U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
000-27869
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CUSIP NUMBER
0526773 10 0
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(Check One):
Form 10-KSB [ ] Form 20-F [ ] Form 11-K [X] Form 10-QSB [ ] Form N-SAR
[ ] Form 10-KSB
For the Period Ended: June 30, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________
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Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates: N/A
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Part I--Registration Information
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Full Name of Registrant: Authoriszor Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
Authoriszor Inc.
c/o WRDCLogsys, First Floor, Ebor Court
Westgate, Leeds LS1 4ND United Kingdom
(City, Country and Zip Code)
Part II--Rules 12b-25 (b) and (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-KSB, 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-QSB, or portion thereof, will
be filed on or before the fifth calendar day following the prescribed due date;
and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
Part III--Narrative
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State below in reasonable detail the reasons why the Form 10-KSB, 11-K, 10-QSB,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed period.
Because of the restructure of the registrant and its subsidiaries arising from
the transactions that were consummated following the end of the last fiscal
year, registrant's staffing considerations and other business matters that have
been the principal focus of management's time and attention, the registrant is
unable to complete the Form 10-KSB in time for filing on the prescribed date.
The registrant intends to file its Form 10-QSB within the prescribed period
allowed-by the rules relating to Form 12b-25.
Part IV--Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
Garcia Hanson 011-44-113-245-4788
(Name) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
See Attachment IV
Authoriszor Inc.
(Name of Registrant as specified in charter)
The Registrant has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: September 30, 2002 By: /s/ Garcia Hanson
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Garcia Hanson
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
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ATTACHMENT IV
The following is a discussion of the estimated results of operations for
the Authoriszor Inc. for the year ended 30 June, 2002 compared with the year
ended 30 June, 2001. Our financial statements for the year ended 30 June, 2002
have not been completed and, therefore, these numbers are subject to change and
are being provided at this time in advance of the completion of such financial
statements to comply with the requirements of Form 12b-25.
Revenues
Revenues for the year ended June 30, 2002 were $6,880,483 compared to
$708,477 for the year ended June 30, 2001. This increase resulted primarily from
consolidating the operations of Logsys following our acquisition of Logsys on in
July, 2001, and from the acquisition of the remaining share capital of WRDC in
December, 2001.
Costs of Revenues
Cost of revenues during the year ended June 30, 2002 increased to
$2,231,226 compared to $254,048 for the year ended June 30, 2001. This increase
resulted from an increase in share of consolidated operations as explained in
the notes to Revenues above, the level of cost of sales as a percentage of
revenue increase due to a change in revenue mix to lower margin product sales.
Operating Expenses
Administrative expenses consist primarily of salaries and benefits paid
to our employees, travel costs incurred by our employees, occupancy and office
costs, severance costs associated with the resignation of our former Chief
Executive Officer and Chief Financial Officer and severance costs associated
with the termination of UK employees as a result of the implementation of
management's new business plan. Administrative expenses for the year ended June
30, 2002 fell to $11.3 million compared to $16.4 million in the year ended June
30, 2001. The reduction was attributable to the following expenses:
o Salary and benefits fell to $6,594,030 for the year ended June 30, 2002
compared to $7,343,133 at June 30, 2001. The reduction is primarily due to
the reduced number of staff at Authoriszor Ltd, Inc during the year, the
savings here outweighed the effect of additional staff acquired from the
acquisition of Logsys and WRDC. There were 48 permanent staff within the
group at 30 June 2002.
o Travel expenses were $613,159 in the year ended June 30, 2002 compared to
$1,062,988 a year ago. The restructuring of Inc and closing of field
offices during the latter part of the previous year meant there was little
Trans-Atlantic travel required in the year to 30 June, 2002, and the fall
off of operations within Authoriszor Ltd resulted in savings that
outweighed travel expense within WRDC and Logsys.
o Occupancy and office costs were $919,529 for the year ended June 30, 2002
compared to $1,313,634 a year ago. The reduction is primarily a result of
the savings from the closure and sub-letting of our former company
headquarters in the U.S. outweighing costs of the offices of WRDC and
Logsys
o Recruitment costs were $61,868 for the year to 30 June 2002 compared to
$610,000 in the previous year. Headcount was steadily increased in the
early part of the previous year to attain required operating levels with
Authoriszor Ltd and Inc. The refocus away from these development towards
WRDC, Logsys meant that little recruitment took place in the year to 30
June 2002.
Marketing and Advertising
Marketing and advertising expenses were $255,896 for the year ended
June 30, 2002 compared to $1,569,869 a year ago. This decrease is attributable
primarily to costs incurred during the first ten months of the year to 30 June,
2001 in setting up additional sales offices, branding of our products through
website construction and other promotional activities and hiring new sales and
marketing employees. The refocus away from Authoriszor ltd and Inc towards the
more established brands of WRDC, Logsys meant a reduction in expenditure in the
year to June 30, 2002.
Restructuring and Exit Costs
We incurred restructuring and exit costs of $672,822 in the year ended
June 30, 2002 as a result of our decision to reduce the level of UK operations,
including $420,500 severance for the former Chief Executive Officer and Chief
Financial Officer.
Other Income and Expense
Interest income was $200,256 for the year ended June 30, 2002 compared
to $1,056,979 a year ago. The decrease is a result the reduction in cash
balances over the year.
We incurred gains on foreign exchange transactions of $518,153 for the
year ended June 30, 2002 compared to losses of $1,774,696 a year ago. The gains
were due primarily to maintaining the majority of our operating cash in a pound
sterling bank account. The British pound gained against the U.S. dollar
throughout the year ended June 30, 2002.
There were write-downs in the carrying value of the investments in
WRDC, Logsys totaling $4,051,612 in the year to 30 June, 2002. There were no
such write-downs in the previous year. These write-downs are explained in the
accounting policy note on the treatment of Goodwill.
Net Loss
The net loss for the year ended June 30, 2002 was ($11,942,426)
compared to ($19,438,747) for the year ended June 30, 2001. This is as a result
of all the factors above.