U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB

|X|  Annual report under Section 13 or 15 (d) of the Securities  Exchange Act of
     1934 for the fiscal year ended June 30, 2000

|_|  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.)

One Van de Graaff  Drive
Suite 502
Burlington, Massachusetts                                        01803-5188
----------------------------------------                         ----------
(Address of Principal Executive Offices)                         (Zip code)

                                  781-359-9650
                                  ------------
                (Issuer's Telephone Number, Including Area Code.)

Securities registered under Section 12(b) of the Exchange Act:

         Title of Each Class                               Name of Each Exchange
         -------------------                                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. |X|

State issuer's revenues for its most recent fiscal year:  $121,000
                                                           -------

The  aggregate  market  value  of  the  voting  and  non-voting  stock  held  by
non-affiliates  of the  registrant  as of September  25, 2000 was  approximately
$87,823,910. 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 September  25, 2000,  there were  17,414,081  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

The  Registrant's  definitive  Proxy  Statement  pertaining  to the 2000  Annual
Meeting of  Stockholders  (the "Proxy  Statement")  and filed or to be filed not
later than 120 days after the end of the fiscal year pursuant to Regulation  14A
is incorporated herein by reference into Part III.


<PAGE>


<TABLE>
<CAPTION>



                                                   Authoriszor Inc.

                                                                                                              Page
                                                                                                              ----
<S>             <C>                                                                                            <C>
PART I

                Item 1.  Description of Business...........................................................     1
                Item 2.  Description of Properties.........................................................    12
                Item 3.  Legal Proceedings.................................................................    13
                Item 4.  Submission of Matters to a Vote of Security Holders...............................    13

PART II

                Item 5.  Market for Common Equity and Related Stockholder Matters..........................    13
                Item 6.  Management's Discussion and Analysis or Plan of Operations........................    15
                Item 7.  Financial Statements..............................................................    21
                Item 8.  Changes In and Disagreements with Accountants on Accounting and
                         Financial Disclosure..............................................................    22

PART III

                Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance
                         with Section 16(a) of the Exchange Act............................................    22
                Item 10. Executive Compensation............................................................    22
                Item 11. Security Ownership of Certain Beneficial Owners and Management....................    22
                Item 12. Certain Relationships and Related Transactions....................................    22

PART IV

                Item 13. Exhibit List and Reports on Form 8-K..............................................    22

SIGNATURES.................................................................................................    26

INDEX TO EXHIBITS..........................................................................................    27

</TABLE>




<PAGE>






                                     PART I

         This report contains  forward-looking  statements within the meaning of
Section 27A of the  Securities Act of 1933, as amended (the  "Securities  Act"),
and  Section  21E of the  Securities  Exchange  Act of  1934,  as  amended  (the
"Exchange Act"). These  forward-looking  statements are subject to certain risks
and  uncertainties  that could cause actual  results to differ  materially  from
historical  results or  anticipated  results,  including  those set forth  under
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and elsewhere in, or incorporated by reference into, this report.

         Unless the context otherwise  requires,  "Authoriszor,"  the "Company,"
"we,"  "our," "us" and  similar  expressions  refers to  Authoriszor  Inc.,  its
subsidiaries and predecessors.

                         Item 1: Description of Business

History

         Our predecessor was incorporated as a Colorado corporation  on  January
20, 1989 under the name Starlight  Acquisitions Inc. On May 10, 1996,  Starlight
Acquisitions  Inc.  acquired  Toucan Mining Plc (then named Toucan Mining Ltd.),
incorporated in the Isle of Man, the holding company of a mining group operating
in South America.

         On July 29, 1996, Starlight Acquisitions,  Inc. was reincorporated as a
Delaware  corporation  on July 22, 1996 under the name Toucan Gold  Corporation.
Effective June 30, 1999, Toucan Mining Plc sold its sole operating subsidiary to
Minmet Plc  ("Minmet"),  a company  listed on the Irish Stock  Exchange  and the
London Stock Exchange, in consideration for the issue of Minmet ordinary shares,
the grant of warrants and other consideration.  Funding of the consideration for
the  transaction  was  completed on July 15, 1999. On July 22, 1999, we acquired
the whole of the issued share  capital of  Authoriszor  Limited,  which was then
named ITIS Technologies Limited ("ITIS"),  whose business comprised the basis of
our current  business.  On August 25, 1999,  our name was changed to Authoriszor
Inc., and the name of our subsidiary was changed to Authoriszor Limited ("AL").

         On January 12, 2000,  Authoriszor  Holdings  Limited  ("AHL"),  a newly
created  wholly-owned  subsidiary of Authoriszor Inc., acquired the whole of the
issued share capital of AL as part of an intra-group reorganization.

         On January 27, 2000, we sold our wholly-owned subsidiary, Toucan Mining
Plc, to Golden Ridge Group  Limited for an aggregate  consideration  of $809,750
((pound)500,000) in cash. On the same date, Toucan Mining Plc agreed to transfer
to  Authoriszor  the  beneficial  interest  in  2,000,000  shares in Minmet  and
warrants to subscribe  for ordinary  shares of Minmet at a price of  (pound)0.08
per share for a further  7,700,000  shares  in  Minmet  for a  consideration  of
(pound)1.

General

         We provide a patent-pending  security  solution which secures 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.  Our product  suite and processes  enable a
corporation to provide secure access to the information on its Web server to its
customers, suppliers, employees and public visitors from the Internet, according
to their pre-determined security profile.

         We  believe  our  solution  to be  innovatively  different  from  other
security solutions available today. Our solution provides security by securing a
customer's Website,  corporate  information assets and contents offline,  making
this  information  completely  inaccessible,  except  through the customer's Web
server. This process eliminates any direct contact between the person requesting
information and the corporate information assets.

         Each  request for  corporate  information  is  submitted to the server.
Then,  by using  silent  security  verification  not  apparent to the user,  the
Authoriszor  product  suite  identifies,  authenticates  and, if  authenticated,
authorizes the request to proceed. To be authenticated by a server which has our
product suite  installed,  the end user and the user's computer or terminal must
be  validated.   Our  profile  selector  ensures  that  the  person   requesting
information  is  only  provided  with   information  to  which  such  person  is
authorized.  Validated  requests for  information  are handled by the  protected

                                       1

<PAGE>

server,  which creates pseudo uniform resource locators that disconnect the name
of the data source and the location of the data on the corporate Web server.

         Our virtual  publisher then creates a response in the form of a virtual
Web page and, after ensuring that no changes have occurred in the environment or
device of the person  requesting  information  since the request was  submitted,
which  ensures  that  requestor  transmissions  have  not been  intercepted  nor
impersonated,  and that the requestor  identity is still the original  requestor
that  commenced the session,  sends the  requestor  the Web page of  information
off-line,  publishing it through a virtual page publishing  system.  Our product
suite then  immediately  destroys the virtual Web page response that was sent to
the person requesting information.

         The  benefit  of our  product  suite  is that it has been  designed  to
provide an added dimension of security to existing security products, such as:

         o        firewalls;

         o        virtual private networks;

         o        encryption;

         o        security tokens;

         o        smart cards; and

         o        biometrics.

Customer  investments in these other security  technologies can be preserved and
combined with our product suite.

Industry Background

The Growth of the Internet and Electronic Business

         The   continued   growth  of  the  Internet  and  advances  in  network
technologies  have  fundamentally  changed the way business is conducted.  These
developments,  as well as advances in broadband and wireless technologies,  have
allowed  organizations to make available their corporate  computer  networks and
applications  to a wide range of users.  This offers  businesses the opportunity
both to enhance  revenues by more efficiently  accessing  existing and potential
customers,  and to reduce costs by removing supply chain layers and streamlining
distribution through extranets and the Internet.

         Electronic  business,  or the ability to conduct business  online,  has
become  critical  for  many  organizations.   Examples  of  electronic  business
applications include supply chain management,  online banking, document sharing,
both inside and outside the organization,  order-entry  systems,  government tax
filing   systems,   marketing  on  the  Internet,   inventory   management   and
Internet-based commerce-known as E-Commerce.

         Organizations  are increasing  their spending on solutions that provide
the  necessary  infrastructure  to allow  them to  develop  electronic  business
initiatives.  As businesses  implement and extend their  information  technology
infrastructures  to provide  increased  access to their networks,  databases and
applications,  they face significant new challenges.  These  challenges  include
management of distributed computing environments,  functionality of applications
and, critically, security of information and networks.

         The  market  for  Internet  related  electronic  security  products  is
immature. Until recently, such security has been service-based and has primarily
involved custom tailored  solutions.  However,  we believe it will rapidly shift
towards standard products.


                                       2
<PAGE>


         The  following are some of the factors that may influence the growth in
the market for security products:

          o    the growth of network and client/server computing;

          o    the rapid  adoption of the Internet and  Internet  protocols  for
               E-Commerce, intranets, extranets and virtual private networks;

          o    the development of electronic commerce in Europe;

          o    increasing  awareness  of  the  public  relations  and  financial
               consequences of not having a secure network;

          o    national and supranational legislation for trusted third parties;

          o    national and supranational legislation for digital signatures;

          o    the  emergence  of industry  standards,  enabling  inter-operable
               security to be built into standardized products;

          o    the rate of the move towards automated management of key systems;

          o    the  need  for  effective   management  tools  to  control  large
               communities of users, including public key certificate management
               systems;

          o    the move towards doing significant business sight unseen, in some
               cases    across    international    borders,    which    requires
               non-repudiation; and

          o    any change to export standards and regulations.

The Need for a Security Infrastructure for Electronic Business

         The continued  growth of electronic  business  depends in large part on
whether a system for secure and  trusted  communication  can be created  that is
consistent  with  practices  established  in the  non-electronic  world.  In the
non-electronic  world,  trust is established  through  procedures,  policies and
credentials that enable people and organizations to conduct business confidently
and confidentially based upon the following principles:

          o    Authentication-verifying the identity of each party;

          o    Integrity-preventing  alteration of information  by  unauthorized
               persons;

          o    Confidentiality-preventing  disclosure of  information in transit
               or in storage to unauthorized persons; and

          o    Non-repudiation-preventing   either   party  from   denying   the
               communication or transaction.

         Conventional personal  identification  techniques,  however,  cannot be
used in the electronic business world and, consequently,  an electronic security
framework is required.

                                       3
<PAGE>


         A number of  techniques  have been  devised  that seek to  implement an
electronic security framework. These techniques may be broadly categorized as:

<TABLE>
<CAPTION>



             Technique                             Function                                Perceived Problems/Limitations
<S>                                  <C>                                             <C>
Firewalls.........................   A firewall limits access to a Web server        A user's identity can be "spoofed", i.e. an
                                     according to a set of rules concerning the      unauthorized user may pretend to be someone
                                     identity of the user, message content, access   else who is authorized.
                                     request type, protocol used, etc.
Encryption........................   A technique for "scrambling" a message while    Encrypted messages may be created or read by
                                     in transit or stored such that an intruder may  non-authorized persons if the code is "broken"
                                     not read the content of the message without     or the decryption key is stolen.
                                     having access to the encryption code.
Public Key Infrastructure.........   Public key infrastructure is a generic term     Keys may be stolen, however securely they may
                                     that describes the process of managing the      be stored, with the user being unaware of the
                                     encryption and decryption of messages between   theft, allowing unauthorized decryption of
                                     server and client using complex keys stored     messages.
                                     and authenticated by a trusted authority.
Biometrics........................   A user has many unique biometric                Does not in itself address the issue of
                                     characteristics (fingerprint, retinal scan,     encrypting data during transmission to prevent
                                     etc.) that may be measured to certify the       unauthorized "eavesdropping" nor of managing
                                     identity of a user.                             the level of access available to a user.
Virtual Private Networks..........   Virtual private networks are an extension of    The establishment of the link must be based
                                     hard wired private networks, and once           upon a highly secure user identification
                                     established, a Virtual private network creates  technique, or otherwise a secure route to an
                                     an encrypted link between two or more           unauthorized person could be unknowingly
                                     computers that can be regarded as highly        created.
                                     secure.
Smart cards.......................   Smart cards contain embedded electronic         They can be stolen and some may be
                                     identity information that, when used as part    fraudulently duplicated.
                                     of the log-on process, can help to verify a
                                     user's identity.

