<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                    For Quarterly Period Ended: June 30, 2000


                        Commission File Number: 01-15043


                         CHEQUEMATE INTERNATIONAL, INC.
              ----------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


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

      330 Washington Boulevard, Suite 507, Marina del Rey, California 90292
            ---------------------------------------------------------
                    (Address of principal executive offices)


                                 (310) 306-6666
                              --------------------
                           (Issuer's Telephone Number)


         Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirement for the past 90 days .
YES  X   NO
   -----   -----

         State the number of shares outstanding of each of the issuer's common
equity, as of the latest practicable date: August 17, 1999: 10,246,357

Transitional Small Business Format:  YES      NO  X
                                        -----   -----





<PAGE>







                                TABLE OF CONTENTS

                           PART I-FINANCIAL INFORMATION

<TABLE>


<S>                                                                                             <C>
Item 1. Financial Statements

UNAUDITED CONSOLIDATED BALANCE SHEETS............................................................5

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS..................................................8

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS...................................................9

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS............................................10

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operation...........................................15

GENERAL INFORMATION.............................................................................

RESULTS OF OPERATIONS...........................................................................

LIQUIDITY AND CAPITAL RESOURCES.................................................................

FORWARD LOOKING STATEMENTS......................................................................

                            PART II-OTHER INFORMATION

Item 1. Legal Proceedings.......................................................................18

Item 2. Changes in Securities...................................................................18

Item 5. Other Information.......................................................................18

Item 6. Exhibits and Reports on Form 8-K........................................................19
</TABLE>








<PAGE>





               PART I - FINANCIAL INFORMATION




                         CHEQUEMATE INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                               (dba C3-D Digital)

                        Consolidated Financial Statements

                             June 30, 2000 and 1999










<PAGE>




                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT



To the Board of Directors and Stockholders
Chequemate International, Inc. and Subsidiaries
(dba C3-D Digital)
124 Ferry St. SW
Albany, OR 97321


We have reviewed the accompanying consolidated balance sheet of Chequemate
International, Inc. and Subsidiaries as of June 30, 2000 and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
three months ended June 30, 2000. These consolidated financial statements are
the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data, and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with generally accepted auditing standards, which will be performed for the full
year with the objective of expressing an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying financial statements referred to above for them to
be in conformity with accounting principles generally accepted in the United
States.

We have previously audited, in accordance with auditing standards generally
accepted in the United States, the consolidated balance sheet of Chequemate
International, Inc. and Subsidiaries as of March 31, 2000, and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
year then ended (not presented herein) and in our report dated July 7, 2000, we
expressed an unqualified opinion on those consolidated financial statements.



HJ & Associates, LLC
Salt Lake City, Utah
August 17, 2000


<PAGE>









                                 C O N T E N T S

<TABLE>
<S>                                                                                                               <C>
Consolidated Balance Sheets ..................................................................................... 5

Consolidated Statements of Operations ........................................................................... 7

Consolidated Statements of Cash Flows ........................................................................... 8

Notes to Consolidated Financial Statements ...................................................................... 9
</TABLE>




<PAGE>



                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                           Consolidated Balance Sheets


                                     ASSETS

<TABLE>
<CAPTION>

                                                                              June 30,             March 31,
                                                                                2000                 2000
                                                                         -----------------     -----------------
                                                                             (Unaudited)
<S>                                                                      <C>                   <C>
CURRENT ASSETS

  Cash                                                                   $         262,575     $          49,815
  Accounts receivable - net of allowances of $472,096
   and $422,096, respectively                                                      105,898               213,268
  Inventory (Note 2)                                                               707,603               727,512
  Prepaid expenses                                                                 141,037                74,170
                                                                         -----------------     -----------------

     Total Current Assets                                                        1,217,113             1,064,765
                                                                         -----------------     -----------------

PROPERTY AND EQUIPMENT (Note 3)                                                  1,586,575             1,428,641
                                                                         -----------------     -----------------

OTHER ASSETS

  Notes receivable                                                                  50,000                50,000
  Product rights                                                                 2,327,645             2,548,259
  Movie production cost (net)                                                      801,732               809,640
  Refundable deposits                                                              135,366                47,159
                                                                         -----------------     -----------------

     Total Other Assets                                                          3,314,743             3,455,058
                                                                         -----------------     -----------------

     TOTAL ASSETS                                                        $       6,118,431     $       5,948,464
                                                                         =================     =================
</TABLE>


    The accompanying notes are an integral part of this financial statement.


