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.)


57 West 200 South, Suite 350, Salt Lake City, Utah           84101
--------------------------------------------------           -----
(Address of principal executive offices)                  (Zip Code)

                     Chequemate-1998 Compensation Contracts
                     --------------------------------------
                            (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)
<TABLE>
<CAPTION>

                         Calculation of Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>                          <C>                     <C>   
Title of                  Amount to be          Proposed                     Proposed                Amount of
Securities to be          registered            maximum offering             maximum                 Registration
registered                                      price per unit               aggregate               Fee
                                                                             offering price
--------------------------------------------------------------------------------------------------------------------
Common Stock              34,869                $2.25                        $78,456.00              $23.15
--------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

                            ITEM 1. PLAN INFORMATION


         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 regulation  S-8 and is not included or set out under this item.
The written compensation contracts ("plans") simply provide for the registration
of officer/consultant shares as acquired under consulting agreements.

      ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.


         Registrant  undertakes  to give  to the  plan  participant  any and all
required  information under the plans.  Since the plans are not qualified and do
not involve any participation other than payment of consideration for consulting
services,  it is not anticipated that any specific  information will be required
to be given to plan participants other than a copy of the consulting  agreements
and the prospectus.  Registrant  does undertake to keep the Prospectus  material
current and to deliver such Prospectus to any plan participant.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant in completing  the  registration  of shares  pursuant to
this Form S-8 Registration Statement represents that it is incorporating by this
reference and has delivered to all participants the following documents.  Copies
of these documents are not required to be appended hereto,  and are not appended
or submitted with this Registration Form:

         1. Registrant's latest annual report,  including the Form 10-KSB annual
report filed pursuant to ss.15(d) of the Exchange Act.

                                       2
<PAGE>

         2. All other  reports  filed by the  Registrant  during the last fiscal
year under ss.15(d) of the Exchange Act.

         3. A copy  of the  Prospectus  materials  required  by  Part I of  this
Registration Statement, including the consulting agreements.

         4. All documents  subsequently filed by the Company pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended, after the date of this
Registration   Statement  and  prior  to  such  time  as  the  Company  files  a
post-effective amendment to this Registration Statement which indicates that all
such  securities  offered hereby have been sold, or which  deregisters  all such
securities  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.

                        ITEM 4. DESCRIPTION OF SECURITIES

         The total number of securities offered under the consulting  agreements
are Thirty Four Thousand Eight Hundred Sixty Nine (34,869) shares,  all of which
are common  stock of the  Registrant.  The  Company has only one class of common
stock;  500,000,000 shares authorized at $0.0001 par value. Each share of common
stock is entitled to one vote per share.  There are no cumulative voting rights.
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 of business or election,  and
shall constitute a majority approval or disapproval of matters voted upon at any
such meeting.  There are no dividend rights attached to the shares.  The Company
presently  does  not  pay  any  dividends  and  has no  foreseeable  plan to pay
dividends.  The shares are not  subject to any  outstanding  conversion  rights,
sinking fund, or redemption  provisions.  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 of the experts  retained by the Company in the  preparation of this
Registration  Statement  (including  retained legal  counselors and  independent
auditors of the Company) are acquiring any interest or rights in the  Registrant
or its stock based upon the  exercise of any option  rights or upon a contingent

                                       3
<PAGE>

basis related to this Registration or otherwise,  and have been paid directly by
the Company pursuant to their regular and customary hourly fee agreements.

               ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Officers and  directors of the  Registrant,  Chequemate  International,
Inc.,  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 the
Company. 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 the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  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  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  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,  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 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 the Company.  Shares received pursuant to the
consulting agreement are believed to be registered pursuant to the provisions of
this Form S-8 registration.

                                ITEM 8. EXHIBITS.

         Attached  hereto and  incorporated  by this reference is the opinion of
counsel as to legality of shares issued.

                                       4
<PAGE>

                              ITEM 9. UNDERTAKINGS.

         The undersigned  Registrant hereby undertakes to file during any period
in which  offers  or sales are  being  made  pursuant  to this  registration,  a
post-effective amendment to this Registration Statement:

         (a) 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) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant'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)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933, as amended, may be permitted to directors,  officers and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant 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
the  Registrant  of the  expenses  incurred  or paid by a  director,  officer or
controlling  person of the Registrant 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,  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 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.


                                       5
<PAGE>

                                   SIGNATURES

         The Registrant.  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 a 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 Salt Lake, State of Utah, on May_____ , 1998.

                                                  CHEQUEMATE INTERNATIONAL, INC.


                                                  By____________________________
                                                  Its: Chief Executive Officer

         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.


