<PAGE>

                             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                (I.R.S. Employer
  or incorporation)                           Identification No.)

  330 Washington Blvd, Suite 507; Marina del Rey, California        90292
  ----------------------------------------------------------      ---------
  (Address of principal executive offices)                        (Zip Code)

             Second 1999 General Consultants Stock Compensation Plan
 ---------------------------------------------------------------------------
                            (Full Title of the Plan)

                        Bruce L. Dibb, Corporate Counsel,
                  311 S. State Suite 380 Salt Lake City, UT 84111
 ---------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (801) 531-6600
                                 --------------
         (Telephone Number, including area code, of agent for services)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
Title of Securities       Amount to be          Proposed maximum            Proposed                Amount of
to be registered          registered            offering price per          maximum                 Registration
                                                unit                        aggregate               Fee
                                                                            offering price
-------------------------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>                         <C>                     <C>
Common Stock              400,000               $1.375                      $550,000.00             $153.00
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
         This estimated amount is the closing price as of November 26, 1999
         (which is within 5 business days prior to the date of the filing of
         this registration statement).

<PAGE>

                                     PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     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 contracts or option grants provide for the registration
of shares as acquired under the agreements.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     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 following documents have been filed by C-3D with the Commission and are
hereby incorporated by reference into this prospectus:

     -    C-3D's Annual Report filed July 15, 1999 for the fiscal year ended
          March 31, 1999;

     -    C-3D's Form 8-A registration statement filed May 27, 1999, and the
          description of the securities of C-3D contained in the Form 8-A;

     -    C-3D's Quarterly Report filed August 14, 1999 on Form 10-QSB for the
          three months ended June 30, 1999;

     -    C-3D's amended Quarterly Report filed July 9, 1999 on Form 10-QSB for
          the three months ended June 30, 1999;

     -    C-3D's Quarterly Report filed November 15, 1999 on Form 10-QSB for the
          six months ended September 30, 1999;

                                       2
<PAGE>

     -    C-3D's Form 8-K report filed on April 14, 1999 relating to the
          acquisition of secured interests in the Strata technology and other
          matters; and

     -    C-3D's Form 8-K report filed on July 22, 1999 regarding certain
          changes in management of C-3D and the acquisition of certain hotel
          pay-per-view assets and contracts.

All other documents and reports filed pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this prospectus and
prior to the termination of this offering shall be deemed to be incorporated
by reference in this prospectus and to be made a part hereof from the date of
the filing of such reports and documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.

C-3D will provide without charge to each person to whom a copy of this
prospectus is delivered, upon the written or oral request of such person, a
copy of any or all documents which are incorporated herein by reference (not
including exhibits to such documents, unless such exhibits are specifically
incorporated by reference in the document which this prospectus
incorporates). Requests should be directed to Mr. Brad Stolba, Comptroller,
at C-3D's principal executive offices located at 330 Washington Boulevard,
Suite 507; Marina del Rey, California 90292; telephone numbers (310) 305-3659.

ITEM 4.  DESCRIPTION OF SECURITIES

The total number of securities registered hereunder are Four Hundred Thousand
(400,000) shares, all of which are common stock of C-3D. C-3D is presently
authorized to issue 500,000,000 shares of its Common Stock. As of October 25,
1999, there were 23,866,834 issued, outstanding and subscribed for shares.
The holders of common stock are entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders. Shareholders of the C-3D
have no preemptive rights to acquire additional shares of common stock or
other securities. The common stock is not subject to redemption and carries
no subscription or conversion rights. In the event of liquidation of C-3D,
the shares of common stock are entitled to share equally in corporate assets
after satisfaction of all liabilities. The shares, when issued, will be fully
paid and non-assessable. The holders of ten percent (10%) of the issued and
outstanding shares may call a special meeting of the stockholders, and a
majority of all issued and outstanding shares shall constitute a quorum for
conducting business. The majority of shares present, in any regular or
special meeting where a quorum is present, may vote in favor of or against
any item

                                       3
<PAGE>

of business or election, and shall constitute a majority approval or
disapproval of matters voted upon at any such meeting. Shares of common stock
do not carry cumulative voting rights and, therefore, a majority of the
outstanding shares of common stock will be able to elect the entire Board of
Directors. If they do so, minority shareholders would not be able to elect
any members to the Board of Directors. There are no dividend rights attached
to the shares. C-3D presently does not pay any dividends and has no
foreseeable plan to pay dividends. There are no special preemptive rights or
rights upon liquidation, other than the normal rights and priorities which
would attach to shares in liquidation pursuant to Utah State Law. The shares
are not subject to call, liability or assessment.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Officers and directors of C-3D 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 judgement, or act or omission not resulting from gross abuse or
misfeasance are to be fully indemnified by C-3D. 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.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of C-3D pursuant to the foregoing provisions, or
otherwise, C-3D has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
C-3D of expenses incurred or paid by a director, officer or controlling
person of C-3D in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, C-3D 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 Act and
will be governed by the final adjudication of such issue.

