UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            AMENDMENT No. 1 FORM 20-F
   ---
   XXX  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
   ---
        OF THE SECURITIES EXCHANGE ACT OF 1934

                                       OR
   ---
   ___  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934

                                       OR
   ---
   ___  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
        THE SECURITIES EXCHANGE ACT OF 1934
        For the transition period from __________ to ________

                        Commission File Number: _0-30610

                              SoftCare EC.com Inc.
                              --------------------
             (Exact name of Registrant as specified in its charter)

                            British Columbia, Canada
                            ------------------------
                 (Jurisdiction of incorporation or organization)

       Suite 107, 980 West 1st Street, North Vancouver, British Columbia,
       ------------------------------------------------------------------
                                 Canada V7P 3N4
                                 --------------
                    (Address of principal executive offices)

     Securities to be registered pursuant to Section 12(b) of the Act: None

        Securities to be registered pursuant to Section 12(g) of the Act:
        -----------------------------------------------------------------
                        Common Shares, without par value
                        --------------------------------
                                (Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act:                                                                 None

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital  or common  shares as of the close of the  period  covered by the annual
report. January 31, 2000:                                             14,550,028

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 12 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 the past ninety days.                           Yes     No XXX
                                                                   ------  -----
Indicate by check mark which financial statement item the registrant has elected
to follow:                                                 Item 17 XXX Item 18
                                                               -----       -----

                                  Page 1 of 630
                          Index to Exhibits on Page 87

<PAGE>

                              SOFTCARE EC.COM INC.
                                TABLE OF CONTENTS

                                     PART I
                                                                          Page

Item 1.  Description of Business                                           3

Item 2.  Description of Property                                          47

Item 3.  Legal Proceedings                                                48

Item 4.  Control of Registrant                                            49

Item 5.  Nature of Trading Market                                         50

Item 6.  Exchange Controls and Other Limitations                          52
                  Affecting Security Holders

Item 7.  Taxation                                                         54

Item 8.  Selected Financial Data                                          66

Item 9.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations           68

Item 10. Directors and Officers of Registrant                             75

Item 11. Compensation of Directors and Officers                           77

Item 12. Options to Purchase Securities from Registrant
                  or Subsidiaries                                         78

Item 13. Interest of Management in Certain Transactions                   80
                                     PART II

Item 14. Description of Securities to be Registered                       82
                                    PART III

Item 15. Defaults Upon Senior Securities                                  86

Item 16. Changes in Securities and Changes in Security
                  for Registered Securities                               86

                                     PART IV

Item 17. Financial Statements                                             86
Item 18. Financial Statements
Item 19. Financial Statements and Exhibits                                87
<PAGE>

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Introduction
------------

SoftCare EC.com Inc. (hereinafter also referred to as the "Company" or the
"Registrant") is a Canadian-based software company specializing in electronic
commerce ("EC") software and electronic data interchange ("EDI") solutions for
businesses. The Company was incorporated on March 30, 1981, under the laws of
the Province of British Columbia and was originally known as Burmac Energy
Corporation.

From the date of its incorporation to mid-1997, the Company was in the business
of exploring and developing natural resource properties. The Company was
inactive from mid-1997 until April 1999 when it entered into a share purchase
agreement ("Share Purchase Agreement") to acquire (the "Acquisition") all of the
issued and outstanding common shares of SoftCare Electronic Commerce Inc.
("Softcare"), a private company incorporated in British Columbia, Canada. The
Acquisition, which constituted a reverse takeover under the rules of the former
Vancouver Stock Exchange, was completed in June 1999. The name of the Company
was changed to SoftCare EC.com, Inc., effective June 10, 1999.

Upon completion of the Acquisition, the business of SoftCare became the
operational business for the Company. The Company's current business involves
the development, marketing, sale and support of its software products and
services.

The Company's head and principal office is located at Suite 107--980 West 1st
Street, North Vancouver, British Columbia, Canada V7P 3N4. The contact person is
Martyn Armstrong, President and Director. The telephone number is (604)
983-8083; the facsimile number is (604) 983-8056. The Company's registered and
records office is located at 2100-1111 West Georgia Street, Vancouver, British
Columbia, V7X 1K9 Canada.


The Company's authorized capital consists of 100,000,000 common shares without
par value. As of November 30, 1999, the Company had a total of 14,466,428 common
shares issued and outstanding. At the close of business on March 30, 2000, there
were 15,287,428 common shares issued and outstanding. Shares were issued upon
the conversion into common shares of the special warrants distributed pursuant
to the Acquisition and the Private Placement (the "Private Placement") of the
special warrants that



                                       3
<PAGE>


completed  concurrently  with the Acquisition and upon the exercise of warrants.
1,000,000  of these  shares were issued to the SESB Trust for  employees  of the
Company;  however,  these Trust shares will not be  distributed to the employees
until certain sales performance targets are met.

The legal subsidiary and deemed acquiror, Softcare, originally had a fiscal year
end of May 31. Its annual  consolidated  financial  statements were completed on
this basis for the years  ended May 31,  1995 and May 31,  1996.  On February 1,
1997, Softcare  amalgamated with its holding company,  Norgate Holdings Inc. and
changed its fiscal year end to December 31.

On June 30,  1999,  the Board of  Directors  of the Company  passed a resolution
changing the fiscal year end of the Company and of SoftCare to May 31, effective
May  31,  1999.  It  provided  written  notification  to  the  British  Columbia
Securities Commission ("BCSC") that it was changing its fiscal year end as such.
The BCSC accepted the change and requires that the Company's next annual audited
financial  statements be for the year ended May 31, 2000, with  comparatives for
the 5 months  ended May 31, 1999 and 12 months  ended  December  31,  1998.  All
subsequent consolidated financial statements will be for the years ending May 31
with comparative figures of the relevant prior period.

Subsequent to the reverse take-over transaction,  the Company pursued the filing
of its Form 20F with the US Securities and Exchange Commission ("US SEC"). As it
only  had 23  consecutive  months  of  audited  financial  statements  available
(February  1,  1997 to  December  31,  1998),  KPMG  LLP was  engaged  to  audit
Softcare's  financial statements for the full 12 months ended December 31, 1997,
plus  the 9  nine  months  ended  September  30,  1999.  The  audited  financial
statements  presented in the Form 20F therefore cover 33 months, from January 1,
1997 to September 30, 1999.

The  November 30, 1999  consolidated  financial  statements  are for the 6-month
period  (June 1, 1999 to November  30,  1999) then ended and were filed with the
BCSC as required by reporting entities.  These consolidated financial statements
were  included  with the Form 20F  because  they were issued  subsequent  to the
September 30, 1999 financial statements and prior to the filing of the Form 20F.




                                       4
<PAGE>

RECENT EVENTS


The following events occurred subsequent to the original filing of this document
on March 9, 2000:

$5.6 Million Special Warrant Financing

On March 30, 2000, the Company  completed a Special  Warrant  financing  raising
gross proceeds of $5,606,250.  A total of 1,495,000 Special Warrants were placed
at a price of $3.75 per Special  Warrant.  Each Special  Warrant is exercisable,
without further payment,  into one Common Share and one half of a share purchase
warrant.  Two such half  share  purchase  warrants  will  entitle  the holder to
purchase one additional Common Share at a price of $4.25 per share. Each unit is
subject to a hold  period and may not be traded  until July 29,  2000,  with the
Warrant  having  to be  exercised  prior to its  expiry  date one year  from the
closing date of the financing. If all of the warrants are exercised, the maximum
gross  proceeds  from the  exercise of the  Warrants  would raise an  additional
$3,176,875.

The proceeds  from this Special  Warrant  financing  will be used to advance the
implementation of the Company's long term business objectives.  These objectives
include  continuing to forge e-business  relationships,  enabling the Company to
further  secure its position as a leader in the business to business  e-commerce
vertical market place.

A copy of the Agency  Agreement - Special  Warrant  Private  Placement  has been
incorporated in this document as Exhibit 6.C.

New Corporate Officer

On April 1, 2000,  Ross  Casabonne  was  appointed  as Vice  President  of Latin
American business development.

Acquisition of Financial Management Group, LLC ("FMG")

On April 13,  2000,  the Company  completed  the  acquisition,  subject  only to
regulatory approval, of a 100 percent interest in Financial Management Group LLC
(FMG), a Nevada Limited Liability  Company.  FMG provides software  solutions to
the credit counseling industry with its proprietary  software,  Credisolv.  With
its purchase of FMG, the Company intends to create a Net Market Maker to operate
a credit  counseling  vertical  portal.  The  acquisition  of FMG is expected to
provide ongoing transaction fees to the Company. The Company intends to connect


                                       5
<PAGE>


portal, a move which it believes will benefit customers of the Company's OpenEC
Credit Counseling Portal.

Details of the transaction are outlined in Schedule C, included with this
document, and in the purchase agreement, incorporated as Exhibit 6.D. in this
document.


The Company's common shares trade on the Canadian Venture Exchange
("CDNX")(formerly the Vancouver Stock Exchange, "VSE") under the symbol "SCE".

The Company's consolidated financial statements are stated in Canadian Dollars
("CDN$") and are prepared in accordance with Canadian Generally Accepted
Accounting Principles ("GAAP"), the application of which, in the case of the
Company, conforms in all material respects for the periods presented with U.S.
GAAP, except as noted in the notes to the financial statements included herein.

In this Registration Statement, unless otherwise specified, all dollar amounts
are expressed in Canadian Dollars. References in this document to "$" and "CDN$"
refer to Canadian dollars, unless otherwise specified; references to "U.S.$"
refer to U.S. dollars.

The Government of Canada permits a floating exchange rate to determine the value
of the Canadian Dollar against the U.S. Dollar ("U.S.$").

Table No. 1 sets forth the rate of exchange for the Canadian Dollar. For
purposes of this table, the rate of exchange means the noon buying rate in New
York City for cable transfers in foreign currencies as certified for customs
purposes by the Federal Reserve Bank of New York. The table sets forth the
number of Canadian Dollars required under that formula to buy one U.S. Dollar.
The average rate means the average of the exchange rates on the last day of each
month during the period.









                                       6
<PAGE>

                                   Table No. 1
                           U.S. Dollar/Canadian Dollar

                                 Average     Close       High      Low

Six Months Ended 11/30/99         $1.73      $1.47      $1.51      $1.45
Six Months Ended 11/30/98         $1.77      $1.52      $1.58      $1.43
Nine Months Ended 9/30/99         $1.48      $1.47      $1.52      $1.45
Year Ended 12/31/98               $1.40      $1.46      $1.34      $1.42
Year Ended 12/31/97               $1.36      $1.38      $1.34      $1.38
Seven Months Ended 12/31/96       $1.36      $1.42      $1.33      $1.36
Year Ended 05/31/96               $1.35      $1.36      $1.37      $1.34
Year Ended 05/31/95               $1.37      $1.36      $1.41      $1.35


The value of the U.S. Dollar in relation to the Canadian Dollar was 1.44 as of
01/31/00. The value of the U.S. Dollar in relation to the Canadian Dollar was
1.45 as of 02/29/00.




























                                       7
<PAGE>

Background
----------
Incorporation Data
------------------

The Company was incorporated under the laws of the Province of British Columbia
on March 30, 1981, under the name Burmac Energy Corporation. In February 1991,
the Company changed its name to Bus Holdings Corp.; the name was changed to
Savannah Ventures Ltd., effective November 17, 1997, and to International
Savannah Ventures Ltd., effective December 1, 1998. In June 1999, the Company
acquired all of the issued and outstanding shares of SoftCare. The name of the
Company was changed to SoftCare EC.com Inc., effective June 10, 1999. The
Company consolidated its share capital on a 7:1 basis effective as of February
7, 1991 and on a 6:1 basis effective as of December 1, 1998.

Historical Corporate Development

From the date of incorporation to mid-1997, the Company was involved in the
exploration and development of natural resource properties. In mid-1997, the
Company abandoned its mineral properties and began seeking alternate business
opportunities. The write-off of the Company's six mineral properties in
Indonesia and related deferred exploration costs occurred in fiscal 1998. In
June 1999, the Company's efforts to shift its business focus to electronic
commerce ("EC") culminated in the acquisition of SoftCare.

The Company carries on its business primarily through direct and indirect
subsidiaries. The subsidiaries of the Company are:

1.       SOFTCARE ELECTRONIC COMMERCE INC. ("SoftCare"), a wholly owned
         subsidiary, that resulted from the amalgamation, effective February 1,
         1997, of Softcare Consulting Inc. and Norgate Holdings Inc. Norgate
         Holdings Inc., incorporated November 30, 1989, and Softcare Consulting
         Inc., incorporated December 11, 1989, were both private British
         Columbia companies. The Company and Softcare carry on business from the
         office at Suite 107-980 West 1st Street, North Vancouver, British
         Columbia Canada V7P 3N4.



                                       8
<PAGE>

2.       SCEC HOLDINGS LTD. ("SCEC Holdings"), a wholly owned subsidiary of
         SoftCare, incorporated on February 6, 1998, under the laws of the
         Province of British Columbia, having an office at Suite 107-980 West
         1st Street, North Vancouver, British Columbia V7P 3N4.

3.       SCC HOLDINGS LTD. ("SCC Holdings"), a wholly owned subsidiary of
         SoftCare, incorporated on June 13, 1995, under the laws of the Province
         of British Columbia, having an office at Suite 107-980 West 1st Street,
         North Vancouver, British Columbia V7P 3N4.

4.       SOFTCARE ELECTRONIC COMMERCE (U.S.A.) INC. ("SoftCare U.S.A."), a
         wholly owned subsidiary of SoftCare, incorporated on August 7, 1998,
         under the laws of the State of Washington, having an office at 1022
         North G Street Tacoma, Washington 98403.

The Company also owns 100 percent of Bus Holdings Corporation, a Company
incorporated under the laws of Anguilla. Bus Holdings Corporation is not
commercially active, has no assets or liabilities, and has been effectively
abandoned by the Company.

On April 13, 2000, the Company completed the acquisition of Financial Management
Group LLC ("FMG").

































                                       9
<PAGE>

                    Diagram of Legal Parent and Subsidiaries





                            SoftCare EC.com Inc. (1)
                        (a British Columbia corporation)
                                        |
                                        |
                                        |
                                        |
                   --------------------------------------------------
                   |                                                |

SoftCare Electronic Commerce Inc.(2)                            Financial
(a British Columbia corporation)                           Management Group LLC
                                                            (6)(a Nevada LLC)
------------------------------------                       --------------------
                   |
                   |
                   |
                   |-------------------------------------------------
                   |                    |                           |
SCEC Holdings Ltd. (3)         SCC Holdings Ltd. (4)         SoftCare Electronic
 (a British Columbia            (a British Columbia      Commerce(U.S.A.)Inc.(5)
     corporation)                   corporation       (a Washington corporation)

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

(1)      On June 18, 1999, the Company acquired SoftCare and SoftCare's three
         wholly owned subsidiaries namely, SCEC Holdings, SCC Holdings and
         Softcare U.S.A.

(2)      By Articles of Amalgamation dated February 1, 1997, Norgate Holdings
         Inc. and SoftCare Consulting Inc. amalgamated and continued under the
         name Softcare Electronic Commerce Inc.

(3)      SCEC Holdings was incorporated on February 6, 1998 under laws of the
         Province of British Columbia.

(4)      SCC Holdings was incorporated on June 13, 1995 under the laws of the
         Province of British Columbia.

(5)      SoftCare U.S.A. was incorporated on August 7, 1998 under the laws of
         the State of Washington.


(6)      On April 13, 2000 the Company acquired, subject to regulatory approval,
         Financial Management Group LLC, a Nevada limited liability corporation.






                                       10
<PAGE>

Acquisition of SoftCare Electronic Commerce Inc.(SoftCare)
----------------------------------------------------------

Effective April 15, 1999, the Company entered into the Share Purchase Agreement
with SoftCare, the shareholders of SoftCare (the "SoftCare Shareholders") and
Sedun De Witt Capital Corporation ("SDW"). Under the terms of the Share Purchase
Agreement, the Softcare Shareholders agreed to sell all of the issued and
outstanding common shares in Softcare to the Company in exchange for 11,000,000
special warrants ("Special Warrants") issued by the Company. Each Special
Warrant was exercisable, for no additional consideration, into one common share
in the share capital of the Company.

Of the 11,000,000 Special Warrants, 10,000,000 were issued to the SoftCare
Shareholders and 1,000,000 Special Warrants were issued, in trust, to Martyn
Armstrong, the President of SoftCare and Wayne Zielke, the Chief Financial
Officer of SoftCare, as trustees (the "Trustees") for certain SoftCare employees
pursuant to a trust agreement. The Special Warrants were converted after the
British Columbia Securities Commission (the "Commission") issued a receipt, on
October 21, 1999, for the Company's Annual Information Form. The common shares
issued to Martyn Armstrong and Wayne Zielke as Trustees will not be distributed
to the employees until certain sales performance targets are achieved.

Under the rules and policies of the former Vancouver Stock Exchange (the "VSE"),
the Acquisition and the related transactions described in the Share Purchase
Agreement constituted a "reverse takeover" and were approved by the VSE.
Pursuant to the Share Purchase Agreement, the Company entered into the following
agreements:

1.       A sponsorship agreement dated April 15, 1999 between the Company and
         Canaccord Capital Corporation (the "Agent") setting out the terms upon
         which the Agent agreed to provide member sponsorship services to the
         Company.

2.       A voluntary pooling agreement dated effective June 28, 1999 between the
         Company, the SoftCare shareholders, SDW and Pacific Corporate Trust
         Company. The pooling agreement outlined the conditions under which the
         common shares of the Company received by the SoftCare shareholders upon
         the exercise or deemed exercise of the Special Warrants were to be
         restricted from trading on any stock exchange and the timing of the
         release of these shares from the voluntary pool.



                                       11
<PAGE>

3.       A corporate advisory agreement made as of June 18, 1999 between the
         Company and SDW pursuant to which it agreed to provide the Company with
         certain corporate and advisory services. The Company agreed to pay SDW
         a fee of $10,000 per month for a term of 12 months at which time the
         agreement may be renewed.

4.       An employment agreement dated April 15, 1999 between the Company and
         Martyn Armstrong (the "Armstrong Employment Agreement"), pursuant to
         which the Company employs Mr. Armstrong to act as President of the
         Company and Mr. Armstrong receives from the Company a gross annual
         salary of $220,000 per annum payable in equal monthly installments. The
         Armstrong Employment Agreement has a three year term and is
         automatically renewed thereafter from year to year, subject to the
         ability of either the Company or Mr. Armstrong to decline to renew by
         giving written notice thirty days prior to the renewal date. The
         Armstrong Employment Agreement includes confidentiality provisions and
         non-competition clauses. It can also be terminated by the Company upon
         18 months written notice by the Company to Mr. Armstrong, or upon
         payment of salary in lieu of such notice (see Item 11, Compensation of
         Directors and Officers).

5.       A corporate advisory agreement dated May 19, 1999 between the Company
         and Golden Capital Securities Ltd. ("Golden") pursuant to which Golden
         agreed to provide the Company certain corporate and advisory services
         with respect to the Acquisition and the Company agreed to pay to Golden
         the sum of $25,000 plus 16,666 special warrants (the "Golden Special
         Warrants"), exercisable, without any additional consideration, into
         16,666 common shares of the Company.

6.       A finder's fee agreement dated May 19, 1999 between the Company and
         Michael Townsend pursuant to which the Company agreed to issue 35,000
         special warrants to Michael Townsend (the "Townsend Special Warrants")
         exercisable, without any additional consideration, into 35,000 common
         shares of the Company as a finder's fee upon the completion of the
         Acquisition; and

7.       Stock option agreements made between the Company and each of Martyn
         Armstrong, Gregg Sedun, David De Witt, Wayne Zielke, and Doug
         Sarkissian each dated June 18, 1999.


Concurrent with the closing of the Acquisition, the Company completed a brokered
private placement (the "Private Placement")


                                       12
<PAGE>

with the Agent of 2,000,000 special warrants (the "Private Placement Special
Warrants") at $1.50 cash per Private Placement Special Warrant. Each Private
Placement Special Warrant was exercisable, for no additional consideration, into
a unit ("Unit"). Each Unit consisted of one share and one share purchase warrant
(a "Private Placement Warrant") which entitled the holder to purchase one
additional common share for $2.50 cash. The Private Placement Warrants are
non-transferable and expire on June 18, 2000. As at March 30, 2000, 591,600 of
the Private Placement Warrants had been exercised for net cash proceeds of
$1,479,000.

In order to complete the Private Placement, the Company entered into an agency
agreement (the "Agency Agreement") dated April 23, 1999 between the Company and
the Agent. Under the terms of the Agency Agreement, the Agent received a cash
commission of $167,670, plus 186,300 special warrants (the "Agent's Special
Warrants"), a sponsorship fee of $15,000 cash and a corporate finance fee of an
additional 10,000 Agent's Special Warrants. Each Agent's Special Warrant is
convertible, for no additional consideration, into a share purchase warrant
entitling the Agent to purchase one common share of the Company at $1.50 and
expires on June 18, 2000. As at March 30, 2000, 14,000 of these share purchase
warrants had been exercised for net cash proceeds of $21,000.


The Company completed the Acquisition and the Private Placement on June 18, 1999
(the "Closing Date").

Annual Information Form
-----------------------

The Company filed an Annual Information Form ("AIF") for the fiscal period ended
June 30, 1999, with the British Columbia Securities Commission (the
"Commission") and received a receipt from the Commission on October 21, 1999.
After a receipt was issued for the Company's AIF, the Special Warrants and the
Private Placement Special Warrants were converted into common shares and Units
respectively. 10,000,000 common shares of the Company were issued to the
Softcare Shareholders and 1,000,000 common shares of the Company were issued to
the Trustees upon the conversion of the Special Warrants issued for the
Acquisition, 51,666 common shares of the Company were issued upon the conversion
of Special Warrants issued for services rendered and 2,000,000 Units, each
consisting of one common share of the Company and one Private Placement Warrant,
were issued upon conversion of the Private Placement Special Warrants.



                                       13
<PAGE>

Pooling Agreement
-----------------

Under the terms of the Share Purchase Agreement, the common shares issued upon
the exercise or deemed exercise of the Special Warrants, other than those issued
to the Trustees in their role as trustees, are subject to the voluntary pooling
agreement ("Pooling Agreement"). The Pooling Agreement restricts the holders
from trading their shares in the Company on any stock exchange until such time
as they are released from the pool. Pursuant to the terms of the Pooling
Agreement, approximately 9,000,000 of the common shares are to be released on
the following basis: 10% will be released six months after completion of the
Acquisition, June 18, 1999, and 30% are to be released on each of 12, 24 and 36
months after the June 18, 1999. The balance of approximately 1,000,000 common
shares are to be released on the following basis: 25% are to be released on each
of six, 12, 18, and 24 months from June 18, 1999.


To March 30, 2000, 1,222,442 common shares have been released and are no longer
subject to the terms of the Pooling Agreement.


Loans
-----

Upon execution of the Share Purchase Agreement, the Company loaned SoftCare
$250,000 for SoftCare's business operations. The Company also agreed to loan
SoftCare, subject to VSE approval, an additional $250,000 for SoftCare's
business operations, within 60 days of the execution of the Share Purchase
Agreement. The loans were to be due and payable, together with accrued interest
at commercial prime lending rate plus 2% per annum, five business days after the
Closing Date, provided that Softcare could at its option, prior to the due date,
convert the loans into an additional 5% of the then outstanding shares of
SoftCare. In this event, all accrued interest would be converted into common
shares of SoftCare on the same date and at the same price per share as the
principal amount of the loan.

Because the Acquisition of Softcare has been completed, the terms of these loans
are no longer in force. They now remain as inter-company loans without repayment
terms.







                                       14
<PAGE>

Escrow Shares
-------------

As part of its consent to the Acquisition, the VSE agreed that 124,998
previously issued common shares of the Company could be released from certain
escrow provisions. These shares were released from escrow on June 18, 1999.


To March 30, 2000, no shares of the Company are held in escrow.


Options
-------

Under the terms of the Share Purchase Agreement, 197,557 options to acquire
additional common shares of SoftCare were exchanged for 800,000 options (the
"Company Options") to acquire common shares of the Company. The Company Options
are exercisable at a price of $1.50 per share and expire in April 2004. None of
the Company Options have been exercised to March 30, 2000.

The Company granted an additional 350,000 options, exercisable at $1.50 per
share, to certain directors, officers, employees and consultants of the Company.
A portion of the common shares issued upon the exercise of these options was
used to satisfy the distribution requirements of the VSE. On June 18, 1999,
250,000 options held by directors, officers and employees were exercised for
250,000 common shares of the Company. The remaining 100,000 options, held by a
consultant, were not exercised and were canceled by mutual consent on November
12, 1999.


In November 1999, 100,000 options were granted to a consultant with an exercise
price of $1.50 per share. Of these, 10,000 were exercised in February 2000. As
of March 30, 2000, 90,000 options remain unexercised.

In February 2000, 100,000 options were granted to a director with an exercise of
$3.90 per share. As of March 30, 2000 they all remain unexercised.


Also under the terms of the Share Purchase Agreement, the Company's board of
directors, other than Gregg Sedun, and the officers of the Company, resigned
their positions. To date, the Company's new board of directors is comprised of
Martyn Armstrong, President and Director, Wayne Zielke, Director, and Gregg
Sedun, Director. On February 1, 2000 Randall M. Pierson was appointed as an
additional director of the Company.





                                       15
<PAGE>

                                    Glossary


"EC" (Electronic Commerce) means the direct electronic interaction between two
computer applications, or between a person using a computer (typically a Web
Browser) and a computer (typically a server), where the interaction involves the
completion of a transaction or part of a transaction, and where the transaction
crosses enterprise boundaries (either business to business or business to
consumer).

"EDI" (Electronic Data Interchange) is a direct application to application
exchange of information, using well-defined, tightly specified message formats
and industry standards. It is usually completed using a store-and-forward
messaging system through an intermediary or Value Added Network ("VAN").
Traditional business to business transactions such as delivery of invoices, late
payment notices and purchase orders are carried out using EDI.

"IDE" (Internet Development Environment) is a software tool and an environment
that simplifies the development and deployment of Internet based applications.

"Legacy Applications" means applications that are significant to the operation
of a business, but which lack the features or ability to take advantage of
current technologies.

"Object Library" means a consolidation of the components of all developed
program code, which is to be shared and re-used by other software engineers.

"Portable", when used with respect to software code, means software code written
on a specific operating system and which can be used, without modification, in
different operating systems.

"SDK" (Software Developer's Kit) is a series of tools used by software
developers to assist in the integration of various product solutions. These
tools can include other products, documentation, sample programs and templates.









                                       16
<PAGE>

BUSINESS

Business of SoftCare
--------------------

SoftCare was founded in 1989 by Martyn Armstrong, President of the Company, to
provide EDI software and services to businesses of all sizes. SoftCare, having
evolved from a small EDI consulting group to, in the early 1990s, an EDI
software vendor with approximately 140 customers across Canada, the United
States and Asia. More recently, SoftCare has adapted its experience and advanced
software engineering to focus on e-commerce.

In 1992, SoftCare developed and began marketing its first EDI product,
TradeLink, which enables the electronic transmission of business documents.
TradeLink has been installed in more than 150 companies in six countries. Some
of SoftCare's largest customers from around the world include:

o        Credit Union Central of British Columbia, Canada (Canadian)
o        Radio Shack, (a Division of InterTan Canada, Ltd.) (Canadian)
o        Konings Warehouse Sysco (U.S.)
o        Deluxe Electronic Payment Systems, Inc. (U.S.)
o        Korean Development Bank (Korea)
o        Korean Trade Network  (Korea)

In July 1996, SoftCare entered into a Cooperation Agreement with TRW Inc., an
Ohio-based manufacturer of products and services for the automotive, space,
defense and information management markets. Pursuant to the Cooperation
Agreement, SoftCare developed and completed an Intranet and Internet electronic
commerce software product family for communications, message switching, e-mail,
fax, EDI, audit and service billing, known as Open|EC. The product was supplied
by TRW to ADFIAP Global Data Interchange Network (ANET), a Southeast Asian
communications network for approximately 78 banks and their customers.

After completion of the ANET contract in mid-1998, SoftCare was paid in full,
including a performance bonus totaling approximately $1.4 million. TRW
subsequently failed to continue to pursue the intended marketing and development
activities proposed in the Cooperation Agreement.

The Cooperation Agreement was terminated by SoftCare by a Notice of Termination
made pursuant to a provision of the Cooperation Agreement. Under the terms of
the Cooperation Agreement, the


                                       17
<PAGE>

Termination Notice provides the party in breach a minimum of 30 days to cure the
breach. The 30-day period ended May 19, 1999, during which time TRW did not
respond. TRW and SoftCare have not pursued additional business opportunities
since that date.

After completion of the ANET project, SoftCare developed a new line of
electronic commerce software packaged as the Open|EC Electronic Commerce
Platform. Softcare began shipping this product in April 1999. It has been
installed in three customer sites.



























                                       18
<PAGE>

Electronic Commerce Software and Electronic Data Interchange
------------------------------------------------------------

Industry Overview

EC and EDI are integral elements of corporate interaction and communication in
today's global electronic marketplace. Companies interact daily with customers,
suppliers, trading partners and divisions that are both domestic and
international. These organizations increasingly need to exchange information and
require their computer systems to have the ability to effect the information
exchange.

Facilitating the exchange of electronic information between diverse computer
systems is a highly complex process. Computers running different software
programs, created by different vendors, at different times, for different
purposes, and in different languages, will not communicate unless specialized
software and systems are created that will allow seamless electronic interchange
to take place. This need to communicate between incompatible systems is being
answered through the implementation of new EC and EDI standards, software and
systems. EC essentially involves conducting business transactions electronically
using computers and telecommunication networks. EDI is an essential component of
EC that involves the electronic exchange of information in structured formats
that enable dissimilar systems to communicate accurately.

EC and EDI are important to large companies and have resulted in tremendous cost
and time efficiencies. Proponents and users of EDI range from small domestic and
multinational businesses, to large banking and financial institutions, retail
chains and the United States government.

The traditional focus of EDI programs has been the replacement of paper business
forms, such as purchase orders and invoices, with similar electronic forms. More
recently, the focus of EDI programs has been advancing to include more strategic
uses among multiple companies such as supply chain management, just-in-time
manufacturing, efficient customer response and vendor managed inventory. EDI is
no longer merely a mechanism to transmit electronic documents. Instead, EDI can
move information between computer systems allowing them to automatically perform
core business functions, both intra- and inter-company. The motivations to
implement EDI are compelling and include one-time data entry; reduced clerical
workload and elimination of paper


                                       19
<PAGE>

records; rapid, accurate and secure exchange of business data; and reduced
operating and inventory carrying costs.

The Business to Business Electronic Commerce Industry
-----------------------------------------------------

More and more businesses today are using the Internet as an electronic
communication highway, transferring corporate information quickly and
conveniently, both domestically and internationally, accessing industry data and
research while using the Internet to deliver solutions to customers
cost-effectively. The Internet's scope is broad, spanning the spectrum from
private intranets through shared extranets to the public Internet. The Internet
brings together customers, vendors, suppliers and employees in a way never
before possible. In short, the Internet efficiently connects valuable
information to the people who need it.

Electronic business communication presents abundant opportunities. Companies
around the world already buy and sell over the Internet. However, there are
challenges these companies face with this new electronic communication vehicle,
including problems with security, scalability and reliability. These problems
are real, but are surmountable by partnering with organizations who have the
ability to provide all of the benefits the Web has to offer, but also the
expertise to deploy measures that will ensure a safe and reliable Internet
experience for their clients. In addition, electronic business means much more
than e-commerce for leading edge companies. It also involves reinventing
business processes, redefining business models, changing corporate cultures and
establishing new levels of intimacy with suppliers and customers.

Electronic business offers the potential of increased profits by extending the
best benefits of internal information technology processes, simplified sharing
of critical data and lower organizational barriers, beyond a company's walls and
into the operations of its customers, suppliers and business partners.
Electronic business success requires, and is causing to occur, fundamental
changes in organizations, corporate behavior and business thinking, both inside
and outside the company. These changes are continuing to gain momentum.









                                       20
<PAGE>

Industry Market Opportunities

1.       Financial services - Because money is not a physical good, money and
         all information regarding money can be moved around the Internet very
         efficiently.

2.       EC Software and services - The Company perceives a strong demand for
         software and services that will enable existing companies to take
         advantage of electronic commerce.

3.       Development of Electronic Commerce Infrastructures - Applications that
         allow companies to rapidly implement and manage electronic commerce
         programs that connect customers, vendors, distribution channels as well
         as internal company resources. Key applications include order
         processing, purchasing, distribution, logistics and payments and cash
         management.

4.       Business to Business Electronic Commerce - The business to business ("B
         to B") sectors of electronic commerce enable the building of electronic
         business relationships between companies. This differs from the
         business to consumer model in that it allows for a wider range of
         business processes across different industries. These include EDI,
         Electronic Funds Transfer, Online Catalogs, Order Entry, Order
         Fulfillment and Order Management along with dissemination of a wide
         range of business information to the distribution channel.