-----------------                     ---------------                           
Blaine Harris                         Robert Warfield                           
Chairman and CEO                      Director                                  

Dated                                 Dated                                     
     ----------                            ----------                           


-----------------                     ---------------                           
Harold P. Glick                       John V. Garrett                           
Director                              Chief Financial Officer                   

Dated                                 Dated                                     
     ----------                            ---------- 

-----------------                                              
Chuck Coonradt
Director

Dated
     ----------

S-8-1998.491

                                       6
<PAGE>


                                  July 30, 1998

Chequemate International
57 West 200 South, Suite 350
Salt Lake City, Utah 84101


                  Re:  Issuance of Chequemate  International  Shares Pursuant to
                       Stock Options

To Whom It May Concern:

                  We have acted as counsel for Chequemate International, Inc., a
Utah  corporation  (the "Company") in conjunction with the preparation of a Form
S-8  Registration  Statement  (the  Registration  Statement") to be filed by the
Company with the Securities and Exchange  Commission under the Securities Act of
1933, as amended (the "Securities Act"),  relating to up to 34,869 shares of the
Company's  common  stock,   $0.0001  par  value  (the  "Common  Stock"),  to  be
potentially  issued  pursuant to consulting  agreements.  For the purpose of the
Form S-8 registration, the consulting agreements are referred to as the "Plans".

         We have  examined:  (i) the  Plans;  (ii)  the  Form  S-8  Registration
Statement; (iii) the Company's Prospectus pursuant to the Form S-8 Registration;
(iv) resolutions of the Company's Board of Directors  relating to the Plans; and
(v) such other documents and records as we have deemed necessary to enable us to
render this option.

         Based upon the foregoing, we are of the opinion that:

         1. The Company is a corporation  validly existing under the laws of the
State of Utah.

         2. The Common  Stock,  when issued and paid for in the manner set forth
in the Plans,  will be validly  issued,  fully  paid and  nonassessable,  and no
personal liability will attach to the ownership thereof.

                                       7
<PAGE>

Chequemate International
June 18, 1997
Page 2

         We consent to the use of this opinion as an Exhibit to the Registration
Statement.  In giving our consent,  we do not admit that we are "experts" within
the  meaning of  Section 11 of the  Securities  Act or within  the  category  of
persons whose consent is required by Section 7 of said Act.


                                   Sincerely,
                                   Bruce L. Dibb, P.C.

                                   /s/  Bruce L. Dibb
                                   ------------------
                                   Bruce L. Dibb



BLD/jw

                                       8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17299}]
{"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": "333-60201", "film-number": "98674311"}, "business-address": {"street1": "AMERICAN PLAZA II", "street2": "57 WEST 200 SOUTH STE 350", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "801-322-1111"}, "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.)

57 West 200 South, Suite 350, Salt Lake City, Utah           84101
--------------------------------------------------           -----
(Address of principal executive offices)                  (Zip Code)

                     Chequemate-1998 Compensation Contracts
                     --------------------------------------
                            (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                  Amount to be          Proposed                     Proposed                Amount of
Securities to be          registered            maximum offering             maximum                 Registration
registered                                      price per unit               aggregate               Fee
                                                                             offering price
--------------------------------------------------------------------------------------------------------------------
Common Stock              34,869                $2.25                        $78,456.00              $23.15
--------------------------------------------------------------------------------------------------------------------
PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

                            ITEM 1. PLAN INFORMATION

         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 regulation  S-8 and is not included or set out under this item.
The written compensation contracts ("plans") simply provide for the registration
of officer/consultant shares as acquired under consulting agreements.

      ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         Registrant  undertakes  to give  to the  plan  participant  any and all
required  information under the plans.  Since the plans are not qualified and do
not involve any participation other than payment of consideration for consulting
services,  it is not anticipated that any specific  information will be required
to be given to plan participants other than a copy of the consulting  agreements
and the prospectus.  Registrant  does undertake to keep the Prospectus  material
current and to deliver such Prospectus to any plan participant.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant in completing  the  registration  of shares  pursuant to
this Form S-8 Registration Statement represents that it is incorporating by this
reference and has delivered to all participants the following documents.  Copies
of these documents are not required to be appended hereto,  and are not appended
or submitted with this Registration Form:

         1. Registrant's latest annual report,  including the Form 10-KSB annual
report filed pursuant to ss.15(d) of the Exchange Act.

                                       2
2. All other  reports  filed by the  Registrant  during the last fiscal
year under ss.15(d) of the Exchange Act.

         3. A copy  of the  Prospectus  materials  required  by  Part I of  this
Registration Statement, including the consulting agreements.

         4. All documents  subsequently filed by the Company pursuant to Section
15(d) of the Securities Exchange Act of 1934, as amended, after the date of this
Registration   Statement  and  prior  to  such  time  as  the  Company  files  a
post-effective amendment to this Registration Statement which indicates that all
such  securities  offered hereby have been sold, or which  deregisters  all such
securities  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.

