SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB/A
(Mark One)

         [X]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended          September 30, 1999
                                                 -------------------------------

         [  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT

              For the transition period from                   to

                  Commission file number             0-18109

                            BCAM INTERNATIONAL, INC.

        (Exact name of small business issuer as specified in its charter)

              New York                                   13-3228375
    (State or other jurisdiction of                   (I.R.S. Employer
     incorporation or organization)                   Identification No.)

                1800 Walt Whitman Road, Melville, New York 11747
                    (Address of principal executive offices)

                                 (516) 752-3550
                           (Issuer's telephone number)

                          Not applicable (Former name,
                former address and former fiscal year, if changed
                               since last report.)


     Check  whether  the issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements for the past 90 days. YesX
No

     Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes ___ No X

     As of November 19, 1999, the Company has 38,904,975 shares of Common Stock,
262,884 shares of Series A Convertible  Acquisition  Preferred  Stock and 79,826
shares of Series B Convertible Acquisition Preferred Stock outstanding.

     Transitional Small Business Disclosure Format (check one): Yes ____ No X
<PAGE>

                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>


                                                                                                                    PAGE
                                                                                                                    -----

Part I - Financial Information

Item 1.       Financial Statements

<S>                                                                                                                <C>
              Condensed Consolidated Balance Sheets
              September 30, 1999 (Unaudited) and December 31, 1998                                                   F-2

              Condensed Consolidated Statements of Operations
              Nine and Three Months Ended September 30, 1999 and 1998 (Unaudited)                                    F-3

              Condensed Consolidated Statement of Stockholders' Deficiency
              Nine Months Ended September 30, 1999 (Unaudited)                                                       F-4

              Condensed Consolidated Statements of Cash Flows
              Nine Months Ended September 30, 1999 and 1998 (Unaudited)                                              F-5

              Notes to Condensed Consolidated Financial Statements (Unaudited)                                      F-6/14

Item 2.       Management's Discussion and Analysis or Plan of Operation                                              15/17


Part II - Other Information

Item 1.       Legal Proceedings                                                                                      18

Item 2.       Changes in Securities and Use of Proceeds                                                              19/20

Item 4.       Submission of matters to a vote of security holders                                                    21/22

Item 6.       Exhibits and Reports on Form 8-K                                                                       23

              Signatures                                                                                             24

              Index of Exhibits                                                                                      25
</TABLE>



<PAGE>


                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>


                                                                                              September           December
                                      ASSETS                                                  30, 1999            31, 1998
                                      ------                                                  --------            --------
                                                                                             (Unaudited)          (Note 1)
Current assets:
<S>                                                                                          <C>                <C>
     Cash                                                                                    $   226,000
     Accounts receivable, less allowance for contractual discounts
         and doubtful accounts of $56,000                                                         11,000        $    27,000
     Other current assets                                                                          1,000              1,000
                                                                                             -----------        -----------
              Total current assets                                                               238,000             28,000
Equipment, net of accumulated depreciation of $60,000 and $40,000                                 83,000            103,000
Technology costs, net of accumulated amortization of $294,000                                    883,000          1,009,000
Debt issuance costs, net of accumulated amortization of $28,000                                  124,000            124,000
                                                                                             -----------        -----------

              Totals                                                                         $ 1,328,000        $ 1,264,000
                                                                                             ===========        ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------

Current liabilities:
     Notes payable (including obligations in default)                                        $   913,000        $ 1,971,000
     Accounts payable and accrued expenses                                                       367,000            453,000
                                                                                             -----------        -----------
              Total current liabilities                                                        1,280,000          2,424,000
Long-term debt, net of current portion                                                           350,000
Other liabilities                                                                                217,000             64,000
                                                                                             -----------        -----------
              Total liabilities                                                                1,847,000          2,488,000
                                                                                             -----------        -----------
Contingencies
Stockholders' deficiency:
     Preferred stock;  2,000,000 shares authorized in 1999; none issued Series A
     Acquisition Convertible Preferred Stock, par value $.01
         per share; 750,000 shares authorized in 1999; 262,884 shares
         issued and outstanding; liquidation preference $4,521,605
         ($17.20 per share)                                                                        3,000
     Series B Acquisition Convertible Preferred Stock, par value $.01
         per share; 750,000 shares authorized in 1999; 79,826 shares
         issued and outstanding                                                                    1,000
     Series A Convertible Preferred Stock, par value $.001 per share;
         3,000,000 shares authorized in 1998; 2,658,511 shares issued
         and outstanding                                                                                              3,000
     Common stock, par value $.01 and $.001 per share; 65,000,000 and
         10,000,000 shares authorized; 40,846,820 and 3,000,000 shares
         issued                                                                                  408,000              3,000
     Stock subscriptions receivable                                                             (110,000)
     Additional paid-in capital                                                                6,618,000          3,378,000
     Accumulated deficit                                                                      (6,540,000)        (4,608,000)
     Less treasury stock - 763,182 shares of common stock at cost                               (899,000)
                                                                                              ----------        -----------
              Total stockholders' deficiency                                                    (519,000)        (1,224,000)
                                                                                              ----------        -----------

              Totals                                                                         $ 1,328,000        $ 1,264,000
                                                                                             ===========        ===========


<FN>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>


                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>



                                                Nine Months Ended               Three Months Ended
                                                  September 30,                     September 30,
                                            --------------------------     ---------------------------
                                                1999           1998             1999            1998
                                                ----           ----             ----            ----


<S>                                        <C>             <C>             <C>             <C>
Net revenues ...........................   $     18,000    $     63,000    $      5,000    $     22,000
                                           ------------    ------------    ------------    ------------

Operating expenses:
     Cost of revenues ..................         61,000         275,000           7,000          80,000
     Selling, general and administrative
         expenses ......................      1,057,000       1,530,000         453,000         524,000
                                           ------------    ------------    ------------    ------------
           Totals ......................      1,118,000       1,805,000         460,000         604,000
                                           ------------    ------------    ------------    ------------

Loss from operations ...................     (1,100,000)     (1,742,000)       (455,000)       (582,000)

Interest expense .......................        832,000         144,000         342,000          60,000
                                           ------------    ------------    ------------    ------------

