<PAGE>




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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


                      For Fiscal Year Ended: March 31, 2000
                        Commission File Number: 001-15043

                         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 Blvd., Suite 507, Marina del Rey, CA 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 issuer's revenues for its most recent fiscal year:     $2,914,421

         Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B contained in this report and no disclosure will be
contained to the best of registrant's knowledge in definitive proxy or
information statements incorporated by reference in Part 111 of this Form 10-KSB
or any amendment to this Form 10-KSB: [ X ]

         As of June 30, 1999 the aggregate market value of the voting stock held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity as of a
specified date within the past 60 days (July 10, 2000): $36,046,075.

         State the number of shares outstanding of each of the issuer's common
equity, as of the latest practicable date: 9,302,213 as of July 11, 2000

         Transitional Small Business Format: YES     NO   X


                                       1
<PAGE>

                                TABLE OF CONTENTS

<TABLE>

                                     PART I


<S>                                                                                                                  <C>
Item 1. Description of Business.......................................................................................3

Item 2. Description of Property.......................................................................................7

Item 3. Legal Proceedings.............................................................................................7

Item 4. Submission of Matters to a Vote of Security Holders...........................................................8


                                     PART II

Item 5. Market for Common Equity......................................................................................8

Item 6. Management's Discussion and Analysis.........................................................................11

Item 7. Financial Statements.........................................................................................15

Item 8. Changes In and Disagreements With Accountants on Accounting
          and Financial Disclosure...................................................................................36


                                    PART III


Item 9. Directors and Executive Officers.............................................................................36

Item 10. Executive Compensation......................................................................................38

Item 11. Security Ownership of Certain Beneficial Owners and Management..............................................40

Item 12. Certain Relationships and Related Transactions..............................................................41

Item 13. Exhibits and Reports........................................................................................41

</TABLE>














                                     Part I


                                       2
<PAGE>

ITEM 1.  Description of Business

Forward Looking Statements

         This annual filing includes "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 (the "PSLRA").
The PSLRA 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.


History of the Company

         The Company was incorporated under the laws of the State of Texas on
April 21, 1989 under the name Ainsley Corporation. The Company issued its
initial shares of common stock on April 25, 1989 (inception) and was organized
primarily for the purpose of raising capital to take advantage of potential
business opportunities. The name of the Company was later changed to Automated
Compliance & Training, Inc. (AC&T), when the Texas corporation was merged with a
Utah corporation to make the change to Utah as state of incorporation. On
September 3, 1996, AC&T merged with its wholly owned subsidiary Chequemate
International, Inc. (the "Company" or "CMI") and assumed the name of the
subsidiary.

         On April 17, 1997 CMI formed a new wholly owned subsidiary named
Chequemate Third Dimension, Inc. The name has since been changed to Chequemate
Electronics, Inc. (CE). CE was formed to manufacture and market breakthrough 3D
imaging technology that was acquired from Advanced Technology Group, LLC (ATG).
On June 23, 1997 an agreement was finalized by which CE obtained the exclusive
worldwide license to the 3D technology developed by ATG.

         On November 12, 1998 the Company sold the assets associated with the
financial service segments of the business to TFL, LLC with its two principals
being former Chequemate International employees. Both TFL, LLC and the Company
continue to use the name Chequemate International, although the Company has
filed for, and is operating under, the fictitious name of C-3D Digital, Inc.

         On December 8, 1998 the Company purchased from Alpha Broadcasting
Corporation inventory, equipment and contracts to provide pay-per-view
television services to 19 hotel properties amounting to roughly 3,000 hotel
rooms. The purchase price was $1,000,000 and was accomplished through a
combination of 250,000 (pre-split) shares of restricted stock valued at $2.00
each, $60,000.00 cash, and a note for $440,000. On July 2, 1999 the Company
purchased additional equipment and contracts to provide pay-per-view television
services to an additional 21 properties. The purchase of these assets was
accomplished for the sum of $150,000 cash and 125,000 (pre-split) shares of
restricted common stock of the Company.

         On December 10, 1998 and March 31, 1999, the Company acquired the debt
position of several secured investors in Strata, Inc., a 3D software provider.
On June 16, 1999 these debt positions were used to foreclose on the assets and
technology previously owned by Strata, Inc. The Company continues to market the
developed software products of Strata.


                                       3
<PAGE>

         On June 10, 1999, 3D.COM, Inc., was formed under Utah law, and on
October 21, 1999, this wholly-owned subsidiary held its organizational meeting.
It is management's intention to transfer all the software development and
Internet related assets of the Company to this subsidiary.

         On February 2, 2000, the Company effected a one-for-four reverse split
of its outstanding stock.



Principal Products and Services

Cable Channel

         The Company has been operating its own cable channel since January 1,
1999. The channel signal is currently encrypted, meaning that only an authorized
subscriber or cable operator can tune in and receive the Company's channel. The
channel is currently accessible only by cable operators or by owners of Ku-Band
satellite dishes. The signal is carried on transponder 9 of the GE Spacenet 3
satellite. The programming on the channel continues to increase and consists of
movies that have been licensed for use by the Company as well as video content
that is produced by the Company or contracted for production by the Company.
Content acquisition and development is coordinated through the Company's Los
Angeles office.

         The Company is actively marketing its channel to cable operators across
the United States and has shown the service to cable operators at cable shows
such as the National Cable Television Association (NCTA), the National
Association of Television Programming Executives (NATPE), the Society of Cable
Television Engineers (SCTE) and the Western Cable Show. VisionComm, a cable
operator in Dallas, Texas, has successfully added the channel to its system and
began marketing it to its subscribers last year. Additional agreements have been
signed with cable operators CableAmerica Corporation in Arizona and Telepro
Communications in Bellevue, Washington. The channel is currently a premium
subscription channel (that is, not supported by advertising), with the cable
operator and the Company sharing the revenues.


Hotel Programming Services

         Another key business segment of the Company is its hotel Pay-Per-View
and direct digital television services or "Free to Guest" services, called the
Hotel Movie Network. The Company became involved in this business area through
acquisitions from Alpha Broadcasting Corporation. In the acquisitions, the
Company purchased a combination of operating service contracts with additional
inventory to outfit hotels for Pay-Per-View and "Free to Guest" services.

         The Company is interested in the hotel market as a focused test market
for its 3D technologies and as a stable revenue source. Currently the company
delivers television programming to approximately 11,000 hotel rooms. The hotel
properties are primarily located in Arizona, California, Idaho, Nevada, New
Mexico, Texas, Utah and Washington.



3D.COM Division
Strata Software Division

         On June 16, 1999, the Company formed the 3D.COM division by completing
the process of acquiring the assets and technology previously owned by Strata,
Inc., and combining them with the internal web effort of the Company. The
Company has hired former Strata, Inc. employees to support and sell the Strata
products for the Company. Strata, Inc. was one of the early pioneers in 3D
software. The Strata tool line has been used for such well-known projects as the
game "MYST"(c); television


                                       4
<PAGE>

shows like the "98 MTV Movie (c) Awards" (c),"Hercules" (c) and "Xena" (c); the
NBC dancing peacocks; the Warner Bros and Blockbuster web sites; the films
"Contact" (c), "5th Element" (c), "Batman Forever" (c), and many others.

         The core Strata products that will now be offered by the Company, are
the following:

         Strata 3DPro -TM-. Strata 3DPro is the premier 3D software product of
the Company and is available for Apple Macintosh, Windows 98, 2000 and NT.
Strata 3DPro has a retail price of $595. Strata 3DPro is used for creating 3D
images and animations for the web, video, movies, print, games and multimedia.
Strata 3DPro is well known for being used to create the graphics for the world's
best selling CD-Rom game, Myst (c). Recently Strata 3DPro has been used on
projects such as the Blockbuster Video Web site, the NBC dancing peacocks and
the movie CONTACT. The latest release adds special stereographic 3D features.
Strata 3DPro has an installed base of approximately 100,000 users.

         VideoShop. VideoShop is a professional quality non-linear video editor
and presently runs only on Apple Macintosh computers. VideoShop is priced at
$495 retail with a $395 street price. VideoShop is used primarily for
multimedia, web and desktop video tasks. It has been bundled on select Macintosh
computers for over five years and has developed an installed base of well over
one million customers through this process.

         MediaPaint -TM-. MediaPaint is a video painting and effects
application. MediaPaint is available for Apple Macintosh, Windows 98 and NT.
MediaPaint is priced at $695 retail with a $395 street price. MediaPaint is used
for professional projects on the Web, multimedia and broadcast video. MediaPaint
has an installed base of approximately 6,000 users.

The 3D.COM Virtual Reality Portal -TM-

         The Company recently launched the 3D.COM web portal. The portal is
designed to allow visitors to "go in" rather than just "go to" the web. 3D.COM
provides a web portal and technology products, but with the focus being on 3D
and virtual reality. Revenue is generated for the portal by ad placement on the
website and through sales at the 3D.COM online store.


Research and Development

         The Company is continuing its efforts to develop and integrate its
various 3D technologies. During fiscal year 2000, the Company expended
approximately $500,000 on research and development.


Patents, Trademarks and Copyrights

         On June 23, 1997, the Company acquired an exclusive, worldwide and
perpetual license to the Realeyes proprietary three-dimensional video technology
and subsequently filed U.S. provisional patent application number 60/034,149
with regard to aspects of such technology. The Company has now proceeded to file
additional patent applications, including a U.S. utility application, Serial No.
08/997,068, with regard to the system and method of synthesizing
three-dimensional video from a two-dimensional video source. Patent Cooperation
Treaty (PCT) national phase patent applications based upon this technology have
been filed in Australia, Brazil, Canada, China, Japan, Europe and Mexico. An
International Patent Application under the Patent Cooperation Treaty (PCT) was
filed with regard to a system and method for recording and broadcasting
three-dimensional video synthesized from a two-dimensional source. All countries
that are members of the PCT were designated in this PCT application.

         On June 16, 1999, the Company acquired certain copyrights and
trademarks relative to the technology and products of its Strata Division.


