U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

|X|  Annual report under Section 13 or 15 (d) of the Securities  Exchange Act of
     1934 for the fiscal year ended June 30, 2001
[ ]  Transition report under Section 13 or 15 (d) of the Securities Exchange Act
     of 1934 for the transition period from _____________ to ____________

Commission File Number: 000-27869
                                AUTHORISZOR INC.
                 (Name of Small Business Issuer in its Charter)

         Delaware                                            75-2661571
-------------------------------                         -------------------
(State or Other Jurisdiction of                          (I.R.S. Employer
Incorporation or Organization)                          Identification No.)

Windsor House, Cornwall Road
Harrogate, North Yorkshire
HG1 2PW  United Kingdom                                      HG1 2PW
----------------------------------------                -------------------
(Address of Principal Executive Offices)                    (Zip code)
                               011-44-1423-730-300
                -------------------------------------------------
                (Issuer's Telephone Number, Including Area Code.)

Securities registered under Section 12(b) of the Exchange Act:
                                                        Name of Each Exchange
         Title of Each Class                             on Which Registered
         -------------------                            ---------------------
                       NONE                                     N/A

Securities registered under Section 12(g) of the Exchange Act:
                                                 Common Stock, $0.01 par value
                                                 -----------------------------
                                                        (Title of class)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 requirements for past 90 days.
                                                       Yes   X    No
                                                           ------    --------

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [  ]

State issuer's revenues for its most recent fiscal year: $708,477. The aggregate
market value of the voting and non-voting  stock held by  non-affiliates  of the
registrant as of October 29, 2001 was approximately $2,834,000.  For purposes of
this computation,  all executive  officers,  directors and 10% stockholders were
deemed affiliates.  Such a determination should not be construed as an admission
that such executive officers, directors or 10% stockholders are affiliates.

As of October 29, 2001, there were 18,456,698 shares of the common stock,  $0.01
par value, of the Company issued and outstanding.

Transitional Small Business Disclosure Format: Yes           No     X
                                                  --------      ---------

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

         Authoriszor  Inc.,  a  Delaware  corporation  (the  "Company"),  hereby
amends,  as set forth herein,  the Company's  Annual Report on Form 10-KSB filed
with the Securities and Exchange  Commission on October 19, 2001(the  "Company's
Form 10-KSB").
         The item  numbers  and  responses  thereto are in  accordance  with the
requirements  of Form  10-KSB.  The Company  hereby  amends and  restates in its
entirety each of the following items of the Company's Form 10-KSB.



<PAGE>

             Item 6. Management's Discussion and Plan of Operations

         The  following   description  of   "Management's   Plan  of  Operation"
constitutes  forward-looking  statements  for purposes of the Securities Act and
the Exchange Act and as such involves known and unknown risks, uncertainties and
other factors that may cause the our actual results, performance or achievements
to be materially  different from future  results,  performance  or  achievements
expressed or implied by such  forward-looking  statements.  The words  "expect",
"estimate", "anticipate", "predict", "believes", "plan", "seek", "objective" and
similar  expressions  are  intended to identify  forward-looking  statements  or
elsewhere  in this  report.  Important  factors  that could cause the our actual
results,  performance or achievement to differ  materially from our expectations
include  the  following:  1) one or more of the  assumptions  or  other  factors
discussed in connection with particular  forward-looking statements or elsewhere
in this report prove not to be accurate;  2) we are  unsuccessful  in increasing
sales through our anticipated  marketing efforts;  3) mistakes in cost estimates
and cost  overruns  with respect to our products or services,  particularly  our
fixed  price  contracts;  4) our  inability  to  obtain  financing  for  general
operations  including the marketing of our  technology  consulting  services and
products,  and  acquisitions;  5)  non-acceptance,  generally of our  technology
consulting  services  or one or  more of our  products  in the  marketplace  for
whatever  reason;  6) our inability to supply any of our  technology  consulting
services or products to meet market demand;  7) generally  unfavorable  economic
conditions that would adversely effect purchasing decisions by purchasers of our
technology  consulting  services or distributors,  resellers or consumers of our
products;  8)  development  of a similar  competing  product at a similar  price
point; 9) the inability to negotiate a favorable  agreement for or to adequately
protect our intellectual property; (10) if we experience labor and/or employment
problems  such as the loss of key  personnel,  inability  to hire and/or  retain
competent  personnel,  etc.;  11) if the we  experience  unanticipated  problems
and/or force majeure events (including but not limited to accidents, fires, acts
of God  etc.),  or we are  adversely  affected  by  problems  of our  suppliers,
shippers, customers or others; (12) our revenues could be negatively affected by
the loss of a major client with respect to our technology  consulting  services;
(13) the inability to keep up with the internet's rapid  technological  changes,
evolving  industry  standards  and  changing  client   requirements;   (14)  the
reorientation of our business model to include providing  technology  consulting
services;  and (15) our risk factors as described in the section  entitled "Risk
Factors" contained in the Registration Statement on Form S-1, declared effective
May 18, 2000, as amended,  and the Prospectus  contained therein,  dated May 19,
2000,  as  supplemented.   All  written  or  oral   forward-looking   statements
attributable to us are expressly qualified in their entirety by such factors. We
undertake no obligation to publicly release the result of any revisions to these
forward-looking  statements which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.

         The  following  discussion  should  be read  in  conjunction  with  the
Consolidated Financial Statements, including the notes thereto.

Overview

         In connection  with the  resignation of our President,  Chief Executive
Officer and Interim Chief Financial Officer, effective January 31, 2001, our new
management team began a detailed review of the business plan and the scalability
of our  business  plan for the future.  As a result of a detailed  review of the
business undertaken,  our new management team revised our previous business plan
to reduce  the focus  that had  previously  been  given to sales of our suite of
security software and to focus on the delivery of technology consulting services
to our customers. Our strategy, therefore, has changed and is now focused on two
strategic directions:

         o        becoming  a  full  service  vendor  of   consulting,   systems
                  integration   and   systems   development   services   to  the
                  e-commerce,  security and work flow sectors of the information
                  technology industry; and
         o        to a lesser degree,  licensing our suite of security  products
                  to companies who have an  established  sales channel and route
                  to market.

         A large  majority  of our  revenue is now  derived  from  business  and
technology  consulting  services,  and we expect that a our revenue  will,  to a
great  degree,  continue  to be derived  from such  consulting  services  in the
future.  Though we expect to  experience  growth in our  revenues  derived  from
business and technology consulting services,  the market for advanced technology
consulting skills has declined significantly over the last several months.



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<PAGE>

         We expect that our revenues will be driven  primarily by the number and
scope of our client engagements,  our professional  services headcount,  and our
ability to appropriately staff those engagements and price our services. For the
year ended June 30, 2001,  our five  largest  clients  accounted  for 45% of our
revenues,  with three clients each  accounting for more than 10% of our revenues
during such period.  While  revenues from any given client will vary from period
to period,  we anticipate that our top five clients will continue to account for
a  significant  percentage  of revenue  going  forward.  To the extent  that any
significant client uses less of our services or terminates its relationship with
us, our revenues could be adversely impacted.

Results Of Operations

FISCAL YEAR ENDED JUNE 30, 2001 COMPARED TO FISCAL YEAR ENDED JUNE 30, 2000

     Revenues

         Revenues  for the year ended June 30,  2001 were  $708,477  compared to
$121,186 for the year ended June 30, 2000. This increase resulted primarily from
consolidating the operations of WRDC following our acquisition of WRDC on May 8,
2001. For the year ended June 30, 2001, our five largest customers accounted for
approximately 45% of our revenues. Three individual customers accounted for 16%,
10.8% and 10.6% of our revenues. One customer accounted for approximately 76% of
our revenues for the year ended June 30, 2000. No other  customer  accounted for
greater than 10% of our revenues for the years ended June 30, 2001 and 2000.

     Costs of Revenues

         Cost of  revenues  during  the year ended June 30,  2001  increased  to
$254,048  compared  to $6,116 for the year ended June 30,  2000.  This  increase
resulted from a change in revenue mix to lower margin consulting services.

     Operating Expenses

         Administrative expenses consist primarily of salaries and benefits paid
to our employees,  travel costs incurred by our employees,  occupancy and office
costs,  severance costs  associated with the resignation of our former President
and Chief Executive  Officer and severance costs associated with the termination
of UK employees as a result of the  implementation  of management's new business
plan.  Administrative  expenses  for the year ended June 30, 2001  increased  to
$16.4  million  compared to $6.7  million in the year ended June 30,  2000.  The
increase was attributable to the following expenses:

         o        Salary and benefits rose to $7,343,133 for the year ended June
                  30, 2001 compared to $1,540,127 at June 30, 2000. The increase
                  in primarily a result of our employee headcount  increasing to
                  a peak of 74 in February  2001 compared to 41 at June 30, 2000
                  before  it  declined  dramatically  to 23  at  June  30,  2001
                  (excluding WRDC employees);

         o        Travel  expenses  were  $1,062,988  in the year ended June 30,
                  2001  compared to $259,843 a year ago.  We  continued  to open
                  field offices  increasing the total to six before  deciding to
                  close them in the later part of the  fiscal  year.  Certain of
                  our  employees   were  required  to  travel   extensively   in
                  preparation for the opening of various field offices.  We also
                  held several  Trans-Atlantic  sales team  meetings  during the
                  year.  Finally,  with the restructuring of our management team
                  in the second half of the fiscal  year,  extensive  travel was
                  required for the new  management  team from the UK to the U.S.
                  to implement the restructuring initiative;

         o        Occupancy and office costs were  $1,313,634 for the year ended
                  June 30, 2001 compared to $103,877 a year ago. The increase is
                  primarily a result of twelve months of occupancy in our former
                  company  headquarters  in the U.S.  (one month in fiscal  year
                  2000), two new sales offices in the UK, additional space in an
                  existing UK office and an additional sales office in the U.S.;

         o        Severance  costs   associated  with  the  resignation  of  our
                  President  and Chief  Executive  Officer were $841,754 for the
                  year ended June 30, 2001. There were no such costs a year ago.
                  Effective January 31, 2001, our President and  Chief Executive

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<PAGE>

                  Officer  resigned  from  his  various  executive  officer  and
                  director  positions  with us. This amount  includes  $250,000,
                  that is payable in January 2002;

         o        Severance  costs  associated  with UK employees was $1,433,677
                  for the year ended June 30,  2001.  There were no such costs a
                  year ago. These costs are associated with the closure of sales
                  offices  in  December  and  June  and the  termination  of the
                  respective  employees.  We  also  terminated  portions  of our
                  leased  space  at our UK  corporate  offices,  along  with the
                  employees that occupied that space; and

         o        We also  incurred  costs of  $749,000 in  connection  with the
                  granting of stock options and restricted stock to a consultant
                  and recruiting fees of $610,000,  as we steadily increased our
                  employee headcount throughout the first 10 months of the year.
                  We also experienced an increase in our professional fees.

     Marketing and Advertising

         Marketing and  advertising  expenses were $1,569,869 for the year ended
     June  30,  2001   compared  to  $851,856  a  year  ago.  This  increase  is
     attributable primarily to costs incurred during the first ten months of the
     year in setting up  additional  sales  offices,  branding  of our  products
     through website  construction and other  promotional  activities and hiring
     new sales and marketing employees.

     Restructuring and Exit Costs

         We  incurred  restructuring  and exit costs of  $1,136,601  in the year
     ended  June  30,  2001 as a  result  of our  decision  to  close  our  U.S.
     operations. See Note E to our financial statements.

     Other Income and Expense

         Interest  income  was  $1,056,979  for the year  ended  June  30,  2001
compared to $611,299 a year ago. The increase is a result of holding larger cash
balances  for an  entire  year as a result  of the  private  placement  offering
completed in February 2000.

         We incurred losses on foreign  exchange  transactions of $1,774,696 for
the year ended June 30,  2001  compared to $94,957 a year ago.  The  increase in
2001 was due primarily to (i) entering into foreign currency option transactions
that resulted in an exchange loss of  approximately  $500,000,  (ii) maintaining
the  majority  of our  operating  cash at our  parent  company  level in a pound
sterling bank account  through  December 31, 2000, and (iii) making U.S.  dollar
denominated  loans to our UK subsidiary.  The British pound has declined against
the U.S. dollar throughout the year ended June 30, 2001.

FISCAL YEAR ENDED JUNE 30, 2000 COMPARED TO FISCAL YEAR ENDED JUNE 30, 1999

         We were in the  development  stage and had no material  revenues during
this time period.

Financing Management's Plan of Operation

         At the time of the acquisition of Authoriszor Ltd. in July 1999, we had
approximately  $1,600,000 in cash and other liquid assets,  including securities
of Minmet. Following the acquisition of Authoriszor Ltd., we sold in the quarter
ended September 30, 1999 10.5 million Minmet shares with Minmet's consent at the
price of 8 pence (sterling) per share. These  transactions  resulted in net cash
proceeds to the Company of approximately $1,360,000.

         In January 2000, in an effort to raise capital, we reduced the exercise
price of certain  options to purchase  350,000 shares of common stock from $1.00
to $.66 per share if such stock options were  exercised by January 31, 2000. All
of such stock options were exercised by January 31, 2000.

         In addition, in January 2000 we sold the stock of our subsidiary Toucan
Mining for $809,750  ((pound)500,000)  in cash. This  transaction was undertaken
because of our need to dispose of our mining interests  (except for the retained


                                       3
<PAGE>

Minmet securities) in a timely fashion to be able to pursue our current business
and to facilitate the Regulation S private  placement that was being arranged by
Beeson Gregory.  Prior to the sale, Toucan Mining  transferred to us warrants to
purchase 7.7 million shares of Minmet at an exercise price of 8 pence (sterling)
per share and 2 million  Minmet  shares.  In May 2000, we exercised the warrants
and sold the underlying 7.7 million shares of Minmet for sales proceeds,  net of
the exercise price, of approximately $2,078,000.  Subsequently, we have sold the
remaining Minmet shares owned by us.

         On February  18,  2000,  we sold  2,727,273  shares of common  stock at
$11.00 per share.  The  placement  was made  pursuant to  Regulation S under the
Securities  Act in the United  Kingdom  and  Europe.  The gross  proceeds of the
placement were $30,000,003.  In addition, we granted an option to Beeson Gregory
Limited,  the placement  agent, to purchase 136,363 shares of common stock at an
exercise price of $11.00 per share for a term of two years.  Beeson Gregory also
received a commission of 5% of the total gross proceeds,  the  reimbursement  of
certain of its expenses and has been  appointed as our  financial  advisor at an
annual advisory fee of approximately $40,000.

         Beeson Gregory received a commission of 5% of the total gross proceeds.
The Company has also appointed  Beeson Gregory as its financial  advisor and has
agreed  to pay  Beeson  Gregory  an annual  financial  advisory  fee of  $40,000
((pound)25,000).  The proceeds of the offering,  net of  commissions  payable to
Beeson  Gregory  and  reimbursement  of  Beeson  Gregory's  expenses  and  other
expenses,   resulted  in  cash   available  to  the  Company  of   approximately
$28,015,000.  Pursuant to the applicable placing documents, on March 20, 2000 we
filed a Registration  Statement  under the Securities Act to register the resale
of the placement  shares and made application to list the Company's common stock
on the Nasdaq National Market System.  The Registration  Statement,  as amended,
was subsequently declared effective under the Securities Act on May 18, 2000. As
of such date,  we had incurred a cost of  approximately  $375,000 in  connection
with the resale of the Placing Shares and for payment of the Nasdaq listing fee.
Thereafter, we incurred additional expenses in connection with the resale of the
placement  shares under the  Registration  Statement,  including the filing of a
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3. In the
future  we may  incur  additional  costs  related  to the  effectiveness  of the
Post-Effective  Amendment and the resale of the placement shares thereunder.  We
have used, and expect to continue using,  the net proceeds from the placement to
provide  working  capital  to the  Company  and  its  subsidiaries  and to  fund
strategic investments, acquisitions and research and development.

         Upon  completion of the  placement,  we, through  Authoriszor  Holdings
Limited,  acquired  27.2% of the stock of WRDC (25.1% on a fully diluted  basis)
for an aggregate subscription price of $604,800  ((pound)378,000).  In addition,
on making the subscription,  AHL made a loan in the principal amount of $195,200
((pound)122,000)  to WRDC,  repayable  (with  interest)  over a five year period
beginning on the second anniversary date of the first drawdown. Authoriszor Ltd.
has  converted  the  terms of the  existing  interest  free  loan to WRDC in the
principal  amount of $160,800  ((pound)100,000)  to a loan to WRDC with  similar
terms.

         Prior to changing  our  business  model to the  delivery of  consulting
services,  we had  intended  to grow our  internet  security  software  business
through the opening of our  headquarters  in Burlington,  Massachusetts,  hiring
employees in the U.S. and U.K. and  recruiting  field staff in 6 major cities in
the U.S. to provide  local sales and  technical  support to the market place and
customer  base for our suite of security  software  products.  In  addition,  we
established home office locations in these 6 cities.  As of January 31, 2001 our
employee headcount stood at 74.

         The Company  entered into and announced  several  contracts  with third
parties that had agreed to purchase the Company's  technologies and/or services.
These contracts did not represent  material contracts with such third parties in
terms of the amount of revenue received by the Company.

         Effective January 31, 2001, our then current President, Chief Executive
Officer and Interim  Chief  Financial  Officer  resigned  the various  executive
officer and director  positions that he had previously  held with us and entered
into a severance  agreement with the Company. As a result, a new management team
was  appointed to executive  positions in the Company.  Paul Ayres was appointed
the our Chief Executive Officer and President,  and Andrew Cussons was appointed
our  Chief  Financial  Officer  and  Secretary.  Pursuant  to the  terms  of the
severance  agreement with our former President and Chief Executive  Officer,  we
have incurred severance costs of approximately  $840,000 for the year ended June
30, 2001. This amount includes $250,000, that is payable in January 2002 but has
been accrued as of June 30, 2001.

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<PAGE>

         James L. Jackson resigned from his position as Chairman of the Board of
Authoriszor  Ltd. and from his  position as our Vice  President  and  Secretary,
effective  January 29, 2001,  and Ian McNeill  stepped down from his position as
Chairman of the Board of  Authoriszor  Holdings Ltd. at that time.  Mr.  Jackson
continues as a member of our Board of Directors, and Mr. McNeill continues as an
active  consultant to our Board of Directors.  We have agreed to continue to pay
Mr. Jackson  following his resignation in accordance with the notice  provisions
contained in his service agreement with the Company.

         Upon taking office our new management  team began a detailed  review of
our past business plan and the  scalability of our business plan for the future.
As a  result  of a  detailed  review  of the  business  undertaken  by  the  new
management  team, a series of cost-cutting  measures were  initiated.  On May 8,
2001, as part of a company-wide  restructuring  designed to fully  implement our
changed  business  model,  we announced a reduction in our staffing levels to 38
permanent staff, comprised of five employees in the U.S. and 33 employees in the
UK,  in  addition  to 51  employees  at  WRDC.  Also,  in  connection  with  our
restructuring,  we  closed  all of the  field  offices,  consolidating  all U.S.
operations in the Burlington,  Massachusetts  office.  Subsequently,  management
made the decision to close the U.S.  office,  and in May 2001, we entered into a
sub-lease  agreement with Directech,  Inc. to lease the entire office space that
previously functioned as our U.S.  headquarters,  moving our headquarters to our
Harrogate,  England office. The sublease calls for payments in an amount that is
substantially equal to the amount that we are obligated to pay in rent under our
lease that we entered into in May 2000.  In addition,  the sublease is effective
until April 28, 2005, the term of our lease.  Management has further reduced the
employee  headcount to 22 as of September 30, 2001.  (excluding 44 employees and
27 employees at WRDC and Logsys).  Of these, 5 employees were primarily involved
in research and development, 5 employees were involved in sales and marketing, 9
in general  administration  and support and 3 engaged in professional  services.
These  measures  were  undertaken  to enable  the  business  to  operate at more
realistic  financial levels that were in line with our expected  revenues in the
future.  Moreover,  as a result of the  restructuring and series of cost-cutting
measures  imposed,   we  terminated  or  failed  to  renew  certain   consulting
agreements.

         In addition,  several executive  officers have resigned.  Effective May
18,  2001,  Barry  Jones  resigned  from his  position  as Director of Sales and
Marketing from Authoriszor Ltd.  Effective July 1, 2001, Alec Karys resigned his
position as our Vice  President-Engineering.  The Company has agreed to continue
to pay  each of these  former  executive  officers  following  their  respective
resignations  in  accordance  with  the  notice  provisions  contained  in their
respective  employment  agreements.  The  severance  cost  associated  with  the
resignations of Messrs.  Jackson, Jones and Karys was approximately $850,000 for
the fiscal year ended June 30, 2001.

