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          June 30, 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)

                                 (631) 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 X No

     State the number of shares  outstanding of each of the issuer's  classes of
common equity as of the latest practicable date: June 30, 2000: 10,939,502

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

<PAGE>


                        CellMetrix, Inc. and Subsidiaries
              (Formerly BCAM International, Inc. and Subsidiaries)

<TABLE>
<CAPTION>



                                                                                                                    PAGE
                                                                                                                    ----

Part I - Financial Information

Item 1.       Financial Statements

<S>                                                                                                                  <C>
              Condensed Consolidated Balance Sheet
              June 30, 2000 (Unaudited)                                                                              F-2

              Condensed Consolidated Statements of Operations
              Six and Three Months Ended June 30, 2000 and 1999 (Unaudited)                                          F-3

              Condensed Consolidated Statement of Changes in Stockholders' Equity
              Six Months Ended June 30, 2000 (Unaudited)                                                             F-4

              Condensed Consolidated Statements of Cash Flows
              Six Months Ended June 30, 2000 and 1999 (Unaudited)                                                    F-5

              Notes to Condensed Consolidated Financial Statements (Unaudited)                                      F-6/18

Item 2.       Management's Discussion and Analysis or Plan of Operation                                             F-19/22


Part II - Other Information

Item 1.       Legal Proceedings                                                                                     23

Item 2.       Changes in Securities and Use of Proceeds                                                             23/25

Item 3.       Defaults upon Senior Securities                                                                       25

Item 4.       Submission of matters to a vote of security holders                                                   25

Item 6.       Exhibits and Reports on Form 8-K                                                                      25

              Signatures                                                                                            26

              Index of Exhibits                                                                                     27

</TABLE>
                                      F-1
<PAGE>


                        CellMetrix, Inc. and Subsidiaries

                      Condensed Consolidated Balance Sheet
                                  June 30, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>

                                     Assets
                                     ------

<S>                                                                                                            <C>
Current assets:
     Cash                                                                                                       $     9,000
     Accounts receivable, less allowance for contractual discounts
         and doubtful accounts of $15,000                                                                             7,000
     Other current assets                                                                                            43,000
                                                                                                                -----------
                  Total current assets                                                                               59,000
Equipment, net of accumulated depreciation of $13,000                                                                15,000
Technology costs, net of accumulated amortization of $421,000                                                       757,000
Debt issuance costs, net of accumulated amortization of $548,000                                                  1,750,000
Licensing costs                                                                                                   4,084,000
Investment in nonmarketable debentures                                                                              393,000
                                                                                                                -----------
                  Total                                                                                         $ 7,058,000
                                                                                                                ===========

                      Liabilities and Stockholders' Equity
                      ------------------------------------

Current liabilities:
     Notes currently payable (including obligations in default)                                                $    828,000
     Payments received for preferred stock prior to issuance                                                        323,000
     Accounts payable                                                                                               480,000
     Accrued expenses                                                                                               714,000
     Estimated value of obligations for purchase of license                                                       3,497,000
                                                                                                                -----------
                  Total current liabilities                                                                       5,842,000
Other notes payable                                                                                                 350,000
                                                                                                                -----------
                  Total liabilities                                                                               6,192,000
                                                                                                                -----------
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; 107,667 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; 132,000 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; 10,939,502 shares issued                                                                     1,635,000
     Additional paid-in capital                                                                                  11,564,000
     Unearned compensation                                                                                         (630,000)
     Accumulated deficit                                                                                        (10,809,000)
     Less treasury stock - 50,879 shares of common stock at cost                                                   (899,000)
                                                                                                                -----------
                  Total stockholders' equity                                                                        866,000
                                                                                                                -----------
                  Total                                                                                         $ 7,058,000
                                                                                                                ===========

<FN>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
                                      F-2
<PAGE>
                        CellMetrix, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Operations
                Six and Three Months Ended June 30, 2000 and 1999
                                   (Unaudited)



