item 4.  Description of Securities.
-------  --------------------------

         Not applicable.

     The description of the rights and provisions applicable to the Common Stock
are set forth in the Registrant's  Registration Statement on Form 8-A, dated May
26,  1999,  (Commission  File  Number  001-15043),  which  are  incorporated  by
reference into this Registration  Statement pursuant to Item 3(c), including any
amendment or report filed for the purpose of updating such description,

Item 5.  Interests of Named Experts and Counsel.
-------  ---------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
-------  ------------------------------------------

     Officers and directors of  Registrant  are subject to  indemnification  for
ordinary and customary  acts taken on behalf of the  corporation  to the maximum
extent  permitted  under Utah law. In  essential  terms this  provides  that any
errors of  judgment,  or act or  omission  not  resulting  from  gross  abuse or
misfeasance  are to be  fully  indemnified  by the  Registrant.  Utah  law  also
provides  immunity from suit to officers and directors for acts or  transactions
completed  by them in the normal and  customary  course of the business and when
they are free of any adverse interest.

     It  is  the  position  of  the  Securities  and  Exchange  Commission  (the
"Commission") that indemnification  against liabilities for violations under the
federal  securities  laws,  rules and regulations is against public policy.  See
subparagraph (h) of Item 9 below.

Item 7.  Exemption from Registration Claimed.
-------  ------------------------------------

     No  securities  being issued  pursuant to this  registration  statement are
being  reoffered or resold  through the  registration.  All  securities  offered
hereunder are originally  issued by the Registrant.  Shares received pursuant to
the  consulting  agreements  are  believed  to be  registered  pursuant  to  the
provisions of this Form S-8 registration.

Item 8.  Exhibits.
-------  ---------

         Exhibit

         3.1 Restated Articles of Incorporation of the Registrant  (incorporated
         herein by  reference  to Exhibit 3.1 to the  Registrant's  Registration
         Statement  on Form 8-A,  dated May 26,  1999,  (Commission  File Number
         001-15043).

         3.2 Amended Bylaws of the Registrant  (incorporated herein by reference
         to Exhibit 3.2 to the Registrant's  Registration Statement on Form 8-A,
         Registrant's  Registration  Statement on Form 8-A,  dated May 26, 1999,
         (Commission File Number 001-15043).

         5.1      Opinion of Wenthur & Chachas

                                  Page 3 of 7
<PAGE>
         23.1     Consent of HJ & Associates, LLP

         23.2     Consent of Wenthur & Chachas (included in Exhibit 5.1).

         24.1     Power of Attorney (included on signature page).


Item 9.  Undertakings.
-------  -------------

         The undersigned registrant hereby undertakes:

         (a) (1)    To file,  during  any  period  in which  offers or sales are
               being  made,  a  post-effective  amendment  to this  Registration
               Statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
               of the Securities Act of 1933 (the "1933 Act");

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective  date of the  Registration  Statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the information set forth in the Registration Statement; and

                    (iii)  To  include  any   additional  or  changed   material
               information   with  respect  to  the  plan  of  distribution  not
               previously  disclosed  in  the  Registration   Statement  or  any
               material   change  to  such   information  in  the   Registration
               Statement;  provided, however, only to the extent required by the
               general rules and regulations of the Commission.

             (2)    That, for the purpose of determining any liability under the
               1933 Act, each such  post-effective  amendment shall be deemed to
               be a  new  Registration  Statement  relating  to  the  securities
               offered therein, and the offering of such securities at that time
               shall be deemed to be the initial bona fide offering thereof.

             (3)    To remove  from  registration  by means of a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (b) That for purposes of determining any liability under the 1933 Act, each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (h) Insofar as indemnification  for liabilities arising under the 1933 Act,
as amended,  may be permitted to directors,  executive  officers and controlling
persons of the  Registrant as outlined  above or otherwise,  the  Registrant has
been  advised that in the opinion of the  Commission,  such  indemnification  is
against  public  policy  as  expressed  in  the  1933  Act  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a director, executive officer or controlling person of the Registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  executive  officer  or  controlling  person  in  connection  with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether such  indemnification by it
is against  public  policy as  expressed in the 1933 Act and will be governed by
the final adjudication of such issue.