Net loss ...............................   $ (1,932,000)   $ (1,886,000)   $   (797,000)   $   (642,000)
                                           ============    ============    ============    ============

Basic net loss per common share ........   $       (.10)   $       (.13)   $       (.03)   $       (.04)
                                           ============    ============    ============    ============

Basic weighted average number of
     common shares outstanding .........     19,637,000      14,831,000      28,323,000      14,831,000
                                           ============    ============    ============    ============

<FN>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>


                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES

          CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
                      NINE MONTHS ENDED SEPTEMBER 30, 1999
                                   (Unaudited)
                                    ($000's)

<TABLE>
<CAPTION>
                              Series A Acq.  Series B Acq.
                              Convertible Convertible   Series A Conv.
                              Pref. Stk    Pref. Stk      Pref. Stk    Common Stk    Stock    Add'l             Treas Stk
                              ---------    ---------      ---------    ----------   Subscpts  Pd-in  Accmld    ---------
                             Shares  Amt  Shares  Amt   Shares   Amt  Shares    Amt  Rcvable Capital Deficit  Shares   Amt    Ttl
                             ------  ---  ------  ---   ------   ---  ------    --- -------- ------- -------  ------   ---    ---



<S>                          <C>     <C>  <C>     <C>   <C>       <C> <C>       <C>  <C>      <C>     <C>       <C>      <C>  <C>
Balance, January 1, 1999                                2,658,511 $3  3,000,000 $3           $3,378   $(4,608)              $(1,224)

Issuance of shares to note-
  holder as fee for deferral
  of monthly principal                                                  231,848                  34                              34
  payments
Effects of reverse
  acquisition and other
  concurrent transactions:
  Conversion of senior subor-
    dinated secured
    promissory notes into
    common stock                                                      8,333,333  8            1,242                            1,250
  Conversion of note payable
    to stockholder and related
    accrued interest into com-
    mon stock                                                         4,792,324  5              714                             719
  Proceeds from issuance of
    common stock                                                      6,583,809  7   $(110)     981                             878
  Issuance of common stock to
    consultants                                                       1,279,167  1              179                             180
  Net issuances of preferred
    and common shares in
    connection with business
    combination, net of
    related expenses of
    $273,000                 262,884 $3   79,826  $1 (2,658,511)(3)   3,501,339  253            221            763,182 $(899)  (424)
Shares issued in September
  1999 as market price
  adjustment pursuant to
  terms of acquired
  company's private
  placement in April 1998                                            13,125,000  131           (131)
Net loss                                                                                              (1,932)                (1,932)
                             ------- --   ------  --  --------- --   ---------- ---  -----   ------  -------   ------- -----  -----
Balance, September 30, 1999  262,884 $3   79,826  $1      -     $-   40,846,820 $408 $(110)  $6,618  $(6,540)  763,182 $(899) $(519)
                             ======= ==   ======  ==  ========= ==   ========== ==== =====   ======  =======   ======= =====  =====
</TABLE>




See Notes to Condensed Consolidated Financial Statements.



<PAGE>



                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
                                   (Unaudited)

<TABLE>
<CAPTION>



                                                                        1999            1998
                                                                        ----            ----

Operating activities:
<S>                                                                  <C>            <C>
     Net loss ....................................................   $(1,932,000)   $(1,886,000)
     Adjustments to reconcile net loss to net cash
         used in operating activities:
         Depreciation of equipment ...............................        20,000         19,000
         Amortization of technology costs ........................       126,000        126,000
         Amortization of debt issuance costs and debt discount ...         4,000          4,000
         Deferred interest expense ...............................       815,000         72,000
         Issuance of preferred stock for consulting services .....       180,000
         Issuance of common stock as fee for deferral of principal
              payments on debt ...................................        34,000
         Changes in operating assets and liabilities:
              Accounts receivable ................................        16,000         (4,000)
              Other current assets ...............................                       47,000
              Accounts payable and accrued expenses ..............       (21,000)      (284,000)
              Liability under agreement for purchase of technology                   (1,025,000)
                                                                     -----------    -----------
                  Net cash used in operating activities ..........      (758,000)    (2,931,000)
                                                                     -----------    -----------

Investing activities - purchases of equipment ....................                      (66,000)
                                                                                    -----------

Financing activities:
     Proceeds from issuances of notes payable ....................       400,000
     Repayments of capital lease obligations .....................       (21,000)        (5,000)
     Proceeds from issuances of capital stock, net of expenses
         of $273,000 in 1999 .....................................       605,000        152,000
     Proceeds from stock subscriptions ...........................                      100,000
                                                                     -----------    -----------
                  Net cash provided by financing activities ......       984,000        247,000
                                                                     -----------    -----------

Net increase (decrease) in cash ..................................       226,000     (2,750,000)

Cash, beginning of period ........................................          --        2,839,000
                                                                     -----------    -----------

Cash, end of period ..............................................   $   226,000    $    89,000
                                                                     ===========    ===========

Supplemental disclosures of cash flow data:
     Interest paid ...............................................   $    65,000    $    72,000
                                                                     ===========    ===========




<FN>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>


                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1 - Business and reverse acquisition and basis of presentation:

     Business and reverse acquisition:

     BCAM  International,  Inc., which was organized in 1984 in the State of New
     York,  and  its  subsidiaries  ("BCAM")  had  been  primarily  a  software,
     technology  and  consulting  company  specializing  in providing  ergonomic
     solutions  (human factors  engineering)  to individuals,  corporations  and
     governments.  BCAM's revenues had historically  been derived primarily from
     ergonomic  consulting  services.  Such  businesses were terminated in 1998.
     Through a series of  transactions  effective as of September 22, 1999,  (i)
     BCAM  transferred  all  of its  technology  holdings,  assigned  all of its
     licensing agreements and transferred  $250,000 to ISTX, Inc. ("ISTX"),  its
     90%-owned  subsidiary;  (ii) ISTX  agreed to  assume  substantially  all of
     BCAM's  liabilities (other than the contingent  liabilities  related to the
     pending stockholder derivative action described in Note 7); and (iii) BCAM
     spun off its 90% interest in ISTX through the  declaration of a dividend of
     one share of ISTX for each share of common  stock of BCAM held of record on
     September 22, 1999 (the  "Spinoff").  As a result of the Spinoff,  BCAM had
     virtually  no  business  operations  at the time of the  exchange of shares
     described below,  which was on September 23, 1999, which exchange was based
     on an earlier executed merger agreement.