<TABLE>
<CAPTION>

                                                                Six Months Ended                    Three Months Ended
                                                                     June 30,                             June 30,
                                                          ------------------------------     ------------------------------
                                                               2000             1999              2000              1999
                                                          -------------    -------------     -------------      -----------

<S>                                                       <C>              <C>                <C>               <C>
Net revenues                                              $      20,000    $      13,000      $     10,000      $     5,000
                                                          -------------    -------------      ------------      -----------

Operating expenses:
    Cost of revenues                                              9,000           50,000             1,000            9,000
    Selling, general and administrative
       expenses                                               1,428,000          574,000           630,000          228,000
                                                           ------------    -------------      ------------       ----------
          Totals                                              1,437,000          624,000           631,000          237,000
                                                           ------------    -------------      ------------       ----------

Loss from operations                                         (1,417,000)        (611,000)         (621,000)        (232,000)

Interest expense                                                416,000          491,000           214,000          241,000
                                                          -------------    -------------      ------------       ----------

Net loss                                                   $(1,833,000)     $(1,102,000)        $(835,000)        $(473,000)
                                                           ===========      ===========       ============        ==========


Basic net loss per common share                                  $(.17)          $(1.11)            $(.08)            $(.48)
                                                                 =====           ======             =====             =====


Basic weighted average number of
    common shares outstanding                                10,863,623          988,740        10,878,623          988,740
                                                             ==========          =======        ==========          =======

<FN>
See Notes to Condensed Consolidated Financial Statements.
</FN>
                                      F-3
</TABLE>


<PAGE>

                       CellMetrix, Inc. and Subsidiaries

      Condensed Consolidated Statements of Changes in Stockholders' Equity
                         Six Months Ended June 30, 2000
                                   (Unaudited)



<TABLE>
<CAPTION>


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

<S>              <C>               <C>         <C>         <C>        <C>         <C>           <C>
Balance, January 1, 2000           $3,000      $1,000                             40,680,153    $407,000

Proceeds from  issuance  of
  107,667  shares of Series
  C and  132,000  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 81,875 shares
   of Series B Preferred Stock
   into common stock                         (1,000)                             122,812,380     1,228,000

Effect of 1 for 15 reverse
   split                                                                        (152,593,031)

Issuance of common stock to
   noteholders                                                                        40,000

Net loss
                                   ------   ----------       ------      ------    ----------   ----------
Balance, June 30, 2000             $3,000   $   -            $1,000      $1,000    10,939,502   $1,635,000
                                   ======   ==========       ======      ======    ==========   ==========
</TABLE>
                                       F-4
<PAGE>
<TABLE>
<CAPTION>

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

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

Proceeds from  issuance  of
  107,667  shares of Series
  C and  132,000  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                                        75,000                                                   75,000

Conversion of 81,875 shares
   of Series B Preferred Stock
   into common stock                 (1,227,000)

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

Issuance of common stock to
   noteholders                          114,000                                                               114,000

Net loss                                                          (1,833,000)                              (1,833,000)
                                     -----------     ---------   -----------      ------      ---------   -----------
Balance, June 30, 2000               $11,564,000     (630,000)  $(10,809,000)     50,879      $(899,000)  $   866,000
                                     ===========     =========   ============     ======      =========   ===========
<FN>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
                                F-4 (continued)
<PAGE>


                        CellMetrix, Inc. and Subsidiaries

                 Condensed Consolidated Statements of Cash Flows
                     Six Months Ended June 30, 2000 and 1999
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                  2000              1999
                                                                                                  ----              ----