                                       5
<PAGE>

The Company currently owns or licenses the following U.S. and foreign patents:

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------

Patent/Product           Application or      Country        Granted or Filed        Year of expiration or
                          Registration No.                                              Renewal
------------------------------------------------------------------------------
<S>                      <C>                 <C>            <C>                    <C>
Chequemate 2D to 3D       08/997,068          U.S.A.         December 23, 1997       Pending
-------------------------------------------------------------------------------
Chequemate 2D to 3D       P-19713629-8       Brazil          December 24, 1997       Pending
-------------------------------------------------------------------------------
Chequemate 2D to 3D       2,276,190           Canada         December 24, 1997       Pending
--------------------------------------------------------------------------------
Chequemate 2D to 3D       97181060.5         China           December 24, 1997       Pending
-------------------------------------------------------------------------------
Chequemate 2D to 3D       10-530238           Japan          December 24, 1997       Pending
--------------------------------------------------------------------------------
Chequemate 2D to 3D       97953466.6         Europe          December 24, 1997       Pending
--------------------------------------------------------------------------------
Chequemate 2D to 3D       996050             Mexico          December 24, 1997       Pending
--------------------------------------------------------------------------------
Chequemate Recording and  60/114,264         U.S.A.          December 30, 1998     Converted to PCT
Broadcasting 3D from 2D   PCT/US99/31233                                           December 30, 1999

</TABLE>

--------------------------------------------------------------------------------
      The Company currently owns or licenses the following U.S. copyrights:
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

Copyright/Product                        Registration No.         Country             Granted
--------------------------------------------------------------------------------
<S>                                      <C>                      <C>                 <C>
StrataVISION 3D                          TX 2,688,747             U.S.A.              October 2, 1989
--------------------------------------------------------------------------------
AIM - 3D                                 TXu 507, 718             U.S.A.              February 13, 1992
--------------------------------------------------------------------------------

</TABLE>

       The Company currently owns or licenses the following U.S. and foreign
trademarks:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------

Trademark/Product                Registration No.    Country        Granted or Filed        Year of expiration or
                                   or Serial No.                                               Renewal
-------------------------------------------------------------------------------
<S>                              <C>                 <C>            <C>                     <C>
C-3D Digital class 38            75/605,796          U.S.A.         December 15, 1998       Pending
--------------------------------------------------------------------------------
C-3D Digital class 9             75/605,795          U.S.A.         December 15, 1998       Pending
--------------------------------------------------------------------------------
C-3D class 9                     75/605,794          U.S.A.         December 15, 1998       Pending
--------------------------------------------------------------------------------
C-3D class 38                    75/605,904          U.S.A.         December 15, 1998       Pending
--------------------------------------------------------------------------------
3D.COM class 42                  75/729,813          U.S.A.         June 16, 1999           Pending
--------------------------------------------------------------------------------


                                       6
<PAGE>

3D TRAVEL class 38               75/279,982          U.S.A.         June 16, 1999           Pending
--------------------------------------------------------------------------------
3D SPORTS class 9                75/729,984          U.S.A.         June 16, 1999           Pending
--------------------------------------------------------------------------------
3D SPORTS class 38               75/729,985          U.S.A.         June 16, 1999           Pending
--------------------------------------------------------------------------------
3D TRAVEL class 42               75/729,812          U.S.A.         June 16, 1999           Pending
-------------------------------------------------------------------------------
3D SPORTS class 25               75/729,811          U.S.A.         June 16, 1999           Pending
--------------------------------------------------------------------------------
3D SPORTS class 42               75/729,031          U.S.A.         June 16, 1999           Pending
--------------------------------------------------------------------------------
STRATAVISION 3D                    1,606,234         U.S.A.         July 17, 1990           July 17, 2000
--------------------------------------------------------------------------------
STUDIOPRO                          1,892,027         U.S.A.         May 2, 1995             May 2, 2001 (1)
--------------------------------------------------------------------------------
MEDIAPAINT                         2,042,281         U.S.A.         March 4, 1997           March 4, 2003 (1)
--------------------------------------------------------------------------------
POWERING THE CREATIVE              2,098,858         U.S.A.         September 23, 1997      September 23, 2003 (1)
ENVIRONMENT
--------------------------------------------------------------------------------
STRATAVISION                      TMA404,400         Canada         November 6, 1992        November 6, 2007
--------------------------------------------------------------------------------
TELECHARGE                         2,241,551         U.S.A.         April 27, 1999          April 27, 2009
--------------------------------------------------------------------------------
TELECHARGE SIMPLE ACCESS           2,241,550         U.S.A.         April 27, 1999          April 27, 2009
--------------------------------------------------------------------------------

</TABLE>

The Company has also licensed other technology regarding its Strata product line
that enables the Company to offer certain of its Strata products on the
Microsoft Windows 95 (or higher), operating system.
--------------------------

     (1) Affidavits of Continued Use are due by this date. If filed the
trademark will be valid for ten years from the date of grant. If not filed the
trademark will expire on this date.


Employees

         As of June 14, 2000, the Company and its subsidiaries had 44 full time
employees, and 27 consultants.


ITEM 2.  Description of Property

         The Company occupies leased office space at 330 Washington Boulevard,
Suite 507, Marina del Rey, California 90292 ($3,644.55/mo. for 1,157 sq. ft.);
at 12530 Beatrice Street, Los Angeles, California 90066 ($14,557.05/mo. for
10,783 sq. ft.); at 124 South Ferry Street, Albany, Oregon 97321 ($3,500.00/mo.
for 2,300 sq. ft.); at 1545 N. McQueen, Suites 4 and 5, Gilbert, AZ 85233
($1,195.00/mo. for 2,200 sq. ft.); at 1030 S. Mesa Drive, Mesa, AZ 85210
($3,000.00/mo. for 4,000 sq. ft.); and at 567 South Valley View Dr. Suite 202,
St. George, Utah ($4,179.00/mo. for 5,573 sq. ft.).


ITEM 3.  Legal Proceedings

                                       7
<PAGE>

         On March 11, 1997 a citation and petition for suit on damages was filed
against Chequemate Tele-Services Inc., in the District Court of Dallas
County,Texas. The plaintiff is Peak Credit Card Processing, L.C. d/b/a Peak
Financial Services. Plaintiff sought damages in an unspecified amount. A
response to the citation was filed in a timely basis in the court of
jurisdiction denying any and all allegations made in the citation. A court
hearing was set for May 4, 1998; the plaintiff did not show up. A motion was
made to dismiss the action, but the court wanted to give the plaintiff time to
file a motion for continuance. No motion for continuance has been filed, and it
is the belief of the Company that the plaintiff does not have the means or the
will to continue this action. No action has been evident since the original
citation was filed.

         On December 18, 1997 a citation and petition for suit was filed against
Chequemate Tele-Services, Inc., Blaine Harris, and Fred Boedeker, in the
District Court of Dallas County, Texas. The plaintiff was Central Meadow Park,
L.P. The Company paid $91,000.00 to settle the suit, and the suit has been
dismissed.

         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 4.  Submission of Matters to a Vote of Security Holders

         No matters were submitted to a vote of security holders during the
fourth quarter of fiscal year 2000.



                                     PART II


ITEM 5.  Market for Common Equity and Related Stockholder Matters.

         The stock of the Company is traded on the American Stock Exchange under
the symbol DDD. The listing on the American Stock Exchange took place on June 9,
1999. Prior to that date, the Company's stock had been traded on the OTC
Bulletin Board under the symbol CQMT of the NASD


                                       8
<PAGE>

Stock Market, Inc. As of June 26, 2000, there are approximately 906 shareholders
of record of the Company. As of July 11, 2000, the Company had issued and
outstanding shares of 9,302,213. The stock of the Company, as of July 10, 2000,
closed at $3.975.
         The NASD Stock Market, Inc. provided the fiscal year 1999 quotations
for the Company's stock. The referenced quotations reflect inter-dealer prices
without dealer mark-up, markdown or commissions and may not represent actual
transactions. These prices have been adjusted to reflect the reverse split of
the Company's common stock declared to be effective February 2, 2000.


<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
      Fiscal Year                              High Bid Price                      Low Bid Price
--------------------------------------------------------------------------------
<S>                                            <C>                                 <C>
      1999- 1st Quarter (4/98-6/98)               10.25                                4.76
      1999- 2nd Quarter (7/98-9/98)                4.96                                3.12
      1999- 3rd Quarter (10/98-12/98)             15.04                                2.64
      1999- 4th Quarter (1/99-3/99)               13.375                               5.875
--------------------------------------------------------------------------------

</TABLE>

    Yahoo! provided the fiscal year 2000 quotations for the Company's stock.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------

      Fiscal Year                          High Closing Price                      Low Closing Price
--------------------------------------------------------------------------------

<S>                                        <C>                                     <C>
      2000- 1st Quarter (4/99-6/99)               13.50                                   7.00
      2000- 2nd Quarter (7/99-9/99)               13.25                                   6.25
      2000- 3rd Quarter (10/99-12/99)             12.50                                   4.00
      2000- 4th Quarter (1/00-3/00)               18.4375                                 7.25
--------------------------------------------------------------------------------

</TABLE>

         The Company has paid no dividends on common stock during its two most
recent fiscal years, and has no present intention to pay dividends in fiscal
year 2001.

Recent Sales of Unregistered Securities

         On July 8, 1999, the Company executed an agreement with Coast
Communications, to acquire certain hotel pay-per-view contracts and equipment.
As part of this transaction, the Company issued 250,000 (pre-split) shares of
restricted common stock, valued at $2.00 per share, to the seller of the
purchased assets.

         On February 18, 2000, the Company executed an agreement with Trimark
Pictures, Inc., to digitize certain motion pictures and to acquire a license to
convert those motion pictures to a three-dimensional format and to distribute
the 3D versions. As part of this transaction, the Company has issued 100,000
shares of restricted common stock to Trimark.

         On February 4, 2000, the Company executed an agreement with i-O Display
Systems, LLC, to acquire $500,000 worth of stereoscopic viewing hardware and
later issued 105,263 shares of restricted stock to I-O Display Systems, LLC,
representing payment at $4.75 per share.

         On February 18, 2000, the Company executed an agreement with Iehab
Hawatmeh to procure his release from a claim for damages from an alleged breach
of contract, and issued him 62,500 shares of restricted stock.


                                       9
<PAGE>

         On March 22, 2000, the Company entered into a modification of its
Advisory Agreement with Hudson Consulting Group, Inc., reducing Hudson's fee to
100,000 shares of restricted stock. The Company believed this to be 100,000
pre-split shares, and subsequently issued 25,000 shares of restricted stock to
Hudson.

         In the transactions described above, the recipients of the securities
of the Company were U.S. entities making written representations of their
"accredited investor" status, and the issuance of the shares is exempt from
registration under the provisions of Regulation D promulgated by the Securities
and Exchange Commission.


         On May 11, 2000, the Company issued 671,463 shares of restricted common
stock to Crooks Hollow Road, LLC, in exchange for $2.8 million. The Company
agreed to register these shares in the near future.

         On June 13, 2000, the Company issued 105,000 shares of restricted
common stock to Networld Limited, in exchange for $105,000.00.

         On June 13, 2000, the Company issued 130,000 shares of restricted
common stock to Silverbrook Corporation, in exchange for $130,000.00.

         On June 13, 2000, the Company issued 110,000 shares of restricted
common stock to Southstar Agents Limited, in exchange for $110,000.00.

         On June 13, 2000, the Company issued 115,000 shares of restricted
common stock to Giai Limited, in exchange for $115,000.00.

         On June 13, 2000, the Company issued 91,000 shares of restricted common
stock to Lotus Services Limited, in exchange for $91,000.00.

         On June 13, 2000, the Company issued 72,000 shares of restricted common
stock to Global Direct Marketing Limited, in exchange for $72,000.00.

         On June 13, 2000, the Company issued 125,000 shares of restricted
common stock to Chelsea International Limited, in exchange for $125,000.00.

         On June 13, 2000, the Company issued 120,000 shares of restricted
common stock to Bournville Management, Ltd., in exchange for $120,000.00.

         On June 13, 2000, the Company issued 127,000 shares of restricted
common stock to Azure Agents Limited, in exchange for $127,000.00.

         On June 13, 2000, the Company issued 130,000 shares of restricted
common stock to Terrano Investments Limited, in exchange for $130,000.00.

         On June 13, 2000, the Company issued 115,000 shares of restricted
common stock to Touchstone Property Services, Inc., in exchange for $115,000.00.

         On June 13, 2000, the Company issued 60,000 shares of restricted common
stock to WTH Limited, in exchange for $60,000.00.