                                  Page 4 of 7
<PAGE>
                                   SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Albany, State of Oregon on the date written below.


                                         CHEQUEMATE INTERNATIONAL, INC.
                                         A Utah Corporation


Dated: December 19, 2000                 /s/  J. Michael Heil
                                         -------------------
                                         By:  J. Michael Heil
                                         Its: Chief Executive Office


                                  Page 5 of 7
<PAGE>
                                POWER OF ATTORNEY
                                -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

     That each person whose signature  appears below constitutes and appoints J.
Michael Heil, as such  person's  true and lawful  attorneys-in-fact  and agents,
with full power of substitution and resubstitution,  for such person and in such
person's name,  place and stead, in any and all capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file same, with all exhibits  thereto,  and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as such person might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents,  or  any  of  them,  or  their  or  his  or  her
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons on
behalf of the Registrant and in the capacities and on the dates indicated:


  Signature                        Title                         Date
  ---------                        -----                         ----

/s/ J. Michael Heil
----------------------    Chief Executive Officer,
J. Michael Heil           Chief Accounting Officer         December 19, 2000
                          and Chairman of
                          the Board of Directors
/s/ Chandos C. Mahon
----------------------
Chandos C. Mahon          Chief Operating Officer          December 19, 2000


/s/ Danny R. Thompson
----------------------
Danny R. Thompson                Director                  December 20, 2000


/s/ Andre Peterson
----------------------
Andre Peterson                   Director                  December 19, 2000


/s/ John Bartholomew
----------------------
John Bartholomew                 Director                  December 19, 2000


/s/ Robert E. Warfield
----------------------
Robert E. Warfield               Director                  December 19,2000


                                  Page 6 of 7

<PAGE>
                                  EXHIBIT INDEX
                                  -------------


         Exhibit / Description
         ---------------------

         3.1 Restated Articles of Incorporation of the Registrant  (incorporated
         herein by  reference  to Exhibit 3.1 to the  Registrant's  Registration
         Statement  on Form 8-A,  dated May 26,  1999,  (Commission  File Number
         001-15043).

         3.2 Amended Bylaws of the Registrant  (incorporated herein by reference
         to Exhibit 3.2 to the Registrant's  Registration Statement on Form 8-A,
         Registrant's  Registration  Statement on Form 8-A,  dated May 26, 1999,
         (Commission File Number 001-15043).

         5.1      Opinion of Wenthur & Chachas

         23.1     Consent of HJ & Associates, LLP

         23.2     Consent of Wenthur & Chachas (included in Exhibit 5.1).

         24.1     Power of Attorney (included on signature page).



                                  Page 7 of 7

<PAGE>
                                   EXHIBIT 5.1
                                   -----------

                               OPINION OF COUNSEL
                               ------------------

                        [LETTERHEAD OF WENTHUR & CHACHAS]

                                February 2, 2001

Chequemate International, Inc.
Board of Directors
330 Washington Blvd.
Marina Del Rey, California 90292

Re:      Opinion concerning the legality of the securities to be issued
         pursuant to the Registration Statement on Form S-8 to be filed
         by Chequemate International, Inc., a Utah corporation

Dear Board of Directors:

     As counsel for  Chequemate  International,  Inc., a Utah  corporation  (the
"Registrant"  or the  "Company"),  and in connection with the issuance of 50,000
shares  of  the  Company's  common  stock,  $0.001  par  value  per  share  (the
"Securities") for consulting services provided by Gordon Jones,  pursuant to the
terms a consulting  agreement  with Mr. Jones dated August 30, 2000, I have been
asked to render an opinion as to the legality of these Securities,  which are to
be covered by a Registration Statement to be filed by the Company on Form S-8 of
the Securities and Exchange Commission (the "Commission"),  and as to which this
opinion is to be filed as an exhibit.