</TABLE>

The  techniques  listed above are embodied in a variety of products  provided by
many companies, a few of which are listed below:

          o    Public key  infrastructure-Verisign  Inc., Baltimore Technologies
               Plc

          o    Firewalls-Checkpoint    Software    Technologies   Ltd.,   Ascend
               Communications Inc., Cisco Systems Inc., Raptor Systems Inc.

          o    Encryption-RSA Security Inc., Verisign Inc.

          o    Smart cards-GemPlus Group, Hewlett-Packard Company, Bull S.A.

          o    Virtual private  networks-Checkpoint  Software Technologies Ltd.,
               Intel  Corporation,  Microsoft  Corporation,  Novell Inc.,  Cisco
               Systems Inc.

          o    Biometrics-Viisage Technology, Inc.

         Despite the existence of these techniques and products, there have been
security  breaches into company servers.  Many companies have reported  security
breaches where people have gained unauthorized access to their server and gained
access to confidential and valuable information.

         Our  product  suite  provides  an  environment   with  strong  positive
identification  of the user and his  equipment,  coupled  with a set of  network
management  tools,  that allow the management of a server's  security  policy to


                                       4
<PAGE>

determine  exactly who gets  access to various  classes of  information  and /or
applications  by reference to the user's  profile,  which is itself  stored in a
secure location.  The Authoriszor  product suite may be used in conjunction with
existing techniques to enhance the level of security available.

         Importantly,  access to an application  hosted on a server protected by
our product suite requires only a Web browser at the client site together with a
small  Authoriszor  component that may be freely  downloaded from our Website or
distributed through CD-ROM.

         Reviewing the requirements  identified above for electronic security in
business with respect to our product suite:

<TABLE>
<CAPTION>

<S>                              <C>
Authentication................   The Authoriszor product suite has strong in-built client ID verification
                                 that may be extended to incorporate other techniques.
Integrity.....................   All access to a Web server is managed and controlled by the Authoriszor
                                 management console.
Confidentiality...............   Data and applications are stored where they cannot be accessed by the
                                 Internet, and the requested data is transmitted using the user's preferred
                                 encryption methodology.
Non-repudiation...............   The Authoriszor product suite maintains a full audit trail of access to
                                 applications and information.

</TABLE>

The Authoriszor Solution

         We have  developed a suite of software  products  that  manages  users'
access to a  company's  Web  server  and the level of  information  that is made
available to users once they have gained such  access.  This package of products
has been approved by Microsoft as an official Microsoft Backoffice Logo product.

         Access to information is controlled as follows:

          o    each user  seeking  access to a server  protected  by our product
               suite  is  positively  identified  as  either  "public"  or as an
               individual "authorized client";

          o    once  an  authorized  client  has  gained  access  to the  server
               protected by our product  suite,  the level of  information  made
               available to that authorized client is monitored according to the
               pre-determined  security  profile  of the  authorized  client  in
               question;

          o    generic content is delivered to public users so that they are not
               alerted to the fact that their access to secured  information has
               been denied;

          o    a record  is  automatically  made of any  attempted  unauthorized
               access by a public user,  although again the public user will not
               be alerted to this;

          o    the  secured  information  delivered  to  authorized  clients  is
               generated from a remote protected  off-line source, so that there
               exists no static on-line page containing the secured  information
               that could be  "hacked"  and no route or portal  through  which a
               hacker may gain access to the secured information; and

          o    any  "alien"  files  deposited  on the  server  protected  by our
               product suite are continuously and automatically purged.

         The following paragraphs describe the products involved in this process
in more detail:


                                       5

Positive ID

         A component of the Authoriszor software product,  known as Positive ID,
checks the identity of the computer  seeking access to a server protected by our
product  suite,  or to a number of different  servers,  according to a number of
unique attributes including hardware and software parameters.  In this way, each
user  is  identified  as  public  or  as an  individual  authorized  client.  An
individual  authorized  client is a person who the  company  has set up as being
authorized to have a specified level of access to private  company  information.
For example,  an existing  customer  could be authorized to have access to stock
levels and delivery schedules;  whereas,  the company's chief executive could be
authorized to have access to all  information.  Identification  is based upon an
individual  client  identification  key for each authorized  client. If a client
identification key is copied, it will automatically cause a record to be made of
such event and the reason for the event.  This  matter can then be dealt with in
accordance with defined security policy. A user is continually  monitored during
the period of access,  as well as during initial access or re-access.  Users are
not alerted to this on-going authentication process.

         Once an authorized  client has gained access to the server protected by
our product suite, the level and type of information delivered to him or her can
be varied according to the  characteristics of their client  identification key.
Certain  information  can be  reserved  for  specified  groups  of  users or for
individual  users. In this way, network  performance can be optimized by sending
only data that is  appropriate  to the client in  question;  for  example,  on a
simple level,  an audio file will not be sent to a  configuration  with no sound
card. In addition,  the product is extendable,  so that future  developments  in
smartcards,  biometrics and other  technologies can be incorporated as required.
The Positive ID product,  therefore,  specifically  addresses  the need for high
level authentication, privacy protection and security.

Profile Selector

         Once an authorized  client has gained  access to a server  protected by
our product suite,  our Profile  Selector  product profiles the client to select
the information  appropriate for that authorized client, whether in terms of his
or her level of  authorization,  the  compatibility of his or her system and the
capacity  of his  system to cope with the  information  available  or his or her
personal characteristics,  such as the language he or she speaks. The ability to
create  profiles  for groups and  individual  clients  means  that  security  is
precisely configurable.

Private Pages

         Access to standard Web pages on the Internet is gained through  uniform
resource  locators,  which are addresses for real Web content,  including actual
pages in static Hypertext Markup Language and scripts for dynamic pages.  With a
conventional  Web server that is not protected by Authoriszor,  hackers are able
to gain  access  to page  sources  and  scripts  through  the  uniform  resource
locators, which, in turn, enables them to gain access to the server.

         Our Private Pages product  implements pseudo uniform resource locators.
A pseudo uniform  resource  locator is a specification  for a page that does not
exist on the Web server but is instead  generated from a remote off-line source.
A pseudo uniform  resource  locator is  constructed  according to the profile of
each  individual  authorized  client.  It  exists  only  for the  time  taken to
construct  and  transmit  it to the  client.  No actual  page or  script  exists
on-line.

         On any request for information by a user, the Authoriszor product suite
uses its virtual page  publication  system to create a temporary page containing
the information  resulting from the information  profiling screening  procedure.
This  virtual  page is sent to the client in exactly the same way as a requested
uniform resource locators but is then immediately  deleted from the system.  The
virtual  page  exists  only for the amount of time  necessary  to send it to the
requesting client.

         The  source  information  for  pages  is  stored  off-line  where it is
inaccessible  from  the Web and  may  even be  stored  on  other  computers  not
connected to the Internet. In this way, information is protected from hackers.

         If required,  the  Authoriszor  product suite can also encrypt the page
for transmission using industry standard encryption methods.

                                       6
<PAGE>


         Pseudo uniform resource  locators  contain  different levels of content
for different types of clients. For example:

<TABLE>
<CAPTION>

Intended Recipient                                Possible Content
------------------                                ----------------
<S>                                               <C>
Public..........................................  Description of product.
                                                  Product graphics.
                                                  Overview of product features and benefits.
Product Dealer..................................  Description of product.
                                                  Product graphics.
                                                  Overview of product features and benefits.
                                                  Dealer pricing details.
Product Distributor.............................  Description of product.
                                                  Product graphics.
                                                  Distributor pricing details.
Product Service Center..........................  Description of product.
                                                  Product graphics.
                                                  Spare parts pricing details.
                                                  Product recall information.
</TABLE>

         The Authoriszor  product is designed to ensure that pages are generated
in response to all  information  requests;  even  unidentified  clients  receive
publicly  available  information.  This means that hackers are not made aware of
their refused access.

Active Surveillance

         Our Active  Surveillance  product  protects  the user site against file
deposition  attacks.  A file  deposition  attack  takes  the form of a file or a
series of files deposited,  sometimes through the firewall, and designed to take
unwanted  action.  For  example,  a file  deposition  attack  may  overflow  its
allocated  space  until it fills  available  disk and memory  space  effectively
bringing the  computer to a halt.  These are known as buffer  overflow  attacks.
Alternatively,  a file deposition attack may be designed to respond to a defined
set of circumstances that will enable it to find the effective control center of
the  system-the  Web  root.  This  enables  the file  deposition  attack to take
whatever  action it likes with  respect to the Web  content or content  accessed
from  the  Web  root by  scripting  programs.  Active  Surveillance  sweeps  the
protected  server every few seconds and  institutes  the user  defined  security
procedure  on any files it does not  recognize  as having been  present for more
than a pre-determined time.

Our Strategy

         We intend to become one of the leading providers of electronic security
solutions worldwide.  The principal elements of our strategy to achieve this are
as follows:

 Technological  leadership. We believe that we offer innovative and high quality
Web  security  solutions.  We  intend to  maintain  this  technological  lead by
devoting  substantial  resources to product  research and  development,  and, if
appropriate, by acquiring new products and technologies.  In addition, we intend
to increase the current functionality of our solutions, which we anticipate will
create further sales  opportunities  and additional  technological  barriers for
others. We will continue to focus on open, flexible and scalable solutions while
broadening the scope of our electronic security solutions.

 Global presence.  We intend to be a leading provider of Web security  solutions
to large  enterprises  in Europe and North America and other high growth markets
by expanding our sales and marketing and support organizations.  To this end, we
have  increased  our staff to 57 employees  as of  September 1, 2000,  including
Richard A. Langevin,  our Chief Executive  Officer,  President and Interim Chief
Financial Officer

 Target new industry sectors and commercial certificate authorities.  We plan to
continue  to focus our sales  and  marketing  efforts  on  industries  where Web
security is essential. These markets are currently:

                                       7
<PAGE>


         o        financial services;

         o        healthcare services;

         o        high-technology;

         o        government branches; and

         o        large enterprises.

We intend to target leading  institutions  in these markets and will also target
digital   certificate  service  providers,   known  as  commercial   certificate
authorities or trusted third parties.

 Develop strategic  partnerships and customer  relationships.  We are working to
establish   strategic   relationships  with  leading  partners  to  broaden  and
accelerate  the  market  acceptance  of our  Web  security  solutions.  We  will
strategically  target  relationships with companies and other organizations that
we expect to play a  critical  role in the  future of  electronic  business.  We
anticipate  that these  relationships  should help to  facilitate  broad  market
acceptance  of our Web  security  solutions  and we believe  that they will help
achieve our goal of becoming a leading global provider of Web security  products
and services.

 Pursue selective growth  opportunities.  We intend to grow through both organic
expansion as well as through selected  strategic  acquisitions  which we believe
will accelerate product, customer and geographic penetration.