Industry Implementation

Most medium and smaller businesses have not incorporated EC and EDI systems into
their operations because of the complexity and high cost of setting up EDI
systems. The EDI Group, Ltd. estimates that, of the three million U.S. companies
with five or more employees, approximately 120,000 are using EDI. Forrester
Research, Inc. reported a similar finding that, of two million companies with
ten or more employees, 100,000 chose to implement EDI, leaving the remaining 1.9
million companies as potential EDI participants.1 To facilitate EDI use by these
smaller companies, software systems are needed which can automatically configure
and deliver accurate communications with a minimum of user attention. To date,
these solutions have been available only to large companies who can afford the
costs associated with
----------

1 Technology Forecast: 1997, Price Waterhouse World Firm Services BV, Inc.,
1997, at ss. 6.1 ("Electronic Commerce"), page 369.

                                       21
<PAGE>

the custom design requirements. Additionally, there is a need for open systems
standards, low cost software solutions and companies with the expertise to
expand market acceptance rapidly for the small to mid-size company users.

Product Overview
----------------

SoftCare's products focus on EC and EDI, and are marketed as a suite of software
modules within the Company's Open|EC Electronic Commerce platform.

In recent years, technology and telecommunications infrastructures have become
potentially available and affordable for thousands of businesses worldwide that
could not previously benefit from the advantages of EC and EDI. The Company's
Open|EC products extend EDI business processes to non-EDI business partners,
allowing companies to conduct business to business electronic commerce,
regardless of whether one or both is enabled. Features of the Company's Open|EC
products, which are based on SoftCare's original EDI product and the Open|EC
project with TRW include:

Flexible solutions - Flexible solutions are those that will grow with the
company, are cost effective for entry level businesses, and can be upgraded to a
full-featured service, supporting thousands of customers and transactions.

Scaleable products - Products that are functional and will "scale" easily in
terms of capability of performing across a wide range of applications and
platforms, from stand alone entry level Web forms to high volume clearing house
operations, or value added networks.

Upgradeable technology - Products that are compatible and upgradeable to meet
changing product technology and customer demands, thereby providing an
opportunity for long-term cost savings.

Open systems technology - Products that are designed to run on a wide range of
industry standard hardware and software, including JAVA, COBA, OBI, XML, X12,
UNIX, Windows, and NT, providing maximum flexibility in the choice of operating
platforms.









                                       22
<PAGE>

Open|EC - The Open Electronic Commerce Platform

The Open|EC Electronic Commerce Platform is software that integrates the
following EC products and technologies, allowing them to co-exist under common
management, audit and operations:

   o  EC Applications - Applications to conduct electronic business, orders,
      catalogs, purchasing, etc.
   o  EC Clearing - Management, routing and controlling EC transactions
   o  EC Technologies - Web Servers, EC tools, security, payment systems, EDI,
      Fax, etc.
   o  EC Integration - Tools and processes to integrate Legacy Applications and
      third party services o Development Tools - IDE, Web Development, SDK and
      Object Library

Technology Platform
-------------------

Open|EC software components are primarily compatible with EC Application and EC
Clearing layers of EC products and technologies. The EC Applications level
software is marketed as vertical applications such as "Open|EC Retail Orders",
"Open|EC Warehouse Orders" and "Open|EC Buying Group Purchasing". The EC
Clearing layer software is marketed as the "Open|EC Electronic Commerce
Management Center". The EC Technology and EC Integration layer is a technical
infrastructure for rapid integration of best of breed and market leading
technologies, such as Microsoft and Netscape Internet Web servers. The Open|EC
development platform is Object Oriented, Java, C++, SQL and COBA. Supported
databases are SQL Server, Oracle, Sybase, SQL Anywhere, Access and ODBC. Initial
releases support the Microsoft NT and Unix Servers.

Open|EC - EC Applications
-------------------------

The EC applications enable trading groups to conduct electronic business within
specific functional business processes. SoftCare initially defined three
business processes: Order Processing, Catalogs, and Purchasing. These
applications sit on the top of the Open|EC Electronic Commerce Platform and are
integrated with the EC Clearing. Each application can operate independently or
together as an integrated business EC solution. The applications being developed
are driven by customer specific implementation needs built on a base EC
Application Framework. The EC Application Framework allows for rapid custom
deployment and ongoing maintenance for each customer specific requirement.





                                       23
<PAGE>

Applications in Retail and the Supply Chain
-------------------------------------------

As most retailers have integrated EDI programs for larger volume purchasing from
their major suppliers, electronic business purchasing allows for the cost
effective expansion of electronic trading to all vendors. By leveraging the
existing EDI electronic business processes along with easy to deploy, cost
effective Web technology it is now possible to achieve the highest levels of EC
efficiencies.

System Features
o        Single integration for all EC Technologies through existing EDI system
o        Common security & access control for all EC Applications
o        Reliable and secure using Open Electronic Commerce Standards and best
         of breed EC technologies
o        Simplifies development, integration and operations
o        Common audit and management of all transactions through the EC Clearing
         Center
o        Every transaction is acknowledged
o        Routing selects EDI to EDI, EDI to FAX or EDI to Web
o        Validates trading partner and acts upon trading partner relationships
o          Open platform to easily adopt any existing or new EC technology
o        Single interface to legacy applications that use existing EDI System as
         the single point of integration
o        EC Clearing Center routes and converts EDI Transactions into Web or fax
         transactions
o        EDI destined transactions are switched to use the Internet or EDI VAN
o        Web forms allow for non-EDI users to send and receive without complex
         EDI technology
o        Data Archive and Warehousing for expert reporting
o        Common platform for any EC Application or customized system

Open|EC Application development tools enable customers to create their own
advanced Electronic Business applications. Open|EC has four turnkey electronic
business applications that can be run out of the box or used as a base for
customized development. Each application sits on the EC Platform and uses all
common services available in the system. These Java based applications can be
rapidly and widely deployed with centralized audit, control and security located
on the EC Platform.









                                       24
<PAGE>

Future Developments
-------------------

To date the Company has several EC user applications planned or in development.
Some of these projects include:

o        Retail Centralized Purchasing
o        Retail Buying Group
o        Wholesale Distribution
o        Business Catalog Sales
o        Warehouse Logistics
o        Centralized Credit Counseling and related services

These products will enable a subset of a customer's back-end applications to be
deployed on the Web to meet the specific needs of the trading partners. This
approach will allow a rapid deployment of software applications without
modifications to the customer's other software applications.

With the development of the Open|EC products, the Company believes it is
positioned to address the fundamental EC and EDI requirements of small and
medium sized businesses as well as the requirements of large multinational
businesses. In meeting small and medium business needs, the Open|EC suite
features flexible solutions, open systems technology and scaleable products with
high functionality and upgradeable technology. Access and security control have
also been addressed to allow access to EC Applications, data and services, as
well as the management of encryption and security.

Product Pricing
---------------

The Company prices its Open|EC products based on value proposition for each
installation. Tradelink EDI is sold on a price established by market forces.

The Company's typical per-customer revenue has ranged from $10,000 to $20,000
over the last three years. The Company's contract with TRW Inc. generated
revenue of approximately $1.3 million in fiscal 1997 and $100,000 in fiscal
1998.









                                       25
<PAGE>

Marketing Strategy
------------------

Sales and Marketing Overview

The Company's sales and marketing strategy for its Open|EC product family, and
other EC and EDI products and services has been conducted through direct sales
and indirect Value Added Partners ("VAP") sales.

The marketing of direct sales has been conducted through association with and/or
hiring of marketing professionals with backgrounds in industries and networks
that open opportunities with qualified potential customers for the Open|EC
products.

The Company defines VAPs as strategic partners that integrate one or more of the
Company's Open|EC products into their own application software. The marketing of
VAP sales has been accomplished by means similar to direct sales.

Direct Sales

The Company expanded its direct sales force during the past two years. Senior
sales executives and support staff with strong industry knowledge and contacts
have been recruited and deployed regionally in strategic locations. These
locations included the Pacific Northwest of North America, the state of
California, the Midwest of United States, Southern United States, and Ontario,
Canada.

Target Market

The Company's target market is small and mid to large retailers and their supply
chain trading partners. This market is a substantial portion of the estimated
150,000 North American companies that have a substantial investment in EDI and
the integration to their legacy computer systems. In addition, the Company has
targeted consulting and counseling industries to provide a large user base with
enhanced common access to the services offered by companies in their field.

Valued Added Partners ("VAP")

VAPs are identified as companies in the field of system integration, application
software development, vertical software niches, telecommunications, Value Added
Networks and Internet service providers.



                                       26
<PAGE>

The Company has been highly selective in its alliances with VAPs requiring each
of them to satisfy the following general criteria:

1.       Ability to gain a leading share of their core market niches;
2.       A similar long-term vision of the EC industry as it relates to their
         customer base and application areas;
3.       Ability to demonstrate the strategic positioning of the Open|EC product
         set within their markets;
4.       A commitment to market and support the Open|EC products within their
         markets; and
5.       A commitment to invest in the training and education required to
         implement and support the Open|EC products.

To date the company's VAPs have integrated certain of the Company's products
into their software.

Revenues
--------

The Company's revenues have been generated through product licensing fees and
software royalties:

1.       Licensing fee - Licensing fees provide initial sale and ongoing revenue
         from software maintenance, servicing, and upgrades. As a part of the
         license, the Company offers a fixed price contract for the license fee
         that spreads the fee over twelve months. The software is sold by user
         blocks allowing for low cost pilot systems to be implemented for proof
         of concept and providing an ongoing upgrade business.

2.       Software Royalty - A royalty is a fee paid each time the software is
         sold by an OEM that packages the Company's software into another
         software product. The OEM private labels the software and sells, ships
         and supports the product to its customers. OEM relationships have
         generally had a life cycle of approximately three years and have tended
         to be slow to generate revenue in the first year, with most revenue
         earned in the second and third year.

3.       Fee-for-use - A fee-for-use is a fee based on product usage and is
         generally more profitable for the Company than the licensing fee
         described above. An example of this fee model would be a transaction
         with an EDI/EC outsourcing


                                       27
<PAGE>

         partner where SoftCare would provide the technology and implementation
         and the partner would provide the service operations and marketing. The
         resulting revenue stream would be split based on the business case.
         Fee-for-use projects result in low short-term revenue in year one, with
         continued growth the following years.

The Company's promotional efforts focus on EC and EDI for business to business
as opposed to business to consumer relationships. The Company's products have
been well accepted in the banking, distribution and retail industries. However,
these products are not industry specific or geography specific, and the Company
proposes to market its products horizontally into other industries and
vertically into other markets, such as retail and supply chains.

Non-Seasonal Business
---------------------

The Company's e-commerce business is not seasonal. Management is of the opinion
that the Company will generate revenue at all times of the year.

Impact of Renegotiation or Termination of Contracts
---------------------------------------------------

There is no aspect of the Company's business that may be affected in the current
financial year by re-negotiation or termination of contracts.

Patents, Trademarks and Copyrights
----------------------------------

In Canada, the Company has registered its business name "SoftCare". The Company
has also filed and received a trademark on the product name "Open|EC" in Canada
and the United States. TRW also has the right to use the "Open|EC" trademarks in
association with products developed under the Cooperation Agreements.

The Company has not filed a trademark application on the product name
"TradeLink" in Canada, the United States, or elsewhere and does not intend to do
so. The Company has not filed a trademark application in Canada or the United
States for its business name "SoftCare". A competitor of the Company has filed
for a trademark in the United States on the business name "SoftCare". The
Company believes that the competitor has never done business under the name
"SoftCare" and that the Company has a prior right to such name. However, the
Company may not be able to protect its business name through trademark
registrations in Canada and


                                       28
<PAGE>

the United States, and until it files such registrations, must resort to its
common law rights from prior use of the name.

Consequently, the Company has not fully protected its rights to the "Open|EC"
product name, the "TradeLink" product name and the "SoftCare" business name. The
Company expects to be able to effect full protection of such rights, but there
is no assurance it will succeed. In the event the Company is forced to cease
using any of such names, it will be required to select new names for either its
products or its business, or both. Likely material consequences of changing such
names include loss of the Company's goodwill attached to the names and
additional expenses in re-labeling products, changing business forms and costs
and expenses incurred in disputes with third parties over rights to the names.

Competition
-----------

The markets for EC and EDI software and services are highly competitive.
Existing companies are relatively young, with the leaders having become public
companies only within the last two to three years. Generally they each offer
different solutions to the marketplace. Some have chosen to serve a specific
vertical market, some offer proprietary as opposed to open solutions, however
the majority of them offer expensive and complex products only suitable for
large corporations. The demand and newly realized opportunity to serve small and
medium sized businesses throughout the world has been the focus of the Company.
At the same time, several other computer software companies have been looking to
provide EC and EDI solutions to this market. The company believes that its
competitive advantage has been with its ability to develop EC software that
provides significant functionality and scalability and that runs on a broad
range of computer operating systems.

Functionality and scalability are measured in part by the range of applications
and platforms on which an EDI/EC software product can run, or the range of other
software products to which it can "speak". A high-end product will have a common
technology capable of running across a large range of platforms. High
functionality and scalability require that the software's underlying code be
"portable" across a broad variety of other products. Better portability enhances
the agility and speed at which the software producer is capable of developing
and implementing products to meet rapidly changing customer needs and
technology. An EC/EDI product then may be considered reliable to the extent of
its relative functionality, scalability, and upgrade ability.



                                       29
<PAGE>

Traditional EDI Market Competition
----------------------------------

Many competitors have been in the EDI market before the Internet explosion,
primarily in EDI Value Added Networks ("VAN"). Over the last several years the
EDI Software and Network industry has been going through gradual consolidation
primarily driven by the need for the EDI VANs to increase network traffic. Many
smaller EDI companies are now resellers, consultants and integrators using EDI
software from the VANs.

The Internet is a major challenge for EDI VAN companies because most of their
revenue is based on transaction fees from their propriety networks. These
companies are fighting the transition from providing expensive propriety network
services to providing software support on the Internet. Many VANs have addressed
the Internet issues by offering gateways to their network service, but the
transactions are still processed through the expensive propriety networks at
premium rates. Customers of the VANs have a common issue around the rising cost
of these propriety networks as compared to the flat rate pricing model of the
Internet. The VANs are under pressure to reduce fees and while they have
responded, they are also driving the cost of EDI Translation, Clearing and Web
Form software upwards to make up lost revenues.

The Company's primary competitors in the EDI market are GE Information Services,
Inc., Sterling Inc., Harbinger Corp. and St. Paul Software Inc.

Emerging EC Market Competition
------------------------------

The EC competition has been harder to specifically identify. Some businesses
have developed similar solutions for business to business electronic commerce as
the Company. Many of these companies provide a very basic framework built on top
of business to consumer electronic commerce technology. These solutions are
ineffective due to the inability to deal with the more complex requirements of
business process in B to B commerce. As a result, end user sites are paying
substantial money to further customize the offered solutions. Several
competitive companies have focused on building and implementing high end B to B
solutions within verticals such as order processing, but few are approaching the
market with true open solutions.

The Company's primary competitors in this market are Actra, a division of
Netscape Communications Corp., Order Trust L.L.C.,



                                       30
<PAGE>

Data Dimensions, Inc., and Ironside Inc. along with many smaller alternative
technology companies and system integrators (see "Competition - Competitor
Companies").

Competitor Companies
--------------------

The Company's competitors in the traditional EDI and emerging EC markets include
the following alternative technology companies and system integrators:

Netscape Communications Corp. (Actra)

Netscape Communications Corp. ("Netscape") develops open software to enable
commerce and secure information on the Internet and private networks. Through
Actra, its joint venture with GE Information Systems, Netscape has developed an
Internet commerce product, CommerceXpert, for building commerce systems for the
Internet or private networks. Netscape targets Fortune 1000 companies and
focuses its products on three major applications namely, corporate procurement,
online selling and customer information services.

Netscape's greatest strengths are its market presence, strong sales force and
well-defined partner program and business applications. Its weaknesses include
its reliance on integrators and its inflexibility as a result of size and the
very expensive start up costs for its products.

When compared to SoftCare, Netscape is at a different level primarily because of
their focus on Fortune 1000 companies and its desire to have organizations use
their Web Browsers to be the interface to the world.

Ironside Technologies Inc.

Ironside Technologies Inc. ("Ironside") develops Web-based, real-time order
entry and management systems for distributors and manufacturers. In January
1997, Ironside released its flagship Java-based software system. In 1999,
Ironside launched two additional products: a faster software product for
developing e-commerce Java applications; and a software toolkit for customizing
e-commerce transactions. All of Ironside's business applications are focused on
the sales side of business to business e-commerce, as opposed to the purchasing
side, and their target market is focused on mid-market manufacturers and
distributors.



                                       31
<PAGE>

Ironside has the advantage of being the first company in the real-time order
entry and management systems market with actual operating sites. These sites
include online demonstrations that, although limited in scope, provide many good
examples of their software capabilities. Ironside does not have extensive market
presence and its products tend to be costly.

Open Market Inc.

Open Market Inc. ("Open Market") is a leading Internet commerce software
company. Open Market provides primarily Internet based solutions for large
retailers who trade with medium to large suppliers. Their products include their
flagship product, Transact, which is a full Internet commerce management system,
an Internet catalog called Live Commerce and a publishing product called Folio.
Open Market has offices in several countries around the world and employs more
than 400 individuals in development and marketing.

Open Market is an in-house operation. It is ahead of SoftCare in terms of sold
sites and the number and breadth of products for sale. However, Open Market's
market focus tends to be toward the Fortune 1000 companies of North America.

Broadvision Inc.

Broadvision Inc. ("Broadvision") is the leading supplier of computer software
solutions for large-scale, personalized business on the Internet. Broadvision
targets North American Fortune 1000 companies with multiple operational sites,
focuses its products on very large Intranets and extranets and has developed a
number of applications focused on information management, procurement and
selling. Broadvision is in a different market than Softcare. It has targeted
larger organizations that need to pull information together, their product costs
are initially very high and they use System Integrators extensively.

Ariba Technologies

Ariba Technologies ("Ariba") is a privately held corporation and the leader in
network commerce solutions for Operating Resource Management ("ORM"). Ariba
develops software that improves the acquisition and management of operating
resources. Its target market is large organizations or system integration groups
that wish to implement a solution for automating the internal processes of
organizations coupled with a method for connecting


                                       32
<PAGE>

buyers with their suppliers. Although they have a well-defined market niche and
an impressive list of clients, Ariba's focus on a single software application
means they must always ensure that they provide the number one solution in the
ORM market.

Interworld

Interworld enables businesses to profit, grow and evolve in today's global
digital economy by providing high-end enterprise commerce solutions. Interworld
targets mid to large manufacturers, distributors and retailers who wish to
establish operations on the Internet. There are similarities between Interworld
and SoftCare. Neither company has a large number of system integrator or
reseller programs and both companies understand that integration is key.

ELCOM International

ElCOM International ("Elcom") develops and licenses automated procurement
software applications that enable companies to conduct interactive electronic
commerce. The majority of their earnings are based on a PC re-marketing
agreement, which allows them to re-market PC's using their Internet service
bureau ("elcom.com"). Unlike other technologies, elcom.com offers a full circle
electronic commerce solution, which will meet the full transaction cycle
requirements of business-to-business partners. Elcom also markets two
application software packages, PECOS Commerce Manager, which manages e-commerce
sales and PECOS Procurement Manager which manages purchases.

Elcom's strength lies in its base product, elcom.com, which has received a good
e-commerce industry rating from certain industry publications. In comparison to
SoftCare, Elcom is a much larger organization, has a more extensive list of
customers in a number of markets and has already written a number of software
applications. Elcom's application framework is rigid and its use of in-house
applications for security, settlement and encryption limits its flexibility.
SoftCare's software applications, however, are more flexible and allow it to
react to market changes faster.

Microforum

Microforum is an Internet web site developer and provides a broad range of
e-commerce services to a list of recognized North American based clients.
Microforum focuses on three products. The first is a storefront product called
IFRONTECS, which services


                                       33
<PAGE>

on-line retail and distribution needs. Their other
products are focused on database marketing and web-site development by Internet
marketing. Microforum attracts a number of clients in different markets.
Microforum differs from SoftCare in that it is focused on Microsoft integration
and does not focus on the B to B market. Further, its focus on web-site
development and Internet marketing makes it a more diverse company than
SoftCare.

The Company's Competitive Advantage
-----------------------------------

The Company's management believes it has been able to successfully compete with
competitors in the business-to-business e-commerce market. Its software
development has produced "recyclable" project components for electronic commerce
("EC") infrastructure projects as well as commercial off-the-shelf EC software
products. The same technology can be and has been used repeatedly as components
for large, medium and small projects in addition to being packaged and sold
off-the-shelf as a low-cost, highly functional EC management center. The Company
therefore perceives itself as considerably ahead of its competitors in this
market segment. All of the above competitors occupy different market spaces that
overlap the applications that the Company's software may ultimately be
applicable to.

















                                       34
<PAGE>

Risk Factors
------------


The following are specific risk factors that are relevant to the Company. Any
one or more of these events or occurrences could prevent the Company from
realizing its assets and discharging its liabilities through the normal course
of business. If this should occur, there may be an adverse affect on the value
or return on any investors' investment in the Company, including the loss of the
entire investment.



Limited Operating History
-------------------------


The Company's internal marketing plan is based on a number of assumptions.
However, given that the Company has a limited operating history with its Open|EC
products upon which to base its revenue, manufacturing cost and expense
assumptions, these cannot be determined with any certainty. To the extent that
the Company's financial, budget, product development and market assumptions do
not bear out, the financial projections will vary from actual results of
operations. These variances may be material and may cause a delay in reaching
targeted sales and profit levels or a failure to achieve profitability at all.
If profitability is delayed, the Company may need to obtain additional financing
to sustain operations, to curtail or cease operations, or to seek a buyer for
its assets. Any of these events could adversely affect the value or return on
any investor's investment in the Company, including the loss of the entire
investment.


Highly Competitive Market
-------------------------

The EDI/EC market is highly competitive and subject to rapid technological
change, evolving industry standards and customer demands, and regulatory
developments. The Company's competitors include large international companies
with significantly greater financial, management, manufacturing, technological,
marketing and distribution resource and customer bases than the Company, as well
as, in some cases, worldwide reputations and dominant market shares.


The existence of products of which the Company is not aware, or products that
may be developed in the future, may adversely affect the marketability of the
Company's products. There can be no assurance that existing and future
competitors will not offer products superior to or lower in price than those of
the Company, or that the Company's efforts to differentiate its


                                       35
<PAGE>

products from competing products will prove successful. The Company's products
are expected to compete primarily on the basis of product performance,
convenience, cost benefit and functionality, but there is no assurance that
these attributes will enable the Company to compete effectively. Failure by the
Company to keep pace in its marketplace could lead to recurring financial losses
which could adversely affect the value of shareholders' investments.


New Products and Technological Change
-------------------------------------


Rapidly changing technology, evolving industry standards, and the introduction
into the marketplace of new products and Web-enabled variations of popular
products characterize the market for the Company's products. The Company expects
that the continuing growth of companies connecting to the Internet will cause
the market to continue its rapid evolution. The Company's success will therefore
depend in part upon its ability to enhance its existing products and to
introduce new products and features to meet the expected changing customer
requirements and industry standards. There can be no assurance that the Company
will be successful in identifying, developing, manufacturing and marketing new
products or enhancing its existing products, either at all or quickly enough to
respond to the market and technology changes in step with the Company's
competitors. The Company's business would be adversely affected if it incurs
delays in developing and implementing new products or enhancements to its
existing products, as could happen due to insufficient capital and human
resources, product development difficulties and inaccurate assessments of market
changes. In addition, there can be no assurance that products or technologies
developed by others will not render the Company's products or technologies
non-competitive or obsolete. Delays in developing new products, or the
obsolescence of current products could lead to uncertainty as to the Company's
ability to maintain operations over the long term. Investors may see the value
of the Company and their interest therein, decline as a result.


Coding and Testing Procedures
-----------------------------


The design and development of software code to ensure ease of maintenance, or
upgrade tasks is an important element in controlling future development costs.
Software code, particularly in new product introductions, can be susceptible to
error routines or "bugs" that can affect system performance. Effective
management and quality assurance/testing procedures


                                       36
<PAGE>

may continue to provide the Company with high levels of serviceability to its
customer base. While the Company currently provides careful attention to design
and development when addressing these issues, this is not a future certainty.
The Company will need to continually develop and refine appropriate coding and
testing procedures to enhance the effectiveness of its product installations. To
the extent any coding errors or deficiencies are not uncovered during its
testing procedures, the Company's software products could fall short of it
customers' expectations. If this should occur and any errors or deficiencies not
corrected in a timely manner the company's product could lose market acceptance.


Uncertainty of Market Acceptance
--------------------------------


To achieve its financial projections, the Company's Open|EC products must
achieve a significant degree of market acceptance, especially among larger
companies that will purchase the Open|EC enterprise products. The Company's
strategy in developing and marketing its Open|EC products relies upon its belief
that the new technology will enable EDI transactions to operate over open
systems such as the Internet with security equal to EDI transactions, yet at a
lower cost. Nonetheless, the Company must overcome historical perceptions as to
the lack of security of EDI conducted on the Internet. In addition, because
commerce on the Internet is a relatively new development, there has not been a
proven commitment to EC, and mass-market acceptance has not been reached to the
degree needed to reasonably predict future demands for EC products for use on
the Internet. Any of these factors could prevent the Company's products from
gaining a significant level of market acceptance. Without such acceptance in the
market, the Company may not realize the full potential of its assets or possible
financial gains on which investors rely to reap positive returns on their
investments.


Dependence on Distribution and Marketing Relationships
------------------------------------------------------


The Company's strategy for the development, production and commercialization of
Open|EC products is to enter into collaborations with various strategic
collaborators, licensors, licensees and others that market software products and
related services. The Company has entered into Value Added Integrator (VAI)
co-marketing, cooperation and other agreements with a number of such companies.
Many of these agreements are non-exclusive, and many of these other companies
have or will have similar agreements with the Company's competitors. The Company
believes that its success in penetrating markets for EDI and EC


                                       37
<PAGE>

products and services depends in large part on its ability to maintain
relationships and to cultivate additional relationships as distribution channels
change. To the extent that the Company is not able to add to and maintain such
arrangements, it would face increased capital requirements to undertake such
activities at its own expense and might encounter significant delays in
introducing its products into certain markets or find that the development,
manufacture or sale of its products in such markets is adversely affected. To
the extent the Company is unable to deliver its products as a result of such
delays, the value of shareholders' interests would be adversely affected.


Reliance on Strategic Collaboration
-----------------------------------


The Company's agreements with its strategic collaborators are complex. There may
be provisions within such agreements that give rise to disputes regarding the
rights and obligations of the parties. These and other possible disagreements
could lead to delays in research, development, or commercialization of certain
products, or could result in litigation or arbitration, which could be
time-consuming and expensive, and could have a material adverse effect on the
Company's business, financial condition, results of operations, and
relationships with its corporate partners. There can be no assurance that the
Company will be able to maintain or expand its relationships with its existing
collaborators or to replace its existing collaborators in the event any such
relationship were terminated. This reliance on parties external to the Company
also limits the shareholders' control over this aspect of the Company's business
plan.


Limited Product Base
--------------------


While the Open|EC product is the Company's primary product focus, there can be
no assurance that the Company will be successful at developing or marketing its
Open|EC products as rapidly as projected. If Open|EC does not achieve market
acceptance, the Company may be required to develop alternative products,
however, it does not currently have alternative products that are readily
available for marketing and distribution at levels necessary to produce the
revenues projected for Open|EC. Accordingly, delays in developing an alternative
product line are likely and there can be no assurance that the new products
could be developed and distributed without need for additional capital or
rapidly enough to benefit from the expected rapid growth in the EDI/EC software
product markets. Failure by the Company to introduce


                                       38
<PAGE>

new products would limit further growth potential and financial performance and,
in turn, shareholders' interests.


Lack of Uniformity in EDI/EC Standards
--------------------------------------


An important strategy of the Company is based on its ability to sell Open|EC for
business-to-business EDI transactions and EC communications. EDI/EC utilizes
numerous standards in the Internet, VANs, EDI, Electronic Finance Payments, user
interface and security. It is critical that EDI/EC software producers utilize
standards that have wide acceptance in these markets. While the Company believes
the standards utilized in its products are recognized as widely accepted and are
most likely to achieve broad market acceptance on an international scale, there
can be no guarantee other standards will not achieve wider acceptance by major
vendors or official endorsement by an industry, trade or governmental
association or organization. Potential adverse consequences include the fact
that the Open|EC will not achieve market acceptance at the levels predicted and
that the Company will be required to develop EDI/EC software that utilizes other
standards, possibly resulting in increased research and development costs and
loss of sales revenues. Any of these factors would negatively affect the
financial results of the Company, leading to a decline in the investor's return
on investment.


Limited Manufacturing Experience
--------------------------------


To be successful, the Company must be able to manufacture its products at
acceptable costs in compliance with contractual and regulatory requirements. The
Open|EC products are at an early stage of development and the Company has only
limited experience manufacturing these products. As the Company increases its
production of Open|EC products to meet expected demands, it may experience lower
than anticipated production yields or production constraints from time to time
that may adversely affect its ability to satisfy customer orders. Any sustained
inability to satisfy demand may have a material adverse effect on the Company's
business, financial condition, results of operations and its relationships with
its strategic collaborators. The possible inability to overcome these issues
could result in a marked financial decline in the Company's ongoing business,
and adversely affect shareholders' value.









                                       39
<PAGE>

Dependence on Key Personnel
---------------------------


The Company's success is dependent on the services of a number of members of
senior management, particularly Martyn Armstrong, founder and the Company's
President. The experience of these individuals will be a key contributing factor
to the Company's continued success and growth. The loss of one or more of these
individuals could have a material adverse effect on the Company's operations and
business prospects. The Company presently carries key-man life insurance on the
life of Martyn Armstrong. This reliance of a few key people presents an inherent
risk to the value of the shares and the interests of the Company's shareholders.


Risks Associated with Management of Growth
------------------------------------------


To achieve its projected revenues and other targeted operating results, the
Company will be required to rapidly expand its systems, procedures, controls,
employee base and facilities. The success of the expansion plans will depend, in
part, upon the Company's ability to continue to attract, retain and motivate key
personnel. Failure to make the required expansions and upgrades could have a
material adverse effect on the Company's business, financial condition, results
of operations and relationships with its corporate partners. The Company's
results of operations will also be adversely affected if revenues do not
increase sufficiently to compensate for the increase in operating expenses
resulting from any expansion and there can be no assurance that any expansion
will be profitable or will not adversely affect the Company's results of
operations. To the extent the Company is not profitable or its results of
operations are adversely affected, shareholders' interests will also be
adversely affected.


Risks Associated with Intellectual Property
-------------------------------------------

Company Technology: The Company's success is heavily dependent upon proprietary
technology. To protect its proprietary technology, it relies principally upon
copyright and trade secret protection. There can be no assurance that the steps
taken by the Company in this regard will be adequate to prevent misappropriation
or independent third-party development of its technology. Further, the laws of
certain countries in which the Company sells or will sell its products do not
protect software and intellectual property rights to the same extent as the laws
of Canada or the United States. The Company does not include in its software any
mechanism to prevent or inhibit unauthorized


                                       40
<PAGE>

use, but generally requires the execution of an agreement that restricts copying
and use of its products. If unauthorized copying or misuse of the Company's
products were to occur to any substantial degree, its business and results of
operations could be materially adversely affected.

While the disclosure and use of the Company's proprietary technology, know-how
and trade secrets are generally controlled under agreements with the parties
involved, there can be no assurance that all confidentiality agreements will be
honored, that others will not independently develop similar or superior
technology, that disputes will not arise concerning the ownership of
intellectual property, or that dissemination of the Company's proprietary
technology, know-how and trade secrets will not occur.


Claims by Third Parties: Although the Company believes that its products and
technology do not infringe patents or other proprietary rights of third parties,
there can be no assurance that third parties will not claim that the Company's
current or future products infringe such rights of third parties. The Company
expects that software developers will increasingly be subject to such claims as
the number of products and competitors providing EDI/EC software and services
grows and overlaps occur. Any such claim, with or without merit, could result in
costly litigation or might require the Company or its strategic collaborators to
enter into royalty or licensing agreements in order to obtain a license to
continue to manufacture and market the affected products. There can be no
assurance that the Company or its strategic collaborators would prevail in any
such action or that any license (including licenses proposed by third parties)
would be made available on commercially acceptable terms, if at all. If the
Company becomes involved in litigation over proprietary rights, such action
could assume a substantial portion of its managerial and financial resources,
which could have a material adverse effect on the Company's business, financial
condition, results of operations and relationships with its strategic
collaborators. Shareholder value will be affected in a similar manner as a
result.










                                       41
<PAGE>

Reliance on Third Party Vendors

The Company incorporates into its products certain software licensed to it by
other software developers. Any third-party software producer does not
necessarily give exclusivity. The Company attempts to take all reasonable steps
to protect itself from any material adverse consequences associated with using
third-party software, such as maintaining high product and customer
satisfaction.

The Company is dependent on suppliers for the database software and the
graphical user interface software used in its EDI products. Although the Company
believes that there are other sources for these products, any significant
interruption in the supply of either the database or graphical user interface
products could have a material adverse impact on the Company's sales unless it
can replace the functionality provided by these products.


