Exhibit 99- 6f
This is the form of a material change report required under Section 85(l) of the
Securities Act.
                                    FORM 27

                        BRITISH COLUMIBIA SECURITIES ACT

             MATERIAL CHANGE REPORT UNDER SECTION 85(l) OF THE ACT

NOTE:    This form is intended as a guideline. A letter or other document may be
         used if the substantive requirements of this form are complied with.

NOTE:    Every report  required to be filed under Section 85(l) of the Act shall
         be sent to the  Commission in an envelope  addressed to the  Commission
         and marked "Continuous Disclosure".

NOTE:    WHERE THIS REPORT IS FILED ON A CONFIDENTIAL BASIS PUT AT THE BEGINNING
         OF THE  REPORT  IN BLOCK  CAPITALS  "CONFIDENTIAL  - SECTION  85",  AND
         EVERYTHING  THAT IS REQUIRED TO BE FILED SHALL BE PLACED IN AN ENVELOPE
         ADDRESSED TO THE SECRETARY OF THE COMMISSION MARKED "CONFIDENTIAL".

Item 1.  Reporting  Issuer

         State the full name and  address of the  principal  office in Canada of
         the reporting issuer:

         Softcare  EC.Com,  Inc. (the "Company")
         Suite 107 - 980 West 1st Street
         North Vancouver, BC V7P 3N4

Item 2.  Date of  Material  Change

         February 24, 2000

Item 3.  Press Release

         The  Press  Release  dated  February  24,  2000  was  disseminated  and
         forwarded to the Canadian Venture Exchange by the Company.

         A copy of the Press Release is attached as Schedule "A".

Item 4.  Summary of Material Change

         The Company  announced the  acquisition of FMG Consulting, a Nevada LLC
         (Financial  Management  Group).

Item 5.  Full  Description  of Material  Change

         Supplement the summary  required under item 4 with the disclosure which
         should be  sufficiently  complete to enable a reader to appreciate  the
         significance of the

                                      -1-



<PAGE>



         material change without  reference to other material.  Management is in
         the best  position to  determine  what facts are  significant  and must
         disclose those facts in a meaningful manner. See also item 7.

         The  description  of the  significant  facts  relating to the  material
         change will  therefore  include  some or all of the  following:  dates,
         parties, terms and conditions,  description of any assets,  liabilities
         or capital affected,  purpose,  financial or dollar values, reasons for
         the  change,  and a  general  comment  on the  probable  impact  on the
         reporting  issuer or its  subsidiaries.  Specific  financial  forecasts
         would not normally be required to comply with this form.

         The above list merely described examples of some of the facts which may
         be  significant  The list is not intended to be inclusive or exhaustive
         of the information required in any particular situation.

         For a full description of the material  change,  see Schedule "A".

Item 6. Reliance on Section 85(2) of the Act

         If the report is being  filed on a  confidential  basis in  reliance of
         Section 85(2) of the Act, state the reasons for such reliance.

         INSTRUCTION:

         Refer to Section 85(3) of the Act concerning continuing  obligations in
         respect of reports filed pursuant to this subsection.

         Not Applicable.

Item 7.  Omitted Information

         In certain  circumstances  where a material  change has  occurred and a
         material change report has been or is about to be filed but s. 85(3) of
         the  Act  will no  longer  be  relied  upon,  a  reporting  issuer  may
         nevertheless  believe one or more significant facts otherwise  required
         to  be  disclosed  in  the  material   change   report   should  remain
         confidential and not be disclosed or not be disclosed in full detail in
         the material change report.

         State  whether  any  information  has been  omitted  on this  basis and
         provide  the  reasons for any such  omission  in  sufficient  detail to
         permit the Commission to exercise its discretion  pursuant to s. 169(3)
         of the Act.

         The reasons for the  omission  may be  contained  in a separate  letter
         filed as provided in section 153 of the Securities Rules.

         Not Applicable.

                                      -2-



<PAGE>



Item 8.  Senior Officers

         The  following  Senior  Officer of the Company is  available  to answer
         questions regarding this report:

         Martyn A. Armstrong,  President
         Suite 107 - 980 West 1st Street
         North  Vancouver,  BC V7P 3N4
         Phone:  (604)983-8083

Item 9.  Statement of Senior Officer

         The  foregoing  accurately  discloses the material  change  referred to
         herein.

Dated at North Vancouver, BC, this 28th day of February, 2000.



                                        SOFTCARE EC.COM INC,

                                        Per:


                                        "Martyn A. Armstrong"
                                        -----------------------------------
                                        Martyn A. Armstrong
                                        President and Director




                                      -3-



<PAGE>
                                  SCHEDULE "A"

(COMPANY LETTERHEAD)

                                                       Shares Issued: 14,466,428
                                                       Fully Diluted: 17,562,728
                                                                Symbol: SCE-CDNX
                                                                        NR-00-09

                                  SCHEDULE "A"

                  SOFTCARE EC.COM ANNOUNCES THE ACQUISITION OF
                        FINANCIAL MANAGEMENT GROUP LTD.