         In the transactions described above, the recipients of the securities
of the Company were accredited and sophisticated non-U.S. entities making
written representations of their "offshore" status, and the issuance of the
shares was exempt from registration under the provisions of both Regulation S
and Rule 144 promulgated by the Securities and Exchange Commission.


                                       10
<PAGE>

         All other securities sold by the Company within the past three years,
which were not registered under the Securities Act of 1933, have been reported
in the previously filed reports of the Company.





ITEM 6.   Management's Discussion and Analysis

General

         The audited financial statements for the fiscal years ended March 31,
2000 and March 31, 1999 are part of this Form 10-KSB. Reference is made to the
Consolidated Financial Statements filed with this report for greater detail
regarding the financial position of the Company.

         Management expects the Company to receive monthly subscriber revenues
beginning in the near term, as people subscribe to the newly launched 3D cable
channel through their local cable provider, although there can be no assurance
that this system will be successfully launched or that significant revenues will
be generated.

         The Strata software products generated in excess of $1,800,000 in
revenue in the 2000 fiscal year. The Company expects to generate comparable
sales in the 2001 fiscal year.

         The hotel pay-per-view segment currently generates roughly $20,000 a
month in revenue. This business will serve as an internal test market for
providing 3D entertainment to hotel guests. The Company has adapted its 3D
technology to work through the hotel pay-per-view system and is seeking
additional hotel properties in which to conduct market testing.

<TABLE>
<CAPTION>

CURRENT ASSETS                                                                               March 31,
                                                                                             ---------
                                                                                        2000             1999
                                                                                        ----             ----

<S>                                                                         <C>                 <C>
  Cash                                                                      $         49,475    $      1,732,199
  Accounts receivable - net of allowances of $422,096
   and $53,820 in 1999 and 1998, respectively                                        213,268             197,922
  Inventory                                                                          727,512           3,115,763
  Prepaid expenses                                                                    74,170             198,349
                                                                            ----------------    ----------------


                  Total Current Assets                                             1,064,425           5,244,233
                                                                                   -----------------------------

</TABLE>




         Current Assets of the Company are made up of Cash, Accounts Receivable,
         Inventory and Prepaid expenses.


         Accounts Receivable reflects only the accounts and new sales for these
         accounts that have been collected from April 1, 2000 through June 26,
         2000. Reserves for all other accounts have been made.


         The Company has written off the "RealEyes" inventory that it held on
         the books for the prior year. The Company's inventory is now made up of
         the following components:


                                       11
<PAGE>

<TABLE>
<CAPTION>

INVENTORY
                                                                                           March 31,
                                                                            ------------------------------------
                                                                                      2000               1999
                                                                                      ----               ----
<S>                                                                         <C>                  <C>
                          Finished goods                                    $         727,512    $     1,035,682
                          WIP                                                            -             1,076,880
                          Raw goods                                                      -             1,003,201
                                                                            -----------------    ---------------
                                                                            $         727,512    $     3,115,763
                                                                            =================    ===============
</TABLE>

The finished goods are made up of three components. Inventory used for viewing
three dimensional television, software products sold by 3D.COM and units used in
the Home Movie Network for installation of the delivery systems in hotels for
the pay per view and "free to guest" movies.

Prepaid expenses are costs of demonstrations, shows and other promotional
activities that are paid in advance. These costs are expensed after the
demonstrations, shows or other promotional activities have concluded.

PROPERTY AND EQUIPMENT

<TABLE>
<CAPTION>
                                                                                  Net Book Value
                                                                    Accumulated   ------------------------
                                                          Cost      Depreciation             2000              1999
                                                 -------------------------------  ---------------------------------
<S>                                              <C>            <C>               <C>              <C>
              Office furniture and fixtures      $     168,465  $         41,571  $       126,894  $         24,320
              Machinery and equipment                1,209,061           260,048          949,013           569,488
              Hotel pay-per view equipment             470,313           117,579          352,734            -
                                                 -------------  ----------------  ---------------  ----------------
                   Total                         $   1,847,839  $        419,198  $     1,428,641  $        622,717
                                                 =============  ================  ===============  ================
</TABLE>

              The change in Net Book Value  between FY 1999 and FY 2000 is due
to purchases of equipment and other personal property.

OTHER ASSETS

<TABLE>
<S>                                                                         <C>                 <C>
  Notes receivable                                                                    50,000              65,000
  Product rights                                                                   2,548,259           2,534,532
  Movie production cost (net)                                                        809,640                   -
  Secured interest                                                                         -           1,198,530
  Refundable deposits                                                                 47,159              15,704
  Investments                                                                              -               3,000
                                                                            ------------------------------------
     Total Other Assets                                                            3,455,058           3,816,766
                                                                            ----------------    ----------------
</TABLE>

The Company's Note Receivable is the result of a sale of the Chequemate name and
business. It is expected that this note will be paid before the end of the
second quarter of 2001.

Refundable deposits are primarily for office space, satellite use and some
utility deposits.

The Company's most valuable assets are Product rights and Movie production
costs.


                                       12
<PAGE>

PRODUCT RIGHTS

<TABLE>
<CAPTION>
                                                                         Net Book Value
                                                                      --------------------------
                        Term            Cost         Amortization     2000           1999
------------------------------------------------------------------    --------------------------
<S>                     <C>           <C>            <C>              <C>            <C>
Product rights          4-5 years     $   3,948,268  $   1,659,038    $2,289,230     $ 2,423,399
Contract/movie
  rights                2-5 years           324,559         65,530       259,029         111,133
                        ---------     -------------  -------------       -------         -------
                                      $   4,272,827  $   1,724,568    $2,548,259     $ 2,534,532
                                      =============  =============    ==========================
</TABLE>

              Product Rights consist of the Company's 3D technologies that
include the ability to convert 2D products to 3D products, the ability to film
with special 3D cameras, the ability to manufacture 3D items with the Strata
product line, and rights to certain content that can be converted to 3D products
to be distributed through the television channel, video, and DVD.

CURRENT LIABILITIES

<TABLE>
<S>                                                                         <C>             <C>
  Accounts payable                                                          $1,089,974      $   871,116
  Short-term obligations                                                     1,972,502                -
  Related party accounts payable                                                     -           25,292
  Accrued expenses                                                             376,391           38,672
  Income tax payable                                                               500              500
  Accrued interest - related party                                                   -           79,943
  Accrued interest payable                                                     123,605           39,791
  Current portion related party                                                      -          140,000
  Current portion long-term debt                                             3,625,787          227,610
  Current portion capital lease                                                      -           13,602
                                                                             ---------------------------
                   Total Current Liabilities                                 7,188,759        1,436,526
                                                                             ---------        ---------
</TABLE>

              The increase in the current liabilities is due to new rules
pertaining to notes that will later be paid by the Company's issue of common
stock. During the first quarter of 2001 the accounts payable of the company were
significantly reduced. Short-term obligations represent various agreements and
commitments for services to be rendered to the Company. These obligations are to
be paid in common stock of the Company after approval by the Board of Directors.
The Board approved some of the agreements and the stock was then approved and
issued in the first quarter of 2001. One agreement is still waiting Board
approval. The Company recorded the obligations as a liability pending the
issuance of the stock in the first quarter of 2001. This transaction put the
Company's capital account into a negative position until the issuance of the
stock in the first quarter of 2001.

              Accrued expenses are payroll taxes owed to the IRS and State of
Utah. Arrangements for the payment of these obligations have been made and these
debts are in the process of being retired.

              All notes and accrued interest will be paid or converted to Stock
in the Company before the end of the second quarter of the year 2001.

STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<S>                                                                         <C>                 <C>
  Common stock, $0.0001 par value, 500,000,000 shares
   authorized, 6,781,669 and 5,589,662 shares
   outstanding at 1999 and 1998, respectively                                            678                 558
  Capital in excess of par                                                        36,900,982          24,463,118
  Accumulated deficit                                                            (38,142,295)        (19,406,486)
                                                                            ----------------    ----------------
     Total Stockholders' Equity (Deficit)                                         (1,240,635)          5,057,190
                                                                            ----------------    ----------------


                                       13
<PAGE>

<CAPTION>
<S>                                                                         <C>                 <C>
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
                     (DEFICIT)                                              $      5,948,124    $      9,683,716
                                                                            ================    ================
</TABLE>

              The negative position of the capital account of the Company is the
result of booking services of consultants until stock can be issued in the first
and second quarters of 2001. It should be noted that during the first quarter of
2001 notes were converted to stock and additional capital was raised that
reversed the negative capital position of the company.

<TABLE>
<CAPTION>
REVENUES                                                2000            1999            1998
                                                        ----            ----            ----
<S>                                                     <C>             <C>          <C>
  Sales - products                                      $2,914,421      $682,760     $1,091,794
                                                        ----------      --------     ----------
COST OF SALES
  Product, supplies and materials                       4,502,165       631,132        849,919
                                                        ---------       -------        -------
GROSS MARGIN (LOSS)                                    (1,587,744)       51,628        241,875
                                                        ----------       ------        -------
</TABLE>

         Sales showed a substantial gain over the prior two years. The sales
gains were due to the sale of the Strata software and Home Movie Network. The
increase in the cost of sales for the year over prior years was due largely to
the write-off of the "RealEyes" inventory. The Company's auditors have
recommended and the Company is in agreement with the concept of reserving for
inventory obsolescence each quarter to eliminate future possibilities of such
write-offs.

EXPENSES

<TABLE>
<S>                                                     <C>                 <C>                 <C>
  Impairment of product rights                                         -                   -           3,133,333
  Bad debt expense                                               487,221              53,820             138,259
  Selling expenses                                             1,102,186             851,339           1,639,806
  General and administrative                                  15,170,567           3,074,839           3,430,005
                                                        ----------------    ----------------    ----------------
     Total Expenses                                           16,759,974           3,979,998           8,341,403
                                                        ----------------    ----------------    ----------------
</TABLE>

         The Company's customers had previously been stable over the years, but
this year several of the Company's customers have either filed petitions in
bankruptcy or changed their methods of distribution due to the Internet. As a
result, the Company has reserved for such contingencies in the future.

         Selling expenses were up from last year as the result of activities in
getting the cable channel started and the 3D.COM Internet portal open.

         General and administrative expenses increased due to consultant
activities in the creation of new content, consultant activities in aiding the
Company in obtaining additional capital, and the issuance to employees of
options to encourage their loyalty to the Company.

OTHER INCOME (EXPENSE)

<TABLE>
<S>                                                     <C>                 <C>                 <C>
  Gain on forgiveness of debt                                     29,375                   -                   -
  Loss from discontinued operations                                    -             (40,859)                  -
  Interest income                                                 13,470              11,265              24,152
  Interest expense                                              (430,436)            (93,779)            (18,478)
  Gain (loss) on sale of equipment                                     -            (160,836)             70,309
                                                        ------------------------------------    ----------------
     Total Other Income (Expense)                               (387,591)           (284,209)             75,983
                                                        ----------------    ----------------    ----------------


                                       14
<PAGE>

<CAPTION>
<S>                                                     <C>                 <C>                 <C>
LOSS BEFORE INCOME TAXES                                     (18,735,309)         (4,212,579)         (8,023,545)
INCOME TAX PROVISION                                                 500                 500                 500
                                                        ----------------    ----------------    ----------------
NET LOSS                                                $    (18,735,809)   $     (4,213,079)   $     (8,024,045)
                                                        ================    ================    ================
BASIC LOSS PER SHARE                                    $          (3.09)   $          (0.94)   $          (2.37)
                                                        ================    ================    ================
FULLY DILUTED LOSS PER SHARE                            $          (3.09)   $          (0.94)   $          (2.37)
                                                        ================    ================    ================
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                            6,064,075           4,496,046           3,392,211
                                                        ========================================================
</TABLE>

         Interest expense on the debt that is to be converted to Company stock
was the reason for the increase in other expense and income area.