         We have,  therefore,  consolidated  substantially all of our operations
out of our Harrogate,  England office,  with a view to achieving  growth through
acquisition, rather than organic growth.

         To this end, on May 8, 2001, we consummated an agreement that increased
our ownership of WRDC from 27.1% to 66.4%. At the initial  closing,  in exchange
for certain shares of capital stock of WRDC held by shareholders of WRDC, Garcia
Hanson and Brian  Edmondson,  we issued,  in the  aggregate,  929,914  shares of
common stock to Messrs.  Hanson and Edmondson,  and paid them approximately $1.7
million in cash.  We are also  obligated  with  respect to the first step of the
acquisition  to issue to Messrs.  Hanson and Edmondson up to 195,555  additional
shares  of  common  stock,  subject  to  the  realization  of  certain  accounts
receivables of WRDC.

         Upon the  occurrence  of  certain  events,  but in no event  later than
January 1, 2002, we are obligated to acquire the remaining capital stock of WRDC
not  then  owned  by  us  in a  second  step  transaction.  Subject  to  certain
exceptions,  the consideration payable in connection with the second step of the
acquisition  will consist of $1.6 million in cash and the  remaining  portion in
shares of common stock;  provided,  however, that in no event will we issue more
than 19.9% of the issued and  outstanding  shares of common stock as of the date
of the initial  closing.  In the event that the exchange  ratio set forth in the
acquisition  agreements  would otherwise  require us to issue more than 19.9% of
the issued and outstanding  shares of common stock,  as of the initial  closing,
whether  due to  changes in the market  price of the  common  stock or  currency
fluctuations  during the  interim  between  the  initial  closing and the second
closing or  otherwise,  we will instead pay to Messrs.  Hanson and  Edmondson an
amount in cash  equivalent  to the  aggregate  market value of the shares of our
common stock over the threshold of 19.9% of our outstanding  common stock. Under
the terms of our agreement with WRDC,  assuming that the currency  exchange rate
remains at or near $1.43 per  (pound)1.00,  and further assuming that the market


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<PAGE>

price  of our  common  stock  remains  at or  near  $.18  per  share,  we may be
obligated,  upon the  consummation of the acquisition of the remaining shares of
WRDC we do not  already  own, we may be  obligated  to make an  additional  cash
payment to the WRDC  shareholders of approximately  $1.2 million (such sum is in
addition to the cash payment representing 45% of the total consideration payable
to WRDC shareholders).

         On July 3, 200, our wholly owned subsidiary, Authoriszor Holdings Ltd.,
initially acquired approximately a 68% interest in Logsys in exchange for a cash
payment of  approximately  $237,000,  and, if certain  conditions  are met,  the
issuance of 186,453 shares of our common stock.  These shares have not currently
been issued.  In addition,  our  ownership  interest in Logsys has  increased to
approximately  99.75% of the outstanding  capital stock of Logsys as a result of
the solicitation by Logsys of holders of its capital stock, other than shares of
capital stock already owned by us, to tender their respective  shares of capital
stock in  exchange  for cash  consideration  payable by us at the same price per
share as our initial acquisition of capital stock of Logsys.

         During the fiscal year ended June 30,  2001,  we realized  $117,000 net
proceeds from the sale of Minmet shares. Subsequent to such fiscal year, we sold
our remaining Minmet shares and realized $794,000 in net proceeds.

         We have primarily  funded our operations from the net proceeds from the
private  placement of our common stock to investors of approximately $28 million
and the proceeds of the sale of Minmet securities.  We believe that our existing
cash,  cash  equivalents and short-term  investments  remaining for such sources
will be sufficient  to meet our working  capital  requirements  for at least the
next 12 months;  however, we will likely need additional financing to effectuate
any future material acquisitions.

Quantitative and Qualitative Disclosure of Market Risk

         We had market risk  exposure  with  respect to the  fluctuation  in the
value of our investment in the common stock of Minmet Plc. These securities have
been  classified as  available-for-sale,  which requires that they be carried at
the market  price.  At June 30,  2001,  these  securities  had a market value of
approximately  $876,000.  Subsequent  to June 30,  2001,  we sold the  remaining
shares of Minmet owned by us.

         We have risk  related to  currency  exchange  rate  fluctuations  and a
majority of our cash flows will be received in pound sterling.  A portion of our
cash flows are expected to be received in non-U.S.  currencies.  In addition, as
of June 30, 2001, our parent  company,  Authorizor,  Inc., had deposited cash in
pound sterling denominated  accounts in the amount of $1,537,000.  A ten percent
(10%)  fluctuation in currency rates would have a $153,700  effect on our annual
income.  Our UK  subsidiaries  had deposited cash in pound sterling  denominated
accounts  in the  amount of  $8,735.000.  A ten  (10%)  percent  fluctuation  in
currency rates would have a $873,500 effect on our stockholders'  equity.  Also,
as of June 30, 2001, there are U.S. dollar denominated loans outstanding from us
to our UK  subsidiaries  of  approximately  $750,000 that are not of a long-term
investment nature. A ten (10%) percent  fluctuation in currency rates would have
a $75,000  effect on income.  Although we may choose to do so in the future,  to
date, we have not engaged in foreign exchange hedging transactions.


                                       6
<PAGE>

                   Item 7. FINANCIAL STATEMENTS AND REPORTS OF
                   INDEPENDENT CERTIFICATE PUBLIC ACCOUNTANTS



                                    CONTENTS

                                                                         Page

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS........................F-1

CONSOLIDATED FINANCIAL STATEMENTS:

         BALANCE SHEETS...................................................F-2

         STATEMENTS OF OPERATIONS.........................................F-3

         STATEMENT OF STOCKHOLDERS' EQUITY................................F-4

         STATEMENTS OF CASH FLOWS.........................................F-6

NOTES TO FINANCIAL STATEMENTS.............................................F-8


                                       7
<PAGE>

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Authoriszor Inc. and Subsidiaries

         We  have  audited  the  accompanying  consolidated  balance  sheets  of
Authoriszor  Inc. and Subsidiaries as of June 30, 2001 and 2000, and the related
consolidated  statements of operations,  stockholders' equity and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the 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
Authoriszor  Inc.  and  Subsidiaries  as of  June  30,  2001  and  2000  and the
consolidated  results of their operations and their  consolidated cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.


GRANT THORNTON


Leeds, England

August 3, 2001


                                      F-1
<PAGE>

AUTHORISZOR INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                    June 30,      June 30,
                                                                                        2001          2000
            <S>                                                                   <C>           <C>

            Cash and cash equivalents                                             $ 9,340,029   $27,095,762
            Receivables
              Trade                                                                 1,912,158        42,103
              Interest                                                                489,783       246,832
              Other                                                                   119,215       188,201
            Prepaid expenses                                                          677,912        76,568
            Restricted cash                                                         1,728,276
                                                                                 -----------------------------
            Total current assets                                                   14,267,373    27,649,466

            Investment in securities, available-for-sale                              875,655     1,992,769
            Property and equipment at cost, net of accumulated depreciation           612,527       681,094
            Restricted cash                                                                 -       408,000
            Note receivable from WRDC                                                       -       336,086
            Investment in WRDC at net cost, adjusted for equity in earnings or              -
              losses                                                                                506,880
            Intangible assets, net of accumulated amortization of $156,660          6,000,252             -
            Other                                                                     233,270        70,643
                                                                                 -----------------------------
                                                                                    7,721,704     3,995,472
                                                                                 -----------------------------
                                                                                  $21,989,077   $31,644,938
                                                                                 =============================

            LIABILITIES AND STOCKHOLDERS' EQUITY

            Accounts payable                                                      $ 1,060,688   $   798,809
            Accrued liabilities and other payables                                  3,707,960       373,033
            Deferred revenue                                                        1,089,887        22,179
            Payable related to WRDC acquisition                                     3,121,292             -
            Current maturities of long term obligations                                99,304        58,990
                                                                                  ----------------------------
            Total current liabilities                                               9,079,131     1,253,011


            Long term obligations, less current maturities                            127,546       133,442

            Stockholders' equity

            Preferred stock, par value $.01 per share; authorized: 2,000,000
              shares; issued:  none
            Common stock, $.01 par value per share; authorized: 30,000,000
              shares; issued and outstanding: 18,456,698 shares at June 30, 2001
              and 17,414,081 shares at June 30, 2000                                  184,567       174,141
            Additional paid-in capital                                             36,174,317    33,948,976
            Accumulated other comprehensive income
                  Cumulative foreign exchange translation adjustment                  982,753       195,514
                  Unrealized gains on available-for-sale securities                   364,725     1,425,069
            Accumulated deficit                                                   (24,923,962)   (5,485,215)
                                                                                 -----------------------------
                                                                                   12,782,400    30,258,485
                                                                                 -----------------------------
                                                                                  $21,989,077   $31,644,938
                                                                                 =============================

</TABLE>

The accompanying notes are an integral part of these financial statements.


                                      F-2
<PAGE>

AUTHORISZOR INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>


                                                                                      Year Ended June 30,
                                                                                --------------------------------
                                                                                     2001              2000
                                                                                ---------------    -------------
        <S>                                                                        <C>              <C>

        Revenues                                                                   $   708,477      $   121,186
        Cost of revenues                                                               254,048            6,116
                                                                                ---------------    -------------
        Gross profit                                                                   454,429          115,070

        Operating expenses
                 Administrative                                                     16,376,814        6,741,416
                 Marketing and advertising                                           1,569,869          851,856
                 Restructuring and exit costs                                        1,136,601                -
                                                                                ---------------    -------------
                 Total operating expenses                                           19,083,284        7,593,272
                                                                                ---------------    -------------
                 Operating loss                                                    (18,628,855)      (7,478,202)

        Other income (expense)
                 Interest income                                                     1,056,979          611,299
                 Loss on sale of subsidiary                                                  -         (291,448)
                 Gain on sale of investments                                            60,529        1,892,003
                 Loss on foreign exchange transactions                              (1,774,694)         (94,957)
                 Equity in loss of WRDC                                                (29,663)         (45,175)
                 Loss on equipment sales                                              (123,043)               -
                                                                                ---------------    -------------
                 Total other (expense) income, net                                    (809,892)       2,071,722
                                                                                ---------------    -------------
                 Net loss                                                        $ (19,438,747)     $(5,406,480)
                                                                                ===============    =============

                 Weighted average shares outstanding
                          Basic and diluted                                         17,625,101       15,198,167
                                                                                ===============    =============

                 Loss per common share
                          Basic and diluted                                        $     (1.10)     $     (0.36)
                                                                                ===============    =============

</TABLE>


The accompanying notes are an integral part of these financial statements.

                                      F-3
<PAGE>

AUTHORISZOR INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>


                                                                                                  Additional
                                                                            Common stock             Paid-in    Accumulated
                                                                        Shares       Amount          Capital        Deficit

                                                                      -------------------------------------------------------------
   <S>                                                                 <C>           <C>          <C>           <C>

   Balance at July 1, 1999                                                     60    $       9    $        -    $   (78,735)

   Recapitalization                                                    13,747,913      134,821     3,097,172              -
   Net proceeds from sale of common stock through private
      placement, net of expenses of $2,340,965                          2,727,273       27,273    27,631,765              -
   Other sales of common stock                                             17,835        2,828             -              -
   Issuance of common stock upon exercise of warrants and
      options                                                             786,000        7,860       665,940              -

   Issuance of common stock for services                                  135,000        1,350       612,599              -

   Compensation expense resulting from issuance of stock options                -            -     1,773,500              -

   Issuance of stock options for services                                       -            -       168,000              -

   Comprehensive income (loss):                                                                                           -
      Foreign currency translation adjustment                                                                             -
      Unrealized gain on available-for-sale securities
      Net loss during the year                                                                                   (5,406,480)
   Total comprehensive loss
                                                                        -------------  ----------  -----------  -----------


Table Continued below

                                                                         Accumulated                       Compre-
                                                                           Compre-                         hensive
                                                                           hensive                          Income
                                                                           Income (loss)     Total          (loss)
                                                                      -------------------------------------------------------------
   Balance at July 1, 1999                                             $    2,846       $  (75,880)     $

   Recapitalization                                                                      3,231,993
   Net proceeds from sale of common stock through private
      placement, net of expenses of $2,340,965                                          27,659,038
   Other sales of common stock                                                               2,828
   Issuance of common stock upon exercise of warrants and
      options                                                                              673,800

   Issuance of common stock for services                                                   613,949

   Compensation expense resulting from issuance of stock options                         1,773,500

   Issuance of stock options for services                                                  168,000

   Comprehensive income (loss):
      Foreign currency translation adjustment                             192,668          192,668           192,668
      Unrealized gain on available-for-sale securities                  1,425,069        1,425,069         1,425,069
      Net loss during the year                                                          (5,406,480)       (5,406,480)
   Total comprehensive loss                                                                             $ (3,788,743)
                                                                        -------------   ===========      ============


</TABLE>


The accompanying notes are an integral part of these financial statements


                                      F-4
<PAGE>

AUTHORISZOR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (CONTINUED)

<TABLE>
<CAPTION>


                                                                                                  Additional
                                                                            Common stock             paid-in      Accumulated
                                                                         Shares       Amount         Capital          Deficit
                                                                       ------------------------------------------------------------
   <S>                                                                  <C>          <C>         <C>            <C>

   Balance at June 30, 2000                                             17,414,081     174,141    33,948,976       (5,485,215)

   Issuance of common stock upon exercise of warrants                      100,000       1,000       399,000                -

   Issuance of common stock for services                                    12,703         127        59,873                -

   Issuance of common stock for acquisition of WRDC                        929,914       9,299       828,554                -

   Issuance of stock options for services                                        -           -       689,014                -

   Issuance of stock options in connection with WRDC acquisition                 -           -       248,900                -

   Comprehensive income (loss):
     Foreign currency translation adjustment
     Unrealized losses on available-for-sale securities
     Reclassification of gains on sale                                                                                      -
     Net loss during the year                                                                                     (19,438,747)
   Total comprehensive loss

   Balance at June 30, 2001                                            -----------  ----------- ------------  ---------------
                                                                        18,456,698   $ 184,567   $36,174,317    $ (24,923,962)
                                                                       ===========  =========== ============  ===============


Table Continued below
                                                                         Accumulated                       Compre-
                                                                           Compre-                         hensive
                                                                           Hensive                         income
                                                                         Income (loss)        Total        (loss)
                                                                       ------------------------------------------------------------
   Balance at June 30, 2000                                                1,620,583        30,258,485

   Issuance of common stock upon exercise of warrants                              -           400,000

   Issuance of common stock for services                                           -            60,000

   Issuance of common stock for acquisition of WRDC                                -           837,853

   Issuance of stock options for services                                          -           689,014

   Issuance of stock options in connection with WRDC acquisition                   -           248,900

   Comprehensive income (loss):
     Foreign currency translation adjustment                                 787,239           787,239       787,239
     Unrealized losses on available-for-sale securities                     (999,815)         (999,815)     (999,815)
     Reclassification of gains on sale                                       (60,529)          (60,529)      (60,529)
     Net loss during the year                                                      -       (19,438,747)  (19,438,747)
   Total comprehensive loss                                                                              --------------
                                                                                                        $(19,711,852)
   Balance at June 30, 2001                                            -------------      ------------   ==============
                                                                       $   1,347,478       $12,782,400
                                                                       =============      ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>

AUTHORISZOR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                        Year Ended June 30,
                                                                                       2001            2000
                                                                                   ---------------------------------
<S>                                                                                <C>               <C>


Cash flows used in operating activities
  Net loss during the period                                                       $(19,438,747)     $(5,406,480)
  Adjustments to reconcile net loss to net cash used in operating activities:
     Issuance of stock and stock options in exchange for services                       689,014          781,949
     Non-cash compensation expense                                                       60,000        1,773,500
     Equity loss in WRDC                                                                 29,663           45,175
     Loss on writedown and sale of fixed assets                                         596,881                -
     Loss on sale of subsidiary                                                               -          291,448
     Gain on sale of investments                                                        (60,529)      (1,892,003)
     Depreciation and amortization                                                      481,693          101,192
     Changes in operating assets and liabilities
       Receivables                                                                     (354,489)        (461,261)
       Prepaid expenses and other assets                                               (205,261)        (174,828)
       Accounts payable                                                                 169,626          780,558
       Accrued liabilities and other payables                                         4,376,012          314,396
       Deferred revenue                                                                  96,312           24,526
                                                                                     -----------       ----------
Net cash used in operating activities                                               (13,559,825)      (3,821,828)

Cash flows (used in) provided by investing activities
  Proceeds from sale of subsidiary                                                            -          809,750
  Acquisition of fixed assets                                                          (214,841)        (552,854)
  Sale of investment in securities                                                      117,298        4,415,909
  Exercise of warrants                                                                        -         (977,608)
  Investment in WRDC, net of cash acquired                                           (1,409,458)        (604,800)
  Advances to WRDC                                                                            -         (356,000)
  Increase in restricted cash                                                        (1,323,362)        (408,000)
                                                                                     -----------       ----------

Net cash flows (used in) provided by investing
  Activities                                                                         (2,830,363)       2,326,397

Cash flows provided by financing activities
Payment of long-term obligations                                                       (353,504)               -
Proceeds from issuance of common stock                                                  400,000       28,332,838
Recapitalization                                                                              -              711
                                                                                     -----------      -----------

Net cash flows provided by financing activities                                          46,496       28,333,549

Effect of exchange rate changes on cash                                              (1,412,041)         256,946
                                                                                     -----------      -----------
Net (decrease) increase in cash and cash equivalents                                (17,755,733)      27,095,064

Cash and cash equivalents at beginning of year                                       27,095,762              698
                                                                                     -----------      -----------
Cash and cash equivalents at end of year                                            $ 9,340,029     $ 27,095,762
                                                                                    ============      ===========

</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      F-6
<PAGE>

AUTHORISZOR INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

<TABLE>
<CAPTION>

                                                                      Year Ended June 30,
                                                                      2001            2000
<S>                                                             <C>              <C>

Supplemental disclosure of cash flow information:
Cash paid during the period for:
  Interest                                                      $       25,000   $       1,900
  Income taxes                                                               -               -

Noncash investing and financing activities:
Fair value of assets acquired, excluding cash of $301,100       $    7,808,196   $           -
Cash paid, net of cash acquired                                    (1,409,458)               -
Value of stock and stock options issued                            (1,086,756)               -
                                                                --------------   -------------
Liabilities incurred or assumed                                 $    5,311,982   $           -
                                                                ==============    ============

</TABLE>


The accompanying notes are an integral part of these financial statements.


                                      F-7
<PAGE>




AUTHORISZOR INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

         A summary of significant  accounting policies  consistently  applied in
the preparation of the accompanying  consolidated  financial statements follows.
Prior to  fiscal  year  2001,  the  Company  was in the  development  stage  and
presented its financial statements as a development stage company.

NOTE A - NATURE OF BUSINESS

         Authoriszor  Inc. and  Subsidiaries  (the Company)  provide  technology
consulting services and a suite of security software in the e-commerce, security
and workflow sectors of the information technology industry internationally.

NOTE B - RECAPITALIZATION TRANSACTION

         On  July  22,  1999,   Toucan  Gold   Corporation   (a  public  company
incorporated under the laws of the State of Delaware,  United States of America,
in  July  1996)  (Toucan)  acquired  all of the  outstanding  capital  stock  of
Authoriszor  Limited ("AL") (formerly known as ITIS  Technologies Ltd, a company
incorporated  pursuant  to  English  Law  in  January  1997),  in  exchange  for
restricted  shares of common stock of Toucan (the Exchange)  pursuant to a Share
Exchange  Agreement between Toucan and AL. Toucan exchanged  4,680,375 shares of
common stock for all of AL's issued and  outstanding  shares of common stock. At
June 30, 1999,  Toucan had  disposed of all of its  operations.  For  accounting
purposes,  the  Exchange  has been  treated as a  recapitalization  of AL. Also,
Toucan changed its name to Authoriszor  Inc. and its fiscal year end to June 30,
that of AL.

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

         The  consolidated   financial   statements  include  the  accounts  and
operations  of  Authoriszor,   Inc.,  and  its  subsidiaries.   All  significant
intercompany accounts and transactions have been eliminated in consolidation.