Operating activities:
<S>                                                                                          <C>               <C>
     Net loss                                                                                $(1,833,000)      $(1,102,000)
     Adjustments to reconcile net loss to net cash
         used in operating activities:
         Depreciation of equipment                                                                 6,000             14,000
         Amortization of technology costs                                                         84,000             84,000
         Amortization of debt issuance costs and debt discount                                   335,000
         Net reversal of amortization of unearned compensation                                   (36,000)
         Deferred interest expense                                                                17,000            420,000
         Service and interest expense paid through issuances
              of stock options and warrants                                                      184,000
         Changes in operating assets and liabilities:
              Accounts receivable                                                                 11,000             18,000
              Other current assets                                                                 4,000
              Accounts payable                                                                   189,000            326,000
              Accrued expenses                                                                   555,000           (304,000)
              Other liabilities                                                                  (70,000)
                                                                                             ------------       ------------
                  Net cash used in operating activities                                         (554,000)          (544,000)
                                                                                             ------------       ------------

Investing activities:
     Costs of acquiring license agreement                                                       (587,000)
     Purchase of investment in nonmarketable debentures                                         (393,000)
     Payments of capital lease obligations                                                                           (6,000)
                                                                                            -------------       ------------
                  Net cash used in operating activities                                         (980,000)            (6,000)
                                                                                            -------------       ------------

Financing activities:
     Advance from stockholder                                                                                       150,000
     Proceeds from issuances of notes payable                                                                       400,000
     Repayments of notes payable                                                                (118,000)
     Payments received for preferred stock prior to issuance                                     323,000
     Proceeds from issuances of preferred stock, net of expenses
         of $20,000 and cash received in 1999 of $220,000                                      1,270,000
                                                                                            ------------         ----------
                  Net cash provided by financing activities                                    1,475,000            550,000
                                                                                            ------------         ----------

Net increase (decrease) in cash                                                                  (59,000)              -

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

Cash, end of period                                                                       $        9,000          $    -
                                                                                          ==============         ==========

Supplemental disclosures of cash flow data:
     Interest paid                                                                        $      36,000           $  55,000
                                                                                           =============         ==========
<FN>
See Notes to Condensed Consolidated Financial Statements.
</FN>
</TABLE>
                                      F-5

<PAGE>


                        CellMetrix, 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 June 30, 2000,  and their  results of
          operations  for the six and three months ended June 30, 2000 and 1999,
          changes in stockholders' equity for the six months ended June 30, 2000
          and cash  flows  for the six  months  ended  June 30,  2000 and  1999.
          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 audited 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.

          The results of operations  for the six and three months ended June 30,
          2000 are not  necessarily  indicative of the results of operations for
          the full year ending December 31, 2000.


     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  LungCheck.
          LungCheck  has  been  in  the  business  of  enhancing  and  marketing
          technology used to provide cytology  laboratory  services that include
          the  quantitative  assessment of pulmonary  specimens,  as well as the
          early identification of cancer and other abnormalities detectable from
          sputum cytology specimens.

                                      F-6
<PAGE>


                 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 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 six and three months ended June 30, 1999
          only reflect the results of operations and cash flows of LungCheck.

          As used herein, the "Company" refers to CellMetrix, which is a holding
          company, its principal operating subsidiary,  LungCheck, and its other
          subsidiaries.

          The Company is a medical  technology  company that is aiming to become
          the  premier  provider  of  cost-effective  cell and  tissue  analysis
          systems.  These  systems  are being  designed  to  provide  healthcare
          professionals  with valuable  information to improve patient  outcomes
          through early disease detection and improved patient  management.  The
          Company is currently  focused on developing  novel  clinical tests for
          early-stage  lung cancer.  In April 2000,  the Company  entered into a
          patent  and  license  agreement  with  AccuMed   International,   Inc.
          ("AccuMed") for the right to use AccuMed's image cytometry  technology
          and AccuMed's  proprietary  analytical imaging instruments and systems
          (see Note 2 herein).  The Company is in the process of integrating the
          LungCheck  and AccuMed  technologies  and using its  resources and the
          resources of its strategic partners to develop a more complete line of
          sputum preparation and analysis systems. It has temporarily  suspended
          marketing efforts related to the sputum cytology-based testing product
          for early lung cancer  detection  that had been the primary  source of
          its  revenues  during  fiscal  1999 and the six months  ended June 30,
          2000.