     As you are aware,  no  services to be  performed  and billed to the Company
which are in any way related to a "capital  raising"  transaction may be paid by
the issuance of Securities  which are  Registered on Form S-8.  Further,  as set
forth in SEC Release No. 33-7646,  while the Company may contract for consulting
services  with an entity  that is not a natural  person,  the  securities  to be
registered  on Form  S-8,  must be issued  to the a  natural  person or  persons
working  for the  consulting  entity  who  provided  bona fide  services  to the
Company.  In this regard it is my understanding  that said shares will be issued
to Gordon Jones, who is not an officer, director or affiliate of the Company.

     In connection  with rendering my opinion,  which is set forth below, I have
reviewed and examined originals or copies of the following documents, to wit:

     1.   Articles of Incorporation and all restatements and amendments thereto;

     2.   By-laws and all restatements and amendments thereto;

     3.   The Prospectus filed pursuant to Rule 424(b)(3) in connection with the
     Registration  Statement  on Form S-3,  dated  March 28,  2000,  as  amended
     (Commission File Number 333-72797).

     4.   Registration  Statement on Form 8-A,  dated May 26, 1999,  (Commission
     File Number 001-15043), including any amendments thereto.

     5.   The Annual  Report on Form  10-KSB for the fiscal year ended March 31,
     2000, as amended, and all quarterly and period reports filed by the Company
     thereafter to date; and

     6.   A copy of the  consulting  agreement  between  the  Company and Gordon
     Jones.

<PAGE>
Opinion of Counsel
Page 2
--------------------------------------------------------------------------------

     In rendering  this opinion,  I have also  reviewed SEC Release No.  33-7646
pertaining to the Final Rule of the Securities and Exchange  Commission adopting
amendments to Form S-8.

     Further, as counsel for the Company, I have discussed the items relied upon
in rendering  this opinion and the  documents I have  examined  with one or more
directors and executive  officers of the Company,  and in all instances,  I have
assumed  the  genuineness  of all  signatures,  the legal  capacity  of  natural
persons,  the  authenticity of all documents  submitted to me as originals,  the
conformity  with the  original  documents  of all  documents  submitted to me as
certified or photostatic  copies and the  authenticity  of the originals of such
copies.  I have further  assumed that the  recipients of these  Securities to be
issued  and  registered  will be natural  persons  and have  provided  bona fide
services  to the  Company,  and  that  none  of the  services  performed  by the
recipients  shall  be or  were  be  related  in  any  way  to  "capital  raising
transactions."

     Based upon the foregoing and in reliance thereon, it is my opinion that the
Securities  to be issued for bona fide  consulting  services,  will,  upon their
issuance and delivery to the recipients  thereof,  who are natural  persons,  be
deemed  duly  and  validly  authorized,   legally  issued  and  fully  paid  and
non-assessable.  This  opinion is expressly  limited in scope to the  Securities
described  herein and which are to be expressly  covered by the above referenced
Registration  Statement  and does not  cover  any  subsequent  issuances  of any
securities  to be made in the future  pursuant  to any other  party or under any
other plans, if any,  pertaining to services  performed in the future.  Any such
transactions  are required to be included in a new  Registration  Statement or a
post-effective  amendment to the above referenced Registration Statement,  which
will be required to include a revised or a new opinion  concerning  the legality
of the Securities to be issued.

     Further, this opinion is limited to the corporate laws of the State of Utah
and the securities  laws,  rules and  regulations  of the United  States,  and I
express no opinion with respect to the laws of any other jurisdiction.