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 C-3D. Shares received pursuant to the
consulting agreements are believed to be registered pursuant to the
provisions of this Form S-8 registration.

                                       4
<PAGE>

ITEM 8.  EXHIBITS.

     5.1  Opinion of Bruce L. Dibb, P.C.

     23.1 Consent of Jones, Jensen & Company

     23.2 Consent of Bruce L. Dibb, P.C. (included in Exhibit 5.1).

     24.1 Powers of Attorney (included in this Registration Statement).

ITEM 9.  UNDERTAKINGS.

     C-3D hereby undertakes:

     (a) During any period in which offers or sales are being made pursuant
to this registration or pursuant to a post-effective amendment to this
registration statement, to include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or of any material change to such information in the registration
statement.

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

     (c) 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.

     (d) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of C-3D's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Act of 1934) 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.

     (e) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of C-3D pursuant to the foregoing provisions, or
otherwise, C-3D has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, against such liabilities (other than the payment
by C-3D of the expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection

                                       5
<PAGE>

with the securities being registered, C-3D 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 whether such indemnification
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, C-3D
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized on November 30, 1999.

                          CHEQUEMATE INTERNATIONAL, INC.
                          dba C-3D DIGITAL, INC.

                          By   /s/ J. Michael Heil
                            --------------------------------------
                                 J. Michael Heil
                                 Its: CEO
















                                       6
<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

<TABLE>
<S>                                                           <C>
/s/ J. Michael Heil                                           November 30, 1999
---------------------------------------------
J. Michael Heil, Chairman of the Board,
and Chief Executive and Financial Officer

/s/ John Bartholomew                                          November 24, 1999
---------------------------------------------
John Bartholomew, Director

/s/ Hal Glick                                                 November 28, 1999
---------------------------------------------
Hal Glick, Director

/s/ Andre Peterson                                            November 24, 1999
---------------------------------------------
Andre Peterson, Director

/s/ Daniel R. Tompson                                         November 29, 1999
---------------------------------------------
Daniel R. Tompson, Director

/s/ Robert E. Warfield                                        November 26, 1999
---------------------------------------------
Robert E. Warfield, Director
</TABLE>


                                       7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 16682}]
{"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": "333-91889", "film-number": "99767359"}, "business-address": {"street1": "AMERICAN PLAZA II", "street2": "57 WEST 200 SOUTH STE 350", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8013221111"}, "mail-address": {"street1": "AMERICAN PLAZA II", "street2": "57 WEST 200 SOUTH STE 350", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": {"former-conformed-name": "AUTOMATED COMPLIANCE & TRAINING INC", "date-changed": "19930817"}}
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                (I.R.S. Employer
  or incorporation)                           Identification No.)

  330 Washington Blvd, Suite 507; Marina del Rey, California        90292
  ----------------------------------------------------------      ---------
  (Address of principal executive offices)                        (Zip Code)

             Second 1999 General Consultants Stock Compensation Plan
 ---------------------------------------------------------------------------
                            (Full Title of the Plan)

                        Bruce L. Dibb, Corporate Counsel,
                  311 S. State Suite 380 Salt Lake City, UT 84111
 ---------------------------------------------------------------------------
                     (Name and address of agent for service)

                                 (801) 531-6600
                                 --------------
         (Telephone Number, including area code, of agent for services)

                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
Title of Securities       Amount to be          Proposed maximum            Proposed                Amount of
to be registered          registered            offering price per          maximum                 Registration
                                                unit                        aggregate               Fee
                                                                            offering price
-------------------------------------------------------------------------------------------------------------------
Common Stock              400,000               $1.375                      $550,000.00             $153.00
-------------------------------------------------------------------------------------------------------------------
(1)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) under the Securities Act of 1933, as amended.
         This estimated amount is the closing price as of November 26, 1999
         (which is within 5 business days prior to the date of the filing of
         this registration statement).
PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

     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 contracts or option grants provide for the registration
of shares as acquired under the agreements.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     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 following documents have been filed by C-3D with the Commission and are
hereby incorporated by reference into this prospectus:

     -    C-3D's Annual Report filed July 15, 1999 for the fiscal year ended
          March 31, 1999;

     -    C-3D's Form 8-A registration statement filed May 27, 1999, and the
          description of the securities of C-3D contained in the Form 8-A;

     -    C-3D's Quarterly Report filed August 14, 1999 on Form 10-QSB for the
          three months ended June 30, 1999;

     -    C-3D's amended Quarterly Report filed July 9, 1999 on Form 10-QSB for
          the three months ended June 30, 1999;

     -    C-3D's Quarterly Report filed November 15, 1999 on Form 10-QSB for the
          six months ended September 30, 1999;

                                       2
-    C-3D's Form 8-K report filed on April 14, 1999 relating to the
          acquisition of secured interests in the Strata technology and other
          matters; and

     -    C-3D's Form 8-K report filed on July 22, 1999 regarding certain
          changes in management of C-3D and the acquisition of certain hotel
          pay-per-view assets and contracts.

