SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB
                                   (Mark One)

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

                For the quarterly period ended March 31, 2000
                                               ------------------

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

                For the transition period from _____________ to ________________

                         Commission file number 0-18109

                            CELLMETRIX, 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 Identification No.)
incorporation or organization)

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

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

                                 BCAM International, Inc.
              (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.
                              Yes X       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

     State the number of shares  outstanding of each of the issuer's  classes of
common equity as of the latest practicable date: May 19, 2000: 38,904,975

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

                        CellMetrix, Inc. and Subsidiaries
              (Formerly BCAM International, Inc. and Subsidiaries)
<TABLE>
<S>                                                                                                                 <C>





                                                                                                                    PAGE

Part I - Financial Information

Item 1.       Financial Statements

              Condensed Consolidated Balance Sheet
              March 31, 2000 (Unaudited)                                                                             F-2

              Condensed Consolidated Statements of Operations
              Three Months Ended March 31, 2000 and 1999 (Unaudited)                                                 F-3

              Condensed Consolidated Statement of Changes in Stockholders' Equity
              Three Months Ended March 31, 2000 (Unaudited)                                                          F-4

              Condensed Consolidated Statements of Cash Flows
              Three Months Ended March 31, 2000 and 1999 (Unaudited)                                                 F-5

              Notes to Condensed Consolidated Financial Statements (Unaudited)                                       F-6/15

Item 2.       Management's Discussion and Analysis or Plan of Operation                                             F-16/17


Part II - Other Information

Item 1.       Legal Proceedings                                                                                       20

Item 2.       Changes in Securities and Use of Proceeds                                                               20/21

Item 3.       Defaults Upon Senior Securities                                                                         21

Item 6.       Exhibits and Reports on Form 8-K                                                                        22

              Signatures                                                                                              23

              Index of Exhibits                                                                                       24
</TABLE>

<PAGE>

 CellMetrix, Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheet
                                 March 31, 2000
                                   (Unaudited)

                                     Assets
<TABLE>
<S>                                                                                                           <C>


Current assets:
     Cash                                                                                                     $     816,000
     Accounts receivable, less allowance for contractual discounts
         and doubtful accounts of $22,000                                                                            13,000
     Other current assets                                                                                            52,000
                                                                                                              -------------
              Total current assets                                                                                  881,000
Equipment, net of accumulated depreciation of $12,000                                                                17,000
Technology costs, net of accumulated amortization of $378,000                                                       799,000
Debt issuance costs, net of accumulated amortization of $376,000                                                  1,807,000
Other assets                                                                                                         55,000
                                                                                                              -------------

              Total                                                                                            $  3,559,000
                                                                                                              =============

                      Liabilities and Stockholders' Equity

Current liabilities:
     Notes payable (including obligations in default)                                                         $     887,000
     Accounts payable                                                                                               334,000
     Accrued expenses                                                                                               389,000
                                                                                                              -------------
              Total current liabilities                                                                           1,610,000
Note payable                                                                                                        350,000
Other liabilities                                                                                                    50,000
                                                                                                              -------------
              Total liabilities                                                                                   2,010,000
                                                                                                              -------------
Commitments and contingencies
Stockholders' equity:
     Preferred stock; 5,000,000 shares authorized:
         Series A Acquisition Convertible Preferred Stock, par value $.01
              per share; 750,000 shares authorized; 262,884 shares
              issued and outstanding; liquidation preference $4,521,605
              ($17.20 per share)                                                                                      3,000
         Series C Convertible Preferred Stock, par value $.01 per share;
              120,000 shares authorized; 103,763 shares issued and
              outstanding; liquidation preference $10,376,300 ($100 per share)                                        1,000
         Series D Convertible Preferred Stock, par value $.01 per share;
              150,000 shares authorized; 121,200 shares issued and
              outstanding; liquidation preference $1,212,000 ($10 per share)                                          1,000
     Common stock, par value $.01 per share; 200,000,000 shares
         authorized; 10,886,317 shares issued                                                                     1,633,000
     Additional paid-in capital                                                                                  11,452,000
     Unearned compensation                                                                                         (668,000)
     Accumulated deficit                                                                                         (9,974,000)
     Less treasury stock - 50,879 shares of common stock at cost                                                   (899,000)
                                                                                                              -------------
              Total stockholders' equity                                                                          1,549,000
                                                                                                              -------------

              Total                                                                                            $  3,559,000
                                                                                                              =============
</TABLE>


See Notes to Condensed Consolidated Financial Statements.
<PAGE>
                        CellMetrix, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Operations
                   Three Months Ended March 31, 2000 and 1999
                                   (Unaudited)
<TABLE>
<S>                                                                                           <C>               <C>




                                                                                                 2000               1999
                                                                                             -----------        -----------

Net revenues                                                                                  $   10,000        $     8,000
                                                                                             -----------        -----------

Operating expenses:
    Cost of revenues                                                                               8,000             41,000
    Selling, general and administrative expenses                                                 798,000            346,000
                                                                                              ----------        -----------
       Totals                                                                                    806,000            387,000
                                                                                              ----------        -----------

Loss from operations                                                                            (796,000)          (379,000)

Interest expense                                                                                 202,000            250,000
                                                                                              ----------        -----------

Net loss                                                                                       $(998,000)         $(629,000)
                                                                                              ==========        ===========


Basic net loss per common share                                                                    $(.09)             $(.64)
                                                                                                   =====             ======


Basic weighted average number of common shares outstanding                                    10,835,431            988,740
                                                                                              ==========        ===========
</TABLE>










See Notes to Condensed Consolidated Financial Statements.