Software development costs

         Software  development  costs are  expensed as  incurred.  Statement  of
Financial  Accounting  Standard  No. 86  "Accounting  for the Costs of  Computer
Software to be Sold,  Leased, or Otherwise  Marketed" (SFAS No. 86) requires the
capitalization  of  certain  software   development  costs  once   technological
feasibility is  established,  which the Company  defines as  establishment  of a
working  model.  The working model  criteria  used as the  Company's  process of
creating software  (including  enhancements) does not include a detailed program
design. To date, the period between achieving technological  feasibility and the
general  availability  of such software has been short and software  development
costs qualifying for capitalization  have been insignificant.  Accordingly,  the
Company has not capitalized any software development costs.

Property and equipment

         Property and equipment are stated at cost.  Depreciation is provided in
amounts  sufficient to relate the cost of depreciable  assets to operations over
their estimated services lives, using the straight line method. The useful lives
range from three to ten years.

         Expenditures  for  repairs  and  maintenance  are charged to expense as
incurred and additions and improvements that  significantly  extend the lives of
assets are  capitalized.  Upon sale or retirement of depreciable  property,  the
cost and accumulated  depreciation are removed from the related accounts and any
gain or loss is reflected in the results of operations.


                                      F-8
<PAGE>
AUTHORISZOR INC. AND SUBSIDIARIES


Cash and Cash Equivalents

         For the purposes of the financial statements, the Company considers all
highly liquid investments purchased with an original maturity of three months or
less to be cash equivalents.

         Restricted  cash  consists  of i) a deposit in the  amount of  $220,000
maintained  as security for a standby  letter of credit  which  matures in April
2002,  ii) a deposit in a trust  account in the amount of $250,000 to be paid in
January 2002 to a former  executive as part of a severance  agreement and iii) a
cash  portion of the  commitment  to purchase  the  remaining  shares in WRDC as
discussed in Note D.

Income taxes

         The Company  utilizes the  liability  method of  accounting  for income
taxes.  Under the  liability  method,  deferred tax assets and  liabilities  are
provided on differences  between financial reporting and tax bases of assets and
liabilities  and are measured  using the enacted tax rates and laws that will be
in effect when the  differences  are expected to reverse.  An allowance  against
deferred  tax assets is  recorded  when it is more likely than not that such tax
benefits will not be realized.

Use of estimates in financial statements

         In preparing financial statements in conformity with generally accepted
accounting  principles,  management  makes estimates and assumptions that affect
the reported  amounts of assets and  liabilities  and  disclosures of contingent
assets and liabilities at the date of the financial  statements,  as well as the
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could differ from those estimates.

Loss per share

         The Company computes basic loss per share based on the weighted average
number of common shares outstanding. Diluted loss per common share is also based
upon the weighted average number of common shares outstanding, because inclusion
of stock options and warrants would be antidilutive.

Fair Value of Financial Instruments

         The Company's financial instruments consists of cash, cash equivalents,
and trade  receivables,  for which the  carrying  amount  approximates  the fair
values  because of their short  maturity,  and investment  securities  which are
carried at market value.

Investment in securities

         At June 30, 2001, the Company held 4,500,000 shares  (5,000,000  shares
at June 30,  2000) of stock in an Irish  publicly  traded  company,  Minmet  Plc
(Minmet).    The   Company   has   classified   these   equity   securities   as
available-for-sale.  Available-for-sale  securities  are measured at fair value,
with net unrealized  gains and losses reported in equity.  The cost,  unrealized
gains and fair values of the  Company's  available-for-sale  securities  held at
June 30, 2001 and 2000, is summarized as follows:

<TABLE>
<CAPTION>

                                                                                  Gross          Estimated
                                                                              Unrealized             Fair
                                                                  Cost            Gains             Value
                                                               --------       ----------         ---------
                     <S>                                       <C>            <C>               <C>

                     June 30, 2000                             $567,700       $1,425,069        $1,992,769
                     June 30, 2001                             $510,930         $364,725          $875,655

</TABLE>

Subsequent to June 30, 2001, the Company sold the remaining 4,500,000 shares for
approximately $794,000.


                                      F-9
<PAGE>

AUTHORISZOR INC. AND SUBSIDIARIES

Revenue Recognition

         The Company  recognizes  revenue in accordance  with the  provisions of
Statements  of Position  97-2 and 98-9  issued by the  American  Institution  of
Certified Public Accountants.  It recognizes revenues from software sales at the
time of  product  shipment,  or in  accordance  with the terms of the  licensing
contracts,  when  collectability  is probable and the Company has no significant
obligations  remaining  under  the  licensing  agreement.   In  instances  where
significant  obligations  remain,  revenue  recognition  is  delayed  until such
obligations have been satisfied. The Company also provides training, consulting,
on-going  support  and  maintenance  to certain  customers.  Revenue  from these
activities is recognized over the terms of the contract.

Foreign Currency Translation and Transaction Losses

         Assets and liabilities of the Company's  subsidiaries are translated at
the rate of exchange in effect at the close of the period. Revenues and expenses
are  translated at the weighted  average of exchange  rates in effect during the
period.  The  effects of  exchange  rate  fluctuations  on  translating  foreign
currency  assets and liabilities  into U.S.  dollars are included as part of the
accumulated other  comprehensive  income component of stockholders'  equity. The
Company incurred currency transaction losses of approximately  $1,775,000 during
the year  ended  June 30,  2001.  The  losses  are a result of the  Company  (i)
entering  into  foreign  currency  option  transactions  for other than  hedging
purposes,   resulting  in  exchange  losses  of  approximately   $500,000,  (ii)
maintaining  the majority of its operating  cash in the U.S.  parent  company in
pound sterling  denominated accounts through December 31, 2000, and (iii) making
U.S. dollar  denominated loans to its  subsidiaries.  The British pound declined
against the U.S. dollar throughout the year ended June 30, 2001. The transaction
losses have been reflected in the statement of operations.

Goodwill

         Goodwill  which resulted from the WRDC  acquisition is being  amortized
using the straight-line method over a period of ten years.

Stock-Based Compensation

         The Company  accounts for  stock-based  compensation to employees using
the intrinsic value method.  Accordingly,  compensation  cost for employee stock
options is  measured as the excess,  if any, of the quoted  market  price of the
Company's stock at the date of the grant over the amount an employee must pay to
acquire that stock.  Stock options granted to non-employees are recorded at fair
value at the time of grant.

Accounting for Impairment of Long-Lived Assets

         The Company evaluates  long-lived assets and intangibles for impairment
whenever events or changes in  circumstances  indicate that the carrying amounts
may not be  recoverable.  Impairment is recognized  when the  undiscounted  cash
flows  estimated  to be  generated  by those  assets are less than the  carrying
amounts of such assets.

New Accounting Standards not yet adopted

         In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting  Standards No. 141 (SFAS 141), "Business  Combinations".
This  standard   eliminates  the  pooling  method  of  accounting  for  business
combinations initiated after June 30, 2001. In addition,  SFAS 141 addresses the
accounting   for  intangible   assets  and  goodwill   acquired  in  a  business
combination.  This  portion of SFAS 141 is effective  for business  combinations


                                      F-10
<PAGE>

completed  after June 30,  2001.  The Company does not expect SFAS 141 to have a
material effect on the Company's financial position or results of operations.

         In July 2001, the Financial Accounting Standards Board issued Statement
of Financial  Accounting  Standards No. 142 (SFAS 142), "Goodwill and Intangible
Assets",  which revises the  accounting  for purchased  goodwill and  intangible
assets.  Under SFAS 142,  goodwill and intangible  assets with indefinite  lives
will no longer be amortized,  but will be tested for  impairment  annually,  and
also in the event of an impairment  indicator.  SFAS 142 is effective for fiscal
years  beginning  after  December 15, 2001,  with early  adoption  permitted for
companies  with  fiscal  years  beginning  after  March 15,  2001 if their first
quarter  financial  statements have not previously been issued.  The adoption of
SFAS 142 will reduce annual expenses by approximately  $600,000. The Company has
not yet determined when it will adopt SFAS 142.

Reclassifications

         Certain  2000  amounts  have been  reclassified  to conform to the 2001
presentation.

NOTE D - ACQUISITIONS

         On February  22, 2000,  the Company  acquired a 27.2% (25.1% on a fully
diluted  basis)  interest in WRDC Limited  (WRDC),  a private UK company,  for a
purchase price of $604,800.  The Company has accounted for its 27.2% interest in
WRDC under the equity method.  The purchase price of WRDC exceeded the Company's
proportionate  share of the net  assets  acquired  by  $584,400,  which is being
amortized on a straight  line basis over ten years.  WRDC provides a broad array
of  strategic  services  and  a  number  of  strategic  technologies,  such  as,
electronic messaging,  directory services,  security  architectural and interest
technologies,  and the  combination  of these  technologies  and concepts to its
customers.

         On May 8, 2001, the Company  purchased an additional equity interest in
WRDC,  increasing its ownership interest from 27.2% to 66.4%. The Company issued
approximately  930,000  shares  of  common  stock,  paid  cash of  approximately
$1,716,000  and issued  237,000  stock options (fair valued at $248,900) to WRDC
employees for the additional equity interest.  The Company committed to issue an
additional  195,000  shares  of its  common  stock to the  shareholders  of WRDC
subject to the  realization of certain of WRDC's  accounts  receivable.  Also on
this date, the Company committed to acquire the remaining 33.6% interest in WRDC
upon the  occurrence  of certain  events,  but in no event later than January 1,
2002. The purchase price for the remaining interest is approximately $3,100,000.
The  Company is  required  to pay  approximately  $1,564,000  in cash,  of which
$1,260,000 is in an escrow account,  and the remaining  portion in common stock.
However,  in the event  that the  exchange  ratio set forth  would  require  the
Company to issue more than  19.9% of the  issued and  outstanding  shares of its
common  stock,  the Company  will  instead pay to the  shareholders  of WRDC the
amount  in cash  equal  to the  aggregate  market  value of the  excess  shares.
Although the Company has not paid the  consideration due for the purchase of the
remaining  33.6%  interest  in WRDC,  it has  recorded  the  transaction  in the
accompanying   financial   statements  because  it  has  a  binding  obligation.
Accordingly,  it has recorded a liability  as of June 30, 2001 of  approximately
$3,100,000  to the  shareholders  of WRDC.  The purchase  price for the interest
acquired  in May 2001  exceeded  the  Company's  proportionate  share of the net
assets acquired by approximately $5,700,000.

         As of May 8, 2001,  the Company  changed from the equity  method to the
consolidation method to account for its ownership of WRDC.

NOTE E - RESTRUCTURING AND EXIT CHARGES

Closure of U.S. Headquarters and Operations

         During 2000, the Company established its U.S. Corporate Headquarters in
Boston,  Massachusetts to facilitate expansion in the U.S.. However, the Company
was not  successful in  penetrating  the U.S.  market.  Because of the Company's
declining  sales,  a management  reorganization  in the third  quarter,  and the
acquisition of WRDC, a European based services provider,  a decision was made in
the fourth quarter to close the U.S.  Headquarters  and Operations and establish
the  corporate  headquarters  in the UK.  As a result of the U.S.  closure,  the
Company  has  accrued  liabilities  at June 30,  2001 for  severance  costs  and
termination  benefits  for  terminated  employees  and lease and other  contract
obligations.  In addition, the Company has written off U.S. assets consisting of
leasehold  improvements  and computer and office equipment with a net book value
of $473,838.

         The  components  of the fourth  quarter  2001  charges  and the accrued
liability at June 30, 2001 are as follows:


                                      F-11
<PAGE>

<TABLE>
<CAPTION>

                                                                                                          Accrued
                                                                          Total         Noncash          June 30,
                                                                         charge         portion            2001
                                                                        --------        --------          ------
           <S>                                                        <C>             <C>                <C>


           Asset impairments                                          $  473,838      $473,838           $      -
           Employee severance and
                termination benefits                                     559,793            -             559,793
           Leased facilities and related
                termination costs                                        102,970            -             102,970
                                                                       ---------      --------            -------
                                                                      $1,136,601      $473,838           $662,763
                                                                       =========      ========            =======
</TABLE>

NOTE F - SALE OF SUBSIDIARY

         On January 28, 2000, the Company completed the sale of all of the share
capital of Toucan Mining Plc (Toucan Mining) for an aggregate  consideration  of
$809,750 in cash. The sale resulted in a loss of $291,448.

         Prior  to the  aforementioned  sale of  Toucan  Mining,  Toucan  Mining
transferred to the Company,  2 million shares of Minmet,  (the "Minmet  Shares")
and warrants to purchased 7.7 million  shares of Minmet.  The Company  exercised
the 7.7  million  warrants in April 2000 and sold the  underlying  shares in May
2000. The Company received $3,055,000 in proceeds from the sale and recognized a
gain of $1,693,000.

NOTE G - COMMITMENTS

Capital leases

         The Company  leases  office  equipment and vehicles  under  capitalized
leases.

                                                June 30, 2001      June 30, 2000

      Equipment and vehicles                         $211,333         $202,772
      Less accumulated depreciation                   (87,245)          (5,304)
                                               ---------------       ----------
                                                     $124,088         $197,468
                                               ===============       ==========
Operating leases

         The Company leases office space, vehicles and equipment under operating
lease   agreements   which  expire  through  May  2009.   Rent  expense  totaled
approximately $681,000 the year ended June 30, 2001 ($103,000 in 2000).

         The future minimum rental commitments under operating leases as of June
30, 2001 are as follows:
<TABLE>
<CAPTION>

                 Period ending June 30,                                           Vehicles and
                                                               Office space          equipment
                <S>                                             <C>                  <C>

                2002                                            $   667,800         $ 59,900
                2003                                                590,800           27,800
                2004                                                547,800           27,800
                2005                                                501,400           27,800
                2006                                                156,000           27,800
                Thereafter                                          262,000                -
                Less sublease rentals                            (1,475,800)               -
                                                             ---------------  -----------------
                                                                $ 1,250,000         $171,100
                                                             ===============  =================
</TABLE>

                                      F-12
<PAGE>

         In May 2001, the Company began subleasing the office space of its prior
U.S.  headquarters.  The  sublease  calls for monthly  payments in the amount of
$31,400 per month through April 2005, which is equal to the monthly payments and
term of the underlying lease.

         The  leases  generally  provide  that  property  taxes,  insurance  and
maintenance expenses are obligations of the Company.

Chief Executive Officer Severance Obligation

         On January 31, 2001, the Company's  Chief Executive  Officer  resigned.
The Executive and representatives of the Board of Directors negotiated the terms
of a  Severance  and  Release  Agreement  with the  Executive.  Severance  costs
associated with the resignation  were $841,754.  This amount includes  $250,000,
that is payable in January 2002 and has been accrued at June 30, 2001.

NOTE H - ACCRUED LIABILITIES

                                                    June 30,        June 30,
                                                        2001            2000

Accrued compensation and other                    $1,596,770      $  209,160
Accrued restructuring and exit costs                 662,763               -
Accrued commissions                                  792,500               -
Taxes other than income                              243,718         157,061
Other                                                412,209           6,812
                                                  -----------    ------------
                                                  $3,707,960      $  373,033
                                                  ===========    ============


NOTE I - LONG TERM OBLIGATIONS

<TABLE>
<CAPTION>

                                                                             June 30,        June 30,
                                                                                 2001            2000
<S>                                                                           <C>            <C>

Note payable to a finance  company,  with interest at 1.75% above lenders
base rate (5.25% at June 30, 2001), collateralized by substantially
all of WRDC's assets, due in monthly installments of $3,965 through           $ 12,611       $      -
September 2001
Note payable to a finance company, with interest at 2.5% above lenders
base rate (5.25% at June 30, 2001), collateralized by substantially
all of WRDC's assets, due in monthly installments of $3,200 through             89,174              -
November 2003
Capital lease obligations due through November 2003                            125,065        192,432
                                                                           -----------    --------------
                                                                               226,850        192,432
Less current maturities                                                         99,304         58,990
                                                                           -----------    --------------
                                                                              $127,546       $133,442
                                                                           ===========    ==============
</TABLE>

NOTE J - STOCK OPTIONS, WARRANTS AND STOCK BASED COMPENSATION

Stock and Stock Options

         The  Company's  1999 Stock Plan (the 1999 Plan)  provides for grants of
options up to  1,000,000  shares of common  stock,  and the 2000 Stock Plan (the
2000 Plan)  provides for grants of options up to 1,700,000  shares.  Pursuant to
the Plans,  the Company may grant  Incentive  Stock  Options to any  employee or
officer  of the  Company  or of any  subsidiary  of the  Company,  and may grant
Non-qualified  Stock Options to any person  eligible to receive  Incentive Stock


                                      F-13
<PAGE>

AUTHORISZOR INC. AND SUBSIDIARIES


Options,  and also to directors,  consultants  or advisors of the Company or its
subsidiaries.  As of June 30, 2001,  there were 775,284  options  available  for
grant.

         In July 2000, the Company entered into a six-month consulting agreement
with  an  individual.  In  accordance  with  the  terms  of the  agreement,  the
individual  agreed  to  provide a  minimum  of 10 days per  month of  consulting
services for the Company at the rate of $3,000 per day.  The daily  compensation
paid to the  individual  was  comprised  of  $2,000  in cash and such  number of
restricted  shares of the Company's  common stock equal to $1,000 per consulting
day,  calculated  weekly for the days  worked in such week at the last  reported
sales price of the  Company's  common stock at the close of business on the last
business  day of the week in  which  the  individual  performed  the  consulting
services.  In January  2001,  the Company  issued  12,703 shares of stock to the
consultant  for his services.  The market value of the shares  earned  ($60,000)
under the agreement  has been charged to expense.  In addition,  the  individual
received an option to  purchase  100,002  shares of Company  common  stock.  The
options vested on a monthly pro-rata basis and are exercisable over a three-year
period. The options granted have an exercise price of $7.75 per share, which was
the market  price of the stock on the date of grant.  The options  granted  were
recorded  by the  Company at fair value  resulting  in an  accounting  charge of
approximately $689,000 for the year ended June 30, 2001.

         The Company also  recorded  expense in the year ended June 30, 2000 for
(1) 80,000  options  granted to  consultants  (charge of $168,000  based on fair
value) and (2) 476,000  options granted to employees at less than market (charge
of $79,500  based on intrinsic  value).  In February  2000,  the Company  issued
136,364  options for fees in  connection  with the private  placement  of common
stock.

         There  were  options  outstanding  at the time of the  recapitalization
transaction  discussed in Note B. At that date, Toucan Gold Corporation (Toucan)
had 350,000 employee  options  outstanding to purchase common stock at $1.00 per
share.  In January 2000, the Company  offered an exercise  incentive to the then
President and a current  director of the Company  holding  200,000 options along
with three other  individuals  holding  150,000 options by reducing the exercise
price from $1.00 to $0.66 per share. The Company recorded  compensation  expense
of $1,694,000. Each of the 350,000 options was exercised in January 2000.

         The Company has adopted only the disclosure  provisions of Statement of
Financial   Accounting   Standards   No.  123,   "Accounting   for   Stock-Based
Compensation"  (SFAS 123). Had  compensation  cost for stock options  granted to
employees been  determined  consistent with SFAS 123, the Company's net loss and
loss per share would have been the following pro forma amounts:
<TABLE>
<CAPTION>


                                                                    June 30, 2001       June 30, 2000
                                                                                $                   $
          <S>                                                         <C>                  <C>

          Net loss as reported                                        (19,438,747)         (5,406,480)
          Net loss - proforma                                         (23,142,163)         (6,859,975)
          Loss per share-basic and diluted as reported                      (1.10)             (0.36)
          Loss per share - proforma                                         (1.31)             (0.45)
</TABLE>

         The fair value of these  options  were  estimated  at the date of grant
using the Black-Scholes option-pricing model with the following weighted-average
assumptions; expected volatility of 196% - 207%; average risk-free interest rate
of 5.6 to 6.3 percent;  average  expected life of 3.7 - 5 years.  Dividends were
assumed not to be paid during the terms of the options.  Option  pricing  models
require the input of highly subjective  assumptions including the expected stock
price volatility.  Management believes the best assumptions  available were used
to value the options and warrants and the resulting values are reasonable.