          - Company to Expand Business-to-Business Portal Expertise -

North Vancouver,  British  Columbia,  February 24, 2000 - SoftCare EC.Com,  Inc.
("SoftCare"),  www.soffcare.com,  announces the acquisition of FMG Consulting, a
Nevada LLC (Financial  Management Group).  This acquisition will strengthen both
SoftCare  and FMG's  ability  to  provide  their  customers  with  leading  edge
technologies.

FMG provides software solutions to the credit counseling  industry in the United
States. FMG's proprietary  software,  Credisolv,  is the leading software in the
industry   designed   to  help   credit   counseling   organizations   eliminate
administrative  burden,  generate cost savings,  and improve  productivity.  The
purchase of FMG will allow  SoftCare  to create a Net Market  Maker to operate a
credit counseling vertical portal. This venture will provide ongoing transaction
fees to  SoftCare.  In addition,  this portal will be  connected  to  SoftCare's
Payment  Portal to produce  value-added  benefits to customers of the Creditsolv
credit counseling portal.

FMG  founders,  Ross and  Cherlynne  Casabonne  will  continue at the Company to
further design,  develop,  market and implement the Creditsolv credit counseling
portal.  Their  wealth of  experience  in the credit  counseling  industry  will
provide a valuable  asset and  contribute  significantly  to the  success of the
Creditsolv credit counseling portal.

"The U.S. credit counseling industry with its myriad of administrative documents
is  perfectly  matched  to  the  benefits  of  SoftCare's  OpenEC  (R)  Business
Relationship  Management  Center for the  transmission of documents and services
over the internet," said Martyn Armstrong, President and CEO of SoftCare EC.com.
"With our  experience  in  transaction  processing,  we will have the ability to
streamline processing of documents,  reduce costs, and increase efficiency. With
FMG, we see the  distinct  opportunity  to expand our B2B portal expertise into
new vertical markets."

Currently,  there are over 2,500 credit counseling  agencies  nationwide with an
average of over 1,500 clients per agency. These organizations require a solution
for the transmission of services and documents. Driving the growth of the credit
counseling  industry is the  anticipated new bankruptcy laws to be introduced in
the United States.  Under the revised law, the new rules will require  consumers
who file for bankruptcy to undergo an evaluation and/or credit counseling before
they  can  declare  bankruptcy.  The  need to have a  network  of  providers  to
accommodate  the high demand from  consumers  will trigger the creation of a new
breed of providers.  SoftCare EC.com  anticipates that these providers will come
from  the  independent   bankruptcy  attorneys,   independent   accountants  and
bookkeepers,  independent  tax  preparers  and  large  chains  of tax  preparing
organizations. The ability to streamline the processing of documents that occurs
monthly  between  the  debtor,  agency  and  creditor  is  key to  reducing  the
administrative burden.

Completion   of  the   transaction   is  subject  to  execution  of   definitive
documentation,  financing and all regulatory  approvals.  In order to facilitate
this  transaction,  SoftCare  will issue  300,000  common  shares,  based on the
following schedule:  100,000 shares are transferred  immediately.  95,000 shares
are  transferred  upon  completion of the first phase of the  Creditsolv  Credit
Counseling  Portal.  55,000  shares  are  issuable  upon the  Creditsolv  Credit
Counseling Portal itself generating an additional $US 300,000 in recurring



<PAGE>



monthly revenue to the Company.  The additional  50,000 shares are issuable when
recurring monthly revenues generated by the portal achieve $US 1,000,000.

About SoftCare

SoftCare develops business  relationship  management software allowing companies
to conduct  business-to-business  e-commerce  and the  creation of B2B  industry
portals.  Our e-business  management software is open and scaleable allowing for
the integration with existing and future technologies,  lowering operating costs
and streamlining the supply chain while delivering benefits to all your business
e-trading relationships.


On Behalf of the Board of Directors



Clive Massey
Investor Relations


For More Information Contact:


Clive Massey                            Joanna Longo
SoftCare EC.Com Inc.                    The Equicom Group Inc.
604 983 8083 tel                        416 815 0700 tel
604 983 8056 fax                        416 815 0080 fax
cmassey@softcare.com                    jlongo@equicomgroup.com

 SoftCare EC.com, Inc. Suite 107-980 West 1st Str, North Vancouver, BC V7P 3N4
       Tel: (604) 983-8083 Fax: (604) 983-8056 Toll Free: 1-888-SOFTCARE
                                www.softcare.com



Statement for use under  securities laws generally in Canada,  the United States
and elsewhere,  and  particularly  under the USA Private  Securities  Litigation
Reform Act of 1995:  Some  information in this release that involves  SoftCare's
expectations,  beliefs,  hopes,  plans,  intentions or strategies  regarding the
future are forward-looking statements that involve risks and uncertainties.  All
forward-looking  statements  included in this release are based upon information
available to SoftCare as of the date of the release, and we assume no obligation
to  update  any  such  forward-looking   statement.  These  statements  are  not
guarantees of future performance and actual results could differ materially from
our  current  expectations.  Factors  that  could  cause or  contribute  to such
differences  include,  but are not limited to, delays in development or shipment
of new versions of the Creditsolv Credit Counseling application,  lack of market
acceptance of the Creditsolv  Credit  Counseling Portal or other new products or
services; inability to continue to develop competitive new products and services
on  a  timely  basis;   introduction  of  new  products  or  services  by  major
competitors; and our ability to attract and retain qualified employees.