<PAGE>
                          CellMetrix, Inc. and Subsidiaries

      Condensed Consolidated Statements of Changes in Stockholders' Equity
                        Three Months Ended March 31, 2000
                                   (Unaudited)
<TABLE>
<S>                                      <C>             <C>             <C>          <C>            <C>             <C>






                                       Series A         Series B
                                     Acquisition      Acquisition        Series C      Series D
                                     Convertible      Convertible       Convertible   Convertible
                                      Preferred        Preferred         Preferred     Preferred          Common Stock
                                       Stock            Stock             Stock         Stock         Shares          Amount
                                       -----            -----             -----         -----         ------          ------

Balance, January 1, 2000               $3,000           $1,000                                      40,680,153      $  407,000

Proceeds from  issuance  of
  103,763  shares of Series
  C and  121,200  shares of
  Series D Preferred Stock
  through private placements,
  net of expenses                                                         $1,000      $1,000

Issuance of stock options and
  warrants to directors, con-
  sultants and noteholders

Adjustment to unearned com-
  pensation related to issu-
  ance of stock options to
  director in 1999

Amortization of unearned
  compensation

Conversion of 81,743 shares
  of Series B Preferred Stock
  into common stock                                      (1,000)                                   122,614,595       1,226,000

Effect of 1 for 15 reverse
  split                                                                                           (152,408,431)

Net loss                                ______           _______           ______      ______     _____________     __________


Balance, March 31, 2000                 $3,000           $    -            $1,000      $1,000       10,886,317      $1,633,000
                                        ======           =======           ======      ======     ---==========     -=========
</TABLE>

<PAGE>

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






                                       Additional        Unearned         Accum-
                                        Paid-in           Compen-         ulated             Treasury Stock
                                        Capital           sation          Deficit         Shares       Amount          Total
                                        -------           ------          -------         ------       ------          -----

Balance, January 1, 2000               $13,229,000       $(2,818,000)    $ (8,976,000)    763,182      $(899,000)      $   947,000

Proceeds from  issuance  of
  103,763  shares of Series
  C and  121,200  shares of
  Series D Preferred Stock
  through private placements,
  net of expenses                        1,488,000                                                                       1,490,000

Issuance of stock options and
  warrants to directors, con-
  sultants and noteholders                 184,000                                                                         184,000

Adjustment to unearned com-
  pensation related to issu-
  ance of stock options to
  director in 1999                      (2,224,000)        2,113,000                                                      (111,000)

Amortization of unearned
  compensation                                                37,000                                                        37,000

Conversion of 81,743 shares
  of Series B Preferred Stock
  into common stock                     (1,225,000)

Effect of 1 for 15 reverse
  split                                                                                  (712,303)

Net loss                                                                    (998,000)                                     (998,000)
                                       ____________        __________    ____________    _________      __________      ___________


Balance, March 31, 2000                $11,452,000         $(668,000)    $(9,974,000)      50,879       $(899,000)      $1,549,000
                                       ===========         ==========    ============    =========      ===========     ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                        CellMetrix, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows
                   Three Months Ended March 31, 2000 and 1999
                                   (Unaudited)
<TABLE>
<S>                                                                                         <C>                   <C>


                                                                                                   2000               1999
                                                                                               ----------          --------

Operating activities:
     Net loss                                                                               $   (998,000)         $(629,000)
     Adjustments to reconcile net loss to net cash
         used in operating activities:
         Depreciation of equipment                                                                 4,000              7,000
         Amortization of technology costs                                                         42,000             42,000
         Amortization of debt issuance costs and debt discount                                   164,000
         Net reversal of amortization of unearned compensation                                   (74,000)
         Deferred interest expense                                                                 9,000            212,000
         Service and interest expense paid through issuances
              of stock options and warrants                                                      184,000
         Provision for bad debts                                                                   7,000
         Changes in operating assets and liabilities:
              Accounts receivable                                                                 (2,000)            18,000
              Other current assets                                                                (5,000)
              Accounts payable                                                                    43,000            326,000
              Accrued expenses                                                                   238,000           (305,000)
              Other liabilities                                                                  (20,000)
                                                                                                ---------          ---------
                  Net cash used in operating activities                                         (408,000)          (329,000)
                                                                                                ---------          ---------

Investing activities:
     Increase in other assets                                                                    (55,000)
     Payments of capital lease obligations                                                                           (5,000)
                                                                                                 --------          ---------
                  Net cash used in operating activities                                          (55,000)            (5,000)
                                                                                                 --------          ---------