ITEM 7.  Financial Statements


                         CHEQUEMATE INTERNATIONAL, INC.
                                AND SUBSIDIARIES
                               (DBA C3-D DIGITAL)

                        CONSOLIDATED FINANCIAL STATEMENTS

                             MARCH 31, 2000 AND 1999


                                       15
<PAGE>




                                 C O N T E N T S

<TABLE>
<S>                                                                                        <C>
Independent Auditors' Report ..............................................................17

Consolidated Balance Sheets ...............................................................18

Consolidated Statements of Operations .....................................................20

Consolidated Statements of Stockholders' Equity (Deficit)..................................21

Consolidated Statements of Cash Flows .....................................................22

Notes to Consolidated Financial Statements ................................................24

</TABLE>


                                       16
<PAGE>





                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders
Chequemate International, Inc. and Subsidiaries
(dba C3-D Digital)
Marina del Ray, CA


We have audited the accompanying consolidated balance sheets of Chequemate
International, Inc. and Subsidiaries (dba C3-D Digital) as of March 31, 2000 and
1999 and the related consolidated statements of operations, stockholders' equity
(deficit), and cash flows for the years ended March 31, 2000, 1999 and 1998.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Chequemate International, Inc. and Subsidiaries (dba C3-D Digital) as of March
31, 2000 and 1999 and the consolidated results of their operations and their
cash flows for the years ended March 31, 2000, 1999 and 1998 in conformity with
generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that
Chequemate International, Inc. and Subsidiaries (dba C3-D Digital) will continue
as a going concern. As discussed in Note 12 to the financial statements, certain
conditions raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans concerning these matters are also discussed in
Note 12. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
July 7, 2000


                                       17
<PAGE>



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


              ASSETS

<TABLE>
<CAPTION>

                                                                                           March 31
                                                                            ------------------------------------
                                                                                  2000                 1999
                                                                            ----------------    ----------------
<S>                                                                         <C>                 <C>
CURRENT ASSETS
  Cash                                                                      $         49,815    $      1,732,199
  Accounts receivable - net of allowances of $422,096
   and $53,820 in 1999 and 1998, respectively                                        213,268             197,922
  Inventory (Note 2)                                                                 727,512           3,115,763
  Prepaid expenses                                                                    74,170             198,349
                                                                            ----------------    ----------------
     Total Current Assets                                                          1,064,765           5,244,233
                                                                            ----------------    ----------------
PROPERTY AND EQUIPMENT (Note 3)                                                    1,428,641             622,717
                                                                            ----------------    ----------------
OTHER ASSETS
  Notes receivable                                                                    50,000              65,000
  Product rights (Note 1)                                                          2,548,259           2,534,532
  Movie production cost (net)                                                        809,640                   -
  Secured interest (Note 14)                                                                           1,198,530
  Refundable deposits                                                                 47,159              15,704
  Investments                                                                              -               3,000
                                                                            ----------------    ----------------
     Total Other Assets                                                            3,455,058           3,816,766
                                                                            ----------------    ----------------
     TOTAL ASSETS                                                           $      5,948,464    $      9,683,716
                                                                            ================    ================
</TABLE>



                 The accompanying notes are an integral part of
                     These consolidated financial statements


                                       18
<PAGE>

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


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                                                            March 31
                                                                            ------------------------------------
                                                                                     2000             1999
                                                                            ------------------------------------
CURRENT LIABILITIES
<S>                                                                         <C>                 <C>
  Accounts payable                                                          $      1,089,974    $        871,116
  Short-term obligations (Note 20)                                                 1,972,502                   -
  Related party accounts payable (Note 15)                                                 -
                                                                                                          25,292
  Accrued expenses                                                                   376,391              38,672
  Income tax payable (Note 17)                                                           500                 500
  Accrued interest - related party                                                         -
                                                                                      79,943
  Accrued interest payable                                                           123,605              39,791
  Current portion related party                                                            -             140,000
  Current portion long-term debt (Note 6)                                          3,625,787             227,610
  Current portion capital lease                                                            -              13,602
                                                                            ----------------    ----------------
     Total Current Liabilities                                                     7,188,759           1,436,526
                                                                            ----------------    ----------------
LONG-TERM LIABILITIES
  Long-term debt (Note 6)                                                                              3,190,000
                                                                                                       ---------
   Total Long-Term Liabilities                                                                         3,190,000
                                                                                                       ---------
     Total Liabilities                                                             7,188,759           4,626,526
                                                                            ----------------    ----------------
COMMITMENTS AND CONTINGENCIES (Note 10)

STOCKHOLDERS' EQUITY (DEFICIT)

  Common stock, $0.0001 par value, 500,000,000 shares
   authorized, 6,781,669 and 5,589,662 shares
   outstanding at 1999 and 1998, respectively                                            678                 558
  Capital in excess of par                                                        36,900,982          24,463,118
  Accumulated deficit                                                            (38,141,955)        (19,406,486)
                                                                            ----------------    ----------------
     Total Stockholders' Equity (Deficit)                                         (1,240,295)          5,057,190
                                                                            ----------------    ----------------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
       (DEFICIT)                                                            $      5,948,464    $      9,683,716
                                                                            ================    ================
</TABLE>


                 The accompanying notes are an integral part of
                     These consolidated financial statements


                                       19
<PAGE>


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

<TABLE>
<CAPTION>

                                                                        For the Years Ended March 31
                                                        --------------------------------------------------------
                                                                    2000                1999                1998
                                                        --------------------------------------------------------
<S>                                                     <C>                 <C>                 <C>
REVENUES
  Sales - products                                      $      2,914,421    $        682,760    $      1,091,794
                                                        ----------------    ----------------    ----------------

COST OF SALES
  Product, supplies and materials (Note 2)                     4,502,165             631,132             849,919
                                                        ----------------    ----------------    ----------------

GROSS MARGIN (LOSS)                                           (1,587,744)             51,628             241,875
                                                        ----------------    ----------------    ----------------

EXPENSES

  Impairment of product rights (Note 14)                               -                   -           3,133,333
  Bad debt expense                                               487,221              53,820             138,259
  Selling expenses                                             1,102,186             851,339           1,639,806
  General and administrative                                  15,170,227           3,074,839           3,430,005
                                                        ----------------    ----------------    ----------------
     Total Expenses                                           16,759,634           3,979,998           8,341,403
                                                        ----------------    ----------------    ----------------
OPERATING LOSS                                               (18,347,378)         (3,928,370)         (8,099,528)
                                                        ----------------    ----------------    ----------------

OTHER INCOME (EXPENSE)

  Gain on forgiveness of debt                                     29,375                   -
  Loss from discontinued operations                                    -             (40,859)                  -
  Interest income                                                 13,470              11,265              24,152
  Interest expense                                              (430,436)            (93,779)            (18,478)
  Gain (loss) on sale of equipment                                     -            (160,836)             70,309
                                                        ------------------------------------    ----------------
     Total Other Income (Expense)                               (387,591)           (284,209)             75,983
                                                        ----------------    ----------------    ----------------
LOSS BEFORE INCOME TAXES                                     (18,734,969)         (4,212,579)         (8,023,545)
INCOME TAX PROVISION (Note 17)                                       500                 500                 500
                                                        ----------------    ----------------    ----------------
NET LOSS                                                $    (18,735,469)   $     (4,213,079)   $     (8,024,045)
                                                        ================    ================    ================
BASIC LOSS PER SHARE                                    $          (3.09)   $          (0.94)   $          (2.37)
                                                        ================    ================    ================
FULLY DILUTED LOSS PER SHARE                            $          (3.09)   $          (0.94)   $          (2.37)
                                                        ================    ================    ================
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                            6,064,075           4,496,046           3,392,211
                                                        ================    ================    ================
</TABLE>




                 The accompanying notes are an integral part of
                     These consolidated financial statements


                                       20
<PAGE>




                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
            Consolidated Statements of Stockholders' Equity (Deficit)
                For the Years Ended March 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>


                                                                                                         Total
                                             Total                          Capital                      Stockholders'
                                            Shares          Common        in Excess       Accumulated    Equity
                                            Issued           Stock           of Par           Deficit    (Deficit)
                                  --------------------------------------------------------------------------------------
<S>                               <C>                       <C>      <C>             <C>                 <C>
Balance, March 31, 1997                  3,279,460             328   $    7,606,485  $     (7,169,362)   $       437,451

Shares issued through
 stock offering                             94,750               9        4,756,711                            4,756,720
Shares issued for cash                      78,786               8           67,378                 -             67,386
Shares issued in exchange
 for services                               64,166               6          387,494                 -            387,500
Shares issued for debt                       5,000               1           85,495                 -             85,496
Option issued for compensation                   -               -           81,247                               81,247
Options issued for rights                        -               -        6,000,000                 -          6,000,000
Net loss                                         -               -                -        (8,024,045)        (8,024,045)
                                  -------------------------------------------------------------------    ---------------

Balance, March 31, 1998                  3,522,162             352       18,984,810       (15,193,407)         3,791,755

Shares issued through
 stock offering                          1,521,358             152        3,771,382                 -          3,771,534
Shares issued for assets                   145,833              15        1,532,985                 -          1,533,000
Shares issued for cash                      92,950               9            3,709                 -              3,718
Correction of an error                      12,500               1                4                 -                  5
Shares issued in exchange
 for services                              273,703              27           43,420                 -             43,447
Shares issued for debt                      21,156               2          126,808                 -            126,810
Net loss                                         -               -                -        (4,213,079)        (4,213,079)
                                  -------------------------------------------------------------------    ---------------

Balance, March 31, 1999                  5,589,662             558       24,463,118       (19,406,486)         5,057,190

Conversion of debt to stock                646,113              64        3,768,546                 -          3,768,610
Stock for services                         415,846              42        3,678,699                 -          3,678,741
Stock for cash                              87,501               9            3,491                 -              3,500
Options for services                         6,250               1           59,374                 -             59,375
Stock for secured interest                   5,000               1           80,357                 -             80,358
Stock for assets                            31,250               3          320,310                 -            320,313
Issuance of options/warrants
  below market value                             -               -        4,527,087                 -          4,527,087
Old certificate/new rounding                    47               -                -                 -                  -
Net loss                                         -               -                -       (18,735,469)       (18,735,469)
                                  -------------------------------------------------------------------    ---------------

Balance, March 31, 2000                  6,781,669  $          678   $   36,900,982  $    (38,141,955)   $    (1,240,295)
                                  ================  ==============   ==============  ================    ===============
</TABLE>

                 The accompanying notes are an integral part of
                     These consolidated financial statements