All other documents and reports filed pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this prospectus and
prior to the termination of this offering shall be deemed to be incorporated
by reference in this prospectus and to be made a part hereof from the date of
the filing of such reports and documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.

C-3D will provide without charge to each person to whom a copy of this
prospectus is delivered, upon the written or oral request of such person, a
copy of any or all documents which are incorporated herein by reference (not
including exhibits to such documents, unless such exhibits are specifically
incorporated by reference in the document which this prospectus
incorporates). Requests should be directed to Mr. Brad Stolba, Comptroller,
at C-3D's principal executive offices located at 330 Washington Boulevard,
Suite 507; Marina del Rey, California 90292; telephone numbers (310) 305-3659.

ITEM 4.  DESCRIPTION OF SECURITIES

The total number of securities registered hereunder are Four Hundred Thousand
(400,000) shares, all of which are common stock of C-3D. C-3D is presently
authorized to issue 500,000,000 shares of its Common Stock. As of October 25,
1999, there were 23,866,834 issued, outstanding and subscribed for shares.
The holders of common stock are entitled to one vote per share on each matter
submitted to a vote at any meeting of shareholders. Shareholders of the C-3D
have no preemptive rights to acquire additional shares of common stock or
other securities. The common stock is not subject to redemption and carries
no subscription or conversion rights. In the event of liquidation of C-3D,
the shares of common stock are entitled to share equally in corporate assets
after satisfaction of all liabilities. The shares, when issued, will be fully
paid and non-assessable. The holders of ten percent (10%) of the issued and
outstanding shares may call a special meeting of the stockholders, and a
majority of all issued and outstanding shares shall constitute a quorum for
conducting business. The majority of shares present, in any regular or
special meeting where a quorum is present, may vote in favor of or against
any item

                                       3
of business or election, and shall constitute a majority approval or
disapproval of matters voted upon at any such meeting. Shares of common stock
do not carry cumulative voting rights and, therefore, a majority of the
outstanding shares of common stock will be able to elect the entire Board of
Directors. If they do so, minority shareholders would not be able to elect
any members to the Board of Directors. There are no dividend rights attached
to the shares. C-3D presently does not pay any dividends and has no
foreseeable plan to pay dividends. There are no special preemptive rights or
rights upon liquidation, other than the normal rights and priorities which
would attach to shares in liquidation pursuant to Utah State Law. The shares
are not subject to call, liability or assessment.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Officers and directors of C-3D 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 judgement, or act or omission not resulting from gross abuse or
misfeasance are to be fully indemnified by C-3D. 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.

     Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of C-3D pursuant to the foregoing provisions, or
otherwise, C-3D has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
C-3D of expenses incurred or paid by a director, officer or controlling
person of C-3D in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, C-3D 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 Act and
will be governed by the final adjudication of such issue.

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 C-3D. Shares received pursuant to the
consulting agreements are believed to be registered pursuant to the
provisions of this Form S-8 registration.

                                       4
ITEM 8.  EXHIBITS.

     5.1  Opinion of Bruce L. Dibb, P.C.

     23.1 Consent of Jones, Jensen & Company

     23.2 Consent of Bruce L. Dibb, P.C. (included in Exhibit 5.1).

     24.1 Powers of Attorney (included in this Registration Statement).

ITEM 9.  UNDERTAKINGS.

     C-3D hereby undertakes:

     (a) During any period in which offers or sales are being made pursuant
to this registration or pursuant to a post-effective amendment to this
registration statement, to include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or of any material change to such information in the registration
statement.

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

     (c) 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.

     (d) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of C-3D's annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Act of 1934) 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.

     (e) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
and controlling persons of C-3D pursuant to the foregoing provisions, or
otherwise, C-3D has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, against such liabilities (other than the payment
by C-3D of the expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection

                                       5
with the securities being registered, C-3D 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 whether such indemnification
by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, C-3D
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing a Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized on November 30, 1999.

                          CHEQUEMATE INTERNATIONAL, INC.
                          dba C-3D DIGITAL, INC.

                          By   /s/ J. Michael Heil
                            --------------------------------------
                                 J. Michael Heil
                                 Its: CEO

                                       6
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
/s/ J. Michael Heil                                           November 30, 1999
---------------------------------------------
J. Michael Heil, Chairman of the Board,
and Chief Executive and Financial Officer

/s/ John Bartholomew                                          November 24, 1999
---------------------------------------------
John Bartholomew, Director

/s/ Hal Glick                                                 November 28, 1999
---------------------------------------------
Hal Glick, Director

/s/ Andre Peterson                                            November 24, 1999
---------------------------------------------
Andre Peterson, Director

/s/ Daniel R. Tompson                                         November 29, 1999
---------------------------------------------
Daniel R. Tompson, Director

/s/ Robert E. Warfield                                        November 26, 1999
---------------------------------------------
Robert E. Warfield, Director
7