Sales and Marketing

         Since  January  2000,  we have been  expanding  our sales and marketing
organization. Sales staffing has increased from only 2 representatives in the UK
in January  2000 to  currently  14 sales  representatives,  comprised of 5 sales
representatives  in the UK and 9 sales  representatives in the U.S. We have also
increased our marketing staff from 1 representative in the UK in January 2000 to
3 marketing representatives that is comprised of 2 UK representatives and 1 U.S.
representative.  We have also  expanded  our global sales  presence  through the
expansion of our sales  offices.  From January 2000, we have increased our sales
offices  from the  initial 2 UK  offices to a total of 9,  including  7 new U.S.
field offices in Burlington,  Massachusetts,  Providence, Rhode Island, Chicago,
Illinois, St. Louis,  Missouri,  Phoenix,  Arizona, Los Angeles,  California and
Washington, D.C.

         Our overall  sales  objective  is to  maximize  organic  sales  growth,
develop a global brand and achieve a global  capability by continuing to develop
the necessary support infrastructure and establishing sales channels worldwide.

         In addition to direct sales,  we intend to develop  relationships  with
other  entities to market and sell our product suite and  services.  These sales
channels can be categorized as follows:

         o        Application    Service    Provider   Vendors   and   Services.
                  Conventional  Internet service  provider  services provide Web
                  servers  and  email   services   connected  to  the  Internet.
                  Application service providers extend these services to include
                  offering  software  programs,  from payroll or human resources
                  applications   to  a   full   enterprise   resource   planning
                  application.  Our  product  suite is  designed  to  provide an
                  essential  fail-safe  security   environment  for  application
                  service provider Web services and applications;

         o        Product   Re-sellers,   Distributors  and  Sales  Agents.  The
                  companies  and  individuals  in this  category that we seek to
                  work with are, typically,  geographically focused and offering
                  local market knowledge and contacts and sales skills;

         o        Original  Equipment   Manufacturers,   including   Application
                  Development   Companies.   These  companies  tend  to  operate
                  worldwide and embed security  solutions into their own product
                  offerings.  They  tend  to  offer  developed  sales  channels,
                  established customer bases and brand recognition; and

         o        Consultants,  Value Added Resellers,  Systems  Integrators and
                  Worldwide Information  Technology Vendors. These are companies
                  and individuals  that may sell or recommend some or all of the
                  elements of our product suite to enhance their own solution.

                                       8
<PAGE>


         All of these types of sales channels will assist us by providing access
to new  geographic  areas and markets and the capacity to further  penetrate our
existing markets.

         Our Website is also a major marketing tool and the primary way in which
some potential customers will judge us and our product suite. We anticipate that
in the future it may become a significant  sales channel and our primary support
channel.

         We are also  seeking  to discuss  partnership  agreements  with  system
integrators  and value  added  resellers.  We have  identified  a number of such
opportunities  in the UK,  Germany,  France  and the  U.S.  and  expect  to hold
discussions to set up agreements  covering these countries  during calendar year
2000.

         We are also  seeking  to  further  develop  our  distribution  chain by
acquiring relevant companies or by making strategic equity investments.  We have
acquired  27.2% of the share  capital of WRDC Limited  (25.1% on a fully diluted
basis),  with an option to acquire the balance of its issued share capital after
October 31,  2001.  WRDC Limited  offers  professional  services in  information
technology  focused on core  technologies  of  messaging,  directories,  network
security  and data  communications.  Technology  underpins  all  WRDC  projects,
ranging  from  strategic  and  operational  consultancy,  through the design and
implementation  of  systems  integration  projects,  to the  provision  of fully
managed information technology services.

         From  bases  in  Leeds  and  London,   WRDC  works  with  both  UK  and
international corporate clients from the following sectors:

         o        Financial Services

         o        UK Government

         o        Police

         o        Distribution

         o        Telecommunications

         o        Travel and Tourism

         o        UK Ministry of Defense

         o        Manufacturing

         o        Information Technology

         o        Health

Competition

         We believe that we have no direct  competitors  offering a product with
the same benefits. Other companies offer solutions that contain some of the same
features as our  solution,  but we believe  that none of these  other  solutions
contain the same strength of positive  client  identification  or pseudo uniform
resource  locators,  which we regard as two key functions of our solution and in
respect  of which  patent  applications  have  been  made.  In  addition,  a key
strategic  positioning of the  Authoriszor  product suite is that it complements
existing electronic security products.

         The  markets  in  which  we  operate  are   characterized   by  intense
competition  from  producers  of a variety of security  solutions.  Our indirect
competitors  include  those  companies  listed  in the  section  of this  Report
entitled  "Business-Industry  Background-The Need for a Security  Infrastructure
for Electronic  Businesses." We expect there are other  competitors that we have
not identified.  We believe that we compete with these and our other competitors
on the basis of the quality of our security solution, service level and price.


                                       9
<PAGE>





         We expect to face  further  competition  from new market  entrants  and
possible alliances between competitors in the future. Certain of our current and
potential future competitors have greater financial, technical, market and other
resources than we do. As a result, these competitors may be able to respond more
quickly to new or emerging technologies and changes in client requirements or to
devote  greater  resources  to the  development,  promotion  and  sales of their
services than we can.

         There can be no assurance that we will be able to compete  successfully
with existing or new  competitors or that  competition  will not have a material
adverse effect on our business, financial condition and operating results.

Intellectual Property Rights

         We rely on a  combination  of  copyright,  trademark,  service mark and
trade secret laws,  confidentiality  procedures and contractual  restrictions to
establish  and protect the  proprietary  rights in our  software  and  services.
However,  we will not be able to protect  our  intellectual  property  if we are
unable to  enforce  our rights or if we do not  detect  unauthorized  use of our
intellectual property. In addition, these legal protections only provide us with
limited  protection in certain  geographic  areas. If we litigate to enforce our
rights,  it would  be  expensive,  divert  management  resources  and may not be
adequate to protect  our  business.  Our  inability  to protect our  proprietary
technology  could have a material  adverse  effect on our  business,  prospects,
financial condition and results of operations.

         We  have  five  patent  applications   pending  in  the  U.S.  for  our
Authoriszor product suite. However,  because patent applications in the U.S. are
confidential,   we  cannot  rule  out  the  existence  of  earlier-filed  patent
applications  for technology  similar or identical to our product suite,  or the
possibility   that  another  party  may  first  secure   patent   protection  in
substantially similar technology. Therefore, we cannot guarantee that our patent
applications will be successful. We have attempted to extend any successful U.S.
applications  into the UK and other  countries  pursuant  to the  processes  and
procedures  provided by the Paris  Convention  and are currently  evaluating the
necessity of extending any such successful U.S.  patents  pursuant to the Patent
Cooperation  treaties;  however,  patent  applications  for  software  are  more
difficult  to  obtain in some  countries  outside  the U.S.  Even  where  patent
protection is obtained,  we cannot  guarantee that third parties will not oppose
or otherwise  challenge  the patents  granted.  If we do not succeed in securing
patents  in the U.S.,  UK and other  territories,  or if any  granted  patent is
successfully challenged,  we may not be able to prevent the marketing of similar
products based on the underlying technology by other persons in that territory.

         We have copyrights on all aspects of the Authoriszor  product suite and
are in the  process  of  applying  for  UK  trademarks  in  respect  of the  key
Authoriszor logos used for branding.  We are also in the process of implementing
confidentiality  procedures and  contractual  provisions to further  protect our
proprietary rights.  Additional  protection for the software,  documentation and
other  written  materials  is  afforded by trade  secret and, in the U.S.  only,
unfair competition laws. "AUTHORISZOR",  SZ Logo, "A Logo" and "SECURES THE WEB"
are trademarks or registered  trademarks of Authoriszor or its  subsidiaries  in
the United States and other countries.

Research and Development

         We aim to maintain our security software technology leadership position
by continuing  to enhance and broaden our product  offerings.  Through  constant
monitoring of the industry, we plan to identify new security features and trends
in the  marketplace  that are required to maintain  our  competitive  edge.  The
research and  development  team has  currently  identified  several  competitive
enhancements that are being considered for development, such as:

         o        native code conversion to further improve system performance;

         o        implementation of secure file transfer;

         o        expanded user selectable encryption;

         o        active lightweight directory access protocol support; and

         o        the development of extended application programming
                  interfaces.


                                       10
<PAGE>


         Our future  success  will depend,  in part,  on our ability to attract,
retain and motivate highly qualified technical personnel.  On March 15, 2000, we
hired Edward Vasko as Director of Technology for U.S.  operations.  Prior to his
employment with the Company,  Mr. Vasko served as Product Manager,  Security for
the North American software division of Bull S.A.

         We believe  our future  success  will also  depend in large part on our
ability to enhance  and  leverage  our  technologies.  We intend to  continue to
develop new and  innovative  solutions to respond to the needs of our customers.
We  intend  to offer  products  that are  compatible  with  existing  operations
platforms such as UNIX and to seamlessly  integrate our product without the need
for re-registration in the case clients require major upgrades.

         For the one year period ending June 30, 2000, we incurred approximately
$792,000,  including  professional services, in expenses related to research and
development.  We  expect to  continue  to commit  significant  resources  to our
research and  development  team in the future,  including over the course of the
next 12 months.

Authoriszor 2000(TM)

         Authoriszor  2000(TM) was designed to enhance ease-of-use for customers
and offer increased  internet security and access  management  functionality for
its users.  Specifically,  some of the major enhancements  available in this new
software version included:

          o    Security   Profile   Management.   New  user  and  group  profile
               management  functionality designed to lower customers' deployment
               costs and administrative workload;

          o    Single Process Web Site Configuration. The Web Site Import Wizard
               allows  managers and  administrators  to secure an entire website
               using one process;

          o    Multiple  Site  Management.  Authoriszor  2000(TM) is designed to
               provide a unified  view of multiple web sites,  thereby  reducing
               the time involved in website administration.

     Authoriszor  2000(TM)  was  designed to address  certain  B2B  requirements
including:

          o    Protection   from  denial  of  service  attacks  that  disable  a
               corporate  web server by taking  over  available  disk and memory
               space;

          o    Targeted security that is designed to ensure that only authorized
               users see confidential web content;

          o    Multiple  encryption  methods  that are  designed  to protect the
               customer's existing investment in their other security products.


Employees

         As of  September  1,  2000  there  were 57 people  employed  by us on a
full-time basis. Of these, 16 employees were primarily  involved in research and
development, and 21 employees were involved in sales and marketing, 7 in general
administration and support and 13 engaged in professional  services, in addition
to our Chief Executive  Officer,  President and Interim Chief Financial Officer,
Richard  Langevin.  We also employ  free-lance  consultants from time to time to
assist various specific projects.

         Our employees are not  represented by any collective  bargaining  unit,
and we have never experienced a work stoppage. We believe our relations with our
employees to be good. From time to time we also employ  independent  contractors
to support our professional services, product development,  sales, marketing and
business development organizations.

         Our future  success  will depend,  in part,  on our ability to attract,
retain and motivate highly qualified technical and management personnel for whom
competition is intense.  As part of our retention  efforts,  we seek to minimize
turnover  of key  employees  by  emphasizing  the  nature of our work,  our work
environment,  our  encouragement  of technical  enhancements and our competitive
compensation packages.