     This opinion is based upon my knowledge of the law and facts as of the date
hereof,  and I assume no duty to communicate with you with respect to any matter
which may hereafter come to my attention.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement and further  consent to the use of our name wherever  appearing in the
Registration Statement,  including any amendment thereto;  however, this opinion
is not to be used,  circulated,  quoted or  otherwise  referred to for any other
purpose without my prior written consent

                                                 Sincerely,



                                                 /S/ George G. Chachas
                                                 George G. Chachas
GGC:lp
encl.

<PAGE>
                                  EXHIBIT 23.1
                                  ------------


                      [LETTERHEAD OF HJ & ASSOCIATES, LLP]

                          INDEPENDENT AUDITOR'S CONSENT
                          -----------------------------

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement of  Chequemate  International,  Inc., on Form S-8 to be filed with the
Securities  and  Exchange  Commission  of our  report  dated July 7, 2000 on the
financial  statements  of  Chequemate  International,  Inc.  which  expressed an
unqualified  opinion and included an  explanatory  paragraph  related to a going
concern uncertainty  appearing in the financial  statements as of March 31, 2000
and September 30, 2000.


/s/ HJ & Associates, LLP
HJ & Associates, LLP
Salt Lake City, Utah
January 3, 2001
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "CHEQUEMATE - FORM S-8", "secsgml_size_bytes": 25770}]
{"company-data": {"conformed-name": "CHEQUEMATE INTERNATIONAL INC", "cik": "0000850218", "assigned-sic": "6770", "irs-number": "760279816", "state-of-incorporation": "UT", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55212", "film-number": "1528385"}, "business-address": {"street1": "330 WASHINGTON BLVD", "city": "MARINA DEL REY", "state": "CA", "zip": "90292", "phone": "3103066666"}, "mail-address": {"street1": "330 WASHINGTON BLVD", "city": "MARINA DEL REY", "state": "CA", "zip": "90292"}, "former-company": {"former-conformed-name": "AUTOMATED COMPLIANCE & TRAINING INC", "date-changed": "19930817"}}
As filed with the Securities and Exchange Commission on February 8, 2001.

                                                    Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

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

         UTAH                                                76-0279816
State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

330 Washington Blvd., Marina Del Rey, California             90292
(Address of principal executive offices)                    (Zip Code)

                        Consulting Compensation Agreement
                            (Full Title of the Plan)

                                 J. Michael Heil
                                President and CEO
                             124 Ferry Street, S.W.
                              Albany, Oregon 97321
                     (Name and Address of Agent For Service)

                                 (541) 791-4183
          (Telephone Number, Including Area Code of Agent For Service)

                          Copies of Communications to:
                             George G. Chachas, Esq.
                                Wenthur & Chachas
                     4180 La Jolla Village Drive, Suite 500
                           La Jolla, California 92037
                                 (858) 457-3800

                         Calculation of Registration Fee
=====================     =====================     =====================     =====================     =====================
Proposed                  Proposed
   Title Of Securities          Amount To Be            Maximum Offering          Maximum Aggregate             Amount Of
    To Be Registered             Registered              Price Per Share            Offering Price          Registration Fee
  ---------------------     ---------------------     ---------------------     ---------------------     ---------------------
    Common Stock, par
    value $0.001 per            50,000 Shares               $0.50(1)                  $25,000(2)                 $6.60
         share
  ---------------------     ---------------------     ---------------------     ---------------------     ---------------------
(1)  Estimated  solely  for the  purpose of  calculating  the amount of the
          registration  fee pursuant to Rule  457(h)(1) of the Securities Act of
          1933, as amended,  (the "Securities Act"), and based on the average of
          the bid and ask price of the Common Stock, as reported by the American
          Stock Exchange, on December 18, 2000.