     LungCheck Inc.  ("LungCheck")  was  incorporated on January 30, 1997 in the
     State of Delaware for the purpose of  acquiring,  enhancing  and  marketing
     LungCheck(R) diagnostic test technology.  The technology is used to provide
     a specialized sputum cytology  laboratory  service.  The service includes a
     quantitative  assessment of the  pulmonary  health of lung cells based on a
     comprehensive review of different cellular and noncellular  indicators,  as
     well as the early  identification of cancer and other abnormal cells in the
     fluids  found in the lungs known as sputum.  The results of the  assessment
     are  included in a cytology  report  which is produced  from a database and
     specialized software containing comparative pulmonary health information.

     As of  September  23, 1999,  BCAM had,  effectively,  40,846,820  shares of
     common stock outstanding, with a par value of $.01 per share, including (i)
     13,125,000  shares issued in connection  with the settlement of rights held
     by certain  purchasers of its common shares through a private  placement in
     April 1998 (see Note 5 herein) and (ii) 1,666,667 shares sold, effectively,
     as of September 23, 1999 through a private  placement for which it received
     proceeds of $250,000.

     As of  September  23,  1999,  LungCheck  had  2,658,511  shares of Series A
     Convertible  Preferred Stock outstanding (the "Old Series A Stock"), with a
     par value of $.001 per share and, effectively,  24,220,484 shares of common
     stock  outstanding,  with a par value of $.001 per share,  including shares
     issued,  effectively,  as of that date as  follows:  (i)  8,333,333  shares
     issued in connection  with the  conversion of senior  subordinated  secured
     promissory  notes in the principal  amount of  $1,250,000;  (ii)  4,792,324
     shares issued in connection  with the  conversion of a note payable and its
     liability  for  accrued  interest  thereon  aggregating   $719,000;   (iii)
     6,583,809  shares sold  through a private  placement  for which it received
     proceeds of $878,000;  and (iv) 1,279,167  shares issued to consultants for
     services in connection with the  conversions and sales of shares  described
     above and of the exchange of shares described below.


<PAGE>


                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 1 - Business and reverse acquisition and basis of presentation (continued):

     Business and reverse acquisition (concluded):

     As of September 23, 1999, BCAM was authorized to issue 2,000,000  shares of
     acquisition  preferred stock. In September 1999, BCAM became authorized
     to issue up to 1,500,000  shares of acquisition  preferred stock with a par
     value of $.01 per share of which up to 750,000  shares were  designated  as
     Series A Acquisition Convertible Preferred Stock (the "Series A Stock") and
     750,000  shares  were  designated  as  Series  B  Acquisition   Convertible
     Preferred  Stock (the  "Series B Stock").  As further  explained  in Note 6
     herein,  each  share of Series A Stock is  convertible  into 150  shares of
     common  stock,  subject  to certain  conditions,  and has a  preference  in
     liquidation  of  $17.20  per  share,  and each  share of  Series B Stock is
     convertible  into 1,500 shares of common  stock,  but has no  preference in
     liquidation.  In addition, the holders of Series A Stock and Series B Stock
     are  entitled to cast that number of votes equal to the number of shares of
     common  stock  into which a share of Series A Stock and a share of Series B
     Stock is convertible on each matter  submitted to BCAM's  stockholders  for
     voting.

     On September  23, 1999,  the merger  agreement  became  effective  and BCAM
     became  obligated to issue 262,884  shares of Series A Stock to the holders
     of  LungCheck's  Old Series A Stock and 79,826  shares of Series B Stock to
     the  holders  of  LungCheck's  24,220,484  shares  of  common  stock  that,
     effectively,  were  then  outstanding  (the  "Merger").  As a result of the
     Merger,  (i) LungCheck  became a wholly-owned  subsidiary of BCAM; and (ii)
     BCAM had the equivalent of 200,018,212 voting shares outstanding,  of which
     159,171,392  shares,  or approximately  80%, were held by the owners of the
     preferred and common stock of LungCheck  prior to the Merger and 40,846,820
     shares,  or approximately  20%, were held by the owners of the common stock
     of BCAM prior to the Merger.

     Since BCAM had no business operations  immediately prior to the Merger as a
     result of the Spinoff described above, and since the former stockholders of
     LungCheck  owned  80% of the  voting  stock of BCAM,  the  Merger  has been
     treated  effective  as  of  September  23,  1999  as a  "purchase  business
     combination" and a "reverse  acquisition" for accounting  purposes in which
     BCAM was the legal acquirer and LungCheck was the accounting acquirer. As a
     result, the assets and liabilities of the accounting  acquirer,  LungCheck,
     continued  to  be  recorded  at  their  historical  carrying  values  as of
     September 23, 1999;  however,  common stock and additional  paid-in capital
     were  adjusted as of  September  23, 1999 to reflect the $.01 per share par
     value  of  the  shares  of the  legal  acquirer,  BCAM.  In  addition,  the
     accompanying  condensed  consolidated  financial statements for the periods
     prior to September 23, 1999 are comprised,  effectively,  of the historical
     financial statements of LungCheck.

     As used herein,  the "Company"  refers to LungCheck prior to the Merger and
     LungCheck together with BCAM subsequent to the Merger.


<PAGE>


                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 1 - Business and reverse acquisition and basis of presentation (continued):

     Basis of presentation:

     The  accompanying  condensed  consolidated  financial  statements have been
     prepared  assuming that the Company will continue as a going  concern.  The
     Company  has  generated  in  significant  revenues  from  the  LungCheck(R)
     diagnostic test technology that is its principal  asset, and its operations
     have  generated  losses and cash flow  deficiencies  from its  inception on
     January  30,  1997.  The  Company  has  substantial   working  capital  and
     stockholders' deficiencies and was in violation of certain of its covenants
     in its loan  agreement as of September  30, 1999.  Management  expects that
     such  losses  and cash flow  deficiencies  will  continue  through at least
     December 31, 2001 while the Company  continues  to develop  markets for its
     services. Such matters raise substantial doubts about the Company's ability
     to continue  as a going  concern  and  realize  the  carrying  value of its
     technology unless the Company is able to obtain additional financing within
     the next several  months and,  ultimately,  increase  revenues and generate
     sufficient profits and cash flows to sustain its operations.