Financing activities:
     Proceeds from issuances of notes payable                                                                       400,000
     Repayments of notes payable                                                                 (59,000)
     Payments received for preferred stock prior to issuance                                    (220,000)
     Proceeds from issuances of preferred stock, net of
         expenses of $20,000                                                                   1,490,000
                                                                                               ----------           -------
                  Net cash provided by financing activities                                    1,211,000            400,000
                                                                                               ----------           -------

Net increase in cash                                                                             748,000             66,000

Cash, beginning of period                                                                         68,000                  -
                                                                                               ----------           -------

Cash, end of period                                                                            $ 816,000            $66,000
                                                                                               ==========           =======

Supplemental disclosures of cash flow data:
     Interest paid                                                                             $  18,000            $28,000
                                                                                               ==========           =======

</TABLE>

See Notes to Condensed Consolidated Financial Statements.
<PAGE>

                CellMetrix International, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 1 - Business and reverse  acquisition  and basis of  presentation:
     Interim financial  statements:

     In  the  opinion  of  management,   the  accompanying  unaudited  condensed
consolidated   financial   statements  of   CellMetrix,   Inc.   (formerly  BCAM
International, Inc.) and its subsidiaries reflect all adjustments, consisting of
normal recurring accruals,  necessary to present fairly their financial position
as of March 31, 2000,  results of operations and cash flows for the three months
ended March 31, 2000 and 1999 and changes in stockholders'  equity for the three
months ended March 31, 2000. Pursuant to rules and regulations of the Securities
and  Exchange  Commission  (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
condensed  consolidated  financial  statements unless  significant  changes have
taken place since the end of the most recent  fiscal  year.  Accordingly,  these
unaudited  condensed   consolidated  financial  statements  should  be  read  in
conjunction with the consolidated  financial  statements,  notes to consolidated
financial  statements  and the other  information  in the Annual  Report on Form
10-KSB for the year ended December 31, 1999 (the "10-KSB")  previously  filed by
CellMetrix, Inc. ("CellMetrix ") with the SEC.

     Business  and  certain  transactions:

     As one of the results of a series of transactions  consummated effective as
of September  22, 1999 that are further  explained in Note 1 of the notes to the
consolidated  financial statements in the 10-KSB,  CellMetrix became an inactive
holding  company when it  transferred  its software,  technology  and consulting
operations to, and spun off its interest in its 90%-owned subsidiary, ISTX, Inc.
("ISTX").   CellMetrix   also  became  the  legal  acquirer  of  LungCheck  Inc.
("LungCheck")  through a merger (the  "Merger") in which it exchanged  shares of
preferred  and  common  stock for 100% of the  outstanding  common  stock of its
principal  operating  subsidiary,  LungCheck.  LungCheck  is in the  business of
enhancing and marketing LungCheck(R)technology which is used to provide cytology
laboratory  services  that include a  quantitative  assessment  of the pulmonary
health of lung cells,  as well as the early  identification  of cancer and other
abnormal cells.

As a result of the  exchange of shares,  the former  stockholders  of  LungCheck
became the owners of  approximately  80% of the voting shares of CellMetrix that
were outstanding on the date the Merger was consummated. Since CellMetrix 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 CellMetrix, the Merger was treated effective as of September 23,
1999 as a  "purchase"  business  combination  and a  "reverse  acquisition"  for
accounting purposes in which CellMetrix was the legal acquirer and LungCheck was
the accounting  acquirer.  Pursuant to the purchase  method of  accounting,  the
assets and  liabilities  of the accounting  acquirer  continue to be recorded at
their historical values, and financial  statements for periods prior to the date
of  acquisition  only  include  the  results  of  operations  of the  accounting
acquirer.   Accordingly,   the  accompanying  condensed  consolidated  financial
statements for the three months ended March 31, 1999 only reflect the results of
operations and cash flows of LungCheck.

                 CellMetrix International, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

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

Business and certain transactions (concluded):

     As used herein,  the "Company"  refers to CellMetrix and its  subsidiaries.
Since  CellMetrix  spun off its commercial  operations  prior to the date it was
acquired,  the accompanying condensed consolidated financial statements reflect,
in substance, the operations of LungCheck.

     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  not  generated   significant   revenues  on  a  sustained  basis  from  the
LungCheck(R)   technology  that  is  its  principal  operating  asset,  and  its
operations have generated losses and cash flow  deficiencies  from its inception
on January 30, 1997.  Although the losses reflect  substantial  noncash  charges
resulting  from the  issuance of shares of  preferred  and common  stock,  stock
options and warrants to pay for service,  compensation and interest expense, the
Company had a substantial  working  capital  deficiency  and was in violation of
certain of its covenants in its loan agreement as of March 31, 2000.  Management
expects that such losses and cash flow  deficiencies  will  continue  through at
least March 31, 2001 while the Company  continues to develop its  technology and
the 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  and  other  assets  unless  the  Company  is able to  obtain
additional financing and, ultimately,  increase revenues and generate sufficient
profits and cash flows to sustain its operations.