                                      F-7

<PAGE>


                        CellMetrix, 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 not  generated  significant  revenues on a sustained
          basis from its principal  operating assets,  the technology  LungCheck
          acquired at, and has been developing  since,  its inception on January
          30,  1997 and the  rights  to the  technology  that it  acquired  from
          AccuMed.  The Company's operations have generated losses and cash flow
          deficiencies   from  its   inception.   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  agreements  as of  June  30,  2000.
          Management  expects that such losses and cash flow  deficiencies  will
          continue through at least June 30, 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,
          license  costs 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  June 30,  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.

          The Company did not have any significant cash resources as of June 30,
          2000.  Although  the  Company  received  $195,000  in July  2000 as an
          additional  deposit  related to the proposed  sale of preferred  stock
          through a subsequent  proposed private  placement (see Note 4 herein),
          management  anticipates  that the  Company  will  still  need to raise
          approximately $4,000,000 to satisfy its cash requirements through June
          30, 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 June 30,
          2001.

                                      F-8

<PAGE>

                        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 had engaged a  consulting  firm with  expertise in medical
          sales and  marketing  strategies  to assist its own  personnel  in the
          preparation   of  a  business  plan  and   exploration   of  strategic
          alternatives  which include,  among other things,  potential  business
          combinations,  strategic  alliances  and other  potential  sources  of
          financing (the  consulting firm suspended the provision of services in
          July 2000 pending the receipt of certain payments).  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.

          In  addition,  management  believes  the Company has  developed a more
          viable  marketing  strategy as explained  above. 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.


Note 2 - Licensing costs:

     On April 4, 2000, the Company  entered into a patent and license  agreement
     (the  "License  Agreement")  with  AccuMed  for the right to use  AccuMed's
     morphological,  cytochemical,  cytogenetic and quantitative sputum cytology
     technology.  AccuMed's  technology is used in laboratory analyses for early
     lung cancer detection,  screening,  diagnosis, prognosis and/or therapeutic
     monitoring.  The License  Agreement  will  expire on April 4, 2020,  except
     under certain conditions specified therein.

     The  Company  agreed to pay  AccuMed  (i) a license  fee of  $1,000,000  in
     various  installments (with interest at 10%) through December 1, 2000; (ii)
     royalty fees based on specified terms;  (iii) either $1,000,000 in cash, or
     shares of the Company's common stock with an equivalent value, on the first
     anniversary  of the  License  Agreement  based on an election to be made by
     AccuMed;  and (iv) shares of the Company's common stock equal to 10% of the
     total number of shares of its common stock outstanding or issuable upon the
     exercise or conversion of certain specified options, warrants and preferred
     shares on the first anniversary.

                                      F-9
<PAGE>


                        CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 2 - Licensing costs (concluded):

     The Company  recorded  total  licensing  costs of $4,048,000 as of June 30,
     2000,  which was comprised of (i) the  $1,000,000  payable in  installments
     through  December 1, 2000 (of which  $750,000  remained  unpaid at June 30,
     2000);  (ii)  the  $1,000,000  payable  in  cash  or  shares  on the  first
     anniversary of the License Agreement;  (iii) $1,747,000  estimated based on
     10% of the total number of shares of the Company's common stock outstanding
     or issuable  upon the  exercise or  conversion  of  options,  warrants  and
     preferred  shares  and the fair value of those  shares as of June 30,  2000
     (the  estimate  will be revised  based on the actual  number of shares that
     become  issuable  and the fair  market  value of those  shares on the first
     anniversary);  and (iv) $337,000 of fees  incurred in  connection  with the
     License Agreement.  The Company will amortize the cost of the license using
     the straight-line  method over an estimated useful life of seven years from
     the  date  it  commences  the  commercial  use  of  AccuMed's   technology.
     Management expects that such use will commence during 2001. The purchase of
     the license through, effectively,  installment payments and shares issuable
     was a  noncash  transaction  that  is not  reflected  in  the  accompanying
     condensed  consolidated  statement  of cash flows for the six months  ended
     June 30, 2000.