                                        6

<PAGE>



                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                     Consolidated Balance Sheets (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>

                                                                              June 30,             March 31,
                                                                                2000                 2000
                                                                         -----------------     -----------------
                                                                            (Unaudited)
<S>                                                                      <C>                   <C>
CURRENT LIABILITIES

  Accounts payable                                                       $         428,941     $       1,089,974
  Short-term obligations                                                           753,410             1,972,502
  Accrued expenses                                                                 373,149               376,391
  Income tax payable                                                                   500                   500
  Accrued interest payable                                                         226,105               123,605
  Current portion long-term debt (Note 5)                                        2,995,787             3,625,787
                                                                         -----------------     -----------------

     Total Current Liabilities                                                   4,777,892             7,188,759
                                                                         -----------------     -----------------

     Total Liabilities                                                           4,777,892             7,188,759
                                                                         -----------------     -----------------


STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, $0.0001 par value, 500,000,000 shares
   authorized, 10,345,925 and 6,781,669 shares
   outstanding at June 30, 2000 and March 31, 2000,
   respectively                                                                     1,035                   678
  Capital in excess of par                                                      45,632,593            36,900,982
  Accumulated deficit                                                          (44,293,089)          (38,141,955)
                                                                         -----------------     -----------------

     Total Stockholders' Equity (Deficit)                                        1,340,539            (1,240,295)
                                                                         -----------------     -----------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                                         $       6,118,431     $       5,948,464
                                                                         =================     =================
</TABLE>

    The accompanying notes are an integral part of this financial statement.


                                        7

<PAGE>



                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>

                                                                                  For the Three Months Ended
                                                                                           June 30,
                                                                         ---------------------------------------
                                                                                  2000                 1999
                                                                         -----------------     -----------------

<S>                                                                      <C>                   <C>
REVENUES                                                                 $         117,709     $         767,009

COST OF SALES                                                                      364,412               332,949
                                                                         -----------------     -----------------

GROSS PROFIT (LOSS)                                                               (246,703)              434,060
                                                                         -----------------     -----------------

EXPENSES

   Selling expenses                                                                254,628               810,875
   General and administrative                                                    5,553,271             1,515,306
                                                                         -----------------     -----------------

     Total Expenses                                                              5,807,899             2,326,181
                                                                         -----------------     -----------------

OTHER INCOME (EXPENSE)

   Interest income                                                                  12,544                 7,481
   Interest expense                                                               (109,076)              (90,486)
                                                                         -----------------     -----------------

     Net Other Expense                                                             (96,532)              (83,005)
                                                                         -----------------     -----------------

NET (LOSS) BEFORE INCOME TAXES                                                  (6,151,134)           (1,975,126)

INCOME TAX PROVISION                                                                -                     -
                                                                         -----------------     -----------------

NET (LOSS)                                                               $      (6,151,134)    $      (1,975,126)
                                                                         =================     =================

(LOSS) PER SHARE                                                         $           (0.75)    $           (0.35)
                                                                         =================     =================

AVERAGE NUMBER OF SHARES OUTSTANDING                                             8,173,783             5,664,162
                                                                         =================     =================
</TABLE>

    The accompanying notes are an integral part of this financial statement.