                                   Page 1 of 7
PART I.
                                     ------

                Information Required In Section 10(A) Prospectus
                ------------------------------------------------

     Chequemate  International,  Inc.,  doing  business  as C-3D  Digital,  Inc.
("C-3D") is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance  therewith files
quarterly, annual and periodic reports and other information with the Securities
& Exchange Commission  ("Commission").  The Registration Statement, such reports
and other information may be inspected and copies may be obtained, at prescribed
rates, at the Commission's Public Reference Section,  Judiciary Plaza, 450 Fifth
Street, NW, Washington, D.C. 20549, as well as the following regional offices: 7
World Trade Center, New York, New York 10048 and 500 West Madison Street,  Suite
1400, Chicago,  Illinois 60661. The Commission maintains a Website that contains
reports and other information  regarding  reporting companies under the Exchange
Act, including C-3D, at http://www.sec.gov.

     The document or documents  containing the  information  specified in Part I
are not required to be filed with the Securities and Exchange Commission ("SEC")
as part of the S-8 Registration  Statement.  Information required to be given to
Plan Participants is separately delivered in accordance with the requirements of
Form  S-8  and  is  not  included  or set  out  under  this  item.  The  written
compensation  contract  ("Plan") simply provides for the  registration of shares
issued to consultants acquired under the agreements.

                                    PART II.
                                    --------

               Information Required in the Registration Statement
               --------------------------------------------------

Item 3.  Incorporation of Documents by Reference
-------  ---------------------------------------

     Chequemate  International,  Inc., (the "Registrant") hereby incorporates by
reference into this Registration  Statement the following  documents  previously
filed with the Securities and Exchange Commission (the "Commission"):

          (a) The  Registrant's  Prospectus dated March 17, 2000, filed pursuant
     to Rule  424(b)(3) in connection  with the  Registration  Statement on Form
     S-3, dated March 28, 2000, as amended (Commission File Number 333-72797).

          (b) All reports filed by the Registrant  pursuant to Sections 13(a) or
     15(d) of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
     Act"), since March 31, 2000.

          (c) The description of the Registrant's  Common Stock set forth in the
     Registrant's  Registration  Statement  on Form  8-A,  dated  May 26,  1999,
     (Commission File Number 001-15043), including any amendment or report filed
     for the purpose of updating such description.

          All  documents  subsequently  filed  by  the  Registrant  pursuant  to
     Sections  13(a),  13(c),  14 and 15(d) of the  Exchange  Act,  prior to the
     filing of a post-effective  amendment to this Registration  Statement which
     indicates  that all of the shares of Common Stock offered have been sold or
     which deregisters all of such shares then remaining unsold, shall be deemed
     to be incorporated by reference in this Registration  Statement and to be a
     part hereof from the date of filing of such documents (such documents,  and
     the  documents   enumerated  above,   being  hereinafter   referred  to  as
     "Incorporated Documents").

                                  Page 2 of 7
Any statement contained in an Incorporated Document shall be deemed to
     be modified or superseded  for purposes of this  Registration  Statement to
     the extent that a statement  contained herein or in any other  subsequently
     filed  Incorporated  Document  modifies or supersedes such  statement.  Any
     statement  so  modified  or  superseded  shall not be deemed,  except as so
     modified  or  superseded,   to  constitute  a  part  of  this  Registration
     Statement.

Item 4.  Description of Securities.
-------  --------------------------

         Not applicable.

     The description of the rights and provisions applicable to the Common Stock
are set forth in the Registrant's  Registration Statement on Form 8-A, dated May
26,  1999,  (Commission  File  Number  001-15043),  which  are  incorporated  by
reference into this Registration  Statement pursuant to Item 3(c), including any
amendment or report filed for the purpose of updating such description,

Item 5.  Interests of Named Experts and Counsel.
-------  ---------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
-------  ------------------------------------------

     Officers and directors of  Registrant  are subject to  indemnification  for
ordinary and customary  acts taken on behalf of the  corporation  to the maximum
extent  permitted  under Utah law. In  essential  terms this  provides  that any
errors of  judgment,  or act or  omission  not  resulting  from  gross  abuse or
misfeasance  are to be  fully  indemnified  by the  Registrant.  Utah  law  also
provides  immunity from suit to officers and directors for acts or  transactions
completed  by them in the normal and  customary  course of the business and when
they are free of any adverse interest.