From its  inception  through  March 31,  2000,  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 common stock) and secured promissory notes; and the
private  placement of shares and units of shares of preferred stock and warrants
to purchase preferred and common stock.

In April  2000,  the  Company  received  $250,000  as a deposit  related  to the
proposed  sale of preferred  stock  through a subsequent  private  placement and
entered into a patent and license  agreement for certain  technology  whereby it
will be  required  to pay a license fee of  $1,000,000  in various  installments
through December 1, 2000.  Management  anticipates that the Company will need to
raise  approximately  $3,000,000 to satisfy its cash requirements  through March
31, 2001.  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. On February 1, 2000, the Company
entered into an agreement with an investment banking institution which is acting
as its investment advisor with respect to its efforts to raise capital. However,
there is no assurance  that the Company will be able to obtain the  financing it
will require for its operations through March 31, 2001.

                        CellMetrix, 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):

     During the year ended December 31, 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,  potential business  combinations,  strategic  alliances and
other  potential  sources of  financing.  Cash  payments for expenses  have been
reduced  through the  outsourcing  of certain  laboratory,  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 providing healthcare  professionals
with  systems  that  allow for the early  detection,  diagnosis,  treatment  and
monitoring  of  significant  human  diseases  utilizing  advances  in  molecular
diagnostics  coupled with automatic  quantitative  screening  technologies.  The
Company plans to direct its initial focus  towards  developing  products for the
early detection and  characterization  of lung cancer with the goal of improving
disease management and patient outcomes.

In order to  implement  its new  marketing  strategy  and enable the  Company to
become  commercially  successful,  the Company has commenced  negotiations  with
several parties which, if successful, would add key technologies for development
of the aforementioned laboratory systems.

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  condensed
consolidated  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.





                       CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 2 - Stockholders' equity:

     The  information  that follows relates  primarily to the Company's  capital
stock and stockholders'  equity at March 31, 2000 and the changes in its capital
stock  and  stockholders'  equity  during  the three  months  then  ended.  Such
information  should  be read in  conjunction  with  the  consolidated  financial
statements and the notes to the consolidated  financial  statements  included in
the 10-KSB, particularly Notes 1, 2, 6, 7, 8 and 11.

On April 18, 2000, the Company's stockholders approved, among other matters, (i)
an increase in the number of authorized shares of the Company's  preferred stock
from  2,000,000  shares to 5,000,000  shares,  (ii) an increase in the number of
authorized  shares of the  Company's  common  stock  from  65,000,000  shares to
200,000,000  shares and (iii) a 1 for 15 reverse split of the  Company's  common
stock.  All  references to shares of common stock and prices per share of common
stock have been  retroactively  adjusted  herein for the effects of the 1 for 15
reverse split.

As of December  31,  1999,  the Company  was  authorized  to issue up to 750,000
shares of preferred  stock as Series A Acquisition  Convertible  Preferred Stock
(the  "Series A  Stock")  and  750,000  shares  of  preferred  stock as Series B
Acquisition  Convertible  Preferred Stock (the "Series B Stock"),  both of which
had a par value of $.01 per share.  A total of 262,884 shares of Series A Stock,
81,743  shares of  Series B Stock and  2,661,131  shares of common  stock  were,
effectively, issued and outstanding as of December 31, 1999.

Each share of Series A Stock is  convertible  into ten shares of common stock at
the option of the holder, subject to certain conditions, and has a preference in
liquidation of $17.20 per share.  Holders of Series A 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 is  convertible.  There were no changes in the number of
shares of Series A Stock  outstanding  during the three  months  ended March 31,
2000 and, accordingly, a total of 2,628,840 shares of common stock were reserved
for issuance upon their conversion.

Each share of Series B Stock was convertible  into 100 shares of common stock at
the option of the holder, but had no preference in liquidation. In addition, the
holders of Series B Stock were also  entitled to cast that number of votes equal
to the number of shares of common stock into which a share of Series B Stock was
convertible.  The 81,743 shares of Series B Stock outstanding as of December 31,
1999 were  automatically  converted into  8,174,300  shares of common stock as a
result of the  approval of the 1 for 15 reverse  split on April 18, 2000 and the
conversion  has  been  retroactively  reflected  in the  accompanying  condensed
consolidated financial statements and these notes.


                        CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 2 - Stockholders' equity (concluded):

     As further  explained in Note 11 in the 10-KSB,  subsequent to December 31,
1999,  the Company  became  authorized to issue up to 120,000 shares of Series C
Convertible  Preferred Stock (the "Series C Stock") and 150,000 shares of Series
D Convertible  Preferred Stock (the "Series D Stock"),  both of which have a par
value of $.01 per share.  Each share of Series C Stock is convertible  into 6.67
shares  of  common  stock  at the  option  of the  holder,  subject  to  certain
conditions, and has a preference in liquidation of $100 per share. Each share of
Series D Stock is convertible into 16.67 shares of common stock at the option of
the holder,  subject to certain conditions,  and has a preference in liquidation
of $10 per share. In addition,  the holders of Series C Stock and Series D Stock
are  entitled  to cast  that  number of votes  equal to the  number of shares of
common  stock into which a share of Series C Stock and a share of Series D Stock
is convertible.

