As filed with the Securities and Exchange Commission on October 19, 2000
                                                      Registration No. 333-32816


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                AUTHORISZOR INC.

             (Exact name of registrant as specified 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 501
       Burlington, Massachusetts                                 01803
 (Address of principal executive offices)                     (Zip Code)

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

                     Authoriszor Inc. 1999 Stock Option Plan
                            (Full title of the plan)

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

                               Richard A. Langevin
                      President and Chief Executive Officer
                                Authoriszor Inc.
                             One Van de Graaff Drive
                                    Suite 502
                         Burlington, Massachusetts 01803
                     (Name and address of agent for service)

                                 (781) 359-9650
          (Telephone number, including area code, of agent for service)

                             -----------------------
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                            <C>                      <C>                     <C>                   <C>
====================================================================================================================


                                                            Proposed                Proposed
         Title of                    Amount                  Maximum                 Maximum           Amount of
        securities                   to be                  Offering                Aggregate         Registration
           to be               Registered (1) (2)             Price                 Offering            Fee (4)
        registered                                      per Share (3)(4)          Price (3)(4)
--------------------------------------------------------------------------------------------------------------------

Common Stock ($0.01 par
value per share)                1,000,000 Shares             $9.53                 $9,530,000           $2,518

====================================================================================================================
<FN>

(1)  The  securities to be registered  include an aggregate of 1,000,000  shares
     reserved for issuance  under the  Authoriszor  Inc.  1999 Stock Option Plan
     (the "Plan").

(2)  Pursuant  to  Rule  416,  this  registration  statement  also  covers  such
     additional  shares as may  hereinafter  be  offered  or  issued to  prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.

(3)  Estimated solely for purpose of calculating the registration fee.

(4)  Calculated pursuant to Rule 457(c) and 457(h).  Accordingly,  the price per
     share of common stock offered hereunder  pursuant to the Plan is calculated
     to be $9.53, which is the average of the highest and lowest price per share
     of common stock,  par value $0.01 per share ("Common  Stock") on the Nasdaq
     National Market on October 12, 2000.
</FN>
</TABLE>


<PAGE>

                                     PART I

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to  participants  in the Plan as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the Registrant with the
Securities and Exchange Commission (the "Commission"):

         (1)  The  Company's  Annual  Report  on  Form  10-KSB  filed  with  the
Commission for the fiscal year ended June 30, 2000.

         (2) The description of the Common Stock of the Company set forth in the
registration  statement on Form 8-A filed with the  Commission  on May 18, 2000,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         All documents filed by the Registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Section  145(a) of the Delaware  General  Corporation  Law (the "DGCL")
empowers  a  corporation  to  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that he or she is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer, employee or agent of another corporation or corporation as a
director,  officer,  employee  or agent of another  corporation  or  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by him or her in connection with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe this or her conduct was unlawful.

         Section  145(b) of the DGCL  empowers a  corporation  to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person acted in any of the  capacities  set forth above,  against such  expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matters as to which such  person  shall have been  adjudged  to be liable to the
corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication but in view of all the circumstances of the case,
such  person is fairly  and  reasonably  entitled  to  indemnification  for such
expenses which the court shall deem proper.

         Section  145(c) of the DGCL  further  provides  that,  to the  extent a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

                                      II-1

<PAGE>

         Section  145(f) of the DGCL provides  that the statutory  provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other  things,  the  certificate  of  incorporation,  bylaws or  indemnification
agreements.  The  Certificate  of  Incorporation  and Bylaws of the Company each
contain  provisions  regarding the  indemnification of directors and officers of
the Company.  The Certificate of Incorporation  of the Registrant  provides that
the Registrant shall, to the fullest extent permitted by law,  indemnify any and
all officers and directors of the  Registrants,  and may, to the fullest  extent
permitted by law or to such lesser extent as is determined in the  discretion of
the Board of Directors of the Registrants, indemnify and advance expenses to any
and all  other  persons  whom it shall  have the  power to  indemnify,  from and
against all expenses,  liabilities or other matters  arising out of their status
as such or their acts, omissions or services rendered in such capacities.

         The Registrant's  Certificate of Incorporation  limits the liability of
directors,  providing  that no director of the  Registrant  shall be  personally
liable to the Registrant or its  stockholders for monetary damages for breach of
fiduciary  duty as a director,  except for such  liability as is  expressly  not
subject to limitation under the Delaware General  Corporation  Laws, as the same
exists or may hereafter be amended to further limit or eliminate such liability.

         The  Certificate of  Incorporation  of the Registrant also provides the
Registrant the power to purchase and maintain  insurance on behalf of any person
who is or was a director, officer, employee or agent of the Registrant, or is or
was serving at the request of the Registrant as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against any liability  asserted  against him and incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
Registrant would have the power to indemnify him against such liability.