Because the Company's products incorporate software developed and maintained by
third parties, it is also dependent to a certain extent upon such third parties'
abilities to enhance their current products, to develop new products on a timely
and cost-effective basis and to respond to emerging industry standards and other
technological changes. There can be no assurance that the Company would be able
to replace the functionality provided by the third-party software currently
offered in conjunction with the Company's products in the event that such
software becomes obsolete or incompatible with future versions of the Company's
products or is otherwise not adequately maintained or updated. The absence of,
or any significant delay in the replacement of, that functionality could have a
material adverse effect on the Company's sales, and shareholders' interests.


Board of Directors

With the exception of Mr. Sedun and Mr. Pierson, the Company's board of
directors lacks representation by individuals with public company experience.
With the exception of Mr. Armstrong, the Company's board of directors lacks
representation by individuals with experience in the various channels that the
Company is attempting to penetrate. The Company is in the process of inviting
qualified individuals to join its board of directors, however, there can be no
assurance that it will be able to attract qualified individuals who have
adequate time to commit to the affairs of the Company.


                                       42
<PAGE>

Foreign Exchange Risk
---------------------


The Company carries on a significant portion of its business outside Canada.
Virtually all of its sales outside of Canada are made in U.S. dollars and may be
affected by fluctuating foreign exchange rates. Any weakening in the value of
the U.S. dollar against the Canadian dollar would result in lower revenues for
the Company when stated in Canadian dollars. To the extent the Company continues
to present its financial statements in its domestic Canadian dollar currency
when a substantial amount of its revenues are earned in US dollars, foreign
exchange fluctuations will affect the reported profitability of the Company. Any
severe fluctuations will affect shareholder value.


Risks Associated with Penny Stock Classification
------------------------------------------------

The Company's common shares are subject to "penny stock" rules as defined in
1934 Securities and Exchange Act Rule 3151-1. The Commission has adopted rules
that regulate broker-dealer practices in connection with transactions in penny
stocks. Transaction costs associated with purchases and sales of penny stocks
are likely to be higher than those for other securities. Penny stocks generally
are equity securities with a price of less than U.S. $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
NASDAQ system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer's account. The bid and offer quotations, and the broker-dealer
and salesperson compensation information, must be given to the customer orally
or in writing prior to effecting the transaction and must be given to the
customer in writing before or with the customer's confirmation.



                                       43
<PAGE>


In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from such rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for the common shares in the United
States and shareholders may find it more difficult to sell their shares.


Government Regulation and Legal Uncertainties
---------------------------------------------


The Company is not currently subject to direct regulation by any governmental
agency other than laws and regulations generally applicable to businesses. It is
possible that a number of laws and regulations may be adopted in both the United
States and Canada with particular applicability to the Internet. Governments
have and may continue to enact legislation applicable to the Company in areas
such as content distribution, performance and copying, other copyright issues,
network security, encryption, the use of key escrow data, privacy protection,
caching of content by server products, electronic authentication or "digital"
signatures, illegal or obscene content, access charges and retransmission
activities. The applicability to the Internet of existing laws governing issues
such as property ownership, content, taxation, defamation and personal privacy
is also uncertain. Export or import restrictions, new legislation or regulation
or governmental enforcement of existing regulations may limit the growth of the
Internet, increase the Company's cost of doing business or increase it legal
exposure. To the extent any new government legislation becomes effective, this
could affect shareholder value due to the increased cost of conducting normal
business operations.


Year 2000 Disclosure
--------------------

Year 2000 compliance was and continues to be an issue for virtually all
businesses whose computer systems and applications may require significant
hardware and software upgrades or modifications. Companies, including customers
of the Company, owning and operating such systems may plan to devote a
substantial portion of their information systems spending to fund such upgrades
and modifications, and divert spending otherwise allocated in their budgets for
new software and hardware.



                                       44
<PAGE>

The Company completed a comprehensive in-house review of its software products.
The review identified the need for modifications, which were completed or were
in the process of being completed as of January 31, 2000.


Where practicable, the Company also undertook to mitigate any Year 2000 risks
with respect to the failure of its suppliers to be Year 2000 ready. In doing so,
it contacted its critical suppliers to determine if their operations and the
products and services they provide were Year 2000 compliant. Assurances were
provided to the Company in this regard that its critical suppliers were Year
2000 compliant. To date the Company has not experienced any Year 2000 problems
or issues with respect to either its own software products or that of its
suppliers, and does not expect this to be a significant risk to shareholders'
interests.


USA vs. Foreign Sales/Assets
----------------------------

Substantially all of the Company's operations, assets and employees are located
in Canada. For the six month period ended November 30, 1999, 34% of revenues
were derived from Canadian customers, 61% from customers in the United States
and 5% from customers in the rest of the world. For the nine-month period ended
September 30, 1999, 42% of revenues were derived from Canadian customers, 54%
from customers in the United States and 4% from the rest of the world. For the
years ended December 31, 1998 and 1997, 25% and 11% of revenues were derived
from Canadian customers, 74% and 86% from customers in the United States and 1%
and 3% from the rest of the world respectively.

Staffing
--------


As of March 30, 2000, the Company had 25 full and part-time employees. Of these,
five employees serve in a management and administration capacity, two employees
serve in a sales and marketing capacity, fifteen employees serve in an
engineering capacity and two employees serve in an operations capacity. These
employees operate out of following three offices of the Company, located in
North Vancouver, British Columbia Pleasanton California and Tacoma, Washington:









                                       45
<PAGE>


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

Office Location      Mgmt. &       Sales &      Engineering     Operations       Total
                      Admin       Marketing
---------------- -------------- -------------- -------------- -------------- --------------
<S>                    <C>            <C>           <C>             <C>           <C>
North Vancouver        6              0             15              2             23

Washington &           0              2              0              0              2
California

Totals:                6              2             15              2             25
                      ==             ==             ==             ==             ==
---------------- -------------- -------------- -------------- -------------- --------------
</TABLE>


The Company has four directors (of which two are officers of the Company). No
person is covered by a collective bargaining agreement.






























                                       46
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY
-------------------------------

Executive Offices
-----------------

The Company occupies approximately 8,000 square feet of leased space in its
current headquarters at Suite 107, 980 West 1st Street, North Vancouver, British
Columbia V7P 3N4. The lease is held in the name of the Company's wholly owned
subsidiary, SCEC Holdings. The lease expires on March 31, 2003. A total of 23
employees operate out of this office. To accommodate future growth, the Company
has secured options for expansion within the business park at its current
location.


The Company also occupies (through its U.S. subsidiary, SoftCare U.S.A.)
approximately 500 square feet of space in Tacoma, Washington and 500 square feet
of space in Pleasanton California. The space is leased on a month-to-month
basis. As of April 13, 2000, the Company also occupies (through its purchase of
Financial Management Group LLC), approximately 1,000 square feet of office space
in Garden Grove, California.


Sales and installations are carried out by both an in-house team and by a
network of partners. The Company's partners include e-commerce service
providers, business application software companies and EDI consultants located
in Canada, the US and Korea. The company's engineering team comprises 60% of its
staff, with management, administration and operations personnel making up
another third of the company's staff. All of these employees are located in
North Vancouver, British Columbia, Canada. The company's in-house sales and
marketing team, which operates out of the Tacoma office, consists of one
employee.













                                       47
<PAGE>

ITEM 3. LEGAL PROCEEDINGS
-------------------------

The Company does not know of any material, active or pending, legal proceedings
against them; nor is the Company involved as a plaintiff in any material
proceeding or pending litigation.

The Company does not know of any active or pending proceedings against anyone
that might materially adversely affect the Company.



































                                       48
<PAGE>

ITEM 4. CONTROL OF REGISTRANT

The Registrant is a publicly owned Canadian corporation, the shares of which are
owned by Canadian residents, U.S. residents, and residents of other countries.
The Registrant is not controlled directly or indirectly by another corporation
or any foreign government, except as described below.


As of March 30, 2000, the Company was not aware of any person holding 10% or
more beneficial interest in the Registrant's outstanding stock other than those
persons described below.

Table No. 2 lists, as of March 30, 2000, Directors and Executive Officers who
beneficially own the Registrant's voting securities and the amount of the
Registrant's voting securities owned by the Directors and Executive Officers as
a group.
<TABLE>
<CAPTION>
                             Table No. 2
          Shareholdings of Directors and Executive Officers

Title     Name of Beneficial   Amount and Nature of     Percent of Ownership   Percent of Class
of Class  Owner                Beneficial Ownership            (1)(2)                (2)
--------  ------------------   --------------------     --------------------   ----------------
<S>       <C>                          <C>                <C>                   <C>
Common    Martyn Armstrong             5,312,542(3)              34.8%                   34.8%

                                         691,426(3)
Common    Wayne Zielke                                              3%                    4.5%
                                         665,417(4)
Common    Gregg Sedun                                               4%                    4.4%
                                         264,873(3)
Common    Douglas Sarkissian                              Less than 1%                    1.7%

Common    Randall M. Pierson             100,000(4)       Less than 1%          Less than 1%

Total Directors/Officers               7,034,258                   43%                   46%
</TABLE>



(1)      This number of common shares includes currently exercisable stock
         options and share purchase warrants owned by each beneficial holder. It
         does not include common shares held by the beneficial holder as
         trustee.
(2)      Based on 15,287,428 common shares outstanding as of January 31, 2000.
(3)      This number of common shares includes stock options to acquire an
         additional 200,000 common shares.
(4)      This number of common shares includes stock options to acquire an
         additional 100,000 common shares.








                                       49
<PAGE>

ITEM 5. NATURE OF TRADING MARKET
--------------------------------

The Company's common shares trade on the Canadian Venture Exchange ("CDNX") in
Vancouver, British Columbia, Canada, having the trading symbol "SCE" and CUSIP
#83402E109. Table No. 3 lists the volume of trading and high, low and closing
sales prices on the VSE for the Company's common shares.


                                   Table No. 3
                            Canadian Venture Exchange
                     (formerly the Vancouver Stock Exchange)
                             Stock Trading Activity


                      Day's             Day's           Day's           Day's
                     Volume              High             Low           Close

03/30/00             17,600             $4.00           $3.65           $3.75
01/31/00             93,844             $4.20           $3.71           $3.84
12/30/99             40,100             $2.00           $1.75           $2.00
 9/30/99              4,700             $1.80           $1.60           $1.70
 6/30/99(2)          20,500             $1.87           $1.85           $2.25

12/31/98                400             $1.20           $1.20           $1.20
 9/16/98                223             $0.72           $0.72           $0.72
 6/30/98             16,667             $1.74           $1.74           $1.74
 4/30/98(1)             417             $1.00           $1.00           $1.80



(1) The Company consolidated its share capital on a 6:1 basis effective as of
December 1, 1998. The trading history information has been adjusted to provide
for that consolidation.

(2) The Company's shares were halted for trading between March 2, 1999 and June
21, 1999 subject to the Reverse Takeover transaction and the broker-assisted
private placement being completed.

Price Fluctuations, Share Price Volatility

In recent years, securities markets in Canada have experienced a high level of
price and volume volatility, which have not necessarily been related to
operating performance or underlying asset values on prospects of such companies.
In particular, the Company's shares fluctuated from a low of $0.60 to a high of



                                       50
<PAGE>

$2.52 during 1998, and during 1999, from a low of $1.10 in December 1999 to a
high of $6.75 in February 2000.

The Registrant's common shares are issued in registered form and the following
information is from the Registrant's registrar and transfer agent, Pacific
Corporate Trust Company, located in Vancouver, British Columbia, Canada at 830
625 Howe Street Vancouver BC V6C 3B8.


On March 30, 2000, the shareholders' list for the Registrant's common stock
showed 96 registered shareholders and 15,287,428 shares issued and outstanding.
Of these, 14 shareholders were U.S. residents, owning 127,949 shares
representing less than 1% of the issued and outstanding shares of common stock.


The Registrant has researched the indirect holdings by depositories and other
financial institutions and believes it has in excess of 300 "holders of record"
of its common shares.

Based on this research and other research into the indirect holdings of other
financial institutions, the Registrant believes that it has in excess of 300
beneficial owners of its common shares.

The Registrant is unaware of any active market in the United States for its
common shares. The Registrant's common shares are not registered to trade in the
United States in the form of American Depository Receipts (ADR's) or similar
certificates.

The Registrant has not declared any dividends for the last five years and does
not anticipate that it will do so in the foreseeable future. The present policy
of the Registrant is to retain future earnings for use in its operations and the
expansion of its business.













                                       51
<PAGE>

ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS
--------------------------------------------------------------------------

There are no governmental laws, decrees or regulations in Canada relating
restrictions on the export or import of capital, or affecting the remittance of
interest, dividends or other payments to non-resident holders of the Company's
common shares. Any remittance of dividends to United States residents are,
however, subject to a 15% withholding tax (10% if the shareholder is a
corporation owning at least 10% of the common shares of the Company) pursuant to
Article X of the reciprocal treaty between Canada and the United States.

Except as provided in the Investment Canada Act, there are no limitations under
the laws of Canada, the Province of British Columbia or in the Articles of
Incorporation of the Company on the right of foreigners to hold or vote the
common shares of the Company. Management believes that in the case of the common
stock of the Company, there are no limitations on the rights of non-Canadians to
vote the Company's common shares.

The Investment Canada Act (the "ICA"), which became effective on June 30, 1985,
regulates the acquisition by non-Canadians of control of a Canadian business
enterprise. In effect, the ICA required review by Investment Canada, the agency
which administers the ICA, and approval by the Canadian government in the case
of an acquisition of control of a Canadian business by a non-Canadian where: (i)
in the case of acquisition (for example, through a share purchase or asset
purchase), the assets of the business are $5 million or more in value; or (ii)
in the case of an indirect acquisition (for example, the acquisition of the
foreign parent of the Canadian business) where the Canadian business has assets
of $50 million or more in value or if the Canadian business represents more than
50% of the assets of the original group and the Canadian business has assets of
$5 million or more in value. Review and approval are also required for the
acquisition or establishment of a new business in areas concerning "Canada's
cultural heritage or national identity" such as book publishing, film production
and distribution, television and radio, production and distribution of music,
and the oil and natural gas industry, regardless of the size of the investment.

In the context of the Company, in essence, three methods of acquiring control of
a Canadian business are regulated by the ICA: (i) the acquisition of all or
substantially all of the assets used in carrying on the Canadian business; (ii)
the


                                       52
<PAGE>

acquisition, directly or indirectly, of voting shares of a Canadian corporation
carrying on the Canadian business; (iii) the acquisition of voting control of an
entity which controls, directly or indirectly, another entity carrying on a
Canadian business. An acquisition of a majority of the voting interests of an
entity, including a corporation, is deemed to be an acquisition of control under
the ICA. An acquisition of less than one-third of the voting shares of a
corporation is deemed not to be an acquisition of control. An acquisition of
less than a majority, but one-third or more, of the voting shares of a
corporation is presumed to be an acquisition of control unless it can be
established that on the acquisition the corporation is not, in fact, controlled
by the acquirer through the ownership of voting shares. For partnerships,
trusts, joint ventures or other unincorporated entities, an acquisition of less
than a majority of the voting interests is deemed not to be an acquisition of
control.

In 1988, the ICA was amended pursuant to the Free Trade Agreement dated January
2, 1988, between Canada and the United States to relax the restriction of the
ICA. As a result of these amendments, except where the Canadian business is in
the cultural, oil and gas, uranium, financial services or transportation
sectors, the threshold for direct acquisition of control by US investors and
other foreign investors acquiring control of a Canadian business from US
investors has been raised from $5 million to $150 million of gross assets, and
indirect acquisitions are not reviewable.

In addition to the foregoing, the ICA requires that all other acquisitions of
control of Canadian businesses by non-Canadians are subject to formal
notification to the Canadian government. These provisions require a foreign
investor to give notice in the required form, which notices are for information,
as opposed to review, purposes.












                                       53
<PAGE>

ITEM 7. TAXATION
----------------

The following summary of the material Canadian federal income tax considerations
generally applicable in respect of the common stock reflects the Company's
opinion. The tax consequences to any particular holder of common stock will vary
according to the status of that holder as an individual, trust, corporation or
member of a partnership, the jurisdiction in which that holder is subject to
taxation, the place where that holder is resident and, generally, according to
that holder's particular circumstances. This summary is applicable only to
holders who are resident in the United States, have never been resident in
Canada, deal at arm's length with the Company, hold their common stock as
capital property and who will not use or hold the common stock in carrying on
business in Canada. Special rules, which are not discussed in this summary, may
apply to a United States holder that is an issuer that carries on business in
Canada and elsewhere.

This summary is based upon the provisions of the Income Tax Act of Canada and
the regulations there under (collectively, the "Tax Act" or "ITA")and the
Canada-United States Tax Convention (the "Tax Convention") as at the date of the
Registration Statement and the current administrative practices of Revenue
Canada, Taxation. This summary does not take into account provincial income tax
consequences.

This summary is not exhaustive of all possible income tax consequences. IT IS
NOT INTENDED AS LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER OF COMMON STOCK AND
SHOULD NOT BE SO CONSTRUED. EACH HOLDER SHOULD CONSULT HIS OWN TAX ADVISOR WITH
RESPECT TO THE INCOME TAX CONSEQUENCES APPLICABLE TO HIM IN HIS OWN PARTICULAR
CIRCUMSTANCES.

Based on management's independent review, they believe that the discussion
covers all material tax consequences.

Disposition of Common Shares
----------------------------
If a non-resident were to dispose of common shares of the Company to another
Canadian corporation which deals or is deemed to deal on a non-arm's length
basis with the non-resident and which, immediately after the disposition, is
connected with the Company (i.e., which holds shares representing more than 10%
of the voting power and more than 10% of the market value of all issued and
outstanding shares of the Company), the amount by which the fair market value of
any consideration (other than any shares of the purchaser corporation) exceeds
the paid-up capital


                                       54
<PAGE>

of the common shares sold will be deemed to be taxable as a dividend paid by the
purchasing corporation, either immediately or eventually by means of a deduction
in computing the paid-up capital of the purchasing corporation, and subject to
withholding taxes as described below.

Under the Tax Act, a gain from the sale of common shares by a non-resident will
not be subject to Canadian tax, provided the shareholder (and/or persons who do
not deal at arm's length with the shareholder) have not held a "substantial
interest" in the Company (25% or more of the shares of any class of the
Company's stock) at any time in the five years preceding the disposition.
Generally, the Tax Convention will exempt from Canadian taxation any capital
gain realized by the resident of the United States, provided that the value of
the common shares are not derived principally from real property situated in
Canada.

Dividend
--------
In the case of any dividends paid to non-residents, the Canadian tax is withheld
by the Company, which remits only the net amount to the shareholder. By virtue
of Article X of the Tax Convention, the rate of tax on dividends paid to
residents of the United States is generally limited to 15% of the gross dividend
(or 5% in the case of certain corporate shareholders owning at least 10% of the
Company's voting shares). In the absence of the treaty provisions, the rate of
Canadian withholding tax imposed on non-residents is 25% of the gross dividend.
Stock dividends received by non-residents from the Company are taxable by Canada
as ordinary dividends to the extent of the increase in the paid-up capital of
the class of stock issued.

Where a holder disposes of common shares to the Company (unless the Company
acquired the common shares in the open market in the manner in which shares
would normally be purchased by any member of the public) a dividend will be
deemed to have been paid to the US holder equal to the amount by which the
consideration paid by the Company exceeds the paid-up capital of such stock and
the amount of such dividend will be subject to withholding tax as described
above.

Capital Gains
-------------
A non-resident of Canada is not subject to tax under the ITA in respect of a
capital gain realized upon the disposition of a share of a class that is listed
on a prescribed stock exchange unless the share represents "taxable Canadian
property" to the holder thereof. A common share of the Company will be taxable



                                       55
<PAGE>

Canadian property to a non-resident holder if, at any time during the period of
five years immediately preceding the disposition, the non-resident holder,
persons with whom the non-resident holder did not deal at arm's length, or the
non-resident holder and persons with whom he/she did not deal at arm's length
owned 25% or more of the issued shares of any class or series of the Company. In
the case of a non-resident holder to whom shares of the Company represent
taxable Canadian property and who is resident in the United States, no Canadian
tax will be payable on a capital gain realized on such shares by reason of the
Tax Convention unless the value of such shares is derived principally from real
property situated in Canada or the non-resident holder previously held the
shares while resident in Canada. However, in such a case, certain transitional
relief under the Treaty may be available.

United States Federal Income Tax Consequences
---------------------------------------------
The following is a discussion of material United States Federal income tax
consequences, under the law, generally applicable to a US Holder (as defined
below) of common shares of the Company. This discussion does not address all
potentially relevant Federal income tax matters and it does not address
consequences peculiar to persons subject to special provisions of Federal income
tax law, such as those described below as excluded from the definition of a US
Holder. In addition, this discussion does not cover any state, local or foreign
tax consequences.

The following discussion is based upon the sections of the Internal Revenue Code
of 1986, as amended ("the Code"), Treasury Regulations, published Internal
Revenue Service ("IRS) rulings, published administrative positions of the IRS
and court decisions that are currently applicable, any or all of which could be
materially and adversely changed, possible on a retroactive basis, at any time.
In addition, the discussion does not consider the potential effects, both
adverse and beneficial, or recently proposed legislation which, if enacted,
could be applied, possibly on a retroactive basis, at any time. The following
discussion is for general information only and is not intended to be, nor should
it be construed to be, legal or tax advice to any holder or prospective holder
of common shares of the Company and no opinion or representation with respect to
the United States Federal income tax consequences to any such holder or
prospective holder is made. Accordingly, holders and prospective holders of
common shares of the Company should consult their own tax advisors about the
federal, state, local, and foreign tax consequences of purchasing, owning and
disposing of common shares of the Company.




                                       56
<PAGE>

This discussion is based on management's independent review and not the opinion
of counsel. Management believes that the discussion covers all material tax
consequences.

U.S. Holders
------------
As used herein, a ("U.S. Holder") includes a holder of common shares of the
Company who is a citizen or resident of the United States, a corporation created
or organized in or under the laws of the United States or of any political
subdivision thereof and any other person or entity whose ownership of common
shares of the Company is effectively connected with the conduct of a trade or
business in the United States. A U.S. Holder does not include persons subject to
special provisions of Federal income tax law, such as tax-exempt organizations,
qualified retirement plans, financial institutions, insurance companies, real
estate investment trusts, regulated investment companies, broker-dealers,
non-resident alien individuals or foreign corporations whose ownership of common
shares of the Company is not effectively connected with the conduct of a trade
or business in the United States and shareholders who acquired their shares
through the exercise of employee stock options or otherwise as compensation.

Distribution on Common Shares of the Company
--------------------------------------------
U.S. Holders receiving dividend distributions (including constructive dividends)
with respect to common shares of the Company are required to include in gross
income for United States Federal income tax purposes the gross amount of such
distributions to the extent that the Company has current or accumulated earnings
and profits, without reduction for any Canadian income tax withheld from such
distributions. Such Canadian tax withheld may be credited, subject to certain
limitations, against the U.S. Holder's United States Federal Income tax
liability or, alternatively, may be deducted in computing the U.S. Holder's
United States Federal taxable income by those who itemize deductions. (See more
detailed discussion at "Foreign Tax Credit" below). To the extent that
distributions exceed current or accumulated earnings and profits of the Company,
they will be treated first as a return of capital up to the U.S. Holder's
adjusted basis in the common shares and thereafter as gain from the sale or
exchange of the common shares. Preferential tax rates for long-term capital
gains are applicable to a U.S. Holder, which is an individual, estate or trust.
There are currently no preferential tax rates for long-term capital gains for a
US Holder that is a corporation.



                                       57
<PAGE>

Dividends paid on the common shares of the Company will not generally be
eligible for the dividends received deduction provided to corporations. A U.S.
Holder which is a corporation may, under certain circumstances, be entitled to a
70% deduction of the United States source portion of dividends received from the
Company (unless the Company qualifies as a "foreign personal holding company" or
a "passive foreign investment company", as defined below) if such U.S. Holder
owns shares representing at least 10% of the voting power and value of the
Company. The availability of this deduction is subject to several complex
limitations that are beyond the scope of this discussion.

A U.S. Holder will have a cost basis in the common shares equal to his or her
purchase price for U.S. federal income tax purposes

Foreign Tax Credit
------------------

A U.S. Holder who pays (or has withheld from distribution) Canadian income tax
with respect to the ownership of common shares of the Company may be entitled,
at the option of the U.S. Holder, to either a deduction or a tax credit for such
foreign tax paid or withheld. Generally, it will be more advantageous to claim a
credit because a credit reduces United States Federal income taxes on a
dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income
subject to tax. This election is made on a year-by-year basis and applies to all
foreign income taxes (or taxes in lieu of income tax) paid by (or withheld from)
the U.S. Holder during the year. There are significant and complex limitations
which apply to the credit, among which is the general limitation that the credit
cannot exceed the proportionate share of the U.S. Holder's United States income
tax liability that the U.S. Holder's foreign source income bears to his/her or
its application of this limitation. The various items of income and deduction
must be classified into foreign and domestic sources. Complex rules govern this
classification process. There are further limitations on the foreign tax credit
for certain types of income such as "passive income", "high withholding tax
interest", "financial services income", "shipping income", and certain other
classifications of income. The availability of the foreign tax credit and the
application of the limitations on the credit are fact specific and holders and
prospective holders of common shares of the Company should consult their own tax
advisors regarding their individual circumstances. No foreign tax credit is
allowed for any taxes paid or accrued with respect



                                       58
<PAGE>

to the U.S.-source portion of any dividend received by such a 10%-shareholder
corporation. For individuals whose entire income from sources outside the United
States consisting of passive income, the total amount of creditable foreign
taxes paid or accrued during the taxable year does not exceed $300 ($600 in the
case of a joint return) and an election is made under section 904(j), the
limitation on credit does not apply.


Disposition of Common Shares of the Company
-------------------------------------------

Subject to the discussion below of the consequences of the Company being treated
as a Passive Foreign Investment Company or a Foreign Investment Company, a U.S.
Holder will recognize gain or loss upon the sale of common shares of the Company
equal to the difference, if any, between (i) the amount of cash plus the fair
market value of any property received, and (ii) the shareholder's tax basis in
the common shares of the Company. This gain or loss will be capital gain or loss
if the common shares are capital assets in the hands of the U.S. Holder, which
will be a short-term or long-term capital gain or loss depending upon the
holding period of the U.S. Holder. Gains and losses are netted and combined
according to special rules in arriving at the overall capital gain or loss for a
particular tax year. Deductions for net capital losses are subject to
significant limitations. For U.S. Holders, which are individuals, any unused
portion of such net capital loss may be carried over to be used in later tax
years until such net capital loss is thereby exhausted. For U.S. Holders, which
are corporations (other than corporations subject to Subchapter S of the Code),
an unused net capital loss may be carried back three years from the loss year
and carried forward five years from the loss year to be offset against capital
gains until such net capital loss is thereby exhausted.

Other Considerations
--------------------
In the following circumstances, the above sections of the discussion may not
describe the United States Federal income tax consequences resulting from the
holding and disposition of common shares of the Company.

Foreign Personal Holding Company
--------------------------------
If at any time during a taxable year more than 50% of the total combined voting
power or the total value of the Company's outstanding shares is owned, actually
or constructively, by five or fewer individuals who are citizens or residents of
the United States and 60% or more of the Company's gross income for such year
was derived from certain passive sources (e.g. dividends,



                                       59
<PAGE>

interest, royalties and rents) the Company would be treated as a "foreign
personal holding company." In that event, U.S. Holders that hold common shares
of the Company would be required to include in gross income for such year their
allowable portions of such passive income to the extent the Company does not
actually distribute such income.

Foreign Investment Company
--------------------------
If 50% or more of the combined voting power or total value of the Company's
outstanding shares are held, actually or constructively, by citizens or
residents of the United States, United States domestic partnerships or
corporations, or estates or trusts other than foreign estates or trusts (as
defined by the Code Section 7701(a)(31), and the Company is found to be engaged
primarily in the business of investing, reinvesting, or trading in securities,
commodities, or any interest therein, it is possible that the Company might be
treated as a "foreign investment company" as defined in Section 1298(b)(6) of
the Code, causing all or part of any gain realized by a U.S. Holder selling or
exchanging common shares of the Company to be treated as ordinary income rather
than capital gains.

Passive Foreign Investment Company
----------------------------------
As a foreign corporation with U.S. Holders, the Company could potentially be
treated as a passive foreign investment company ("PFIC"), as defined in Section
1296 of the Code, depending upon the percentage of the Company's assets, which
is held for the purpose of producing passive income A foreign corporation that
qualifies as a Controlled Foreign Corporation ("CFC") will not be treated as a
PFIC with respect to a shareholder during the portion of the shareholder's
holding period after December 31, 1997, during which the shareholder is a10%
U.S. shareholder and the corporation is a CFC. The PFIC provisions continue to
apply in the case of PFIC that is also a CFC with respect to the shareholders
that are less than 10% U.S. shareholders.

U.S. Information Reporting and Backup Withholding. Dividends are generally
subject to the information reporting requirements of the code. Dividends may be
subject to backup withholding at the rate of 31% unless the holder provides a
taxpayer identification number on a properly completed Form W-9 or otherwise
establishes an exemption.

The amount of any backup withholding will not constitute additional tax and will
be allowed as a credit against the United States Investor's federal income tax
liability.



                                       60
<PAGE>

Filing of Information Returns. Under a number of circumstances, a United States
Investor acquiring shares of the Company may be required to file an information
return at the Internal Revenue Center where they are required to file their tax
returns with a copy to the Internal Revenue Service Center, Philadelphia, PA
19255. In particular, any United States Investor who becomes the owner, directly
or indirectly, of 10% of more of the shares of the Company will be required to
file such a return. Other filing requirements may apply, and United States
Investors should consult their own tax advisors concerning these requirements.

Certain United States income tax legislation contains rules governing PFICs,
which can have significant tax effects on U.S. Shareholders of foreign
corporations. These rules do not apply to non-U.S. shareholders. Section 1296 of
the Code defines a PFIC as a corporation that is not formed in the United States
and, for any taxable year, either (i) 75% or more of its gross income is
"passive income", which includes interest, dividends and certain rents and
royalties or (ii) the average percentage, by fair market value or, if the
Company is a controlled foreign corporation or makes an election, by adjusted
tax basis, of its assets that produce or are held for the production of "passive
income", is 50% or more.

A U.S. shareholder who holds stock in a foreign corporation during any year in
which such corporation qualifies as a PFIC is subject to U.S. Federal income
taxation under one of two alternative tax regimes at the election of each such
U.S. shareholder. The following is a discussion of such two alternative tax
regimes applied to such U.S. shareholders of the Company.

A U.S. shareholder who elects in a timely manner to treat the Company as a
Qualified Electing Fund ("QEF"), as defined in the Code (an "Electing U.S.
Shareholder"), will be subject, under Section 1293 of the Code, to current
federal income tax for any taxable year in which the Company qualifies as a PFIC
on his pro-rata share of the Company's (i) "net capital gain" (the excess of net
long-term capital gain over net short-term capital loss), which will be taxed as
long-term capital gain to the Electing U.S. Shareholder and (ii) "ordinary
earnings" (the excess of earnings and profits over net capital gain), which will
be taxed as ordinary income to the Electing U.S. Shareholder, in each case, for
the shareholder's taxable year in which (or with which) the Company's taxable
year ends, regardless of whether such amounts are actually distributed.




                                       61
<PAGE>

The effective QEF election also allows the Electing U.S. Shareholder to (i)
generally treat any gain realized on the disposition of his common shares (or
deemed to be realized on the pledge of his common shares) as capital, (ii) treat
his share of the Company's net capital gain, if any, as long-term capital gain
instead of ordinary income, and (iii) either avoid interest charges resulting
from PFIC status altogether, or make an annual election, subject to certain
limitations, to defer payment of current taxes on his share of the Company's
annual realized net capital gain and ordinary earnings subject, however, to an
interest charge on the deferred taxes. If the Electing U.S. Shareholder is not a
corporation, such an interest charge would be treated generally as "personal
interest" that can be deducted only when it is paid or accrued.
The procedures a U.S. Shareholder must comply with in making an effective QEF
election will depend on whether the year of the election is the first year in
the U.S. Shareholder's holding period in which the Company is a PFIC. If the
U.S. Shareholder makes a QEF election in such first year, i.e. a timely QEF
election, then the U.S. Shareholder may make the QEF election by simply filing
the appropriate documentation at the time the U.S. Shareholder files its tax
return for such first year. If, however, the Company qualified as a PFIC in a
prior year during such shareholder's holding period, then in addition to filing
documents, the U.S. Shareholder must elect to recognize (i) (under the rules of
Section 1291 discussed below), any gain that he would otherwise recognize if the
U.S. Shareholder sold his stock on the application date or (ii) if the Company
is a controlled foreign corporation, and such shareholder so elects, his/her
allocable portion of the Company's post-1986 earnings and profits.

When a timely QEF election is made, if the Company no longer qualifies as a PFIC
in a subsequent year, normal code rules will apply. It is unclear whether a new
QEF election is necessary if the Company thereafter re-qualifies as a PFIC. U.S.
Shareholders should seriously consider making a new QEF election under those
circumstances.

If a U.S. Shareholder does not make a timely QEF election in the year in which
it holds (or is deemed to have held) the shares in question and the Company is a
PFIC, then special taxation rules under Section 1291 of the Code will apply to
(i) gains realized on disposition (or deemed to be realized by reason by of a
pledge) of his/her common shares and (ii) certain "excess distributions", as
specially defined, by the Company.