         Following  is a  summary  of stock  option  activity  including  grants
outside of the Plans:



                                      F-14
<PAGE>
AUTHORISZOR INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>

                                                                                              Weighted
                                                                                              average         Weighted
                                                                                Exercise      exercise         Average
                                                           Options               Price         price         fair value
                                                                                   $              $               $

            <S>                                            <C>                   <C>              <C>            <C>


            Outstanding at July 1, 1999                            -                  -                -               -
            Toucan Gold Corporation employee options
            outstanding at July 22, 2000                       350,000                 1.00        1.00            .23
            Granted to employees:
               Exercise price equals market price at
               date of grant                                   853,714           2.00-10.31        6.51           6.40
               Exercise price exceeds market price at
               date of grant                                   125,000                 2.50        2.50           1.52
               Exercise price is less than market
               price at date of grant                          476,000            1.00-7.10        2.62           3.05
             Exercised                                       (350,000)                  .66         .66            .66
            Granted to non employees:
               Exercise price equals market at date
               of grant                                        136,364                11.00       11.00           7.90
               Exercise price is less than market at            80,000            1.00-3.00        2.00           2.10
               date of grant                            -----------------
            Outstanding at June 30, 2000                     1,671,078                             4.85           4.84
                                                        -----------------
            Granted to employees:
                Exercise price equals market price at
                date of grant                                1,602,500           1.01-22.50        6.17           5.90
                Exercise price exceeds market price
                at date of grant                               572,000           1.01-10.13        5.92           5.59
             Forfeited                                     (1,004,500)           1.50-22.50        7.13           7.34
            Granted to non-employees:
                Exercise price equals market at date           100,002                 7.75        7.75           6.89
                of grant                                 ----------------
            Outstanding at June 30, 2001                     2,941,080                             4.97           4.95
                                                         ================
            Exercisable at June 30, 2000                       616,364                             2.00           2.10
            Exercisable at June 30, 2001                     1,767,917                             3.52           3.20
</TABLE>



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

         Following is additional information regarding stock options outstanding
at June 30, 2001

<TABLE>
<CAPTION>

                                       Outstanding                                              Exercisable
            -----------------------------------------------------------------       ------------------------------
                                                  Weighted       Weighted                             Weighted
                 Range of                           average        average                              Average
               exercise           Number          remaining       exercise                 Number      Exercise
               prices        outstanding   contractual life          price            exercisable         Price
             <S>               <C>                    <C>              <C>             <C>                 <C>


             1.00-1.75         1,042,000              6.3               1.27              1,002,000         1.25
             2.00-5.03           406,214              5.6               2.83                268,249         2.39
             6.75-7.75           725,002              7.5               7.05                350,002         7.32
             8.75-22.50          767,864              5.5              10.24                147,666        10.95
                            ------------                                              -------------
                               2,941,080                                                  1,767,917
                            ============                                              =============

</TABLE>

                                      F-15
<PAGE>

AUTHORISZOR INC. AND SUBSIDIARIES


Warrants

         At July 22, 1999, the date of the  recapitalization  transaction  (Note
B), Toucan had 533,333  outstanding  warrants issued in connection with sales of
common stock, to purchase common stock at $1.50 per share. In December 1999, the
Company needed capital and offered an incentive to parties  holding the warrants
by reducing the exercise price from $1.50 to $1.00. Warrants to purchase 436,000
shares of common stock were exercised during December 1999. The remaining 97,333
warrants expired during 2001.

         There are also warrants  outstanding as a result of a  recapitalization
transaction  involving Toucan's  predecessor.  These warrants were issued on May
10, 1996 to purchase  100,000  shares of the Company common stock at an exercise
price of $4.00 per share. The holders of these warrants have certain  piggy-back
registration  rights with  rights to the shares of the  Company's  common  stock
underlying the warrants. All of these warrants were exercised during 2001.

NOTE K - INCOME TAXES

         At June 30, 2001, the Company has a net operating loss  carryforward of
approximately  $24,000,000  available to offset future taxable income.  Deferred
tax assets consist  primarily of the net operating loss  carryforward.  Deferred
tax liabilities are not significant.

         The Company's net deferred tax asset of  approximately  $8,000,000  has
been offset by a valuation allowance of an equal amount at June 30, 2001, due to
the  uncertainty  of  realizing  the  net  deferred  tax  asset  through  future
operations.  Utilization of net loss  carryforwards in the future may be limited
if  changes  in the  Company's  stock  ownership  create a change in  control as
provided in Section 382 of the Internal Revenue Code.

NOTE L - MAJOR CUSTOMERS

         Three  individual  customers  accounted for 16%, 10.8% and 10.6% of the
Company's revenues for the year ended June 30, 2001. No other customer accounted
for greater than 10% of revenues. One customer accounted for 76% of revenues for
the year ended June 30, 2000. No other  customer  accounted for greater than 10%
of revenues.

NOTE M - BUSINESS SEGMENTS AND FOREIGN OPERATIONS

         The Company has two reportable segments:  Consulting and Implementation
Services and Technology  Business.  The Consulting and  Implementation  Services
segment provides  functional  business  solutions and e-business  transformation
services  incorporating  business  processes  and  interest  technologies.   The
Technology  Business segment sells security  software and solutions  designed to
secure corporate  information while enabling businesses to provide secure access
to their corporate website and applications and to conduct secure communications
over computer networks and the internet.

         The accounting policies of the segments are the same as those described
in the summary of significant  accounting policies. The Company measures segment
profit  or loss as  operating  income  (loss).  The  Company  does not  allocate
expenditures  for assets on a segment  basis for internal  management  reporting
and, therefore, such information is not presented. Information on segments is as
follows:



                                      F-16
<PAGE>

<TABLE>
<CAPTION>

                                                                          June 30, 2001
                                              ---------------------------------------------------------------------
                                                    Consulting
                                                           And
                                                 Implementation        Technology      Unallocated
                                                      Services           Business       Corporate            Total
                                                  -------------         ----------    ------------          -------
         <S>                                      <C>                  <C>             <C>              <C>

         Revenue                                    $ 647,658             $ 60,819        $      -        $ 708,477
         Depreciation and amortization                 33,234              197,566         250,893          481,693
         Operating loss                               135,997            8,330,113      10,162,745       18,628,855
         Assets                                   $ 3,474,102          $ 8,874,407     $ 9,640,568      $21,989,077

                                                                          June 30, 2000
                                              ---------------------------------------------------------------------

         Revenue                                     $     -             $ 121,186            $  -        $ 121,186
         Depreciation and amortization                     -                93,390           7,802          101,192
         Operating loss                                    -             5,018,078       2,460,124        7,478,202
         Assets                                       $    -           $ 5,734,290     $25,910,648      $31,644,938

</TABLE>


         Information  regarding foreign  operations for the years ended June 30,
2001 and 2000 follows. Sales are attributed to countries based upon the location
of the customer.

<TABLE>
<CAPTION>


                                                                                               Year ended June 30,
                                                                                           2001               2000
                                                                                          ------             ------
         <S>                                                                            <C>               <C>

         Revenue
               United States                                                               $  -               $  -
               United Kingdom                                                            708,477            121,186
                                                                                        --------           --------

                                                                                       $ 708,477          $ 121,186
                                                                                        ========           ========

         Long-lived assets
               United States                                                          $6,000,252          $ 805,647
               United Kingdom                                                            612,527            382,326
                                                                                        --------           --------

                                                                                      $6,612,779         $1,187,973
                                                                                      ==========         ==========
</TABLE>

NOTE N - SUBSEQUENT EVENT

         In September  2001,  the Company,  though its  wholly-owned  subsidiary
Authoriszor  Holdings  Ltd.  ("AHL"),   acquired   approximately  99.8%  of  the
outstanding capital stock of Logsys Solutions Limited, a company incorporated in
the United  Kingdom  ("Logsys"),  and a subsidiary  of Logsys  Holdings  Limited
("LHL")  for  cash of  approximately  $396,000.  In  addition,  the  Company  is
obligated to issue to LHL up to 186,453  shares of common  stock  subject to the
realization by Logsys of certain  outstanding trade debt receivables and certain
itemized works in progress identified by Logsys.


                                      F-17
<PAGE>

                                    PART III


           ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

     The following table sets forth certain  information  concerning our current
directors and executive officers.  The term of office for each director is until
the next annual  meeting of  stockholders,  at which time elections are held for
each  seat on the our  Board of  Directors.  Our  Board of  Directors  currently
consists  of eight (8)  persons,  Raymond  Seitz,  Paul Ayres,  Don Box,  Andrew
Cussons,  James Jackson, Geoff Shingles, Sir Malcolm Rifkind and David Wray. The
following  table sets forth  information  about all our  directors and executive
officers.

<TABLE>
<CAPTION>

                                           Position with Authoriszor Inc., Authoriszor              Director and/or
          Name                             Holdings Ltd. or Authoriszor Ltd.                 Age    Executive Officer Since
          ----                             -------------------------------------------       ---    -----------------------
          <S>                              <C>                                                 <C>             <C>

          Raymond G. H. Seitz              Chairman of the Board of Authoriszor Inc.           60              1999
          Paul Ayres                       Chief Executive Officer, President and Director     35              2000
                                           of Authoriszor Inc. and Managing Director of
                                           Authoriszor Ltd.
          David Blanchfield                Director of Research and Development of             51              1998
                                           Authoriszor Ltd.
          Don Box                          Director of Authoriszor Inc.                        50              1996
          Andrew Cussons                   Chief Financial Officer and Secretary and           41              2000
                                           Director of Authoriszor Inc. and Finance
                                           Director of Authoriszor Holdings Ltd. and
                                           Authoriszor Ltd.
          Garcia Hanson                    Chief Operating Officer of Authoriszor Inc.,        42              2001
                                           Director of each of Authoriszor Holdings Ltd.
                                           and Authoriszor Ltd. and Managing Director of
                                           WRDC Ltd.
          James L. Jackson                 Director of Authoriszor Inc.                        60              1997
          Sir Malcolm L. Rifkind           Director of Authoriszor Inc.                        54              2000
          Geoff Shingles                   Director of Authoriszor Inc. and Chairman of        62              2000
                                           Authoriszor Holdings Ltd.
          David R. Wray                    Director of Authoriszor Inc. and Chief Technical    54              1999
                                           Officer of Authoriszor Ltd.
</TABLE>

         RAYMOND G. H. SEITZ  became our  Chairman of the Board of  Directors in
December  1999 for a three year term.  He has served as Vice  Chairman of Lehman
Brothers  Europe,  an investment bank, since 1995 and is currently a Director of
Chubb  Corporation,  an  insurance  concern,  British  Airways  plc,  an airline
company,  Marconi plc, a fiber optic cable  company.  Mr. Seitz also serves as a
Director  of Cable & Wireless  plc, a  telecommunications  concern and Rio Tinto
plc, an international  mining company.  From 1991 through 1994, Mr. Seitz served
as U.S. Ambassador to the United Kingdom.

         PAUL AYRES  became our  President  and Chief  Executive  Officer  and a
member of our  Board of  Directors  on  January  31,  2001.  He became  Managing
Director of Authoriszor Ltd. in October 2000. Prior to joining Authoriszor Ltd.,
Mr. Ayres was the General  Manager for European  Operations  for Real  Networks,
Inc.,  a company  engaged in the  internet  software  business,  from 1997 until
joining  Authoriszor.  During  1995-1997,  Mr.  Ayres was  General  Manager  for
Netscape  Communications'  Northern European operations.  Mr. Ayres attended the
University of Essex/Cambridge University, majoring in Political Science and Law.

         DAVID J.  BLANCHFIELD  is a joint founder of  Authoriszor  Ltd. and has
served as Director of Research and  Development of Authoriszor  Ltd. since 1998.
Mr.  Blanchfield was a software  developer for  Synergetics  Ltd., a UK software


                                       8
<PAGE>

development  company,  from 1997 through  1999. He held the position of Personal
Computer  Support  Manager at Freemans plc, a UK mail order  company,  from 1995
through  1997.  David  Blanchfield  has had a varied  career in the  information
technology industry since 1969.

         DON BOX has served as one of our Directors since May 1996 and served as
our Assistant  Secretary from May 1996 through  January 2000. Mr. Box has served
as an Executive Vice President at Remington Oil and Gas Corporation,  a publicly
held oil and gas  exploration  and production  company,  since November 1997. He
served as  Chairman of the Board of Box Energy  Corporation,  which is listed on
NASDAQ,  a public company owning oil and gas interests in the Gulf of Mexico and
mainland U.S.,  from 1993 through  November 1997, and served as Chief  Executive
Officer and  President  of Box Energy  Corporation  from  January  1996  through
November  1997.  Since 1992,  Mr. Box has been  President  and a Director of Box
Brothers  Holding  Company,  which is engaged in the oil and gas business.  From
1990 until 1996,  Mr. Box was  President of Race  Circuits  Management of Texas,
which was engaged in motor sports promotion. Don Box holds a Bachelor of Science
degree in Economics  from the Wharton School of Business and a Masters degree in
Business Administration from Southern Methodist University.

         ANDREW CUSSONS became our Chief Financial Officer and Secretary,  and a
member of our Board of Directors, on January 31, 2001. Mr. Cussons was appointed
Finance  Director  of  Authoriszor  Ltd.,  and Finance  Director of  Authoriszor
Holdings Ltd., both our  wholly-owned  subsidiaries,  in January 2000.  Prior to
joining  Authoriszor  Ltd., Mr.  Cussons was Finance  Director and Secretary for
Meta4Systems, a firm specializing in engineering systems integration,  from 1998
until  joining us. From 1996 until 1998,  Mr.  Cussons was  employed by Cadhouse
Systems,  a Manchester,  England based  engineering  software  business,  as the
Finance Director and Secretary. Prior to 1996, Mr. Cussons was the proprietor of
Churchgate  Consulting.  Mr. Cussons has a degree in Economics  from  Manchester
University and is a Chartered Accountant.

         GARCIA HANSON became our Chief Operating  Officer effective May 8, 2001
upon the consummation of our agreement to increase our equity ownership interest
in WRDC Ltd. Mr.  Hanson also serves as the  Managing  Director of WRDC Ltd. and
Logsys.solutions Limited, two of our subsidiaries.  Mr. Hanson has served as the
Managing Director of WRDC Ltd. since 1994.

         JAMES L. JACKSON is a joint founder of  Authoriszor  Ltd. and served as
its Managing Director from our inception in 1997 until October 2000. Mr. Jackson
joined our Board in July 1999 and became our Vice  President  and  Secretary  in
January 2000 and served in such  capacities  until January 31, 2001. Mr. Jackson
remains on our Board of Directors.  He previously served as Managing Director of
Holdene Group plc, a UK computer information systems and services company,  from
1974  through  1996,  the year that  Holdene  Group plc  entered  administrative
receivership in the UK.

         SIR MALCOLM L.  RIFKIND has served on our Board since  January 2000 and
has been a consultant to us since October 1999. In his capacity as a consultant,
Sir Malcolm advises us on governmental  organizations  in the United Kingdom and
United States that require highly secure  transfers of critical and confidential
information.  In public service since 1974, he has served in the administrations
of English prime  ministers  Margaret  Thatcher and John Major and held posts in
the UK  including  Secretary  of State  for  Scotland,  Secretary  of State  for
Transportation,  Secretary of State for Defense and Foreign Secretary. Since his
retirement from public service in 1996, he has served as a consultant to several
businesses including  PriceWaterhouseCoopers,  and he currently is a director of
Ramco Energy plc.

         GEOFF SHINGLES was appointed to our Board  effective  October 18, 2000.
In addition,  effective  January 31, 2001, Mr.  Shingles  became the Chairman of
Authoriszor  Holdings Ltd.,  replacing  James Jackson.  Mr. Shingles has over 35
years of multinational  general management  experience.  Most of this experience
was gained while Mr.  Shingles was employed at Digital  Equipment  Co.  Limited.
During his career at Digital,  Mr. Shingles held positions including Director of
North Europe,  Vice President of European Marketing and Corporate Vice President
responsible  for  Digital's  operations  in  thirteen  European  countries.   In
addition,  Mr. Shingles  served as Chairman and Chief Executive of Digital.  Mr.
Shingles currently holds positions with:  Imagination  Technologies Group PLC, a
provider  of video and audio  systems,  as Chairman  since 1994 and  Director of
Interregnum  Venture Marketing Ltd., a high technology venture fund, since 1994.
In addition,  Mr. Shingles has served as Chairman of Eurotel Telecom Limited,  a
privately  held   telecommunications   company,   since  1998  and  Chairman  of
Nanomagnetics Ltd., a provider of solutions for magnetic storage, since 1999.

         DAVID R. WRAY is a joint founder of Authoriszor Ltd. and since 1998 has
been its Chief Technical  Officer.  He joined our Board in July 1999. He was the


                                       9
<PAGE>

chief  architect  of our  product  suite,  which  was  developed  with  David J.
Blanchfield  and James L.  Jackson.  Mr.  Wray  served as  Managing  Director of
Synergetics GB, a UK software development company, from 1997 through 1999 and of
Servo Computers Ltd., a computer systems integrator in the UK, from 1996 through
1997. From 1984 through 1996, Mr. Wray held the position of Business Development
Manager at Holdene  Group plc, a UK computer  information  systems and  services
company, until such company entered administrative receivership in the UK.

         For information relating to shares of common stock owned by each of the
directors,  see "Item 11. Security  Ownership of Certain  Beneficial  Owners and
Management."

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Securities  Exchange  Act of 1934,  as  amended,
requires our directors,  officers and persons who beneficially own more than 10%
of our common  stock  ("10%  Stockholders")  to file  reports of  ownership  and
changes in ownership with the Securities  and Exchange  Commission  (the "SEC").
Based solely upon information provided to us by our directors,  officers and 10%
Stockholders, to our knowledge, we believe that all of these filing requirements
were satisfied by our directors, officers and 10% Stockholders.

                  ITEM 10. DIRECTOR AND EXECUTIVE COMPENSATION

Director Compensation

         In addition to the cash  compensation  listed below,  our directors are
reimbursed for actual and reasonable out of pocket  expenses in connection  with
attendance at Board and committee meetings.

         In  October  2000,  Geoff  Shingles  was  appointed  to  our  Board  of
Directors,  and his  appointment  to the Board of Directors  was ratified by our
stockholders  on November 10, 2000.  For his service to the Board of  Directors,
Mr. Shingles is entitled to a retainer fee of $48,000 per year,  payable monthly
in arrears. In addition,  Mr. Shingles was granted an option to purchase 100,000
shares of our common stock at an exercise  price of $9.875 per share.  The stock
option is immediately  exercisable  for a three (3) year term. Mr.  Shingles was
appointed to our Board of Directors  for a three year term,  provided,  however,
that Mr.  Shingles  appointment to the Board of Directors is terminable by us or
Mr.  Shingles upon three months written notice by either party,  as the case may
be. In addition, we may terminate Mr. Shingles'  directorship  immediately under
certain circumstances.

         Effective  from  December 1, 1999,  we appointed  Raymond  Seitz to our
Board to serve as  Chairman.  We  granted  Mr.  Seitz a stock  option to acquire
200,000 shares of our common stock at an exercise price of $3.00 per share, that
is currently  exercisable until October 30, 2002. In addition, he is entitled to
a retainer of $4,000 per month.  He is required to devote an average of two days
per month to his duties to us.  Effective  November 10,  2001,  the director fee
payable to Mr. Seitz for his services as Chairman of the Board of Directors  was
increased to $6,000 per month.

         Effective  October 1,  1999,  we  appointed  Sir  Malcolm  Rifkind as a
consultant to our Board of Directors. Under his Consulting Agreement, we granted
Sir Malcolm  Rifkind a stock option to acquire 200,000 shares of common stock at
an  exercise  price of $1.00 per  share,  that is  currently  exercisable  until
September  30, 2002. In addition,  he is entitled to a retainer of  (pound)2,500
per month plus Value  Added Tax.  On January  12,  2000,  we elected Sir Malcolm
Rifkind to our Board of Directors . Effective  November 10, 2001, the Consulting
Agreement  with Mr. Sir  Malcolm  Rifkind was  terminated  and  replaced  with a
director fee agreement  pursuant to which Sir Malcolm Rifkind is entitled $4,000
per month for his service to the Board of Directors.

         Effective  November 10, 2001, Don Box was entitled to a director fee of
$4,000  per month for his  service  as a member  of our Board of  Directors.  In
addition, Mr. Box was granted an option to purchase 100,000 shares of our common
stock at an exercise  price of $7.75 per share.  The stock option is immediately
exercisable for a three (3) year term.