During  January  2000,  the Company  sold  103,330  shares of Series C Stock and
688,867  warrants  to  purchase  shares of common  stock  pursuant  to a private
placement  intended to be exempt from  registration  under the Securities Act of
1933 (the "Act").  Each warrant is exercisable  for the purchase of one share of
common stock at $.495 per share through  January 12, 2005. The Company  received
proceeds  from this  private  placement of  $310,000,  net of related  costs and
expenses of $8,000.  The Company  also issued 4,333 shares of Series C Stock and
57,773  warrants,  each of which is exercisable for the purchase of one share of
common stock at $.45 to $.495 per share,  to an investment  banker in connection
with this private  placement.  Accordingly,  a total of 717,753 shares of common
stock were reserved for issuance upon the  conversion of Series C Stock at March
31, 2000.

During  February  2000,  the Company sold  120,000  shares of Series D Stock and
2,000,000  warrants to  purchase  shares of common  stock  pursuant to a private
placement intended to be exempt from registration under the Act. Each warrant is
exercisable  for the  purchase  of one share of common  stock at $1.20 per share
through March 2005. The Company received proceeds from this private placement of
$1,200,000,  net of related  costs and  expenses  of $12,000.  The Company  also
issued  12,000 shares of Series D Stock and 400,000  warrants,  each of which is
exercisable  for the  purchase of one share of common stock at $.60 to $1.20 per
share,  to an  investment  banker in  connection  with this  private  placement.
Accordingly,  a total of  2,200,000  shares of common  stock were  reserved  for
issuance upon the conversion of Series D Stock at March 31, 2000.

                       CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 3 - Warrants and options:

     In  addition  to  the  warrants  issued  in  connection  with  the  private
placements of preferred  stock  described in Note 2 herein,  the Company  issued
warrants to purchase a total of 86,079 shares of common stock to pay for various
services and interest  expense during the three months ended March 31, 2000. The
warrants  are  exercisable  at prices  ranging  from $.60 to $1.65 per share and
expire at various dates through February 1, 2006.

As of December 31, 1999, the Company had warrants to purchase  3,233,496  shares
of common stock  outstanding at prices ranging from $.75 to $1.65 per share,  as
adjusted  for the 1 for 15  reverse  split  in  April  2000  (see  Note 7 in the
10-KSB).  No warrants were exercised or cancelled  during the three months ended
March 31,  2000.  As a result,  of the  issuances  of warrants  during the three
months  ended March 31,  2000,  the Company had  warrants to purchase  6,466,211
shares of common stock  outstanding  at March 31, 2000 with exercise  prices and
expiration dates as shown in the table below:
<TABLE>
<S>                 <C>                               <C>                           <C>



                    Shares Subject
                       to Warrants                    Exercise Price                  Expiration Date

                          749,100                          $ .83                      August 14, 2002
                        1,064,928                           1.65                    December 29, 2002
                          473,222                            .75                    December 29, 2002
                          538,000                           1.65                    December 31, 2002
                           68,242                           1.65                       March 22, 2003
                          340,000                            .75                   September 15, 2004
                           16,479                            .75                      January 1, 2005
                          717,753                           .495                     January 10, 2005
                           28,887                            .45                     January 10, 2005
                           66,667                            .60                     January 31, 2005
                        2,200,000                           1.20                    February 18, 2005
                          200,000                            .60                    February 18, 2005
                            2,933                           1.65                     February 1, 2006
                        ---------

                        6,466,211
                        =========
</TABLE>


As of December 31, 1999, the Company had options to purchase 3,963,297 shares of
common stock  outstanding at prices  ranging from $.003 to $25.35 per share,  as
adjusted  for the 1 for 15  reverse  split  in  April  2000  (see  Note 8 in the
10-KSB).  The table  that  follows  summarizes  the  status of the shares of the
Company's  common stock that are subject to issuance  upon the exercise of stock
options  outstanding  as of March 31,  2000 and changes in  outstanding  options
during the three months then ended:

                        CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 3 - Warrants and options (concluded):
<TABLE>
   <S>                                                                         <C>                      <C>


                                                                               Number of                    Range of
                                                                                Shares                   Exercise Prices
                                                                               ----------               ----------------


   Outstanding, at beginning of period                                          3,963,297                   $.003-$25.35
   Adjustments to options outstanding at beginning
      of period                                                                (1,483,110)                           .45
                                                                               ----------

   Outstanding, at beginning of period as adjusted                              2,480,187                     .003-25.35

   Granted                                                                         16,479                            .45
                                                                               ----------

   Outstanding, at end of period                                                2,496,666                     .003-25.35
                                                                               ==========

   Options exercisable at end of period                                         2,057,927
                                                                               ==========
</TABLE>


The Company initially reported that it had granted options to purchase 1,977,480
shares of common stock to an executive  officer during 1999 at an exercise price
of $.45 per share which was less than the fair market value of the shares on the
date of grant. The Company had charged  $2,966,000 to unearned  compensation and
additional  paid-in  capital  in 1999  based on the  number of shares  that were
subject to the options and the excess of the fair market value over the exercise
price for each share. A total of $148,000 of the unearned  compensation had been
amortized in 1999.  However,  the Company  actually  granted options to purchase
494,370 shares to the executive  officer  during 1999. As a result,  the initial
charge to  unearned  compensation  should have been  $742,000  of which  $37,000
should have been  amortized  in 1999.  Accordingly,  in addition to reducing the
number of shares subject to options  outstanding by 1,483,110 shares as shown in
the table above,  the Company reduced total unearned  compensation by $2,113,000
and reduced amortization expense by $111,000 during the three months ended March
31, 2000.