                                        8

<PAGE>



                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                                 For the Three Months Ended
                                                                                          June 30,
                                                                         ---------------------------------------
                                                                                 2000                   1999
                                                                         -----------------     -----------------

<S>                                                                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net (loss)                                                            $      (6,151,134)    $      (1,975,126)
   Adjustments to reconcile net loss to net cash
    provided by operating activities:
     Depreciation and amortization                                                 309,053               113,783
     Bad debt expense                                                               50,000                -
     Common sock and options issued for services                                 7,431,968                -
   Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                                     57,370              (125,645)
     (Increase) decrease in inventory                                               19,909              (166,624)
     (Increase) decrease in prepaid expense                                        (66,867)             (120,630)
     (Increase) decrease in deposits                                               (88,207)               -
     Increase (decrease) in accounts payable                                      (661,033)              156,567
     Increase (decrease) in short-term debt                                     (1,219,092)               -
     Increase (decrease) in accrued expenses                                        (3,242)               11,548
     Increase (decrease) in accrued interest                                       102,500                55,774
                                                                         -----------------     -----------------

       Net Cash (Used) by Operating Activities                                    (218,775)           (2,351,797)
                                                                         -----------------     -----------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of fixed assets                                                       (238,465)               -
   Purchase of movie rights                                                         -                   (262,876)
                                                                         -----------------     -----------------

       Net Cash (Used) by Investing Activities                                    (238,465)             (262,876)
                                                                         -----------------     -----------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from common stock                                                       -                    465,980
   Proceeds from debt                                                              670,000               500,000
   Payments of capital leases                                                       -                    (13,602)
   Payments of long-term debt                                                       -                    (59,746)
                                                                         -----------------     -----------------

       Net cash Provided by Financing Activities                                   670,000               892,632
                                                                         -----------------     -----------------

NET (DECREASE) IN CASH                                                             212,760            (1,420,597)

CASH AT BEGINNING OF PERIOD                                                         49,815             1,732,199
                                                                         -----------------     -----------------

CASH AT END OF PERIOD                                                    $         262,575     $         311,602
                                                                         =================     =================
</TABLE>

    The accompanying notes are an integral part of this financial statement.


                                        9

<PAGE>



                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             June 30, 2000 and 1999


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              BASIS OF PRESENTATION

              The consolidated financial statements presented are those of
              Chequemate International, Inc. and its wholly-owned subsidiary.
              Chequemate International, Inc. is presently engaged in the
              business of centric graphical software applications, hotel
              pay-per-view services and cable channel services.

              In the opinion of management, the unaudited financial statements
              reflect all adjustments, consisting only of normal recurring
              accruals necessary for a fair presentation of (a) the consolidated
              statements of operations for the three month period ended June 30,
              2000 and 1999, (b) the consolidated financial position at June 30,
              2000 and (c) the consolidated statements of cash flows for the
              three month period ended June 30, 2000 and 1999. The accounting
              policies followed by the Company are set forth in the Notes to the
              Consolidated Financial Statements of the Company for the fiscal
              year ended March 31, 2000. The results of operations for interim
              periods are not necessarily indicative of the result to be
              expected for the full year.

              The unaudited financial statements have been prepared in
              accordance with generally accepted accounting principles for
              interim financial information and with the instructions to Form
              10-Q. Accordingly, they do not include all of the footnotes
              required to be presented for complete financial statements. The
              accompanying financial statements include all adjustments
              (consisting only of normal recurring accruals) which are, in the
              opinion of management, necessary for a fair presentation of the
              results for the interim periods presented.

              The financial statements and related disclosures have been
              prepared with the presumption that users of the interim financial
              information have read or have access to the audited financial
              statements for the preceding fiscal year. Accordingly, these
              financial statements should be read in conjunction with the
              audited financial statements and the related notes thereto
              included in the Company's Annual Report on Form 10-K as filed with
              the Securities and Exchange Commission on July 14, 2000.

              REVENUE RECOGNITION

              Revenue is recognized on an accrual basis upon deliver of the
              software or product, or as customers view pay-per-view items.
              Revenue consists of software sales, product sales, license fees,
              and monthly hotel pay-per-view fees.

              PROPERTY AND EQUIPMENT

              Property and equipment are stated at cost with depreciation and
              amortization computed on the straight line method. Property and
              equipment are depreciated over the following estimated useful
              lives:
<TABLE>
<CAPTION>

                                                                              Years
                                                                            ---------
<S>                                                                         <C>
                        Office furniture                                       5-7
                        Machinery and equipment                                 5
</TABLE>


                                       10

<PAGE>



                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             June 30, 2000 and 1999


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              BASIC LOSS PER SHARE

              Basic loss per share is calculated using a weighted average for
              common stock.