                                       62
<PAGE>

Non-electing U.S. shareholders generally would be required to pro-rate all gains
realized on the disposition of his/her common shares and all excess
distributions over the entire holding period for the common shares. All gains or
excess distributions allocated to prior years of the U.S. Holder (other than
years prior to the first taxable year of the Company during such U.S. Holder's
holding period and beginning after January 1, 1987 for which it was a PFIC)
would be taxed at the highest tax rate for each such prior year applicable to
ordinary income. The Non-electing U.S. Shareholder also would be liable for
interest on the foregoing tax liability for each such prior year calculated as
if such tax liability had been due with respect to each such prior year. A
Non-electing US Shareholder that is not a corporation must treat this interest
charge as "personal interest" which, as discussed above, is partially or wholly
non-deductible. The balance of the gain or the excess distribution will be
treated as ordinary income in the year of the disposition or distribution, and
no interest charge will be incurred with respect to such balance.

If the Company is a PFIC for any taxable year during which a Non-electing U.S.
Shareholder holds common shares, then the Company will continue to be treated as
a PFIC with respect to such common shares, even if it is no longer by definition
a PFIC. A Non-electing U.S. Shareholder may terminate this deemed PFIC status by
electing to recognize a gain (which will be taxed under the rules discussed
above for Non-electing U.S. Shareholders) as if such common shares had been sold
on the last day of the last taxable year for which it was a PFIC.

Under Section 1291(f) of the Code, the Department of the Treasury has issued
proposed regulations that would treat as taxable certain transfers of PFIC stock
by Non-electing U.S. Shareholders that are generally not otherwise taxed, such
as gifts, exchanges pursuant to corporate reorganizations, and transfers at
death.

Because the Company's shares are "marketable" under section 1296(e), if the
Company is a PFIC with respect to a U.S. Investor, the U.S. Investor may elect
to mark the stock to market each year. In general, a PFIC shareholder who elects
under section 1296 to mark the marketable stock of a PFIC includes in income
each year an amount equal to the excess, if any, of the fair market value of the
PFIC stock as of the close of the taxable year over the shareholder's adjusted
basis in such stock. A shareholder is also generally allowed a deduction



                                       63
<PAGE>

for the excess, if an, of the adjusted basis of the PFIC stock over the fair
market value as of the close of the taxable year. Deductions under this rule,
however, are allowable only to the extent of any net mark to market gains with
respect to the stock included be the shareholder for prior taxable years, While
the interest charge regime under the PFIC rules generally does not apply to
distributions from and dispositions of stock of a PFIC where the U.S. Investor
has elected to mark the stock to market, coordination rules for limited
application will apply in the case of a U.S investor that marks to market PFIC
stock later than the beginning of the shareholder's holding period for the PFIC
stock.

Certain special, generally adverse, rules will apply with respect to the common
shares while the Company is a PFIC whether or not it is treated as a QEF. For
example under Section 1297(b)(6) of the Code, a US Holder who uses PFIC stock as
security for a loan (including a margin loan) will, except as may be provided in
regulations, be treated as having made a taxable disposition of such stock.

Management believes that the Company was a PFIC for the year ended April 30,
1997.

The foregoing discussion is based on existing provisions of the Code, existing
and proposed regulations there under, and current administrative ruling and
court decisions, all of which are subject to change. Any such change could
affect the validity of this discussion. In addition, the implementation of
certain aspects of the PFIC rules requires the issuance of regulations which in
many instances have not been promulgated and which may have retroactive effect.
There can be no assurance any of these proposed regulations will be enacted or
promulgated and if so, the form they will take or the effect that they may have
on this discussion. Accordingly, and due to the complexity of the PFIC rules,
U.S. persons who are shareholders of the Company are strongly urged to consult
their own tax advisors concerning the impact of these rules on their investment
in the Company.

Controlled Foreign Corporation
If more than 50% of the voting power of all classes of stock or the total value
of the stock of the Company is owned, directly or indirectly, by citizens or
residents of the United States, United States domestic partnerships and
corporations or estates or trusts other than foreign estates or trusts, each of
whom own 10% or more of the total combined voting power of all classes of stock
of the Company or the total value of the stock of ("United



                                       64
<PAGE>

States Shareholder") the Company then the Company could be treated as a
"controlled foreign corporation" under Subpart F of the Code. This
classification would effect many complex results including the required
inclusion by such United States shareholders in income of their pro rata shares
of "Subpart F income" (as specially defined by the Code) of the Company and the
Company's earnings invested in US property and earnings invested "excess passive
assets" (as specifically defined by the Code). In addition, under Section 1248
of the Code, gain from the sale or exchange of common shares of the Company by a
U.S. person who is or was a United States shareholder (as defined in the Code)
at any time during the five year period ending with the sale or exchange is
treated as ordinary dividend income to the extent of earnings and profits of the
Company attributable to the stock sold or exchanged. Because of the complexity
of Subpart F., and because it is not clear that the Company is a controlled
foreign corporation, a more detailed review of these rules is outside of the
scope of this discussion.

















                                       65

<PAGE>

ITEM 8. SELECTED FINANCIAL DATA
-------------------------------

The selected financial data set forth for the six months ended November 30, 1999
and 1998 are derived from the Company's unaudited financial statements. The
selected financial data of the Company for the nine months ended September 30,
1999, and for the years ended December 31, 1998 and 1997 was derived from the
audited financial statements of the Company. The selected financial data set
forth for the seven months ended December 31, 1996 and for the years ended May
31, 1996 and May 31, 1995, are derived from the Company's unaudited financial
statements, not included herein.

Certain information in Table No. 4 was extracted from the more detailed
financial statements and related notes included herein and should be read in
conjunction with such financial statements and with the information appearing
under the heading ITEM 9., "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS".


The fiscal year end of the Company was changed from March 31, to May 31,
effective May 31, 1999. The fiscal year end of the deemed acquiror, SoftCare
Electronic Commerce Inc. was also changed to May 31, effective May 31, 1999.


Reference is made to Note 20 of the audited financial statements of the Company
included herein for a discussion of the differences between Canadian GAAP and
U.S. GAAP, and their effect on the Company's financial statements.

The Acquisition of SoftCare by the Company was completed at the close of
business on June 18, 1999. The Acquisition has been accounted for as a Reverse
Takeover transaction as of that date. The consolidated financial information in
Table 4 includes the results of operations of Softcare EC.com Inc. from June 19,
1999. All prior financial information presented is consolidated financial
information of SoftCare, which is considered to be the acquiring company for
accounting purposes.





                                       66

<PAGE>
<TABLE>
<CAPTION>
                             Softcare EC. Com, Inc.
                                   Table No. 4
                             Selected Financial Data
                      (CDN$ in 000, except per share data)


                                6 Months     6 Months     9 Months    Year         Year     7 Months       Year        Year
                                 Ended        Ended        Ended      Ended        Ended      Ended        Ended       Ended
                               Nov 30/99    Nov 30/98    Sept 30/99  Dec 31/98   Dec 31/97(1)Dec 31/96   May 31/96   May 31/95
                               ------------ ------------ ----------- ----------- ----------- ----------- ------------ -----------
<S>                            <C>          <C>          <C>         <C>         <C>         <C>         <C>          <C>
Revenue                        $       439  $       535  $      682  $      849  $    1,997  $      268  $      604   $      616
Net Earning (loss)             $    (2,045) $      (484) $   (3,014) $   (1,131) $      423  $     (288) $     (159)  $        5
Pro Forma Basic Earnings (Loss)
Per Share (2)                  $     (0.17) $     (0.05) $    (0.29) $    (0.13) $     0.05  $    (0.04) $   (19.63)  $    (0.66)
Dividends per Share            $         -  $         -  $        -  $        -  $        -  $        -  $        -   $        -
Weighted Average Number of      12,199,102    8,961,526  10,555,717   8,961,526   8,885,940   6,813,987       8,093        8,093
Shares, CDN GAAP (2)
Working Capital                $     2,060  $       688  $    2,492  $      519  $    1,753  $     (600) $     (236)  $     (199)
Long Term Debt (4)             $       146  $       210  $      161  $      204  $      281  $      348  $      151   $        -
Shareholders' Equity CDN GAAP  $     2,072  $       655  $    2,491  $      475  $    1,606  $     (829) $     (316)  $     (157)
Total Assets CDN GAAP          $     2,803  $     1,182  $    3,109  $    1,035  $    2,217  $      417  $      249   $      217
Net Earnings (Loss) U.S. GAAP  $    (2,066) $     (484)  $   (3,035) $   (1,131) $      423  $     (288) $     (159)  $        5
Pro Forma Basic Earnings (Loss)$     (0.18) $     (0.05) $    (0.31) $    (0.13) $     0.05  $    (0.04) $   (19.63)  $    (0.66)
Per Share, U.S. GAAP (2)(3)
Weighted Average Number of      11,199,102    8,961,526    9,925,679  8,961,526   8,885,940   6,813,987       8,093        8,093
Shares U.S. GAAP (2)(3)
Shareholders' Equity U.S. GAAP $     2,072  $       655  $    2,491  $      475  $    1,606  $     (829) $     (316) $      (157)
Total Assets U.S. GAAP         $     2,803  $     1,182  $    3,109  $    1,035  $    2,217  $      417  $      249  $       217
</TABLE>

(1) By Articles of Amalgamation dated February 1, 1997, Norgate Holdings Inc.
and SoftCare Consulting Inc. amalgamated and continued under the name SoftCare
Electronic Commerce Inc. from that date.

(2) Pro forma earnings (loss) per share calculations for the periods presented
give retroactive effect to the exercise of the 11,000,000 Special Warrants and
the issuance of Common shares on the June 18, 1999 Acquisition date. Stock
options and warrants in addition to those issued as a result of the Acquisition
are anti-dilutive for the period ended September 30, 1999 and the year ended
December 31, 1998, accordingly, pro forma fully diluted earnings (loss) per
share does not differ from pro forma basic earnings (loss) per share for the
periods presented. There were no options or warrants outstanding for the periods
ended December 31, 1997 and prior.

(3) Under U.S. GAAP, the weighted average number of shares used in the
calculation of pro forma basic and fully diluted earnings (loss) per share
exclude performance-based Common shares under the Company's Employee Share Bonus
Plan.

Under U.S. GAAP, the weighted average number of shares used in the calculation
of diluted earnings (loss) per share would be calculated by the treasury stock
method whereby it is assumed that proceeds received from the Company from the
exercise of dilutive securities are used to repurchase outstanding shares in the
market. As the effect of options and common share purchase warrants are
anti-dilutive, diluted loss per share does not differ from basic loss per share.

(4) Long Term Debt includes long-term debt, obligations under capital leases and
redeemable Class A Preference share obligations with a maturity greater than one
year. The current portion of these obligations, which is due in less than one
year, has not been included herein.









                                       67
<PAGE>

ITEM 9.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
----------------------------------------------------------
CONDITION AND RESULTS OF OPERATION
----------------------------------

The following discussion relates to the financial condition, changes in
financial condition and results of operations of the Company and its
subsidiaries SoftCare, SCEC Holdings, SCC Holdings and SoftCare U.S.A. for the
six months ended November 30, 1999 and 1998, the nine months ended September 30,
1999, and the years ended December 31, 1998 and 1997. The discussion should be
read in conjunction with the financial statements of the Company and related
notes included therein. The Company, its wholly owned subsidiary, SoftCare, and
SoftCare's wholly owned subsidiaries SCC Holdings, SCEC Holdings and Softcare
U.S.A. are also hereinafter for the purposes of this Item 9, collectively
referred to as the "Company" or the "Registrant."

The Company also owns 100 percent of Bus Holdings Corporation, an Anguilla
company. This company is not commercially active, has no assets or liabilities,
and has been effectively abandoned by the Company.

The Company develops and markets EC and EDI software that facilitates business
to business e-commerce. The Company's initial EDI product, TradeLink, developed
in 1992, enables the electronic transmission of business documents. The
Company's new line of electronic commerce software, packaged as Open|EC
Electronic Commerce Platform (the "Open|EC Platform") was completed in 1999. The
new Open|EC Platform facilitates business to business electronic transactions
using public networks and browser technology.

The Open|EC Product is the Company's primary product focus. The Company has
developed certain applications to support its Open|EC Platform and has
identified further applications for possible future development. While the
Company may develop these applications, there can be no assurance that such
products, once completed, will meet customer requirements, overall market
requirements, or that the products will perform in a satisfactory manner.

Six Months Ended November 30, 1999 and 1998
-------------------------------------------

As of November 30, 1999, the Company had $147,394 in cash and cash equivalents
compared with $556,552 as of November 30, 1998. The Company's working capital at
the end of the six-month period was $2,059,852 compared with $687,690 as at
November 30, 1998. Short-term investments as at November 30, 1999, were
$2,206,674



                                       68
<PAGE>

compared with $nil as at November 30, 1998. Capital assets, which represents net
book value of computer and testing equipment, computer software and office
equipment were $158,286 as at November 30, 1999 compared with $176,816 as at
November 30, 1998. The Company has a $150,000 revolving credit facility with
Toronto Dominion Bank, of which $155,000 was advanced ($5,000 in excess of its
limit) as at November 30, 1999 compared with $nil as at November 30, 1998.
Advances on the credit line are payable on demand and carry an interest rate at
the bank's prime lending rate plus 1.5%. As at November 30, 1999 and 1998, the
Company had not pledged any of its assets as security for the line of credit.

During the six-month period ended November 30, 1999, the Company issued
11,000,000 Special Warrants in exchange for all of the issued and outstanding
common shares of Softcare Electronic Commerce Inc. pursuant to the reverse
takeover agreement effective June 18, 1999, for net assets with an estimated
fair market value of $1,159,916. During the six-month period ended November 30,
1999, the Company also issued 2,000,000 Private Placement Special Warrants for
net proceeds after commissions and issuance costs of $2,720,000 cash, pursuant
to a broker-assisted private placement.

Nine Months Ended September 30, 1999
------------------------------------

As of September 30, 1999, the Company had $105,272 in cash and cash equivalents.
The Company's working capital at the end of the nine-month period was
$2,491,518. Short-term investments at September 30, 1999, were $2,501,281.
Capital assets, which represent net book value of computer and testing
equipment, computer software and office equipment were $160,214 at September 30,
1999. The Company has a $150,000 revolving credit facility with Toronto Dominion
Bank, of which $80,000 was advanced as at September 30, 1999. Advances on the
credit line are payable on demand and carry an interest rate at the bank's prime
lending rate plus 1.5%. As at September 30, 1999, the Company had not pledged
any of its assets as security for the line of credit.

During the nine-month period ended September 30, 1999, the Company issued
11,000,000 Special Warrants in exchange for all of the issued and outstanding
common shares of Softcare Electronic Commerce Inc. pursuant to the Acquisition
agreement effective June 18, 1999, for net assets with an estimated fair market
value of $1,159,916. During the nine-month period ended September 30, 1999, the
Company also issued 2,000,000 Special



                                       69
<PAGE>

Warrants for net proceeds after commissions and issuance costs of $2,720,000
cash, pursuant to a broker-assisted private placement together with the noted
Special Warrants to Golden Securities and M. Townshend.

Years Ended December 31, 1998 and 1997
--------------------------------------

The Company's cash and cash equivalent position at December 31, 1998 was
$487,198 compared to $977,672 at December 31, 1997. As at December 31, 1998, the
Company had working capital of $518,505, compared with working capital of
$1,783,472 at December 31, 1997. Capital assets, which represent net book value
of computer and testing equipment, computer software and office equipment were
$160,175 at December 31, 1998 compared with $132,562 at December 31, 1997. The
Company has a $150,000 revolving credit facility with Toronto Dominion Bank, of
which $25,000 was advanced as at December 31, 1998 and $52,602 as at December
31, 1997. Advances on the credit line are payable on demand and carry an
interest rate at the bank's prime lending rate plus 1.5%. As at September 30,
1999, the Company had not pledged any of its assets as security for the line of
credit.

During the year ended December 31, 1997, Norgate Holdings Inc. and SoftCare
Consulting Inc. amalgamated and continued under the name SoftCare Electronic
Commerce Inc. from February 1, 1997.

Results of Operations
---------------------

The Company generated revenue through product sales, services and maintenance
contracts. Product sales were derived through two alternative fee structures:
licensing fees and software royalties. Service and maintenance contracts are
generally entered into at the time a product sale is closed.


Sales of Tradelink, consulting and training fees and maintenance fees are due
upon receipt of the invoice. No extensions are offered. Terms of payment with
respect to the Company's Open|EC product are determined during contract
negotiations. Generally, the terms require a fee to be paid upon signing the
contract and the balance due upon completion of a successful installation.


Six Months Ended November 30, 1999 and 1998
-------------------------------------------

Revenue for the six months ended November 30, 1999 was $439,438, compared with
$535,474 for the same period ended November 30, 1998, a decrease of
approximately 17.9%. The decrease in revenue was primarily due to a change in
its sales efforts from



                                       70
<PAGE>

the Company's existing products towards its new Open E|C product which commenced
in June 1999. Sales of the new Open E|C product to November 30, 1999 were
approximately $30,000 since it was first marketed in June 1999.

Salaries and wages for the six months ended November 30, 1999 were $825,256,
compared with $383,416 for the same period ended November 30, 1998. The increase
was due to the Company's increased research and development efforts to complete
the initial Open E|C product set and to expand its marketing and sales efforts.
A comparison of the six-month period ended November 30, 1999 with the six months
ended November 30, 1998 reflects this trend, with an increase in salaries and
wages of 115.2%.

Other compensation relates to the estimated fair market value of options granted
to employees of the Company as consideration for services rendered during the
five months ended September 1999. Prior to and in anticipation of the
Acquisition transaction, options to acquire 246,946 common shares of Softcare
valued at $1,280,000 were granted to employees. These options were exercised on
the reverse take-over date for cash proceeds of $247 resulting in a charge to
income equal to the excess value of Common shares over cash received of
$1,279,753. During the period ended May 31, 1999, the Company recorded $418,220
of this charge, and the remainder during the six months ended November 30, 1999.

Selling expenses for the six months ended November 30, 1999 were $65,700,
compared with $149,294 for the same period ended November 30, 1998,
demonstrating an overall reduction in the Company's selling expenses of 56.0%.
The decrease reflects the Company's reduced sales efforts for its older
TradeLink EDI product set, as it focused on completing the development of its
initial Open E|C product set.

General and administrative expenses for the six months ended November 30, 1999
were $695,080, compared with $450,071 for the same period ended November 30,
1998. A comparison of the six-month period ended November 30, 1999 with the same
period ended November 30, 1998 shows an increase of 54.4%. The increase was
primarily due to the cost of increased administration and professional fees
required to investigate possible financing arrangements.

Depreciation and amortization for the six months ended November 30, 1999 was
$36,760 compared with $36,565 for the same period



                                       71
<PAGE>

ended November 30, 1998. The increase reflects the Company's continuous
upgrading of its computer hardware, software and related equipment.

Nine Months Ended September 30, 1999
------------------------------------

Revenue for the nine months ended September 30, 1999 was $682,426 which
represents 80.3% of total revenue for the year ended December 31, 1998, of
$849,433. The increase in revenue was primarily due to revenue from initial
sales of the Company's new Open E|C product which commenced in June 1999.


During the nine months ended September 30, 1999, the Company did encounter
instances of delays in collecting a select few, larger than average receivables.
The delay in collection was due in part to staff turnover in both sales and
administrative positions responsible for the management of receivables. As these
positions were subsequently filled, the administrative structure of the Company
is now intact to enable more attention to the collection of its receivables.
Management has also since instituted more rigorous procedures, and devoted more
resources to monitor accounts, and to contact delinquent customers. The Company
also intends to maintain a more concrete policy of denying customer service
support to delinquent customers.


Salaries and wages for the nine months ended September 30, 1999 were $1,430,767,
an amount that exceeded the total for salaries and wages for the year ended
December 31, 1998 by $221,469. The increase was due to the Company's increased
development efforts to complete the initial Open E|C product set. Salaries and
wages are expected to grow in future periods as the Open E|C business continues
to grow.

Other compensation relates to the estimated fair market value of options granted
to employees of the Company as consideration for services rendered during the
five months ended September 1999. Prior to and in anticipation of the
Acquisition transaction, options to acquire 246,946 Common shares of Softcare
valued at $1,280,000 were granted to employees. These options were exercised on
the Acquisition date for cash proceeds of $247 resulting in a charge to income
equal to the excess value of Common shares over cash received of $1,279,753.

Selling expenses for the nine-month period ended September 30, 1999 totaled
$115,200. This reflects approximately 71.8% of total selling expenses for the
year ended December 31, 1998, reflecting a decrease in overall selling expenses
for the period



                                       72
<PAGE>

ended September 30, 1999. The decrease reflects the Company's reduced sales
efforts for its older TradeLink EDI product set as it focused on completing the
development of its initial Open E|C product set.

At $804,697, general and administrative expenses for the nine months ended
September 30, 1999 already exceeded general and administrative costs for the
year ended December 31, 1998 by $267,486. The increase was primarily due to the
cost of administration and consulting required as a consequence of the Company's
investigation into financing alternatives and recruitment of executive and
management personnel.
Depreciation and amortization as at the nine months ended September 30, 1999 was
$56,211. This reflects approximately 73.1% of total depreciation and
amortization for the year ended December 31, 1998, of $76,887.

Fiscal Years Ended December 31, 1998 and 1997
---------------------------------------------

Revenue for the year ended December 31, 1998 was $849,433, compared with
$1,997,565 for the year ended December 31, 1997. The decrease in the period
revenue was primarily due to contract revenue of approximately $1,300,000 earned
in 1997 under the Co-operation Agreement with TRW, which was not repeated in
1998 due to the cancellation of the Co-operation Agreement. (The TRW contract
revenue was approximately $100,000 during the year ended December 31, 1998).

Salaries and wages increased to $1,209,298 at December 31, 1998, from $756,585
at December 31, 1997. The increase was due to the Company's increased sales,
marketing, and research and development efforts to complete the initial Open E|C
product set.

Selling expenses for the year ended December 31, 1998 were $160,476 compared
with $127,472 for the year ended December 31, 1997. The increase in 1998 was
primarily as a result of the Company's increased trade show participation and
advertising.

General and administrative expenses reduced from $627,100 for the year ended
December 31, 1997, to $537,211 for the year ended December 31, 1998. This was
primarily due to the decrease in administration and professional fees that were
incurred in 1997 as a result of moving the Company's head office to its North
Vancouver location and certain general financing costs incurred in preparation
of the common share private placement.




                                       73
<PAGE>

Depreciation and amortization at December 31, 1998 was $76,887, compared with
$52,603 at December 31, 1997. This reflects the depreciation and amortization
expense of capital assets acquired in 1997 for a full year in 1998, plus
$104,500 of additional capital assets acquired in 1998.

Liquidity and Capital Resources
-------------------------------

Because the Company has experienced negative cash flow from operations it has
had to rely on debt and equity financing for cash required for operations. The
Company's ability to achieve profitability and positive cash flow from
operations has been dependent upon numerous factors. These factors include its
ability to attract strategic corporate partners for the development, marketing,
distribution, and sale of its software products, the progress of its research
and development programs and its ability to protect its proprietary rights over
product names and trademarks. To date the Company has been able to achieve
certain milestones in its efforts to combat these dependant factors including
the registration of its trademark Open|EC, expanded sales force into the United
States, continued innovation from research and development and building contacts
and alliances with many potential strategic corporate partners.

As at November 30, 1999, the Company had cash and cash equivalents of $147,394
plus short-term investments of $2,206,674 invested in Government of Canada
Treasury Bills. The Company also has the potential to raise future capital
through the exercise of warrants, directors' stock options and agents' warrants.
To date it has received $125,000 upon the exercise of Private Placement Warrants
and $5,400 from the exercise of Agent's Warrants. However, there is no assurance
that the exercise of warrants will occur or that directors or agents will
exercise their options. Nevertheless, the Company believes that existing cash
and other working capital will be sufficient to carry out operations during the
next twelve months.











                                       74
<PAGE>

ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
-------------------------------------------------


Table No. 5 lists the names of the Directors of the Company as at March 30,
2000. The Directors have served in their respective capacities since their
election and will serve until the next Annual General Meeting or until a
successor is duly elected, unless the office is vacated in accordance with the
Articles/By-Laws of the Company.


                             Table No. 5 - Directors

Director's Name               Age                  Date First
                                                   Elected or
                                                    Appointed
--------------------          ---                   ----------
Martyn Armstrong (1)           43                   June 1999
Wayne Zielke (1)               45                   June 1999
Randall M. Pierson             54               February 2000
Gregg Sedun (1)                41               February 1997

(1) Also a member of the Audit Committee



Table No. 6 lists the names of the Executive Officers of the Company as at March
30, 2000. The Executive Officers are appointed by the Directors and serve until
the earlier of their resignation or removal with or without cause by the
Directors.


                                   Table No. 6
                               Executive Officers


Name                  Age    Title                         Date First Affiliated
Martyn Armstrong      43     President                                 June 1999
Douglas Sarkissian    47     Secretary                                 June 1999
Wayne Zielke          45     Chief Financial Officer                   June 1999
Sted Chen             33     VP, Engineering                         August 1993
Tim Winchester        53     VP, Sales                              January 1999
Ross Casabonne        49     VP, Latin American Business              April 2000
                             Development
Michael Cobban        43     Manager, Client Services                  June 1994

No Director and/or Executive Officer has been the subject of any order,
judgment, or decree of any governmental agency or administrator or of any court
of competent jurisdiction, revoking or suspending for cause any license, permit
or other authority of such person or of any corporation of which he/she is a
Director and/or Executive Officer, to engage in the securities business or in
the sale of a particular security or



                                       75
<PAGE>

temporarily or permanently restraining or enjoining any such person or any
corporation of which he is an officer or director from engaging in or continuing
any conduct, practice, or employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security or any aspect of the securities business.

There are no family relationships between any two or more Directors or Executive
Officers. There are no material arrangements or understandings between any two
or more Directors or Executive Officers.






































                                       76
<PAGE>

ITEM 11. COMPENSATION OF OFFICERS AND DIRECTORS
-----------------------------------------------

The Company has no formal plan or standard arrangements for compensating its
Directors for their service in their capacity as Directors other than the
granting of stock options; refer to ITEM 12. "OPTIONS TO PURCHASE SECURITIES
FROM REGISTRANT OR SUBSIDIARIES".

The Company also may grant stock options to Executive Officers and employees;
refer to ITEM 12. "OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR
SUBSIDIARIES".

Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at meetings of the
Board of Directors. The Board of Directors may award special remuneration to any
Director undertaking any special services on behalf of the Company other than
services ordinarily required of a Director.

During the fiscal year ended December 31, 1999, the Company paid a total of
$280,761 to Directors/Officers of the Company for legal, accounting and advisory
services and $220,000 in salary.

No funds were set aside or accrued by the Company during Fiscal 1999 to provide
pension, retirement or similar benefits for Executive Officers or Directors.

The Company has no plans or arrangements in respect of remuneration received or
that may be received by Executive Officers of the Company in Fiscal 1999 to
compensate such officers in the event of termination of employment (as a result
of resignation, retirement, change of control) or a change of responsibilities
following a change of control, where the value of such compensation exceeds
U.S.$60,000 per Executive Officer, except that Martyn Armstrong is entitled to
18 months compensation for termination in lieu of notice.

Except for the stock option program discussed in ITEM #12, the Company has no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to the Company's Executive Officers or Directors.










                                       77
<PAGE>

ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES
-----------------------------------------------------------------------

Stock Options to purchase securities from the Company are granted to Directors
and Employees of the Company on terms and conditions acceptable to the
regulatory authorities in Canada, notably the Canadian Venture Exchange. Stock
options must be approved by the Company's shareholders at an Annual General
Meeting. The Company has no formal written stock option plan.

Under the Canadian Venture Exchange (formerly the Vancouver Stock Exchange)
guidelines, stock options for up to 10% of the number of issued and outstanding
common shares may be granted from time to time, provided that stock options in
favor of any one individual may not exceed 5% of the total issued and
outstanding common shares of the Company. No stock option granted under the
stock option program is transferable by the optionee other than by will or the
laws of descent and distribution, and each stock option is exercisable for a
maximum of five years only by such optionee, and only while the optionee remains
a director or employee of the Company.

The exercise price of all stock options granted under the stock option program
must be at least equal to the fair market value of such shares of common shares
for the 10 trading days on the CDNX as is applicable at the time, immediately
preceding the day on which the Directors granted and publicly announced the
stock options.


The names and titles of the Directors and Executive Officers of the Registrant
to whom outstanding stock options have been granted and the number of common
shares subject to such options are set forth in Table No. 7 as of March 30,
2000, as well as the number of options granted to Directors and all employees as
a group. The exercise price of the options is stated in Canadian Dollars.














                                       78
<PAGE>
<TABLE>
<CAPTION>

                                   Table No. 7
                            Stock Options Outstanding

Name                     Title                  No. Shares of      Exercise     Expiry Date
                                                Common Stock         Price

<S>                                                  <C>              <C>        <C>   <C>
Martyn Armstrong         President, Director         200,000          $1.50      04/15/2004
Wayne Zielke             Director                    200,000          $1.50      04/15/2004
Douglas Sarkissian       Secretary                   200,000          $1.50      04/15/2004
Gregg Sedun              Director                    100,000          $1.50      04/15/2004
David DeWitt             Employee                    100,000          $1.50      04/15/2004
Randall M. Pierson       Director                    100,000          $3.90      02/01/2005
Clive Massey             Consultant                   90,000          $1.50      11/15/2004
                                                      --
                                                   ---------
 Total Officers/Directors/Employees                  990,000
                                                     =======
 Total Officers/Directors (5 persons)                800,000
                                                     =======
 Total Employees (2 persons)                         190,000
                                                     =======


</TABLE>

































                                       79
<PAGE>

ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
-------------------------------------------------------

None of the persons who were directors or officers of the Company at any time
during the Company's last fiscal year, the insiders of the Company or the
associates or affiliates of those persons has had any material interest, direct
or indirect, by way of beneficial ownership of securities or otherwise, except
for the following:

Pursuant to the Share Purchase Agreement, the Company entered into the Armstrong
Employment Agreement dated April 15, 1999 between the Company and Martyn
Armstrong. Pursuant to the Armstrong Employment Agreement the Company employs
Mr. Armstrong to act as President of the Company in consideration of which Mr.
Armstrong receives a gross annual salary of CDN$220,000 per annum payable in
equal monthly installments. The Armstrong Employment Agreement has a three year
term and is automatically renewed thereafter from year to year, subject to the
ability of either the Company or Mr. Armstrong to decline to renew by giving
written notice thirty days prior to the renewal date. The Armstrong Employment
Agreement includes confidential information, trade secrets and non-competition
clauses. The Armstrong Employment Agreement can be terminated by the Company
upon 18 months written notice by the Company to Mr. Armstrong, or upon payment
of salary in lieu of such notice.

In addition to the Armstrong Employment Agreement, the following agreements have
been entered into by the Company:

1.       An employment agreement (the "Sedun Employment Agreement") dated April
         12, 1999 with Gregg Sedun. Under the terms of the Sedun Employment
         Agreement Mr. Sedun agreed to provide advice to SoftCare regarding
         general corporate development, equity and debt financing and other
         matters relating to the financial affairs of the Company. As
         remuneration for those services Mr. Sedun received, in lieu of a salary
         for the first five months of the term of the Sedun Employment
         Agreement, options (the "SoftCare Options") to acquire 123,473 shares
         in the capital of SoftCare at a nominal price per share. Any shares in
         SoftCare acquired by Mr. Sedun upon the exercise of the SoftCare
         Options were exchanged for common shares of the Company on the date the
         Acquisition was completed;

2.       An employment agreement dated April 12, 1999 with David De Witt;




                                       80
<PAGE>

3.       An employment agreement dated April 12, 1999 with Wayne Zielke; and

4.       An employment agreement dated April 12, 1999 with Doug Sarkissian.

Other than as disclosed above, there have been no transactions which have
materially affected or will materially affect the Company in which any director,
executive officer, or beneficial holder of more than 10% of the outstanding
common shares, or any of their respective relatives, spouses, associates or
affiliates has had or will have any direct or material indirect interest.
Management believes the transactions referenced above were on terms at least as
favorable to the Company as the Company could have obtained from unaffiliated
parties.
























                                       81
<PAGE>

                                     PART II

ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED
---------------------------------------------------

The authorized capital of the Company consists of 100,000,000 shares of common
shares without par value. The Company has only one kind and class of shares and
there are no unusual rights or restrictions attached to that class. As of the
nine months ended September 30, 1999, the Company had a total of 1,414,762
common shares issued and outstanding. All of the issued common shares of the
Company are fully paid and are not subject to any future call or assessment.

The Company obtained a receipt from the British Columbia Securities Commission
for filing of its Annual Information Form effective October 21, 1999. As a
result of the delivery of this receipt, the Company has completed it prospectus
level disclosure requirements, subject to ongoing filing requirements with the
Vancouver Stock Exchange, arising out of the Acquisition that took place June
18, 1999. The hold period for common shares issued upon the exercise of the
Special Warrants, the 2,000,000 Private Placement Special Warrants, the Golden
Special Warrants and the Townshend Special Warrants issued on the private
placement and the share exchange was four months from the closing date of June
18, 1999. Therefore 2,000,000 common shares have been issued as free trading to
investors in exchange for the 2,000,000 Special Warrants issued on the Private
Placement. In addition, 10,000,000 common shares have been issued to former
shareholders subject to the agreed pooling arrangements in exchange for the
10,000,000 Special Warrants issued pursuant to the Acquisition agreement. The
35,000 Townsend Special Warrants and the 16,666 Golden Special Warrants issued
for services rendered, were exercised for an equivalent number of common shares
of the Company.