The Company also issued  options to purchase a total of 16,479  shares of common
stock to pay for various  services during the three months ended March 31, 2000.
The  options  are  exercisable  at $.45 per share and  expire at  various  dates
through September 2004.

The Company  valued the costs of the services and interest  expense paid through
issuances of warrants to purchase  86,079  shares of common stock and options to
purchase  16,479  shares of common stock during the three months ended March 31,
2000  described  above at  $184,000  based on the  estimated  fair  value of the
options  determined using methods required by Statement of Financial  Accounting
Standards No. 123, "Accounting for Stock-Based Compensation."

                       CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)



Note 4 - Net earnings (loss) per common share:

     The  Company  presents  "basic"  earnings  (loss) per common  share and, if
applicable,  "diluted"  earnings per common share  pursuant to the provisions of
Statement of Financial Accounting Standards No. 128, "Earnings per Share." 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 per common
share is similar to that of basic  earnings  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 2 herein  and/or Note 6 in the 10-KSB,  shares of SEries B
Stock had no preference in liquidation and their holders had conversion,  voting
and other  rights  that made each share the  equivalent  of 100 shares of common
stock.  Accordingly, the 10,835,431 weighted average common shares outstanding
used in 2000 was comprised of the 2,661,131 shares of hte Company's common stock
actually outstanding during that period, adjusted retroactively to include the
8,174,300 shares of common stock that were issued upon the conversion of the
Series B Stock in April 2000.  The 988,740 weighted average common shares
outstanding used in coputing basic net loss per common share of the three months
ended March 31, 1999 was comprised of the number of shares of common stock of
LungCheck (the accounting acquirer in the reverse acquisition) actually
outstanding durin that period, adjusted retroactively for the effects of their
conversion into shares of Series B Stock in connection with the Merger and their
conversion into shares of the Company's common stock in April 2000.

No  diluted  per share  amounts  have been  presented  in the  accompanying
condensed  consolidated  statements of operations  because the Company had a net
loss for the three  months ended March 31, 2000 and 1999 and,  accordingly,  the
assumed effects of the conversion of convertible  preferred shares that were not
equivalent to common shares and the exercise of options and warrants  would have
been anti-dilutive.


Note 5 - Income taxes:

     As of March 31, 2000, the Company had net operating loss  carryforwards  of
approximately  $8,491,000  available to reduce  future  Federal  taxable  income
which,  if not used,  will  expire at various  dates  through  2019.  Due to the
uncertainties  related  to,  among  other  things,  the extent and timing of its
future taxable income,  the Company offset the deferred tax assets  attributable
to the potential  benefits of  approximately  $2,887,000 from the utilization of
those net operating loss carryforwards by an equivalent  valuation  allowance as
of March 31, 2000.

The Company had also offset the  potential  benefits  from its deferred tax
assets by an  equivalent  valuation  allowance  during 1999.  As a result of the
increases in the valuation  allowance of $978,000 and $214,000  during the three
months ended March 31, 2000 and 1999, respectively,  no credits for income taxes
are  included  in  the  accompanying   condensed   consolidated   statements  of
operations.

                        CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)
<TABLE>
<S>                                                                                               <C>



Note 5 - Income taxes (concluded):

     The  Company's  deferred  tax assets as of March 31, 2000  consisted of the
effects of temporary differences attributable to the following:

     Services, compensation and interest expense paid
       through the issuance of preferred and common
       stock and stock options and warrants                                                       $   614,000
     Unearned compensation                                                                             25,000
     Net operating loss carryforwards                                                               2,887,000
                                                                                                  -----------
                                                                                                    3,526,000
     Less valuation allowance                                                                      (3,526,000)
                                                                                                  -----------

          Totals                                                                                  $         -


                                                                                                  ===========
</TABLE>

Note 6 - Commitments and contingencies:

     Litigation:

     On or about February 22, 1999, a purported  stockholder  derivative  action
was filed in United States  District Court for the Eastern  District of New York
in connection with certain  transactions  prior to the Merger culminating in the
sale by CellMetrix of its interest in one of its former subsidiaries,  Drew Shoe
Corporation  ("Drew") to Impleo,  LLC  ("Impleo").  The  complaint  named all of
CellMetrix's  then current  directors and several former directors as defendants
(the "CellMetrix Defendants") as well as Impleo and certain related entities and
individuals (collectively,  the "Defendants").  The complaint alleged violations
of the Federal  securities  laws and state law and  challenged  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  56.7%  interest  in  Drew  to  Impleo  and  (iii)  the  sale of
CellMetrix's  remaining  33.3%  interest in Drew to Impleo on March 4, 1999.  In
addition to seeking  recovery  on behalf of  CellMetrix  for  certain  allegedly
wrongful acts on the part of the Defendants,  the complaint sought,  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
CellMetrix  received  approval  of over  66.7% 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.  CellMetrix's  directors  denied  the  allegations
concerning any allegedly wrongful actions.