         The Registrant's  Certificate of  Incorporation  also provides that, in
addition to the other powers of authority  conferred upon the Board of Directors
by statute or by its  Certificate  of  Incorporation,  the Board of Directors is
empowered to exercise all such powers and do all such things as may be exercised
or done by the  Registrant,  subject to the  provisions of the Delaware  General
Corporation  Laws, the Registrant's  Certificate of Incorporation and the Bylaws
adopted by the stockholders;  provided,  however,  that no Bylaws adopted by the
stockholders shall invalidate any prior act of the Board of Directors that would
have been valid if such Bylaws had not been adopted.

         The Registrant's Bylaws provide for indemnification as follows:

                                   "ARTICLE 7

                          INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, EMPLOYEES AND AGENTS

         Section 7.1.  Third-Party  Actions. The corporation shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director or officer of the  corporation,  or is or was serving at the request of
the  corporation as a director or officer of another  corporation,  partnership,
joint  venture,  trust or other  enterprise,  against  all  expenses  (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.  The termination of
any action, suit or proceeding by judgment,  order, settlement,  conviction,  or
upon a plea of nolo contendre or its equivalent,  shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  and, with respect to any criminal action or proceeding,  that such
person had reasonable cause to believe that his or her conduct was unlawful.

         The corporation may indemnify any employee or agent of the corporation,
or any  employee  or agent  serving  at the  request  of the  corporation  as an
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  in the manner and to the extent that it shall  indemnify any
director or officer under this Section 7.1.

         Section 7.2.  Derivative  Actions.  The corporation shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against all expenses (including attorneys' fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  except that no  indemnification  shall be made with respect to any

                                      II-2

<PAGE>
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable for negligence or misconduct in the  performance of such person's duty to
the  corporation  unless and only to the extent  that the Court of  Chancery  of
Delaware or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  of Delaware or such
other court shall deem proper.

         Section 7.3.  Determination  of  Indemnification.  Any  indemnification
under Section 7.1 or 7.2 of this Article 7 (unless  ordered by a court) shall be
made  by the  corporation  only  as  authorized  in  the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is  proper in the  circumstances  because  such  person  has met the  applicable
standard  of  conduct  set forth in Section  7.1 or 7.2 of this  Article 7. Such
determination  shall be made (i) by a majority vote of the directors who are not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(ii) if  there  are no  such  directors,  or if such  directors  so  direct,  by
independent legal counsel in a written opinion, or (iii) by the stockholders.

         Section  7.4.  Right  to  Indemnification.  Notwithstanding  the  other
provisions of this Article 7, to the extent that a directors,  officer, employee
or agent of the  Corporation  has been  successful on the merits or otherwise in
defense of any actions,  suit or proceeding referred to in Section 7.1 or 7.2 of
this Article 7, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses  (including  attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         Section  7.5.  Advance of  Expenses.  Expenses  incurred in defending a
civil or criminal  actin,  suit or proceeding may be paid by the  corporation on
behalf  of a  director,  officer,  employee  or agent in  advance  of the  final
disposition  of such actin,  suit or  proceeding  as  authorized by the board of
directors in the specific case upon receipt of an undertaking by or on behalf of
the  director,  officer,  employee or agent to repay such amount unless it shall
ultimately be determined  that such person is entitled to be  indemnified by the
corporation as authorized in this Article 7.

         Section  7.6.   Indemnification  Not  Exclusive.   The  indemnification
provided by this Article 7 shall not be deemed  exclusive of any other rights to
which  any  person  seeking  indemnification  may be  entitled  under  any  law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's  official  capacity and as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

         Section  7.7.  Insurance.  The  corporation  may  purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity,  or arising out of
such  person's  status as such,  whether or not the  corporation  would have the
power to indemnify  such person against  liability  under the provisions of this
Article 7.

         Section 7.8. Definitions of Certain Terms. For purposes of this Article
7, references to "the corporation"  shall include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers,  employees  or agents,  so that any person who is or was a
director,  officer,  employee  or agent  of such  constituent  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise,  shall stand in the same position under the
provisions  of  this  Article  7 with  respect  to the  resulting  or  surviving
corporation  as  such  person  would  have  with  respect  to  such  constituent
corporation if its separate existence had continued.

         For purposes of this Article 7, references to "other enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan;  references
to "serving at the request of the  corporation"  shall  include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by such director,  officer,  employee or agent with respect
to an employee benefit plan, its participants,  or  beneficiaries;  and a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants  and  beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best  interests of
the corporation" as referred to in this Article 7.