Note 3 - Investment in nonmarketable debentures:

     During April 2000, the Company purchased secured claims against Intelligent
     Medical  Imaging,  Inc.  ("IMI"),  a manufacturer  of automated  microscopy
     systems used  worldwide in hospitals and large clinical  laboratories  that
     filed for Chapter 11 bankruptcy  protection in November  1999.  The secured
     claims are for the payment of  debentures  issued by IMI with an  aggregate
     principal balance of approximately $535,000,  stated interest rates ranging
     from  10% to 12% and  originally  scheduled  maturity  dates  ranging  from
     October 2, 1998 to May 10, 1999. The  debentures  are not publicly  traded.
     Due to the  uncertainties  related to the fair value of the  debentures and
     the  ability  of IMI to pay  principal  and/or  interest,  the  Company  is
     carrying its  investment  at cost and will account for IMI's  payments,  if
     any, of principal and/or interest on a cost recovery basis.


Note 4 - Stockholders' equity:

     The  information  that follows relates  primarily to the Company's  capital
     stock and  stockholders'  equity at June 30,  2000 and the  changes  in its
     capital  stock and  stockholders'  equity during the six 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.

                                      F-10
<PAGE>


                        CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 4 - Stockholders' equity (continued):

     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,  81,875 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 six  months  ended June 30,  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  81,875  shares of Series B
     Stock outstanding as of December 31, 1999 were automatically converted into
     8,187,500  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,  where appropriate,  in the accompanying condensed
     consolidated financial statements and these notes.

                                      F-11
<PAGE>


                        CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 4 - Stockholders' equity (continued):

     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 4,337 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 717,780 shares of common stock were reserved for issuance upon the
     conversion of Series C Stock at June 30, 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 June 30, 2000.

                                      F-12
<PAGE>


                        CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 4 - Stockholders' equity (concluded):

     The  balance  of  notes  currently  payable  as of June 30,  2000  includes
     approximately  $828,000  attributable  to  the  carrying  value  of a  note
     originally payable to InterEquity in monthly  installments through December
     31,  2002 (see Note 4 in the  10-KSB).  The  Company  was in  violation  of
     certain  loan  covenants as of June 30, 2000 and,  accordingly,  the entire
     balance has been  classified  as a current  liability  as of that date.  In
     connection with certain  waivers  obtained during the six months ended June
     30,  2000,  the Company  agreed to issue  20,000  shares of common stock to
     InterEquity  on April 1, 2000,  and 10,000  shares of common stock for each
     month thereafter  until the note is paid in full. As a result,  the Company
     issued 40,000 shares of common stock to  InterEquity  during the six months
     ended June 30, 2000 with an  approximate  aggregate  fair value of $114,000
     which has been included in debt issuance costs and is being  amortized over
     the  remaining  term of the note.  The issuance of the shares was a noncash
     transaction   that  is  not   reflected  in  the   accompanying   condensed
     consolidated  statement  of cash  flows for the six  months  ended June 30,
     2000.