                        Item 2: Description of Properties

Facilities

         Our   executive   offices   are   currently   located  in   Burlington,
Massachusetts. In May 2000, we signed a commercial real estate lease in order to
move our U.S.  headquarters  from the home office of our Chief Executive Officer
in Natick,  Massachusetts to a permanent location in Burlington,  Massachusetts.
The lease  commenced  on May 1, 2000 and includes  11,950  square feet of office
space. We commenced occupation of this space during the week of May 22, 2000. As
a result, we will incur a rental obligation of approximately  $376,000 per annum
over the term of the five year lease. The Company's operations  headquarters are
currently located on the first floor of a leased facility in Harrogate,  England
consisting  of  approximately  3,132 square feet of office  space.  The rent and
service charge for this facility is approximately  $72,000 per year. The Company
maintains  additional  UK  offices  in a 400  square  foot  leased  facility  in
Birmingham,  England  and a 3,174  square  foot  leased  facility  in  Bradford,
England.  The rent for these  office  spaces  is  approximately  $48,000  in the
aggregate  per year. In the opinion of the  management of the Company,  the U.S.
property in Burlington,  Massachusetts and the UK properties in North Yorkshire,
Birmingham and Bradford are adequately covered by insurance.

         In addition,  during the previous three months, we have recruited field
staff in six major  cities of the U.S.  to  provide  local  sales and  technical
support  to the  marketplace  and  our  customer  base.  As the  operations  are
initially small, we have either  established home office  locations,  as in, for
example, Providence,  Washington, St. Louis and Phoenix, or we have attempted to
locate and rent such other shared office space as was deemed appropriate for the
other field offices.

                                       11
<PAGE>


                            ITEM 3: LEGAL PROCEEDINGS

         We are not currently a party to any pending material legal proceedings,
nor is any of our property the subject of any pending legal proceedings.

           ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         There have been no matters  submitted for vote to the security  holders
through the  solicitation  of proxies or otherwise in the fourth  quarter of the
fiscal year covered by this report.

                                     PART II

        ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock was previously quoted on the OTC Bulletin Board during
some of the periods covered by this table under the symbol "AUOR." Commencing on
May 23, 2000, our common stock was quoted on the NASDAQ  National  Market System
under the symbol  "AUTH."  The  following  table  sets  forth,  for the  periods
indicated,  the  range of high and low bid  price  information  per share of our
common stock.  These  quotations  reflect  inter-dealer  prices,  without retail
mark-up, mark-down or commission and may not represent actual transactions.


                                                                 Bid Price
Calendar Period                                               High       Low

1997
Third Quarter........................................       $1.375     $0.406
Fourth Quarter.......................................        2.125      0.406
1998
First Quarter.... ...................................         1.50      0.625
Second Quarter.......................................         1.06      0.041
Third Quarter........................................        0.875       0.08
Fourth Quarter.......................................         0.53      0.055
1999
First Quarter........................................         0.13       0.05
Second Quarter.......................................       0.0875      0.062
Third Quarter........................................         2.00      0.625
Fourth Quarter.... ..................................        17.00     1.3125
2000
First Quarter........................................       40.875       7.50
Second Quarter (1)...................................        22.50      8.875


(1)      Commencing  on  May  23,  2000,  during  the  "Second  Quarter"  of the
         Company's  fiscal  year,  our  common  stock was  quoted on the  NASDAQ
         National  Market  System  under the  symbol  "AUTH."  Accordingly,  the
         information  concerning  the  price of the  Company's  common  stock as
         traded on the  Nasdaq  National  Market  during  the  "Second  Quarter"
         reflects  the high and low  closing  price of such  shares  of  Company
         common stock.



         On  September  25, 2000,  the closing  price of our common stock on the
Nasdaq National Market was $8.22 per share.

         As of September 25, 2000, there were 17,414,081  shares of common stock
outstanding, held by approximately 415 holders of record.

Dividend Policy

         We have not declared or paid any  dividends on our capital  stock since
our  inception  and do not  anticipate  declaring  or  paying  dividends  in the
foreseeable future. Our current policy is to retain earnings, if any, to finance
the expansion of our business.  The future  payment of dividends  will depend on


                                       12

<PAGE>

the results of operations,  financial  condition,  capital expenditure plans and
other  factors that we deem  relevant and will be at the sole  discretion of our
Board of Directors.

Recent Sales Of Unregistered Securities

         On February 18, 2000, the Company sold 2,727,273 shares of common stock
at $11.00 per share. The placement ("Placement") was made pursuant to Regulation
S under the Securities Act, as amended  ("Securities Act") in the United Kingdom
and Europe.  The gross proceeds of the Placement were $30,000,003.  In addition,
the Company granted an option to Beeson Gregory Limited ("Beeson Gregory"),  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 the  Company's  financial  advisor at an
annual advisory fee of approximately $40,000.

         The offering of such  securities in the  Placement  was not  registered
under the  Securities  Act  pursuant  to  Regulation  S, and the shares were not
offered,  sold,  or delivered in the United States or for the account or benefit
of any United States  Person (as such terms are defined in  Regulation  S). Such
securities  may  not  be  reoffered  or  resold  in  the  United  States  absent
registration  under the  Securities  Act or pursuant to an applicable  exemption
from such registration requirements.

         A Registration  Statement on Form S-1  ("Registration  Statement")  was
filed with the SEC under the Securities  Act on March 20, 2000,  relating to the
offer and sale from time to time of shares  issued in the  Placement  by certain
purchasers  of such  shares  and  certain  additional  shares  from time to time
pursuant to an effective  registration  statement and prospectus  ("Prospectus")
contained  therein.  The  Registration   Statement,  as  amended,  was  declared
effective by the SEC on May 18, 2000 under the Securities Act.

         The Company  issued  120,000  shares of common  stock to  Nicholas  and
Ronald Reeves,  collectively,  as compensation for consulting  services rendered
beginning in August 1999 and  continuing  for a six month term  thereafter.  The
shares of common stock were issued  pursuant to the exemption from  registration
under the Securities Act set forth in Section 4(2) of the Securities Act.

         On October 6, 1999,  the  Company  repaid a $41,415  loan from James L.
Jackson with $16,566 in cash consideration and 15,000 shares of common stock, at
a 20% discount from the then current  market price.  James Jackson  subsequently
transferred 7,500 shares of common stock to an assignee.  These shares of common
stock  were  issued  pursuant  to the  exemption  from  registration  under  the
Securities Act set forth in Section 4(2) of the Securities Act.

         On  July  22,  1999,  the  Toucan  Gold  Corporation   consummated  the
acquisition  of all  of  the  issued  and  outstanding  capital  stock  of  ITIS
Technologies   Limited   ("ITIS")  in  exchange   for   4,680,375   shares  (the
"Consideration Shares") of common stock, pursuant to a Share Sale Agreement (the
"Share Sale Agreement"), dated July 22, 1999, by and among David J. Blanchfield,
James  L.  Jackson,   David  R.  Wray,  Barry  Jones,  Ian  McNeill  (the  "ITIS
Shareholders")  and  the  Company.  The  transaction  was  accounted  for  as  a
recapitalization of ITIS. The Consideration Shares were issued on August 6, 1999
in the  following  amounts:  (i) James L.  Jackson,  currently a Director,  Vice
President  and  Secretary of the Company and Managing  Director of AL,  received
1,307,733 shares of common stock; (ii) David Blanchfield,  currently Director of
Research and Development of AL, received 1,307,733 shares of common stock; (iii)
David Wray,  currently a Director of the Company and Chief Technical  Officer of
AL, received  1,307,733 shares of common stock; (iv) Ian McNeill,  currently the
Chairman of AL,  received  688,390  shares of common  stock and  currently  owns
694,390 shares of common stock;  and (v) Barry Jones,  currently the Director of
Sales and  Marketing  for AL, and as of October 1, 2000 the Director of Alliance
and European  Development of AL, received  68,786 shares of common stock.  These
securities  were issued  pursuant to the exemption from  registration  under the
Securities Act set forth in Section 4(2) of the Securities Act.

         On June 9, 1999,  the Company  entered into an Agreement of  Settlement
and Release  with  Joseph J.  Haraoui  and  related  parties to resolve  certain
disputes  relating to the claims agreement reached in 1996 with Mr. Haraoui with
respect to the  acquisition  by Mineradora  de Bauxita Ltda.  ("MBL") of certain
mining  claims  in the  Cuiaba  Basin of  Brazil.  Pursuant  to the terms of the
Settlement Agreement,  the Company issued to Mr. Haraoui an aggregate of 250,000
shares of common stock.  These shares were issued pursuant to the exemption from
registration  under  the  Securities  Act  set  forth  in  Section  4(2)  of the
Securities Act.


                                       13

<PAGE>

         On April 27, 1999, the Company  approved the issuance of 300,000 shares
of common  stock to Roy  Williams  upon the  exercise by Minmet of its option to
purchase  MBL as  payment of his  finder's  fee  pursuant  to his  finder's  fee
agreement  with the  Company.  These shares were valued for such purpose at $.20
per  share,  which  was the  current  market  price of  common  stock on the OTC
Bulletin Board as of April 27, 1999, the date the Company approved the issuance.
Such shares were issued  pursuant to the exemption from  registration  under the
Securities Act set forth in Section 4(2) of the Securities Act.

         On April 27,  1999,  the  Company  approved  the  issuance of shares of
common stock to the following  persons in lieu of paying such persons  salary or
fees owed to such  persons.  Such  shares of common  stock were  valued for such
purpose  at $.20 per  share,  the price of  shares  of  common  stock on the OTC
Bulletin Board as of April 27, 1999:

                  Name                                        Number of Shares
                  ----                                        ----------------
                  Robert P. Jeffcock                                   250,000

                  Robert A. Pearce                                     187,500

                  Don Box                                               20,000

                  Igor Mousasticoshvily                                 50,000

         These shares were issued  pursuant to the exemption  from  registration
under the Securities Act set forth in Section 4(2) of the Securities Act.

         In March 1999,  the  Company  issued to Igor  Mousasticoshvily  133,333
shares of common stock  pursuant to an  exemption  from  registration  under the
Securities  Act set  forth in  Section  4(2) as part of the  purchase  price for
certain claims.

       ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR 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 actual results,  performance or achievements of
the Company 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
actual results,  performance or achievement of the Company to differ  materially
from the Company's  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) the Company is  unsuccessful  in  increasing  sales  through its  anticipated
marketing  efforts;  3) mistakes in cost  estimates  and cost  overruns;  4) the
Company's  inability to obtain  financing for general  operations  including the
marketing of the Company's  products;  5) non-acceptance of one or more products
of  the  Company  in the  marketplace  for  whatever  reason;  6) the  Company's
inability to supply any product to meet market demand; 7) generally  unfavorable
economic  conditions  that  would  adversely  effect  purchasing   decisions  by
distributors,  resellers or consumers;  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 the Company's  intellectual property; 10)
a failure by the Company or its third  party  vendors to  accurately  assess and
prepare for any problems  that may arise  related to the year 2000;  (11) if the
Company  experiences  labor and/or  employment  problems such as the loss of key
personnel, inability to hire and/or retain competent personnel, etc.; 12) if the
Company   experiences   unanticipated   problems  and/or  force  majeure  events
(including  but not  limited  to  accidents,  fires,  acts of God  etc.),  or is
adversely affected by problems of its suppliers,  shippers, customers or others;
13) the risk factors of the Company as described in the section  entitled  "Risk
Factors" contained in the Prospectus, as amended; and (14) the factors contained
on page 3 of this Report  concerning  some of the factors that may influence the
growth in the market for security products.  All written or oral forward-looking
statements attributable to the Company are expressly qualified in their entirety
by such factors.  The Company  undertakes 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.