All of the authorized shares of common shares of the Company are of the same
class and, once issued, rank equally as to dividends, voting powers, and
participation in a distribution of assets. The holders of the common shares are
entitled to receive notice of all meetings of shareholders and to attend and
vote the shares at the meetings. Each common share carries with it the right to
one vote on all matters to be acted upon by the shareholders. Holders of common
shares are entitled to receive such dividends as may be declared from time to
time by the Board of Directors, in its discretion, out of funds legally
available thereof.



                                       82
<PAGE>

Upon liquidation, dissolution or winding up of the Company, holders of common
shares are entitled to receive pro rata the assets of the Company, if any,
remaining after payments of all debts and liabilities. No shares have been
issued subject to call or assessment. There are no preemptive or conversion
rights and no provisions for redemption or purchase for cancellation, surrender,
or sinking or purchase funds.

Provisions as to the modification, amendment or variation of such shareholder
rights or provisions are contained in the Company Act of British Columbia ("the
Company Act"). Unless the Company Act or the Company's Articles or Memorandum
otherwise provide, any action to be taken by a resolution or the members may be
taken by an ordinary resolution by a vote of a majority or more of the shares
represented at the shareholders' meeting.

The Company's Articles and the Company Act contain provisions that require a
"special resolution" for effecting certain corporate actions. Such a "special
resolution" requires a three-quarters vote of shareholders rather than a simple
majority for passage. The principal corporate actions that require a "special
resolution" include:

a.       Transferring the Company's jurisdiction from British Columbia to
         another jurisdiction;
b.       Giving financial assistance under certain circumstances:
c.       Certain conflicts of interest by Directors;
d.       Disposing of all or substantially all of the Company's undertakings;
e.       Removing a Director before the expiration of his term of office;
f.       Certain alterations of share capital;
g.       Changing the Company name;
h.       Altering any restrictions of the Company's business; and,
i.       Certain reorganizations of the Company.

There are no restrictions on the repurchase or redemption of common shares of
the Company while there is any arrearage in the payment of dividends or sinking
fund installments.

The Company is not aware of any restrictions or limitations on the rights of
non-resident or foreign owners to hold, vote, or receive remittance on the
Company's securities, other than those discussed in ITEM 6., "EXCHANGE CONTROLS
AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS".



                                       83
<PAGE>

Refer to ITEM 12. "OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT" for a
description of stock options and share purchase warrants.

The Company has not declared any dividends since incorporation and does not
anticipate that it will do so in the foreseeable future. The Company expects to
retain its earnings to finance further growth and, when appropriate, retire
existing debt. The directors of the Company will determine if and when dividends
should be declared and paid in the future based on the Company's financial
position at the relevant time. All of the common shares of the Company are
entitled to an equal share in any dividends declared and paid.

Escrowed Shares
---------------

Prior to the Acquisition the Company had issued a total of 124,998 "Performance
Shares" (as defined by the Canadian Venture Exchange, formerly the Vancouver
Stock Exchange) at a price of $0.01 per share, to the following three principals
of the Company: David DeWitt (41,666), Gregg Sedun (41,666) and Robert Thast
(41,666). A Director or prior Director of the Company is defined as a
"principal" of the Company, under the policies of the British Columbia
Securities Commission and the Canadian Venture Exchange (formerly the Vancouver
Stock Exchange).

The Performance Shares were issued under the terms of an escrow agreement which
provided that a holder of performance shares who ceases to be a principal, as
that term is defined in the Policies, is entitled to retain any performance
shares then held by him and is not obligated to transfer or surrender the shares
to the Company or to any other person. Upon death or bankruptcy, the shares are
to be held by the escrow agent for the person legally entitled to become the
registered owner of the shares.

On June 18, 1999, all 124,998 shares held in escrow were released to the
individuals noted above.

Pursuant to a trust agreement, the Company issued 1,000,000 Special Warrants in
trust to Martyn Armstrong, President and Director of the Company, and Wayne
Zielke, Chief Financial Officer and Director of the Company, as trustees for
certain SoftCare employees. The 1,000,000 Special Warrants were exercised into
1,000,000 common shares in November 1999. These shares will only be released to
certain employees upon the achievement of certain performance criteria
consistent with SoftCare's previous share incentive program. They are also



                                       84
<PAGE>

subject to additional pooling and transfer restrictions as are agreed to by
SoftCare and SDW.

Debt Securities to be Registered
--------------------------------
Not applicable.

American Depository Receipts
----------------------------
Not applicable.

Other Securities to be Registered
---------------------------------
Not applicable.

























                                       85
<PAGE>

                                    PART III

ITEM 15. DEFAULTS UPON SENIOR SECURITIES
----------------------------------------

Not Applicable.

ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY FOR REGISTERED SECURITIES
--------------------------------------------------------------------------------

Not Applicable.



                                     PART IV

ITEM 17. FINANCIAL STATEMENTS
-----------------------------

The Company's financial statements are stated in Canadian Dollars (CDN$) and are
prepared in accordance with Canadian Generally Accepted Accounting Principles
(GAAP), the application of which, in the case of the Company, conforms in all
material respects for the periods presented with United States GAAP except as
noted in the notes to the financial statements. The value of the U.S. Dollar in
relationship to the Canadian Dollar is shown under ITEM 1 DESCRIPTION OF
BUSINESS, Table No. 1.

The financial statements as required under ITEM 17 are attached hereto and found
immediately following the text of this Registration Statement. The Company's
financial statements for the nine months ended September 30, 1999, and the
fiscal years ended December 31, 1998 and 1997 were audited by KPMG LLP,
independent Chartered Accountants. The report of KPMG LLP, is included herein
immediately preceding the financial statements.

The Company's unaudited financial statements for the six months ended November
30, 1999 are also included herein.


The Company's unaudited financial statements for the nine months ended February
29, 2000 are also included herein.


ITEM 18. FINANCIAL STATEMENTS
-----------------------------

The Registrant has elected to provide financial statements pursuant to ITEM 17.





                                       86
<PAGE>

ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS

(A) The financial statements as required under ITEM 17 are attached hereto and
found immediately following the text of this Registration Statement. The
Auditors' Report of KPMG LLP, independent Chartered Accountants, for the audited
financial statements is included herein immediately preceding the audited
financial statements.

A-1.

     Auditors' Report, dated December 2, 1999, on the consolidated balance
     sheets as at September 30, 1999 and December 31, 1998 and the consolidated
     statements of operations, shareholders' equity (deficit) and cash flows for
     the nine months ended September 30, 1999, and for the years ended December
     31, 1998 and 1997;


A-2.

     Unaudited interim consolidated balance sheets as at November 30, 1999 and
     May 31, 1999 and the interim consolidated statements of operations and
     deficit and cash flows for the six months ended November 30, 1999 and 1998.

A-3

     Unaudited interim consolidated balance sheets as at February 29, 2000 and
     May 31, 1999 and the interim consolidated statements of operations and
     deficit and cash flows for the nine months ended February 29, 2000 and
     February 28, 2000.

(B) Exhibits:     THE FOLLOWING EXHIBITS ARE INCLUDED BY REFERENCE TO
                  ---------------------------------------------------
                  THE REGISTRATION STATEMENT ON FORM 20-F FILED
                  ---------------------------------------------
                  MARCH 9, 2000
                  -------------

1.   Certificate of Incorporation dated March 30, 1981/ Company Articles
     Certificate of Amalgamation Dated February 1, 1997/ Company Articles
     a. Certificate of Name Change Dated February 7, 1991
     b. Certificate of Name Change Dated November 17, 1997
     c. Certificate of Name Change Dated December 1, 1998
     d. Certificate of Name Change Dated June 10, 1999
     e. Certificate of Good Standing Dated June 18, 1999

2.   Instruments defining the rights of holders of equity or debt securities
     being registered.
                         --- Refer to Exhibit No. 1 ---

3.       Material Contracts:

     a. Corporate Advisory Fee Agreement between International Savannah Ventures
        Ltd. and Golden Capital Securities Ltd., dated May 19, 1999
     b. Finder's Fee Agreement between Michael Townsend and International
        Savannah Ventures Ltd. dated 5/19/99
     c. Sponsorship Agreement between Canaccord Capital Corporation,
        International Savannah Ventures Ltd. and SoftCare Electronic Commerce
        Inc., dated 6/1/99
     d. Corporate Advisory Agreement between Sedun De Witt Capital Corp. and
        SoftCare EC.com Inc., 6/18/99
     e. Agency Agreement between International Savannah Ventures Ltd. and
        Canaccord Capital Corporation, dated 4/23/99
     f. Offering Memorandum dated 5/20/99
     g. Letter Agreement dated 3/5/99
     h. Share Purchase Agreement dated 4/15/99
     i. Voluntary Pooling Agreement dated 6/28/99

4.       Foreign Patents:  Not Applicable

5.       Diagram of Parent and Subsidiaries (incorporated in Item 1)

6.       Other Documents

     a. Minutes of a Meeting of the Directors, held 6/14/99
     b. Form 27, Material Change Report, dated 6/2/99

         THE FOLLOWING EXHIBITS ARE INCLUDED HEREIN:

6.       Other Documents - continued

     c. Consent of Auditors
     d. Agency Agreement-Special Warrant Private Placement 500
     e. Share Purchase Agreement, dated April 14, 2000 539
     f. Form 27, Material Change Report dated, 2/24/00 622
     g. Form 27, Material Change Report, dated 3/3/00 627



                                       88
<PAGE>

                                 SIGNATURE PAGE



Pursuant to the requirements of Section 12g of the Securities Exchange Act of
1934, the Registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this amended Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized.



                              SoftCare EC.com Inc.
                                   Registrant



Dated: April 28, 2000               By: /s/ Martyn Armstrong
       --------------                   --------------------
                                        Martyn Armstrong
                                        President/Director



<PAGE>

A-1

                   Consolidated Financial Statements of

                   Softcare EC.com inc.
                   (formerly International Savannah Ventures Ltd.)

                   September 30, 1999



<PAGE>

Auditors' ReporT


To the Directors of Softcare EC.com Inc.

We have  audited  the  consolidated  balance  sheets  of  Softcare  EC.com  Inc.
(formerly  International  Savannah  Ventures  Ltd.) as at September 30, 1999 and
December 31, 1998 and the consolidated  statements of operations,  shareholders'
equity (deficit) and cash flows for the nine months ended September 30, 1999 and
the years ended December 31, 1998 and 1997.  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 Canadian  generally accepted auditing
standards.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance  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.

In our opinion,  these consolidated  financial statements present fairly, in all
material  respects,  the  financial  position of the Company as at September 30,
1999 and December 31, 1998 and the results of its  operations and its cash flows
for the nine months ended  September  30, 1999 and the years ended  December 31,
1998 and  1997,  in  accordance  with  Canadian  generally  accepted  accounting
principles.

Significant differences between Canadian and United States accounting principles
are  explained  and  quantified  in  note  20  to  the  consolidated   financial
statements.







KPMG LLP

Chartered Accountants


Vancouver, Canada
December 2, 1999, except as to Note 22(b) which is as of February 24, 2000



<PAGE>
<TABLE>
<CAPTION>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Consolidated Balance Sheets

September 30, 1999 and December 31, 1998


                                                                                     1999                 1998
                                                                          ----------------      ---------------
<S>                                                                       <C>                   <C>
Assets

Current assets:
     Cash and cash equivalents                                            $       105,272       $      487,198
     Accounts receivable, net of allowance for
       doubtful accounts of $40,000 (1998 - $22,902)                              280,977              166,210
     Short term investments                                                     2,501,281               -
     Inventory                                                                      5,000               19,670
     Prepaid expenses                                                               6,362               27,087
     Investment tax credits receivable (note 7)                                    50,231              174,607
                                                                          ----------------      ---------------

                                                                                2,949,123              874,772

Capital assets (note 8)                                                           160,214              160,175
                                                                          ----------------      ---------------

                                                                           $    3,109,337       $    1,034,947
                                                                          ================      ===============

Liabilities and Shareholders' Equity

Current liabilities:
     Bank indebtedness (note 9)                                            $       80,000       $       25,000
     Accounts payable and accrued liabilities                                     173,636              118,785
     Current portion of long-term debt (note 10)                                   40,200               40,200
     Current portion of capital lease obligation (note 11)                         35,481               41,977
     Current portion of redeemable Class A preference shares (note 12)             30,000               30,000
     Deferred revenue                                                              98,288              100,305
                                                                          ----------------      ---------------

                                                                                  457,605              356,267

Long-term debt (note 10)                                                           23,450               53,600
Obligations under capital leases (note 11)                                         45,225               35,102
Redeemable Class A preference shares (note 12)                                     92,500              115,000

Shareholders' equity:
     Warrants (note 13)                                                         3,680,316               -
     Share capital (note 14)                                                    4,640,804            2,012,059
     Unearned Employee Stock Bonus Plan (note 14(d))                           (1,279,975)              -
     Deficit                                                                   (4,550,588)          (1,537,081)
                                                                          ----------------      ---------------

                                                                                2,490,557              474,978

Commitments (notes 10, 11, 12 and 15)
Uncertainty due to the Year 2000 Issue (note 21)
Subsequent events (note 22)
                                                                          ----------------      ---------------

                                                                           $    3,109,337       $    1,034,947
                                                                          ================      ===============
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Consolidated Statements of Operations

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997


                                                             1999                1998                 1997
                                                        --------------      --------------       --------------
<S>                                                     <C>                 <C>                  <C>
Revenue:
     Software sales                                     $     447,625       $     584,154        $   1,777,791
     Consulting services                                       81,185             117,658              146,222
     Training services                                         19,019               9,708                6,862
     Maintenance fees                                         134,597             137,913               66,690
                                                        --------------      --------------       --------------

                                                              682,426             849,433            1,997,565

Expenses:
     Salaries and wages                                     1,430,767           1,209,298              756,585
     Other compensation (note 14(b))                        1,279,753              -                    -
     Selling                                                  115,200             160,476              127,472
     General and administrative                               804,697             537,211              627,100
     Depreciation                                              56,211              76,887               52,603
                                                        --------------      --------------       --------------

                                                            3,686,628           1,983,872            1,563,760
                                                        --------------      --------------       --------------

Earnings (loss) from operations                            (3,004,202)         (1,134,439)             433,805

Other income (expense)
     Interest income                                           13,162              42,246               26,912
     Interest expense                                         (22,467)            (38,821)             (43,715)
                                                        --------------      --------------       --------------

                                                               (9,305)              3,425              (16,803)
                                                        --------------      --------------       --------------

Earnings (loss) before income tax recovery                 (3,013,507)         (1,131,014)             417,002

Income tax recovery                                            -                   -                     5,749
                                                        --------------      --------------       --------------

Net earnings (loss)                                     $  (3,013,507)      $  (1,131,014)       $     422,751
                                                        ==============      ==============       ==============


Earnings (loss) per share (note 5)                      $       (0.29)      $       (0.13)       $        0.05
                                                        ==============      ==============       ==============
</TABLE>


See accompanying notes to consolidated financial statements.



<PAGE>
<TABLE>
<CAPTION>
Softcare Ec.com inc.
(formerly International Savannah Ventures Ltd.)
Consolidated Statements of Shareholders' Equity (Deficit)

Nine months ended September 30, 1999 Years ended December 31, 1998 and 1997


                                                      Share Capital            Warrants       Unearned
                                              ------------------------ ---------------------  Employee                 Total
                                                   Common                                      Stock                Shareholders'
                                                   Shares     Amount     Shares      Amount  Bonus Plan   Deficit  Equity (Deficit)
                                              ----------- ----------- ---------- ---------- ----------  -----------   -----------
<S>                                           <C>         <C>         <C>        <C>        <C>         <C>           <C>
Balance, December 31, 1996                            405 $       134        -   $      -          -    $  (828,818)  $  (828,684)
Issuance of shares on amalgamation              8,098,579         -          -          -          -          -             -
Issuance of shares for cash on private
  placement, net of costs of $68,125              842,294   2,011,875        -          -          -          -         2,011,875
Share purchase options exercised for cash          20,248          50        -          -          -          -                50
Net earnings                                          -           -          -          -          -        422,751       422,751
                                              ----------- ----------- ---------- ---------- ----------  -----------   -----------

Balance, December 31, 1997                      8,961,526   2,012,059        -          -          -       (406,067)    1,605,992

Net loss                                              -           -          -          -          -     (1,131,014)   (1,131,014)

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

Balance, December 31, 1998                      8,961,526   2,012,059        -          -          -     (1,537,081)      474,978

Issuance of shares to employee in lieu of
  cash compensation for services rendered          38,470      29,545        -          -          -            -          29,545
Issuance of shares for services (note 14(b))    1,000,006   1,280,000        -          -          -            -       1,280,000
Issuance of shares to Employee Stock
  Bonus Plan (note 14(b))                         999,998   1,280,000        -          -   (1,279,975)         -              25
Adjustments to effect June 18, 1999 reverse
  take-over accounting:
   Elimination of common share capital of
     Softcare                                 (11,000,000)        -          -          -          -            -             -
   Issued common share capital of EC.com        1,391,428         -          -          -          -            -             -
Issuance of Special Warrants on acquisition
   to shareholders of Softcare  (note 13)             -           -   11,000,000  1,159,916        -            -       1,159,916
Issuance of Special Warrants for services
   rendered (note 13)                                 -           -       51,666     66,132        -            -          66,132
Warrants issued in private placement, net of
   costs of $321,223 (note 13)                        -           -    2,000,000  2,678,777        -            -       2,678,777
Issuance of agents Special Warrants (note 13)         -           -      196,300     41,223        -            -          41,223
Issuance costs on reverse take-over                   -           -         -      (265,732)       -            -        (265,732)
Share purchase options exercised for cash
   (note 14(b))                                    23,334      39,200       -          -           -            -          39,200
Net loss                                              -           -         -          -           -     (3,013,507)   (3,013,507)

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

Balance, September 30, 1999                     1,414,762 $ 4,640,804 13,247,966 $3,680,316 (1,279,975) $(4,550,588)  $ 2,490,557
                                              =========== =========== ========== ========== ==========  ===========   ===========
</TABLE>



See accompanying notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Consolidated Statements of Cash Flows

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997


                                                                 1999                1998                 1997
                                                     -----------------     ---------------      ---------------
<S>                                                  <C>                   <C>                  <C>
Cash provided by (used in):
Operations:
     Net earnings (loss)                             $     (3,013,507)     $   (1,131,014)      $      422,751
     Items not affecting cash:
         Depreciation                                          56,211              76,887               52,603
         Common stock issued for services                   1,309,298              -                    -
         Changes in non-cash working capital:
              Accounts receivable                             333,750             802,498             (812,181)
              Inventory                                        14,670               1,189                  643
              Prepaid expenses                                263,501               1,569               18,238
              Investment tax credit receivable                124,376             (85,908)             (88,699)
              Accounts payable and accrued liabilities        (49,628)             39,809             (220,181)
              Deferred revenue                                 (2,017)                779               (4,020)
                                                     -----------------     ---------------      ---------------

     Net cash used in operating activities                   (963,346)           (294,191)            (630,846)

Investing:
     Purchase of capital assets                               (56,250)           (104,500)             (65,759)
     Purchase of short term investments                    (2,501,281)             -                    -
                                                     -----------------     ---------------      ---------------

     Net cash used in investing activities                 (2,557,531)           (104,500)             (65,759)

Financing:
     Redemption of Class A preference shares                  (22,500)            (30,000)             (30,000)
     Repayment of long-term debt                              (30,150)            (40,200)             (40,200)
     Increase in capital lease obligations                      3,627               6,019               15,369
     Share purchase options exercised for cash                 39,200              -                        50
     Acquisition of shares                                     -                   -                      (871)
     Common stock issued for cash                                 272              -                 2,011,875
     Warrants issued for cash on private placement,
       net of costs of $280,000 (note 13(c))                2,720,000              -                    -
     Warrant on reverse take-over, net of costs of
       $199,600 (note 2)                                      373,502              -                    -
     Increase (decrease) in bank indebtedness                  55,000             (27,602)            (354,346)
                                                     -----------------     ---------------      ---------------

     Net cash provided by (used in) financing activities    3,138,951             (91,783)           1,601,877
                                                     -----------------     ---------------      ---------------

Increase (decrease) in cash and cash equivalents             (381,926)           (490,474)             905,272

Cash and cash equivalents, beginning of period                487,198             977,672               72,400
                                                     -----------------     ---------------      ---------------

Cash and cash equivalents, end of period             $        105,272      $      487,198       $      977,672
                                                     =================     ===============      ===============


Supplemental disclosure of non-cash financing and investing activities:
     Issuance of warrants on reverse take-over for
       non-cash working capital (note 2)             $        586,814      $       -            $       -
     Issuance of warrants on private placement for
       financing services rendered                   $         41,223      $       -            $       -
     Issuance of warrants on reverse take-over for
       services rendered                             $         66,132      $       -            $       -
       Interest paid                                 $         22,467      $       38,821       $       43,715

</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 1

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

1.   Operations:

     The Company was incorporated pursuant to the Company Act of the Province of
     British  Columbia  on March 30,  1981.  The  Company  changed its name from
     International  Savannah Ventures Ltd. to Softcare EC.com Inc. ("EC.com") on
     June 10, 1999 prior to the reverse  take-over  as  described  in note 2. In
     conjunction with this transaction,  the Company changed its fiscal year end
     from March 31 to May 31.  Prior to the reverse  take-over,  the Company had
     been involved in mining exploration.

     EC.com and its subsidiaries  develop and market Electronic Data Interchange
     (EDI) software primarily to retailers,  financial and public  institutions,
     utilities, pharmaceuticals and wholesalers across Canada, the United States
     and Asia.  The  Company  also  develops  and markets  e-commerce  software,
     providing  licences and support services to both domestic and international
     markets.

     The Company has experienced  operating  losses and negative cash flows from
     operations  and  has had to rely on debt  and  equity  financing  for  cash
     requirements for operations. The Company's ability to achieve profitability
     and  positive  cash flows from  operations  will depend upon its ability to
     attract   strategic   corporate   partners  for   development,   marketing,
     distribution,  and sale of its  products and on the results of its research
     and development activities.

     As at September  30,  1999,  the Company had cash and cash  equivalents  of
     $105,272 and short-term investments of $2,501,281. Management believes that
     the Company has sufficient  cash and other working capital to carry out its
     operations during the next twelve months.


2.   Reverse take-over:

     On June 18, 1999,  EC.com  completed an agreement with the  shareholders of
     SoftCare  Electronic  Commerce Inc.  ("Softcare")  pursuant to which EC.com
     issued   11,000,000   Special  Warrants  to  acquire  all  the  issued  and
     outstanding   common  shares  of  Softcare   (note  13).  At  the  date  of
     acquisition,  EC.com  had no  substantive  operations.  As a result of this
     transaction,  the former  shareholders of Softcare acquired 88.8 percent of
     the Company as a group.  Softcare is considered the accounting acquirer for
     financial  statement  purposes.   In  conjunction  with  this  transaction,
     Softcare changed its fiscal year-end from December 31 to May 31.

     The  acquisition  has been accounted for as a reverse  take-over  using the
     purchase  method,  and  accordingly,   for  financial  statement  reporting
     purposes,  the net assets of  Softcare  have been  included  in the balance
     sheet at book  values,  and the net assets of EC.com have been  recorded at
     fair market value at the date of acquisition.  The historical shareholders'
     equity gives effect to the shares issuable to the  shareholders of Softcare
     upon  exercise  of  the  11,000,000  Special  Warrants.   The  consolidated
     operations  of the Company for the years ended  December  31, 1998 and 1997
     are those of Softcare  and its  subsidiaries  and  exclude the  accounts of
     EC.com.  The results of EC.com were included from the date of  acquisition,
     June 18, 1999.


<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 2

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

2.   Reverse take-over (continued):

     The cost of the  acquisition  is  estimated  at the  fair  value of the net
     assets of EC.com acquired on June 18, 1999 and consists of:

     Cash                                                        $      73,102
     Accounts receivable                                               448,517
     Prepaid expenses                                                  242,776
     Cash advances to Softcare                                         500,000
     Accounts payable                                                 (104,479)
                                                                 --------------

                                                                 $   1,159,916
                                                                 =============


3.   Significant accounting policies:

     (a) Basis of presentation:

         These consolidated  financial statements include the accounts of EC.com
         and its wholly-owned  subsidiary Softcare,  and Softcare's wholly owned
         subsidiaries,  SCC  Holdings  Ltd.,  SCEC  Holdings  Ltd.  and SoftCare
         Electronic  Commerce  (U.S.A.) Inc.,  collectively  referred to as "the
         Company".

         EC.com also owns 100 percent of Bus Holdings  Corporation,  an Anguilla
         company.  This  company is not  commercially  active,  has no assets or
         liabilities and has been effectively abandoned by the Company.

         All  intercompany  balances and  transactions  have been  eliminated on
         consolidation.

         The audited financial statements have been prepared in Canadian dollars
         in accordance with generally accepted  accounting  principles in Canada
         and  generally  conform with those  established  in the United  States,
         except as explained in note 20.

     (b) Use of estimates:

         The  preparation  of  the  financial   statements  in  conformity  with
         generally accepted  accounting  principles  requires management to make
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities and disclosure of contingent assets and liabilities and
         reported amounts of revenues and expenses during the reporting  period.
         Significant areas requiring the use of estimates include estimating the
         recoverability  of  accounts  receivable  and  investment  tax  credits
         receivable and valuing equity instruments.  Actual results could differ
         from these estimates.

     (c) Cash and cash equivalents:

         Cash and  cash  equivalents  includes  short-term  investments  with an
         initial term of 90 days or less.


<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 3

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

3.   Significant accounting policies (continued):

     (d) Short term investments:

         Short term  investments  are carried at the lower of cost or market and
         consist of investments in term deposits.

     (e) Revenue recognition:

         The Company's revenue  recognition  policy conforms to the Statement of
         Position 97-2,  Software  Revenue  Recognition,  issued by the American
         Institute  of  Certified  Public  Accountants.  A software  arrangement
         entered into by the Company may encompass multiple elements,  including
         the software license, consulting, training and annual maintenance fees.
         The total fee for a multiple  element  arrangement is allocated to each
         element based upon its fair value.  Fair value is  established  through
         the Company's  policy to charge to customers the same price as when the
         element is sold separately. Unspecified upgrades or enhancements of the
         Company's  products are considered  maintenance and are recognized over
         the  contract  period.   Revenue  from  sales  made  to  re-sellers  is
         recognized  after  the  third-party  sale  occurs  and the  revenue  is
         determinable.  Consulting  services  offered  by the  Company  are  not
         considered essential to the functionality of the software  arrangement.
         As a result,  consulting  and training  revenues are  recognized as the
         work  is  performed.  Maintenance  contract  revenue  is  deferred  and
         recognized over the respective contract periods.

         Revenue from direct  product sales is  recognized  when the product has
         been delivered,  as no significant  obligations  remain, fees are fixed
         and determinable,  collectibility is probable,  and persuasive evidence
         of an arrangement exists.

         If sales of products are contingent  upon successful  installation  and
         subsequent  customer  acceptance,  revenue is recognized  upon customer
         acceptance.

     (f) Inventory:

         Inventory is valued at the lower of cost or net realizable value.

     (g) Capital assets:

         Capital assets are recorded at cost and depreciated using the declining
         balance method at the following annual rates:

                  Computer and testing equipment                          30%
                  Computer software                                      100%
                  Office equipment                                        20%
                  Office furniture                                        20%
                  Display booths                                          30%
                  Leasehold improvements                        Term of lease

         Computer  equipment  acquired  under capital leases is depreciated on a
         straight-line  basis over its estimated  economic life of approximately
         three years.


<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 4

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

3.   Significant accounting policies (continued):
     (h) Translation of foreign currencies:

         Monetary assets and liabilities  denominated in foreign currencies have
         been  translated  into  Canadian   dollars  at  the  rate  of  exchange
         prevailing  at the  balance  sheet  date  and  non-monetary  items  are
         translated  at rates of exchange in effect when the assets are acquired
         or  obligations  incurred.  Revenue and expense items are translated at
         the average rate of exchange for the period. Foreign exchange gains and
         losses are included in income.

         The  temporal  method  has been used to  translate  integrated  foreign
         subsidiary operations.

     (i) Refundable investment tax credits:

         Refundable  investment tax credits  resulting from eligible  Scientific
         Research and  Experimental  Development  expenditures are recorded as a
         reduction of related costs in the period in which they are incurred.
     (j) Research and development costs:

         Research costs are expensed as incurred.  Development costs are charged
         to  expense  as  incurred  unless  the  development  project  meets the
         criteria under generally  accepted  accounting  principles for deferral
         and amortization. The Company has not deferred any development costs to
         date.

     (k) Impairment of long-lived assets:

         The Company monitors the recoverability of long-lived assets, including
         capital and intangible  assets based upon estimates  using factors such
         as future asset utilization, business climate and future non-discounted
         cash flows  expected to result from the use of the related assets or to
         be realized on sale.  The  Company's  policy is to write down assets to
         their net  recoverable  amount in the period when it is likely that the
         carrying amount of asset will not be recovered.
     (l) Employee Stock Bonus Plan

         Equity instruments  contributed to the Plan by the Company are recorded
         at their estimated  market value at the date of their  contribution and
         are  recorded  as a credit in  shareholders'  equity.  A contra  equity
         account is recognized until  allocations to participants are considered
         compensation expense.

         Compensation expense is recognized in the period when it is likely that
         performance  criteria will be met and the equity instruments  allocated
         to  participants  will be released.  Common shares held by the employee
         stock bonus plan trust are considered to be issued and  outstanding for
         the purpose of calculating basic and fully diluted earnings per share.

4.   Adoption of new accounting standard:

     The Company  adopted CICA Handbook  Section 1540,  Cash Flow Statements for
     the  period  ended   September  30,  1999.  The  provisions   were  applied
     retroactively  with  reclassification  of prior period financial  statement
     items. Under Section 1540, non-cash investing and financing  activities are
     excluded   from  the   statement  of  cash  flows  and  are   disclosed  as
     supplementary information to the Consolidated Statements of Cash Flows.


<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 5

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

5.   Earnings (loss) per share:

     Basic  earnings  (loss) per share  computations  are based on the  weighted
     average number of shares outstanding during the period.

     In accordance with the reverse take-over  agreement (note 2), EC.com issued
     11,000,000  Special  Warrants,  each of which is exercisable for one Common
     share. No Common shares were issued to effect the transaction.  The Special
     Warrants were exercised for Common shares  subsequent to September 30, 1999
     (note 22). Generally accepted  accounting  principles require that earnings
     (loss) per share, for periods prior to a reverse take-over transaction,  be
     calculated  using the number of common  shares  issued by the legal  parent
     (EC.com) to effect the transaction.

     Proforma  earnings per share  calculations  below, for the years presented,
     give retroactive  effect to the exercise of the 11,000,000 Special Warrants
     and the issuance of the Common shares at the reverse take-over  transaction
     date:
<TABLE>
<CAPTION>

                                                                                  Years ended
                                                   Nine months ended      -------------------------------
                                                      September 30,         December 31,     December 31,
                                                     --------------       --------------    -------------
                                                         1999                1998                 1997
                                                     --------------       --------------    -------------

<S>                                                  <C>                  <C>               <C>
     Proforma basic earnings (loss) per Common
         share (note 3(l))                           $       (0.29)       $       (0.13)    $        0.05

     Weighted average number of Common
       shares used in proforma basic earnings
       (loss) per share calculation                      10,555,717            8,961,526        8,885,940
                                                     ==============       ==============    =============
</TABLE>


     900,000 (1998 - 90,000) stock options and 2,247,966  (1998 - Nil) warrants,
     in  addition  to  11,000,000  warrants  issued as a result  of the  reverse
     take-over,  (notes  13 and  14) are  anti-dilutive  for  the  period  ended
     September  30,  1999 and the year ended  December  31,  1998,  accordingly,
     proforma  fully  diluted  earnings  (loss) per share  does not differ  from
     proforma basic earnings (loss) per share for the periods  presented.  There
     were no options or warrants  outstanding  for the period ended December 31,
     1997.



<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 6

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

6.   Financial instruments:

     (a) Fair value disclosures:

         The carrying value of cash and cash equivalents,  accounts  receivable,
         short-term  investments,   investment  tax  credits  receivable,   bank
         indebtedness and accounts payable and accrued  liabilities  approximate
         their fair values due to the  relatively  short  periods to maturity of
         the instruments. The carrying value of long-term debt approximates fair
         value  due  to  variable   market   interest  rates  being  charged  on
         outstanding  balances.  The carrying value of capital lease obligations
         approximates  fair  value  as  the  effective  interest  rate  on  this
         instrument approximates current market rates.

         Due to the related  party  nature of the  redeemable  Class A preferred
         share obligation and absence of a secondary market, it is not practical
         to estimate its fair value.
     (b) Foreign currency risk:
         The Company operates internationally, which gives rise to the risk that
         cash flows may be adversely impacted by exchange rate fluctuations.