     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
CellMetrix and the alleged failure to seek separate stockholder approval for the
October  1998 sale.  The Company and its  directors  denied that they engaged in
wrongful  conduct and on September  13, 1999 the  Defendants  served  motions to
dismiss the amended complaint.

                       CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 6 - Commitments and contingencies (concluded):

     Litigation (concluded):

     After  further  motions,  the  parties  agreed to settle  the case and,  on
February  19,  2000,  executed  a  settlement  agreement  which  requires  court
approval.  The court has  scheduled a hearing to approve the  settlement on June
16,  2000.  The  principal  terms  of  the  settlement  require  the  CellMetrix
Defendants  to pay  $229,500  plus  legal  fees not to exceed  $85,000,  and the
remaining  Defendants to pay $25,000 plus legal fees not to exceed  $7,500.  The
Company's insurer has agreed to pay the obligations of the CellMetrix Defendants
arising from the settlement.

     Reserve for loss on contingent liabilities:

     In  connection  with the spin off on September  22, 1999 (see Note 1 in the
10-KSB), ISTX assumed all of the liabilities arising from CellMetrix's software,
technology and consulting operations. However, the liabilities were assumed with
"recourse"  and,  accordingly,  the  Company  is  contingently  liable for their
payment.  The management of the Company has  determined  that ISTX does not have
the  resources to pay all of its  remaining  liabilities  and, as a result,  the
Company recorded a reserve for the payment of those  liabilities and a charge of
$193,000  that  is  included  in  general  and  administrative  expenses  in the
accompanying condensed consolidated statement of operations for the three months
ended  March 31,  2000.  The Company  did not make any  payments  related to the
liabilities  assumed  and the entire  amount  reserved  is  included  in accrued
expenses in the accompanying  condensed  consolidated  balance sheet as of March
31, 2000.


     Note 7 -  Subsequent  events:

     License agreement:

     On April 4, 2000, the Company  entered into a patent and license  agreement
with AccuMed  International,  Inc.  ("AccuMed") for AccuMed's  technology in the
field  of  morphological,  cytochemical,  cytogenetic  and  quantitative  sputum
cytology which is used in laboratory  analyses for early lung cancer  detection,
screening,  diagnosis,  prognosis or therapeutic monitoring. The Company will be
required  to pay  AccuMed a license fee of  $1,000,000  in various  installments
through  December 1, 2000;  royalty  fees based on specified  terms;  and either
$1,000,000 in cash,  or shares of the Company's  common stock with an equivalent
value,  on the first  anniversary of the agreement  based on an election made by
AccuMed.  The  agreement  will  expire on April 4,  2020  except  under  certain
conditions.

     Investment in debentures:

     During April 2000, the Company purchased secured claims against Intelligent
Medical Imaging,  Inc. ("IMI") with a principal  balance of $500,000 from one of
IMI's  creditors for $370,000.  IMI is a  manufacturer  of automated  microscopy
systems used worldwide in hospitals and large clinical  laboratories  that filed
for Chapter 11 Bankruptcy Protection in November 1999.

                                      * * *


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 RESULTS.

Overview:

CellMetrix,  Inc.  and  Subsidiaries  (formerly  BCAM  International,  Inc.  and
Subsidiaries)  (the  "Company") has been  primarily a technology  pioneer in the
field of Intelligent  Surface  Technology  blending  biomechanics and ergonomics
with  innovative  electronic  systems and software.  On September 23, 1999,  the
Company completed a merger and  recapitalization  and acquired  LungCheck,  Inc.
("LungCheck")  (see Item 1,  Description of Business).  Since  CellMetrix had no
business  operations  immediately prior to the merger, a new medical diagnostics
business model has been created using LungCheck and additional technologies that
have been  licensed by the  Company.  The merger has been treated as a "purchase
business  combination" and a "reverse  acquisition"  for accounting  purposes in
which BCAM is the legal acquirer and LungCheck is the accounting acquirer.

CellMetrix is currently  engaged in the  development  sales of clinical  testing
applications and automated  laboratory systems that together allow for the early
detection, diagnosis, characterization,  treatment and monitoring of significant
human diseases.  The Company is currently focused on developing clinical testing
applications for lung cancer and has already fully developed and begun marketing
its first  clinical  application  called  LungCheck(R)  to  targeted  healthcare
providers who treat people that are `at-risk' for lung disease.