                                       14

<PAGE>


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

Overview

         We provide a patent-pending  security  solution that secures  corporate
Web-related  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.  Our product suite and processes enable
a corporation to provide  secure access to the  information on its Web server to
its  customers,  suppliers,  employees  and public  visitors  from the Internet,
according to their pre-determined security profile.

         We believe that our solution is innovatively different from any current
security solution  available today. Our solution provides security by securing a
customer's Website,  corporate  information assets and contents offline,  making
this  information  completely  inaccessible,  except  through the customer's Web
server. This process eliminates any direct contact between the person requesting
information and the corporate information assets.

         The  benefit  of our  product  suite  is that it has been  designed  to
provide an added dimension of security to existing security products, such as:

         o        firewalls;

         o        virtual private networks;

         o        encryption;

         o        security tokens;

         o        smart cards; and

         o        biometrics.

Customer  investments in these other security  technologies can be preserved and
combined with our product suite.

         In order to begin our operations as an Internet-based  company, on July
22, 1999 we acquired  Authoriszor  Ltd.,  then named ITIS  Technologies  Ltd., a
United Kingdom Internet security company.  Following this acquisition,  the name
of our company was changed to  Authoriszor  Inc., and the trading symbol for the
common  stock on the OTC  Bulletin  Board was changed to "AUOR." On May 23, 2000
our shares of common  stock  commenced  trading on the  NASDAQ  National  Market
System under the symbol "AUTH." In November 1999, we changed our fiscal year end
from December 31 to June 30 in order to adopt the fiscal year end of Authoriszor
Ltd.

         The principal elements of our strategy to achieve a leading position in
the worldwide Internet security solutions market are as follows:

 Technological  leadership. We believe that we offer innovative and high quality
Web  security  solutions.  We  intend to  maintain  this  technological  lead by
devoting  substantial  resources to product  research and  development,  and, if
appropriate, by acquiring new products and technologies.  In addition, we intend
to increase the current  functionality of our solutions which we anticipate will
create further sales  opportunities  and additional  technological  barriers for
others. We will continue to focus on open, flexible and scalable solutions while
broadening the scope of our Web security solutions.

 Global presence.  We intend to be a leading provider of Web security  solutions
to large  enterprises  in Europe and North America and other high growth markets
by expanding our sales and marketing and support organizations.  To this end, we
have  increased  our staff to 57 employees  as of  September 1, 2000,  including
Richard A. Langevin,  our Chief Executive  Officer,  President and Interim Chief
Financial Officer.  Effective May 2000, Fred Sawin, became a consultant with the
Company and serves as Vice President of U.S. Sales and Marketing.  Additionally,
as of July 2000 we retained  Edward Rogers,  a former IBM  Executive,  for a six
month  period as a  consultant  to provide  worldwide  financial  operating  and
marketing strategies.


                                       15

<PAGE>


 Target new industry sectors and commercial certificate authorities.  We plan to
continue  to focus our sales  and  marketing  efforts  on  industries  where Web
security is essential. These markets are currently:

         o        financial services;

         o        healthcare services;

         o        government branches;

         o        large enterprises; and

         o        high technology.

We intend to target leading  institutions  in these markets and will also target
digital   certificate  service  providers,   known  as  commercial   certificate
authorities or trusted third parties.

 Develop strategic  partnerships and customer  relationships.  We are working to
establish   strategic   relationships  with  leading  partners  to  broaden  and
accelerate  the  market  acceptance  of our  Web  security  solutions.  We  will
strategically  target  relationships with companies and other organizations that
we expect to play a  critical  role in the  future of  electronic  business.  We
anticipate  that these  relationships  should help to  facilitate  broad  market
acceptance  of our Web  security  solutions,  and we believe that they will help
achieve our goal of becoming a leading global provider of Web security  products
and services.

 Pursue selective growth  opportunities.  We intend to grow through both organic
expansion as well as through selected  strategic  acquisitions  which we believe
will accelerate product, customer and geographic penetration.

         In  January  2000,   we  entered  into  a  contract  with   UniVentures
International  Limited to implement a secure Web  application for use throughout
nine  universities  located  in  Northern  England.   Since  entering  into  the
UniVentures contract, we have also entered into agreements with several other UK
firms  including  Kunick  Leisure,   Beeson  Gregory  and  Building  Information
Warehouse.

Results of Operations

         The following is a discussion of the results of operations for the year
ended June 30, 2000 compared  with the year ended June 30, 1999.  The Company is
in the development stage and has had no material revenues to date.

Financing Management's Plan of Operation

         At the time of the  acquisition of  Authoriszor  Ltd. in July 1999, the
Company had approximately  $1,600,000 in cash and other liquid assets, including
securities of Minmet Plc.  ("Minmet").  Following the acquisition of Authoriszor
Ltd.,  the Company  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. Pursuant to its agreement with Minmet, the Company may
not sell any of its  remaining  Minmet  shares  until  January  6, 2001  without
Minmet's  prior  approval;  provided,  however,  that Minmet has agreed that the
Minmet shares may be placed through  Minmet's  brokers with Minmet's  consent at
any time, and Minmet has undertaken to act reasonably in respect of any requests
with regard to such sales of Minmet shares.

         In January 2000, the Company,  in an effort to raise  capital,  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  the  Company  sold  the  stock of its
subsidiary Toucan Mining for $809,750 ((pound)500,000) in cash. This transaction
was undertaken  because of the Company's need to dispose of its mining interests
(except for the retained  Minmet  securities)  in a timely fashion to be able to
pursue its current Internet security business and to facilitate the Regulation S


                                       16

<PAGE>


private placement that was being arranged by Beeson Gregory.  Prior to the sale,
Toucan Mining transferred to the Company warrants to purchase 7.7 million shares
of Minmet at an  exercise  price of 8 pence  (sterling)  per share and 2 million
Minmet  shares.  The shares of Minmet to be acquired on exercise of the warrants
were not subject to any contractual restrictions with Minmet; however, the other
Minmet  shares  cannot be sold until January 2001 without the consent of Minmet.
Subsequently,  in May 2000,  the Company  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.

         In February 2000, the Company placed  2,727,273  shares of common stock
("Placing  Shares") at $11.00 per share  pursuant to certain  placing  documents
(the "Placing Documents"). 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, the Company granted an option to Beeson
Gregory,  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.  The  Company  also
granted certain  registration rights to the purchasers and future holders of the
Placing Shares.

         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 Placing Documents,  the Company filed on March 20,
2000, a Registration  Statement  under the Securities Act to register the resale
of the Placing 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,  the  Company  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,  the  Company  has  incurred  additional  expenses in
connection  with the  resale  of the  Placing  Shares  under  such  Registration
Statement.  In the future the Company may incur  additional costs related to the
Registration  Statement  and the resale of the Placing  Shares  thereunder.  The
Company has used,  and  expects 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,  the Company,  through  Authoriszor
Holdings Limited ("AHL"),  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.  AL 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.  The
WRDC  Agreement  contains  the terms of an option  pursuant to which AHL has the
right to acquire the balance of the issued share  capital of WRDC after  October
31,  2001,  at a price based on the revenue and profits of WRDC for the previous
accounting period at the relevant time.

         The Company also  incurred  nominal  expenses in setting up its interim
U.S.  office at the home  office  of the  Chief  Executive  Officer  in  Natick,
Massachusetts.  In May,  2000,  however,  the Company  signed a commercial  real
estate lease in order to move the Company's headquarters to a permanent location
in  Burlington,  Massachusetts.  The lease  commenced  on May 1, 2000,  and as a
result the Company will incur a rental obligation of approximately  $376,000 per
annum over the term of the five year lease.  In preparing  the new  headquarters
for  operation,  the Company spent  approximately  $100,000 to build out the new
location.  The  Company  has also  entered  into  personal  property  leases for
telephone  systems and  computer  equipment  for a term of three years that will
cost the Company approximately $190,000 in the aggregate over the course of such
leases.  Additionally,  the Company spent approximately  $200,000 in furnishings
for the Burlington headquarters.

         The Company's  commitments  for salaries will be  significantly  higher
subsequent  to June 30,  2000,  as the  Company  has  increased  its U.S.  staff
significantly.  At present, the Company's U.S. operations employ 20 individuals,
including Richard A. Langevin in the following areas: ten employees in sales and
marketing, two administrative  employees,  seven professional services employees
and  the  Company's  Chief  Executive  Officer,  President,  and  Interim  Chief
Financial  Officer,  Richard A. Langevin.  In addition,  the Company has entered
into four consultant agreements with various individuals.

         The Company's  operations  headquarters  are  currently  located on the
first  floor  of  a  leased  facility  in  Harrogate,   England   consisting  of
approximately 3,132 square feet of office space. The rent and service charge for
this  facility  is  approximately   $72,000  per  year.  The  Company  maintains


                                       17
<PAGE>


additional  UK offices in a 400  square  foot  leased  facility  in  Birmingham,
England and a 3,174 square foot leased facility in Bradford,  England.  The rent
for these office spaces is approximately $48,000 per year in the aggregate.  The
Company's U.K. operational office has also increased its staff. Presently, there
are  10  employees  in  sales  and  marketing,  16  employees  in  research  and
development, 5 in administration and 6 in professional services.

         The Company's  future  success will depend,  in part, on its ability to
attract,   retain  and  motivate  highly  qualified   technical  and  management
personnel. The Company intends to increase its sales and distribution, technical
services  and  administrative  staff in the UK and to  increase  the  sales  and
distribution  and  administrative  infrastructures  in the U.S. In addition  the
Company is actively seeking a Chief Financial  Officer.  As a result the Company
expects to incur  significant  expenses  related to such personnel growth in the
future.

         The Company  believes  its future  success will depend in large part on
its ability to enhance and leverage  its  technologies.  The Company  intends to
continue to develop new and innovative  solutions to respond to the needs of its
customers.  The Company  intends to offer products that are compatible  with new
and emerging operations  platforms such as UNIX and to seamlessly  integrate its
product without the need for  re-registration  in the case clients require major
upgrades.

         The  Company  aims  to  maintain  its  security   software   technology
leadership  position by continuing to enhance and broaden the Company's  product
offerings.  Through  constant  monitoring of the industry,  the Company plans to
identify new security  features and trends in the marketplace  that are required
to  maintain  its  competitive  edge.  The  research  and  development  team has
currently identified several competitive  enhancements that are being considered
for development, such as:

         o        native code conversion to further improve system performance;

         o        implementation of secure file transfer;

         o        expanded user selectable encryption;

         o        active lightweight directory access protocol support; and

         o        the development of extended application programming
                  interfaces.

         For the year ended June 30, 2000,  the Company  incurred  approximately
$792,000,  including professional services, related to research and development.
The Company expects that it will continue to commit significant resources to its
research and  development  team in the future,  including over the course of the
next 12 months.

         As of the year ended June 30, 2000, 16 full-time employees were engaged
in research and development for the Company. In addition,  most of the Company's
technical  staff  and  management  team  contribute  to design  and  development
activities.

         As the result of these transactions, management considers that the cash
resources of the Company are adequate for its working capital  requirements  for
approximately the next twelve months.

Quantitative and Qualitative Disclosure of Market Risk

         The Company's  primary market risk exposure is fluctuation in the value
of its  investment  in  common  stock of  Minmet.  These  securities  have  been
classified  as  available-for-sale  which  requires  that they be carried at the
market price.  Based on the market price at June 30, 2000, these securities have
a value of  approximately  $1,993,000.  Fluctuations  in value could result both
from the price of the  equity  securities  in  general as well as changes in the
market's  perception  of the value of the shares of Minmet.  The Company has not
deemed it prudent to enter into  transactions such as various types of hedges to
minimize  risk. A 10% change in the market price of Minmet  shares would cause a
$199,300 change in stockholder's equity.


