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-1999 Compensation Contract
                      -------------------------------------
                            (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
-----------------------------------------------------------------------------------------------------------------

Title of Securities       Amount to be          Proposed maximum             Proposed                Amount of
to be registered          registered            offering price per unit      maximum                 Registration
                                                                             aggregate               Fee
                                                                             offering price
<S>                       <C>                   <C>         <C>              <C>                     <C>
Common Stock              300,000               $3.09375    (1)              $928,125.00             $259.00
</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 average of the bid and asked price as of
         June 10, 1999 (which is within 5 business days prior to the date of the
         filing of this registration statement).


                                        1

<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  ("plan")  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.

         The  Company  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 the
Company, at http:// www.sec.gov.

         The  following  documents  have  been  filed  by the  Company  with the
Commission  and are hereby  incorporated  by  reference  into this  Registration
Statement:  (i) Annual  Report on Form 10- K for the fiscal year ended March 31,
1998, (ii) Quarterly  Reports of the Company,  and amendments  thereto,  on Form
10-QSB for the quarters ended June 31, 1998, September 30, 1998 and December 30,
1998;  and (iii) the Company's  Form 8-K dated December 23, 1998 relating to the
acquisition of certain assets of Alpha  Broadcasting  Communications,  which are
used in the C-3D Digital III  pay-per-view  division of the  Company.  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 Registration Statement and prior
to the  termination  of this  offering  shall be  deemed to be  incorporated  by
reference in this  Registration  Statement 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  Registration  Statement  to the extent  that a statement

                                        2

<PAGE>

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  Registration
Statement.

         The Company will provide  without  charge to each person to whom a copy
of this Registration Statement 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  Registration
Statement  incorporates).  Requests  should be directed to Mr. Steven  Anderson,
Chief Financial Officer, at the Company's principal executive offices located at
57 West 200 South, Suite 350, Salt Lake City, Utah 84101, telephone number (801)
322-1111.

ITEM 4.  DESCRIPTION OF SECURITIES

The total number of securities  registered  hereunder are Three Hundred Thousand
(300,000) shares,  all of which are common stock of the Company.  The Company is
presently  authorized to issue 500,000,000 shares of its Common Stock. As of May
31, 1999, there were 22,137,742  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 Company
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 the Company,
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 or  against  any item 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.  The Company
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.



                                        3

<PAGE>

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Officers and directors of the Company, 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 Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 Company of 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 with the securities being
registered,  the Company  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.



                                        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.

         The undersigned Company 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 the Company'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 the Company  pursuant to the  foregoing  provisions,  or


                                        5

<PAGE>

otherwise,  the Company 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  Company  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 with the securities being registered, the Company 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, the Company
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 June 15, 1999.


                         CHEQUEMATE INTERNATIONAL, 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.

/s/ Blaine Harris                                    June 15, 1999
----------------------------------------
Blaine Harris, Chairman of the Board


/s/ John Bartholomew                                 June 15, 1999
----------------------------------------
John Bartholomew, Director


/s/ Hal Glick                                        June 15, 1999
----------------------------------------
Hal Glick, Director


/s/ Andre Peterson                                   June 15, 1999
----------------------------------------
Andre Peterson, Director


/s/ Robert E. Warfield                               June 15, 1999
----------------------------------------
Robert E. Warfield, Director


/s/ Steven Anderson                                  June 15, 1999
----------------------------------------
Steven Anderson, Chief Financial Officer
and Principal Accounting Officer


                                        7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16459}]
{"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": "333-81045", "film-number": "99648765"}, "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.)

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

                      Chequemate-1999 Compensation Contract
                      -------------------------------------
                            (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 unit      maximum                 Registration
                                                                             aggregate               Fee
                                                                             offering price
Common Stock              300,000               $3.09375    (1)              $928,125.00             $259.00
(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 average of the bid and asked price as of
         June 10, 1999 (which is within 5 business days prior to the date of the
         filing of this registration statement).

                                        1
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  ("plan")  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.

         The  Company  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 the
Company, at http:// www.sec.gov.

         The  following  documents  have  been  filed  by the  Company  with the
Commission  and are hereby  incorporated  by  reference  into this  Registration
Statement:  (i) Annual  Report on Form 10- K for the fiscal year ended March 31,
1998, (ii) Quarterly  Reports of the Company,  and amendments  thereto,  on Form
10-QSB for the quarters ended June 31, 1998, September 30, 1998 and December 30,
1998;  and (iii) the Company's  Form 8-K dated December 23, 1998 relating to the
acquisition of certain assets of Alpha  Broadcasting  Communications,  which are
used in the C-3D Digital III  pay-per-view  division of the  Company.  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 Registration Statement and prior
to the  termination  of this  offering  shall be  deemed to be  incorporated  by
reference in this  Registration  Statement 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  Registration  Statement  to the extent  that a statement

                                        2
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  Registration
Statement.

         The Company will provide  without  charge to each person to whom a copy
of this Registration Statement 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  Registration
Statement  incorporates).  Requests  should be directed to Mr. Steven  Anderson,
Chief Financial Officer, at the Company's principal executive offices located at
57 West 200 South, Suite 350, Salt Lake City, Utah 84101, telephone number (801)
322-1111.

ITEM 4.  DESCRIPTION OF SECURITIES

The total number of securities  registered  hereunder are Three Hundred Thousand
(300,000) shares,  all of which are common stock of the Company.  The Company is
presently  authorized to issue 500,000,000 shares of its Common Stock. As of May
31, 1999, there were 22,137,742  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 Company
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 the Company,
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 or  against  any item 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.  The Company
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.

                                        3
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Officers and directors of the Company, 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 Company pursuant to the foregoing provisions,  or otherwise,  the
Company 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 Company of 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 with the securities being
registered,  the Company  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.

                                        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.

         The undersigned Company 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 the Company'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 the Company  pursuant to the  foregoing  provisions,  or

                                        5
otherwise,  the Company 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  Company  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 with the securities being registered, the Company 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, the Company
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 June 15, 1999.

                         CHEQUEMATE INTERNATIONAL, 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/ Blaine Harris                                    June 15, 1999
----------------------------------------
Blaine Harris, Chairman of the Board

/s/ John Bartholomew                                 June 15, 1999
----------------------------------------
John Bartholomew, Director

/s/ Hal Glick                                        June 15, 1999
----------------------------------------
Hal Glick, Director

/s/ Andre Peterson                                   June 15, 1999
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Andre Peterson, Director

/s/ Robert E. Warfield                               June 15, 1999
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Robert E. Warfield, Director

/s/ Steven Anderson                                  June 15, 1999
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Steven Anderson, Chief Financial Officer
and Principal Accounting Officer

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