     During the first nine months of 1999,  the Company  consummated  the Merger
     and management  began to reorganize the Company's  operations.  The Company
     has engaged a consulting  firm  specializing in medical sales and marketing
     strategies  to prepare a business plan and explore  strategic  alternatives
     which include,  among other things,  other potential  sources of financing.
     Expenses  have been reduced  through the  outsourcing  of certain  medical,
     sales and  marketing  positions.  The Company has also reduced  expenses by
     eliminating  certain  internal  personnel costs and other costs of services
     through an agreement  whereby a medical  diagnostic  company is  processing
     LungCheck(R) tests and reporting on their results. In addition,  management
     believes the Company has developed a more viable marketing  strategy.  This
     strategy  focuses  on the  promotion  of  prevention  programs,  instead of
     monitoring programs,  and on the occupational health and corporate wellness
     program markets.

     In order to implement its new marketing  strategy and enable the Company to
     become  commercially  successful,  the Company will need to restructure its
     debt and obtain additional debt and/or equity financing. From its inception
     through September 30, 1999, the Company obtained  financing  primarily from
     loans from InterEquity Capital Partners  ("InterEquity"),  a small business
     investment company;  loans from stockholders and other related parties; the
     private  placement of  convertible  bridge  notes (which were  subsequently
     converted into preferred and warrants to purchase common stock) and secured
     promissory notes; and the private placement of units of shares of preferred
     stock and warrants to purchase  common stock.  Management is continuing its
     efforts to obtain  additional debt and/or equity  financing for the Company
     from  financial   institutions,   other  private  investors  and  potential
     strategic partnerships, but there is no assurance the same can be obtained.


<PAGE>


                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 1 - Business and reverse acquisition and basis of presentation (concluded):

     Basis of presentation (concluded):

     Management  cannot  assure  that  the  Company  will be able to  develop  a
     successful  marketing  strategy or obtain the  financing  needed to develop
     commercially   successful   operations   through  any  other   means.   The
     accompanying financial statements do not include any adjustments related to
     the  recoverability  and  classification  of  assets  or  the  amounts  and
     classification of liabilities that might be necessary should the Company be
     unable to continue its operations as a going concern.

     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
     consolidated  financial  statements reflect all adjustments,  consisting of
     normal  recurring  accruals,  necessary  to present  fairly  the  financial
     position  of the  Company as of  September  30,  1999,  and its  results of
     operations for the nine and three months ended September 30, 1999 and 1998,
     its changes in stockholders' deficiency for the nine months ended September
     30, 1999 and its cash flows for the nine months  ended  September  30, 1999
     and 1998.

     BCAM  previously  filed with the  Securities and Exchange  Commission  (the
     "SEC"):  (i) an annual  report on Form  10-KSB (the "Form  10-KSB"),  which
     included  audited  consolidated   financial  statements  of  BCAM  and  its
     subsidiaries  as of December 31, 1998 and for the years ended  December 31,
     1998  and  1997;  and (ii) a report  on Form  8-K  (the  "Form  8-K") as of
     September 23, 1999 which included audited financial statements of LungCheck
     as of December  31, 1998 and for the year ended  December  31, 1998 and the
     period from  January 30, 1997 (date of  inception)  to December  31,  1997.
     Information  included in the consolidated  balance sheet as of December 31,
     1998 has been derived from the audited balance sheet of LungCheck  included
     in the Form 8-K.  Pursuant  to rules and  regulations  of the SEC,  certain
     information  and  disclosures  normally  included in  financial  statements
     prepared in accordance with generally accepted  accounting  principles have
     been  condensed  or  omitted  from  these   financial   statements   unless
     significant  changes  have  taken  place  since the end of the most  recent
     fiscal year. Accordingly, these unaudited consolidated financial statements
     should be read in conjunction with the financial  statements,  notes to the
     financial  statements and the other information included in the Form 10-KSB
     and the Form 8-K. The Company's  results of operations  for the nine months
     ended September 30, 1999 are not  necessarily  indicative of the results of
     its operations for the year ending December 31, 1999.






<PAGE>


                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 2 - Net earnings (loss) per share:

     The  Company  presents  "basic"  earnings  (loss) per common  share and, if
     applicable,  "diluted"  earnings  (loss) per common  share  pursuant to the
     provisions of Statement of Financial Accounting Standards No. 128, Earnings
     per  Share  ("SFAS  128").  Basic  earnings  (loss)  per  common  share  is
     calculated  by dividing net income or loss  applicable to common stock (net
     income or loss adjusted for preferred dividend requirements, if any) by the
     weighted  average number of common shares  outstanding  during each period.
     The  calculation of diluted  earnings (loss) per common share is similar to
     that of basic earnings (loss) per common share, except that the denominator
     is increased to include the number of  additional  common shares that would
     have been  outstanding if all potentially  dilutive common shares,  such as
     those  issuable  upon the  exercise of stock  options and  warrants and the
     conversion of preferred stock, were issued during the period.

     As explained in Note 1, each share of common stock issued by LungCheck (the
     accounting acquirer in the reverse acquisition) prior to or concurrent with
     the Merger on September  23, 1999 was  converted  into  .0032958  shares of
     Series B Stock. As explained in Note 6, the shares of Series B Stock do not
     have any  liquidation  preference  and have  rights to  dividends  that are
     equivalent to those of a share of common stock of BCAM (the legal  acquirer
     in the reverse acquisition).  In addition,  each share of Series B Stock is
     convertible  into  1,500  shares of BCAM  common  stock.  Accordingly,  the
     Company  has  computed  the  weighted   average  number  of  common  shares
     outstanding  for the nine months and three months ended  September 30, 1999
     and 1998 as if a share of LungCheck common stock  outstanding  prior to the
     Merger was  equivalent to 4.9437 shares of BCAM common stock and a share of
     Series B Stock was  equivalent  to 1,500 shares of BCAM common  stock.  The
     shares  held by the common  stockholders  of BCAM prior to the Merger  have
     been included in the  computation of the weighted  average number of common
     shares outstanding for the nine months and three months ended September 30,
     1999 from September 23, 1999, the effective date of the Merger.

