U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
-----------------------------------
SEC FILE NUMBER
33-28562
-----------------------------------
(Check One):
-----------------------------------
CUSIP NUMBER
891535106
-----------------------------------
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB
[ ] Form N-SAR [ ] Form 10-KSB
For Period Ended: September 30, 1999
- --------------------------------------------------------------------------------
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________
- --------------------------------------------------------------------------------
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
- --------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
- --------------------------------------------------------------------------------
PART I--REGISTRATION INFORMATION
- --------------------------------------------------------------------------------
Full Name of Registrant: Authoriszor Inc.
Former Name if Applicable: Toucan Gold Corporation
Address of Principal Executive Office (Street and Number)
8201 Preston Road
Suite 600
Dallas, Texas 75225
(City, State and Zip Code)
<PAGE>
- --------------------------------------------------------------------------------
PART II--RULES 12B-25 (B) AND (C)
- --------------------------------------------------------------------------------
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-KSB, 20-F, 11-K, 10-QSB or N-SAR, or portion thereof will be filed on or
before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-QSB, or portion
thereof, will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
- --------------------------------------------------------------------------------
PART III--NARRATIVE
- --------------------------------------------------------------------------------
State below in reasonable detail the reasons why annual report, quarterly
report, transition report on Form 10-KSB, 20-F, 11-K, 10-QSB or N-SAR or portion
thereof could not be filed within the prescribed period.
The Company has recently divested itself of substantially all of its
assets relating to its primary industry of mining pursuant to the sale of the
shares of its principal mining subsidiary to Minmet Plc. In addition, the
Company has announced the proposed spin-off of Toucan Mining Limited, its wholly
owned subsidiary that owns the Company's remaining mining interests. Moreover,
the Company has completed the acquisition of a company (the "Acquired Company")
engaged in the Internet industry. Each of these transactions are reported in
Forms 8-K filed with the Securities and Exchange Commission (the "Commission").
As a result of these substantial changes in the Company's business operations,
the Company must prepare significant additional disclosure to describe such
transactions and its new Internet business and to otherwise comply with the
Commission's Exchange Act reporting requirements.
- --------------------------------------------------------------------------------
PART IV--OTHER INFORMATION
- --------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification
L. Clark Arnold (520) 742-0991
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
Form 8-K/A reporting the financial statements of the Acquired Company
as required by Item 7 of Form 8-K.
[ ] Yes [X ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
<PAGE>
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
Authoriszor Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 16, 1999 By: /s/ Robert P. Jeffcock
-----------------------------------
Robert P. Jeffcock
President and Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be field with the form.
- --------------------------------------------------------------------------------
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
- --------------------------------------------------------------------------------
<PAGE>
ATTACHMENT WITH RESPECT TO PART IV. QUESTION 3.
The Company anticipates that significant changes in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the Company's Form 10-QSB
for the quarterly period ending September 30, 1999 due to the fact that the
Company divested itself of substantially all of its assets in its primary
industry of mining and acquired the Acquired Entity, an Internet company, a
previously independent operating entity. Such earnings statements will reflect
the results of operations of the Acquired Entity.