                                       21
<PAGE>




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

<TABLE>
<CAPTION>

                                                                                       For the Years Ended March 31,
                                                                             ----------------------------------------------------
                                                                             2000                  1999                     1998
                                                                             ----------------------------------------------------
<S>                                                                     <C>                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                              $    (18,735,469)   $     (4,213,079)  $     (8,024,045)
  Adjustments to reconcile net loss to net cash used by
    operating activities:
   Amortization                                                                1,053,376             314,873            427,575
   Depreciation                                                                  295,431              79,599             70,209
   Loss on sale of assets                                                              -             160,836                  -
   Allowance for bad debts                                                       368,276              53,820            107,480
   Forgiveness of debt                                                           (29,375)                  -
   Reduction in product rights valuation                                               -                   -          3,133,333
   Common stock and options issued for services rendered                       8,345,561             448,547            651,517
 (Increase) decrease in:
   Accounts receivable                                                          (383,622)           (227,437)           (92,933)
   Prepaid expenses                                                              124,179            (187,090)            (2,756)
   Inventory                                                                   2,388,251             275,246         (2,498,860)
   Note receivable                                                                60,000            (530,530)                 -
   Deposits                                                                      (31,455)             (7,651)             7,514
   Investment                                                                      3,000                   -                  -
  Increase (decrease) in:
   Accounts payable                                                              193,566            (730,202)         1,448,879
   Accrued interest payable                                                        3,871              53,831                  -
   Customer deposits                                                                   -             (54,724)            54,724
   Short-term note payable                                                     1,972,502                   -           (300,000)
   Accrued expenses                                                              337,719              (4,667)           (60,213)
   Income taxes payable                                                                -                   -                100
                                                                        ------------------------------------   ----------------

     NET CASH USED BY OPERATING ACTIVITIES                                    (4,034,189)         (4,568,628)        (5,077,476)
                                                                        ----------------    ----------------   ----------------

CASH FLOWS FROM INVESTING ACTIVITIES

  Proceeds from sale of fixed assets                                                   -                   -            375,000
  Purchase or development of intangibles                                        (230,807)           (128,021)                 -
  Equipment purchases                                                           (908,440)           (198,736)          (194,392)
                                                                        ----------------    ----------------   ----------------

     NET CASH PROVIDED (USED) BY
       INVESTING ACTIVITIES                                                   (1,139,247)           (326,757)           180,608
                                                                        ----------------    ----------------   ----------------

CASH FLOWS FROM FINANCING ACTIVITIES

  Issuance of common stock                                                         3,500           3,502,167          4,824,204
  Issuance of notes payable                                                    3,550,000           3,043,409            135,000
  Payments made on notes payable                                                 (62,448)           (138,832)            (7,032)
                                                                        ----------------    ----------------   ----------------

     NET CASH PROVIDED BY FINANCING ACTIVITIES                          $      3,491,052    $      6,406,744   $      4,952,172
                                                                        ----------------    ----------------   ----------------
</TABLE>

                 The accompanying notes are an integral part of
                     These consolidated financial statements


                                       22
<PAGE>


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



<TABLE>
<CAPTION>



                                                                                      For the Years Ended March 31,
                                                                        -------------------------------------------------------
                                                                                    2000                1999               1998
                                                                        -------------------------------------------------------

<S>                                                                     <C>                 <C>                <C>
NET INCREASE (DECREASE) IN CASH                                         $     (1,682,384)   $      1,511,359   $         55,304

CASH AT BEGINNING OF YEAR                                                      1,732,199             220,840            165,536
                                                                        ----------------    ----------------   ----------------

CASH AT END OF YEAR                                                     $         49,815    $      1,732,199   $        220,840
                                                                        ================    ================   ================

</TABLE>




                 The accompanying notes are an integral part of
                     These consolidated financial statements


                                       23
<PAGE>

                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             March 31, 2000 and 1999



NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              The Company's accounting policies reflect practices of the Centric
              graphical software applications, hotel pay-per-view provides
              hotels customers with visual recreational services, the cable
              television channel provides 3D viewing for subscribers and the
              hardware units sells the units required for viewing 3D movies and
              videos and conform to generally accepted accounting principles.
              The following policies are considered to be significant:

              PRINCIPLES OF CONSOLIDATION

              The consolidated financial statements include the accounts of the
              Company and its subsidiary 3D.COM. All significant intercompany
              accounts and transactions have been eliminated.

              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>

               PRODUCT RIGHTS

<TABLE>
<CAPTION>
                                                                                     Net Book Value
                                                                                     ------------------------------
                                               Term           Cost     Amortization            2000            1999
                                      ---------------------------------------------  ------------------------------
<S>                                   <C>            <C>             <C>             <C>             <C>
               Product rights             4-5 years  $   3,948,268   $    1,659,038  $    2,289,230  $    2,423,399
               Contract/movie
                  rights                  2-5 years        324,559           65,530         259,029         111,133
                                      -------------  -------------   --------------  --------------  --------------

                                                     $   4,272,827   $    1,724,568  $    2,548,259  $    2,534,532
                                                     =============   ==============  ==============  ==============
</TABLE>

              Product rights have been capitalized and amortized over five years
              using a straight line method. The total amortization of production
              costs for the years ended March 31, 2000, 1999 and 1998 amounted
              to $1,053,376, $314,873, and $427,575, respectively.


                                       24
<PAGE>


                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             March 31, 2000 and 1999


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              PRODUCT RIGHTS (Continued)

              The Company evaluates the recoverability of intangibles and
              reviews the amortization period on an annual basis. Several
              factors are used to evaluate intangibles. Including, but not
              limited to, management's plans for future operations, recent
              operating results and projected, undiscounted cash flows.

              BASIC LOSS PER SHARE

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

<TABLE>
<CAPTION>

                                                                            For the Year Ended
                                                                            March 31, 2000
                                                        ----------------------------------------------------------
                                                         Loss               Shares              Per Share
                                                        (Numerator)         (Denominator)       Amount
                                                        -----------         -------------       ------
<S>                                                     <C>                 <C>                 <C>
              Net loss                                  $      (18,735,469)          6,064,075  $            (3.09)
                                                        ==================  ==================  ==================

</TABLE>

<TABLE>
<CAPTION>

                                                                            For the Year Ended
                                                                            March 31, 1999
                                                        ----------------------------------------------------------
                                                        Loss                Shares              Per Share
                                                        (Numerator)         (Denominator)       Amount
                                                        -----------         -------------       ------
<S>                                                     <C>                 <C>                 <C>
              Net loss                                  $       (4,213,079)          4,496,046  $            (0.94)
                                                        ==================  ==================  ==================

</TABLE>

<TABLE>
<CAPTION>

                                                                            For the Year Ended
                                                                            March 31, 1998
                                                        ----------------------------------------------------------
                                                        Loss                Shares              Per Share
                                                        (Numerator)         (Denominator)       Amount
                                                        -----------         -------------       ------
<S>                                                     <C>                 <C>                 <C>
              Net loss                                  $      (8,024,045)           3,392,211  $            (2.37)
                                                        ==================  ==================  ==================
</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 $22,000,000 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.


                                       25
<PAGE>



                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                 Notes to the Consolidated Financial Statements
                             March 31, 2000 and 1999

NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              PRODUCTION COSTS

              The Company classifies the costs of planning, designing and
              establishing the technological feasibility of computer software
              product as software development costs and charges those costs to
              expense when incurred. Costs incurred for duplicating computer
              software from product masters, documentation and training
              materials and packaging costs are capitalized as inventory and
              charged to cost of sales when revenue is recognized. Costs of
              maintenance and customer support are charged to expense when costs
              are incurred.

              ADVERTISING

              The Company follows the policy of charging the costs of
              advertising to expense as incurred.

              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.

              CHANGE IN ACCOUNTING PRINCIPLES

              The Company adopted Statement of Financial Accounting Standards
              (SFAS) No. 128, "Earnings Per Share" during the year ended March
              31, 1999. In accordance with SFAS No. 128, diluted earnings per
              share must be calculated when an entity has convertible
              securities, warrants, options, and other securities that represent
              potential common shares. The purpose of calculating diluted
              earnings (loss) per share is to show (on a pro forma basis) per
              share earnings or losses assuming the exercise or conversion of
              all securities that are exercisable or convertible into common
              stock and that would either dilute or not affect basis of EPS. As
              permitted by SFAS No. 128, the Company has retroactively applied
              the provisions of this new standard by showing the fully diluted
              loss per common share for all years presented.

              The Company adopted Statement of Financial Accounting Standards
              "Accounting for Stock-Based Compensation" ("SFAS No. 123"), which
              requires the Company to determine compensation costs for the
              Company's stock option plans and other stock awards in accordance
              with the fair value based method prescribed in SFAS No. 123. The
              Company recognized approximately $405,100 and $-0- of a
              stock-based compensation expense for the years ended March 31,
              1999 and 1998, respectively.

              PRIOR PERIOD RECLASSIFICATION

              Certain 1999 balances have been reclassified to conform to the
              presentation of the 2000 consolidated financial statements.


                                       26
<PAGE>



                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             March 31, 2000 and 1999


NOTE 2 -       INVENTORY

<TABLE>
<CAPTION>
                                                                                               March 31,
                                                                            ------------------------------------
                                                                                         2000               1999
                                                                            ------------------------------------

<S>                                                                         <C>                  <C>
                          Finished goods                                    $         727,512    $     1,035,682
                          WIP                                                               -          1,076,880
                          Raw goods                                                         -          1,003,201
                                                                            -----------------    ---------------

                                                                            $         727,512    $     3,115,763
                                                                            =================    ===============

</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. During the fiscal year, the Company
              recognized approximately $2.5 million in markdown of inventory
              attributable to a decision to restructure an activity. The amount
              is recorded in cost of goods.

NOTE 3 -      PROPERTY AND EQUIPMENT

              Property and equipment as of March 31, 2000 and 1999 are detailed
in the following summary:

<TABLE>
<CAPTION>

                                                                                                     Net Book Value
                                                                     Accumulated  ---------------------------------
                                                          Cost      Depreciation             2000              1999
                                                 -------------------------------  ---------------------------------
<S>                                              <C>            <C>               <C>              <C>
              Office furniture and fixtures      $     168,465  $         41,571  $       126,894  $         24,320
              Machinery and equipment                1,209,061           260,048          949,013           569,488
              Hotel pay-per view equipment             470,313           117,579          352,734                 -
              Capital leases                                 -                 -                -            26,905
              Leasehold improvements                         -                 -                -             2,004
                                                 ------------------------------------------------------------------

                   Total                         $   1,847,839  $        419,198  $     1,428,641  $        622,717
                                                 =============  ================  ===============  ================
</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 years ended March 31, 2000, 1999 and 1998 amounted to
              $205,471, $79,599 and $70,209, respectively.

NOTE 4 -      STOCKHOLDERS' EQUITY

              The Company is authorized to issue 500,000,000 shares of common
              stock, par value $.0001. As of March 31, 2000, the Company has
              issued 6,781,669 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.


                                       27
<PAGE>


                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             March 31, 2000 and 1999


NOTE 4 -      STOCKHOLDERS' EQUITY (Continued)

              The Company has issued approximately 257,000 post-split shares of
              S-8 stock during the year to meet operating expenses associated
              with its centric graphic and 3-D units operation.