                                       10
<PAGE>

Executive Compensation

         The   following   table   provides   summary   information   concerning
compensation paid by us to our Chief Executive  Officers and the Named Executive
Officers for the three most recent  fiscal years.  In November  1999, we changed
our  fiscal  year  end from  December  31 to June 30.  The  summary  information
provided is for the 12 months ended June 30, 2001,  the 12 months ended June 30,
2000 and the 12 months ended December 31, 1999. Certain of the officers referred
to below have been paid in pound sterling.  For purposes of Summary Compensation
Table and the  discussion set forth under  "Executive  Compensation - Employment
Contracts,  Termination  of Employment  and Change-in  Control  Agreements,  the
foreign currency exchange rate of $1.40 per pound sterling has been used.


         For purposes of this disclosure,  the Named Executive  Officers consist
of:

         o        our Chief Executive Officers during the fiscal year ended June
                  30, 2001 (the "Fiscal Year 2001");
         o        the four most highly  compensated  individuals (other than the
                  CEOs) who were  serving as  executive  officers  at the end of
                  Fiscal Year 2001; and
         o        two  additional  individuals  who would have been included but
                  for the fact that such  individuals  were not  serving  as our
                  executive officers at the end of Fiscal Year 2001.

<TABLE>
<CAPTION>

                           Summary Compensation Table
                                                                                Long Term
                                                                                Compensation No. of
                                            Fiscal    Annual                    Securities            All Other Annual
   Name and Principal Position              Year      Salary       Bonus        Underlying Options    Compensation(1)
   ---------------------------              ----      ------       -----        ------------------    ---------------
   <S>                                      <C>        <C>            <C>              <C>               <C>

   Chief Executive Officers
   Paul Ayres(2)                            2001       $312,256        -0-               400,000         $ 38,539
   Chief Executive Officer and              2000          N/A          N/A              N/A                 N/A
   President                                1999          N/A          N/A              N/A                 N/A

   Richard A. Langevin(3)                   2001       $131,250       $ 31,250           400,000         $841,753(4)
   Former President, CEO and                2000       $112,500       $ 62,500           500,000            -0-
   Interim CFO                              1999           N/A         N/A              N/A                 N/A

   Named Executive Officers
   Andrew Cussons(5)                        2001       $209,958        -0-               300,000         $ 30,867
   Chief Financial Officer and              2000           N/A         N/A              N/A                 N/A
   Secretary                                1999           N/A         N/A              N/A                 N/A

   David Blanchfield                        2001       $148,773        -0-              -0-              $ 26,276
   Research and Development                 2000       $ 87,500       $ 37,500          -0-                 (4)
   Director of Authoriszor Ltd.             1999           N/A         N/A              N/A                 N/A

   Alec Karys(6)                            2001       $144,615       $ 16,016           300,000         $171,411
   Vice President - Engineering             2000           N/A         N/A              N/A                 N/A
                                            1999           N/A         N/A              N/A                 N/A

   David Wray                               2001       $148,773        -0-              -0-              $ 26,276
   Director of the Company and              2000       $ 87,500       $ 37,500          -0-                 (4)
   Chief Technical Officer                  1999           N/A         N/A              N/A                 N/A
   Of Authoriszor Ltd.

   Other Executive Officers
   James L. Jackson(7)                      2001       $ 81,667        -0-              -0-              $285,322
   Director and Former Vice                 2000       $ 87,500       $ 37,500          -0-                 (4)
   President/Secretary of the Company       1999           N/A         N/A              N/A                 N/A

   Barry Jones(8)                           2001       $128,333        -0-                98,714         $219,204
   Former Sales and Marketing               2000       $ 65,625       $ 37,500           131,214            (4)
   Director for Authoriszor Ltd.            1999           N/A         N/A              N/A                 N/A

<FN>

(1)  Except  with  respect to Messrs.  Langevin,  Karys,  Jackson and Jones (see
     footnotes 3, 5, 6 and 7, respectively), consists of a pension that has been
     contributed,  or accrued  but unpaid,  by us in an amount  equal to 7.5% of
     such  executive  officer's  salary for the relevant time period,  and a car
     allowance equal to $15,120 per annum.
(2)  Mr. Ayres joined us as the Managing Director of Authoriszor Ltd.  effective
     October  7,  2000,  and later  became  our  President  and Chief  Executive
     Officer.  Accordingly, the compensation information reported is for October
     7, 2000 to the end of Fiscal Year 2001.


                                       11
<PAGE>

(3)  Mr. Langevin resigned as our President, Chief Executive Officer and Interim
     Chief  Financial  Officer  effective  January  31,  2001.  Therefore,   the
     compensation  information  reflected  herein for Fiscal Year 2001  reflects
     compensation     through     such    date.     Please    see     "Executive
     Compensation--Employment  Contracts,  Termination of Employment and Change-
     in-Control  Agreements" for further information concerning the compensation
     paid to Mr.  Langevin  in  connection  with his  resignation,  including  a
     description  of the amounts  represented  by the figure  contained  in "All
     Other Annual Compensation."
(4)  Does not include other annual  compensation,  except for that  described in
     footnote 3, above, because amounts of certain perquisites and other noncash
     benefits  provided by us did not exceed the lesser of $50,000 or 10% of the
     total  annual  base  salary  and  bonus  disclosed  in  this  table for the
     respective executive officer.
(5)  Mr.  Cussons  became our Chief  Financial  Officer and Secretary  effective
     February 1, 2001.  Prior to February 1, 2001,  Mr. Cussons was the Director
     of Finance for Authoriszor Ltd. and Authoriszor Holdings Ltd.  Accordingly,
     the  compensation  information  reported is from July 1, 2000 to the end of
     Fiscal Year 2001.
(6)  Mr. Karys joined us as Vice President - Engineering  effective  October 16,
     2000. Accordingly,  the salary information reported is for October 16, 2000
     to the end of Fiscal Year 2001.  In  addition,  the  information  disclosed
     under the heading "All Other Annual Compensation" includes $144,615 payable
     as a continuation of Mr. Karys' salary following his resignation, effective
     July 1, 2001,  pursuant to the 12 month notice  provision  contained in his
     employment  agreement  with us, and an  aggregate  car  allowance  equal to
     $26,796 for the period from October 16, 2000 to June 30, 2002 (see footnote
     1, above). Please see "Employment Contracts,  Termination of Employment and
     Change-in-Control  Agreements" in this Item for more information concerning
     the severance payable to Mr. Karys.
(7)  Mr. Jackson was  previously our Vice President and Secretary  until January
     30, 2001.  Accordingly,  the salary information  reported is for the period
     July 1, 2000 to January 30, 2001. In addition,  the  information  disclosed
     under the heading "All Other Annual Compensation" includes $230,416 payable
     as a  continuation  of Mr.  Jackson's  salary  following  his  resignation,
     effective  January 30, 2001,  in  accordance  with the terms of his service
     agreement  with us,  $23,406  in total  pension  payments  contributed,  or
     accrued  but  unpaid,  by us in an amount  equal to 7.5% of such  executive
     officer's  salary for the  periods  July 1, 2000 to July 31,  2002,  and an
     aggregate car  allowance  equal to $31,500 for the period from July 1, 2000
     to July 31, 2002 (see footnote 1, above). Please see "Employment Contracts,
     Termination  of Employment and  Change-in-Control  Agreements" in this Item
     for more information concerning the severance payable to Mr. Jackson.
(8)  Mr.Jones  was  previously  the Vice  President of Sales and  Marketing  for
     Authoriszor Ltd. until May 18, 2001.  Accordingly,  the salary  information
     reported is for the period July 1, 2000 to May 18, 2001.  In addition,  the
     information  disclosed  under the heading "All Other Annual  Compensation "
     includes  $168,000 payable as a continuation of Mr. Jones' salary following
     his  resignation,  effective May 18, 2001,  pursuant to the 12 month notice
     provision  of his  service  agreement  with us,  $22,224  in total  pension
     payments  contributed,  or accrued but unpaid,  by us in an amount equal to
     7.5% of such executive officer's salary for the periods July 1, 2000 to May
     31, 2002,  and an aggregate car  allowance  equal to $28,980 for the period
     from  July 1,  2000 May 31,  2002  (see  footnote  1,  above).  Please  see
     "Employment  Contracts,  Termination  of Employment  and  Change-in-Control
     Agreements"  in this Item for more  information  concerning  the  severance
     payable to Mr. Jones.


</FN>
</TABLE>

Stock Options

     The  following  table  summarizes  information  concerning  grants of stock
options to the Chief Executive  Officers and the Named Executive Officers during
Fiscal Year 2001.

<TABLE>
<CAPTION>

                   STOCK OPTION GRANTS DURING FISCAL YEAR 2001

                                                           Individual Grants
                                          Number of       % of Total Options
                                         Securities      Granted to Employees
                                         Underlying       During Fiscal Year      Exercise       Expiration
           Name                        Options Granted           2001               Price           Date
           ----                        ---------------           ----               -----           ----
           <S>                           <C>                     <C>               <C>            <C>

           Paul Ayres                    200,000(1)              10.9%              $9.75         10/06/10
                                         200,000(2)              10.9%              $1.50         02/09/11
           Richard A. Langevin           200,000(3)              10.9%              $6.75
           Andrew Cussons                200,000(2)              10.9%              $1.50         02/09/11
           David Blanchfield                 -0-                  -0-                -0-             -0-
           Alec Karys                    100,000(4)              10.9%             $10.75         10/15/10
                                         100,000(2)              5.5%               $1.50         02/09/10
           James L. Jackson                  -0-                  -0-                -0-             -0-
           Barry Jones                       -0-                  -0-                -0-             -0-
           David Wray                        -0-                  -0-                -0-             -0-
<FN>


(1)  These  options  vest 25% on each  anniversary  of the date of grant of such
     options,  assuming  that Mr.  Ayres is  employed  by us on each  respective
     vesting date.
(2)  These options are immediately exercisable.
(3)  In  connection  with the  Severance  Agreement  (as  derived in  "Executive
     Compensation-Employment    Contract,    Termination   of   Employment   and
     Change-in-Control  Agreement")  entered  into by Mr.  Langevin  and us, Mr.
     Langevin  entered  into a Stock Option  Agreement,  dated as of January 31,
     2001  (as   derived   in   "Executive   Compensation-Employment   Contract,
     Termination of Employment and Change-in-Control  Agreement"). The Severance
     Agreement  provided that all stock option agreements for which Mr. Langevin
     was not vested as of January 31, 2001 were  rescinded and declared null and
     void and replaced by the Stock Option Agreement. The Stock Option Agreement
     provided  Mr.  Langevin  with an option to purchase  200,000  shares of our
     common stock  exercisable in increments of (i) 100,000  shares  exercisable
     beginning  on  January  31,  2001,  and  (ii)  100,000  shares  exercisable
     beginning on January 31, 2002, all at an exercise price of $6.75 per share.
     The options  granted  pursuant to the Stock Option  Agreement  terminate 10
     years following the date of grant.  Neither the Severance Agreement nor the
     Stock Option  Agreement  affects Mr.  Langevin's  rights to options granted
     under prior stock option  agreements and that were vested as of the date of
     the  Severance  Agreement.   See  "Employment  Contracts,   Termination  of
     Employment and  Change-in-Control  Agreements" for  information  concerning
     these option grants.
(4)  These  options  vest 25% on each  anniversary  of the date of grant of such
     options,  assuming  that Mr.  Karys is  employed  by us on each  respective
     vesting date.

</FN>
</TABLE>

     The following table provides certain information concerning the exercise of
stock options in Fiscal Year 2001 by the Chief Executive  Officers and the Named
Executive  Officers and  unexercised  stock options held by such officers at the
end of Fiscal Year 2001.


                                       12
<PAGE>

<TABLE>
<CAPTION>


                AGGREGATED STOCK OPTION EXERCISES IN LAST FISCAL
              AND OPTION VALUES FOR FISCAL YEAR ENDED JUNE 30, 2001

                                                    Number of Securities Underlying       Value of Unexercised
                                                        Unexercised Options at           In-the-Money Options at
                                                           June 30, 2001 (#)              June 30, 2001 ($) (1)
                                                           -----------------              -----------------
                           Shares
                        Acquired on      Value
Name                      Exercise      Realized     Exercisable     Unexercisable    Exercisable    Unexercisable
----                      --------      --------     -----------     -------------    -----------    -------------
<S>                          <C>          <C>          <C>              <C>               <C>             <C>

Paul Ayres                   -0-          -0-          200,000          200,000           -0-             -0-
Richard A. Langevin          -0-          -0-          300,000          100,000           -0-             -0-
Andrew Cussons               -0-          -0-          225,000          75,000            -0-             -0-
Alec Karys                   -0-          -0-          100,000          100,000           -0-             -0-
David Blanchfield            -0-          -0-            -0-              -0-             -0-             -0-
James L. Jacison             -0-          -0-            -0-              -0-             -0-             -0-
Barry Jones                  -0-          -0-           32,905           65,809           -0-             -0-
David Wray                   -0-          -0-            -0-              -0-             -0-             -0-


<FN>

(1) Market value of  underlying  securities at exercise date or fiscal year end,
as the case may be, minus the exercise price.
</FN>
</TABLE>

     During Fiscal Year 2001,  Authoriszor  Ltd. made certain  contributions  to
directors,  executive  officers and other  employees of  Authoriszor  Ltd.  with
respect to the personal  pension plan of each such person in the UK. Pursuant to
the terms of such plan,  Authoriszor  Ltd. made a  contribution  to the personal
pension plans of directors and officer of Authoriszor Ltd. in an amount that did
not exceed 7.5% of the annual salary of such  directors and executive  officers.
Certain of our Named Executive Officers have received  contributions pursuant to
such  plan.  See  footnote  1  contained  under  the  table  captioned  "Summary
Compensation Table."

Employment Contracts, Termination of Employment and Change-in-Control Agreements

     In connection  with the  execution of the  agreement to acquire  WRDC,  our
Board of  Directors  appointed  Garcia  Hanson as our Chief  Operating  Officer,
effective  May 8, 2001.  In  addition,  the Board of  Directors  of  Authoriszor
Holdings  Ltd.  ("AHL")  appointed  Mr.  Hanson as the  Operations  Director  of
Authoriszor Ltd., a wholly owned subsidiary of AHL. Mr. Hanson also continued in
his capacity as Managing Director of WRDC.

     The Employment  Agreement with Mr. Hanson was for an unspecified term, with
either party able to terminate  the  Employment  Agreement  upon 12 months prior
notice of such termination.  Pursuant to the Employment Agreement, the Executive
was entitled to compensation of:

     o    a base salary of $220,000; and
     o    a bonus based upon the  achievement  of certain  quarterly  targets as
          determined by our Board of Directors.

     The  agreement  contained  a  nondisclosure  provision  with  an  unlimited
duration and  non-competition  and  non-interference  provisions  effective  for
twelve months subsequent to termination of the agreement.

     We previously entered into Executive  Employment  Agreement with Richard A.
Langevin  (the  "Executive"),  dated as of  January  1,  2000,  under  which the
Executive was appointed as our Chief  Executive  Officer,  President and Interim
Chief  Financial  Officer.  The term of this agreement was four years,  expiring
December  31,  2003,  and was  terminable  immediately  for cause by either  the
Executive  or us.  Pursuant  to the  Employment  Agreement,  the  Executive  was
entitled to compensation of:

     o    a base salary of $225,000;
     o    a minimum  annual  bonus of  $125,000,  payable in pro rata  quarterly
          increments,  provided that certain quarterly  Management-by-Objectives
          targets were achieved; and
     o    stock options to purchase a cumulative  total of 500,000 shares of our
          common  stock at an  exercise  price of $6.75 per  share,  subject  to
          certain   adjustments  as  provided  in  those  certain  stock  option
          agreements,  in increments of: 200,000 shares  exercisable on or after
          January 1, 2001;  100,000  shares  exercisable  on or after January 1,
          2002;  100,000  shares  exercisable  on or after January 1, 2003;  and
          100,000 shares exercisable on or after January 1, 2004.


                                       13
<PAGE>

     The options terminated on December 31, 2009. At the Executive's request, we
undertook to file a registration  statement on Form S-8 registering the issuance
of the shares  underlying his options,  provided that we met the requirements of
Form S-8. In the event our business  was sold during the term of the  agreement,
all salary  payments and bonus payments under the agreement  became  immediately
due and payable and all options became  immediately  exercisable.  The agreement
contained  a   nondisclosure   provision   with  an   unlimited   duration   and
non-competition  and  non-interference  provisions  effective  for twelve months
subsequent to termination of the agreement.

     On January 31, 2001, the Executive  resigned his position as our President,
Chief Executive Officer and Interim Chief Financial Officer, and his position as
director on our Board of Directors. In addition, the Executive resigned from the
various  officer  and  director  positions  he held in certain of our  affiliate
companies,   including  our  wholly-owned  subsidiaries,   Authoriszor  Holdings
Corporation,  Authoriszor  U.S.  Corporation  and AHL. In  connection  with such
resignation,  we entered into a Severance and Release  Agreement,  dated January
31, 2001 (the "Severance Agreement"), with the Executive.

     In  accordance  with the  terms  of the  Severance  Agreement,  we paid the
Executive  the  following  sums  of  money:  (i)  $19,791.67,  minus  applicable
withholdings for federal and state income tax, FICA, and any other  withholdings
required by federal, state or local law, which payment reflects salary and bonus
earned through January 31, 2001; (ii) $450,000.00, minus applicable withholdings
for federal and state income tax, FICA, and any other  withholdings  required by
federal, state or local law, which payments reflect a severance payment equal to
two years of salary; (iii) $31,250.00, minus applicable withholdings for federal
and state  income tax,  FICA,  and any other  withholdings  required by federal,
state or local law, for purposes of the  Executive's  October to December  bonus
for the year 2000; and (iv) 23,958.00, minus applicable withholdings for federal
and state  income tax,  FICA,  and any other  withholdings  required by federal,
state or local law,  reflecting  payment for the Executive's  accrued but unused
vacation time during the year 2000.

     On January 31,  2002,  we are  obligated  to pay the  Executive  the sum of
$250,000.00,  minus  applicable  withholdings  for federal and state income tax,
FICA, and any other withholdings required by federal,  state or local law, as an
additional  severance payment equal to the Executive's bonus  compensation for a
two year period.  However,  this bonus payment was placed in an interest bearing
escrow  account on January 31, 2001 with  instructions  to release such funds to
the Executive on January 31, 2002. All interest  earned on the funds held in the
escrow account will be retained by us.

     In addition,  we and the Executive  entered into a Stock Option  Agreement,
dated as of January 31,  2001 (the  "Stock  Option  Agreement").  The  Severance
Agreement  provides that all stock option  agreements for which the Executive is
not vested as of the date of January 31, 2001 are  rescinded  and declared  null
and void and replaced by the Stock Option Agreement.  The Stock Option Agreement
provides the Executive  with an option to purchase  200,000 shares of our common
stock exercisable in increments of (i) 100,000 shares  exercisable  beginning on
January 31, 2001, and (ii) 100,000 shares  exercisable  beginning on January 31,
2002,  all at an  exercise  price of $6.75  per  share.  Neither  the  Severance
Agreement  nor the Stock  Option  Agreement  affects the  Executives,  rights to
options granted under prior stock option  agreements and which were vested as of
the date of the Severance Agreement.

     The  Executive  elected to reinstate  and continue in  accordance  with the
terms of our medical plan and the Consolidated Omnibus Budget Reconciliation Act
of 1985,  as  amended,  ("COBRA"),  and we have  agreed  to pay on behalf of the
Executive,  the  applicable  premium which is required to reinstate and continue
such group medical coverage,  but only to the extent such coverage was in effect
on the date  immediately  prior to the  Executive's  resignation  date.  We will
continue such premium payments until the earlier of the following: (i) the first
date that the Executive  becomes  eligible for medical  coverage under any other
group medical plan;  (ii) the date the Executive  elects to discontinue  medical
coverage for himself and his dependents; (iii) the first date that the Executive
is no longer  otherwise  eligible for coverage under COBRA, as determined by us;
and (iv) the first anniversary of the Executive's resignation date.

     In  consideration  of the payment of the above  described sums of money and
the  issuance  of the  options  to  purchase  shares of our  common  stock,  the
Executive  agreed to  release  and waive any and all  claims  against us and our
subsidiaries,  including any claim under state or federal law which provides for
civil  remedies  for the  enforcement  or rights  arising out of the  employment
relationship,  any claims for unpaid or withheld wages,  and any claims sounding
in contract,  tort or otherwise;  provided,  however, that the Executive remains
subject to certain  provisions  in his prior  Employment  Agreement  relating to
non-competition, non-disclosure and non-solicitation provisions.