         Section 7.9. Liability of Directors.  Notwithstanding  any provision of
the  Certificate of  Incorporation  or any other provision  herein,  no director
shall be personally  liable to the  Corporation or any  stockholder for monetary
damages for breach of  fiduciary  duty as a  director,  except for any matter in
respect of which such  director  shall be liable under Section 174 of Title 8 of
the Delaware  Code  (relating to the Delaware  General  Corporation  Law) or any
amendment  thereto or successor  provision  thereto or shall be liable by reason
that, in addition to any and all other  requirements for such liability,  he (i)

                                      II-3
<PAGE>

shall have breached his duty of loyalty to the Corporation or its  stockholders,
(ii)  shall not have  acted in good  faith,  (iii)  shall have acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, shall have acted in a manner involving intentional  misconduct or a knowing
violation of law or (iv) shall have derived an improper personal benefit."

         Pursuant  to the  provisions  of Section  145 of the  Delaware  General
Corporation  Law,  every  Delaware  corporation  has the power to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action by or in the right of the  corporation)  by reason of the fact that he or
she is or  was a  director,  officer,  employee  or  agent  of any  corporation,
partnership,  joint  venture,  trust or other  enterprise,  against  any and all
expenses,  judgments,  fines  and  amounts  pain in  settlement  and  reasonably
incurred in  connection  with such  action,  suit or  proceedings.  The power to
indemnify  applies only if such person acted in good faith and in a manner he or
she reasonably  believed to be in the best interest,  or not opposed to the best
interest,  of the  corporation  and  with  respect  to any  criminal  action  or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right of
the  corporation  as well,  but only to the  extent of  defense  and  settlement
expenses and not to any  satisfaction  of a judgment or  settlement of the claim
itself,  and with the further limitation that in such actions no indemnification
shall  be made  in the  event  of any  adjudication  unless  the  court,  in its
discretion,  believes that in the light of all the circumstances indemnification
should apply.

         To the extent any of the  persons  referred  to in the two  immediately
preceding  paragraphs is  successful  in the defense of the actions  referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.

         The  Registrant  has also entered  into an  employment  agreement  with
Richard A. Langevin under which the Registrant  agreed to indemnify and hold him
harmless,  at a minimum  in  accordance  with the  provisions  contained  in the
Registrant's  Certificate  of  Incorporation  and  Bylaws,  against  any losses,
claims, damages, liabilities,  costs, expenses, including advancing from time to
time his attorney's fees and expenses in advance of the final disposition of any
claim, action, suit, proceeding or investigation,  judgments,  fines and amounts
paid in settlement in connection  with any  threatened or actual claim,  action,
suit, proceeding or investigation, whether civil, criminal or administrative, in
which the executive is, or is threatened to be, made a party by reason of having
been a Director or officer of the  Registrant or serving or having served at the
Registrant's  request as a  director,  trustee,  officer,  employee  or agent of
another  corporation  or  of  a  partnership,  joint  venture,  trust  or  other
enterprise,  including service with respect to an employee benefit plan, whether
the basis of such  proceeding is alleged action or failure to act in an official
capacity as a director,  trustee,  officer,  employee or agent, provided that we
will have choice of counsel in any such  action.  The  Registrant's  obligations
under such  indemnification  provisions  will  survive  the  termination  of Mr.
Langevin's employment agreement.  Notwithstanding the foregoing,  the Registrant
will not be obligated to indemnify Mr.  Langevin  beyond the extent  permissible
under Section 145 of the Delaware  General  Corporation Law and other applicable
law, including, without limitation, applicable securities law.

Item 7.  Exemption from Registration Claimed.

         None.

                                      II-4
<PAGE>


Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.

         Exhibit        Description of Exhibit

          4.1*      Authoriszor Inc. 1999 Stock Option Plan (Exhibit 10.2)

          4.2*      Form of Agreement under the Authoriszor Inc. 1999 Stock Plan
                    and Schedule of Agreements (Exhibit 10.3)

          5.1       Opinion of Jenkens & Gilchrist, a Professional Corporation

          23.1      Consent of Jenkens & Gilchrist,  a Professional  Corporation
                    (included in opinion filed as Exhibit 5.1 hereto)

          23.2      Consent of Grant Thornton

          24        Power of  Attorney  (included  with  signature  page of this
                    Registration   Statement)

          ---------

          * Incorporated  by reference to the exhibit shown in parenthesis  from
the Company's Quarterly Report on Form 10-QSB for the quarter ended December 31,
1999.

Item 9.  Undertakings.

          (a) The Company hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus  required by section  10(a)(3)
          of the Securities Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective  amendment thereof) which,  individually or
          in the aggregate,  represent a fundamental  change in the  information
          set forth in the Registration Statement;

                    (iii) To include any  material  information  with respect to
          the plan of distribution not previously  disclosed in the Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

                    Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
          do  not  apply  if  the  information  required  to  be  included  in a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by the Company  pursuant to Section 13 or Section 15(d)
          of  the  Exchange  Act  that  are  incorporated  by  reference  in the
          Registration Statement.