NOTE 5 -      RELATED PARTIES

              Notes payable to related parties as of March 31, 2000 and 1999 are
              detailed in the following summary:

<TABLE>
<CAPTION>

                                                                                 2000             1999
                                                                         -----------------------------
<S>                                                                      <C>                <C>
              Note payable to CEO; due on demand, with an
               interest rate of 10.4%; unsecured; accrued
               interest of $79,943 is due on demand.                     $          -       $  140,000
                                                                         -----------------  ----------

                   Total related party notes payable                                           140,000

                   Less: current portion                                            -         (140,000)
                                                                         -----------------  -----------

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


              Maturities of the related party notes payable are as follows:

<TABLE>
<S>                                                                      <C>                <C>
                                    Period ending March 31,              2001               $        -
                                                                         2002                        -
                                                                                            ----------

                                                                         Total              $        -
                                                                                            ==========
</TABLE>

NOTE 6 -      LONG-TERM DEBT

              Notes payable as of March 31, 2000 and 1999 are detailed in the
              following summary:

<TABLE>
<CAPTION>

                                                                                      2000                  1999
                                                                         ---------------------------------------

<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     $          53,907

              Convertible debentures to a company; due
               December 22, 2001, which includes interest
               at 8%.                                                                    -               750,000

              Convertible debentures to a company; due
               February 22, 2002, which includes interest at 8%.                         -             2,000,000
                                                                         -----------------     -----------------

              Balance Forward                                            $          48,287     $       2,803,907
                                                                         -----------------     -----------------
</TABLE>


                                       28
<PAGE>


                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             March 31, 2000 and 1999


NOTE 6 -      LONG-TERM DEBT (Continued)

<TABLE>
<CAPTION>

                                                                                      2000                  1999
                                                                         ---------------------------------------

<S>                                                                      <C>                   <C>
              Balance Forward                                            $          48,287     $       2,803,907

              Promissory note to various companies;
               April 1, 2001, which includes interest at 12%,
               secured by tangible and intangible assets.                        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.                                    87,500               173,703
                                                                         -----------------     -----------------

                   Total long-term debt                                          3,625,787             3,417,610

                   Less: current portion                                         3,625,787              (227,610)
                                                                         -----------------     -----------------

                   Long-term portion                                     $               -     $       3,190,000
                                                                         =================     =================
</TABLE>

              Maturities of long-term debt are summarized below:

<TABLE>
<S>                                                                           <C>              <C>
                                               Period ending March 31,        2001             $       3,625,787
                                                                              2002                             -
                                                                              2003                             -
                                                                              2004                             -
                                                                              2005                             -
                                                                                               -----------------

                                                                              Total            $       3,625,787
                                                                                               =================
</TABLE>

              The promissory notes consist of twelve companies that have lent
              the Company from $140,000 to $300,000 each. Subsequent to year
              end, the Company negotiated the promissory notes to a convertible
              line of credit. Each convertible note carries the following
              conversion privileges; first, approximately 44% of the note may be
              converted into common stock at $1.00 per share and, secondly, the
              remaining portion of the note may be converted into preferred
              shares. The preferred stock may not be issued until the Company
              has changed its Articles of Incorporation and obtain shareholder
              approval. The conversion rate for the preferred shares is to be
              determined by the Company. The estimated number of common shares
              that would be issued upon conversion are approximately 1,300,000
              shares.


                                       29
<PAGE>


                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             March 31, 2000 and 1999


NOTE 7 -      LEASES

              At March 31, 2000, the Company is liable under the terms of
              non-cancelable leases for the following minimum lease commitments:

<TABLE>
<CAPTION>

                                                                                                       Operating
                                                                                                          Leases
                                                                                               -----------------

<S>                                            <C>                                             <C>
              Period ended March 31,
                                               2001                                            $         307,506
                                               2002                                                      309,127
                                               2003                                                      216,684
                                               2004                                                      174,684
                                               later years                                               174,684
                                                                                               -----------------

              Total minimum lease payments                                                     $       1,182,685
                                                                                               =================
</TABLE>

              Rental expense for the years ended March 31, 2000, 1999 and 1998
              amounted to $334,860, $135,580 and $187,961, respectively.

NOTE 8 -      CASH FLOW AND NON CASH INVESTING AND FINANCING ACTIVITIES

              CASH FLOW INFORMATION

<TABLE>
<CAPTION>

                                                                                   March 31,
                                                                  ----------------------------------------------
                                                                             2000            1999           1998
                                                                  ----------------------------------------------

<S>                                                               <C>              <C>             <C>
              Interest paid                                       $         2,134  $       34,535  $      18,478

              Income taxes paid                                   $           500  $          500  $         400
</TABLE>

              NON-CASH INVESTING AND FINANCING ACTIVITIES

              For the years ending March 31, 2000 and 1999, the Company incurred
              the following non-cash investing and financing activities.

<TABLE>
<CAPTION>
                                                                                   March 31,
                                                                  ----------------------------------------------
                                                                             2000            1999           1998
                                                                  ----------------------------------------------

<S>                                                               <C>              <C>             <C>
              Capital lease obligations incurred                  $             -  $       29,895  $           -
              Issuance of stock and options for services
               rendered                                           $     8,345,561  $      448,547  $     651,517
              Issuance of stock for assets                        $       510,313  $    1,533,000  $           -
              Increase in debt for assets                         $                $      440,000  $           -
              Issuance of stock for debt                          $     3,768,610  $               $           -
</TABLE>


                                       30
<PAGE>


                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             March 31, 2000 and 1999

NOTE 9 -      FINANCIAL INSTRUMENTS

              CONCENTRATIONS OF CREDIT RISK

              Financial instruments which potentially subject the Company to
              concentrations of credit risk consist principally of trade
              receivables. The Company provides credit to its customers in the
              normal course of business. However, the Company performs ongoing
              credit evaluations of its customers and maintains allowances for
              potential credit losses. The Company places its temporary cash
              with high quality financial institutions. At times such cash
              accounts may be in excess of the FDIC insurance limit.

NOTE 10 -     COMMITMENTS AND CONTINGENCIES

              The Company has entered into an agreement to maintain a satellite
              transponder and uplink for broadcasting its three dimensional
              cable channel. The agreement requires the Company to make monthly
              payments of $100,000 to retain these services. In addition, the
              Company is required to pay an extra $27,500 as a deposit.

              The Company is a defendant is three pending litigation. The suits
              are for damages for breach of lease space of commercial property.
              The Company moved its operations during the year and has not been
              able to sublease the spaces. The Company is currently paying the
              lease payments on the property and is seeking a settlement with
              the landlords. the outcome of these negotiations are unknown at
              the present time.

              On March 31, 2000, the company entered into an agreement to
              purchase additional assets to supplement its hotel movie
              pay-per-view operations. Title to these assets will be transferred
              on April 14, 2000. The purchase price is $1,000,000 payable in
              cash of $60,000 and stock of approximately 160,000 shares.

              On February 4, 2000, the Company entered into a purchase
              commitment to acquire $500,000 of inventory associated with its 3D
              products. The Company has the option to pay cash or to issue the
              equivalent of restricted shares of common stock. As of March 31,
              2000, the Company had received approximately $60,000 of product
              inventory. The Company has recorded the product received as a
              liability until the transaction is completed.

              In February 2000, the Company entered into a general release claim
              with a shareholder of the Company. The dispute was settled in
              consideration for 62,500 shares of restricted common stock.
              The stock was issued subsequent to March 31, 2000.

              In March 2000, the Company entered into several employment
              agreements with certain key personnel. The agreements provided
              compensation arrangements including non-qualified stock options to
              acquire common stock of the Company. The term of the agreements
              were for forty-eight months.

NOTE 11 -     ACQUISITIONS

              In December 1998, the Company purchased assets to supplement the
              hotel movie pay-per-view operations. The assets included existing
              contracts with several hotels to provide pay-per-view movies. The
              Company issued 250,000 shares of common stock, a convertible note
              and cash for the assets.


                                       31
<PAGE>




                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             March 31, 2000 and 1999

NOTE 12 -     GOING CONCERN

              The Company's financial statements are prepared using generally
              accepted accounting principles applicable to a going concern which
              contemplates the realization of assets and liquidation of
              liabilities in the normal course of business. The Company has
              incurred losses from its inception through March 31, 2000. The
              Company does not have an established source of revenues sufficient
              to cover its operating costs.

              Management has formulated a plan to raise additional funding
              through stock issuances and increase in debt. In addition, the
              Company's projected revenues from the establishment of its three
              dimensional cable channel and 3-D home entertainment would provide
              sufficient capital for operations.

NOTE 13 -     COMMON STOCK AND WARRANTS

              Effective May 17, 1995, the stockholders approved a 1994 Incentive
              Stock Option Plan granting to key employees options to purchase
              Company common stock over a ten year period, at the fair market
              value at time of grant. The aggregate number of common shares of
              the Company which may be granted under the plan is 800,000 shares.
              The plan expires on March 23, 2004.

              The convertible debentures entered into by the Company carry
              warrants allowing the debtor to acquire stock. The convertible
              debentures of $750,000 are in $250,000 incremental units and carry
              warrants equal to 24,753 shares per unit. The convertible
              debentures of $2,000,000 are in $250,000 increments and carry
              warrants equal to 8,475 shares per unit.

              Activity regarding stock options is summarized as follows:

<TABLE>
<CAPTION>

                                                                   Number of Shares
                                                   ---------------------------------------------------------------
                                                             2000            Price           1999            Price
                                                   ---------------------------------------------------------------
              Options Granted:
<S>                                                <C>             <C>              <C>            <C>
                   Beginning of year                      201,987  $          0.04        588,700  $   .04 - 28.00
                   Additional granted                   2,314,717     0.04 - 28.00         16,000              .04
                   Canceled                                     -                -        (63,200)   12.00 - 28.00
                                                   ----------------------------------------------  ---------------

                   End of year                          2,516,704                         541,500
                                                   ==============                   =============

              Options Exercised:
                   Beginning of year                       56,251  $          0.04         70,810  $   .04 - 28.00
                   Additional exercised                    31,250             0.04        268,703              .04
                   Expired                                      -                -              -                -
                                                   ---------------------------------------------------------------

                   End of year                             87,501                         339,513
                                                   ==============                   =============

              Options Outstanding at End
                of Year                                 2,429,203                         201,987
                                                   ==============                   =============
</TABLE>


                                       32
<PAGE>





                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             March 31, 2000 and 1999


NOTE 13 -     COMMON STOCK AND WARRANTS (Continued)

              To retain, attract and compensate key individuals, the Company
              during the fiscal year granted several stock options to various
              individuals. These options are convertible into approximately
              2,233,000 shares and range from $0.04 to $28.00 per post-split
              share. In addition, the Company granted options for services
              performed at $8.00 per post-split share.

              The Company estimates the fair value of each stock option and
              warrant at the grant date by using the Black-Scholes pricing
              model. The following assumptions were used: risk-free interest
              rate of 5%, two and one-half year expected life, 91 to 120%
              expected volatility, and no expected dividends. Accordingly, the
              Company recognized compensation cost of approximately $4,500,000
              associated with these options.