     It  is  the  position  of  the  Securities  and  Exchange  Commission  (the
"Commission") that indemnification  against liabilities for violations under the
federal  securities  laws,  rules and regulations is against public policy.  See
subparagraph (h) of Item 9 below.

Item 7.  Exemption from Registration Claimed.
-------  ------------------------------------

     No  securities  being issued  pursuant to this  registration  statement are
being  reoffered or resold  through the  registration.  All  securities  offered
hereunder are originally  issued by the Registrant.  Shares received pursuant to
the  consulting  agreements  are  believed  to be  registered  pursuant  to  the
provisions of this Form S-8 registration.

Item 8.  Exhibits.
-------  ---------

         Exhibit

         3.1 Restated Articles of Incorporation of the Registrant  (incorporated
         herein by  reference  to Exhibit 3.1 to the  Registrant's  Registration
         Statement  on Form 8-A,  dated May 26,  1999,  (Commission  File Number
         001-15043).

         3.2 Amended Bylaws of the Registrant  (incorporated herein by reference
         to Exhibit 3.2 to the Registrant's  Registration Statement on Form 8-A,
         Registrant's  Registration  Statement on Form 8-A,  dated May 26, 1999,
         (Commission File Number 001-15043).

         5.1      Opinion of Wenthur & Chachas

                                  Page 3 of 7
23.1     Consent of HJ & Associates, LLP

         23.2     Consent of Wenthur & Chachas (included in Exhibit 5.1).

         24.1     Power of Attorney (included on signature page).

Item 9.  Undertakings.
-------  -------------

         The undersigned registrant hereby undertakes:

         (a) (1)    To file,  during  any  period  in which  offers or sales are
               being  made,  a  post-effective  amendment  to this  Registration
               Statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
               of the Securities Act of 1933 (the "1933 Act");

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
               arising after the effective  date of the  Registration  Statement
               (or the most  recent  post-effective  amendment  thereof)  which,
               individually or in the aggregate,  represent a fundamental change
               in the information set forth in the Registration Statement; and

                    (iii)  To  include  any   additional  or  changed   material
               information   with  respect  to  the  plan  of  distribution  not
               previously  disclosed  in  the  Registration   Statement  or  any
               material   change  to  such   information  in  the   Registration
               Statement;  provided, however, only to the extent required by the
               general rules and regulations of the Commission.

             (2)    That, for the purpose of determining any liability under the
               1933 Act, each such  post-effective  amendment shall be deemed to
               be a  new  Registration  Statement  relating  to  the  securities
               offered therein, and the offering of such securities at that time
               shall be deemed to be the initial bona fide offering thereof.

             (3)    To remove  from  registration  by means of a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (b) That for purposes of determining any liability under the 1933 Act, each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (h) Insofar as indemnification  for liabilities arising under the 1933 Act,
as amended,  may be permitted to directors,  executive  officers and controlling
persons of the  Registrant as outlined  above or otherwise,  the  Registrant has
been  advised that in the opinion of the  Commission,  such  indemnification  is
against  public  policy  as  expressed  in  the  1933  Act  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a director, executive officer or controlling person of the Registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  executive  officer  or  controlling  person  in  connection  with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether such  indemnification by it
is against  public  policy as  expressed in the 1933 Act and will be governed by
the final adjudication of such issue.

                                  Page 4 of 7
SIGNATURES
                                   ----------

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Albany, State of Oregon on the date written below.