                    (2) That, for the purpose of determining any liability under
          the Securities Act, each such post-effective amendment shall be deemed
          to be a new registration  statement relating to the securities offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

                    (3) To remove from registration by means of a post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d) of the  1934  Act  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d)  of the  1934  Act)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is


                                      II-5
<PAGE>

against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Burlington, Commonwealth of Massachusetts, on October
19, 2000:

                                         AUTHORISZOR INC.

                                         By:   /s/ Richard A. Langevin
                                             --------------------------------
                                             Richard A. Langevin
                                             President, Chief Executive Officer
                                             and Interim Chief Financial Officer
                                             (Chief Executive Officer)


                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby  constitutes and appoints  Richard A. Langevin and James L.
Jackson,  and each of them,  each with full power to act without the other,  his
true  and  lawful   attorneys-in-fact  and  agents,  each  with  full  power  of
substitution and resubstitution for him and in his name, place and stead, in any
and  all  capacities,  to  sign  any  or all  amendments  to  this  Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection  therewith,   with  the  Commission,   granting  unto  each  of  said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and confirming that each of said  attorneys-in-fact  and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration  Statement
has been  signed by the  following  persons in the  capacities  and on the dates
included:

<TABLE>
<CAPTION>
<S>                                         <C>                                       <C>

Signature                                   Title                                     Date

/s/ Raymond G.H. Seitz                      Chairman of the Board and Chairman        October 19, 2000
------------------------------------        of the Company
Raymond G.H. Seitz

/s/ Richard A. Langevin
------------------------------------        Chief Executive Officer (Principal        October 19, 2000
Richard A. Langevin                         Executive and Financial Officer),
                                            President, Interim Chief Financial
                                            Officer and Director

/s/ James L. Jackson
------------------------------------        Vice-President, Secretary and             October 19, 2000
James. L. Jackson                           Director

    no signature
------------------------------------        Director                                  October __, 2000
Sir Malcolm Rifkind

/s/ Donald D. Box
------------------------------------        Director                                  October 19, 2000
Donald. D. Box

    no signature
------------------------------------        Director                                  October __, 2000
Geoff Shingles

/s/ David R. Wray
------------------------------------        Director                                  October 19, 2000
David R. Wray

</TABLE>
                                      II-6

<PAGE>





                                INDEX TO EXHIBITS

         Exhibit        Description of Exhibit

          4.1*      Authoriszor Inc. 1999 Stock Option Plan (Exhibit 10.2)

          4.2*      Form of Agreement under the Authoriszor Inc. 1999 Stock Plan
                    and Schedule of Agreements (Exhibit 10.3)

          5.1       Opinion of Jenkens & Gilchrist, a Professional Corporation

          23.1      Consent of Jenkens & Gilchrist,  a Professional  Corporation
                    (included in opinion filed as Exhibit 5.1 hereto)

          23.2      Consent of Grant Thornton

          24        Power of  Attorney  (included  with  signature  page of this
                    Registration   Statement)

---------

          * Incorporated  by reference to the exhibit shown in parenthesis  from
the Company's Quarterly Report on Form 10-QSB for the quarter ended December 31,
1999.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "AUTHORISZOR INC. 1999 STOCK OPTION PLAN", "secsgml_size_bytes": 34616}]
{"company-data": {"conformed-name": "AUTHORISZOR INC", "cik": "0000850083", "assigned-sic": "7372", "irs-number": "752661571", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48238", "film-number": "742783"}, "business-address": {"street1": "1 JUSTIN RD", "street2": "SUITE 600", "city": "NATICK", "state": "MA", "zip": "01760-5565", "phone": "5086503916"}, "mail-address": {"street1": "1 JUSTIN RD", "city": "NATICK", "state": "MA", "zip": "01760-5565"}, "former-company": {"former-conformed-name": "TOUCAN GOLD CORP", "date-changed": "19960808"}}
As filed with the Securities and Exchange Commission on October 19, 2000
                                                      Registration No. 333-32816

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                AUTHORISZOR INC.

             (Exact name of registrant as specified 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 501
       Burlington, Massachusetts                                 01803
 (Address of principal executive offices)                     (Zip Code)

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

                     Authoriszor Inc. 1999 Stock Option Plan
                            (Full title of the plan)

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

                               Richard A. Langevin
                      President and Chief Executive Officer
                                Authoriszor Inc.
                             One Van de Graaff Drive
                                    Suite 502
                         Burlington, Massachusetts 01803
                     (Name and address of agent for service)

                                 (781) 359-9650
          (Telephone number, including area code, of agent for service)

                             -----------------------
CALCULATION OF REGISTRATION FEE
====================================================================================================================

                                                            Proposed                Proposed
         Title of                    Amount                  Maximum                 Maximum           Amount of
        securities                   to be                  Offering                Aggregate         Registration
           to be               Registered (1) (2)             Price                 Offering            Fee (4)
        registered                                      per Share (3)(4)          Price (3)(4)
--------------------------------------------------------------------------------------------------------------------

Common Stock ($0.01 par
value per share)                1,000,000 Shares             $9.53                 $9,530,000           $2,518

====================================================================================================================
(1)  The  securities to be registered  include an aggregate of 1,000,000  shares
     reserved for issuance  under the  Authoriszor  Inc.  1999 Stock Option Plan
     (the "Plan").