     No  diluted  per share  amounts  have been  presented  in the  accompanying
     condensed consolidated statements of operations because the assumed effects
     of the exercise of options and warrants  outstanding  at September 30, 1999
     and  1998,  the  assumed  exercise  of the  Series A Stock  outstanding  at
     September 30, 1999 and the Old Series A Stock  outstanding at September 30,
     1998 would have been anti-dilutive.

Note 3 - Income taxes:

     As of September 30, 1999, the Company had net operating loss  carryforwards
     of  approximately  $5,832,000  available to reduce future  Federal  taxable
     income which,  if not used,  will expire at various dates through 2019. The
     Company had no other material temporary differences as of that date. Due to
     the  uncertainties  related  to,  among  other  things,  the changes in the
     ownership of the Company,  which could subject those loss  carryforwards to
     substantial  annual  limitations,  and the  extent and timing of its future
     taxable income, the Company offset the deferred tax assets  attributable to
     the potential benefits of approximately  $1,982,000 from the utilization of
     those net operating loss carryforwards by an equivalent valuation allowance
     as of September 30, 1999.


<PAGE>


                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 3 - Income taxes (concluded):

     The Company had also offset the potential  benefits from net operating loss
     carryforwards by equivalent  valuation  allowances during 1998. As a result
     of the increases in the valuation allowance of $656,000 and $641,000 during
     the nine months ended September 30, 1999 and 1998, respectively, no credits
     for income taxes are included in the accompanying  consolidated  statements
     of operations.


Note 4 - Long-term debt:

     Long-term  debt was  comprised of the  following at September  30, 1999 and
     December 31, 1998:
<TABLE>
<CAPTION>


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

<S>                                                                                                 <C>                  <C>
                   Note  originally  payable to InterEquity in monthly  installments  of $24,057
                   including  interest at 12% through  December  31,  2002;  net of  unamortized
                   discount of $16,000  and  $20,000;  secured by a first lien on  substantially
                   all of the  Company's  assets.  The Company was in  violation of certain loan
                   covenants  as of  September  30,  1999 and,  as a result,  payments  totaling
                   $696,000  originally  due in years  subsequent to December 31, 1999 have been
                   reclassified as current liabilities (A)                                          $   913,000          $908,000

                   Note payable to LungCheck  Ltd. for the purchase of technology  with interest
                   at 10%;  payable on December 30, 2002;  secured by the  Company's  technology
                   (B)                                                                                  350,000           350,000

                   Note payable to  stockholder;  with interest at 10%; Note and related accrued
                   interest of $106,000 was satisfied via its  conversion  into 15,795 shares of
                   Series B Acquisition Convertible Preferred Stock on September 23, 1999                                 613,000

                   Noninterest bearing loan payable to stockholder due on demand (C)                                      100,000
                                                                                                      ---------         ---------
                                                                                                      1,263,000         1,971,000
                   Less current portion                                                                 913,000         1,971,000
                                                                                                      ---------         ---------

                   Long-term debt                                                                   $   350,000         $   -
                                                                                                    ===========         =========
</TABLE>



<PAGE>


                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 4 - Long-term debt (concluded):

     (A)On January 15, 1999, the loan agreement was amended to allow the Company
     to defer any monthly  principal  payment due in 1999.  The Company  will be
     required to issue the number of shares of its common  stock that equals the
     principal  amount  deferred  multiplied by 1.5 to  InterEquity as a fee for
     each payment deferred. LungCheck issued a total of 231,848 shares of common
     stock (the  equivalent of 764 Series B shares) with an aggregate fair value
     of $34,000 as  deferral  fees during the nine months  ended  September  30,
     1999.  The  principal  balance  remaining  as of December 31, 1999 is being
     amortized through equal monthly payments,  including  interest at 12%, over
     the period from  January 1, 2000  through  December  31,  2002.  Management
     expects  that the term of the loan plus  certain  other  covenants  will be
     renegotiated prior to January 1, 2000.

     (B) The rights to payments  and the  interests  in the  pledged  assets are
     subordinated  to the rights of  InterEquity.  See Notes 4 and 6 in the Form
     8-K.

     (C) On January 15,  1999,  the $100,000  loan became  evidenced by a senior
     subordinated  promissory  note with a principal  balance of  $250,000.  The
     discount on the note of $150,000  was  amortized to expense over the period
     from January 1, 1999 to September 23, 1999. Such note was satisfied via its
     conversion into 5,493 shares of Series B Acquisition  Convertible Preferred
     Stock on September 23, 1999.

     Interest  expense  on loans  from  related  parties  totaled  approximately
     $221,000 and $71,000 for the nine months ended September 30, 1999 and 1998,
     respectively.

     Management  believes that the fair value of the  Company's  note payable to
     InterEquity does not differ materially from their aggregate  carrying value
     at  September  30, 1999 because the note is a  short-term  obligation  with
     terms that were recently renegotiated.  Because of the relationship between
     the Company and its related parties,  management  believes that there is no
     practical method that can be used to determine the fair values of notes and
     loans payable to related parties.


Note 5 - Adjustments to number of shares issued through private placement:

     Beginning  on April 14,  1998,  BCAM  commenced  a private  offering of its
     common stock and warrants.  The offering  generated  aggregate  proceeds of
     $2,000,000  from the sale of 1,980,198  shares of common stock and warrants
     to purchase  250,000 shares of common stock  exercisable at $2.05 per share
     for a period of three years  subsequent to the date of sale.  However,  the
     number  of  shares  of  common   stock  sold  was  subject  to   "repricing
     adjustments"  based on the market value of the shares at  specified  dates.
     BCAM issued a total of 4,736,729  shares of common stock prior to September
     1999 as a result of repricing  adjustments and 13,125,000  shares of common
     stock  in  September   1999  pursuant  to  agreements   that  canceled  its
     obligations  with  respect to the  issuance of any  additional  shares as a
     result of repricing adjustments.