                                       18

<PAGE>

          The  Company  also  has  risk  related  to  currency   exchange   rate
fluctuations.  A  portion  of its cash  flows are  expected  to be  received  in
non-U.S.  currency.  Also  there  are  loans  outstanding  to the  Company's  UK
subsidiaries  of  approximately  $860,000.  Based  on this  loan  amount,  a 10%
fluctuation in currency rates would have a $86,000 effect on net income or loss.
Although the Company may choose to do so in the future, to date, the Company has
not engaged in foreign exchange hedging.

                                       19
<PAGE>


<TABLE>
<CAPTION>

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

                                    CONTENTS

                                                                                                               Page

<S>                                                                                                             <C>
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-7

</TABLE>

<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 (a development  stage  enterprise) as of June 30, 2000 and 1999
and the related  consolidated  statements of  operations,  stockholders'  equity
(deficit) and cash flows for the years then ended and for the period January 15,
1997 (date of inception) to June 30, 2000.  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,  2000  and  1999  and the
consolidated  results of their operations and their  consolidated cash flows for
the years then ended and for the period  January 15, 1997 (date of inception) to
June 30, 2000 in conformity with accounting principles generally accepted in the
United States of America.

GRANT THORNTON

Leeds, England
August 18, 2000




                                       F-1
<PAGE>

<TABLE>
<CAPTION>


AUTHORISZOR INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED BALANCE SHEETS

                                                                            June 30,         June 30,
                                                                              1999             2000
<S>                                                                   <C>                 <C>
Cash                                                                  $        698        $  27,095,762

Receivables

     VAT recoverable and trade                                               2,498               70,847
     Interest                                                                    -              246,832
     Other                                                                       -              159,457
Prepaid expenses                                                                 -               76,568
Total current assets                                                  -------------       --------------
                                                                             3,196           27,649,466

Investment in securities, available-for-sale                                     -            1,992,769
Computer and office equipment, net of accumulated depreciation              21,594              681,094
Restricted bank deposits                                                         -              408,000
Note receivable from WRDC (Note D)                                               -              336,086

Investment in WRDC at net cost, adjusted for equity in
earnings or losses                                                                -             506,880
Intangible assets                                                                 -              70,643
                                                                      -------------       --------------
                                                                            21,594            3,995,472
                                                                      -------------       --------------
                                                                            24,790           31,644,938

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Accounts payable to directors                                               76,144                     -
Accounts payable and other liabilities                                      24,526             1,194,021
Current maturities of capital lease obligations (Note F)                         -                58,990
Total current liabilities                                             -------------       ---------------
                                                                           100,670             1,253,011

Long term capital leases obligations, less current maturities (Note F)           -               133,442

Stockholders' equity (deficit)
Preferred stock, par value $0.01 per share; authorized: 2,000,000
shares; issued:  none
Common stock, $0.01 par value per share; authorized: 30,000,000
shares; issued and outstanding: 60 shares at June 30, 1999 and
17,414,081 shares at June 30, 2000                                               9               174,141
Additional paid-in capital                                                       -            33,948,976
Accumulated other comprehensive income                                       2,846             1,620,583
Accumulated deficit during the development stage                           (78,735)           (5,485,215)
                                                                      -------------       ---------------
                                                                           (75,880)           30,258,485
                                                                      -------------       ---------------
                                                                            24,790            31,644,938
                                                                      =============       ===============
</TABLE>

The accompanying notes are an integral part of these statements.

                                      F-2
<PAGE>

<TABLE>
<CAPTION>

AUTHORISZOR INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                             January 15, 1997
                                                                                           (date of inception)
                                                        For the years ended June 30,           to June 30,
                                                          1999                 2000                2000
<S>                                              <C>                 <C>                 <C>
Net sales                                        $       33,711      $      121,186      $           164,276
Cost of sales                                            10,559               6,116                   16,675
Gross profit                                     ------------------  ------------------  ----------------------
                                                         23,152             115,070                  141,512

Operating expenses

Professional fees                                         5,071           1,774,339                1,779,410
Marketing and advertising                                     -             851,856                  851,856
Administrative                                           67,712           4,967,077                5,067,183
                                                 ------------------  ------------------  ----------------------
Total operating expenses                                 72,783           7,593,272                7,698,449
                                                 ------------------  ------------------  ----------------------
Operating loss                                          (49,631)         (7,478,202)              (7,556,937)

Other income (expense)
Interest income                                               -             611,299                  611,299
Loss on sale of subsidiary                                    -            (291,448)                (291,448)
Gain on sale of investments                                   -           1,892,003                1,892,003
Loss on foreign exchange transactions                         -             (94,957)                 (94,957)
Equity in loss of WRDC                                        -             (45,175)                 (45,175)
Total other income, net                          ------------------  ------------------  ----------------------
                                                              -           2,071,722                2,071,722
Net loss                                         ------------------  ------------------  ----------------------
                                                        (49,631)         (5,406,480)              (5,485,215)
                                                 ==================  ==================  ======================
Weighted average shares outstanding
Basic and Diluted                                    13,765,808          15,198,167
                                                 ==================  ==================
Loss per common share
Basic and Diluted                                $        (0.00)     $        (0.36)
                                                 ==================  ==================
</TABLE>

The accompanying notes are an integral part of these statements.

                                      F-3
<PAGE>

<TABLE>
<CAPTION>

AUTHORISZOR INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                              Additional                Accumulated
                                            Common stock      Paid-in    Accumulated    Comprehen-                Comprehensive
                                          Shares      Amount   Capital     Deficit     sive Income      Total         Income

<S>                                     <C>         <C>       <C>        <C>           <C>           <C>          <C>
January 15, 1997 (date of inception)             -  $      -  $       -  $          -  $        -    $         -  $            -

Issuance of common stock ($.06 per              20         -          -             -           -              3               -
share)

Comprehensive income (loss):
     Foreign currency translation                -         -          -             -         (62)           (62)            (62)
     adjustment
     Net loss during the period                  -         -          -        (5,283)          -         (5,283)         (5,283)
Total comprehensive loss                                                                                          --------------
                                                                                                                          (5,345)
Balance at June 30, 1997                ----------  --------  ---------  ------------   ----------   -----------  ==============
                                                20         -          -        (5,283)         (62)       (5,342)

Issuance of common stock ($0.15 per             40         -          -             -            -             6
share)

Comprehensive income (loss):
     Foreign currency translation               -          -          -             -         (349)        (349)            (349)
adjustment
     Net loss for the year                      -          -          -       (23,821)           -      (23,821)         (23,821)
 Total comprehensive loss                                                                                         --------------
                                                                                                                         (24,170)
Balance at June 30, 1998                ----------  --------  ---------  ------------   ----------   ----------   ==============
                                                60         -          -       (29,104)        (411)     (29,506)

Comprehensive income (loss):
     Foreign currency translation                -         -          -             -        3,257        3,257            3,257
adjustment
     Net loss during the year                    -         -          -       (49,631)           -      (49,631)         (49,631)
Total comprehensive loss                                                                                          --------------
                                                                                                                         (46,374)
Balance at June 30, 1999                ----------  --------  ---------  ------------   ----------   ----------   ==============
                                               60          -          -       (78,735)       2,846      (75,880)

Issuance of common stock
($0.16 per share)                          17,835      2,828           -            -            -        2,828

Recapitalization                       13,747,913    134,821   3,097,172            -            -    3,231,993
</TABLE>


                                      F-4

<PAGE>

<TABLE>
<CAPTION>

AUTHORISZOR INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                                          Additional                   Accumulated
                                           Common stock    Paid-in      Accumulated     Comprehen-                 Comprehensive
                                        Shares     Amount  Capital        Deficit       sive Income     Total         Income

<S>                                    <C>         <C>       <C>          <C>           <C>           <C>          <C>
Net proceeds from issuance of stock     2,727,273  $ 27,273  $27,631,765  $          -  $         -   $27,659,038  $            -
through private placement

Issuance of common stock for cash
  ($1.01 per share)                       436,000     4,360      436,105             -            -       440,465
  ($0.67 per share)                       350,000     3,500      229,835             -            -       233,335

Issuance of common stock for
services
  ($1.66 per share)                        15,000       150       24,699             -            -        24,849
  ($4.07 per share)                       100,000     1,000      405,600             -            -       406,600
  ($9.13 per share)                        20,000       200      182,300             -            -       182,500

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

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

Comprehensive income (loss):
  Foreign currency translation                  -         -            -             -      192,668        192,668        192,668
adjustment
  Unrealized gain on                            -         -            -             -    1,425,069      1,425,069      1,425,069
available-for-sale securities
  Net loss during the year                      -         -            -    (5,406,480)           -     (5,406,480)    (5,406,480)
Total comprehensive loss                                                                                           --------------
                                                                                                                       (3,788,743)
Balance at June 30, 2000               ----------  --------  -----------  ------------  -----------   ------------ ==============
                                       17,414,081   174,141   33,948,976    (5,485,215)   1,620,583     30,258,485
                                       ==========  ========  ===========  ============  ===========   ============
</TABLE>

         The accompanying notes are an integral part of this statement.

                                      F-5
<PAGE>

<TABLE>
<CAPTION>

AUTHORISZOR INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                         January 15, 1997
                                                                                                               (date of
                                                                                                              inception)
                                                                      For the years ended June 30,           to June 30,
                                                                       1999                 2000                   2000
<S>                                                                <C>                <C>                     <C>
Cash flows (used in) provided by operating activities
  Net loss during the period                                       $ (49,631)         $ (5,406,480)           $ (5,485,215)
  Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:
     Issuance of stock and stock options in exchange for                   -               781,949                 781,949
services

     Non-cash compensation expense                                         -             1,773,500               1,773,500
     Equity loss in WRDC                                                   -                45,175                  45,175
     Loss on foreign exchange transactions                                 -                94,957                  94,957
     Loss on sale of subsidiary                                            -               291,448                 291,448
     Gain on sale of investments                                           -            (1,892,003)             (1,892,003)
     Depreciation and amortization                                    10,135               101,192                 111,587
     Changes in operating assets and liabilities
       Receivables and other assets                                   (2,172)             (557,254)               (559,842)
       Accounts payable and accrued liabilities                       70,176             1,119,480               1,223,900
                                                                   ----------         -------------           ------------
                                                                      28,508            (3,648,036)             (3,614,544)
Net cash (used in) provided by operating activities

Cash flows (used in) provided by investing activities
  Proceeds from sale of subsidiary                                         -               809,750                 809,750
  Acquisition of equipment                                           (28,399)             (552,854)               (585,629)
  Sale of investments in securities                                        -             4,415,909               4,415,909
  Exercise of warrants                                                     -              (977,608)               (977,608)
  Investment in WRDC                                                       -              (604,800)               (604,800)
  Advances to WRDC                                                         -              (356,000)               (356,000)
  Purchase of intangible assets                                            -               (78,835)                (78,835)
  Purchase of restricted bank deposits                                     -              (408,000)               (408,000)
Net cash flows (used in) provided by investing activities          ---------          ------------            ------------
                                                                     (28,399)            2,247,562               2,214,787
Cash flows provided by financing activities
Proceeds from issuance of stock                                            -            28,332,838              28,332,847
Recapitalization                                                           -                   711                     711
                                                                   ----------         -------------           ------------
                                                                           -            28,333,549              28,333,558
Net cash flows provided by financing activities

Effect of exchange rate changes on cash                                  (28)              161,989                 161,961
Net increase in cash                                               ---------           -----------            ------------
                                                                          81            27,095,064              27,095,762

Cash at beginning of period                                              617                   698                       -

Cash at end of period                                              ---------           -----------            ------------
                                                                         698            27,095,762              27,095,762
                                                                   =========           ===========            ============
Supplemental  disclosure of cash flow  information:
Cash paid during the period for:
  Interest                                                                 -                     -                       -
  Income taxes                                                             -                     -                       -
</TABLE>


The accompanying notes are an integral part of these statements.

