U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
33-28562
CUSIP NUMBER
891535106
(Check One):
[ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB [ ] Form N-SAR [
] Form 10-KSB
For Period Ended: December 31, 1999
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[ ] 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: ______________
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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Part I--Registration Information
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Full Name of Registrant: Authoriszor Inc.
Former Name if Applicable: Toucan Gold Corporation
Address of Principal Executive Office (Street and Number)
1 Justin Road
Natick, Massachusetts 01760-5565
(City, State and Zip Code)
<PAGE>
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Part II--Rules 12b-25 (b) and (c)
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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.
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Part III--Narrative
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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.
Authoriszor Inc. ("the Company") recently placed (the "Placement") 2,727,273
shares of its common stock, par value $.01 per share (the "Common Stock"). The
Placement is expected to close on February 16, 2000. Moreover, on January 28,
2000, the Company completed the sale of all of the share capital of Toucan
Mining Plc, a wholly owned subsidiary of the Company. Each of these transactions
is reported in a Form 8-K filed with the Securities and Exchange Commission (the
"Commission"). As a result of the substance and timing of these events, the
Company must prepare significant additional disclosure to describe such
transactions and to otherwise comply with the Commission's Exchange Act
reporting requirements.
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Part IV--Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
Richard A. Langevin (508) 650-3916
(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).
[X] Yes [ ] 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
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.
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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: February 14, 2000 By: /s/ Richard A/ Langevin
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Richard A. Langevin
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.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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Dallas1 571832 v 1, 29976.00001
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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 December 31, 1999 due to the fact that, as of June 30,
1999, the Company had divested itself of substantially all of its operations and
on July 22, 1999 acquired ITIS Technologies Limited, now named Authoriszor
Limited ("AL"), an Internet company and a previous independent operating entity.
The acquisition has been accounted for as a recapitalization of AL. Accordingly,
the Company's financial statements are those of AL, whose fiscal year end is
June 30. The Company has changed its fiscal year to June 30. Therefore, the
Company's earnings statement for the corresponding period for the last fiscal
year will reflect the results of operations of AL and not the Company's prior
mining business.