<PAGE>


                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 6 - Preferred stock:

     As of September 30, 1999, the Company was authorized to issue up to 750,000
     shares of Series A Stock,  of which 262,884  shares were  outstanding,  and
     750,000 shares of Series B Stock,  of which 79,826 shares were  outstanding
     (see  Note 1).  Each  share of  Series A Stock  has a par value of $.01 per
     share and a preference in liquidation of (i) $17.20 per share plus (ii) all
     declared but unpaid  dividends,  or if greater,  a portion of the remaining
     assets of the Company which are  distributable to the holders of the common
     stock equal to an amount which would have been  distributed if the Series A
     Stock had been converted into common stock immediately prior to the date of
     such  liquidation.  Each  share of Series A Stock is  convertible  into 150
     shares of common stock, subject to certain conditions. Each share of Series
     B Stock has a par value of $.01 per share, no preference in liquidation and
     is automatically  convertible into 1,500 shares of common stock immediately
     after the Company effectuates a 1-for-15 reverse split of its common stock.
     In addition,  the holders of Series A Stock and Series B Stock are entitled
     (i) to cast that  number of votes  equal to the  number of shares of common
     stock into which a share of Series A Stock and a share of Series B Stock is
     convertible on each matter submitted to BCAM's  stockholders for voting and
     (ii) to dividends  (whether in cash or property or  securities,  other than
     dividends  which  are  paid  or  intended  to be paid  in  connection  with
     distributions  of the Company's  assets upon the  voluntary or  involuntary
     liquidation, dissolution or winding up of the Company) when declared by the
     Company's Board of Directors on the common stock, on an as converted basis,
     and before any payment is made to the holders of the common stock.


Note 7 - Contingencies:

     On or about February 22, 1999, a stockholder derivative action was filed in
     United  States  District  Court  for the  Eastern  District  of New York in
     connection with certain transactions culminating in the sale by BCAM of its
     interest in one of its former subsidiaries,  Drew Shoe Corporation ("Drew")
     to Impleo,  LLC ("Impleo").  The complaint named all of BCAM's then current
     directors and several former  directors as defendants as well as Impleo and
     certain related entities and individuals (collectively,  the "Defendants").
     The complaint alleges  violations of the Federal  securities laws and state
     law and  challenges  the  Defendants'  actions in  connection  with certain
     transactions   including  but  not  limited  to  (i)  the  April  14,  1998
     restructuring of certain convertible notes; (ii) the October 1998 sale of a
     66.7%  interest  in Drew to Impleo  and (iii) the sale of BCAM's  remaining
     33.3%  interest in Drew to Impleo on March 4, 1999.  In addition to seeking
     recovery on behalf of BCAM for certain allegedly  wrongful acts on the part
     of the Defendants,  the complaint seeks,  among other things,  to enjoin or
     set aside any  stockholder  vote in connection with a proxy statement filed
     with the SEC on or about  February 1, 1999 (pursuant to which BCAM received
     approval  of over  67% of its  stockholders  to sell  its  remaining  33.3%
     interest in Drew) and to block or rescind the sale of any interests in Drew
     to Impleo.  BCAM's directors deny the allegations  concerning any allegedly
     wrongful actions.


<PAGE>

                    BCAM INTERNATIONAL, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



Note 7 - Contingencies (concluded):

     In May 1999, the Defendants filed motions to dismiss the complaint. Instead
     of  responding  to these  motions,  plaintiff  filed and  served an amended
     complaint in July 1999. The amended  complaint  dropped  certain parties as
     defendants and raised several new allegations,  including,  but not limited
     to, the alleged failure to make adequate  disclosure of the advice rendered
     by  a  consultant  to  BCAM  and  the  alleged  failure  to  seek  separate
     stockholder  approval  for the  October  1998  sale.  The  Company  and its
     directors  deny that they engaged in wrongful  conduct and on September 13,
     1999 the defendants  served motions to dismiss the amended  complaint.  The
     Plaintiff's  response is due on November 22, 1999 and the Defendant's reply
     papers are due on December 14, 1999.

     In connection with the Merger  described  above,  BCAM's  liabilities as of
     September  23,  1999  were  assumed  by ISTX  except  with  respect  to the
     stockholder  derivative action described above.  However, the assumption of
     such liabilities was completed "with recourse." As a result, if ISTX should
     default on the liabilities of BCAM it assumed,  the Company would be liable
     for payment.  As of September 30, 1999, the Company was contingently liable
     for  liabilities  assumed  by ISTX of  approximately  $515,000.  Management
     cannot determine what amount,  if any, the Company may have to pay, and the
     Company had not accrued any liability for payments, in connection with this
     matter.


                                      * * *


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
         OR PLAN OF OPERATIONS



EXCEPT FOR THE  HISTORICAL  INFORMATION  CONTAINED  HEREIN,  THIS REPORT AND THE
FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING  STATEMENTS WITHIN THE MEANINGS OF
SECTION 27A OF THE  SECURITIES  ACT OF 1933 AND  SECTION  21E OF THE  SECURITIES
EXCHANGE ACT OF 1934. SUCH STATEMENTS  INVOLVE RISKS AND  UNCERTAINTIES  AND THE
COMPANY'S  ACTUAL RESULTS COULD DIFFER  MATERIALLY FROM THOSE DISCUSSED  HEREIN.
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES  INCLUDE, BUT ARE NOT
LIMITED TO, THOSE DISCUSSED BELOW IN FACTORS THAT MAY AFFECT FUTURE

Overview:

LungCheck is a medical  technology  company whose products identify the presence
of the most common forms of lung irritants and monitor cellular abnormalities in
the lungs  thereby  assisting  physicians  with the early  detection of disease.
LungCheck provides innovative pathology services in conjunction with its primary
product called LungCheck(R),  a quantitative sputum cytology test. The LungCheck
diagnostic  test utilizes a patented  collection  device  whereby the patient or
physician  collects a sputum  specimen and then mails the specimen  container to
the  Company's   contracted   laboratories   for   processing,   evaluation  and
interpretation.  The service  includes a  quantitative  assessment of the sputum
which  entails  a  comprehensive  review of  several  cellular  and  noncellular
indicators,  as well as  pre-cancerous  and cancerous  cells found in the sputum
fluid of the lungs.  The  technical  results  of the  pathology  assessment  are
communicated  to the  physician in a cytology  report which is produced  using a
cyto-pathology  database  and  specialized  computer  software  developed by the
Company.  This software enables the pathology information of an individual to be
compared and benchmarked  against a larger population of patients along with the
accompanying demographic and disease specific information.