     During  the  six  months  ended  June  30,  2000,   the  Company   received
     unrestricted  cash  payments of $323,000  from  investors for the purchase,
     pursuant to a proposed private placement exempt from registration under the
     Act, of shares of convertible  preferred stock to be designated as Series E
     Convertible Preferred Stock (the "Series E Stock") and warrants to purchase
     shares of the  Company's  common  stock.  During  July  2000,  the  Company
     received additional unrestricted cash payments of $195,000 for the purchase
     of Series E Stock and warrants.  The purchase price for the shares would be
     50% of the average  price for a specified  period prior to the closing of a
     proposed  private  placement  of shares  of  Series E Stock  with a minimum
     selling price of $1,000,000 and a maximum selling price of $5,000,000. Each
     share of Series E Stock would be convertible at any time by the holder into
     one share of common stock.  Investors  will receive one warrant to purchase
     one share of common stock for each share of Series E Stock purchased.  Each
     warrant will be  exercisable  for the purchase of one share of common stock
     during the three  year  period  subsequent  to the  closing of the  private
     placement.  However, management cannot assure that the Company will be able
     to consummate the proposed  private  placement or that the Company will not
     have to return amounts paid by the investors prior to consummation.


Note 5 - Warrants and options:

     In  addition  to  the  warrants  issued  in  connection  with  the  private
     placements  of  preferred  stock  described  in Note 4 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 six months ended June
     30, 2000. The warrants are exercisable at prices ranging from $.45 to $1.65
     per share and expire at various dates through February 1, 2006.

                                      F-13

<PAGE>


                        CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 5 - Warrants and options (continued):

     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 six
     months  ended June 30,  2000.  As a result,  of the  issuances  of warrants
     during the six months  ended June 30,  2000,  the Company  had  warrants to
     purchase 6,466,211 shares of common stock outstanding at June 30, 2000 with
     exercise prices and expiration dates as shown in the table below:

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
=========

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 June 30,  2000 and  changes in  outstanding  options
during the six months then ended:

                                      F-14
<PAGE>


                        CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 5 - Warrants and options (concluded):

<TABLE>
<CAPTION>

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

<S>                                                        <C>          <C>   <C>
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
Canceled/expired                                             (42,659)  13.83-25.35
                                                           ---------

Outstanding, at end of period                              2,454,007     .003-1.65
                                                           =========
Options exercisable at end of period                       2,013,469
                                                           =========
</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 six months ended June
30, 2000.

The Company also issued  options to purchase a total of 16,479  shares of common
stock to pay for various services during the six months ended June 30, 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 six months ended June 30, 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."

                                      F-15
<PAGE>

                        CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 6 - 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 4 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  10,863,623  and  10,878,623  weighted
     average  common  shares  outstanding  used in computing  basic net loss per
     common   share  for  the  six  and  three   months  ended  June  30,  2000,
     respectively,  were  based on the  weighted  average  of the  shares of the
     Company's common stock actually  outstanding  during each period,  adjusted
     retroactively  to include the  weighted  average  effects of the  8,187,500
     shares of common stock that were issued upon the conversion of the Series B
     Stock on April  18,  2000.  The  988,740  weighted  average  common  shares
     outstanding  used in computing  basic net loss per common share for the six
     and three months ended June 30, 1999 was  comprised of the number of shares
     of common  stock of  LungCheck  (the  accounting  acquirer  in the  reverse
     acquisition)   actually   outstanding   during   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 six and three  months  ended  June 30,  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 7 - Income taxes:

     As of June 30, 2000,  the Company had net operating loss  carryforwards  of
     approximately  $9,326,000 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 $3,171,000 from the
     utilization  of those net  operating  loss  carryforwards  by an equivalent
     valuation allowance as of June 30, 2000.

                                      F-16
<PAGE>

                        CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 7 - Income taxes (concluded):

     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 $1,275,000 and $375,000 during the
     six months  ended June 30, 2000 and 1999,  respectively,  and  $297,000 and
     $161,000   during  the  three   months   ended  June  30,  2000  and  1999,
     respectively,  no credits for income taxes are included in the accompanying
     condensed consolidated statements of operations.

     The  Company's  deferred  tax assets as of June 30, 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                                                    38,000
Net operating loss carryforwards                                      3,171,000
                                                                    -----------
                                                                      3,823,000
Less valuation allowance                                             (3,823,000)

       Totals                                                       $      --
                                                                    ===========


Note 8 - 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.