The LungCheck  business is based on one product that  identifies 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(R)  product utilizes a patented  collection device whereby the patient
with the aid of a  physician  collects  a sputum  specimen  and then  mails  the
specimen  container to the Company's  contracted  laboratories  for  processing,
evaluation and interpretation. The contracted laboratories provide services that
include 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 by the contracted  laboratories.  This report is
made  possible  by using a  cyto-pathology  database  and  specialized  computer
software  developed  by the  Company  and  placed  into  each of the  contracted
laboratories.  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.  The Company
maintains  that it is not in the  business of  practicing  medicine.  CellMetrix
products  are used  solely by the  laboratories  that work with the  Company  to
assist medical providers in their customary medical practices.

The Company  markets its products and services to specialty  medical  providers,
and 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.
CellMetrix  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. To date, sales have not been significant.

The Company  plans to fully  develop  laboratory  systems  that  provide  highly
sensitive (using genetic and molecular marker technology)  testing  capabilities
through automated  screening  technology and to simultaneously  develop numerous
clinical  applications  that test for various  forms of cancer or other  serious
medical conditions and are able to be run on the CellMetrix  laboratory systems.
The  Company  will  market  through  various  channels,  the use of its  testing
applications to medical providers who in turn will order the tests that are then
run on the  laboratory  systems  that the  Company  provides  to  certain  large
reference and hospital laboratories.  The Company believes that the placement of
its systems coupled with the increased  utilization of its testing  applications
by providers will result in significant  recurring  revenue to the  laboratories
that use its systems as well as to the Company and the  physicians  that collect
specimens for testing.  The Company plans to charge the laboratory on a per-test
or per-user basis and it is contemplated that the Company will place its systems
and receive  on-going  leasing  revenue from these  systems as well as from fees
associated  with sales of its proprietary  testing kits and proprietary  testing
reagents.

The Company  fully  anticipates  that its program for building and testing these
medical  applications  and systems  will  continue on an on-going  basis for the
foreseeable future. At this time, there are no revenues associated with the sale
of any medical testing  instruments  and/or testing  products to date other than
those from the LungCheck(R) Test.



Results of Operations

Results of  operations  for the three  months ended March 31, 2000 and 1999 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 March 2000. In September
1999 it consummated a series of transactions resulting in a recapitalization and
merger. Through September 1999, the Company was periodically advanced funds by a
major  stockholder,  a portion  of which was  converted  into  capital  stock in
connection with the recapitalization. The Company raised $1,510,000 from January
1, through March 31, 2000 through private placements.

Revenues  increased  from $8,000 to $10,000 for the three months ended March 31,
1999 and 2000. The Company's limited cash resources did not allow for aggressive
marketing and sales activities.

Costs of revenues  declined  from  $41,000 to $8,000 for the three  months ended
March 31,  1999 and 2000 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 increased from $346,000 to $798,000
for the three months ended March 31, 1999 and 2000.  This increase is mainly due
to consulting and compensation charges related to the issuance of stock options,
offset by reductions in certain medical, sales and marketing expenses.

LIQUIDITY AND CAPITAL RESOURCES

As indicated in the accompanying condensed consolidated financial statements, as
of March 31, 2000, 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.  Management  expects that losses and cash flow deficiencies
will  continue  through at least March 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 to obtain additional financing and,
ultimately,  increase revenues and generate sufficient profits and cash flows to
sustain its operations.

In April  2000,  the  Company  received  $250,000  as a deposit  related  to the
proposed sale of preferred  stock through a subsequent  private  placement.  The
Company  anticipates  that it will need to raise  $3,000,000 to satisfy its cash
requirements for the next twelve months. 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  current  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 Company  signed a multi-year  patent and technology  license  agreement with
AccuMed International, Inc. ("AccuMed") on April 4, 2000. This agreement enables
the  Company  to  gain  exclusive  use of  AccuMed  automated  and  quantitative
microscope  technologies,  products and patent rights in the field of early lung
cancer  detection,  and will speed the Company's  efforts to become the industry
leader.  The agreement  requires a license fee of $1,000,000  payable in various
installments through December 1, 2000, royalty fees based on specified terms and
$1,000,000  in cash  or  shares  of the  Company's  common  stock  on the  first
anniversary of the agreement.
<PAGE>
PART II. OTHER INFORMATION

         Item 1.  Legal proceedings

         On or about  February  22,  1999,  a purported  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 56.7% 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   International,   Inc.,   through  its
wholly-owned  subsidiary,   LungCheck  Health,  Inc.,  a  Delaware  corporation,
("BCAM," or the  "Company"),  pursuant to an  Agreement  and Plan of Merger (the
"Merger  Agreement")  dated  September  15,  1999,   acquired  LungCheck,   Inc.
("LungCheck"),  a Delaware corporation, in a statutory merger of LungCheck, Inc.
into LungCheck Health, Inc. (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 79,891.425  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 to the
Merger, the Company issued 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 to the
Investors.  The price  paid by the  Investors  for each  share of the  Company's
Series B  Preferred  Stock was  $45.50  and the  price  per  share  paid by such
investors for the Company's  common stock was $.1499 per share, for an aggregate
consideration of $750,000.  The 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

         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:  May 22, 2000              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)




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