                                       14
<PAGE>

     The  Severance  Agreement  also  provides that the Executive is required to
return all our proprietary material,  including notes, records, reports and such
other items  obtained by him during the course of his  employment.  In addition,
the  Executive  is  required  to return the  vehicle  provided  to him by us. We
permitted the utilization by the Executive, at the Executive's own expense, of a
certain third-party executive recruiting firm.

     On October 7, 2000, we entered into an Employment Agreement with Paul Ayres
pursuant to which Mr. Ayres became the Managing Director of Authoriszor Ltd. The
term of this  agreement was one year,  expiring  October 6, 2002. The Employment
Agreement was terminable  immediately for cause by us, terminable voluntarily by
Mr. Ayres upon 45 days written notice, and after the one year term of employment
has lapsed,  both us and Mr.  Ayres were  required to give six months  notice of
termination.  Mr. Ayers was entitled to  compensation  in the  following  amount
(assuming a currency  conversion ration of (pound)1.50  British Pounds per $1.00
United States):

     o    a base salary of $277,500;
     o    a maximum  annual bonus of $210,000,  payable  monthly,  provided that
          certain revenue targets were achieved; provided, however, that $26,250
          shall be payable  as a minimum  guaranteed  bonus for the first  three
          months of employment;
     o    in addition, up to an additional $45,000 was payable in the event that
          other agreed upon targets were achieved;
     o    stock  options to purchase a  cumulative  total of 200,000  shares our
          common  stock at an  exercise  price of $9.75 per  share,  subject  to
          certain  adjustments  as provided in the stock option  agreement to be
          executed, that vest 25% per year for a period of four years.

     The options  terminate on October 6, 2010.  In the event we are sold during
the term of the  agreement,  all salary  payments and bonus  payments  under the
agreement became immediately due and payable.

     Effective  October 16, 2000, we entered into an Employment  Agreement  with
Alec P.  Karys  pursuant  to  which  Mr.  Karys  became  the Vice  President  of
Engineering  for  Authoriszor  Inc.  The term of this  agreement  was one  year,
expiring October 15, 2001. The Employment  Agreement was terminable  immediately
for  cause by us,  terminable  voluntarily  by Mr.  Karys  upon 45 days  written
notice,  and after the one year term of employment  has lapsed,  both us and Mr.
Karys were  required to give six months  notice of  termination.  Mr.  Karys was
entitled to compensation in the following amount:

     o    a base salary of $150,000;
     o    a maximum  annual  bonus of $37,500,  payable  quarterly  upon certain
          quarterly objectives, as defined by management, were reached;
     o    stock options to purchase a cumulative  total of 100,000 shares of our
          common  stock at an  exercise  price of $10.75 per  share,  subject to
          certain  adjustments  as provided in the stock option  agreement to be
          executed, that vest 25% per year for a period of four years.

     The options  terminate on October 11, 2008. In the event we are sold during
the term of the  agreement,  all salary  payments and bonus  payments  under the
agreement became immediately due and payable.

     Subsequently,  in connection  with the  resignation of the  Executive,  our
Board of Directors  announced  that is had  appointed  Paul Ayres,  the Managing
Director of Authoriszor  Ltd., to the positions of President and Chief Executive
Officer and appointed Andrew Cussons,  the Finance Director of Authoriszor Ltd.,
our Chief  Financial  Officer to replace the Executive,  effective as of January
31,  2001.  In  addition,  effective  January 29,  2001,  our Board of Directors
appointed Mr. Ayres and Mr. Cussons to our Board of Directors.

     In connection with the foregoing,  the Compensation  Committee of the Board
of  Directors  agreed to amend and restate that  certain  Employment  Agreement,
dated as of October 7, 2000, by and between Mr. Ayres and us, effective February
9, 2001.  Subject to the negotiation  and execution of definitive  documentation
with respect to such agreement,  the Compensation  Committee determined that the
agreement should include the following terms:

     o    a base salary of(pound)300,000; and
     o    stock options to purchase a cumulative  total of 200,000 shares of our
          common  stock at an  exercise  price of $1.50 per share under our 2000
          Omnibus Stock Option and Incentive Plan (the "2000 Plan"),  subject to
          certain  adjustments  as provided in the stock option  agreement to be
          negotiated and executed in connection with such grant.


                                       15
<PAGE>

     In addition, the Compensation Committee of the Board of Directors agreed to
amend and restate that certain  Employment  Agreement by and between Mr. Cussons
and us, effective  February 9, 2001. Subject to the negotiation and execution of
definitive  documentation  with  respect  to such  agreement,  the  Compensation
Committee determined that the agreement should include the following terms:

     o    a base salary of(pound)200,000;
     o    stock options to purchase a cumulative  total of 200,000 shares of our
          common  stock at an  exercise  price of $1.50 per share under the 2000
          Plan,  subject to certain  adjustments as provided in the stock option
          agreement to be negotiated and executed in connection with such grant.

     Finally,  the  Compensation  Committee of the Board of Directors  agreed to
amend and restate that certain Employment Agreement by and between Mr. Karys and
us,  effective  February 9, 2001.  Subject to the  negotiation  and execution of
definitive  documentation  with  respect  to such  agreement,  the  Compensation
Committee determined that the agreement should include the following terms:

     o    a base salary of $250,000;
     o    stock options to purchase a cumulative  total of 100,000 shares of our
          common  stock at an  exercise  price of $1.50 per share under the 2000
          Plan,  subject to certain  adjustments as provided in the stock option
          agreement to be negotiated and executed in connection with such grant.

     On July 22,  1999,  the date we acquired  Authoriszor  Ltd.,  each of James
Jackson,  David Wray and David Blanchfield  entered into service agreements with
Authoriszor Ltd, under which they were appointed as follows:

        James L. Jackson                 Managing Director
        David R. Wray                    Technical Director
        David Blanchfield                Research Development Director

     The  agreements are all for an initial fixed three year term and terminable
thereafter  on 12  months'  notice  after the  expiration  of the term by either
party.  They were  initially  entitled to an annual salary of $105,000  together
with an  entitlement to earn up to a further  $35,000 by way of bonus,  based on
agreed  targets,  during the first year after  February  18,  2000,  the date we
completed  our  $30,000,000  placement  in the  United  Kingdom  and  Europe  of
2,727,273  shares of our common stock. In addition,  each individual is entitled
to  receive  a  contribution  of 7.5% of basic  salary to his  personal  pension
scheme.  The agreements  also contain  provisions  dealing with the ownership of
intellectual  property  and a  restrictive  covenant for a 12 month period after
termination of employment.

     Effective July 1, 2000, the agreements  were amended to increase the annual
salary payable thereunder to $148,400 per year for Messrs.  Wray and Blanchfield
and $140,000 for Mr. Jackson.

     CMM Ventures  Limited,  which is controlled by Barry Jones,  entered into a
consultancy  agreement with  Authoriszor  Ltd. on July 22, 1999, under which CMM
Ventures Limited would provide the services of Barry Jones as Marketing Director
designate  of  Authoriszor  Ltd.  The  fee  payable  under  such  agreement  was
approximately  $4,950 plus Value Added Tax per month. The consultancy  agreement
was set up for an  initial  period  of 6  months,  and  after  that  period  was
terminable  by either  party on one month's  notice.  The CMM  Ventures  Limited
consultancy  agreement was terminated with effect on November 30, 1999, at which
time Barry Jones entered into a service  agreement  with  Authoriszor  Ltd. with
effect from  December 1, 1999,  on terms similar to those set out above for each
of  Messrs.  Jackson,  Wray and  Blanchfield,  at an  initial  annual  salary of
$105,000,  an initial  bonus,  based on agreed  targets of up to $35,000,  and a
fixed term to expire on December 1, 2001 and terminable thereafter on 12 months'
notice after the expiration of the term by either party. Effective July 1, 2000,
Mr. Jones'  service  agreement was amended to increase the annual salary payable
thereunder to $140,000.

     Effective  January 29, 2001, James L. Jackson resigned from his position as
Chairman  of the Board of  Authoriszor  Ltd.  and from his  position as our Vice
President  and  Secretary.  Mr.  Jackson  continues  as a member of our Board of
Directors.  In connection with Mr. Jackson's resignation,  the Company agreed to
continue to pay Mr.  Jackson's  salary,  car allowance and pension  contribution
benefits  following his  resignation  during the  remaining  term of the service
agreement, and the Company and Mr. Jackson agreed to adjust Mr. Jackson's salary
for purposes of his service  agreement as follows:  continue  paying $140,000 in
annualized  salary to Mr.  Jackson for the months of February and March of 2001,
increase his annualized salary to $175,000, which includes certain payments owed
to Mr.  Jackson,  for the period  April 2001  through  July 2001 and  thereafter
decrease his annualized salary to $148,750 for the period from August 1, 2001 to
July 31, 2002. In addition,  effective May 18, 2001,  Barry Jones  resigned from
his  position  as  Director  of Sales and  Marketing  for  Authoriszor  Ltd.  In
connection  with Mr. Jones'  resignation,  the Company  agreed to pay Mr. Jones'
salary,   car  allowance  and  pension   contribution   benefits  following  his
resignation  during the 12 months' notice period of his service  agreement,  and
the Company and Mr.  Jones  agreed to increase  Mr.  Jones'  salary to $168,000,
which included certain payments owed to Mr. Jones, during this period.  Finally,
effective  July 1, 2001, Mr. Karys resigned his position as our Vice President -
Engineering.  We have  agreed  to  continue  to pay Mr.  Karys'  salary  and car
allowance  in  accordance  with the 12 month notice  provision  contained in his
amended  employment  agreement.  See footnotes 5, 6 and 7 contained in the table
captioned "Summary Compensation Table."


     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Our only  outstanding  class of equity  securities is our common stock. The
following  table sets  forth  certain  information  with  respect to  beneficial
ownership of our common stock as of October 17, 2001, by

     o    each  person  known  by us to  beneficially  own  more  than 5% of the
          outstanding shares of common stock;
     o    our directors;
     o    our Named Executive Officers; and
     o    all of our executive officers and directors as a group.


                                       16
<PAGE>

<TABLE>
<CAPTION>


                                                                      Shares of           Percentage of Shares
                                                                     Common Stock            Of Common Stock
          Person or Group                                       Beneficially Owned (1)     Beneficially Owned
          ---------------                                       ----------------------     ------------------
<S>                                                            <C>                        <C>

Directors:
---------

Raymond G. H. Seitz (2)+                                         200,000                   1.1%
Paul Ayres(3)+++                                                 250,000                   1.4%
Don Box (4)++                                                    166,500                      *
Andrew Cussons (5)+                                              259,300                   1.4%
James L. Jackson (6)+                                          1,272,608                   6.9%
Sir Malcolm L. Rifkind (7)+                                      200,000                   1.1%
Geoff Shingles (8)+                                              100,000                      *
David R. Wray (6)+                                             1,260,429                   6.8%

Named Executive Officers:
------------------------

David Blanchfield(6)+                                          1,275,037                    6.9
Alec Karys(9)                                                    125,000                      *
Barry Jones(10)                                                   98,714                      *

Directors and Executive Officers as a Group:                   5,606,736                  30.1%
(11 persons) (11)

Beneficial Owners of 5% or More of the Company's
Outstanding Common Stock:

Roy Williams (12)                                              1,959,842                  10.6%
         Birkett House, 27 Albermarle Street
         London W1X 4LQ, England
---------------------------------------
<FN>

+    The address for these  executive  officers and directors is Windsor  House,
     Cornwall Road, Harrogate, North Yorkshire HG1 2PW United Kingdom.
++   The address for this  director is 8201  Preston  Road,  Suite 600,  Dallas,
     Texas 75225-6211.
+++  The address for this executive  officer and director is Knyvett House,  The
     Causeway, Staines, Middlesex TW18 3BA, United Kingdom.
++++ The address for this executive  officer is 1st Floor Ebor Court,  Westgate,
     Leeds LS1 4ND, England.
*    Less than one percent (1%)

(1)      Based upon 18,456,698  shares of common stock outstanding as of October
         29, 2001 and calculated in accordance with Rule 13d-3 promulgated under
         the Securities  Exchange Act of 1934, as amended (the "Exchange  Act").
         Unless otherwise  indicated,  includes shares owned by a spouse,  minor
         children  or by  relatives  sharing  the same home,  entities  owned or
         controlled  by the  named  person.  Also  includes  shares if the named
         person has the right to acquire  such shares  within 60 days of October
         29, 2001 by the exercise of any right or option ("Presently Exercisable
         Options").  Unless  otherwise  noted,  shares  are owned of record  and
         beneficially by the named person.
(2)      Represents a stock option to acquire 200,000 shares of our common stock
         at an exercise price of $3.00 per share which is currently  exercisable
         until October 30, 2002.
(3)      Mr.  Ayres was granted an option to purchase  200,000  shares of common
         stock at an exercise price of $9.75 per share which vests up to 25% per
         year  annually  beginning on October 7, 2001.  In  addition,  effective
         February 9, 2001,  Mr.  Ayres was  granted a further  option to acquire
         200,000  shares of common  stock at an  exercise  price of $1.50.  This
         further option is immediately exercisable for a 10 year term.
(4)      Mr. Box was  granted a stock  option to acquire  100,000  shares of our
         common  stock at an exercise  price of $7.75 per share on November  10,
         2000. The stock option is immediately  exercisable for a three (3) year
         term.
(5)      Mr.  Cussons has been granted an option to purchase  100,000  shares of
         common stock at an exercise  price of $6.75 per share which vests up to
         25% per year annually beginning January 1, 2001. In addition, effective
         February 9, 2001,  Mr.  Cussons was granted a further option to acquire
         200,000  shares of common  stock at an  exercise  price of $1.50.  This
         further option is immediately exercisable for a 10 year term.
(6)      Includes  shares  of our  common  stock  issued  to  these  individuals
         pursuant  to the  acquisition  of ITIS  Technologies  Ltd.,  now  named
         Authoriszor Ltd.
(7)      Represents a stock option to acquire 200,000 shares of our common stock
         at an exercise price of $1.00 per share which is currently  exercisable
         until September 30, 2002.
(8)      Pursuant to the agreement  between us and Mr. Shingles  relating to his
         appointment  to the Board of  Directors,  dated  October 18,  2000,  we
         granted Mr.  Shingles a stock option to acquire  100,000  shares of our
         common stock at an exercise price of $9.875 per share. The stock option
         is immediately exercisable for a three (3) year term.


                                       17
<PAGE>

(9)      Mr.  Karys was  granted  an option to  purchase  100,000  shares of our
         common stock at an exercise price of $10.75 per share which vests up to
         25% per year  annually  beginning  on October 15,  2001.  In  addition,
         effective  February 9, 2001,  Mr. Karys was granted a further option to
         acquire  100,000  shares of our common  stock at an  exercise  price of
         $1.50.  This further  option is immediately  exercisable  for a 10 year
         term.
(10)      Mr.  Jones was granted an option to purchase  131,214  shares of common
         stock at an exercise price of $2.00 per share which vests up to 25% per
         year annually  beginning  October 1, 2000.  The options  granted to Mr.
         Jones terminate ten years following the date of grant.
(11)     Includes  the shares of common  stock  issuable  upon  exercise  of the
         Presently  Exercisable  Options discussed in notes 2, 3, 4, 5, 6, and 7
         and 10, 50,000 shares of common stock issuable upon exercise  Presently
         Exercisable  Options granted to Mr. Cussons with respect to his initial
         option grant,  50,000 shares of common stock  issuable upon exercise of
         Presently Exercisable Options to Mr. Ayres, with respect to his initial
         option  grant,  25,000  shares of common  stock  issuable  pursuant  to
         Presently  Exercisable Option to Mr. Karys, with respect to his initial
         option grant, 464,957 shares of common stock issued to Garcia Hanson in
         connection  with  the  increase  in our  ownership  of the  outstanding
         capital  stock of WRDC from 27.2% (25.1% on a  fully-diluted  basis) to
         66.4%,  and 32,905 shares of common stock issuable upon the exercise of
         Presently  Exercisable  Options granted to Mr. Jones.  Does not include
         97,778  shares of  common  stock  that may be  issued to Garcia  Hanson
         subject to the  realization of certain  accounts  receivable by WRDC or
         the shares of our common  stock that may be issued to Garcia  Hanson in
         connection  with the  acquisition  of the remainder of the  outstanding
         WRDC   shares  not  already   owned  by  us.  See  "Item  12.   Certain
         Relationships   and  Related   Transactions."   For  more   information
         concerning  our  purchase of an increased  ownership  interest in WRDC,
         please  see our  Current  Report on Form  8-K/A,  filed with the SEC on
         September 17, 2001.
(12)     Includes  655,334 shares of the Company's  common stock held by Zalcany
         Limited,  a  company  organized  under  the laws of the UK of which Roy
         Williams  owns  50%  of  the  issued  share  capital  and is one of two
         directors;  290,000  shares of our  common  stock  held by  Mustardseed
         Estates Ltd., a company organized under the laws of the UK of which Roy
         Williams retains 99.9% voting control;  and 67,500 shares of our common
         stock held by the Cardinal  Williams Pension Fund, a UK pension fund of
         which Roy  Williams is one of two  trustees  and the sole  beneficiary.
         Includes  484,008  shares  held by an Isle of Man  trust in  which  Roy
         Williams  is  included  in a  class  of  potential  beneficiaries.  Mr.
         Williams  disclaims  beneficial  ownership  of the shares owned by this
         trust.

</FN>
</TABLE>

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There are no material  proceedings to which any of our directors,  officers
or other  affiliates,  any  owner of record  or  beneficially  of more than five
percent of any class of our voting  securities,  or any  associate of any of our
directors,  officers,  affiliates or such security holders is a party adverse to
us or any of our subsidiaries or has a material interest adverse to us or any of
our subsidiaries.  It is our intention that in the future, transactions with its
directors,  officers,  employees  or  affiliates  will be  minimal  and  will be
approved in advance by a majority of the  disinterested  members of our Board of
Directors.

     The following  summarizes  certain material  agreements  between us and our
executive  officers,  directors  and  existing  stockholders  with a  beneficial
interest in excess of 5% of our outstanding  common stock.  The summary is not a
complete  description of such  agreements  and,  therefore,  this  discussion is
qualified in its entirety by reference to the  agreements,  copies of which will
be made available for inspection  upon written request and have been filed by us
with the  Securities  and Exchange  Commission.  It is our intention that in the
future, transactions with its directors,  officers, employees or affiliates will
be minimal and will be  approved  in advance by a majority of the  disinterested
members of our Board of Directors.

     On May 8, 2001, we purchased an additional  equity interest in WRDC Ltd., a
company  incorporated in the United Kingdom,  increasing our ownership  interest
from  27.2%  (25.1% on a fully  diluted  basis) to 66.4%.  We issued to  certain
shareholders  of WRDC 929,914 shares of our common stock,  one-half of which was
issued to Garcia Hanson, currently our Chief Operating Officer, and paid cash of
approximately  $996,000 to such shareholders of WRDC, one-half of which was paid
to Mr. Hanson.  We also  committed to issue an additional  195,555 shares of our
common stock equally to each of Mr. Hanson and such other  shareholders of WRDC,
subject to the  realization of certain of WRDC's  accounts  receivable.  Also on
this date we  subscribed  for  additional  WRDC  shares from WRDC for a purchase
price of  approximately  $720,000  and  granted  options  to WRDC  employees  to
purchase 237,000 shares of our common stock.  Also on this date, we committed to
acquire the remaining 33.6%  ownership  interest in WRDC not already owned by us
upon the  occurrence  of certain  events,  but in no event later than January 1,
2002.  The purchase price payable to such other  shareholders  for the remaining
interest is approximately $3,100,000, of which Mr. Hanson will receive one-half.
We are required to pay approximately  $1,564,000 in cash, of which $1,260,000 is
in an escrow  account,  and we are  required  to pay the  remaining  portion  by
issuing shares of our common stock to such shareholders of WRDC. However, in the
event  that the  exchange  ratio set forth in the  acquisition  documents  would
require us to issue more than 19.9% of the issued and outstanding  shares of our
common  stock,  as of May 7, 2001,  we will  instead be  required to pay to such
shareholders  of WRDC an amount in cash equal to the  aggregate  market value of
such  excess  shares.  Moreover,  when we  acquire  the  remainder  of shares of
outstanding  capital  stock of WRDC,  we may be  obligated  to make such payment
entirely in cash if:


         o        we  declare,  or  otherwise  seek,  or  are  forced  to  seek,
                  protection from creditors under the federal  bankruptcy  laws;
                  or
         o        if, on the date that we are otherwise required to purchase the
                  remaining  outstanding shares of capital stock of WRDC, we are
                  not listed on Nasdaq or the OTC Bulletin  Board,  or otherwise
                  quoted on a public market in North America or Europe.