                        ITEM 4. DESCRIPTION OF SECURITIES

         The total number of securities offered under the consulting  agreements
are Thirty Four Thousand Eight Hundred Sixty Nine (34,869) shares,  all of which
are common  stock of the  Registrant.  The  Company has only one class of common
stock;  500,000,000 shares authorized at $0.0001 par value. Each share of common
stock is entitled to one vote per share.  There are no cumulative voting rights.
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 of business or election,  and
shall constitute a majority approval or disapproval of matters voted upon at any
such meeting.  There are no dividend rights attached to the shares.  The Company
presently  does  not  pay  any  dividends  and  has no  foreseeable  plan to pay
dividends.  The shares are not  subject to any  outstanding  conversion  rights,
sinking fund, or redemption  provisions.  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 of the experts  retained by the Company in the  preparation of this
Registration  Statement  (including  retained legal  counselors and  independent
auditors of the Company) are acquiring any interest or rights in the  Registrant
or its stock based upon the  exercise of any option  rights or upon a contingent

                                       3
basis related to this Registration or otherwise,  and have been paid directly by
the Company pursuant to their regular and customary hourly fee agreements.

               ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Officers and  directors of the  Registrant,  Chequemate  International,
Inc.,  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 the
Company. 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 the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  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  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  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,  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 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 the Company.  Shares received pursuant to the
consulting agreement are believed to be registered pursuant to the provisions of
this Form S-8 registration.

                                ITEM 8. EXHIBITS.

         Attached  hereto and  incorporated  by this reference is the opinion of
counsel as to legality of shares issued.

                                       4
ITEM 9. UNDERTAKINGS.

         The undersigned  Registrant hereby undertakes to file during any period
in which  offers  or sales are  being  made  pursuant  to this  registration,  a
post-effective amendment to this Registration Statement:

         (a) 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) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant'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)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933, as amended, may be permitted to directors,  officers and
controlling persons of the Registrant pursuant to the foregoing  provisions,  or
otherwise, the Registrant 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
the  Registrant  of the  expenses  incurred  or paid by a  director,  officer or
controlling  person of the Registrant 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,  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 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.

                                       5
SIGNATURES

         The Registrant.  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 a 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 Salt Lake, State of Utah, on May_____ , 1998.

                                                  CHEQUEMATE INTERNATIONAL, INC.

                                                  By____________________________
                                                  Its: Chief Executive Officer

         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.

-----------------                     ---------------                           
Blaine Harris                         Robert Warfield                           
Chairman and CEO                      Director                                  

Dated                                 Dated                                     
     ----------                            ----------                           

-----------------                     ---------------                           
Harold P. Glick                       John V. Garrett                           
Director                              Chief Financial Officer                   

Dated                                 Dated                                     
     ----------                            ---------- 

-----------------                                              
Chuck Coonradt
Director

Dated
     ----------

S-8-1998.491

                                       6
July 30, 1998

Chequemate International
57 West 200 South, Suite 350
Salt Lake City, Utah 84101

                  Re:  Issuance of Chequemate  International  Shares Pursuant to
                       Stock Options

To Whom It May Concern:

                  We have acted as counsel for Chequemate International, Inc., a
Utah  corporation  (the "Company") in conjunction with the preparation of a Form
S-8  Registration  Statement  (the  Registration  Statement") to be filed by the
Company with the Securities and Exchange  Commission under the Securities Act of
1933, as amended (the "Securities Act"),  relating to up to 34,869 shares of the
Company's  common  stock,   $0.0001  par  value  (the  "Common  Stock"),  to  be
potentially  issued  pursuant to consulting  agreements.  For the purpose of the
Form S-8 registration, the consulting agreements are referred to as the "Plans".

         We have  examined:  (i) the  Plans;  (ii)  the  Form  S-8  Registration
Statement; (iii) the Company's Prospectus pursuant to the Form S-8 Registration;
(iv) resolutions of the Company's Board of Directors  relating to the Plans; and
(v) such other documents and records as we have deemed necessary to enable us to
render this option.

         Based upon the foregoing, we are of the opinion that:

         1. The Company is a corporation  validly existing under the laws of the
State of Utah.

         2. The Common  Stock,  when issued and paid for in the manner set forth
in the Plans,  will be validly  issued,  fully  paid and  nonassessable,  and no
personal liability will attach to the ownership thereof.

                                       7
Chequemate International
June 18, 1997
Page 2

         We consent to the use of this opinion as an Exhibit to the Registration
Statement.  In giving our consent,  we do not admit that we are "experts" within
the  meaning of  Section 11 of the  Securities  Act or within  the  category  of
persons whose consent is required by Section 7 of said Act.

                                   Sincerely,
                                   Bruce L. Dibb, P.C.

                                   /s/  Bruce L. Dibb
                                   ------------------
                                   Bruce L. Dibb

BLD/jw

                                       8