         The  Company's  operations  are in the  field of  supplying  electronic
         commerce  computer  software  licenses and support services to domestic
         and international  markets. Many of its customers are outside of Canada
         and  therefore a  significant  percentage  of its  revenues are derived
         from,  and are paid in,  U.S.  dollars.  As at  September  30, 1999 and
         December  31,  1998,  the Company held cash of $94,222 (US $61,263) and
         $483,610  (US  $314,892),   respectively  and  accounts  receivable  of
         $141,631 (US $102,313) and $83,627 (US $51,189), respectively.

         The Company has not entered into contracts for foreign exchange hedges.
     (c) Credit risk:
         To reduce credit risk,  management  performs ongoing credit evaluations
         of its customers' financial  condition.  The company maintains reserves
         for potential credit losses.



<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 7

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

7.   Investment tax credits receivable:
     Management has estimated the refundable  investment tax credits relating to
     the Company's  eligible  scientific  research and experimental  development
     pursuant to the  Canadian  Income Tax Act. The  refundable  taxes have been
     recorded as a reduction of the Company's wages expense and are as follows:


                                           September 30,         December 31,
                                                    1999                 1998
                                           -------------        -------------

     1997                                  $      43,610        $      88,699
     1998                                          6,621               85,908
                                           -------------        -------------

                                           $      50,231        $     174,607
                                           =============        =============

     Any  final  adjustments  between  the  amounts  recorded  and  the  amounts
     ultimately  realized  will be recorded  in the year they occur.  During the
     year, the Company provided an allowance of $124,376 against  investment tax
     credits  receivable   previously  recorded  due  to  increased  uncertainty
     regarding the technical eligibility of a particular project.


8.   Capital assets:


                                                                   September 30,
                                                                           1999

                                                     Accumulated       Net book
                                              Cost  amortization          value
                                      ------------   -----------   ------------

     Computer and testing equipment   $    290,530   $   176,133   $    114,397
     Computer software                      54,164        50,807          3,357
     Office equipment                       20,418        10,895          9,523
     Office furniture                       36,560        16,053         20,507
     Display booths                         21,755        15,711          6,044
     Leasehold improvements                  9,122         2,736          6,386
                                      ------------   -----------   ------------

                                      $    432,549   $   272,335   $    160,214
                                      ============   ===========   ============



<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 8

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

8.   Capital assets (continued):


                                                                    December 31,
                                                                           1998

                                                       Accumulated     Net book
                                               Cost   amortization        value
                                      ------------   -----------   ------------

     Computer and testing equipment   $    235,349   $   135,840   $     99,509
     Computer software                      54,164        45,532          8,632
     Office equipment                       21,868         9,233         12,635
     Office furniture                       36,560        12,590         23,970
     Display booth                          21,755        14,080          7,675
     Leasehold improvements                  9,122         1,368          7,754
                                      ------------   -----------   ------------

                                      $    378,818   $   218,643   $    160,175
                                      ============   ===========   ============


     Included in computer testing  equipment are assets acquired under a capital
     lease  having a net book value of $77,298 at September  30, 1999  (December
     31, 1998 - $73,761).


9.   Bank indebtedness:

     The Company has a revolving  line of credit with a Canadian  chartered bank
     for  $150,000  of which  $80,000  was  advanced  as at  September  30, 1999
     (December  31, 1998 - $25,000).  Advances on the credit line are payable on
     demand and carry an interest  rate at the bank's  prime  lending  rate plus
     1.5%.  As at  September  30,  1999,  the Company had not pledged any of its
     assets as security for the line of credit,  however,  the bank reserves the
     right to request security at any time.


10.  Long-term debt:

     The Company has a bank loan agreement with the Business Development Bank of
     Canada.

     The bank  loan  bears  interest  at 4% over the  bank's  prime  rate and is
     secured by substantially all of the Company's assets.  Principal repayments
     on the bank loan of  approximately  $3,350 are due in September 1999 and in
     each of the following 19 months.  The agreement  contains certain covenants
     that impose limitations  restricting the Company's  dividend-paying ability
     and changes in ownership.




<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 9

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

11.  Obligations under capital leases:

     The  following is a schedule of future  minimum  capital  lease  obligation
payments ending September 30:

     2000                                           $      47,304
     2001                                                  31,847
     2002                                                  15,651
     2003                                                   5,128
     2004                                                   3,847
                                                    -------------

                                                          103,777
     Less amount representing interest                    (23,071)
                                                    -------------

     Present value of minimum lease payments               80,706
     Less current portion                                 (35,481)
                                                    -------------

                                                    $      45,225
                                                    =============

12.  Redeemable Class A preference shares:
     Authorized:

     225,000 Class A preference non-voting shares with a par value of $1 each


                                         Number of Class A
                                         preference shares        Amount
                                         -----------------    -------------

     Balance, December 31, 1997                175,000        $     175,000

     Redemption of shares for cash             (30,000)             (30,000
                                               -------        -------------

     Balance, December 31, 1998                145,000              145,000

     Redemption of shares for cash             (22,500)             (22,500
                                               -------        -------------

     Balance, September 30, 1999               122,500              122,500

     Less current portion                      (30,000)             (30,000
                                               -------        -------------

                                                92,500        $      92,500
                                               =======        =============



<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 10

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

12.  Redeemable Class A preference shares (continued):

     Under an  agreement  between the Company and one of its  shareholders,  the
     Class A Preference shares are redeemed each month for cash consideration of
     between $nil and $10,000 based upon the Company's  gross  quarterly  sales.
     The Company has been making the required  redemption payments at par value,
     but may at any time  accelerate  the  redemption  payments.  The shares are
     convertible  into common voting  shares  should the Company  default on the
     required redemption payments.

     Holders of the Class A  Preference  shares  receive a  cumulative  dividend
     calculated at the bank prime  interest rate on the  outstanding  redemption
     value of the  shares.  The  cumulative  dividends  have  been  recorded  in
     interest expense.


13.  Warrants:

     Prior to January 1, 1999, no share  purchase or other  warrants were issued
     or  outstanding.  During the period ended  September 30, 1999,  the Company
     issued the following share purchase and special warrants for cash and other
     consideration:
<TABLE>
<CAPTION>
                                                                                Number of                 1999
                                                                                 Warrants               Amount
                                                                              -----------        -------------
<S>                                                                           <C>                <C>
     Warrants outstanding at December 31, 1997 and 1998                            -             $      -
     Warrants issued:
         Special Warrants issued on acquisition (a)                            11,000,000            1,159,916
         Special Warrants issued for services rendered (b)                         51,666               66,132
         Warrants issued in private placement, net of costs (c)                 2,000,000            2,678,777
         Agent's Special Warrants (d)                                             196,300               41,223
     Issuance costs on reverse take-over                                           -                  (265,732)
                                                                              -----------        -------------

     Warrants outstanding at September 30, 1999                                                  $   3,680,316
                                                                              ===========        =============
</TABLE>

     (a) EC.com issued  11,000,000  Special  Warrants in exchange for all of the
         issued and outstanding  Common shares of Softcare pursuant to a reverse
         take-over agreement effective,  June 18, 1999 (note 2). The gross value
         of $1,159,916  assigned to these  warrants on issuance  represents  the
         estimated  fair market value of net assets  acquired  (note 2). Each of
         the Special Warrants is exercisable for one Common share of the Company
         without any additional consideration.


<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 11

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

13.  Warrants (continued):

         Of the 11,000,000  Special Warrants  issued,  10,000,000 were issued to
         the existing shareholders of Softcare. The Common shares so issued upon
         exercise of these warrants are subject to a voluntary pooling agreement
         which restricts the transfer or sale of the shares.

         The remaining  1,000,000  Special  Warrants were issued to the Softcare
         Employee  Stock  Bonus Plan Trust  ("SESB  Trust") to provide  Employee
         Bonus Shares upon  exercise of such  warrants.  Two of the Directors of
         the  Company are also the  Trustees  of the Trust and may only  release
         such shares from the Trust to employees in accordance  with  regulatory
         approval and certain performance criteria established (note 14(d)).

     (b) The Company also issued 51,666  Special  Warrants as a finder's fee and
         corporate  advisory fee upon completion of the above reverse take-over.
         Each  of  the  warrants  are   exercisable,   without  any   additional
         consideration,  for one Common share of the  Company.  The value of the
         services,  $66,132,  is included in the issuance  costs  related to the
         reverse take-over.

     (c) The Company  issued  2,000,000  Special  Warrants for gross proceeds of
         $3,000,000 cash pursuant to a broker-assisted private placement.  Costs
         incurred to effect the private placement include a commission and other
         costs  totalling  $280,000 and 196,300 agent warrants  issued valued at
         $41,223  (note  13(d))  resulting  in net  proceeds of the  offering of
         $2,678,777. Each Special Warrant is exercisable, at no additional cost,
         into  one  Common  share  and one  Share  Purchase  Warrant,  which  is
         transferable  upon  regulatory  approval.  The equity  component of the
         Special Warrant offering was valued,  net of costs, at $2,518,050.  The
         value assigned to the underlying share purchase warrants of the Special
         Warrants offering was valued,  net of costs, at $160,727.  Both amounts
         are  included  in  warrants as a separate  component  of  shareholders'
         equity.

         Each Share Purchase Warrant received upon exercise of a Special Warrant
         is exercisable for a period of one year from June 18, 1999, and entitle
         the holder to purchase  one Common share at a price of $2.50 cash until
         June 18,  2000 at which  time they  will  expire.  Notwithstanding  the
         foregoing,  if at any time before the expiry date, the Common shares of
         the  Company  trade on any  securities  exchange  over a period  of ten
         consecutive  trading days at a weighted  average price of not less than
         $3.00 per Common  share,  then at the option of the Company,  any Share
         Purchase  Warrant not exercised within 30 days of written notice to the
         holder by the Company will expire.

     (d) The  Company  issued  196,300  Agent's  Special  Warrants as part of an
         agency agreement with respect to the above brokered  private  placement
         of  2,000,000  Special  Warrants.   Each  Agent's  Special  Warrant  is
         exercisable,  without  any  additional  consideration,  for one Agent's
         Warrant.  Each Agent's  Warrant is exercisable  for one Common share of
         the  Company at $1.50 cash per share for a period of one year from June
         18, 1999. One half of the Agent's Warrants and/or shares are subject to
         resale  restrictions which expire three months from the date the shares
         are released  from hold periods.  The estimated  value of the warrants,
         $41,223,   is  included  in  issuance  costs  related  to  the  private
         placement.

<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 12

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

14.  Share capital:

     (a) Authorized:

         100,000,000  (December  31, 1998 -  100,000,000)  Common  voting shares
         without par value.

     (b) Issued and outstanding Common shares:

         Prior to and in anticipation of the reverse take-over transaction (note
         2), options to acquire  1,000,006  Common shares of Softcare  valued at
         $1,280,000 were granted to employees. The options were only exercisable
         concurrent  with the completion of any reverse take over, sale or other
         disposition  of the  shares  of the  Company  that  occurs on or before
         September 30, 1999, their expiry date. The options were granted in lieu
         of salary and were given in exchange for general financing  services to
         be performed over a five month period ending  September 11, 1999. These
         options were exercised on the reverse  take-over date for cash proceeds
         of $247.  The excess value of Common shares over cash received has been
         recorded  as  compensation   expense  in  the  consolidated   financial
         statements.   Furthermore,   999,998   Common  shares  also  valued  at
         $1,280,000 were issued to the SESB Trust (note 13(a)) for cash proceeds
         of $25. These shares were exchanged for Special Warrants (note 13(a)).
         23,334  stock  options held by a former  Director and a former  Officer
         were  exercised  into 23,334 Common shares at a price of $1.68 cash per
         Common share during the nine months ended September 30, 1999.

     (c) Stock options:
<TABLE>
<CAPTION>
                                                       Number of            Exercise                    Expiry
                                                         Options               Price                      Date
                                                       ----------       -------------          ---------------
<S>                        <C> <C>      <C>               <C>                  <C>                   <C>
         Balance, December 31, 1997 and 1998              90,000               $1.68            May, 2002 and
                                                                                                 January, 2003
         Options granted:
              Granted to directors and employees
                of Softcare                              444,503               $6.07               April, 2004
              Granted to directors, officers,
                employees and consultants              1,150,000               $1.50           April, 2004 and
                                                                                                    June, 2000
         Softcare options cancelled on reverse
           take-over (i)                                (197,557)             $(6.07)
         Options exercised (ii) and (b)                 (586,946)       $1.50 - 1.68
                                                       ----------       -------------          ---------------

         Balance, September 30, 1999                     900,000
                                                       ==========
</TABLE>





<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 13

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

14.  Share capital (continued):
     (c) Stock options (continued):
          (i) 800,000 stock  options,  exercisable  at a price of $1.50 cash per
              Common share, were granted to Directors of the Company in exchange
              for 197,557  stock options of Softcare on June 18, 1999 as part of
              reverse take-over  agreement (note 2). The stock options expire in
              April,  2004.  None of these  options  were  exercised  during the
              period  ended  September  30,  1999.  250,000  stock  options were
              granted to officers, directors, and a consultant on June 18, 1999.
              Each option was exercisable at a price of $1.50 per Common share.
              100,000 stock  options,  exercisable  at a price of $1.50 cash per
              Common  share,  were  granted  to  an  individual  pursuant  to  a
              consulting  agreement.  The  stock  option  agreement  expires  in
              January,  2000 or earlier if the consulting contract is terminated
              prior to that date.  None of these options were  exercised  during
              the period.
         (ii) 340,000 stock  options,  exercisable  at prices  between $1.50 and
              $1.68 cash per Common share, were exercised during the nine months
              ended September 30, 1999. 316,666 were exercised for common shares
              of Softcare and exchanged for Special Warrants.
     (d) Employee Stock Bonus Plan:
         The Company established a non-leveraged  Employee Stock Bonus Plan (the
         "Plan") in 1999  covering  directors,  officers and  employees who have
         completed  six months or more service  with the  Company.  Prior to the
         reverse  take-over  transaction  (note  2)  999,998  Common  shares  of
         Softcare were  contributed to the Plan for $25 cash.  These shares were
         exchanged  for  999,998  Special  Warrants  of the  Company  which  are
         exercisable into 999,998 Common Shares of the Company.  As at September
         30, 1999,  187,030 Special  Warrants which are exercisable into 187,030
         Common shares of the Company valued at $1.28 per share,  were allocated
         to  employees.  Release of these shares to employees are subject to the
         Company meeting a revenue target of $4,000,000. No compensation expense
         has  been  recognized  in  the  accounts  as  it  is  not  likely  that
         performance  criteria  established for the release of these shares will
         be met. Vesting terms of participant allocated shares are determined by
         the Board of Directors but is generally  contingent on revenue targets,
         and for certain employees, also sales quotas, being achieved.

15.  Commitments:
     The Company  leases its  premises  and certain  automobile  equipment.  The
     minimum lease  commitments under these operating lease agreements and other
     contractual  obligations  of the  Company  for the next five  years  ending
     September 30 are as follows:

     2000                                                 $     226,090
     2001                                                       110,267
     2002                                                       108,324
     2003                                                        54,162
     2004                                                        -
                                                          -------------

                                                          $     498,843
                                                          =============



<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 14

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

16.  Income taxes:

     At  September  30,  1999,  for  Canadian  tax  purposes,  the  Company  has
     approximately  $2,851,000 of  non-capital  losses  available for income tax
     purposes to reduce  taxable income of future years and $7,500 of investment
     tax credits  available to offset future  federal  income taxes payable that
     expire as follows:

                                          Non-capital           Investment
                                               Losses         tax credits
                                        -------------        -------------

     May 31, 1999                       $        -           $       1,000
     May 31, 2000                                -                   4,000
     May 31, 2002                                -                   2,500
     May 31, 2003                             131,000                 -
     May 31, 2005                             940,500                 -
     May 31, 2006                             830,000                 -
     May 31, 2007                             949,500                 -
                                        -------------        -------------

                                        $   2,851,000        $       7,500
                                        =============        =============

     The potential income tax benefits relating to these losses and tax balances
     have not been recognized in the accounts.

17.  Related party transactions:

     Shareholders of the Company provide legal, accounting and advisory services
     to the Company. In 1999, the Company paid $280,761 (year-ended December 31,
     1998 -  $66,169)  for these  services  which were  charged  to general  and
     administrative  expense,  of which $31,092 is included in accounts  payable
     and accrued liabilities.

18.  Segmented information:

     Substantially  all of the  Company's  operations,  assets and employees are
     located in Canada.  In the period ended  September 30, 1999,  revenues were
     derived 42% from Canada, 54% from the United States and 4% from the rest of
     the world.  In the year ended  December 31, 1998  revenues were derived 25%
     (1997 - 11%) from  Canada,  74% (1997 - 86%) from the United  States and 1%
     (1997 - 3%) from the rest of the world.

     Major customers, representing 10% or more of total sales, include:


                               1999              1998                 1997
                          ------------      ------------         ------------

     Customer A           $     97,000      $     -              $     -
     Customer B                 83,000            -                    -
     Customer C                 75,000            -                    -
     Customer D                 -                145,000            1,400,000
                          ============      ============         ============



<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 15

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

19.  Comparative figures:

     Certain  comparative  figures  have been  reclassified  to conform with the
     financial statement presentation for the current year.


20.  United States generally accepted accounting principles:

     These  consolidated  financial  statements have been prepared in accordance
     with generally accepted accounting  principles in Canada ("Canadian GAAP"),
     which  differ in certain  respects  with  accounting  principles  generally
     accepted  in  the  United  States  ("U.S.   GAAP").   Material  measurement
     differences to these consolidated financial statements are as follows:

     Consolidated Statements of Operations:

     Nine months ended September 30, 1999 with comparative figures for the years
     ended December 31, 1998 and 1997.
<TABLE>
<CAPTION>
                                                            1999                 1998                1997
                                                     -----------------     ---------------      ---------------
<S>                                                  <C>                   <C>                  <C>
     Net earnings (loss) in accordance with
       Canadian GAAP                                 $     (3,013,507)     $   (1,131,014)      $      422,751

     Effects of differences in accounting for:
         Compensation expense(i)                              (21,000)             -                    -
                                                     -----------------     ---------------      ---------------

     Net earnings(loss)                                    (3,034,507)         (1,131,014)             422,751

     Loss per share (ii)                             $         (0.31)      $        (0.13)      $         0.05

     Weighted average number of shares
       Outstanding under U.S. GAAP                          9,925,679           8,961,526            8,885,940
                                                     =================     ===============      ===============
</TABLE>

     (i) Compensation expense:

         For  United  States  GAAP  purposes,  the  Company  has  elected  under
         Statement of Financial  Accounting  Standards No. 123,  "Accounting for
         Stock-Based  Compensation"  ("SFAS  123")  to  continue  to  apply  the
         intrinsic value based method of accounting for stock-based compensation
         under APB 25  "Accounting  for Stock  Issued to  Employees".  Under the
         intrinsic value based method, stock compensation is the excess, if any,
         of the quoted  market  value of the stock at the  measured  date of the
         grant over the amount an optionee must pay to acquire the stock.


<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 16

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

20.  United States generally accepted accounting principles (continued):

     (i) Compensation expense (continued):

         Under United States GAAP,  the issue of stock options to  non-employees
         is accounted  for under SFAS 123.  The fair value of the stock  options
         granted to  non-employees  during the nine months ended  September  30,
         1999 was estimated using the Black-Scholes option-pricing model and the
         following weighted-average  assumptions:  dividend yield 0.0%, expected
         volatility  70%,  risk-free  interest  rate 5.5% and  expected  average
         option  term of 3.5 years.  The fair value of the  options  granted was
         $0.09 per option. Accounting for the non-employee options on this basis
         would  result  in  recording   additional   compensation   expense  and
         additional  paid-up  capital  of  $21,000  (December  31,  1998 - $Nil;
         December 31, 1997 - $Nil).

     (ii)Earnings (loss) per share:

         Proforma  earnings (loss) per share gives retroactive  effect,  for the
         years presented, to the exercise of the 11,000,000 Special Warrants and
         issuance of Common shares related to the reverse take-over (notes 2 and
         22).  The  Special  Warrants  are  considered  to  be  residual  equity
         securities. Under U.S. GAAP, the weighted average number of shares used
         in the  calculation  of  proforma  basic and fully  diluted EPS exclude
         performance  based Common  shares under the  Company's  Employee  Stock
         Bonus Plan (note 14(d)).

         Under U.S.  GAAP,  the  weighted  average  number of shares used in the
         calculation of diluted earnings (loss) per share would be calculated by
         the treasury stock method whereby it is assumed that proceeds  received
         from the Company from the exercise of dilutive  securities  are used to
         repurchase  outstanding  shares in the market. As the effect of options
         and common share purchase warrants are anti-dilutive,  diluted loss per
         share does not differ from basic loss per share.


21.  Uncertainty due to the Year 2000 Issue:

     The Year 2000 Issue arises because many computerized systems use two digits
     rather than four to identify a year.  Date-sensitive  systems may recognize
     the  year  2000 as 1900  or some  other  date,  resulting  in  errors  when
     information  using  Year 2000  dates is  processed.  In  addition,  similar
     problems  may  arise in some  systems  which use  certain  dates in 1999 to
     represent  something  other than a date. The effects of the Year 2000 Issue
     may be  experienced  before,  on, or after  January  1, 2000,  and,  if not
     addressed,  the impact on operations and financial reporting may range from
     minor errors to significant  systems failure which could affect an entity's
     ability to conduct  normal  business  operations.  It is not possible to be
     certain  that all  aspects of the Year 2000  Issue  affecting  the  entity,
     including  those related to the efforts of customers,  suppliers,  or other
     third parties, will be fully resolved.


<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 17

Nine months ended September 30, 1999 and years ended December 31, 1998 and 1997

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

22.  Subsequent events:

     (a) The Company  obtained a Receipt,  effective  October 21, 1999, from the
         British  Columbia  Securities  Commission  for  filing  of  its  Annual
         Information Form. As a result, the Company has completed its prospectus
         level disclosure requirements,  subject to on-going filing requirements
         with the Vancouver Stock Exchange,  arising from the reverse  take-over
         that took place June 18, 1999 (note 2). The  holding  period for shares
         issued on the private  placement  (note  13(c)) and the share  exchange
         (note  13(a)) is reduced  from  twelve  months to four  months from the
         closing date of June 18, 1999.  Therefore  2,000,000 Common shares have
         been issued as free trading to investors in exchange for the  2,000,000
         Special  Warrants  issued on the private  placement  (note  13(c)).  In
         addition, 10,000,000 Common shares have been issued on October 21, 1999
         to former  shareholders  and 1,000,000 Common shares were issued to the
         SESB Trust in  exchange  for the  11,000,000  Special  Warrants  issued
         pursuant to the reverse  take-over  agreement  (note 13(a)).  A further
         51,666 Special Warrants issued for services rendered were exercised for
         an equivalent number of Common shares of the Company.

     (b) On February  24, 2000,  the Company  entered into a letter of intent to
         acquire Financial  Management Group LLC (a Nevada LLC), a company which
         provides software  solutions to the credit  counseling  industry in the
         United States.  The Company intends to purchase from the shareholder of
         Financial   Management   Group  LLC  ("FMG")  all  of  the  issued  and
         outstanding  common  shares in FMG for total  consideration  of 100,000
         Common  shares  of the  Company.  The  shares  will be  placed in trust
         pursuant to a voluntary  pooling  agreement and will not be released to
         the vendor for a period of two years.  The vendor will also  receive an
         additional  95,000  Common  shares of the Company,  subject to the same
         pooling agreement , upon the successful development and completion of a
         new asset called the OpenEC Credit Counseling Portal ("OCC Portal"). If
         the new OCC Portal achieves  recurring revenue of US$300,000 per month,
         an additional 55,000 Common shares of the Company will be issued to the
         vendor.   If  the  new  OCC  Portal  achieves   recurring   revenue  of
         US$1,000,000  per month,  a further 50,000 Common shares of the Company
         will be issued to the vendor.  The shares to be issued based on revenue
         targets are not subject to any pooling agreement.

(c)      During the  period  from  October 1, 1999 to  February  24,  2000,  the
         Company  received  gross  proceeds of  $1,450,000  from the exercise of
         warrants.

<PAGE>
A-2

                      Interim Consolidated Financial Statements of

                      SOFTcARE EC.COM INC.

                      (Formerly International Savannah Ventures Ltd.)


                      Six Months ended November 30, 1999

                      (Unaudited)



<PAGE>
<TABLE>
<CAPTION>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Interim Consolidated Balance SheetNovember 30, 1999 and  May 31,1999 (Unaudited)


                                                                             November 30,              May 31,
                                                                                     1999                 1999
                                                                              (unaudited)            (audited)
                                                                           --------------       --------------
<S>                                                                        <C>                  <C>
Assets

Current assets:
     Cash and cash equivalents                                             $      147,394       $      141,637
     Accounts receivable, net of allowance for
       doubtful accounts of $40,000 (May 31, 1999 - $23,917)                      228,204              252,376
     Short term investments                                                     2,206,674                   -
     Inventory                                                                      5,000                5,000
     Prepaid expenses                                                               6,991                5,080
     Investment tax credits receivable (note 4)                                    50,231               50,231
                                                                           --------------       --------------
                                                                                2,644,494              454,324

Capital assets (note 5)                                                           158,286              129,492
                                                                           --------------       --------------

                                                                           $    2,802,780       $      583,816
                                                                           ==============       ==============

Liabilities and Shareholders' Equity

Current liabilities:
     Bank indebtedness                                                     $      155,000       $      155,000
     Accounts payable and accrued liabilities                                     224,472              283,228
     Advance from proposed acquiror (note 2)                                           -               250,000
     Current portion of long-term debt (note 6)                                    40,200               40,200
     Current portion of capital lease obligations (note 7)                         29,777               35,102
     Current portion of redeemable Class A preference shares (note 8)              30,000               30,000
     Deferred revenue                                                             105,193               91,115
                                                                           --------------       --------------
                                                                                  584,642              884,645

Long-term debt (note 6)                                                            16,750               36,850

Obligations under capital leases (note 7)                                          41,969               24,332

Redeemable Class A preference shares (note 8)                                      87,500              102,500
                                                                           --------------       --------------

                                                                                  730,861            1,048,327
                                                                           --------------       --------------

Shareholders' equity:
     Special warrants (note 9)                                                    283,239                  -
     Share capital (note 10)                                                    6,758,128            3,321,604
     Additional paid-in capital                                                 1,279,753            1,279,753
     Deferred stock compensation (note 10 (d))                                         -              (861,533)
     Unearned Employee Stock Bonus Plan (note 10(d))                           (1,279,975)          (1,279,975)
     Deficit                                                                   (4,969,226)          (2,924,360)
                                                                           --------------       --------------
                                                                                2,071,919             (464,511)
Uncertainty due to the Year 2000 Issue (note 11)

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

                                                                           $    2,802,780       $      583,816
                                                                           ==============       ==============
</TABLE>

See accompanying notes to consolidated financial statements.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Interim Consolidated Statement of Operations and Deficit

Six months ended November 30, 1999 and 1998 (Unaudited)


                                                   1999                 1998
                                         ---------------      ---------------


Revenue:
   Software sales                        $      280,992       $      344,073
   Consulting services                           48,709               91,083
   Training services                              7,454                5,523
   Maintenance fees                              88,042               95,795
   Interest income                               14,241                   -
                                         ---------------      ---------------
                                               439,438               535,474
Expenses:
     Salaries and wages                         825,256              383,416
     Other compensation (note 10(b))            861,533                   -
     Selling                                     65,700              149,294
     General and administrative                 695,055              450,071
     Amortization                                36,760               36,565
                                         ---------------      ---------------
                                              2,484,304            1,019,346
                                         ---------------      ---------------

Net loss                                     (2,044,866)            (483,872)


Deficit, beginning of period                 (2,924,360)            (873,234)
                                         ---------------      ---------------

Deficit, end of period                   $   (4,969,226)      $   (1,357,106)
                                         ===============      ===============

Earnings (loss) per share (note 12)      $        (0.17)      $        (0.05)
                                         ===============      ===============


See accompanying notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Interim Consolidated Statement of Cash Flows

Six months ended November 30, 1999 and 1998 (Unaudited)


                                                                     1999                 1998
                                                           ---------------      ---------------
<S>                                                        <C>                  <C>
Cash flow from operating activities:
     Net earnings (loss)                                   $   (2,044,866)      $     (483,872)
     Items not involving cash:
          Depreciaton and amortization                             36,760               36,565
          Common stock issued for services                        861,533                   -
       Changes in non-cash operating working capital:
         Accounts receivable                                      472,689              (94,743)
         Inventory                                                     -                 4,708
         Prepaid expenses                                         240,865              (15,338)
         Investment tax credit receivable                                              (34,608)
         Accounts payable and accrued liabilities                (413,235)              21,387
         Deferred revenue                                          14,078               20,432

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

Net cash used in operating activities                            (832,176)            (545,469)

Cash flow from investing activities:
     Purchase of capital assets                                   (65,554)             (54,502)
     Purchase of short term investments                        (2,206,674)                  -
                                                           ---------------      ---------------

Net cash used in investing activities                          (2,272,228)             (54,502)

Cash flow from financing activities:
     Redemption of Class A preference shares                      (15,000)             (15,000)
     Decrease in long-term debt                                   (20,100)             (20,100)
     Increase in capital lease obligations                         12,312               11,295
     Share purchase options exercised for cash                     39,200                   -
     Common stock issued for cash                                     247                   -
     Warrants issued for cash on private placement,
         net of costs of $280,000 (note 9(c))                   2,720,000                   -
     Warrants issued on reverse take-over, net of costs
        of $199,600 (note 2)                                      373,502                   -
                                                           ---------------      ---------------

Net cash provided by (used in) financing activities             3,110,161              (23,805)
                                                           ---------------      ---------------

Increase (decrease) in cash and cash equivalents                    5,757             (623,776)

Cash and cash equivalents, beginning of period                    141,637            1,180,328
                                                           ---------------      ---------------

Cash and cash equivalents, end of period                   $      147,394       $      556,552
                                                           ===============      ===============

Supplemental disclosure of non-cash financing
  and investing activities:
Issuance of warrants on reverse take-over for
  non-cash working capital (note 2)                        $      586,814       $         -
Issuance of warrants on private placement for
  financing services rendered                              $       41,223       $         -
Issuance of warrants on reverse take-over for
  services rendered                                        $       66,132       $         -
Interest expense                                           $       15,513       $       17,161
                                                           ===============      ===============
</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 1

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------

1.   Operations:

     The Company was incorporated pursuant to the Company Act of the Province of
     British  Columbia  on March 30,  1981.  The  Company  changed its name from
     International  Savannah Ventures Ltd. to SoftCare EC.com Inc. ("EC.com") on
     June 10, 1999 prior to the reverse  take-over  as  described  in note 2. In
     conjunction with this transaction,  the Company changed its fiscal year end
     from March 31 to May 31.  Prior to the reverse  take-over,  the Company had
     been involved in mining exploration.

     EC.com and its subsidiaries  develop and market Electronic Data Interchange
     (EDI) software primarily to retailers,  financial and public  institutions,
     utilities, pharmaceuticals and wholesalers across Canada, the United States
     and Asia.  The  Company  also  develops  and markets  e-commerce  software,
     providing  licenses and support services to both domestic and international
     markets.

     The Company has experienced  operating  losses and negative cash flows from
     operations  and  has had to rely on debt  and  equity  financing  for  cash
     requirements for operations. The Company's ability to achieve profitability
     and  positive  cash flows from  operations  will depend upon its ability to
     continue to attract strategic corporate partners for development, marketing
     and  distribution,  and  sale of its  products  and on the  results  of its
     research and development activities.

     As at November  30,  1999,  the Company  had cash and cash  equivalents  of
     $147,394 and short-term investments of $2,206,674. Management believes that
     the Company has sufficient  cash and other working capital to carry out its
     operations during the next twelve months.


2.   Reverse take-over:

     On June 18, 1999,  EC.com  completed an agreement with the  shareholders of
     SoftCare  Electronic  Commerce Inc.  ("SoftCare")  pursuant to which EC.com
     issued   11,000,000   Special  Warrants  to  acquire  all  the  issued  and
     outstanding common shares of SoftCare (note 9). At the date of acquisition,
     EC.com had no substantive operations. As a result of this transaction,  the
     former  shareholders of SoftCare  acquired 88.8 percent of the Company as a
     group.  SoftCare  is  considered  the  accounting  acquirer  for  financial
     statement purposes. In conjunction with this transaction,  Softcare changed
     its fiscal year-end from December 31 to May 31.

     The  acquisition  has been accounted for as a reverse  take-over  using the
     purchase  method,  and  accordingly,   for  financial  statement  reporting
     purposes,  the net assets of  SoftCare  have been  included  in the balance
     sheet at book  values,  and the net assets of EC.com have been  recorded at
     fair market value at the date of acquisition.  The historical shareholders'
     equity give effect to the shares  issuable to the  shareholders of Softcare
     upon  exercise  of  the  11,000,000  Special  Warrants.   The  consolidated
     operations  of the Company for the six months  ended  November 30, 1998 are
     those of SoftCare and its  subsidiaries and exclude the accounts of EC.com.
     The results of EC.com were included from the date of acquisition,  June 18,
     1999.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 2

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------

2.   Reverse take-over (continued):

     The cost of the  acquisition  is  estimated  at the  fair  value of the net
     assets of EC.com acquired on June 18, 1999 and consists of:

     Cash                                                 $      73,102
     Accounts receivable                                        448,517
     Prepaid expenses                                           242,776
     Cash advances to SoftCare                                  500,000
     Accounts payable                                          (104,479)
                                                          --------------

                                                          $   1,159,916
                                                          =============


3.   Significant accounting policies:

     (a) Basis of presentation:

         These consolidated  financial statements include the accounts of EC.com
         and its wholly-owned  subsidiary SoftCare,  and SoftCare's wholly owned
         subsidiaries,  SCC  Holdings  Ltd.,  SCEC  Holdings  Ltd.  and SoftCare
         Electronic  Commerce  (U.S.A.) Inc.,  collectively  referred to as "the
         Company".