         In connection with the  transaction  whereby we increased our ownership
interest in WRDC,  our Board of Directors  appointed  Garcia Hanson as our Chief
Operating Officer. In addition,  Mr. Hanson has joined the Board of Directors of
Authoriszor  Holdings Ltd. and  Authoriszor  Ltd., and has been appointed as the
Operations  Director of  Authoriszor  Ltd. Mr.  Hanson will also continue in his
capacity as Managing  Director of WRDC. For further  information  concerning the
terms and conditions  upon which we acquired WRDC,  please see our Annual Report
on Form 10-KSB that was filed with the  Securities  and Exchange  Commission  on
October 19, 2001.


                                       18
<PAGE>


                                     PART IV


    ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

         (a)      Financial Statements:
                  --------------------

                  The  response  to this  portion of Item 14 is  submitted  as a
                  separate  section  of this  report.  See  Index  to  Financial
                  Statements at page F-1.

         (b)      Financial Statement Schedules:
                  -----------------------------

                  All  schedules  have been  omitted as the  information  is not
required for small business issuers.

         (c)      Exhibits:
                  --------

         The  following  documents  are  filed as a part of this  report.  Those
exhibits  previously filed and  incorporated  herein by reference are identified
below. Exhibits not required for this report have been omitted.

     Exhibit No.                            Description
     -----------                            -----------

         2.1        Agreement and Plan of Merger, dated July 29, 1996, and among
                    Toucan Gold  Corporation  and Starlight  Acquisitions,  Inc.
                    (incorporated  by reference  from the Current Report on Form
                    8-K dated July 29, 1996, Exhibit 2.1).
         2.2        Share Exchange  Agreement,  dated May 10, 1996, by and among
                    Starlight  Acquisitions,  Inc.  and  Toucan  Mining  Limited
                    (incorporated  by reference  from the Current Report on Form
                    8-K dated May 13, 1996, Exhibit 2).
         2.3(4)     Share Sale Agreement regarding ITIS Technologies Ltd., dated
                    July 22, 1999, by and among David J.  Blanchfield,  James L.
                    Jackson,  David R. Wray, Barry Jones, Ian McNeill and Toucan
                    Gold Corporation. (Exhibit 10.1)
         2.4(12)    Stock  Purchase  Agreement,  dated as of May 8, 2001, by and
                    among  Authoriszor Inc.,  Authoriszor  Holdings Ltd. and the
                    Shareholders named therein (Exhibit 2.1).
         2.5(12)    Subscription  Agreement,  dated  as of May 8,  2001,  by and
                    among  Authoriszor  Inc.,  Authoriszor  Holdings Ltd.,  WRDC
                    Limited and the Shareholders named therein (Exhibit 2.2).
         2.6(12)    Articles of Association of WRDC Limited,  dated as of May 8,
                    2001 (Exhibit 2.3).
         2.7(12)    Deed of  Mortgage,  dated as of May 8, 2001,  by and between
                    Authoriszor Inc., Garcia Hanson and Brian Edmondson (Exhibit
                    2.4)
         2.8(14)    Stock Purchase  Agreement,  dated as of July 3, 2001, by and
                    among Authoriszor Holdings Ltd., Logsys Holdings Limited and
                    Stewart Leslie Ashton (Exhibit 2.1)
         3.1        Certificate  of  Incorporation  of Toucan  Gold  Corporation
                    filed on July 22,  1996 with the  Secretary  of State of the
                    State  of  Delaware  (incorporated  by  reference  from  the
                    Current  Report on Form 8-K  dated  July 29,  1996,  Exhibit
                    4.1).
         3.2        Amendment  to our  Certificate  of  Incorporation  filed  on
                    August 25,  1999,  with the  Secretary  of State of Delaware
                    (incorporated  by reference to our Quarterly  Report on Form
                    10-QSB for the quarter  ended  September  30, 1999,  Exhibit
                    3.1)
         3.3(13)    Bylaws of  Authoriszor  Inc.,  as  amended  March  21,  2001
                    (Exhibit 3.1).
         4.1(3)     Option  Agreement,  dated September 27, 1997, by and between
                    L. Clark Arnold and Toucan Gold Corporation (incorporated by
                    reference  to  Exhibit  10.2 to our  Annual  Report  on Form
                    10-KSB for the period ended December 31, 1997)
         4.2(3)     Amendment Number One to Stock Option Agreement,  dated as of
                    April 27,  1999,  by and between L. Clark  Arnold and Toucan
                    Gold Corporation (Exhibit 4.2)
         4.3(3)     Amended and  Restated  Stock Option  Agreement,  dated as of
                    April 1, 1999, by and between  Robert P. Jeffcock and Toucan
                    Gold Corporation (Exhibit 4.4)
         4.4(3)     Option  Agreement,  dated  February 2, 1998,  by and between
                    Robert A. Pearce and Toucan Gold  Corporation  (incorporated
                    by reference  to Exhibit  10.4 to our Annual  Report on Form
                    10-KSB for the period ended December 31, 1997)



                                       19
<PAGE>

         4.5(3)     Amendment Number One to Stock Option Agreement,  dated as of
                    April 27, 1999,  by and between  Robert A. Pearce and Toucan
                    Gold Corporation (Exhibit 4.6)
         4.6(3)     Amended and  Restated  Stock Option  Agreement,  dated as of
                    April 1, 1999,  by and between David  Carmichael  and Toucan
                    Gold Corporation (Exhibit 4.8)
         10.1(1)    Warrant  Agreement,  dated  July 29,  1996,  by and  between
                    Toucan Gold Corporation and R. Haydn Silleck (Exhibit 10.1).
         10.2(1)    Warrant Agreement dated July 29, 1996, by and between Toucan
                    Gold Corporation and John B. Marvin (Exhibit 10.2).
         10.3(1)    Warrant Agreement dated July 29, 1996, by and between Toucan
                    Gold Corporation and Peter S. Daley (Exhibit 10.3).
         10.4(1)    Warrant Agreement dated July 29, 1996, by and between Toucan
                    Gold Corporation and Jay Lutsky (Exhibit 10.4).
         10.5(2)    Agreement  for the sale  and  purchase  of the  whole of the
                    issued share capital of Anagram  Limited,  dated December 3,
                    1998, among Toucan Mining Limited,  Toucan Gold Corporation,
                    Inc. and Minmet Plc (Exhibit 10.1).
         10.6(2)    Supplemental Agreement,  dated December 3, 1998 among Toucan
                    Mining Limited, Toucan Gold Corporation, Inc. and Minmet Plc
                    (Exhibit 10.2).
         10.7(2)    Option Agreement Regarding Mineradora De Bauxita Ltda, dated
                    December 3, 1998,  among Toucan Mining Limited,  Toucan Gold
                    Corporation, Inc. and Anagram Limited (Exhibit 10.3).
         10.8(2)    Agreement  for the purchase of the whole of the issued share
                    capital of  Mineradora de Bauxita  Ltda,  dated  December 3,
                    1998 among Toucan Mining Limited,  Toucan Gold  Corporation,
                    Inc. and Anagram Limited (Exhibit 10.4).
         10.9(2)    Form of Minmet Plc Warrant Instrument (Exhibit 10.5).
         10.10(4)   Deed of  Indemnity,  dated July 22, 1999, by and among David
                    J.  Blanchfield,  James L.  Jackson,  David R.  Wray,  Barry
                    Jones,  Ian McNeill and Toucan  Gold  Corporation.  (Exhibit
                    10.2)
         10.11(4)   Letter of  Appointment,  dated July 22, 1999, by and between
                    David J.  Blanchfield and ITIS  Technologies  Ltd.  (Exhibit
                    10.3)
         10.12(4)   Letter of  Appointment,  dated July 22, 1999, by and between
                    James L. Jackson and ITIS Technologies Ltd. (Exhibit 10.4)
         10.13(4)   Letter of  Appointment,  dated July 22, 1999, by and between
                    David R. Wray and ITIS Technologies Ltd. (Exhibit 10.5)
         10.14(4)   Engagement  Letter,  dated July 22, 1999, by and between CCM
                    Ventures Ltd. and ITIS Technologies Ltd. (Exhibit 10.7)
         10.15(4)   Engagement  Letter,  dated  July 22,  1999,  by and  between
                    Robert Jeffcock and Toucan Gold Corporation. (Exhibit 10.8)
         +10.16     Consulting  Agreement,  dated  September  23,  1999  by  and
                    between   Sir   Malcolm   Rifkind   and   Authoriszor   Ltd.
                    (incorporated  by reference to our Quarterly  Report on Form
                    10-QSB for the quarter  ended  September  30, 1999,  Exhibit
                    10.9)
         +10.17(5)  Executive Employment Agreement, dated as of January 1, 2000,
                    by and between  Authoriszor  Inc.  and Richard A.  Langevin.
                    (Exhibit 10.1)
         +10.18(5)  Authoriszor Inc. 1999 Stock Plan. (Exhibit 10.2)
         +10.19(7)  Form of Agreement  under the 1999 Stock Plan and Schedule of
                    Agreements
         +10.20(5)  Agreement,   dated   November  12,  1999,   by  and  between
                    Authoriszor Inc. and Raymond G. H. Seitz (Exhibit 10.4)
         +10.21(5)  Consulting  Agreement,  dated  September  23,  1999,  by and
                    between  Authoriszor  Inc. and Sir Malcolm Rifkind  (Exhibit
                    10.5)
         +10.22(5)  Stock Option  Agreement,  dated as of September 23, 1999, by
                    and  between  Authoriszor  Inc.  and  Sir  Malcolm  Rifkind.
                    (Exhibit 10.6)
         10.23(5)   Placing  Agreement,  dated as of January  28,  2000,  by and
                    among  Authoriszor  Inc., Beeson Gregory Limited and certain
                    Directors of Authoriszor Inc. (Exhibit 10.7)
         10.24(5)   Supplemental  Placing  Agreement,  dated as of  February  9,
                    2000, by and among  Authoriszor Inc., Beeson Gregory Limited
                    and certain Directors of Authoriszor Inc. (Exhibit 10.8)
         10.25(5)   Registration  Rights Agreement,  dated February 16, 2000, by
                    and between  Authoriszor  Inc. and Beeson  Gregory  Limited.
                    (Exhibit 10.9)
         10.26(5)   Lock-up   Agreement,   dated  January  2000,  by  and  among
                    Authoriszor  Inc.,  Beeson Gregory Limited and Raymond Seitz
                    and others. (Exhibit 10.10)
         10.27(5)   Deed of  Covenant,  dated as of February  22,  2000,  by and
                    among  Authoriszor  Holdings Ltd.,  WRDC Limited and certain
                    persons named in Schedule 1 to the Deed. (Exhibit 10.11)




                                       20
<PAGE>

         10.28(5)   Shareholders'  Agreement,  dated as of January 27, 2000,  by
                    and among  Authoriszor  Holdings  Ltd.,  WRDC  Limited,  the
                    shareholders of WRDC Limited and Authoriszor Inc.,  relating
                    to WRDC Limited. (Exhibit 10.12)
         10.29(5)   Letter  Agreement,  dated  February 22, 2000, by and between
                    Authoriszor  Holdings Ltd. and WRDC Limited regarding credit
                    facility. (Exhibit 10.13)
         10.30(5)   Letter  Agreement,  dated  February 22, 2000, by and between
                    Authoriszor  Holdings Ltd. and WRDC Limited regarding credit
                    facility. (Exhibit 10.14)
         10.31(6)   Share Sale  Agreement,  dated as of January 28, 2000, by and
                    between  Authoriszor  Inc. and Golden  Ridge Group  Limited.
                    (Exhibit 2.1)
         +10.32(7)  Stock Option Agreement, dated as of January 1, 2000, between
                    Authoriszor Inc. and Richard A. Langevin (Exhibit 10.33).
         +10.33(7)  Stock Option Agreement, dated as of January 1, 2000, between
                    Authoriszor Inc. and Richard A. Langevin (Exhibit 10.34).
         +10.34(7)  Stock Option Agreement, dated as of January 1, 2000, between
                    Authoriszor Inc. and Richard A. Langevin (Exhibit 10.35)
         +10.35(7)  Stock Option Agreement, dated as of January 1, 2000, between
                    Authoriszor Inc. and Richard A. Langevin (Exhibit 10.36).
         +10.36(7)  Stock  Option  Agreement,  dated  as of  November  1,  1999,
                    between Authoriszor Inc. and Raymond Seitz (Exhibit 10.37).
         10.37(7)   Lease  Agreement,  dated  as  of  April  28,  2000,  between
                    Authoriszor  Inc. and  Massachusetts  Mutual Life  Insurance
                    Company (Exhibit 10.38).
         10.38(7)   Consulting  Agreement,  dated  as  of  April  2000,  between
                    Authoriszor Inc. and Fred Sawin (Exhibit 10.39).
         10.39(7)   Employment  Agreement,  dated as of March 15, 2000,  between
                    Authoriszor Inc. and Ed Vasko (Exhibit 10.40).
         10.40(8)   Consulting   Agreement,   dated   July  1,   2000,   between
                    Authoriszor  Inc.  and  Commercial  Technology  Ltd (Exhibit
                    10.40).
         10.41(8)   Reimbursement  Agreement,   dated  September  28,  2000  and
                    effective as of October 1, 1999,  between  Authoriszor  Inc.
                    and Authoriszor Ltd. (Exhibit 10.41).
        +10.42(9)   Letter  Agreement,  dated  as of  September  30,  2000,  and
                    executed as of October 31, 2000, by and between  Authoriszor
                    Inc. and Godfrey S. Shingles (Exhibit 10.1).
       +10.43(9)    Letter of Employment, dated October 16, 2000, by and between
                    Authoriszor Inc. and Alec P. Karys (Exhibit 10.2).
       +10.44(9)    Letter of Employment,  dated October 4, 2000, by and between
                    Authoriszor Inc. and Paul Ayres (Exhibit 10.3).
        10.45(9)    Consulting  Agreement,  dated July 21, 2000,  by and between
                    Authoriszor Inc. and Edward F. Rogers (Exhibit 10.4).
      +10.46(10)    Authoriszor Inc. 2000 Omnibus Stock and Incentive Plan.
       +10.47(7)    Letter of  Employment,  dated May 1,  2000,  by and  between
                    Authoriszor Inc. and Fred Sawin (Exhibit 10.39)
      +10.48(11)    Severance  and  Release  Agreement,  dated as of January 29,
                    2001,  by  and  between  Authoriszor  Inc.  and  Richard  A.
                    Langevin.
     +10.49(11)     Stock Option Agreement, dated as of January 31, 2000, by and
                    between Authoriszor Inc. and Richard A. Langevin.
     +10.50(12)     Service  Agreement,  dated as of May 8,  2001,  by and among
                    Authoriszor  Inc.  and Garcia  Hanson.  Form of Stock Option
                    Agreement,  dated  as of May 8,  2001,  by and  between  the
                    Authoriszor  Inc.  and each of the  former  holders  of WRDC
                    Options (Exhibit 10.1).
     +10.51(12)     Form of Stock Option Agreement,  dated as of May 8, 2001, by
                    and  between  the  Authoriszor  Inc.  and each of the former
                    holders of WRDC Options (Exhibit 10.2).
      10.52(15)     Sublease  Agreement,  effective  as of July 1, 2001,  by and
                    between Authoriszor Inc. and Directech, Inc.
     +10.53(15)     Stock Option Agreement,  dated as of October 7, 2000, by and
                    between Authoriszor Inc. and Paul Ayres.
     +10.54(15)     Stock Option Agreement, dated as of October 16, 2000, by and
                    between Authoriszor Inc. and Alec Karys.
     +10.55(15)     Stock Option  Agreement,  dated as of November 10, 2000,  by
                    and between Authoriszor Inc. and Don Box.
     +10.56(15)     Stock Option Agreement, dated as of October 18, 2000, by and
                    between Authoriszor Inc. and Geoff Shingles.



                                       21
<PAGE>

     +10.57(15)     Form of Stock Option  Agreement  by and between  Authoriszor
                    Inc. and various  employees with respect to the  Authoriszor
                    Inc. 2000 Omnibus Stock and Incentive Plan.
     +10.58(15)     Stock Option Agreement, dated as of February 9, 2001, by and
                    between Authoriszor Inc. and Paul Ayres.
     +10.59(15)     Stock Option Agreement, dated as of February 9, 2001, by and
                    between Authoriszor Inc. and Andrew Cussons.
     +10.60(15)     Stock Option Agreement, dated as of February 9, 2001, by and
                    between Authoriszor Inc. and Alec Karys.
     +10.61^        Stock Option  Agreement,  dated as of July 21, 2000,  by and
                    between Authoriszor Inc. and EFR LLC.
      23.1^         Consent of Grant Thornton

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

^        Filed herewith.
+        Compensation plan, benefit plan or employment contract or arrangement.
(1)      Incorporated by reference to the exhibit shown in parenthesis  included
         in our Annual  Report on Form 10-KSB for the period ended  December 31,
         1996, filed by us with the Securities and Exchange Commission.
(2)      Incorporated by reference to the exhibit shown in parenthesis  included
         in our Current Report on Form 8-K, filed January 5, 1999 by us with the
         Securities and Exchange Commission.
(3)      Incorporated  by reference to the exhibit shown in  parenthesis  to our
         Registration  Statement  on Form  S-8  filed  with the  Securities  and
         Exchange Commission on January 10, 2000.
(4)      Incorporated by reference to the exhibit shown in parenthesis  included
         in our Current  Report on Form 8-K, filed by us with the Securities and
         Exchange Commission on August 6, 1999.
(5)      Incorporated by reference to the exhibit shown in parenthesis  from our
         Quarterly  Report on Form 10-QSB for the  quarter  ended  December  31,
         1999.
(6)      Incorporated by reference to the exhibit shown in parenthesis  from our
         Current  Report on Form 8-K,  filed by us on February 14, 2000 with the
         Securities and Exchange Commission.
(7)      Incorporated by reference to the Exhibit shown in parenthesis  from our
         Registration  Statement  on Form S-1,  filed by us on May 18, 2000 with
         the Securities and Exchange Commission.
(8)      Incorporated by reference to the exhibit shown in parenthesis  from our
         Annual  Report on Form 10-KSB,  filed by us on September  29, 2000 with
         the Securities and Exchange Commission.
(9)      Incorporated by reference to the exhibit shown in parenthesis  from our
         Quarterly Report on Form 10-QSB,  filed by us on November 14, 2000 with
         the Securities and Exchange Commission.
(10)     Incorporated  by reference  to Appendix A contained  in our  definitive
         Proxy  Statement  pertaining to the 2000 Annual Meeting of Stockholders
         filed with the Securities  and Exchange  Commission on October 10, 2000
         pursuant to Regulation 14A.
(11)     Incorporated by reference to the exhibit shown in parenthesis  from our
         Current Report on Form 8-K filed by us with the Securities and Exchange
         Commission on January 30, 2001.
(12)     Incorporated by reference to the exhibit shown in parenthesis  from our
         Current Report on Form 8-K filed by us with the Securities and Exchange
         Commission on May 9, 2001.
(13)     Incorporated by reference to the exhibit shown in parenthesis  from our
         Quarterly  Report on Form 10-QSB  filed by us with the  Securities  and
         Exchange Commission on February 14, 2001.
(14)     Incorporated by reference to the exhibit shown in parenthesis  from our
         Current Report on Form 8-K filed by us with the Securities and Exchange
         Commission on July 16, 2001.
(15)     Previously  filed as the  exhibit  indicated  contained  in our  Annual
         Report on Form  10-KSB  filed by us with the  Securities  and  Exchange
         Commission on October 22, 2001.


(d)      Reports on Form 8-K.
         --------------------

                  (1) We filed a Current  Report on Form 8-K with the Securities
and Exchange Commission on May 9, 2001, reporting the execution and consummation
of the acquisition by us of all of the issued and  outstanding  capital stock of
WRDC.  We also  filed a Current  Report on Form 8-K/A  with the  Securities  and
Exchange Commission on September 17, 2001 with respect to the WRDC acquisition.


                                       22
<PAGE>

                  (2) We filed a Current  Report on Form 8-K with the Securities
and  Exchange  Commission  on  July  16,  2001,   reporting  the  execution  and
consummation  of the acquisition by us of  approximately  68% of the outstanding
capital stock of Logsys.