                                         CHEQUEMATE INTERNATIONAL, INC.
                                         A Utah Corporation

Dated: December 19, 2000                 /s/  J. Michael Heil
                                         -------------------
                                         By:  J. Michael Heil
                                         Its: Chief Executive Office

                                  Page 5 of 7
POWER OF ATTORNEY
                                -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

     That each person whose signature  appears below constitutes and appoints J.
Michael Heil, as such  person's  true and lawful  attorneys-in-fact  and agents,
with full power of substitution and resubstitution,  for such person and in such
person's name,  place and stead, in any and all capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file same, with all exhibits  thereto,  and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as such person might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents,  or  any  of  them,  or  their  or  his  or  her
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons on
behalf of the Registrant and in the capacities and on the dates indicated:

  Signature                        Title                         Date
  ---------                        -----                         ----

/s/ J. Michael Heil
----------------------    Chief Executive Officer,
J. Michael Heil           Chief Accounting Officer         December 19, 2000
                          and Chairman of
                          the Board of Directors
/s/ Chandos C. Mahon
----------------------
Chandos C. Mahon          Chief Operating Officer          December 19, 2000

/s/ Danny R. Thompson
----------------------
Danny R. Thompson                Director                  December 20, 2000

/s/ Andre Peterson
----------------------
Andre Peterson                   Director                  December 19, 2000

/s/ John Bartholomew
----------------------
John Bartholomew                 Director                  December 19, 2000

/s/ Robert E. Warfield
----------------------
Robert E. Warfield               Director                  December 19,2000

                                  Page 6 of 7
EXHIBIT INDEX
                                  -------------

         Exhibit / Description
         ---------------------

         3.1 Restated Articles of Incorporation of the Registrant  (incorporated
         herein by  reference  to Exhibit 3.1 to the  Registrant's  Registration
         Statement  on Form 8-A,  dated May 26,  1999,  (Commission  File Number
         001-15043).

         3.2 Amended Bylaws of the Registrant  (incorporated herein by reference
         to Exhibit 3.2 to the Registrant's  Registration Statement on Form 8-A,
         Registrant's  Registration  Statement on Form 8-A,  dated May 26, 1999,
         (Commission File Number 001-15043).

         5.1      Opinion of Wenthur & Chachas

         23.1     Consent of HJ & Associates, LLP

         23.2     Consent of Wenthur & Chachas (included in Exhibit 5.1).

         24.1     Power of Attorney (included on signature page).

                                  Page 7 of 7
EXHIBIT 5.1
                                   -----------

                               OPINION OF COUNSEL
                               ------------------

                        [LETTERHEAD OF WENTHUR & CHACHAS]

                                February 2, 2001

Chequemate International, Inc.
Board of Directors
330 Washington Blvd.
Marina Del Rey, California 90292

Re:      Opinion concerning the legality of the securities to be issued
         pursuant to the Registration Statement on Form S-8 to be filed
         by Chequemate International, Inc., a Utah corporation

Dear Board of Directors:

     As counsel for  Chequemate  International,  Inc., a Utah  corporation  (the
"Registrant"  or the  "Company"),  and in connection with the issuance of 50,000
shares  of  the  Company's  common  stock,  $0.001  par  value  per  share  (the
"Securities") for consulting services provided by Gordon Jones,  pursuant to the
terms a consulting  agreement  with Mr. Jones dated August 30, 2000, I have been
asked to render an opinion as to the legality of these Securities,  which are to
be covered by a Registration Statement to be filed by the Company on Form S-8 of
the Securities and Exchange Commission (the "Commission"),  and as to which this
opinion is to be filed as an exhibit.

     As you are aware,  no  services to be  performed  and billed to the Company
which are in any way related to a "capital  raising"  transaction may be paid by
the issuance of Securities  which are  Registered on Form S-8.  Further,  as set
forth in SEC Release No. 33-7646,  while the Company may contract for consulting
services  with an entity  that is not a natural  person,  the  securities  to be
registered  on Form  S-8,  must be issued  to the a  natural  person or  persons
working  for the  consulting  entity  who  provided  bona fide  services  to the
Company.  In this regard it is my understanding  that said shares will be issued
to Gordon Jones, who is not an officer, director or affiliate of the Company.