         EC.com also owns 100 percent of Bus Holdings  Corporation,  an Anguilla
         company.  This  company is not  commercially  active,  has no assets or
         liabilities and has been effectively abandoned by the Company.

         All  intercompany  balances and  transactions  have been  eliminated on
         consolidation.

         The audited financial statements have been prepared in Canadian dollars
         in accordance with generally accepted  accounting  principles in Canada
         and generally conform with those establish in the United States, except
         as explained in note 14.

     (b) Use of estimates:

         The  preparation  of  the  financial   statements  in  conformity  with
         generally accepted  accounting  principles  requires management to make
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities and disclosure of contingent assets and liabilities and
         reported amounts of revenues and expenses during the reporting  period.
         Significant areas requiring the use of estimates include estimating the
         recoverability  of  accounts  receivable  and  investment  tax  credits
         receivable and valuing equity instruments.  Actual results could differ
         from these estimates.

     (c) Cash and cash equivalents:

         Cash and  cash  equivalents  includes  short-term  investments  with an
         initial term of 90 days or less.

     (d) Short term investments:

         Short term  investments  are carried at the lower of cost or market and
         consist of investments in term deposits.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 3

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------


3.   Significant accounting policies (continued):

     (e) Revenue recognition:

         The Company's revenue  recognition  policy conforms to the Statement of
         Position 97-2,  Software  Revenue  Recognition,  issued by the American
         Institute  of  Certified  Public  Accountants.  A software  arrangement
         entered into by the Company may encompass multiple elements,  including
         the software product, consulting, training and annual maintenance fees.
         The fee of a multiple element  arrangement is allocated to each element
         based  upon its fair  value.  Fair  value is  established  through  the
         Company's  policy  to charge to  customers  the same  price as when the
         element is sold separately. Unspecified upgrades or enhancements of the
         Company's  products are considered  maintenance and are recognized over
         the  contract  period.   Revenue  from  sales  made  to  re-sellers  is
         recognized  after  the  third-party  sale  occurs  and the  revenue  is
         determinable.  Consulting  services  offered  by the  Company  are  not
         considered essential to the functionality of the software  arrangement.
         As a result, consulting and training revnues are recognized as the work
         is performed.  Maintenance  contract revenue is deferred and recognized
         over the respective contract periods.

         Revenue from direct  product sales is  recognized  when the product has
         been delivered,  as no significant  obligations  remain, fees are fixed
         and determinable,  collectibility is probable,  and persuasive evidence
         of an arrangement exists.

         If sales of products are contingent  upon successful  installation  and
         subsequent  customer  acceptance,  revenue is recognized  upon customer
         acceptance.

     (f) Inventory:

         Inventory is valued at the lower of cost or net realizable value.

     (g) Capital assets:

         Capital assets are recorded at cost and depreciated using the declining
         balance method at the following annual rates:

                  Computer and testing equipment                       30%
                  Computer software                                   100%
                  Office equipment                                     20%
                  Office furniture                                     20%
                  Display booths                                       30%
                  Leasehold improvements                     Term of lease

         Computer  equipment  acquired  under capital leases is depreciated on a
         straight-line  basis over its estimated  economic life of approximately
         three years.

     (h) Translation of foreign currencies:

         Monetary assets and liabilities  denominated in foreign currencies have
         been  translated  into  Canadian   dollars  at  the  rate  of  exchange
         prevailing  at the  balance  sheet  date  and  non-monetary  items  are
         translated  at rates of exchange in effect when the assets are acquired
         or  obligations  incurred.  Revenue and expense items are translated at
         the average rate of exchange for the period. Foreign exchange gains and
         losses are included in income.

         The  temporal  method  has been used to  translate  integrated  foreign
         subsidiary operations.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 3a

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------

3.   Significant accounting policies (continued):

     (i) Refundable investment tax credits:

         Refundable  investment tax credits  resulting from eligible  Scientific
         Research and  Experimental  Development  expenditures are recorded as a
         reduction of related costs in the period in which they are incurred.

     (j) Research and development costs:

         Research costs are expensed as incurred.  Development costs are charged
         to  expense  as  incurred  unless  the  development  project  meets the
         criteria under generally  accepted  accounting  principles for deferral
         and amortization. The Company has not deferred any development costs to
         date.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 4

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------

3.   Significant accounting policies (continued):

     (k) Impairment of long-lived assets:

         The Company monitors the recoverability of long-lived assets, including
         capital and intangible  assets based upon estimates  using factors such
         as future asset utilization, business climate and future non-discounted
         cash flows  expected to result from the use of the related assets or to
         be realized on sale.  The  Company's  policy is to write down assets to
         their net  recoverable  amount in the period when it is likely that the
         carrying amount of asset will not be recovered.

     (l) Employee Stock Bonus Plan

         Equity instruments  contributed to the Plan by the Company are recorded
         at their estimated  market value at the date of their  contribution and
         are  recorded  as a credit in  shareholders'  equity.  A contra  equity
         account is recognized until  allocations to participants are considered
         compensation expense.

         Compensation expense is recognized in the period when it is likely that
         performance  criteria will be met and the equity instruments  allocated
         to participants will be released.


4.   Investment tax credits receivable:

     Management  has estimated and filed for  refundable  investment tax credits
     relating to the Company's  eligible  scientific  research and  experimental
     development  pursuant to the Canadian Income Tax Act. The refundable  taxes
     have been recorded as a reduction of the Company's wages expense and are as
     follows:


                                        November 30,              May 31,
                                                1999                 1998
                                        ------------         ------------

     1997                               $     43,610         $     43,610
     1998                                      6,621                6,621
                                        ------------         ------------
                                        $     50,231           $   50,231
                                        ============         ============

     Any  adjustments  between the amounts  recorded and the amounts  ultimately
     realized will be recorded in the year they occur.




<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 5

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------


5.   Capital assets:
<TABLE>
<CAPTION>
                                                                   November 30,              May 31,
                                                                           1999                 1999
                                      -----------------------------------------         ------------
                                                     Accumulated       Net book             Net book
                                            Cost    amortization          value                value
                                      ----------    ------------    -----------         ------------
<S>                                   <C>           <C>             <C>                 <C>
     Computer and testing equipment   $  292,815    $    185,811    $   107,004         $     78,429
     Computer software                    62,253          51,647         10,606                5,035
     Office equipment                     20,418          11,307          9,111               10,347
     Office furniture                     36,560          16,785         19,775               21,972
     Display booth                        21,755          16,047          5,708                6,715
     Leasehold improvements                9,122           3,040          6,082                6,994
                                      ----------    ------------    -----------         ------------

                                      $  442,923    $    284,637    $   158,286         $    129,492
                                      ==========    ============    ===========         ============
</TABLE>


6.   Long-term debt:

     The Company has a bank loan agreement with the Business Development Bank of
     Canada.  The agreement  contains certain covenants that impose  limitations
     restricting the Company's dividend-paying ability and changes in ownership.

     The bank loan is  repayable  with  variable  interest at 4% over the bank's
     prime rate and is secured by  substantially  all of the  Company's  assets.
     Royalties are also payable to the Bank based on the Company's  gross sales.
     Principal  repayments of $3,350 are due each month. The agreement  contains
     certain  covenants  that  impose  limitations   restricting  the  Company's
     dividend-paying ability and changes in ownership.

7.   Obligations under capital leases:

     The  following is a schedule of future  minimum lease  obligation  payments
     ending November 30, 199 and May 31, 1999:



                                                 November 30,          May 31,
                                                 ------------     ------------
                                                        1999             1999
     2000                                             41,513           39,397
     2001                                             30,870           19,018
     2002                                             12,831            8,234
     2003                                              5,128               -
     2004                                              2,564               -
                                                 ------------     ------------
                                                      92,906           66,649
     Less amount representing interest               (21,160)          (7,215)
                                                 ------------     ------------

     Present value of minimum lease payments          71,746           59,434
     Less current portion                            (29,777)         (35,102)
                                                 ------------     ------------

                                                 $    41,969      $    24,332
                                                 ============     ============



<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 6

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------

8.   Redeemable Class A preference shares:

     Authorized:

     225,000 Class A preference non-voting shares with a par value of $1 each


                                                            1999         1999
                                                          Number       Amount
                                                        --------- ------------

       Balance, May 31                                   132,500  $   132,500
       Redemption of shares for cash                     (15,000)     (15,000)
                                                        --------- ------------

       Balance, November 30                              117,500      117,500
       Less current portion                                           (30,000)
                                                        --------- ------------

                                                                  $    87,500
                                                        ========= ============


     Under an  agreement  between the Company and one of its  shareholders,  the
     Class A Preference shares are redeemed each month for cash consideration of
     between $nil and $10,000 based upon the Company's  gross  quarterly  sales.
     The Company has been  making  redemption  payments of $2,500 each month but
     may  at any  time  accelerate  the  redemption  payments.  The  shares  are
     convertible  into common voting  shares  should the Company  default on the
     required redemption payments.



9.   Special Warrants:

     During the period ended November 30, 1999, the Company issued the following
     special warrants for cash and other consideration:
<TABLE>
<CAPTION>
                                                                      Number of                 1999
                                                                       Warrants               Amount
                                                                    ------------        -------------
<S>                                                                  <C>                <C>
       Special Warrants issued on acquisition (a)                    11,000,000         $  1,159,916
       Special Warrants issued for services rendered (b)                 51,666               66,132
       Warrants issued in private placement, net of costs (c)         2,000,000            2,678,777
       Agent's Special Warrants (d)                                     196,300               41,223
       Issuance costs on reverse take-over                                                  (265,732)
                                                                    ------------        -------------

                                                                     13,247,966         $  3,680,316

       Special Warrants exercised for Common Shares,
          net of issuance costs (a)                                 (10,000,000)             812,895
       Special Warrants exercised for Common Shares (b)                 (51,666)             (66,132)
       Special Warrants exercised for Common Shares,
          net of issuance costs (c)                                  (2,000,000)          (2,518,050)
                                                                    ------------        -------------

       Warrants outstanding, November 30, 1999                        3,196,300         $    283,239
                                                                    ============        =============
</TABLE>


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 7

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------

9.   Special Warrants (continued):

     At November 30, 1999 Special Warrants outstanding consisted of:
<TABLE>
<CAPTION>

<S>                                                                   <C>              <C>
       Special Warrants issued on acquisition (a)                     1,000,000        $      81,289
       Share purchase warrants issued in
         private placement, net of costs (c)                          2,000,000            2,160,727
       Agent's Special Warrants (d)                                     196,300               41,223
                                                                    ------------        -------------

                                                                      3,196,300         $    283,239
                                                                    ============        =============
</TABLE>

     (a) The Company issued  11,000,000  Special Warrants in exchange for all of
         the  issued  and  outstanding  common  shares  of  Softcare  Electronic
         Commerce Inc.  pursuant to the reverse  takeover  agreement  effective,
         June 18, 1999 (Note 2). Each of the Special Warrants is exercisable for
         one common share, without any additional consideration.

         Of the  11,000,000  warrants  issued,  10,000,000  were  issued  to the
         existing  shareholders  of Softcare  pursuant  to the reverse  takeover
         transaction.  During the period,  each of these 10,000,000 warrants was
         exercised  for one common  share of the Company.  The common  shares so
         issued are subject to a voluntary  pooling  agreement,  which restricts
         the transfer or sale by the holders.

         The  remaining  1,000,000  warrants  were  issued to the SESB  Trust to
         provide for Employee Bonus Shares upon exercise of such  warrants.  Two
         of the  Directors of the Company are also the Trustees of the Trust and
         may only release such shares from the Trust to employees in  accordance
         with regulatory approval and certain performance  criteria  established
         (note 10(d)).

     (b) The  Company  issued  51,666  Special  Warrants  as a finder's  fee and
         corporate advisory fee upon completion of the reverse takeover. Each of
         the warrants has been exercised,  without any additional consideration,
         for one  common  share  of the  Company.  The  value  of the  services,
         $66,132,  is  included  in the  issuance  costs  related to the reverse
         take-over.

     (c) The Company  issued  2,000,000  Special  Warrants for gross proceeds of
         $3,000,000 cash pursuant to a broker-assisted private placement.  Costs
         incurred to effect the private placement include a $280,000  commission
         and  196,300  agent  warrants  issued  valued at  $41,223  (note  9(d))
         resulting  in net proceeds of the  offering of  $2,678,777.  During the
         period, each Special Warrant was exercised, at no additional cost, into
         one Common share and one Share Purchase Warrant,  which is transferable
         upon regulatory  approval.  The equity component of the Special Warrant
         offering was valued,  net of costs,  at  $2,518,050  and is included in
         other paid-in capital as a separate component of shareholder's  equity.
         The value assigned to the underlying  warrants of the Special  Warrants
         offering  was  valued,  net of costs,  at  $160,727  and is included in
         warrants as a separate component of shareholders' equity.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 8

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------

     9.  Special Warrants (continued):

         Each Share Purchase Warrant received upon exercise of a Special Warrant
         is exercisable for a period of one year from June 18, 1999, and entitle
         the holder to purchase  one Common share at a price of $2.50 cash until
         June 18,  2000 at which  time they  will  expire.  Notwithstanding  the
         foregoing,  if at any time before the expiry date, the Common shares of
         the  Company  trade on any  securities  exchange  over a period  of ten
         consecutive  trading days at a weighted  average price of not less than
         $3.00 per Common  share,  then at the option of the Company,  any Share
         Purchase  Warrant not exercised within 30 days of written notice to the
         holder by the Company will expire.

     (d) The  Company  issued  196,300  Agent's  Special  Warrants as part of an
         agency  agreement  with  respect to the brokered  private  placement of
         2,000,000  Special  Warrants.  Each  Agent's  Special  Warrant has been
         exercised,  without  any  additional  consideration,  for  one  Agent's
         Warrant.  Each Agent's  Warrant is exercisable  for one common share of
         the  Company at $1.50 cash per share for a period of one year from June
         18, 1999. One half of the Agent's Warrants and/or shares are subject to
         resale  restrictions which expire three months from the date the shares
         become  tradable  free from hold periods.  The  estimated  value of the
         warrants, $41,223, is included in issuance costs related to the private
         placement.


10.  Share capital:

     (a)  Authorized:

         100,000,000 common voting shares without par value.

     (b) Issued and outstanding Common shares:
<TABLE>
<CAPTION>

                                                                      Number of
                                                                  common shares            Amount
                                                                  -------------       -----------
<S>                                                                   <C>          <C>
       Balance, December 31,1998                                      8,961,526    $    2,012,059
       Issuance of shares to an employee for services rendered           38,470            29,545
       Issuance of shares to Employee Stock Bonus
          Plan (note 10(d)).                                            999,998         1,280,000
                                                                    -----------       -----------

       Balance, May 31, 1999                                          9,999,994         3,321,604
                                                                    -----------       -----------

       Issuance of shares for services rendered                       1,000,006         1,280,000
       Adjustments to effect June 18, 1999 reverse
       takeover accounting (note 2):
           Issued share capital of
             SoftCare Electronic Commerce Inc.                      (11,000,000)
           Issuance of share capital of the Company                   1,391,428
       Issuance of shares for exercise of stock options                  23,334            39,200
                                                                    -----------       -----------
       Issuance of shares for exercise of Special Warrants           12,051,666         3,397,077

     Balance, November 30, 1999                                      13,466,428       $ 8,037,881
                                                                    ===========       ===========
</TABLE>



<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 9

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------

10.  Share capital (continued):

         Prior to and in anticipation of the reverse take-over transaction (note
         2), options to acquire  1,000,006  Common shares of SoftCare  valued at
         $1,280,000 were granted to employees. The options were only exercisable
         concurrent  with the completion of any reverse take over, sale or other
         disposition  of the shares of the  Company  that  occurred on or before
         September 30, 1999, their expiry date. The options were granted in lieu
         of salary and were given in exchange for general financing  services to
         be performed over a five month period ended  September 11, 1999.  These
         options were  exercised on June 14, 1999 for cash proceeds of $247. The
         excess value of Common  shares over cash  received has been recorded as
         compensation   expense  in  the  consolidated   financial   statements.
         Furthermore,  999,998  Common  shares  also valued at  $1,280,000  were
         issued to the SESB Trust  (note 9(a)) for cash  proceeds of $25.  These
         shares were exchanged for Special Warrants (note 9(a)).

         23,334  stock  options held by a former  Director and a former  Officer
         were  exercised  into 23,334 Common shares at a price of $1.68 cash per
         Common share during the six months ended November 30, 1999.

     (c) Stock options:
<TABLE>
<CAPTION>
                                                       Number of            Exercise                    Expiry
                                                         Options               Price                      Date
                                                      -----------       -------------         ----------------
<S>                                                   <C>               <C>                   <C>
         Balance, November 30, 1998                       90,000               $1.68            May, 2002 and
                                                                                                 January, 2003
         Options exercised                               (33,333)              $1.68
                                                      -----------       -------------         ----------------

         Balance, May 31, 1999                            56,667

         Options granted:
              Granted to directors and employees
                of SoftCare                              444,503               $6.07               April, 2004
              Granted to directors, officers,
                employees and consultants              1,150,000               $1.50           April, 2004 and
                                                                                                November, 2004
         SoftCare options cancelled on reverse
           take-over (i)                                (197,557)             $(6.07)
         Options exercised (ii) and (b)                 (553,613)          $1.50 - 1.68
                                                      -----------       -------------         ----------------

         Balance, November 30, 1999                     900,000
                                                      ===========
</TABLE>

         (i)  800,000 stock  options,  exercisable  at a price of $1.50 cash per
              Common share, were granted to Directors of the Company in exchange
              for 197,557  stock options of SoftCare on June 18, 1999 as part of
              reverse take-over  agreement (note 2). The stock options expire in
              April,  2004.  None of these  options  were  exercised  during the
              period ended November 30, 1999. 250,000 stock options were granted
              and exercised by officers, directors, and a consultant on June 18,
              1999.  Each option was  exercisable at a price of $1.50 per Common
              share.

              100,000 stock  options,  exercisable  at a price of $1.50 cash per
              Common  share,  were  granted  to  an  individual  pursuant  to  a
              consulting  agreement.  The  stock  option  agreement  expires  in
              November, 2004 or earlier if the consulting contract is terminated
              prior to that date.  None of these options were  exercised  during
              the period.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 9a

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------

10.  Share capital (continued):

         (ii) 306,667 stock  options,  exercisable  at prices  between $1.50 and
              $1.68 cash per Common share,  were exercised during the six months
              ended November 30, 1999.  283,333 were exercised for common shares
              of SoftCare and exchanged for Special Warrants.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 10

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------

10.  Share capital (continued):

     (d) Employee Stock Bonus Plan:

         The Company established a non-leveraged  Employee Stock Bonus Plan (the
         "Plan") in 1999  covering  directors,  officers and  employees who have
         completed  six months or more service  with the  Company.  Prior to the
         reverse take-over transaction (note 2) 999,998Common shares of SoftCare
         were  contributed to the Plan for $25 cash. These shares were exchanged
         for  999,998Special  Warrants of the Company which are exercisable into
         1,000,000  Common  Shares of the  Company.  As at  November  30,  1999,
         187,030  Special  Warrants  which are  exercisable  into 187,030 Common
         shares of the  Company  valued at $1.28 per share,  were  allocated  to
         employees.  Release of these  shares to  employees  are  subject to the
         Company meeting a revenue target of $4,000,000. No compensation expense
         has  been  recognized  in  the  accounts  as  it  is  not  likely  that
         performance  criteria  established for the release of these shares will
         be met.

         Vesting terms of  participant  allocated  shares are  determined by the
         Board of Directors but is generally  contingent on revenue targets, and
         for certain employees, also sales quotas, being achieved.

11.  Uncertainty due to the Year 2000 Issue:

     The Year 2000 Issue arises because many computerized systems use two digits
     rather than four to identify a year.  Date-sensitive  systems may recognize
     the  year  2000 as 1900  or some  other  date,  resulting  in  errors  when
     information  using  Year 2000  dates is  processed.  In  addition,  similar
     problems  may  arise in some  systems  which use  certain  dates in 1999 to
     represent  something  other than a date. The effects of the Year 2000 Issue
     may be  experienced  before,  on, or after  January  1, 2000,  and,  if not
     addressed,  the impact on operations and financial reporting may range from
     minor errors to significant  systems failure which could affect an entity's
     ability to conduct  normal  business  operations.  It is not possible to be
     certain  that all  aspects of the Year 2000  Issue  affecting  the  entity,
     including  those related to the efforts of customers,  suppliers,  or other
     third parties, will be fully resolved.



12.  Earnings (loss) per share:

     Basic  earnings  (loss) per share  computations  are based on the  weighted
     average number of shares outstanding during the period.

     In accordance with the reverse take-over  agreement (note 2), EC.com issued
     11,000,000  Special  Warrants,  each of which is exercisable for one Common
     share. No Common shares were issued to effect the transaction.  The Special
     Warrants  were  exercised  for Common  shares in November  1999.  Generally
     accepted accounting  principles require that earnings (loss) per share, for
     periods prior to a reverse take-over  transaction,  be calculated using the
     number of common shares  issued by the legal parent  (EC.com) to effect the
     transaction on the date it occurred.


<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 11

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------

12.  Earnings (loss) per share (continued):

     Proforma  earnings per share  calculations  below, for the years presented,
     give retroactive  effect to the exercise of the 11,000,000 Special Warrants
     and the issuance of the Common shares at the reverse take-over  transaction
     date:



                                             Six months           Six months
                                                  Ended               Ended
                                            November 30,        November 30,
                                                    1999                1998
                                            ------------        ------------

     Proforma basic loss per Common
         share (note 3(l))                  $     (0.17)        $     (0.05)

     Weighted average number of Common
       shares used in proforma basic loss
       per share calculation                 12,199,102           8,961,526
                                             ==========          ==========

     900,000 (1998 - 90,000)  stock options and 2,196,300  (1998 - nil) warrants
     in addition to those  1,000,000issued  as a result of the reverse take-over
     (notes  9 and  10)  are  anti-dilutive  for the  six-months  periods  ended
     November 30, 1999 and,  accordingly,  proforma fully diluted loss per share
     does not  differ  from  proforma  basic  loss  per  share  for the  periods
     presented.



13.  Adoption of new accounting standard:

     The Company  adopted CICA Handbook  Section 1540,  Cash Flow Statements for
     the period ended  November 30. The  provisions  were applied  retroactively
     with restatement of prior period financial statements.  Under Section 1540,
     non-cash investing and financing activities are excluded from the statement
     of cash  flows  and  are  disclosed  as  supplementary  information  to the
     Consolidated Statements of Cash Flows.



14.  United States generally accepted accounting principles:

     These  consolidated  financial  statements have been prepared in accordance
     with generally accepted accounting  principles in Canada ("Canadian GAAP"),
     which  differ in certain  respects  with  accounting  principles  generally
     accepted  in  the  United  States  ("U.S.   GAAP").   Material  measurement
     differences to these consolidated financial statements are as follows:


<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 12

Six months ended November 30, 1999 (Unaudited)
--------------------------------------------------------------------------------

14.  United States generally accepted accounting principles (continued):

     Consolidated statement of operations:
<TABLE>
<CAPTION>
                                                                 1999                1998
                                                      ---------------      ---------------
<S>     <C>    <C>    <C>    <C>    <C>    <C>
     Net income (loss) in accordance with
       Canadian GAAP                                  $   (2,044,866)      $     (483,872)

     Effects of differences in accounting for:
         Compensation expense(i)                             (21,000)              -
                                                      ---------------      ---------------

     Net income (loss)                                $   (2,065,866)      $     (483,872)

     Loss per share (ii)                              $        (0.18)      $        (0.05)

     Weighted average number of shares
       Outstanding under U.S. GAAP                        11,199,102            8,961,524
                                                      ===============      ===============
</TABLE>

     (i) Compensation expense:

         For  United  States  GAAP  purposes,  the  Company  has  elected  under
         Statement of Financial  Accounting  Standards No. 123,  "Accounting for
         Stock-Based  Compensation"  ("SFAS  123")  to  continue  to  apply  the
         intrinsic value based method of accounting for stock-based compensation
         under APB 25  "Accounting  for Stock  Issued to  Employees".  Under the
         intrinsic value based method, stock compensation is the excess, if any,
         of the quoted  market  value of the stock at the  measured  date of the
         grant over the amount an optionee must pay to acquire the stock.

         Under United States GAAP,  the issue of stock options to  non-employees
         is accounted  for under SFAS 123.  The fair value of the stock  options
         granted to non-employees  during the six months ended November 30, 1999
         was  estimated  using the  Black-Scholes  option-pricing  model and the
         following weighted-average  assumptions:  dividend yield 0.0%, expected
         volatility  70%,  risk-free  interest  rate 5.5% and  expected  average
         option  term of 3.5 years.  The fair value of the  options  granted was
         $0.09 per option. Accounting for the non-employee options on this basis
         would  result  in  recording   additional   compensation   expense  and
         additional paid-up capital of $21,000 (November 30, 1998 - $Nil).

     (ii)Earnings (loss) per share:

         Proforma  earnings (loss) per share gives retroactive  effect,  for the
         periods  presented,  to the exercise of the 11,000,000 Special Warrants
         and issuance of Common shares related to the reverse  take-over  (notes
         2).  The  Special   Warrants  are  considered  to  be  residual  equity
         securities. Under U.S. GAAP, the weighted average number of shares used
         in the  calculation  of  proforma  basic and fully  diluted EPS exclude
         performance  based Common  shares under the  Company's  Employee  Stock
         Bonus Plan (note 10(d)).

         Under U.S.  GAAP,  the  weighted  average  number of shares used in the
         calculation of diluted earnings (loss) per share would be calculated by
         the treasury stock method whereby it is assumed that proceeds  received
         from the Company from the exercise of dilutive  securities  are used to
         repurchase  outstanding  shares in the market. As the effect of options
         and common share purchase warrants are anti-dilutive,  diluted loss per
         share does not differ from basic loss per share.
<PAGE>
A-3

                      Interim Consolidated Financial Statements of

                      SOFTCARE EC.COM INC.

                      (Formerly International Savannah Ventures Ltd.)


                      Nine Months ended February 29, 2000

                      (Unaudited)



<PAGE>
<TABLE>
<CAPTION>
SOFTCARE Ec.COM INC.
(Formerly International Savannah Ventures Ltd.)
Interim Consolidated Balance Sheet
February 29, 2000 and May 31, 1999

                                                                             February 29,              May 31,
                                                                                     2000                 1999
                                                                              (unaudited)            (audited)
                                                                           --------------       --------------
<S>                                                                        <C>                  <C>
Assets

Current assets:
     Cash and cash equivalents                                            $     1,272,862       $      141,637
     Accounts receivable, net of allowance for
       doubtful accounts of $35,577 (May 31, 1999 - $23,917)                      178,967              252,376
     Note receivable                                                               36,803                   -
     Short term investments                                                     1,561,931                   -
     Inventory                                                                      5,000                5,000
     Prepaid expenses                                                               3,186                5,080
     Investment tax credits receivable (note 4)                                   174,607               50,231
                                                                           --------------       --------------
                                                                                3,233,356              454,324

Capital assets (note 5)                                                           209,974              129,492
                                                                           --------------       --------------

                                                                           $    3,443,330       $      583,816
                                                                           ==============       ==============

Liabilities and Shareholders' Equity

Current liabilities:
     Bank indebtedness                                                     $            -       $      155,000
     Accounts payable and accrued liabilities                                     173,596              283,228
     Advance from proposed acquiror (note 2)                                            -              250,000
     Current portion of long-term debt (note 6)                                    40,200               40,200
     Current portion of capital lease obligations (note 7)                         32,450               35,102
     Current portion of redeemable Class A preference shares (note 8)              30,000               30,000
     Deferred revenue                                                             101,670               91,115
                                                                           --------------       --------------
                                                                                  377,916              884,645

Long-term debt (note 6)                                                             6,700               36,850

Obligations under capital leases (note 7)                                          39,246               24,332

Redeemable Class A preference shares (note 8)                                      80,000              102,500
                                                                           --------------       --------------

                                                                                  503,862            1,048,327
                                                                           --------------       --------------

Shareholders' equity:
     Special warrants (note 9)                                                    151,467                  -
     Share capital (note 10)                                                    9,684,653            3,321,604
     Additonal paid-in capital                                                         -             1,279,753
     Unearned Employee Stock Bonus Plan (note 10(d))                           (1,279,975)          (1,279,975)
     Deferred compensation expense                                                     -              (861,533)
     Deficit                                                                   (5,616,677)          (2,924,360)
                                                                           --------------       --------------
                                                                                2,939,468             (464,511)
Uncertainty due to the Year 2000 Issue (note 11)

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

                                                                           $    3,443,330       $      583,816
                                                                           ==============       ==============
</TABLE>

See accompanying  notes to consolidated  financial  statements.

<PAGE>
SOFTCARE Ec.COM INC.
(Formerly International Savannah Ventures Ltd.)
Interim Consolidated Statement of Operations and Deficit

Nine months ended February 29, 2000 and February 28, 1999 (Unaudited)

                                             2000                 1999
                                        --------------       --------------
Revenue:
     Software sales                     $      315,620       $      493,328
     Consulting services                        62,602              122,041
     Training services                           9,454               20,023
     Maintenance fees                          127,322              128,838
     Interest income                            47,112                2,410
                                        --------------       --------------
                                               562,110              766,640


Expenses:
     Salaries and wages                      1,166,103              769,231
     Other compensation (note 10(b))           861,533                   -
     Selling                                    90,428              164,687
     General and administrative              1,082,674              625,339
     Amortization                               53,689               56,715
                                        --------------       --------------
                                             3,254,427            1,616,062
                                        --------------       --------------

Net loss                                    (2,692,317)            (849,422)

Deficit, beginning of period                (2,924,360)            (873,234)

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

Deficit, end of period                  $   (5,616,677)      $   (1,722,656)
                                        ==============       ==============

Earnings (loss) per share (note 12)     $        (0.19)      $        (0.09)
                                        ==============       ==============

See accompanying notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Interim Consolidated Statement of Cash Flows

Nine months ended February 29, 2000 and February 28, 1999 (Unaudited)

                                                                                     2000                 1999
                                                                           --------------       --------------
<S>                                                                        <C>                  <C>
Cash flow from operating activities:
     Net earnings (loss)                                                   $   (2,692,317)      $     (849,422)
     Items not involving cash:
         Amortization                                                              53,689               56,715
         Common stock issued for services                                         861,533                   -
       Changes in non-cash operating working capital:
         Accounts receivable                                                      521,926              (83,519)
         Note receivable                                                          (36,803)                  -
         Inventory                                                                     -                 4,708
         Prepaid expenses                                                         244,670              (48,224)
         Investment tax credit receivable                                        (124,376)             (50,108)
         Accounts payable and accrued liabilities                                (464,111)              27,545
         Deferred revenue                                                          10,555                3,137

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

Net cash used in operating activities                                          (1,625,234)            (939,168)

Cash flow from investing activities:
     Purchase of capital assets                                                  (134,171)             (47,887)
     Purchase of short term investments                                        (1,561,931)                  -
                                                                           --------------       --------------

Net cash used in investing activities                                          (1,696,102)             (47,887)

Cash flow from financing activities:
     Increase (decrease) in bank indebtedness                                    (155,000)             160,000
     Redemption of Class A preference shares                                      (22,500)             (22,500)
     Decrease in long-term debt                                                   (30,150)             (30,150)
     Increase in capital lease obligations                                         12,262                2,660
     Share purchase options exercised for cash                                     54,200                   -
     Common stock issued for cash                                               1,500,247                   -
     Warrants issued for cash on private placement,
         net of costs of $280,000 (note 9(c))                                   2,720,000                   -
     Warrants issued on reverse take-over, net of costs
        of $199,600 (note 2)                                                      373,502                   -
                                                                           --------------       --------------

Net cash provided by (used in) financing activities                             4,452,561              110,010
                                                                           --------------       --------------

Increase (decrease) in cash and cash equivalents                                1,131,225             (877,045)

Cash and cash equivalents, beginning of period                                    141,637            1,180,328
                                                                           --------------       --------------

Cash and cash equivalents, end of period                                   $    1,272,862       $      303,283
                                                                           --------------       --------------

Supplemental disclosure of non-cash financing and investing activities:
Issuance of warrants on reverse take-over for
  non-cash working capital (note 2)                                        $      586,814       $          -
Issuance of warrants on private placement for
  financing services rendered                                              $       41,223       $          -
Issuance of warrants on reverse take-over for
  services rendered                                                        $       66,132       $          -
Interest expense                                                           $       19,415       $       20,252

</TABLE>


See accompanying notes to consolidated financial statements.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 1

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------

1.   Operations:

     The Company was incorporated pursuant to the Company Act of the Province of
     British  Columbia  on March 30,  1981.  The  Company  changed its name from
     International  Savannah Ventures Ltd. to SoftCare EC.com Inc. ("EC.com") on
     June 10, 1999 prior to the reverse  take-over  as  described  in note 2. In
     conjunction with this transaction,  the Company changed its fiscal year end
     from March 31 to May 31.  Prior to the reverse  take-over,  the Company had
     been involved in mining exploration.