(2)  Pursuant  to  Rule  416,  this  registration  statement  also  covers  such
     additional  shares as may  hereinafter  be  offered  or  issued to  prevent
     dilution resulting from stock splits, stock dividends, recapitalizations or
     certain other capital adjustments.

(3)  Estimated solely for purpose of calculating the registration fee.

(4)  Calculated pursuant to Rule 457(c) and 457(h).  Accordingly,  the price per
     share of common stock offered hereunder  pursuant to the Plan is calculated
     to be $9.53, which is the average of the highest and lowest price per share
     of common stock,  par value $0.01 per share ("Common  Stock") on the Nasdaq
     National Market on October 12, 2000.
PART I

         Information  specified  in Part I of Form  S-8  (Items 1 and 2) will be
sent or given to  participants  in the Plan as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act").

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the Registrant with the
Securities and Exchange Commission (the "Commission"):

         (1)  The  Company's  Annual  Report  on  Form  10-KSB  filed  with  the
Commission for the fiscal year ended June 30, 2000.

         (2) The description of the Common Stock of the Company set forth in the
registration  statement on Form 8-A filed with the  Commission  on May 18, 2000,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description.

         All documents filed by the Registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  registration
statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Section  145(a) of the Delaware  General  Corporation  Law (the "DGCL")
empowers  a  corporation  to  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that he or she is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  officer, employee or agent of another corporation or corporation as a
director,  officer,  employee  or agent of another  corporation  or  enterprise,
against expenses (including attorneys' fees), judgments,  fines and amounts paid
in settlement  actually and reasonably incurred by him or her in connection with
such  action,  suit or  proceeding  if such person  acted in good faith and in a
manner  he or she  reasonably  believed  to be in or  not  opposed  to the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe this or her conduct was unlawful.

         Section  145(b) of the DGCL  empowers a  corporation  to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person acted in any of the  capacities  set forth above,  against such  expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement  of such action or suit if he or she acted under  similar  standards,
except  that no  indemnification  may be made in respect of any claim,  issue or
matters as to which such  person  shall have been  adjudged  to be liable to the
corporation  unless and only to the  extent  that the Court of  Chancery  or the
court in which such action or suit was brought shall determine upon  application
that, despite the adjudication but in view of all the circumstances of the case,
such  person is fairly  and  reasonably  entitled  to  indemnification  for such
expenses which the court shall deem proper.

         Section  145(c) of the DGCL  further  provides  that,  to the  extent a
director, officer, employee or agent of a corporation has been successful on the
merits or otherwise in the defense of any action, suit or proceeding referred to
above or in the defense of any claim,  issue or matter therein,  he or she shall
be  indemnified  against  expenses  (including  attorneys'  fees)  actually  and
reasonably incurred by him or her in connection therewith.

                                      II-1
Section  145(f) of the DGCL provides  that the statutory  provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other  things,  the  certificate  of  incorporation,  bylaws or  indemnification
agreements.  The  Certificate  of  Incorporation  and Bylaws of the Company each
contain  provisions  regarding the  indemnification of directors and officers of
the Company.  The Certificate of Incorporation  of the Registrant  provides that
the Registrant shall, to the fullest extent permitted by law,  indemnify any and
all officers and directors of the  Registrants,  and may, to the fullest  extent
permitted by law or to such lesser extent as is determined in the  discretion of
the Board of Directors of the Registrants, indemnify and advance expenses to any
and all  other  persons  whom it shall  have the  power to  indemnify,  from and
against all expenses,  liabilities or other matters  arising out of their status
as such or their acts, omissions or services rendered in such capacities.

         The Registrant's  Certificate of Incorporation  limits the liability of
directors,  providing  that no director of the  Registrant  shall be  personally
liable to the Registrant or its  stockholders for monetary damages for breach of
fiduciary  duty as a director,  except for such  liability as is  expressly  not
subject to limitation under the Delaware General  Corporation  Laws, as the same
exists or may hereafter be amended to further limit or eliminate such liability.

         The  Certificate of  Incorporation  of the Registrant also provides the
Registrant the power to purchase and maintain  insurance on behalf of any person
who is or was a director, officer, employee or agent of the Registrant, or is or
was serving at the request of the Registrant as a director, officer, employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise,  against any liability  asserted  against him and incurred by him in
any such  capacity,  or arising  out of his  status as such,  whether or not the
Registrant would have the power to indemnify him against such liability.