NOTE 14 -     ACQUISITION OF STRATA ASSETS

              The Company purchased from a financing institution the secured
              interest on a line of credit against Strata, Inc. (Strata). The
              Company continued to advance credit to Strata and as of March 31,
              1999 have recorded a note receivable of $465,530. Also, on March
              31, 1999, the Company obtained the secured interests of several
              other promissory notes held by several investors against Strata by
              exchanging stock for the notes. The Company exchanged 333,333
              shares, at $3.00 per share, of common stock for the notes. The
              above notes hold a secured interest in the tangible assets,
              accounts receivable, intellectual property and other assets of
              Strata. These assets are associated with centric graphical
              software applications. In June 1999, the Company foreclosed upon
              Strata and acquired the collateralized assets of Strata. The
              Company recorded these assets under APB 16 and recognized fixed
              assets of approximately $364,000 and an intangible of
              approximately $834,000.

              At March 31, 1998, the Company's projected cash flows indicated
              that the recoverability of the asset may be impaired. Revaluation
              of the projected cash flow associated with this technology was
              determined to be approximately $2,500,000. Under FASB 121, an
              adjustment of $3,133,333 for impairment of the asset was
              recognized.

NOTE 15 -     RELATED PARTY TRANSACTIONS

              The Company owes certain officers and directors royalties from the
              revenue of book sales. In addition, the Company owes a major
              shareholder royalties on active users of the Chequemate product.
              The total amount owing to these individuals as of March 31, 2000
              and 1999 was $-0- and $25,292, respectively.

NOTE 16 -     UNASSERTED CLAIMS

              The Company is currently negotiating a claim regarding performance
              by the Company on satisfying a contractual obligation. The claim
              is seeking additional compensation in the form of stock claiming
              that the initial payment of the stock was delayed and that due to
              the delay in receiving the stock, the compensation value was
              reduced and the party did not receive adequate compensation.
              Currently, the claim has not been settled and the outcome cannot
              be determined at this time.


                                       33
<PAGE>


                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             March 31, 2000 and 1999


NOTE 17 -     PROVISION FOR INCOME TAXES

              The provision for income taxes for the years ended March 31, 2000
              and 1999 consists of the following:

<TABLE>
<CAPTION>

                                                   Current           Deferred            Total
                                                   -------------     -------------       -------------

<S>                                                <C>               <C>                 <C>
              Year ended March 31, 2000
                   U.S. Federal                    $           -     $           -       $           -
                   State and local                           500                 -                 500
                                                   -------------     -------------       -------------

                                                   $         500     $           -       $         500
                                                   =============     =============       =============

              Year ended March 31, 1999
                   U.S. Federal                    $           -     $           -       $           -
                   State and local                           500                 -                 500
                                                   -------------     -------------       -------------

                                                   $         500     $           -       $         500
                                                   =============     =============       =============
</TABLE>


              Income tax expense was $500 and $500 for each of the years ended
              March 31, 2000 and 1999, respectively, and differed from the
              amounts computed by applying the U.S. Federal income tax rate of
              34 percent to loss from operations before provision for income
              taxes and extraordinary item as a result of the following:

<TABLE>
<CAPTION>
                                                                                      2000                  1999
                                                                         ---------------------------------------
<S>                                                                      <C>                   <C>
              Computed "expected" benefit                                $      (7,215,000)    $      (1,552,274)
              State tax payable                                                        500                   500
              Increase (reduction) in income taxes resulting from:
                   Change in valuation allowance for deferred
                     tax assets                                                  4,778,892             1,543,274
                   Non-deductible expenses                                       2,436,108                 9,000
                                                                         -----------------     -----------------

                        Income tax provision                             $             500     $             500
                                                                         =================     =================
</TABLE>

              The tax effects of temporary differences that give rise to
              significant portions of the deferred tax assets at March 31, 2000
              and 1999 are presented below:

<TABLE>
<S>                                                                      <C>                   <C>
              Deferred tax assets:
                   Net operating loss carryforwards
                        Total deferred tax assets                        $      12,871,774     $       5,656,774
                        Less valuation allowance                               (12,871,774)           (5,656,774)
                                                                         -----------------     -----------------

                        Net deferred tax assets                          $               -     $               -
                                                                         =================     =================
</TABLE>


                                       34
<PAGE>


                 CHEQUEMATE INTERNATIONAL, INC. AND SUBSIDIARIES
                               (dba C3-D Digital)
                   Notes to Consolidated Financial Statements
                             March 31, 2000 and 1999


NOTE 18 -     SUBSEQUENT EVENTS

              In March 2000, the Company entered into an agreement to obtain the
              rights to certain hotel pay-per-view leases. In exchange for the
              leases, the Company would pay $18,900 in cash and deliver free
              trading stock worth $122,300 on the date of closing. The agreement
              closed in April 2000.

              In May 2000, the Company entered into an asset purchase agreement
              to acquire equipment related to its hotel pay-per-view business.
              The purchase price is $510,000, payable in cash of $40,000 and
              common stock of approximately 78,000 shares.

              In February 2000, the Company entered into an agreement to acquire
              the right to 50 motion pictures to enhance its 3D television
              operations. The purchase price for the rights to these pictures
              was 100,000 shares of common stock. The Company did not receive
              Board approval of the agreement until April 2000 and did not
              receive possession of any of the pictures until May 2000. The
              stock was subsequently issued in June 2000.

NOTE 19 -     SEGMENT INFORMATION

              The Company's reportable segments are strategic business units
              that offer different products and services. They are managed
              separately because each business requires different technology and
              marketing strategies.

              The accounting policies applied to determine the segment
              information are the same as those described in the summary of
              significant accounting policies.

               Financial information with respect to the reportable segments
follows:

<TABLE>
<CAPTION>

                                          Centric          Hotel        Cable              3D
                                        Graphical   Pay-Per-View      Channel           Units            Total
                                    --------------------------------------------------------------------------

<S>                                 <C>            <C>            <C>           <C>                <C>
Revenue from external customer      $   2,154,164  $     411,367  $         -   $     268,478      $ 2,834,009

Depreciation and amortization             435,510        432,591      434,237          46,469        1,348,807

Operating cost                          6,115,019      5,117,803    6,304,114       2,775,907       20,312,843

Segment loss                            4,304,533      5,139,027    6,738,351       2,553,898       18,735,809
</TABLE>


NOTE 20 -      SHORT TERM OBLIGATIONS

               The Company entered into various agreements and commitments for
               services to be rendered to the Company. These obligation were to
               be paid in common stock of the Company after approval by the
               Board of Directors. Subsequent to year-end, the Board approved
               some of the agreements and the stock was then approved and
               issued. One agreement is still waiting Board approval. The
               Company has recorded the obligations as a liability pending the
               issuance of the stock.


                                       35
<PAGE>

ITEM 8.  Changes and Disagreements with Accountant

         The Company does not have any disagreements with its accountants
regarding the accounting and financial disclosures contained in this Form 10-KSB
report.


                                    PART III

ITEM 9.  Directors and Executive Officers

<TABLE>
<CAPTION>

Name and Principal Occupation or            Age      First            Shares of Common  Percentage of
Employment                                           Became a         Stock             Common Stock
                                                     Director         Beneficially      Outstanding
                                                                      Owned
--------------------------------------------------------------------------------

<S>                                         <C>      <C>              <C>               <C>
Harold P. Glick                             58       1995             100,000           1.1 %
Partner in the real estate company of
Moore Warfield & Glick

--------------------------------------------------------------------------------

Robert E. Warfield                          60       1995             212,500           2.3%
Partner in the real estate company of
Moore Warfield & Glick

-------------------------------------------------------------------------------

Andre Peterson                              47       1998              30,574 (1)       less than 1%
VP of Marketing and Chief Marketing
Officer of Cogito Incorporated

--------------------------------------------------------------------------------

John Bartholomew                            41       1998              61,396 (2)       1%
General Manager of The Kaizen Group

-------------------------------------------------------------------------------

Daniel Thompson                             49       1999             125,000 (3)       0%


-------------------------------------------------------------------------------
J. Michael Heil                             45       n/a              125,000 (3)       0%
CEO

--------------------------------------------------------------------------------

D. Alan Hunter                              46       n/a               25,000 (3)       0%
Secretary

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

(1) This amount includes 30,000 shares available under unexercised options.


                                       36
<PAGE>

(2) This amount includes 34,285 shares available under unexercised options.
(3) This amount consists of shares available under unexercised options.


Business Experience

Harold P. Glick. Director. Mr. Glick received his BS degree in Accounting from
the University of Maryland in 1965 and became a Certified Public Accountant the
following year. Mr. Glick successfully built and managed a family-owned retail
business prior to joining Mr. Robert Warfield as a partner in the real estate
Company of Moore, Warfield and Glick. Additionally, since 1988, Mr. Glick has
been a regional owner of Help-U-Sell Real Estate in Virginia, Maryland,
Washington D.C. and Delaware. Mr. Glick served as President of the Greater Ocean
City, Maryland, Board of Realtors in 1988, is a member of the Advisory Board of
Nations Bank and serves on the Maryland Governor's Economic Development
Committee.

Robert E. Warfield. Director. Mr. Warfield has a BS Degree in Economics from
Western Maryland College. He has an extensive background in real estate and
regional sales management with the Weyerhaeuser Corporation. Mr. Warfield first
became licensed in real estate in 1962, and in 1975 started Warfield Real
Estate. He has been in the real estate and development business in Ocean City,
Maryland since 1971. For the past 18 years Mr. Warfield has been President of
Moore, Warfield and Glick, Inc., with real estate sales over $100 million and
rentals of $12 million. Additionally, since 1988, Mr. Warfield has been a
regional owner of Help-U-Sell Real Estate in Virginia, Maryland, Washington D.C.
and Delaware. Mr. Warfield currently serves on the Board of Directors of
Atlantic General Hospital and Ocean City Golf and Yacht Club. He has also served
as a director of Second National Service Corp., and Salisbury School.

Andre Peterson. Director. Mr. Peterson is an alumnus of Brigham Young
University, where he majored in Business Management. He is currently the Vice
President of Marketing and Chief Marketing Officer for Cogito Incorporated, a
software technology development company. He was the VP of Marketing and a
Partner of The Kaizen Group, a marketing and development group for start-up
software from 1996 to 1998. He served as the President of Enhanced Simulation
Marketing from 1994 through 1996, marketing a newly patented motion simulator
for the entertainment industry. He was the VP of Marketing for WordPerfect
Corporation and Novell Corporation from 1983 to 1994. Mr. Peterson was
responsible for all aspects of sales and marketing for WordPerfect, taking sales
from one million in 1983, to over seven hundred million in 1994. Prior to
working for WordPerfect, Mr. Peterson was a member of the White House Staff for
four years.

John V. Bartholomew. Director. Mr. Bartholomew has a BS degree in Computer
Science from Brigham Young University. He has extensive experience in the
application of technology in computers and complex systems. He has been involved
in the management of technology sales and marketing for more than a decade with
such companies as WordPerfect and Novell. He is the General Manager of The
Kaizen Group, a consulting organization for technology companies with such
customers as Microsoft, NetVision, PowerQuest, LogicalNet and Cogito, a
knowledge based software solutions provider.

Daniel R. Thompson. Director. Since January of 1984, Mr. Thompson has served as
president of Creative Entertainment Services, a multifaceted entertainment
agency specializing in product placement, promotional advertising, closed
captioning sponsorships, program sponsorships and distribution. He also serves
as an officer of Creative Television Marketing of Los Angeles, California and as
a director of Creative Promotional Marketing of Boston, Massachusetts.