<TABLE>
<CAPTION>

                                                                         For the Three Months Ended
                                                                              June 30, 2000
                                                        ----------------------------------------------------------
                                                             Loss                Shares             Per Share
                                                          (Numerator)         (Denominator)          Amount
                                                        ------------------  ------------------  ------------------
<S>                                                     <C>                 <C>                 <C>
              Net loss                                  $       (6,151,134)          8,173,783  $            (0.75)
                                                        ==================  ==================  ==================
</TABLE>


<TABLE>
<CAPTION>

                                                                         For the Three Months Ended
                                                                               June 30, 1999
                                                        ----------------------------------------------------------
                                                             Loss                Shares             Per Share
                                                          (Numerator)         (Denominator)          Amount
                                                        ------------------  ------------------  ------------------
<S>                                                     <C>                 <C>                 <C>
              Net loss                                  $       (1,975,126)          5,664,162  $            (0.35)
                                                        ==================  ==================  ==================
</TABLE>

              CASH FLOWS

              For purposes of reporting cash flows, cash and cash equivalents
              include cash on hand and cash on deposit with banks.

              INCOME TAXES

              The Company's tax basis is the same as the Company's financial
              statement basis. The Company has net operating loss carryforwards
              of approximately $23,000,000 available to offset future federal
              and state income tax through 2020. The Company has not recorded a
              tax benefit attributable to the carryforwards because realization
              of such has been offset by a valuation allowance for the same
              amount.

              ESTIMATES

              The preparation of financial statements in conformity with
              generally accepted accounting principles requires management to
              make estimates and assumptions that affect the reported amounts of
              assets and liabilities and disclosure of contingent assets and
              liabilities at the date of the financial statements and the
              reported amounts of revenues and expenses during the reporting
              period. Actual results could differ from those estimates.


                                       11

<PAGE>



                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             June 30, 2000 and 1999


NOTE 2 -       INVENTORY

<TABLE>
<CAPTION>

                                                                                June 30,             March 31,
                                                                                 2000                 1999
                                                                            -----------------    ---------------
<S>                                                                         <C>                  <C>
                          Finished goods                                    $         707,603    $       727,512
                                                                            -----------------    ---------------

                                                                            $         707,603    $       727,512
                                                                            =================    ===============
</TABLE>

              The Company inventories are stated at the lower of cost or market,
              using the first-in, first-out (FIFO) method. Inventories consist
              mainly of components related to the 3-D electronic devices product
              and pay-per-view operations.

NOTE 3 -      PROPERTY AND EQUIPMENT

              Property and equipment as of June 30, 2000 and March 31, 2000 are
              detailed in the following summary:

<TABLE>
<CAPTION>

                                                                                          Net Book Value
                                                                    Accumulated   ---------------------------------
                                                     Cost           Depreciation      6-30-2000         3-31-2000
                                                 -------------  ----------------  ---------------  ----------------
<S>                                              <C>            <C>               <C>              <C>
              Office furniture and fixtures      $     196,759  $         45,401  $       151,358  $        126,894
              Machinery and equipment                1,275,682           299,608          976,074           949,013
              Hotel pay-per view equipment             582,918           123,775          459,143           351,734
                                                 -------------  ----------------  ---------------  ----------------

                   Total                         $   2,055,359  $        468,784  $     1,586,575  $      1,428,641
                                                 =============  ================  ===============  ================
</TABLE>

              Depreciation expense is computed principally on the straight line
              method in amounts sufficient to write off the cost of depreciable
              assets over their estimated useful lives. Depreciation expense for
              the three months ended June 30, 2000 and March 31, 2000 amounted
              to $77,531 and $205,471, respectively.