         The Registrant's  Certificate of  Incorporation  also provides that, in
addition to the other powers of authority  conferred upon the Board of Directors
by statute or by its  Certificate  of  Incorporation,  the Board of Directors is
empowered to exercise all such powers and do all such things as may be exercised
or done by the  Registrant,  subject to the  provisions of the Delaware  General
Corporation  Laws, the Registrant's  Certificate of Incorporation and the Bylaws
adopted by the stockholders;  provided,  however,  that no Bylaws adopted by the
stockholders shall invalidate any prior act of the Board of Directors that would
have been valid if such Bylaws had not been adopted.

         The Registrant's Bylaws provide for indemnification as follows:

                                   "ARTICLE 7

                          INDEMNIFICATION OF DIRECTORS,
                         OFFICERS, EMPLOYEES AND AGENTS

         Section 7.1.  Third-Party  Actions. The corporation shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  corporation)  by reason  of the fact that such  person is or was a
director or officer of the  corporation,  or is or was serving at the request of
the  corporation as a director or officer of another  corporation,  partnership,
joint  venture,  trust or other  enterprise,  against  all  expenses  (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred  by such person in  connection  with such  action,  suit or
proceeding  if such  person  acted in good  faith  and in a manner  such  person
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his or her conduct was unlawful.  The termination of
any action, suit or proceeding by judgment,  order, settlement,  conviction,  or
upon a plea of nolo contendre or its equivalent,  shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  and, with respect to any criminal action or proceeding,  that such
person had reasonable cause to believe that his or her conduct was unlawful.

         The corporation may indemnify any employee or agent of the corporation,
or any  employee  or agent  serving  at the  request  of the  corporation  as an
employee or agent of another corporation,  partnership,  joint venture, trust or
other  enterprise,  in the manner and to the extent that it shall  indemnify any
director or officer under this Section 7.1.

         Section 7.2.  Derivative  Actions.  The corporation shall indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment  in its favor by reason of the fact that such
person is or was a director,  officer, employee or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against all expenses (including attorneys' fees) actually and
reasonably  incurred by such person in connection with the defense or settlement
of such action or suit if such  person  acted in good faith and in a manner such
person reasonably  believed to be in or not opposed to the best interests of the
corporation,  except that no  indemnification  shall be made with respect to any

                                      II-2
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable for negligence or misconduct in the  performance of such person's duty to
the  corporation  unless and only to the extent  that the Court of  Chancery  of
Delaware or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  of Delaware or such
other court shall deem proper.

         Section 7.3.  Determination  of  Indemnification.  Any  indemnification
under Section 7.1 or 7.2 of this Article 7 (unless  ordered by a court) shall be
made  by the  corporation  only  as  authorized  in  the  specific  case  upon a
determination that indemnification of the director,  officer,  employee or agent
is  proper in the  circumstances  because  such  person  has met the  applicable
standard  of  conduct  set forth in Section  7.1 or 7.2 of this  Article 7. Such
determination  shall be made (i) by a majority vote of the directors who are not
parties to such action,  suit or proceeding,  even though less than a quorum, or
(ii) if  there  are no  such  directors,  or if such  directors  so  direct,  by
independent legal counsel in a written opinion, or (iii) by the stockholders.

         Section  7.4.  Right  to  Indemnification.  Notwithstanding  the  other
provisions of this Article 7, to the extent that a directors,  officer, employee
or agent of the  Corporation  has been  successful on the merits or otherwise in
defense of any actions,  suit or proceeding referred to in Section 7.1 or 7.2 of
this Article 7, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses  (including  attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

         Section  7.5.  Advance of  Expenses.  Expenses  incurred in defending a
civil or criminal  actin,  suit or proceeding may be paid by the  corporation on
behalf  of a  director,  officer,  employee  or agent in  advance  of the  final
disposition  of such actin,  suit or  proceeding  as  authorized by the board of
directors in the specific case upon receipt of an undertaking by or on behalf of
the  director,  officer,  employee or agent to repay such amount unless it shall
ultimately be determined  that such person is entitled to be  indemnified by the
corporation as authorized in this Article 7.

         Section  7.6.   Indemnification  Not  Exclusive.   The  indemnification
provided by this Article 7 shall not be deemed  exclusive of any other rights to
which  any  person  seeking  indemnification  may be  entitled  under  any  law,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's  official  capacity and as to a person who has ceased
to be a director,  officer,  employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.

         Section  7.7.  Insurance.  The  corporation  may  purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint venture,  trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity,  or arising out of
such  person's  status as such,  whether or not the  corporation  would have the
power to indemnify  such person against  liability  under the provisions of this
Article 7.