                                       23
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on November 5, 2001.

                                      AUTHORISZOR INC.


                                      By: /s/ Paul Ayres
                                         ---------------------------------------
                                         Paul Ayres
                                         Chief Executive Officer and President
                                         (Principal Executive Officer)


                                      By: /s/ Andrew Cussons
                                         ---------------------------------------
                                         Andrew Cussons
                                         Chief Financial Officer
                                         (Principal Financial Officer)

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated. Each person whose signature to
this report appears below hereby appoints Paul Ayres and Andrew Cussons and each
of them, any one of whom may act without the joinder of the other, as his or her
attorney-in-fact to sign on his behalf, individually and in each capacity stated
below, and to file all amendments to this report,  which amendment or amendments
may  make  such   changes   in  and   additions   to  the  report  as  any  such
attorney-in-fact may deem necessary or appropriate.
<TABLE>
<CAPTION>

                   Signature                                    Title                              Date
<S>                                               <C>                                        <C>


                *                                 Chairman of the Board and                  November __, 2001
--------------------------------------------      Chairman of Authoriszor Inc.
Raymond G.H. Seitz

  /s/ Paul Ayres                                  Chief Executive Officer                    November 5, 2001
--------------------------------------------      (Principal Executive Officer),
      Paul Ayres                                  President and Director


                *                                 Director                                   November __, 2001
--------------------------------------------
Don. D. Box
                                                  Chief Financial Officer
  /s/ Andrew Cussons                              (Principal Financial Officer),             November 5, 2001
--------------------------------------------      Secretary  and Director
Andrew Cussons

                 *                                Director                                   November __, 2001
--------------------------------------------
James. L. Jackson

                                                  Director                                   November __, 2001
--------------------------------------------
Sir Malcolm Rifkind

                 *                                Director                                   November __, 2001
--------------------------------------------
Godfrey S. Shingles

                 *                                Director                                   November __, 2001
--------------------------------------------
David R. Wray

*By:                                                                                         November 5, 2001
    ----------------------------------------
      Paul Ayres
      Attorney-in-Fact

</TABLE>

                                       24
<PAGE>


                                INDEX TO EXHIBITS


     Exhibit No.                            Description
     -----------                            -----------

         2.1        Agreement and Plan of Merger, dated July 29, 1996, and among
                    Toucan Gold  Corporation  and Starlight  Acquisitions,  Inc.
                    (incorporated  by reference  from the Current Report on Form
                    8-K dated July 29, 1996, Exhibit 2.1).
         2.2        Share Exchange  Agreement,  dated May 10, 1996, by and among
                    Starlight  Acquisitions,  Inc.  and  Toucan  Mining  Limited
                    (incorporated  by reference  from the Current Report on Form
                    8-K dated May 13, 1996, Exhibit 2).
         2.3(4)     Share Sale Agreement regarding ITIS Technologies Ltd., dated
                    July 22, 1999, by and among David J.  Blanchfield,  James L.
                    Jackson,  David R. Wray, Barry Jones, Ian McNeill and Toucan
                    Gold Corporation. (Exhibit 10.1)
         2.4(12)    Stock  Purchase  Agreement,  dated as of May 8, 2001, by and
                    among  Authoriszor Inc.,  Authoriszor  Holdings Ltd. and the
                    Shareholders named therein (Exhibit 2.1).
         2.5(12)    Subscription  Agreement,  dated  as of May 8,  2001,  by and
                    among  Authoriszor  Inc.,  Authoriszor  Holdings Ltd.,  WRDC
                    Limited and the Shareholders named therein (Exhibit 2.2).
         2.6(12)    Articles of Association of WRDC Limited,  dated as of May 8,
                    2001 (Exhibit 2.3).
         2.7(12)    Deed of  Mortgage,  dated as of May 8, 2001,  by and between
                    Authoriszor Inc., Garcia Hanson and Brian Edmondson (Exhibit
                    2.4)
         2.8(14)    Stock Purchase  Agreement,  dated as of July 3, 2001, by and
                    among Authoriszor Holdings Ltd., Logsys Holdings Limited and
                    Stewart Leslie Ashton (Exhibit 2.1)
         3.1        Certificate  of  Incorporation  of Toucan  Gold  Corporation
                    filed on July 22,  1996 with the  Secretary  of State of the
                    State  of  Delaware  (incorporated  by  reference  from  the
                    Current  Report on Form 8-K  dated  July 29,  1996,  Exhibit
                    4.1).
         3.2        Amendment  to our  Certificate  of  Incorporation  filed  on
                    August 25,  1999,  with the  Secretary  of State of Delaware
                    (incorporated  by reference to our Quarterly  Report on Form
                    10-QSB for the quarter  ended  September  30, 1999,  Exhibit
                    3.1)
         3.3(13)    Bylaws of  Authoriszor  Inc.,  as  amended  March  21,  2001
                    (Exhibit 3.1).
         4.1(3)     Option  Agreement,  dated September 27, 1997, by and between
                    L. Clark Arnold and Toucan Gold Corporation (incorporated by
                    reference  to  Exhibit  10.2 to our  Annual  Report  on Form
                    10-KSB for the period ended December 31, 1997)
         4.2(3)     Amendment Number One to Stock Option Agreement,  dated as of
                    April 27,  1999,  by and between L. Clark  Arnold and Toucan
                    Gold Corporation (Exhibit 4.2)
         4.3(3)     Amended and  Restated  Stock Option  Agreement,  dated as of
                    April 1, 1999, by and between  Robert P. Jeffcock and Toucan
                    Gold Corporation (Exhibit 4.4)
         4.4(3)     Option  Agreement,  dated  February 2, 1998,  by and between
                    Robert A. Pearce and Toucan Gold  Corporation  (incorporated
                    by reference  to Exhibit  10.4 to our Annual  Report on Form
                    10-KSB for the period ended December 31, 1997)




<PAGE>

         4.5(3)     Amendment Number One to Stock Option Agreement,  dated as of
                    April 27, 1999,  by and between  Robert A. Pearce and Toucan
                    Gold Corporation (Exhibit 4.6)
         4.6(3)     Amended and  Restated  Stock Option  Agreement,  dated as of
                    April 1, 1999,  by and between David  Carmichael  and Toucan
                    Gold Corporation (Exhibit 4.8)
         10.1(1)    Warrant  Agreement,  dated  July 29,  1996,  by and  between
                    Toucan Gold Corporation and R. Haydn Silleck (Exhibit 10.1).
         10.2(1)    Warrant Agreement dated July 29, 1996, by and between Toucan
                    Gold Corporation and John B. Marvin (Exhibit 10.2).
         10.3(1)    Warrant Agreement dated July 29, 1996, by and between Toucan
                    Gold Corporation and Peter S. Daley (Exhibit 10.3).
         10.4(1)    Warrant Agreement dated July 29, 1996, by and between Toucan
                    Gold Corporation and Jay Lutsky (Exhibit 10.4).
         10.5(2)    Agreement  for the sale  and  purchase  of the  whole of the
                    issued share capital of Anagram  Limited,  dated December 3,
                    1998, among Toucan Mining Limited,  Toucan Gold Corporation,
                    Inc. and Minmet Plc (Exhibit 10.1).
         10.6(2)    Supplemental Agreement,  dated December 3, 1998 among Toucan
                    Mining Limited, Toucan Gold Corporation, Inc. and Minmet Plc
                    (Exhibit 10.2).
         10.7(2)    Option Agreement Regarding Mineradora De Bauxita Ltda, dated
                    December 3, 1998,  among Toucan Mining Limited,  Toucan Gold
                    Corporation, Inc. and Anagram Limited (Exhibit 10.3).
         10.8(2)    Agreement  for the purchase of the whole of the issued share
                    capital of  Mineradora de Bauxita  Ltda,  dated  December 3,
                    1998 among Toucan Mining Limited,  Toucan Gold  Corporation,
                    Inc. and Anagram Limited (Exhibit 10.4).
         10.9(2)    Form of Minmet Plc Warrant Instrument (Exhibit 10.5).
         10.10(4)   Deed of  Indemnity,  dated July 22, 1999, by and among David
                    J.  Blanchfield,  James L.  Jackson,  David R.  Wray,  Barry
                    Jones,  Ian McNeill and Toucan  Gold  Corporation.  (Exhibit
                    10.2)
         10.11(4)   Letter of  Appointment,  dated July 22, 1999, by and between
                    David J.  Blanchfield and ITIS  Technologies  Ltd.  (Exhibit
                    10.3)
         10.12(4)   Letter of  Appointment,  dated July 22, 1999, by and between
                    James L. Jackson and ITIS Technologies Ltd. (Exhibit 10.4)
         10.13(4)   Letter of  Appointment,  dated July 22, 1999, by and between
                    David R. Wray and ITIS Technologies Ltd. (Exhibit 10.5)
         10.14(4)   Engagement  Letter,  dated July 22, 1999, by and between CCM
                    Ventures Ltd. and ITIS Technologies Ltd. (Exhibit 10.7)
         10.15(4)   Engagement  Letter,  dated  July 22,  1999,  by and  between
                    Robert Jeffcock and Toucan Gold Corporation. (Exhibit 10.8)
         +10.16     Consulting  Agreement,  dated  September  23,  1999  by  and
                    between   Sir   Malcolm   Rifkind   and   Authoriszor   Ltd.
                    (incorporated  by reference to our Quarterly  Report on Form
                    10-QSB for the quarter  ended  September  30, 1999,  Exhibit
                    10.9)
         +10.17(5)  Executive Employment Agreement, dated as of January 1, 2000,
                    by and between  Authoriszor  Inc.  and Richard A.  Langevin.
                    (Exhibit 10.1)
         +10.18(5)  Authoriszor Inc. 1999 Stock Plan. (Exhibit 10.2)
         +10.19(7)  Form of Agreement  under the 1999 Stock Plan and Schedule of
                    Agreements
         +10.20(5)  Agreement,   dated   November  12,  1999,   by  and  between
                    Authoriszor Inc. and Raymond G. H. Seitz (Exhibit 10.4)
         +10.21(5)  Consulting  Agreement,  dated  September  23,  1999,  by and
                    between  Authoriszor  Inc. and Sir Malcolm Rifkind  (Exhibit
                    10.5)
         +10.22(5)  Stock Option  Agreement,  dated as of September 23, 1999, by
                    and  between  Authoriszor  Inc.  and  Sir  Malcolm  Rifkind.
                    (Exhibit 10.6)
         10.23(5)   Placing  Agreement,  dated as of January  28,  2000,  by and
                    among  Authoriszor  Inc., Beeson Gregory Limited and certain
                    Directors of Authoriszor Inc. (Exhibit 10.7)
         10.24(5)   Supplemental  Placing  Agreement,  dated as of  February  9,
                    2000, by and among  Authoriszor Inc., Beeson Gregory Limited
                    and certain Directors of Authoriszor Inc. (Exhibit 10.8)
         10.25(5)   Registration  Rights Agreement,  dated February 16, 2000, by
                    and between  Authoriszor  Inc. and Beeson  Gregory  Limited.
                    (Exhibit 10.9)
         10.26(5)   Lock-up   Agreement,   dated  January  2000,  by  and  among
                    Authoriszor  Inc.,  Beeson Gregory Limited and Raymond Seitz
                    and others. (Exhibit 10.10)
         10.27(5)   Deed of  Covenant,  dated as of February  22,  2000,  by and
                    among  Authoriszor  Holdings Ltd.,  WRDC Limited and certain
                    persons named in Schedule 1 to the Deed. (Exhibit 10.11)





<PAGE>

         10.28(5)   Shareholders'  Agreement,  dated as of January 27, 2000,  by
                    and among  Authoriszor  Holdings  Ltd.,  WRDC  Limited,  the
                    shareholders of WRDC Limited and Authoriszor Inc.,  relating
                    to WRDC Limited. (Exhibit 10.12)
         10.29(5)   Letter  Agreement,  dated  February 22, 2000, by and between
                    Authoriszor  Holdings Ltd. and WRDC Limited regarding credit
                    facility. (Exhibit 10.13)
         10.30(5)   Letter  Agreement,  dated  February 22, 2000, by and between
                    Authoriszor  Holdings Ltd. and WRDC Limited regarding credit
                    facility. (Exhibit 10.14)
         10.31(6)   Share Sale  Agreement,  dated as of January 28, 2000, by and
                    between  Authoriszor  Inc. and Golden  Ridge Group  Limited.
                    (Exhibit 2.1)
         +10.32(7)  Stock Option Agreement, dated as of January 1, 2000, between
                    Authoriszor Inc. and Richard A. Langevin (Exhibit 10.33).
         +10.33(7)  Stock Option Agreement, dated as of January 1, 2000, between
                    Authoriszor Inc. and Richard A. Langevin (Exhibit 10.34).
         +10.34(7)  Stock Option Agreement, dated as of January 1, 2000, between
                    Authoriszor Inc. and Richard A. Langevin (Exhibit 10.35)
         +10.35(7)  Stock Option Agreement, dated as of January 1, 2000, between
                    Authoriszor Inc. and Richard A. Langevin (Exhibit 10.36).
         +10.36(7)  Stock  Option  Agreement,  dated  as of  November  1,  1999,
                    between Authoriszor Inc. and Raymond Seitz (Exhibit 10.37).
         10.37(7)   Lease  Agreement,  dated  as  of  April  28,  2000,  between
                    Authoriszor  Inc. and  Massachusetts  Mutual Life  Insurance
                    Company (Exhibit 10.38).
         10.38(7)   Consulting  Agreement,  dated  as  of  April  2000,  between
                    Authoriszor Inc. and Fred Sawin (Exhibit 10.39).
         10.39(7)   Employment  Agreement,  dated as of March 15, 2000,  between
                    Authoriszor Inc. and Ed Vasko (Exhibit 10.40).
         10.40(8)   Consulting   Agreement,   dated   July  1,   2000,   between
                    Authoriszor  Inc.  and  Commercial  Technology  Ltd (Exhibit
                    10.40).
         10.41(8)   Reimbursement  Agreement,   dated  September  28,  2000  and
                    effective as of October 1, 1999,  between  Authoriszor  Inc.
                    and Authoriszor Ltd. (Exhibit 10.41).
        +10.42(9)   Letter  Agreement,  dated  as of  September  30,  2000,  and
                    executed as of October 31, 2000, by and between  Authoriszor
                    Inc. and Godfrey S. Shingles (Exhibit 10.1).
       +10.43(9)    Letter of Employment, dated October 16, 2000, by and between
                    Authoriszor Inc. and Alec P. Karys (Exhibit 10.2).
       +10.44(9)    Letter of Employment,  dated October 4, 2000, by and between
                    Authoriszor Inc. and Paul Ayres (Exhibit 10.3).
        10.45(9)    Consulting  Agreement,  dated July 21, 2000,  by and between
                    Authoriszor Inc. and Edward F. Rogers (Exhibit 10.4).
      +10.46(10)    Authoriszor Inc. 2000 Omnibus Stock and Incentive Plan.
       +10.47(7)    Letter of  Employment,  dated May 1,  2000,  by and  between
                    Authoriszor Inc. and Fred Sawin (Exhibit 10.39)
      +10.48(11)    Severance  and  Release  Agreement,  dated as of January 29,
                    2001,  by  and  between  Authoriszor  Inc.  and  Richard  A.
                    Langevin.
     +10.49(11)     Stock Option Agreement, dated as of January 31, 2000, by and
                    between Authoriszor Inc. and Richard A. Langevin.
     +10.50(12)     Service  Agreement,  dated as of May 8,  2001,  by and among
                    Authoriszor  Inc.  and Garcia  Hanson.  Form of Stock Option
                    Agreement,  dated  as of May 8,  2001,  by and  between  the
                    Authoriszor  Inc.  and each of the  former  holders  of WRDC
                    Options (Exhibit 10.1).
     +10.51(12)     Form of Stock Option Agreement,  dated as of May 8, 2001, by
                    and  between  the  Authoriszor  Inc.  and each of the former
                    holders of WRDC Options (Exhibit 10.2).
      10.52(15)     Sublease  Agreement,  effective  as of July 1, 2001,  by and
                    between Authoriszor Inc. and Directech, Inc.
     +10.53(15)     Stock Option Agreement,  dated as of October 7, 2000, by and
                    between Authoriszor Inc. and Paul Ayres.
     +10.54(15)     Stock Option Agreement, dated as of October 16, 2000, by and
                    between Authoriszor Inc. and Alec Karys.
     +10.55(15)     Stock Option  Agreement,  dated as of November 10, 2000,  by
                    and between Authoriszor Inc. and Don Box.
     +10.56(15)     Stock Option Agreement, dated as of October 18, 2000, by and
                    between Authoriszor Inc. and Geoff Shingles.




<PAGE>

     +10.57(15)     Form of Stock Option  Agreement  by and between  Authoriszor
                    Inc. and various  employees with respect to the  Authoriszor
                    Inc. 2000 Omnibus Stock and Incentive Plan.
     +10.58(15)     Stock Option Agreement, dated as of February 9, 2001, by and
                    between Authoriszor Inc. and Paul Ayres.
     +10.59(15)     Stock Option Agreement, dated as of February 9, 2001, by and
                    between Authoriszor Inc. and Andrew Cussons.
     +10.60(15)     Stock Option Agreement, dated as of February 9, 2001, by and
                    between Authoriszor Inc. and Alec Karys.
     +10.61^        Stock Option  Agreement,  dated as of July 21, 2000,  by and
                    between Authoriszor Inc. and EFR LLC.
      23.1^         Consent of Grant Thornton

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

^        Filed herewith.
+        Compensation plan, benefit plan or employment contract or arrangement.
(1)      Incorporated by reference to the exhibit shown in parenthesis  included
         in our Annual  Report on Form 10-KSB for the period ended  December 31,
         1996, filed by us with the Securities and Exchange Commission.
(2)      Incorporated by reference to the exhibit shown in parenthesis  included
         in our Current Report on Form 8-K, filed January 5, 1999 by us with the
         Securities and Exchange Commission.
(3)      Incorporated  by reference to the exhibit shown in  parenthesis  to our
         Registration  Statement  on Form  S-8  filed  with the  Securities  and
         Exchange Commission on January 10, 2000.
(4)      Incorporated by reference to the exhibit shown in parenthesis  included
         in our Current  Report on Form 8-K, filed by us with the Securities and
         Exchange Commission on August 6, 1999.
(5)      Incorporated by reference to the exhibit shown in parenthesis  from our
         Quarterly  Report on Form 10-QSB for the  quarter  ended  December  31,
         1999.
(6)      Incorporated by reference to the exhibit shown in parenthesis  from our
         Current  Report on Form 8-K,  filed by us on February 14, 2000 with the
         Securities and Exchange Commission.
(7)      Incorporated by reference to the Exhibit shown in parenthesis  from our
         Registration  Statement  on Form S-1,  filed by us on May 18, 2000 with
         the Securities and Exchange Commission.
(8)      Incorporated by reference to the exhibit shown in parenthesis  from our
         Annual  Report on Form 10-KSB,  filed by us on September  29, 2000 with
         the Securities and Exchange Commission.
(9)      Incorporated by reference to the exhibit shown in parenthesis  from our
         Quarterly Report on Form 10-QSB,  filed by us on November 14, 2000 with
         the Securities and Exchange Commission.
(10)     Incorporated  by reference  to Appendix A contained  in our  definitive
         Proxy  Statement  pertaining to the 2000 Annual Meeting of Stockholders
         filed with the Securities  and Exchange  Commission on October 10, 2000
         pursuant to Regulation 14A.
(11)     Incorporated by reference to the exhibit shown in parenthesis  from our
         Current Report on Form 8-K filed by us with the Securities and Exchange
         Commission on January 30, 2001.
(12)     Incorporated by reference to the exhibit shown in parenthesis  from our
         Current Report on Form 8-K filed by us with the Securities and Exchange
         Commission on May 9, 2001.
(13)     Incorporated by reference to the exhibit shown in parenthesis  from our
         Quarterly  Report on Form 10-QSB  filed by us with the  Securities  and
         Exchange Commission on February 14, 2001.
(14)     Incorporated by reference to the exhibit shown in parenthesis  from our
         Current Report on Form 8-K filed by us with the Securities and Exchange
         Commission on July 16, 2001.
(15)     Previously  filed as the  exhibit  indicated  contained  in our  Annual
         Report on Form  10-KSB  filed by us with the  Securities  and  Exchange
         Commission on October 22, 2001.