                                      F-6
<PAGE>



AUTHORISZOR INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         A summary of significant  accounting policies  consistently  applied in
the preparation of the accompanying consolidated financial statements follows.

NOTE A - COMPANY DESCRIPTION

         Authoriszor Inc. (the Company) develops and sells an internet, extranet
and intranet security solution that has been designed to manage identity, access
security, usage and functionality characteristics of Wide Area Networks accessed
through World-Wide Web technology.

NOTE B - RECAPITALIZATION OF SHARES

         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.  The
accompanying  financial  statements  for the periods  prior to July 22, 1999 are
those of AL. Also,  Toucan changed its name to  Authoriszor  Inc. and its fiscal
year end to June 30, that of AL.  Immediately  after the  Exchange,  AL's former
shareholders owned approximately 34% of the outstanding common stock of Toucan.

NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

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

Development stage company

         The Company (a development stage company) is in the  development  stage
as defined by Statement of Financial Accounting Standards No. 7, "Accounting and
Reporting by Development Stage Enterprises".

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.

Computer and office equipment

         Computer  and  office  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.  The straight line method of
depreciation  is followed for  financial  reporting  purposes.  The useful lives
range from three to 10 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

                                      F-7

<PAGE>


AUTHORISZOR INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


cost and accumulated  depreciation are removed from the related accounts and any
gain or loss is reflected in the results of operations.

Cash

         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  bank deposits are held by a bank that require such deposits
be  maintained  as  security  for  standby  letters of  credit.  There are three
deposits, two of which mature in June 2001, the other in April 2002.

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

         For all years  presented  prior to the year  ended June 30,  2000,  the
Company's  loss per share  amount has been  computed by dividing net loss by the
number  of  shares  (4,680,375)  issued  by  Toucan  on July 22,  1999,  for the
acquisition of all of the Company's issued and outstanding shares,  added to the
weighted average shares outstanding of Toucan (9,085,433) held by the pre-merger
Toucan  shareholders.  For the year ended June 30,  2000,  the loss per share is
based on the weighted  average  number of common shares  outstanding  during the
year. Stock options and warrants excluded from the calculation of loss per share
because their effect is anti  dilutive  amounted to 1,868,411 for the year ended
June 30, 2000 (983,333 for June 30, 1999).

Fair Value of Financial Instruments

         The Company's financial  instruments consists of cash,  restricted bank
deposits,  trade  receivables,  trade  payables  and  accrued  liabilities.  The
carrying  amount of these  instruments  approximate  the fair values  because of
their short maturity.

Investment in securities

         At June 30,  2000,  the Company  held  5,000,000  shares 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, 2000 is summarized as follows:

    Cost        Gross Unrealized Gains       Estimated Fair Value
    $567,700               $1,425,069                  $1,992,769


                                      F-8

<PAGE>


AUTHORISZOR INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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.  Fees for services and maintenance are generally
charged to  customers  separately  from the license of software.  Revenues  from
license fees are recognized upon shipment when fees are fixed, collectability is
probable  and the Company has no  significant  obligations  remaining  under the
licensing agreement.  In instances where a significant vendor obligation exists,
revenue  recognition  is  delayed  until  such  obligation  has been  satisfied.
Services  revenue consists of training and consulting and is recognized when the
services are  performed.  Maintenance  revenue  consists of ongoing  support and
maintenance  and product updates and is deferred and recognized over the term of
the contract.

Foreign Currency Translation

         Assets and liabilities 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 US
dollars  are  included as part of the  accumulated  other  comprehensive  income
component of stockholders' equity.

Segment information

         The  Company's  operations  involve  a  single  industry  segment,  the
development  and  distribution  of an Internet,  extranet and intranet  security
solution  software.  The Company operates in two geographic  segments the United
Kingdom and the United States.  The Company's  primary  operations are conducted
through AL in the United Kingdom.

New Accounting Standards not yet adopted

         The  Financial  Accounting  Standards  Board has issued  Statements  of
Financial  Accounting  Standards  (SFAS) No. 133 and No. 138.  These  statements
establish  accounting  and  reporting  standards  for  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively  referred  to as  derivatives),  and for  hedging  activities.  It
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities in the statement of financial position and measure those instruments
at fair value.  The Company is currently  assessing the effects of adopting SFAS
No. 133 and No. 138, and has not yet made a  determination  of the impact on its
financial  position or results of operations.  These standards will be effective
for the Company's first quarter of fiscal year 2001.

NOTE D - ACQUISITION OF WRDC

         On February 22,  2000,  the Company  acquired a 27.2%  interest in WRDC
Limited,  a private UK company  (WRDC) 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.  The Company  made a cash  advance to WRDC in  December  1999 of
$160,800  and made a further  advance in February  2000 of  $195,200.  The total
advances have been  converted  into a note  repayable to the Company over a five
year  period  bearing  interest  at 6% with  quarterly  principle  and  interest
payments of (pound)18,500, beginning on the second anniversary date of the first
drawdown.  The Company has the option to purchase  the  remaining  72.8% of WRDC
Limited  after  October 31, 2001, at a price based on the revenue and profits of
WRDC for the previous accounting period at the relevant time.

NOTE E - SALE OF SUBSIDIARY

         The Company had previously  announced a spin-off to its stockholders of
Toucan Mining plc formerly  know as Toucan Mining  Limited  (Toucan  Mining),  a
wholly-owned  subsidiary of the Company,  subject to the satisfaction of certain
conditions,  including the  registration of the shares of Toucan Mining pursuant
to the  Securities  Exchange Act of 1934, as amended.  In light of the Company's
desire to  dispose of Toucan  Mining in a timely  fashion in order to be able to
pursue its current internet security  business,  the Company  determined to sell
Toucan Mining rather than pursuing the proposed spin-off.


                                      F-9

<PAGE>

AUTHORISZOR INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         On January 28, 2000, the Company completed the sale of all of the share
capital of Toucan Mining for an aggregate consideration of $809,750 in cash. The
sale of  Toucan  Mining  was made to  Golden  Ridge  Group  Limited,  a  company
registered in the British Virgin  Islands,  pursuant to a Share Sale  Agreement,
dated  January  28,  2000  (the  "Agreement").  The sale  resulted  in a loss of
$291,448.

         On the same  date,  and  prior  to the  aforementioned  sale of  Toucan
Mining,  Toucan Mining  transferred to the Company, 2 million ordinary shares of
Minmet,  (the "Minmet Shares").  The Minmet Shares cannot be sold by the Company
without the consent of Minmet until January 6, 2001. In addition,  Toucan Mining
transferred  to the  Company  warrants  to  subscribe  to a further  7.7 million
ordinary  shares of  Minmet  at an  exercise  price of $.13  ((pound)0.08).  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 on the transaction.

         Independent  of the  Minmet  Shares and  Warrant  Shares,  the  Company
already held an additional  3,000,000  shares in Minmet.  The  3,000,000  shares
carry the same  restrictions  as the Minmet  Shares.  The Company has classified
these equity securities as  available-for-sale.  The closing market price of the
Minmet  shares at June 30,  2000 was  (pound).26  per  share  ($.398 at the then
exchange rate).

NOTE F - COMMITMENTS

Capital leases

         The   Company   leases   telephone   and   computer   equipment   under
noncancellable capitalized leases.

                                                       June 30,       June 30,
                                                         1999           2000

            Equipment                                 $      -      $  202,772
            Less accumulated depreciation                    -          (5,304)
                                                      --------      ----------
                                                             -         197,468
                                                      ========      ==========

         The following is a schedule by years of future  minimum lease  payments
under the capital  leases  together  with the  present  value of the net minimum
lease payments as of June 30, 2000.

            Year ending June 30,

            2001                                          $  77,774
            2002                                             77,774
            2003                                             71,293
            Thereafter                                            -
                                                          ---------
                                                            226,841
            Less amount representing interest               (34,409)
                                                          ---------
            Present value of net minimum lease payments     192,432

            Less current maturities                          58,990
                                                          ---------
            Long term obligation of capital leases          133,442
                                                          =========


                                      F-10
<PAGE>

AUTHORISZOR INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating leases

         The Company leases office space, vehicles and equipment under operating
lease   agreements   which  expire  through  May  2009.  Rent  expense  totalled
approximately $103,000 the year ended June 30, 2000 (zero in 1999).

         The  future  minimum  rental  commitments  as of June  30,  2000 are as
follows:

                                                              Vehicles and
                                              Office space       equipment

            Period ending June 30,

            2001                              $    501,717   $       26,268
            2002                                   434,863           26,268
            2003                                   434,863           22,173
            2004                                   440,827            9,267
            2005                                   382,085              458
            Thereafter                             233,742                -
                                            ---------------  ---------------
                                                 2,428,097           84,434
                                            ===============  ===============

The leases  generally  provide that property  taxes,  insurance and  maintenance
expenses  are  obligations  of the  Company.  It is expected  that in the normal
course of business, operating leases that expire will be reviewed or replaced by
leases on other properties.

Letters of credit

         The Company has  irrevocable  standby  letters of credit  which  expire
through June 2005 and  collateralize  the Company's  capital lease  obligations.
There were no  outstanding  obligations  under the letters of credit at June 30,
2000.

NOTE G - COMMON STOCK OFFERING

         In February  2000,  the Company  completed,  in the United  Kingdom and
Europe,  a private  placement of 2,727,273  shares of common stock at $11.00 per
share  pursuant to  Regulation  S under the  Securities  Act of 1933.  The gross
proceeds of the placement were $30,000,003.

NOTE H - STOCK OPTIONS AND WARRANTS

Options

         In October 1999,  the  Authoriszor  Inc. 1999 Stock Plan (the Plan) was
ratified by the Company's Board of Directors.  Pursuant to the Plan, 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 Options,  and also to directors,
consultants or advisors of the Company or its  subsidiaries.  The maximum number
of shares that may be subject to options and issued  under the Plan is 1,000,000
shares  of common  stock.  As of June 30,  2000  individuals  have been  granted
options to acquire 554,714 shares of common stock that vest periodically through
July 2005.

         The Company has entered  into stock  option  agreements  outside of the
Plan.  As of June 30, 2000 options to acquire  1,116,364  shares of common stock
have been granted. Of these, 136,364 were issued for fees in connection with the
private placement of common stock and 80,000 were issued to consultants. Options
granted to employees to acquire 900,000 shares of common stock vest periodically
through January 2004. Options granted to non-employees vested immediately.

         The Company charged $247,500 to expense in the year ended June 30, 2000
as a result of grants to  consultants  and grants to employees  with an exercise
price below the market share price at the date of grant.