         Section 7.8. Definitions of Certain Terms. For purposes of this Article
7, references to "the corporation"  shall include,  in addition to the resulting
corporation,  any  constituent  corporation  (including  any  constituent  of  a
constituent)  absorbed  in a  consolidation  or merger  which,  if its  separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers,  employees  or agents,  so that any person who is or was a
director,  officer,  employee  or agent  of such  constituent  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise,  shall stand in the same position under the
provisions  of  this  Article  7 with  respect  to the  resulting  or  surviving
corporation  as  such  person  would  have  with  respect  to  such  constituent
corporation if its separate existence had continued.

         For purposes of this Article 7, references to "other enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan;  references
to "serving at the request of the  corporation"  shall  include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by such director,  officer,  employee or agent with respect
to an employee benefit plan, its participants,  or  beneficiaries;  and a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants  and  beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best  interests of
the corporation" as referred to in this Article 7.

         Section 7.9. Liability of Directors.  Notwithstanding  any provision of
the  Certificate of  Incorporation  or any other provision  herein,  no director
shall be personally  liable to the  Corporation or any  stockholder for monetary
damages for breach of  fiduciary  duty as a  director,  except for any matter in
respect of which such  director  shall be liable under Section 174 of Title 8 of
the Delaware  Code  (relating to the Delaware  General  Corporation  Law) or any
amendment  thereto or successor  provision  thereto or shall be liable by reason
that, in addition to any and all other  requirements for such liability,  he (i)

                                      II-3
shall have breached his duty of loyalty to the Corporation or its  stockholders,
(ii)  shall not have  acted in good  faith,  (iii)  shall have acted in a manner
involving intentional misconduct or a knowing violation of law or, in failing to
act, shall have acted in a manner involving intentional  misconduct or a knowing
violation of law or (iv) shall have derived an improper personal benefit."

         Pursuant  to the  provisions  of Section  145 of the  Delaware  General
Corporation  Law,  every  Delaware  corporation  has the power to indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or  completed  action,  suit or  proceeding  (other than an
action by or in the right of the  corporation)  by reason of the fact that he or
she is or  was a  director,  officer,  employee  or  agent  of any  corporation,
partnership,  joint  venture,  trust or other  enterprise,  against  any and all
expenses,  judgments,  fines  and  amounts  pain in  settlement  and  reasonably
incurred in  connection  with such  action,  suit or  proceedings.  The power to
indemnify  applies only if such person acted in good faith and in a manner he or
she reasonably  believed to be in the best interest,  or not opposed to the best
interest,  of the  corporation  and  with  respect  to any  criminal  action  or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

         The power to indemnify applies to actions brought by or in the right of
the  corporation  as well,  but only to the  extent of  defense  and  settlement
expenses and not to any  satisfaction  of a judgment or  settlement of the claim
itself,  and with the further limitation that in such actions no indemnification
shall  be made  in the  event  of any  adjudication  unless  the  court,  in its
discretion,  believes that in the light of all the circumstances indemnification
should apply.

         To the extent any of the  persons  referred  to in the two  immediately
preceding  paragraphs is  successful  in the defense of the actions  referred to
therein, such person is entitled, pursuant to Section 145, to indemnification as
described above.

         The  Registrant  has also entered  into an  employment  agreement  with
Richard A. Langevin under which the Registrant  agreed to indemnify and hold him
harmless,  at a minimum  in  accordance  with the  provisions  contained  in the
Registrant's  Certificate  of  Incorporation  and  Bylaws,  against  any losses,
claims, damages, liabilities,  costs, expenses, including advancing from time to
time his attorney's fees and expenses in advance of the final disposition of any
claim, action, suit, proceeding or investigation,  judgments,  fines and amounts
paid in settlement in connection  with any  threatened or actual claim,  action,
suit, proceeding or investigation, whether civil, criminal or administrative, in
which the executive is, or is threatened to be, made a party by reason of having
been a Director or officer of the  Registrant or serving or having served at the
Registrant's  request as a  director,  trustee,  officer,  employee  or agent of
another  corporation  or  of  a  partnership,  joint  venture,  trust  or  other
enterprise,  including service with respect to an employee benefit plan, whether
the basis of such  proceeding is alleged action or failure to act in an official
capacity as a director,  trustee,  officer,  employee or agent, provided that we
will have choice of counsel in any such  action.  The  Registrant's  obligations
under such  indemnification  provisions  will  survive  the  termination  of Mr.
Langevin's employment agreement.  Notwithstanding the foregoing,  the Registrant
will not be obligated to indemnify Mr.  Langevin  beyond the extent  permissible
under Section 145 of the Delaware  General  Corporation Law and other applicable
law, including, without limitation, applicable securities law.

Item 7.  Exemption from Registration Claimed.

         None.

                                      II-4
Item 8.  Exhibits.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.