NOTE 4 -      STOCKHOLDERS' EQUITY

              The Company is authorized to issue 500,000,000 shares of common
              stock, par value $.0001. As of June 30, 2000, the Company has
              issued 10,345,925 shares of common stock. On February 2, 2000, the
              Company authorized a 1:4 reverse stock split. The consolidated
              financial statements have been retroactively restated to reflect
              the reverse stock split.


                                       12

<PAGE>



                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             June 30, 2000 and 1999


NOTE 5 -      LONG-TERM DEBT

              Notes payable as of June 30, 2000 and March 31, 2000 are detailed
              in the following summary:

<TABLE>
<CAPTION>

                                                                                    June 30,           March 31,
                                                                                     2000               2000
                                                                                 ---------------  ----------------
                                                                                  (Unaudited)
<S>                                                                              <C>              <C>
              Note payable to a company; due in monthly
               installments of $3,244 which includes
               interest at 8%; due July, 1999, unsecured.                        $        48,287  $         48,287

              Promissory notes to various companies;
               April 1, 2001, which includes interest at 12%,
               secured by tangible and intangible assets.                              2,500,000         3,050,000

              Note payable to a company; due June 8, 2000,
               interest at 10% due monthly, secured by
               equipment and inventory.                                                  440,000           440,000

              Note payable to a company; unsecured, due in
               monthly installments of $19,654, which includes
               interest at 6%; due October 1999.                                           7,500            87,500
                                                                                 ---------------  ----------------

                   Total long-term debt                                                2,995,787         3,625,787

                   Less: current portion                                              (2,995,787)        3,625,787
                                                                                 ---------------  ----------------

                   Long-term portion                                             $        -       $         -
                                                                                 ===============  ================
</TABLE>

              Maturities of long-term debt are summarized below:

<TABLE>
<S>                                                                                            <C>
                                               Period ending June 30,         2001             $       2,995,787
                                                                              2002                        -
                                                                              2003                        -
                                                                              2004                        -
                                                                              2005                        -
                                                                                               -----------------

                                                                              Total            $       2,995,787
                                                                                               =================
</TABLE>


                                       13

<PAGE>



                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             June 30, 2000 and 1999


NOTE 6 -      CASH FLOW AND NON CASH INVESTING AND FINANCING ACTIVITIES

              CASH FLOW INFORMATION

<TABLE>
<CAPTION>

                                                                                      June 30,        March 31,
                                                                                       2000            2000
                                                                                   --------------  -------------
<S>                                                                                <C>             <C>
              Interest paid                                                        $       18,478  $       2,134

              Income taxes paid                                                    $          500  $         500
</TABLE>

              NON-CASH INVESTING AND FINANCING ACTIVITIES

              For the years ending June 30, 2000 and March 31, 2000, the Company
              incurred the following non-cash investing and financing
              activities.

<TABLE>
<CAPTION>

                                                                                      June 30,        March 31,
                                                                                       2000            2000
                                                                                   --------------  -------------
<S>                                                                                <C>             <C>
              Capital lease obligations incurred                                   $       -       $      -
              Issuance of stock and options for services
               rendered                                                            $    7,431,968  $   8,345,561
              Issuance of stock for assets                                         $       -       $     510,313
              Issuance of stock for debt                                           $    1,300,000  $   3,768,610
</TABLE>



                                       14

<PAGE>



ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations


GENERAL INFORMATION

              For more detailed information regarding the financial position of
the Company, please refer to the Unaudited Financial Statements for the first
quarter (three months) of the fiscal year 2001 ended June 30, 2000.


RESULTS OF OPERATIONS


<TABLE>
<CAPTION>

                                                                 For the Three Months Ended
                                                                           June 30,
                                                                  ------------------------
                                                                    2000            1999
                                                                  --------       ---------
<S>                                                               <C>            <C>
REVENUES                                                          $117,709       $ 767,009

COST OF SALES                                                      364,412         332,949
                                                                  --------       ---------

GROSS PROFIT (LOSS)                                               (246,703)        434,060
                                                                  --------       ---------
</TABLE>



              Revenues fell substantially, as a contract for the sale of
software in Japan expired. This contract previously yielded approximately
$100,000 per month. Additionally, the software development division of the
Company adopted a new strategy this year of giving the Strata3D software package
away for free, and charging for upgrades and plugins, manuals and instructional
videotapes.