     In connection  with rendering my opinion,  which is set forth below, I have
reviewed and examined originals or copies of the following documents, to wit:

     1.   Articles of Incorporation and all restatements and amendments thereto;

     2.   By-laws and all restatements and amendments thereto;

     3.   The Prospectus filed pursuant to Rule 424(b)(3) in connection with the
     Registration  Statement  on Form S-3,  dated  March 28,  2000,  as  amended
     (Commission File Number 333-72797).

     4.   Registration  Statement on Form 8-A,  dated May 26, 1999,  (Commission
     File Number 001-15043), including any amendments thereto.

     5.   The Annual  Report on Form  10-KSB for the fiscal year ended March 31,
     2000, as amended, and all quarterly and period reports filed by the Company
     thereafter to date; and

     6.   A copy of the  consulting  agreement  between  the  Company and Gordon
     Jones.
Opinion of Counsel
Page 2
--------------------------------------------------------------------------------

     In rendering  this opinion,  I have also  reviewed SEC Release No.  33-7646
pertaining to the Final Rule of the Securities and Exchange  Commission adopting
amendments to Form S-8.

     Further, as counsel for the Company, I have discussed the items relied upon
in rendering  this opinion and the  documents I have  examined  with one or more
directors and executive  officers of the Company,  and in all instances,  I have
assumed  the  genuineness  of all  signatures,  the legal  capacity  of  natural
persons,  the  authenticity of all documents  submitted to me as originals,  the
conformity  with the  original  documents  of all  documents  submitted to me as
certified or photostatic  copies and the  authenticity  of the originals of such
copies.  I have further  assumed that the  recipients of these  Securities to be
issued  and  registered  will be natural  persons  and have  provided  bona fide
services  to the  Company,  and  that  none  of the  services  performed  by the
recipients  shall  be or  were  be  related  in  any  way  to  "capital  raising
transactions."

     Based upon the foregoing and in reliance thereon, it is my opinion that the
Securities  to be issued for bona fide  consulting  services,  will,  upon their
issuance and delivery to the recipients  thereof,  who are natural  persons,  be
deemed  duly  and  validly  authorized,   legally  issued  and  fully  paid  and
non-assessable.  This  opinion is expressly  limited in scope to the  Securities
described  herein and which are to be expressly  covered by the above referenced
Registration  Statement  and does not  cover  any  subsequent  issuances  of any
securities  to be made in the future  pursuant  to any other  party or under any
other plans, if any,  pertaining to services  performed in the future.  Any such
transactions  are required to be included in a new  Registration  Statement or a
post-effective  amendment to the above referenced Registration Statement,  which
will be required to include a revised or a new opinion  concerning  the legality
of the Securities to be issued.

     Further, this opinion is limited to the corporate laws of the State of Utah
and the securities  laws,  rules and  regulations  of the United  States,  and I
express no opinion with respect to the laws of any other jurisdiction.

     This opinion is based upon my knowledge of the law and facts as of the date
hereof,  and I assume no duty to communicate with you with respect to any matter
which may hereafter come to my attention.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement and further  consent to the use of our name wherever  appearing in the
Registration Statement,  including any amendment thereto;  however, this opinion
is not to be used,  circulated,  quoted or  otherwise  referred to for any other
purpose without my prior written consent

                                                 Sincerely,

                                                 /S/ George G. Chachas
                                                 George G. Chachas
GGC:lp
encl.
EXHIBIT 23.1
                                  ------------

                      [LETTERHEAD OF HJ & ASSOCIATES, LLP]

                          INDEPENDENT AUDITOR'S CONSENT
                          -----------------------------

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement of  Chequemate  International,  Inc., on Form S-8 to be filed with the
Securities  and  Exchange  Commission  of our  report  dated July 7, 2000 on the
financial  statements  of  Chequemate  International,  Inc.  which  expressed an
unqualified  opinion and included an  explanatory  paragraph  related to a going
concern uncertainty  appearing in the financial  statements as of March 31, 2000
and September 30, 2000.

/s/ HJ & Associates, LLP
HJ & Associates, LLP
Salt Lake City, Utah
January 3, 2001