         Exhibit        Description of Exhibit

          4.1*      Authoriszor Inc. 1999 Stock Option Plan (Exhibit 10.2)

          4.2*      Form of Agreement under the Authoriszor Inc. 1999 Stock Plan
                    and Schedule of Agreements (Exhibit 10.3)

          5.1       Opinion of Jenkens & Gilchrist, a Professional Corporation

          23.1      Consent of Jenkens & Gilchrist,  a Professional  Corporation
                    (included in opinion filed as Exhibit 5.1 hereto)

          23.2      Consent of Grant Thornton

          24        Power of  Attorney  (included  with  signature  page of this
                    Registration   Statement)

          ---------

          * Incorporated  by reference to the exhibit shown in parenthesis  from
the Company's Quarterly Report on Form 10-QSB for the quarter ended December 31,
1999.

Item 9.  Undertakings.

          (a) The Company hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this Registration Statement:

                    (i) To include any prospectus  required by section  10(a)(3)
          of the Securities Act;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of the Registration Statement (or the
          most recent post-effective  amendment thereof) which,  individually or
          in the aggregate,  represent a fundamental  change in the  information
          set forth in the Registration Statement;

                    (iii) To include any  material  information  with respect to
          the plan of distribution not previously  disclosed in the Registration
          Statement  or  any  material   change  to  such   information  in  the
          Registration Statement;

                    Provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
          do  not  apply  if  the  information  required  to  be  included  in a
          post-effective  amendment by those paragraphs is contained in periodic
          reports  filed by the Company  pursuant to Section 13 or Section 15(d)
          of  the  Exchange  Act  that  are  incorporated  by  reference  in the
          Registration Statement.

                    (2) That, for the purpose of determining any liability under
          the Securities Act, each such post-effective amendment shall be deemed
          to be a new registration  statement relating to the securities offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof.

                    (3) To remove from registration by means of a post-effective
          amendment any of the securities  being  registered which remain unsold
          at the termination of the offering.

         (b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities  Act, each filing of the Company's  annual report
pursuant  to  Section  13(a)  or  Section  15(d) of the  1934  Act  (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d)  of the  1934  Act)  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
has been advised that in the opinion of the Commission such  indemnification  is

                                      II-5
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling  person in connection with the securities being  registered,  the
Company  will,  unless in the opinion of its counsel the matter has been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

                                   SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Burlington, Commonwealth of Massachusetts, on October
19, 2000:

                                         AUTHORISZOR INC.

                                         By:   /s/ Richard A. Langevin
                                             --------------------------------
                                             Richard A. Langevin
                                             President, Chief Executive Officer
                                             and Interim Chief Financial Officer
                                             (Chief Executive Officer)

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby  constitutes and appoints  Richard A. Langevin and James L.
Jackson,  and each of them,  each with full power to act without the other,  his
true  and  lawful   attorneys-in-fact  and  agents,  each  with  full  power  of
substitution and resubstitution for him and in his name, place and stead, in any
and  all  capacities,  to  sign  any  or all  amendments  to  this  Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection  therewith,   with  the  Commission,   granting  unto  each  of  said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection  therewith,
as fully to all  intents and  purposes as he might or could do in person  hereby
ratifying and confirming that each of said  attorneys-in-fact  and agents or his
substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration  Statement
has been  signed by the  following  persons in the  capacities  and on the dates
included:
Signature                                   Title                                     Date

/s/ Raymond G.H. Seitz                      Chairman of the Board and Chairman        October 19, 2000
------------------------------------        of the Company
Raymond G.H. Seitz

/s/ Richard A. Langevin
------------------------------------        Chief Executive Officer (Principal        October 19, 2000
Richard A. Langevin                         Executive and Financial Officer),
                                            President, Interim Chief Financial
                                            Officer and Director

/s/ James L. Jackson
------------------------------------        Vice-President, Secretary and             October 19, 2000
James. L. Jackson                           Director

    no signature
------------------------------------        Director                                  October __, 2000
Sir Malcolm Rifkind

/s/ Donald D. Box
------------------------------------        Director                                  October 19, 2000
Donald. D. Box

    no signature
------------------------------------        Director                                  October __, 2000
Geoff Shingles

/s/ David R. Wray
------------------------------------        Director                                  October 19, 2000
David R. Wray
II-6
INDEX TO EXHIBITS

         Exhibit        Description of Exhibit

          4.1*      Authoriszor Inc. 1999 Stock Option Plan (Exhibit 10.2)

          4.2*      Form of Agreement under the Authoriszor Inc. 1999 Stock Plan
                    and Schedule of Agreements (Exhibit 10.3)

          5.1       Opinion of Jenkens & Gilchrist, a Professional Corporation

          23.1      Consent of Jenkens & Gilchrist,  a Professional  Corporation
                    (included in opinion filed as Exhibit 5.1 hereto)

          23.2      Consent of Grant Thornton

          24        Power of  Attorney  (included  with  signature  page of this
                    Registration   Statement)

---------

          * Incorporated  by reference to the exhibit shown in parenthesis  from
the Company's Quarterly Report on Form 10-QSB for the quarter ended December 31,
1999.