In addition to seeking to market its products and services to specialty  medical
providers,  the Company has been seeking to market to large companies within the
occupational  health market that are compelled (by  governmental or self-imposed
standards) to screen and monitor their  employee  populations  for lung disease.
The Company also offers its  products to large  corporations  and  non-corporate
organizations  such as unions and the military that are part of the occupational
health market.  The Company plans to expand on this strategy by marketing to the
life and health insurance industry for risk assessment  screenings as well as to
companies of organized medical service  providers.  To date, sales have not been
significant.

<PAGE>


Results of Operations

Results of operations for the nine months ended September 30, 1999 and 1998 were
impacted by  limitations  on resources,  primarily  financial,  which  inhibited
marketing  activities.  In particular,  the Company was in negotiations to raise
additional capital from approximately June 1998 through September 1999, at which
time it consummated a series of transactions resulting in a recapitalization and
merger. During this time, the Company was periodically advanced funds by a major
stockholder,  a portion of which was converted  into capital stock in connection
with the recapitalization.

Revenues  decreased  from $63,000 and $22,000 in the nine and three months ended
September  30,  1998 to $18,000 and $5,000 for the nine and three  months  ended
September  30, 1999.  This decrease  arose from two research  programs that were
conducted on behalf of  organizations  in 1998 that were absent in 1999, and the
decline in revenues from a significant  multi-specialty clinic. In addition, the
Company's  limited cash  resources  did not allow for  aggressive  marketing and
sales  activities.  To partially  offset the declining  sales trend,  in January
1999, the Company began offering the LungCheck(R)  diagnostic test technology to
a major corporation that provides "wellness" testing to its employees.

Costs of revenues  declined $214,000 and $73,000,  respectively,  to $61,000 and
$7,000 for the nine and three months  ending  September  30, 1999 as compared to
the same periods in 1998 due to the  closing,  in March 1999,  of the  Company's
laboratory facility.  In conjunction with the laboratory's  closure, the Company
entered into an agreement  whereby a medical  diagnostic  company is  processing
LungCheck(R)  tests and reporting on their  results,  thereby  reducing the high
fixed costs of lab personnel and other lab expenditures.

Selling,  general and  administrative  expenses  decreased from  $$1,530,000 and
$524,000 in the nine and three months ended September 30, 1998 to $1,057,000 and
$453,000 for the nine and three months ended  September 30, 1999. This reduction
arises from the  elimination  of certain sales and office  personnel,  decreased
travel expenses, and a decrease in consulting fees.

LIQUIDITY AND CAPITAL RESOURCES

As indicated in the accompanying condensed consolidated financial statements, as
of September 30, 1999,  the Company had not generated any  significant  revenues
from the  LungCheck(R)  diagnostic test technology that is its principal  asset,
and its operations  have generated  losses and cash flow  deficiencies  from its
inception on January 30, 1997. The Company has  substantial  working capital and
stockholders' deficiencies,  and was in violation of certain of the covenants in
its loan agreements as of September 30, 1999. Management expects that losses and
cash flow  deficiencies  will continue  through at least December 31, 2001 while
the Company  continues to develop  markets for its services.  Such matters raise
substantial doubt about the Company's ability to continue as a going concern and
realize  the  carrying  value  of its  technology  unless  the  Company  is able
immediately to obtain additional  financing and,  ultimately,  increase revenues
and generate sufficient profits and cash flows to sustain its operations.

On September 23, 1999, the Company completed a merger and recapitalization which
generated proceeds, net of expenses of $605,000. As a result of the consummation
of this  transaction,  management  of the Company  believes that the Company has
sufficient cash flow to sustain its activities through November 15, 1999.

The Company  anticipates  that it will need to raise  $1,700,000  immediately to
satisfy its cash  requirements  for the next  twelve  months (or a lessor sum to
sustain operations for a shorter period).  Although management is continuing its
efforts to obtain  additional debt and/or equity  financing for the Company from
financial   institutions,   other  private  investors  and  potential  strategic
partnerships,  it  has  no  arrangements  with  respect  to,  or  resources  of,
additional  financing.  Accordingly,  there can be no assurance that  additional
financing  will  be  available  to the  Company  when  needed,  on  commercially
reasonable  terms, or at all, which could have a material  adverse effect on the
Company's long-term viability, and thus, as to the continuance of the Company.


THE YEAR 2000 ISSUE

At the Company's corporate office,  information systems are principally utilized
for general  accounting and  administration.  During 1998, the Company  upgraded
such system and currently believes it to be Year 2000 compliant.




PART II. OTHER INFORMATION

     Item 1. Legal proceedings


     On or about February 22, 1999, a shareholder derivative action was filed in
United States District Court for the Eastern  District of New York in connection
with certain transactions  culminating in the sale by the Company to Impleo, LLC
of the  Company's  interest in Drew.  The  complaint  named all of the Company's
current  directors and several former directors as defendants as well as Impleo,
LLC  and  certain   related   entities  and   individuals   (collectively,   the
"Defendants").  The complaint alleged  violations of the federal securities laws
and state law and challenge the  Defendants'  actions in connection with certain
transactions, including but not limited to, (i) the April 14, 1998 restructuring
of certain  convertible  notes;  (ii) the October  1998 sale of 66.7% of Drew to
Impleo, LLC; and (iii) the sale on March 4, 1999 to Impleo, LLC of the Company's
remaining 33.3% interest in the Drew. In addition to seeking  recovery on behalf
of  the  Company  for  certain  allegedly  wrongful  acts  on  the  part  of the
Defendants,  the complaint seeks, among other things, to enjoin or set aside any
shareholder  vote in connection  with a proxy statement filed with the SEC on or
about February 1, 1999 pursuant to which the Company  received  approval of over
67% of its  shareholders  to sell its  remaining  33.3%  interest in Drew and to
block or rescind the sale of any  interests in Drew to Impleo,  LLC. The current
Directors deny the allegations concerning any allegedly wrongful actions. In May
1999,  all  defendants  filed  motions  to  dismiss  the  complaint.  Instead of
responding to these motions,  plaintiff filed and served an amended complaint in
July 1999.  The amended  complaint  dropped  certain  parties as defendants  and
raised  several  new  allegations,  including,  but not  limited to, the alleged
failure to make adequate  disclosure of the advice  rendered by Mesa Partners to
the Company and the alleged  failure to seek separate  shareholder  approval for
the October 1998 sale.  The Company and its directors  deny that they engaged in
wrongful conduct and intend to file motions to dismiss the amended complaint. On
September 13, 1999, the Defendants  refiled the motion to dismiss the complaint.
The  Plaintiffs  opposition  papers  must be served  by  November  22,  1999 and
Defendants' reply papers must be served by December 14, 1999.