<TABLE>
<S>                                                                      <C>              <C>
EXPENSES

              Selling expenses                                                   254,628         810,875
              General and administrative                                       5,553,271       1,515,306
                                                                         ---------------

                  Total Expenses                                               5,807,899       2,326,181
                                                                         ---------------

OTHER INCOME (EXPENSE)

              Interest income                                                     12,544           7,481
              Interest expense                                                  (109,076)        (90,486)
                                                                         ---------------  --------------

                  Net Other Expense                                              (96,532)        (83,005)
                                                                         ---------------  --------------
</TABLE>



                                       15

<PAGE>



<TABLE>
<S>                                                                  <C>             <C>
NET (LOSS) BEFORE INCOME TAXES                                        (6,151,134)     (1,975,126)

INCOME TAX PROVISION                                                           -               -
                                                                     -----------     -----------

NET (LOSS)                                                           $(6,151,134)    $(1,975,126)
                                                                     ===========     ===========
</TABLE>





                                     ASSETS

<TABLE>
<CAPTION>

                                                                              June 30,
                                                                                2000
                                                                         -----------------
                                                                             (Unaudited)
<S>                                                                      <C>
CURRENT ASSETS

  Cash                                                                   $         262,575
  Accounts receivable - net of allowances                                          105,898
  Inventory                                                                        707,603
  Prepaid expenses                                                                 141,037
                                                                         -----------------

     Total Current Assets                                                        1,217,113
                                                                         -----------------




PROPERTY AND EQUIPMENT                                                           1,586,575
                                                                         -----------------






OTHER ASSETS

  Notes receivable                                                                  50,000
  Product rights                                                                 2,327,645
  Movie production cost (net)                                                      801,732
  Refundable deposits                                                              135,366
                                                                         -----------------

     Total Other Assets                                                          3,314,743
                                                                         -----------------

     TOTAL ASSETS                                                        $       6,118,431
                                                                         =================
</TABLE>


                                       16

<PAGE>





                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>

                                                                              June 30,
                                                                                2000
                                                                         -----------------
                                                                            (Unaudited)
<S>                                                                      <C>
CURRENT LIABILITIES

  Accounts payable                                                       $         428,941
  Short-term obligations                                                           753,410
  Accrued expenses                                                                 373,149
  Income tax payable                                                                   500
  Accrued interest payable                                                         226,105
  Current portion long-term debt (Note 5)                                        2,995,787
                                                                         -----------------

     Total Current Liabilities                                                   4,777,892
                                                                         -----------------

     Total Liabilities                                                           4,777,892
                                                                         -----------------
</TABLE>









LIQUIDITY AND CAPITAL RESOURCES

   The Company continues to be dependent on investment capital to fund its
operations. The Company has made arrangements with some of its consultants to
receive stock in lieu of cash for the services they render to the Company. There
can be no assurance that the Company will continue to be able to attract
sufficient investment capital to fund its operations, or that the consultants
will continue to accept stock in lieu of cash. The Company is negotiating with
an offshore investor to establish an equity line of credit.



FORWARD LOOKING STATEMENTS

   This filing includes "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "PSLRA"). The SLRA
provides a "safe harbor" for such statements to encourage companies to provide
prospective information about themselves so long as such information is
identified as forward-looking and is accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in the information. All statements other
than statements of historical fact made in this report or incorporated by
reference are forward-looking. In particular, the statements herein regarding
the availability of adequate funding and progress in the development of its
various business segments are forward-looking statements. Forward-looking
statements represent management's current expectations and are inherently
uncertain. Investors are warned that the Company's actual results may differ
significantly from management's expectations and, therefore, from the results
discussed in such forward-looking statements.




                                       17

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1 - Legal Proceedings

   On June 22, 1998 a suit was filed against Chequemate International, Inc. in
the District Court for the Northern District of Illinois Eastern Division. The
plaintiff, BH Productions, Inc., d/b/a Ignite Advertising is seeking payment
remaining under a contract for advertising services entered into in October
1997. The case was settled, and the Company is making monthly payments of
$10,000. There are four payments remaining under the settlement agreement. The
liability is reflected in the financial statements.