                                      F-11

<PAGE>

AUTHORISZOR INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


         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 incentive to the then President
and a current director of the Company holding options to purchase 200,000 shares
of common stock along with three other  individuals  holding options to purchase
in the  aggregate  150,000  shares of common  stock.  The  Company  reduced  the
exercise price from $1.00 to $0.66 per share and recorded a 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).  Therefore,  the Company  accounts for stock  options
under  Accounting  Principles  Board Opinion No. 25. Had  compensation  cost for
stock options been  determined  consistent with SFAS 123, the Company's net loss
and loss per share would have been the following pro forma amounts:

                                               June 30, 1999       June 30, 2000
            Net loss
              As reported                      $     (49,631)      $ (5,406,480)
              Pro forma                              (49,631)        (7,723,621)
            Loss per share-basic and diluted
              As reported                              (0.00)             (0.36)
              Pro forma                                (0.00)             (0.51)

         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 208 percent; average risk-free interest rate
of 6.3 percent;  average expected life of 4.10 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.  Also,  the Company's  employee  stock options have  characteristics
significantly  different  from those of traded  options  including  long-vesting
schedules, and changes in the subjective input assumptions can materially affect
the fair value estimate. Management believes the best assumptions available were
used to value the options and the resulting values are reasonable.

                                      F-12
<PAGE>


AUTHORISZOR INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

         Following is a summary of stock option activity:

                                                                                     Weighted
                                                                                      average       Weighted
                                                                        Exercise      exercise        average
                                                            Options        price         price     fair-value
                                                          ----------------------------------------------------
<S>         <C>                                          <C>          <C>                <C>            <C>
            Outstanding at June 30, 1999                       -               -           -             -
            Toucan Gold Corporation employee
            options outstanding at July 22, 1999           350,000          1.00          1.00            .23
            Granted:
            Exercise price equals market price at
            date of grant                                  990,078    2.00-11.00          7.12           6.60
            Exercise price exceeds market price
            at date of grant                               100,000          2.50          2.50           1.27
            Exercise price is less than market
            price at date of grant                         581,000     1.00-7.10          2.42           2.79
            Exercised                                     (350,000)          .66           .66            .66
            Cancelled or expired                                -              -           -              -
            Outstanding at June 30, 2000                 1,671,078                        5.21           4.98
            Exercisable at June 30, 2000                   616,364                        3.99           3.44
</TABLE>


<TABLE>
<CAPTION>

         Following is additional information regarding stock options outstanding at June 30, 2000

                                       Outstanding                                              Exerciseable
            -----------------------------------------------------------------       ------------------------------
                                                  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>                    <C>
            1.00                 240,000              3.0               1.00              240,000           1.00
             2.00-2.50           256,214              8.0               2.24                    -           -
             3.00-4.67           291,000              3.9               3.18              240,000           3.00
             6.75-7.10           625,000              8.0               6.76                    -           -
             8.75-11.00          258,864              3.8              10.59              136,364          11.00
                            ------------                                            -------------
                               1,671,078                                                  616,364
                            ============                                            =============
</TABLE>

Warrants

         There   were   also   warrants   outstanding   at  the   time   of  the
recapitalization transaction (Note B). At that date, Toucan had 533,333 warrants
issued in  connection  with sales of common  stock to purchase  common  stock at
$1.50 per share.  During the month of December  1999, the Company was seeking to
raise short term capital.  The Company  offered an incentive to parties  holding
533,333  warrants to exercise their warrants by reducing the exercise price from
$1.50 to $1.00.  Warrants underlying 436,000 of such shares of common stock were
exercised  during  December  1999. At June 30, 2000,  97,333  warrants  remained
outstanding.

         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. The warrants are immediately  exercisable and expire in
November 2000. None had been exercised at June 30, 2000.

                                      F-13
<PAGE>

AUTHORISZOR INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE ENTERPRISE)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE I - INCOME TAXES

         The Company  has  adopted the  provisions  of  Statement  of  Financial
Accounting  Standards No. 109  "Accounting  for Income  Taxes".  Accordingly,  a
deferred tax  liability or deferred tax asset  (benefit) is computed by applying
the  current  statutory  tax  rates  to  net  taxable  or  deductible  temporary
differences between pre-tax financial and taxable income.

         Deferred tax  benefits are recorded  only to the extent that the amount
of net  deductible  temporary  differences  or  carryforward  attributes  may be
utilized  against  current period  earnings,  offset against  taxable  temporary
differences   reversing  in  future  periods,  or  utilized  to  the  extent  of
management's  estimate of future taxable  income.  Deferred tax  liabilities are
provided for on differences between amounts reported for financial and tax basis
accounting. At June 30, 2000, a loss carryforward of approximately $5,400,000 is
available to offset future taxable income.

         A net deferred tax asset resulting from the loss  carryforward has been
offset by a valuation  allowance  of an equal amount at June 30, 2000 due to the
uncertainty of realizing the net deferred tax asset through  future  operations.
The  valuation  allowance  was  approximately  $1,800,000.  Gross  deferred  tax
liabilities were  immaterial.  The effective tax rate differs from the statutory
rate as a result of the valuation allowance.

                                      F-14
<PAGE>


     ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                              FINANCIAL DISCLOSURE

         The Company had no disagreements on accounting or financial  disclosure
matters with its independent accountants to report under this Item 8.

                                    PART III

           ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information  contained under the caption "Election of Directors" in the
Company's 2000 Definitive  Proxy Statement  ("Proxy  Statement") is incorporated
herein by reference in response to this Item 9.

                         ITEM 10. EXECUTIVE COMPENSATION

         Information  contained under the captions "Executive  Compensation" and
"Election  of  Directors"  in the  Proxy  Statement  is  incorporated  herein by
reference in response to this Item 10.

     ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information contained under the caption "Principal Stockholders" in the
Proxy Statement is incorporated herein by reference in response to this Item 11.

             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Information  contained  under the caption  "Certain  Relationships  and
Related Transactions" in the Proxy Statement is incorporated herein by reference
in response to this Item 12.

                                     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 required information is
                  inapplicable  or the information is presented in the financial
                  statements or related notes.

          (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).



                                       22
<PAGE>


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)
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(1) Bylaws of Authoriszor Inc. (Exhibit 3.2).
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)
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)

                                       23
<PAGE>




+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  Limited,  WRDC Limited and certain  persons named in
     Schedule 1 to the Deed. (Exhibit 10.11)
10.28(5)  Shareholders'  Agreement,  dated as of January 27, 2000,  by and among
     Authoriszor  Holdings  Limited,  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  Limited and WRDC  Limited  regarding  credit  facility.  (Exhibit
     10.13)
10.30(5) Letter Agreement,  dated February 22, 2000, by and between  Authoriszor
     Holdings  Limited and WRDC  Limited  regarding  credit  facility.  (Exhibit
     10.14)
10.31(6) Share Sale Agreement,  dated as of January 28, 2000, by and between the
     Company 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.
+10.33(7)  Stock  Option  Agreement,  dated  as  of  January  1,  2000,  between
     Authoriszor Inc. and Richard A. Langevin.
+10.34(7)  Stock  Option  Agreement,  dated  as  of  January  1,  2000,  between
     Authoriszor Inc. and Richard A. Langevin.
+10.35(7)  Stock  Option  Agreement,  dated  as  of  January  1,  2000,  between
     Authoriszor Inc. and Richard A. Langevin.
+10.36(7)  Stock  Option  Agreement,  dated  as of  November  1,  1999,  between
     Authoriszor Inc. and Raymond Seitz.
10.37(7) Lease Agreement,  dated as of April 28, 2000, between  Authoriszor Inc.
     and Massachusetts Mutual Life Insurance Company.
10.38(7) Consulting Agreement,  dated as of April 2000, between Authoriszor Inc.
     and Fred Sawin.
10.39(7) Employment  Agreement,  dated as of March 15, 2000, between Authoriszor
     Inc. and Ed Vasko.
10.40+ Consulting  Agreement,  dated July 1, 2000, between  Authoriszor Inc. and
     Commercial Technology Ltd.
10.41+  Reimbursement  Agreement,  dated  September 28, 2000 and effective as of
     October  1,  1999,  between  Authoriszor  Inc.  and  Authoriszor   Limited.
27.1+ Financial Data Schedule

     -----------

+    Filed herewith.

*    Previously filed.

+    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.


                                       24

<PAGE>


(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.

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

          The Company did not file any reports on Form 8-K during the  quarterly
          period ended June 30, 2000:


<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 September,  __,
2000.

                                     AUTHORISZOR INC.



                                     By:  /s/ Richard A. Langevin
                                          --------------------------------------
                                          Richard. A. Langevin
                                          Chief Executive Officer, President and
                                          Interim Chief 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  Richard A.  Langevin and James L.
Jackson  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>
/s/ Raymond G.H. Seitz                      Chairman of the Board and Chairman             September 28, 2000
------------------------------------        of the Company
Raymond G.H. Seitz

/s/ Richard A. Langevin                     Chief Executive Officer (Principal             September 28, 2000
------------------------------------        Executive and Financial Officer),
Richard A. Langevin                         President, Interim Chief Financial
                                            Officer and Director

/s/ James L. Jackson                        Vice-President, Secretary and                  September 28, 2000
------------------------------------        Director
James. L. Jackson

                                            Director                                       September __, 2000
------------------------------------
Sir Malcolm Rifkind

/s/ Donald D. Box                           Director                                       September 28, 2000
------------------------------------
Donald. D. Box

/s/ David R. Wray                           Director                                       September 28, 2000
------------------------------------
David R. Wray
</TABLE>

                                       26

<PAGE>


                                INDEX TO 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)
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(1) Bylaws of Authoriszor Inc. (Exhibit 3.2).
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)
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)


                                       27

<PAGE>

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  Limited,  WRDC Limited and certain  persons named in
     Schedule 1 to the Deed. (Exhibit 10.11)
10.28(5)  Shareholders'  Agreement,  dated as of January 27, 2000,  by and among
     Authoriszor  Holdings  Limited,  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  Limited and WRDC  Limited  regarding  credit  facility.  (Exhibit
     10.13)
10.30(5) Letter Agreement,  dated February 22, 2000, by and between  Authoriszor
     Holdings  Limited and WRDC  Limited  regarding  credit  facility.  (Exhibit
     10.14)
10.31(6) Share Sale Agreement,  dated as of January 28, 2000, by and between the
     Company 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.
+10.33(7)  Stock  Option  Agreement,  dated  as  of  January  1,  2000,  between
     Authoriszor Inc. and Richard A. Langevin.
+10.34(7)  Stock  Option  Agreement,  dated  as  of  January  1,  2000,  between
     Authoriszor Inc. and Richard A. Langevin.
+10.35(7)  Stock  Option  Agreement,  dated  as  of  January  1,  2000,  between
     Authoriszor Inc. and Richard A. Langevin.
+10.36(7)  Stock  Option  Agreement,  dated  as of  November  1,  1999,  between
     Authoriszor Inc. and Raymond Seitz.
10.37(7) Lease Agreement,  dated as of April 28, 2000, between  Authoriszor Inc.
     and Massachusetts Mutual Life Insurance Company.
10.38(7) Consulting Agreement,  dated as of April 2000, between Authoriszor Inc.
     and Fred Sawin.
10.39(7) Employment  Agreement,  dated as of March 15, 2000, between Authoriszor
     Inc. and Ed Vasko.
10.40+ Consulting  Agreement,  dated July 1, 2000, between  Authoriszor Inc. and
     Commercial Technology Ltd.

                                       28

<PAGE>


10.41+  Reimbursement  Agreement,  dated  September 28, 2000 and effective as of
     October  1,  1999,  between  Authoriszor  Inc.  and  Authoriszor   Limited.
27.1+ Financial Data Schedule


     -----------

+    Filed herewith.

*    Previously filed.

+    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.

                                       29