     In October 1998, the Company's  HumanCAD  Systems Inc.  subsidiary filed an
assignment in bankruptcy  under the laws of the Province of Ontario,  Canada and
Fuller Landau Ltd., 151 Bloor St. West, Toronto,  Canada, was appointed receiver
and  trustee.  Certain  creditors  of the  HumanCAD  operations  have  filed  or
threatened  to file claims  against the Company for the debts of  HumanCAD.  One
such action was filed by Miller Freeman,  Inc. in the Civil Court of City of New
York in the amount of approximately  $18,000.  The Company intends to vigorously
defend itself in such action, however its ability to do so may be limited by its
financial resources which are currently inadequate (See Form 10-KSB for the year
ended December 31, 1998 including;  Consolidated Financial Statements, Report of
Independent Public Accountants and Management's  Discussion and Analysis or Plan
of Operations).

     Item 2. Changes in Securities and Use of Proceeds

     On September 23, 1999, BCAM, through its wholly-owned subsidiary, LungCheck
Health,  pursuant to an Agreement  and Plan of Merger (the  "Merger  Agreement")
dated September 15, 1999, acquired LungCheck, in a statutory merger of LungCheck
into LungCheck Health (the "Merger").


     The terms of the Merger Agreement  provide that each  outstanding  share of
LungCheck common stock, par value $.001,  immediately  prior to the Merger shall
be converted into 0.0032958 of a share of BCAM Series B convertible  acquisition
preferred stock, par value $.01 per share ("BCAM Series B Preferred"),  and that
each share of  LungCheck  preferred  stock,  par value  $.001 per share shall be
converted  into  0.098884  of a share of BCAM Series A  convertible  acquisition
preferred  stock,  par value $.01 per share  ("BCAM  Series A  Preferred").  The
Company issued  262,884.229  shares of BCAM Series A Preferred  Stock and 79,826
shares  of BCAM  Series B  Preferred  Stock  for this  purpose.  For a  detailed
description  of the  terms,  conditions  and  preferences  of the BCAM  Series A
Preferred Stock and BCAM Series B Preferred  Stock,  see the Company's Report on
Form 8-K and exhibits thereto, filed with the Securities and Exchange Commission
on  October 8, 1999.  After the  completion  of the  exchange  by the  LungCheck
stockholders  and upon conversion and of the BCAM Series A and B preferred stock
into common stock of the Company,  the stockholders of LungCheck will become the
holders of approximately 80% of the total issued and outstanding common stock of
the  Company.  In  addition,  the  holders of certain  options  and  warrants to
purchase  LungCheck  common  stock will be issued  options to  purchase up to an
aggregate  of 48,332  shares of BCAM Series B Preferred  Stock.  The  securities
described  in the  above  transaction  were  issued  under  the  exemption  from
registration provided by Rule 506 promulgated under the Securities Act of 1933.



Elimination of Repricing Rights

     In a  transaction  related to the  Merger,  the Company  issued  13,125,000
shares of its common stock to the holders of certain shares of common stock (the
"Investors")  acquired in a 1997 private placement (as amended in December 1998)
who were granted certain  "repricing  rights" based upon the market value of the
Company's common stock. Such issuance was in full satisfaction of the "repricing
rights."

New Investment into BCAM

     In another  transaction  with the Investors which was related and completed
immediately prior to the Merger,  LungCheck issued common stock to the Investors
which,  based on the conversion  ratios previously  described,  were immediately
converted into an aggregate of 10,986 shares of the Company's Series B Preferred
Stock and  1,666,667  shares of the  Company's  common stock and the  Investor's
LungCheck  common stock was cancelled.  The price paid by the Investors for each
share of the LungCheck common stock, when converted into shares of the Company's
Series B  Preferred  Stock was  $45.50  and the  price  per  share  paid by such
Investors for LungCheck's  common stock when converted into the Company's common
stock was $.1499 per share, for an aggregate consideration of $750,000 which the
Company  obtained  from  LungCheck  in  the  Merger.  The  LungCheck  securities
described above were issued pursuant to the exemption from registration provided
by Rule 506 as promulgated under the Securities Act of 1933.


     Item 3. Defaults Upon Senior Securities

     At September 30, 1999 and the date hereof,  the Company was in violation of
certain  loan  covenants  contained in its loan  agreement  dated as of December
1997, as amended, with Interequity Capital Partners,  L.P.  ("Interequity") (the
"Loan  Agreement").  The  Company's  obligations  under the Loan  Agreement  are
secured by a first priority lien in favor of Interequity on substantially all of
the Company's assets. See Note 4 to Condensed Consolidated Financial Statements.

     Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits.

     27 Financial Data Schedule.


     (b) Reports on Form 8-K

     During the quarter  covered by this  Report,  the Company has not filed any
reports on Form 8-K. See,  however,  Form 8-K filed by the Company on October 8,
1999.


<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                   BCAM INTERNATIONAL, INC.


Dated:  December 8, 1999       By: /s/  Michael Strauss
                                   --------------------
                                   Michael Strauss
                                   Chairman of the Board of  Directors,
                                   President and Chief Executive Officer
                                   (principal executive officer and acting
                                   principal financial and accounting officer)





<PAGE>


                                INDEX OF EXHIBITS

Exhibit No.                Exhibit

27                         Financial Data Schedule