Committees of the Board of Directors

         Robert E. Warfield serves as the sole voting member of the Compensation
Committee of the board of directors. Andre Peterson serves as the Chairman of
the Audit Committee, with Harold Glick and John Bartholomew as members. The
Compensation Committee has been charged with the responsibility of evaluating
and establishing compensation for the management of the Company and the grant of
corporate


                                       37
<PAGE>

stock options. The Audit Committee has been charged with the responsibility of
communicating with the auditors of the Company, and evaluating the accounting
controls, functions and systems of the Company.


Executive Officers

         The following table outlines the executive officers of the Company.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
Name                       Age      Position Held             Current Term of Office and period of Service
--------------------------------------------------------------------------------
<S>                        <C>      <C>                       <C>
J. Michael Heil            45       CEO                       September 1998 to present
--------------------------------------------------------------------------------
D. Alan Hunter             46       Secretary                 February 2000 to present
--------------------------------------------------------------------------------
</TABLE>

Business Experience

J. Michael Heil. CEO. Mr. Heil has over 17 years experience in the satellite and
television business. Mr. Heil was formerly president of Skylink America, Inc.
and Satellite Cinema, successfully launching five digital video pay-per-view
networks. During his tenure in these businesses, he developed the business to
$20 million in annual revenue and over 150,000 subscribers. He was the Director
of Operations for Comsat Video Enterprises, and Chairman and CEO of Television
Entertainment Network, Inc., a Canadian hotel pay-per-view company.

D. Alan Hunter. Secretary and General Counsel. Mr. Hunter obtained his law
degree at the University of Florida College of Law and is admitted to practice
law in the states of California and Florida. Prior to November 1995, Mr. Hunter
was engaged in the general practice of law in West Palm Beach, Florida. From
November 1995 until September 1999, he served as general counsel for Logix
Development Corporation. Logix is a Camarillo, California company that is
engaged in the business of being a technical service provider to the C-band
satellite DTH industry and in hosting Internet websites. Mr. Hunter was employed
by C-3D Digital as general counsel in November of 1999 and was elected by the
board of directors to serve as Secretary to the Company in February 2000.



ITEM 10.  Executive Compensation

         The table set forth below contains information about the remuneration
received and accrued during fiscal years 1999 and 2000 from the Company and its
subsidiaries by the Chief Executive Officer and each of the most highly
compensated executive officers of the Company.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------

Name and Principal         Fiscal Year      Salary ($)        Bonus ($)        All Other Annual
Position                                                                       Compensation
-------------------------------------------------------------------------------

<S>                        <C>              <C>               <C>              <C>
J. Michael Heil            2000             $184,800          $0                         $0
CEO and Chairman           1999             $100,000          $6,299                     $0
--------------------------------------------------------------------------------

D. Alan Hunter             2000             $84,000           $0                         $0
Secretary                  1999             $0                $0                         $0
-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       38
<PAGE>


         The following chart shows the stock options that were granted to
executive officers of the Company during the last completed fiscal year.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------

Name and Principal         Total            Percentage of total        Total            Exercise         Expiration
Position                   Options          granted to employees       Options          Price            Date
                           Granted          in fiscal year             Vested           ($/share)
-------------------------------------------------------------------------------

<S>                        <C>              <C>                        <C>              <C>              <C>
J. Michael Heil            625,000          44.19%                     125,000          125,000          3/31/2005
CEO                                                                    @$0.04           @$0.04
                                                                       0                125,000          3/31/2005
                                                                                        @$8.00
                                                                       0                125,000          3/31/2005
                                                                                        @$16.00
                                                                       0                125,000          3/31/2005
                                                                                        @$24.00
                                                                       0                125,000          3/31/2005
                                                                                        @$28.00
--------------------------------------------------------------------------------

D. Alan Hunter              75,000          5.3%                       0                25,000           3/31/2005
Secretary                                                                               @$0.04
                                                                       0                25,000           3/31/2005
                                                                                        @$8.00
                                                                       0                25,000           3/31/2005
                                                                                        @$16.00
                                                                       0                25,000           3/31/2005
                                                                                        @$24.00
                                                                       0                25,000           3/31/2005
                                                                                        @$28.00
--------------------------------------------------------------------------------
</TABLE>

The following table reflects the number of unexercised options that are
exercisable and unexercisable at the end of fiscal year 2000. None of the
executive officers exercised any options in the fiscal year ending March 31,
2000.

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------

                           Number of unexercised options               Value of unexercised in-the-money
                           at FY-end (#)                               options at FY-end ($)
Name of Officer            exercisable/unexercisable                   exercisable/unexercisable
-------------------------------------------------------------------------------

<S>                        <C>                                         <C>
J. Michael Heil            125,000/0                                   $1,000,000/$0
--------------------------------------------------------------------------------

D. Alan Hunter             0/25,000                                    $0/$200,000
--------------------------------------------------------------------------------
</TABLE>


                                       39
<PAGE>


ITEM 11.  Security Ownership of Certain Beneficial Owners and Management.

         The table below sets forth certain information as of June 20, 2000 with
respect to each person who owns of record, or is known to the Company to
beneficially own, more than 5% of the outstanding shares of Voting Common Stock,
and the beneficial ownership of such securities by each officer and director who
owns any stock, and by all officers and directors as a group. The original
directors and officers of the Company, whose aggregate share holdings are now
just more than three percent of the total shares outstanding, may be deemed to
have been promoters of the Company.

<TABLE>
<CAPTION>

Name and Address of Beneficial Owner        Amount and Nature of Ownership      Percent of currently issued of
                                            Voting Stock                        and Subscribed Common
                                                                                Stock
--------------------------------------------------------------------------------
<S>                                         <C>                                 <C>
Blaine Harris                               100,584 Direct Ownership            5.8%
1222 East Golf Course Circle                431,400 Indirect Ownership
Bountiful, UT 84010
--------------------------------------------------------------------------------
Robert Warfield                             212,500
10481 Golf Course Road                      Direct Ownership                    2.3%
Ocean City, MD 21842
--------------------------------------------------------------------------------
Harold P. Glick                             100,000
10706 Piney Island Drive                    Direct Ownership                    1.1%
Bishopville, MD 21842
--------------------------------------------------------------------------------
Andre Peterson                              30,574                              less than 1%
291 East 950 South                          Direct Ownership
Orem, UT 84058
--------------------------------------------------------------------------------
John Bartholomew                            61,396                              less than 1%
291 East 950 South                          Direct Ownership
Orem, UT 84058
--------------------------------------------------------------------------------
Crooks Hollow Road LLC                      671,463                             7.3%
P.O. Box 31106 SMB                          Direct Ownership
Grand Cayman, Cayman Islands
--------------------------------------------------------------------------------
All Officers and Directors                  404,470                             4.4%
As a Group                                  Direct Ownership
--------------------------------------------------------------------------------
</TABLE>

        The Company knows of no arrangements, including any pledge by any person
of securities of the Company, the operation of which may at a subsequent date
result in a change in control of the Company.




Section 16(a) Beneficial Ownership Reporting Compliance

         On June 9, 1999, the registrant became a reporting company pursuant to
Section 12(b) of the Securities Exchange Act of 1934. All reports required under
Section 16(a) are believed to have been timely filed by the officers, directors
and 10% shareholders of the stock of the Company.


                                       40
<PAGE>

ITEM 12.  Certain Relationships and Related Transactions.

         The Company has no related transactions to report this year.



ITEM 13.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

<TABLE>
<CAPTION>

         NO.      DESCRIPTION
         ---      -----------
<S>               <C>
         3.1      Restated Articles of Incorporation.  Incorporated by reference from Form 8-A (Film No.
                  99636119) filed by the Company with the Commission on May 27, 1999.

         3.2      By-Laws. Incorporated by reference from Form 8-A (Film No.
                  99636119) filed by the Company with the Commission on May 27, 1999.

         4        Specimen Common Stock Certificate. Incorporated by reference from Form 8-A (Film No.
                  99636119) filed by the Company with the Commission on May 27, 1999.

         10.1     License Agreement between the Company's wholly owned subsidiary and Advanced Technology
                  Group, L.L.C. dated as of June 23, 1997. Incorporated by reference from Form 10-KSB
                  (Film No. 97641185) filed by the Company with the Commission on July 16, 1997.

         10.2     Affiliate Agreement with VisionComm dated February 28, 2000.

         10.3     Affiliate Agreement with CableAmerica Corporation dated February 17, 2000

         10.4     Affiliate Agreement with TelePro Communications, Inc., dated December 31, 1999

         10.5     License Agreement with Trimark Pictures, Inc., dated February 8, 2000

         10.6     Purchase Agreement with I-O Display Systems, LLC, dated February 4, 2000

         10.7     Employment Agreements with key employees dated March, 2000

         10.8     Consent of auditor HJ & Associates, LLC

</TABLE>

         (b) Reports Filed on Form 8-K

         December 23, 1998 Form 8-K regarding the acquisition of pay-per-view
assets from Alpha Broadcasting Corp.

         April 14, 1999 Form 8-K regarding the acquisition of secured interests
in the assets of Strata, Inc.

         July 22, 1999 Form 8-K regarding the acquisition of pay-per-view assets
from King Farms, Inc.

         May 26, 2000 Form 8-K 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.


                                       41
<PAGE>


                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


      /s/ J. Michael Heil                                    July 12, 2000
    ---------------------------------------------          ------------------
    J. Michael Heil, CEO                                          Date


      /s/ Andre Peterson                                     July 12, 2000
    ---------------------------------------------          ------------------
    Andre Peterson, Principal Accounting Officer                  Date



         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.



       /s/ J. Michael Heil                                    July 12, 2000
     ---------------------------------------------          ------------------
     J. Michael Heil, CEO                                          Date



       /s/ Andre Peterson                                     July 12, 2000
     ---------------------------------------------          ------------------
     Andre Peterson, Director                                      Date



       /s/ J. Michael Heil                                    July 12, 2000
     ---------------------------------------------          ------------------
     J. Michael Heil, for John Bartholomew, Director               Date



       /s/ J. Michael Heil                                    July 12, 2000
     ---------------------------------------------          ------------------
     J. Michael Heil, for Robert E. Warfield, Director             Date



       /s/ J. Michael Heil                                    July 12, 2000
     ---------------------------------------------          ------------------
     J. Michael Heil, for Harold P. Glick, Director                Date



       /s/ J. Michael Heil                                    July 12, 2000
     ---------------------------------------------          ------------------
     J. Michael Heil, for Daniel Thompson, Director                Date



                                       42
<PAGE>





                                POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and
appoints J. Michael Heil and Alan Hunter as attorneys-in-fact with full power of
substitution, to execute in the name and on behalf of each person, individually
and in each capacity stated below, and to file, the 10-KSB report for the 2000
fiscal year and any and all amendments to the same report.


<TABLE>
<CAPTION>
Signature                                             Title


<S>                                         <C>
 /s/ J. Michael Heil                        Chairman of the Board of Directors
----------------------------------          Chief Executive Officer
J. Michael Heil                             Principal Accounting Officer


 /s/ John Bartholomew                       Director
----------------------------------
John Bartholomew


 /s/ Harold P. Glick                        Director
----------------------------------
Harold P. Glick


 /s/ Andre Peterson                         Director
----------------------------------
Andre Peterson


 /s/ Daniel R. Thompson                     Director
----------------------------------
Daniel R. Thompson


 /s/ Robert E. Warfield                     Director
----------------------------------
Robert E. Warfield

</TABLE>

                                       43