     EC.com and its subsidiaries  develop and market Electronic Data Interchange
     (EDI) software primarily to retailers,  financial and public  institutions,
     utilities, pharmaceuticals and wholesalers across Canada, the United States
     and Asia.  The  Company  also  develops  and markets  e-commerce  software,
     providing  licenses and support services to both domestic and international
     markets.

     The Company has experienced  operating  losses and negative cash flows from
     operations  and  has had to rely on debt  and  equity  financing  for  cash
     requirements for operations. The Company's ability to achieve profitability
     and  positive  cash flows from  operations  will depend upon its ability to
     continue to attract strategic corporate partners for development, marketing
     and  distribution,  and  sale of its  products  and on the  results  of its
     research and development activities.

     As at February  29,  2000,  the Company  had cash and cash  equivalents  of
     $1,272,862 and short-term  investments of $1,561,931.  Management  believes
     that the Company has sufficient cash and other working capital to carry out
     its operations during the next twelve months.


2.   Reverse take-over:

     On June 18, 1999,  EC.com  completed an agreement with the  shareholders of
     SoftCare  Electronic  Commerce Inc.  ("SoftCare")  pursuant to which EC.com
     issued   11,000,000   Special  Warrants  to  acquire  all  the  issued  and
     outstanding common shares of SoftCare (note 9). At the date of acquisition,
     EC.com had no substantive operations. As a result of this transaction,  the
     former  shareholders of SoftCare  acquired 88.8 percent of the Company as a
     group.  SoftCare  is  considered  the  accounting  acquirer  for  financial
     statement purposes. In conjunction with this transaction,  Softcare changed
     its fiscal year-end from December 31 to May 31.

     The  acquisition  has been accounted for as a reverse  take-over  using the
     purchase  method,  and  accordingly,   for  financial  statement  reporting
     purposes,  the net assets of  SoftCare  have been  included  in the balance
     sheet at book  values,  and the net assets of EC.com have been  recorded at
     fair market value at the date of acquisition.  The historical shareholders'
     equity give effect to the shares  issuable to the  shareholders of Softcare
     upon the exercise of the  11,000,000  Special  Warrants.  The  consolidated
     operations  of the Company for the nine months ended  February 28, 1999 are
     those of SoftCare and its  subsidiaries and exclude the accounts of EC.com.
     The results of EC.com were included from the date of acquisition,  June 18,
     1999.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 2

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------

2.   Reverse take-over (continued):

     The cost of the  acquisition  is  estimated  at the  fair  value of the net
     assets of EC.com acquired on June 18, 1999 and consists of:

     Cash                                                      $      73,102
     Accounts receivable                                             448,517
     Prepaid expenses                                                242,776
     Cash advances to SoftCare                                       500,000
     Accounts payable                                               (104,479)
                                                               --------------

                                                               $   1,159,916
                                                               ==============

3.   Significant accounting policies:

     (a) Basis of presentation:

         These consolidated  financial statements include the accounts of EC.com
         and its wholly-owned  subsidiary SoftCare,  and SoftCare's wholly owned
         subsidiaries,  SCC  Holdings  Ltd.,  SCEC  Holdings  Ltd.  and SoftCare
         Electronic  Commerce  (U.S.A.) Inc.,  collectively  referred to as "the
         Company".

         EC.com also owns 100 percent of Bus Holdings  Corporation,  an Anguilla
         company.  This  company is not  commercially  active,  has no assets or
         liabilities and has been effectively abandoned by the Company.

         All  intercompany  balances and  transactions  have been  eliminated on
         consolidation.

         The audited financial statements have been prepared in Canadian dollars
         in accordance with generally accepted  accounting  principles in Canada
         and generally conform with those establish in the United States, except
         as explained in note 14.

     (b) Use of estimates:

         The  preparation  of  the  financial   statements  in  conformity  with
         generally accepted  accounting  principles  requires management to make
         estimates and  assumptions  that affect the reported  amounts of assets
         and liabilities and disclosure of contingent assets and liabilities and
         reported amounts of revenues and expenses during the reporting  period.
         Significant areas requiring the use of estimates include estimating the
         recoverability  of  accounts  receivable  and  investment  tax  credits
         receivable and valuing equity instruments.  Actual results could differ
         from these estimates.

     (c) Cash and cash equivalents:

         Cash and  cash  equivalents  includes  short-term  investments  with an
         initial term of 90 days or less.

     (d) Short term investments:

         Short term  investments  are carried at the lower of cost or market and
         consist of investments in term deposits.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 3

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------

3.   Significant accounting policies (continued):

     (e) Revenue recognition:

         The Company's revenue  recognition  policy conforms to the Statement of
         Position 97-2,  Software  Revenue  Recognition,  issued by the American
         Institute  of  Certified  Public  Accountants.  A software  arrangement
         entered into by the Company may encompass multiple elements,  including
         the software license, consulting, training and annual maintenance fees.
         The total fee of a multiple  element  arrangement  is allocated to each
         element based upon its fair value.  Fair value is  established  through
         the Company's  policy to charge to customers the same price as when the
         element is sold separately. Unspecified upgrades or enhancements of the
         Company's  products are considered  maintenance and are recognized over
         the  contract  period.   Revenue  from  sales  made  to  re-sellers  is
         recognized  after  the  third-party  sale  occurs  and the  revenue  is
         determinable.  Consulting  services  offered  by the  Company  are  not
         considered essential to the functionality of the software  arrangement.
         As a result,  consulting  and training  revenues are  recognized as the
         work  is  performed.  Maintenance  contract  revenue  is  deferred  and
         recognized over the respective contract periods.

         Revenue from direct  product sales is  recognized  when the product has
         been delivered,  as no significant  obligations  remain, fees are fixed
         and determinable,  collectibility is probable,  and persuasive evidence
         of an arrangement exists.

         If sales of products are contingent  upon successful  installation  and
         subsequent  customer  acceptance,  revenue is recognized  upon customer
         acceptance.

     (f) Inventory:

         Inventory is valued at the lower of cost or net realizable value.

     (g) Capital assets:

         Capital assets are recorded at cost and depreciated using the declining
         balance method at the following annual rates:

                  Computer and testing equipment                        30%
                  Computer software                                    100%
                  Office equipment                                      20%
                  Office furniture                                      20%
                  Display booths                                        30%
                  Leasehold improvements                      Term of lease

         Computer  equipment  acquired  under capital leases is depreciated on a
         straight-line  basis over its estimated  economic life of approximately
         three years.

     (h) Translation of foreign currencies:

         Monetary assets and liabilities  denominated in foreign currencies have
         been  translated  into  Canadian   dollars  at  the  rate  of  exchange
         prevailing  at the  balance  sheet  date  and  non-monetary  items  are
         translated  at rates of exchange in effect when the assets are acquired
         or  obligations  incurred.  Revenue and expense items are translated at
         the average rate of exchange for the period. Foreign exchange gains and
         losses are included in income.

         The  temporal  method  has been used to  translate  integrated  foreign
         subsidiary operations.

<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 4

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------

3.   Significant accounting policies (continued):

      (i)Refundable investment tax credits:

         Refundable  investment tax credits  resulting from eligible  Scientific
         Research and  Experimental  Development  expenditures are recorded as a
         reduction of related costs in the period in which they are incurred.

      (j)Research and development costs:

         Research costs are expensed as incurred.  Development costs are charged
         to  expense  as  incurred  unless  the  development  project  meets the
         criteria under generally  accepted  accounting  principles for deferral
         and amortization. The Company has not deferred any development costs to
         date.

      (k)Impairment of long-lived assets:

         The Company monitors the recoverability of long-lived assets, including
         capital and intangible  assets based upon estimates  using factors such
         as future asset utilization, business climate and future non-discounted
         cash flows  expected to result from the use of the related assets or to
         be realized on sale.  The  Company's  policy is to write down assets to
         their net  recoverable  amount in the period when it is likely that the
         carrying amount of asset will not be recovered.

     (l) Employee Stock Bonus Plan

         Equity instruments  contributed to the Plan by the Company are recorded
         at their estimated  market value at the date of their  contribution and
         are  recorded  as a credit in  shareholders'  equity.  A contra  equity
         account is recognized until  allocations to participants are considered
         compensation expense.

         Compensation expense is recognized in the period when it is likely that
         performance  criteria will be met and the equity instruments  allocated
         to participants will be released.

4.   Investment tax credits receivable:

     Management  has estimated and filed for  refundable  investment tax credits
     relating to the Company's  eligible  scientific  research and  experimental
     development  pursuant to the Canadian Income Tax Act. The refundable  taxes
     have been recorded as a reduction of the Company's wages expense and are as
     follows:


                                              February 29,              May 31,
                                                      2000                 1999
                                              ------------         ------------
                                              $    174,607         $     50,231
                                              ============         ============

<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 5

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------

4.   Investment tax credits receivable (continued):

     Any  adjustments  between the amounts  recorded and the amounts  ultimately
     realized will be recorded in the year they occur.

     During the period ended May 31, 1999, the Company  provided an allowance of
     $124,376  against the  investment tax credits  receivable.  During the nine
     months  ended  February  29,  2000,  the  Company  reinstated  $124,376  of
     investment tax credits receivable  following an assessment of the Company's
     claim by the governing agency  supporting the receipt by the Company of the
     entire claim.  The refundable  taxes reduced the Company's wages expense in
     the same period.

5.   Capital assets:

<TABLE>
<CAPTION>
                                                                             February 29,              May 31,
                                                                                     2000                 1999
                                             --------------------------------------------         ------------
                                                               Accumulated       Net book             Net book
                                                      Cost    amortization          value                value
                                             -------------    ------------    -----------         ------------
<S>                                          <C>              <C>             <C>                 <C>
     Computer and testing equipment          $     310,998    $    198,806    $   112,192         $     78,429
     Computer software                             110,119          52,905         57,214                5,035
     Office equipment                               22,986          11,924         11,062               10,347
     Office furniture                               36,560          17,884         18,676               21,972
     Display booth                                  21,755          16,551          5,204                6,715
     Leasehold improvements                          9,122           3,496          5,626                6,994
                                             -------------    ------------    -----------         ------------

                                             $     511,540    $    301,566    $   209,974         $    129,492
                                             =============    ============    ===========         ============
</TABLE>


6.   Long-term debt:

     The Company has a bank loan agreement with the Business Development Bank of
     Canada.  The agreement  contains certain covenants that impose  limitations
     restricting the Company's dividend-paying ability and changes in ownership.

     The bank loan is  repayable  with  variable  interest at 4% over the bank's
     prime rate and is secured by  substantially  all of the  Company's  assets.
     Royalties are also payable to the Bank based on the Company's  gross sales.
     Principal  repayments of $3,350 are due each month. The agreement  contains
     certain  covenants  that  impose  limitations   restricting  the  Company's
     dividend-paying ability and changes in ownership.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 6

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------

7.   Obligations under capital leases:

     The  following is a schedule of future  minimum lease  obligation  payments
     ending February 29, 2000 and May 31, 1999:


                                              February 29,           May 31,
                                                      2000              1999
                                               ------------     -------------
     2000                                      $        -       $     39,397
     2001                                           38,508            19,018
     2002                                           28,721             8,234
     2003                                            8,137                -
     2004                                            5,128                -
     2005                                            1,282                -
                                               ------------     -------------
                                                    81,776            66,649
     Less amount representing interest             (10,080)           (7,215)
                                               ------------     -------------

     Present value of minimum lease payments        71,696            59,434
     Less current portion                          (32,450)          (35,102)
                                               ------------     -------------

                                               $    39,246      $     24,332
                                               ============     =============


8.   Redeemable Class A preference shares:

     Authorized:

     225,000 Class A preference non-voting shares with a par value of $1 each


                                          Number of Class A
                                          preference shares            Amount
                                          -----------------     -------------

     Balance, May 31, 1998                          162,500     $     162,500
     Redemption of shares for cash                  (22,500)          (22,500)
                                               ------------     -------------

     Balance, February 28, 1999                     140,000           140,000
     Redemption of shares for cash                   (7,500)           (7,500)
                                               ------------     -------------

     Balance, May 31, 1999                          132,500           132,500
     Redemption of shares for cash                  (22,500)          (22,500)
                                               ------------     -------------

     Balance, February 29, 2000                     110,000           110,000
     Less current portion                           (30,000)          (30,000)
                                               ------------     -------------

                                                     80,000     $      80,000
                                               ============     =============


     Under an  agreement  between the Company and one of its  shareholders,  the
     Class A Preference shares are redeemed each month for cash consideration of
     between $nil and $10,000 based upon the Company's  gross  quarterly  sales.
     The Company has been  making  redemption  payments of $2,500 each month but
     may  at any  time  accelerate  the  redemption  payments.  The  shares  are
     convertible  into common voting  shares  should the Company  default on the
     required redemption payments.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 7

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------

9.   Special Warrants:

     During the period ended February 29, 2000, the Company issued the following
     special warrants for cash and other consideration:
<TABLE>
<CAPTION>
                                                                                Number of                 2000
                                                                                 Warrants               Amount
                                                                             ------------         ------------
<S>                                                                            <C>                <C>
       Special Warrants issued on acquisition (a)                              11,000,000         $  1,159,916
       Special Warrants issued for services rendered (b)                           51,666               66,132
       Warrants issued in private placement, net of costs (c)                   2,000,000            2,678,777
       Agent's Special Warrants (d)                                               196,300               41,223
       Issuance costs on reverse take-over                                                            (265,732)
                                                                             ------------         ------------

                                                                               13,247,966         $  3,680,316

       Special Warrants exercised for Common Shares,
          net of issuance costs (a)                                           (11,000,000)            (894,184)
       Special Warrants exercised for Common Shares (b)                           (51,666)             (66,132)
       Special Warrants exercised for Common Shares,
          net of issuance costs (c)                                            (2,000,000)          (2,518,050)
       Share Purchase Warrants issued on exercise of Special
          Warrants (c)                                                          2,000,000                 -
       Share Purchase Warrants exercised for
          Common Shares                                                          (591,600)             (47,543)
       Agent's Special Warrants exercised for
          Common Shares                                                           (14,000)              (2,940)
                                                                             ------------         ------------

       Warrants outstanding, February 29, 2000                                  1,590,700         $    151,467
                                                                             ============         ============


       At February 29, 2000 warrants outstanding consisted of:

       Share Purchase Warrants, net of costs (c)                                1,408,400         $    113,184
       Agent's Special Warrants (d)                                               182,300               38,283
                                                                             ------------         ------------

                                                                                1,590,700         $    151,467
                                                                             ============         ============
</TABLE>

     (a) The Company issued  11,000,000  Special Warrants in exchange for all of
         the  issued  and  outstanding  common  shares  of  Softcare  Electronic
         Commerce Inc.  pursuant to the reverse  takeover  agreement  effective,
         June 18, 1999 (Note 2). Each of the Special Warrants is exercisable for
         one common share, without any additional consideration.

         Of the  11,000,000  warrants  issued,  10,000,000  were  issued  to the
         existing  shareholders  of Softcare  pursuant  to the reverse  takeover
         transaction.  During the period,  each of these 10,000,000 warrants was
         exercised  for one common  share of the Company.  The common  shares so
         issued are subject to a voluntary  pooling  agreement,  which restricts
         the transfer or sale by the holders.

         The  remaining  1,000,000  warrants  were  issued to the SESB  Trust to
         provide for Employee Bonus Shares upon exercise of such  warrants.  Two
         of the  Directors of the Company are also the Trustees of the Trust and
         may only release such shares from the Trust to employees in  accordance
         with regulatory approval and certain performance  criteria  established
         (note 10(d)).
<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 8

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------

9.   Special Warrants (continued):

      (b)The  Company  issued  51,666  Special  Warrants  as a finder's  fee and
         corporate advisory fee upon completion of the reverse takeover. Each of
         the warrants has been exercised,  without any additional consideration,
         for one  common  share  of the  Company.  The  value  of the  services,
         $66,132,  is  included  in the  issuance  costs  related to the reverse
         take-over.

     (c) The Company  issued  2,000,000  Special  Warrants for gross proceeds of
         $3,000,000 cash pursuant to a broker-assisted private placement.  Costs
         incurred to effect the private placement include a $280,000  commission
         and  196,300  agent  warrants  issued  valued at  $41,223  (note  9(d))
         resulting  in net proceeds of the  offering of  $2,678,777.  During the
         period, each Special Warrant was exercised, at no additional cost, into
         one Common share and one Share Purchase Warrant,  which is transferable
         upon regulatory  approval.  The equity component of the Special Warrant
         offering was valued,  net of costs,  at  $2,518,050  and is included in
         other paid-in capital as a separate component of shareholder's  equity.
         The value assigned to the underlying  warrants of the Special  Warrants
         offering  was  valued,  net of costs,  at  $160,727  and is included in
         warrants as a separate component of shareholders' equity.

         Each Share Purchase Warrant received upon exercise of a Special Warrant
         is exercisable for a period of one year from June 18, 1999, and entitle
         the holder to purchase  one Common share at a price of $2.50 cash until
         June 18,  2000 at which  time they  will  expire.  Notwithstanding  the
         foregoing,  if at any time before the expiry date, the Common shares of
         the  Company  trade on any  securities  exchange  over a period  of ten
         consecutive  trading days at a weighted  average price of not less than
         $3.00 per Common  share,  then at the option of the Company,  any Share
         Purchase  Warrant not exercised within 30 days of written notice to the
         holder by the Company will expire. During the period ended February 29,
         2000,  591,600 of these Share  Purchase  Warrants  were  exercised  for
         591,600 Common shares of the Company.

     (d) The  Company  issued  196,300  Agent's  Special  Warrants as part of an
         agency  agreement  with  respect to the brokered  private  placement of
         2,000,000  Special  Warrants.  Each  Agent's  Special  Warrant has been
         exercised,  without  any  additional  consideration,  for  one  Agent's
         Warrant.  Each Agent's  Warrant is exercisable  for one common share of
         the  Company at $1.50 cash per share for a period of one year from June
         18, 1999. One half of the Agent's Warrants and/or shares are subject to
         resale  restrictions which expire three months from the date the shares
         become  tradable  free from hold periods.  The  estimated  value of the
         warrants, $41,223, is included in issuance costs related to the private
         placement.  During the period ended  February 29, 2000,  14,000 Agent's
         Warrants were exercised for 14,000 Common shares of the Company.



<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 9

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------

10.  Share capital:

     (a)  Authorized:

         100,000,000 common voting shares without par value.

     (b) Issued and outstanding Common shares:
<TABLE>
<CAPTION>
                                                                                Number of
                                                                            common shares               Amount
                                                                            -------------          -----------
<S>                                                                             <C>             <C>
       Balance, December 31, 1998                                               8,961,526       $    2,012,059
       Issuance of shares to an employee for services rendered                     38,470               29,545
       Issuance of shares to Employee Stock Bonus
          Plan (note 10(d)).                                                      999,998            1,280,000
                                                                              -----------          -----------

       Balance, May 31, 1999                                                    9,999,994            3,321,604
                                                                              -----------          -----------

       Issuance of shares for services rendered                                 1,000,006            1,280,000
       Adjustments to effect June 18, 1999 reverse
       takeover accounting (note 2):
           Issued share capital of
             SoftCare Electronic Commerce Inc.                                (11,000,000)
           Issuance of share capital of the Company                             1,391,428
       Issuance of shares for exercise of stock options                            33,334               54,200
                                                                              -----------          -----------
       Issuance of shares for exercise of Special Warrants                     13,051,666            3,478,366
       Issuance of shares for exercise of Share Purchase
         Warrants                                                                 591,600            1,526,543
       Issuance of shares for exercise of Agent's Warrants                         14,000               23,940

     Balance, February 29, 2000                                                15,082,028          $ 9,684,653
                                                                              ===========          ===========
</TABLE>
         Prior to and in anticipation of the reverse take-over transaction (note
         2), options to acquire  1,000,006  Common shares of SoftCare  valued at
         $1,280,000 were granted to employees. The options were only exercisable
         concurrent  with the completion of any reverse take over, sale or other
         disposition  of the share of the  Company  that  occurred  on or before
         September 30, 1999, their expiry date. The options were granted in lieu
         of salary and were given in exchange for general financing  services to
         be performed over a five month period ended  September 11, 1999.  These
         options were  exercised on the June 14, 1999 for cash proceeds of $247.
         The excess value of Common  shares over cash received has been recorded
         as  compensation  expense  in the  consolidated  financial  statements.
         Furthermore,  999,998  Common  shares  also valued at  $1,280,000  were
         issued to the SESB Trust  (note 9(a)) for cash  proceeds of $25.  These
         shares were exchanged for Special Warrants (note 9(a)).
         During the nine months ended  February 29, 2000,  23,334 stock  options
         held by a former  Director  and a former  Officer were  exercised  into
         23,334  Common  shares at a price of $1.68 cash per Common  share,  and
         10,000 stock options held by a consultant  were  exercised  into 10,000
         Common shares at a price of $1.50 cash per Common share.


<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 10

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------

10.  Share capital (continued):
     (c) Stock options:
<TABLE>
<CAPTION>
                                                       Number of            Exercise           Expiry
                                                         Options               Price            Date
                                                       ----------       ------------    --------------------

<S>                                                    <C>              <C>             <C>
         Balance, February 28, 1999                       90,000            $1.68            May, 2002 and
                                                                                              January, 2003
         Options exercised                               (33,333)           $1.68
                                                       ----------       ------------    --------------------

         Balance, May 31, 1999                            56,667

         Options granted:
              Granted to directors and employees
                of SoftCare                              444,503            $6.07               April, 2004
              Granted to directors, officers,
                employees and consultants              1,350,000            $1.50-      April 2004, November
                                                                                3.90    2004, February  2005
         SoftCare options cancelled on reverse
           take-over (i)                                (197,557)           $(6.07)
         Options cancelled (i)                          (100,000)           $1.50
         Options exercised (i) (ii) and (b)             (563,613)       $1.50 - 1.68
                                                       ----------       ------------    --------------------

         Balance, February 29, 2000                      990,000
                                                       ==========
</TABLE>

         (i)  800,000 stock  options,  exercisable  at a price of $1.50 cash per
              Common share, were granted to Directors of the Company in exchange
              for 197,557  stock options of SoftCare on June 18, 1999 as part of
              reverse take-over  agreement (note 2). The stock options expire in
              April,  2004.  None of these  options  were  exercised  during the
              period ended November 30, 1999. 250,000 stock options were granted
              and exercised by officers, directors, and a consultant on June 18,
              1999.  Each option was  exercisable at a price of $1.50 per Common
              share. On February 1, 2000, 100,000 stock options,  exercisable at
              a price of $1.50 cash per Common share, were granted to a Director
              of the Company. These stock options expire February, 2005. None of
              these options were exercised  during the period ended February 29,
              2000.

              100,000 stock  options,  exercisable  at a price of $1.50 cash per
              Common  share,  were  granted  to  an  individual  pursuant  to  a
              consulting  agreement.  These  options were not exercised and were
              cancelled by mutual  consent.  A further  100,000  stock  options,
              exercisable at a price of $1.50 per Common share,  were granted to
              a consultant. The stock option agreement expires in November, 2004
              or earlier if the consulting  contract is terminated prior to that
              date. 10,000 of these options were exercised on February 15, 2000.

         (ii) 306,667 stock  options,  exercisable  at prices  between $1.50 and
              $1.68 cash per Common share,  were exercised during the six months
              ended November 30, 1999.  283,333 were exercised for common shares
              of SoftCare and exchanged for Special Warrants.
<PAGE>
SOFTCARE EC.COM INC.
(Formerly International Savannah Ventures Ltd.)
Notes to Interim Consolidated Financial Statements, page 11

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------

10.  Share capital (continued):

     (d) Employee Stock Bonus Plan:

         The Company established a non-leveraged  Employee Stock Bonus Plan (the
         "Plan") in 1999  covering  directors,  officers and  employees who have
         completed  six months or more service  with the  Company.  Prior to the
         reverse  take-over  transaction  (note  2)  999,998  Common  shares  of
         SoftCare were  contributed to the Plan for $25 cash.  These shares were
         exchanged   for  999,998   Common  shares  of  the  Company  which  are
         exercisable  into 999,998 Common Shares of the Company.  As at February
         29, 2000,  187,030 Special  Warrants which are exercisable into 187,030
         Common shares of the Company, valued at $1.28 per share, were allocated
         to  employees.  Release of these shares to employees are subject to the
         Company meeting a revenue target of $4,000,000. No compensation expense
         has  been  recognized  in  the  accounts  as  it  is  not  likely  that
         performance  criteria  established for the release of these shares will
         be met.

         Vesting terms of  participant  allocated  shares are  determined by the
         Board of Directors but is generally  contingent on revenue targets, and
         for certain employees, also sales quotas, being achieved.

11.  Uncertainty due to the Year 2000 Issue:

     The Year 2000 issue is the result of computer  programs being written using
     two digits rather than four to define the applicable  year.  Date-sensitive
     systems may recognize  the year 2000 as 1900 or some other date,  resulting
     in errors when information using year 2000 dates is processed. In addition,
     similar  problems  may  arise in some  systems  which  use the date 1999 to
     represent  something other than a date. The Company has made all reasonable
     efforts to ensure the Company is not vulnerable to problems  related to the
     Year  2000  Issue.  Although  the  change in date has  occurred,  it is not
     possible  to  conclude  that all  aspects  of the Year 2000  Issue that may
     affect the Company,  including  those related to customers,  suppliers,  or
     other third parties have been fully resolved.



12.  Earnings (loss) per share:

     Basic  earnings  (loss) per share  computations  are based on the  weighted
     average number of shares outstanding during the period.

     In accordance with the reverse take-over  agreement (note 2), EC.com issued
     11,000,000  Special  Warrants,  each of which is exercisable for one Common
     share. No Common shares were issued to effect the transaction.  The Special
     Warrants  were  exercised  for Common  shares in November  1999.  Generally
     accepted accounting  principles require that earnings (loss) per share, for
     periods prior to a reverse take-over  transaction,  be calculated using the
     number of common shares  issued by the legal parent  (EC.com) to effect the
     transaction on the date it occurred.
<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 12

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------

12.  Earnings (loss) per share (continued):

     Proforma  earnings per share  calculations  below, for the years presented,
     give retroactive  effect to the exercise of the 11,000,000 Special Warrants
     and the issuance of the Common shares at the reverse take-over  transaction
     date:


                                                  Nine months      Nine months
                                                        Ended            Ended
                                                 February 29,     February 28,
                                                         2000             1999
                                                 ------------     ------------

     Proforma basic loss per Common
         share (note 3(l) )                       $     (0.19)     $     (0.09)

     Weighted average number of Common
       shares used in proforma basic loss
       per share calculation                       14,227,491        8,961,526
                                                   ==========       ==========


     990,000  stock  options  (note  10) and  1,590,700  warrants  (note  9) are
     anti-dilutive  for the  nine-months  periods  ended  February 29, 2000 and,
     accordingly,  proforma  fully  diluted  loss per share does not differ from
     proforma basic loss per share for the periods presented.


13.  Adoption of new accounting standard:

     The Company  adopted CICA Handbook  Section 1540,  Cash Flow Statements for
     the period ended  February 29. The  provisions  were applied  retroactively
     with restatement of prior period financial statements.  Under Section 1540,
     non-cash investing and financing activities are excluded from the statement
     of cash  flows  and  are  disclosed  as  supplementary  information  to the
     Consolidated Statements of Cash Flows.



14.  United States generally accepted accounting principles:

     These  consolidated  financial  statements have been prepared in accordance
     with generally accepted accounting  principles in Canada ("Canadian GAAP"),
     which  differ in certain  respects  with  accounting  principles  generally
     accepted  in  the  United  States  ("U.S.   GAAP").   Material  measurement
     differences to these consolidated financial statements are as follows:


<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 13

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------


14.  United States generally accepted accounting principles (continued):

     Consolidated statement of operations:
<TABLE>
<CAPTION>
                                                              1999                 1998
                                                    --------------       --------------
<S>                                                 <C>                  <C>
     Net income (loss) in accordance with
       Canadian GAAP                                $   (2,692,317)      $     (849,422)

     Effects of differences in accounting for:
         Compensation expense(i)                           (21,000)              -
                                                    --------------       --------------

     Net income (loss)                              $   (2,713,317)      $     (849,422)

     Loss per share (ii)                            $        (0.20)      $        (0.05)

     Weighted average number of shares
       Outstanding under U.S. GAAP                      13,227,491            8,961,524
                                                    ==============       ==============
</TABLE>

     (i) Compensation expense:

         For  United  States  GAAP  purposes,  the  Company  has  elected  under
         Statement of Financial  Accounting  Standards No. 123,  "Accounting for
         Stock-Based  Compensation"  ("SFAS  123")  to  continue  to  apply  the
         intrinsic value based method of accounting for stock-based compensation
         under APB 25  "Accounting  for Stock  Issued to  Employees".  Under the
         intrinsic value based method, stock compensation is the excess, if any,
         of the quoted  market  value of the stock at the  measured  date of the
         grant over the amount an optionee must pay to acquire the stock.

         Under United States GAAP,  the issue of stock options to  non-employees
         is accounted  for under SFAS 123.  The fair value of the stock  options
         granted to non-employees during the nine months ended February 29, 2000
         was  estimated  using the  Black-Scholes  option-pricing  model and the
         following weighted-average  assumptions:  dividend yield 0.0%, expected
         volatility  70%,  risk-free  interest  rate 5.5% and  expected  average
         option  term of 3.5 years.  The fair value of the  options  granted was
         $0.09 per option. Accounting for the non-employee options on this basis
         would  result  in  recording   additional   compensation   expense  and
         additional paid-up capital of $21,000 (February 28, 1999 - $Nil).

     (ii)Earnings (loss) per share:

         Proforma  earnings (loss) per share gives retroactive  effect,  for the
         periods  presented,  to the exercise of the 11,000,000 Special Warrants
         and issuance of Common shares related to the reverse  take-over  (notes
         2).  The  Special   Warrants  are  considered  to  be  residual  equity
         securities. Under U.S. GAAP, the weighted average number of shares used
         in the  calculation  of  proforma  basic and fully  diluted EPS exclude
         performance  based Common  shares under the  Company's  Employee  Stock
         Bonus Plan (note 10(d)).

<PAGE>
SOFTCARE EC.COM INC.
(formerly International Savannah Ventures Ltd.)
Notes to Consolidated Financial Statements, page 14

Nine months ended February 29, 2000 (Unaudited)
--------------------------------------------------------------------------------

14.  United States generally accepted accounting principles (continued):

         Under U.S.  GAAP,  the  weighted  average  number of shares used in the
         calculation of diluted earnings (loss) per share would be calculated by
         the treasury stock method whereby it is assumed that proceeds  received
         from the Company from the exercise of dilutive  securities  are used to
         repurchase  outstanding  shares in the market. As the effect of options
         and common share purchase warrants are anti-dilutive,  diluted loss per
         share does not differ from basic loss per share.


15.  Subsequent events:

     On March 29, 2000, the Company issued 1,459,000 special warrants at a price
     of  $3.75  per  Special  Warrant  pursuant  to  a  broker-assisted  private
     placement.   Each  Special  Warrant  was  immediately  exercised,   for  no
     additional consideration, into a unit consisting of a share and one-half of
     a share purchase  warrant.  Each whole share purchase  warrant entitles the
     holder to purchase  one common share of the Company at a price of $4.25 per
     share. In consideration for the services to be provided by the Agents,  the
     Company has agreed to pay the Agents a cash  commission  of 8% of the gross
     proceeds of the sale of the Special Warrants plus Agents' Warrants equal to
     10% of the  number of  Special  Warrants  sold.  Each  Agent's  Warrant  is
     exercisable for one common share for $3.75 per share.

     The Company  reached an agreement  to acquire a 100%  interest of Financial
     Management Group LLC on April 13, 2000. To facilitate this transaction, the
     Company immediately issued 100,000 common shares of the Company. The shares
     will be placed in trust pursuant to a voluntary  pooling agreement and will
     not be  released  to the vendor for a period of two years.  The vendor will
     also receive an additional 95,000 Common shares of the Company,  subject to
     the same pooling agreement,  upon the successful development and completion
     of a new asset called the OpenEC Credit  Counselling Portal ("OCC Portal").
     If the new OCC Portal achieves  recurring  revenue of US$300,000 per month,
     an  additional  55,000  Common  shares of the Company will be issued to the
     vendor.  If the new OCC Portal achieves  recurring  revenue of US$1,000,000
     per month,  a further 50,000 Common shares of the Company will be issued to
     the  vendor.  The  shares to be issued  based on  revenue  targets  are not
     subject to any pooling agreement.

     Subsequent to February 29, 2000,  between March 1, 2000 and April 25, 2000,
     205,400 common shares were issued on the exercise of 205,400 Share Purchase
     Warrants  at a price of $2.50 per common  share.  During  the same  period,
     12,200 common shares were issued on the exercise of 12,200 Agent's Warrants
     at a price of $1.50 per Common Share.