         The Company has been named as a defendant in litigation entitled Rocky
Mountain Employee Benefits, Inc. v. Chequemate International, Inc., Case No.
990912557, Third Judicial District Court of Salt Lake County, Utah. This suit
was filed on December 30, 1999, and is for damages for an alleged breach by the
Company of a lease for commercial property. Settlement negotiations are in
progress. The Company's maximum exposure is estimated to be approximately
$170,000 (present value of balance of lease)

         The Company has been named as a defendant in litigation entitled
Transwestern American Plaza II, L.L.C. v. Chequemate International, Inc., Case
No. 990903164, Third Judicial District Court of Salt Lake County, Utah. This
suit was filed on or about March 23, 1999, and is for damages for an alleged
breach of a lease for commercial property. Settlement negotiations are in
progress. The Company's maximum exposure is estimated to be approximately
$100,000 (present value of balance of lease)

   There may be other ongoing litigation not deemed material by management.



ITEM 2 - Changes in Securities

         Set forth in the table below is a summary of all securities sold by the
Company through the month of June in calendar year 2000 (without registering the
securities under the Securities Act of 1933), and which have not been previously
reported in the SEC filings of the Company.

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
  Date               Title and amount of          Consideration                    Class of persons to
                       Securities sold                                                 whom sold
---------------------------------------------------------------------------------------------------------------------
<S>                  <C>                          <C>                              <C>
A    6/30/2000       2,728 shares common          $30,000 worth                      U.S. Investor
                         stock                    Of advertising

---------------------------------------------------------------------------------------------------------------------
</TABLE>

         This transaction constituted a private placement under Regulation D.
The private placement transaction was made for services rendered to the Company,
and the investor is believed to be an accredited investor, as defined in Rule
501(a) of Regulation D.



ITEM 5 - Other Information

   In August, 2000, the Company renegotiated three agreements relating to its
Hotel Movie Network division.
   First, the Company received the necessary consent to acquire the Pay-Per-View
assets of a Canadian based company (Cinema Internet Networks, Inc.) partly in
exchange for stock to be registered. These assets were already being operated by
the Company, but the revenues were inaccessible to the Company.
   Second, the Company agreed to acquire, in exchange for registered stock, a
lease of personal property wherein the above Cinema Internet Networks was the
lessee, from the lessor, Scott Applegate.
   Third, the Company agreed to acquire from United Business Services, Inc., a
facility for manufacturing

                                       18
<PAGE>



and servicing Video On Call systems and devices, including all copyrighted
software and technology of the business.






ITEM 6 - EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

a.    Exhibits:

<TABLE>
<S>               <C>                                                              <C>
         10.1     Agreement between the Company and Cinema Internet Networks,
                  Inc. dated as of August 3, 2000.                                  21

         10.2     Agreement between the Company and Scott Applegate, dated
                  August 9, 2000.                                                   44

         10.3     Agreement between the Company and United Business Services,
                  dated August 8, 2000                                              45

         10.4     Consent of accountants HJ & Associates, LLC.                      67

         27       Financial Data Schedule (for SEC use only)                        68

</TABLE>

                  Reports on Form 8-K.

         May 26, 2000 Form 8-K report regarding the sale of stock to
                  Crooks Hollow Road, LLC for $2.8M, and the issuance of a dozen
                  convertible line of credit promissory notes aggregating $3M
                  and another two such notes for $1M each.



                                       19

<PAGE>



                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
                        Registrant has duly caused this report to be signed on
                  its behalf by the undersigned hereunto duly
                  authorized on the 21st day of August, 2000.

                                CHEQUEMATE INTERNATIONAL, INC.


                                By /s/ J. Michael Heil
                                  -----------------------------------
                                       J. Michael Heil
                                       Chairman and CEO

                                By /s/ Andre Peterson
                                  -----------------------------------
                                       Andre Peterson
                                       Director and Principal Accounting Officer



                                       20