                                      F-17
<PAGE>
                        CellMetrix, Inc. and Subsidiaries

              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

Note 8 - Commitments and contingencies (concluded):

     Litigation (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  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.

     After  further  motions,  the  parties  agreed to settle  the case and,  on
     February 19, 2000,  executed a settlement  agreement  which  required court
     approval. The court approved the settlement on July 21, 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 charge of  $193,000  that is
     included  in  general  and  administrative  expenses  in  the  accompanying
     condensed  consolidated  statement of  operations  for the six months ended
     June 30, 2000.



                                      * * *

                                      F-18
<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 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 was created using the  LungCheck(R)  sputum cytology  product and
additional  technologies  that were  licensed  by the  Company.  The  merger was
treated 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.

     The Company is a medical technology company that aims to become the premier
provider of cost-effective cell and tissue analysis systems.  These systems will
provide healthcare  professionals  with valuable  information to improve patient
outcomes through early disease  detection and improved patient  management.  The
Company is currently  focused on developing novel clinical tests for early stage
lung  cancer.  In April  2000,  the  Company  entered  into a patent and license
agreement  with AccuMed  International,  Inc.  ("AccuMed")  for the right to use
AccuMed's  image  cytometry  technology  and  AccuMed's  proprietary  analytical
imaging  instruments  and systems.  The Company is in the process of integrating
the LungCheck and AccuMed technologies and using its resources and the resources
of its strategic  partners to develop a more complete line of sputum preparation
and analysis systems. It has temporarily  suspended marketing efforts related to
the sputum  cytology-based  testing product for early lung cancer detection that
had been the  primary  source of its  revenues  during  fiscal  1999 and the six
months ended June 30, 2000.


The  Company's  business  strategy is to fully develop  laboratory  systems that
provide  highly   sensitive  (using  genetic  and  molecular  marker  and  probe
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  Company's  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-use 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.

As  previously  discussed,  in April  2000,  the Company  executed an  exclusive
worldwide license agreement with AccuMed for the computer-aided and quantitative
microscopy  platforms  (i.e.,  analytical  instruments)  needed to process large
numbers  of  sputum  specimens   cost-effectively  (i.e.,  rapidly  and  without
significant  human labor costs).  Additional  technology-based  partnerships are
being pursued in sputum specimen  preparation (e.g.,  automated  homogenization,
fixation, cell deposition, slide staining, and coverslipping). 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.

Management  believes that access to the market will be created, in part, through
increased  consumer  awareness of the benefits of early lung cancer detection to
patient  outcomes.  Also,  the market  will be expanded  as  third-party  payers
increase their  reimbursement rates for sputum tests and establish new CPT codes
for new early lung cancer  detection  and  diagnostic  tests.  The Company is in
active  discussions  with  developers and suppliers of the genetic and molecular
reagents to establish  proprietary  supply chains and distribution  channels for
the CellMetrix Lung Cancer Panel Test.

Through its merger with LungCheck,  the Company  acquired the  TrendCytoGram(TM)
which has served until  recently as the  Company's  only sputum  cytology  based
testing product for lung cancer early  detection.  Management has concluded that
rather  than to continue  its efforts to market this test,  it will aim to build
consensus in the marketplace  behind the Company's future testing  methodologies
that are based upon the latest research of molecular  marker and probe sciences.
Management has therefore  suspended its marketing and sales efforts of the Trend
CytoGram(TM) in order to complete its  aforementioned  business  milestones over
the next several  months.  The Company  anticipates  launching an enhanced early
lung cancer detection and diagnosis Panel Test in 2001.

Results of Operations
Results  of  operations  for the six months  ended  June 30,  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 June 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.  During the six month period from January
1,  through  June 30,  2000,  the  Company  raised  $1,510,000  through  private
placements and $323,000 through a proposed private placement.

Revenues  increased  from  $13,000 and $5,000 in the six and three  months ended
June 30, 1999, respectively, to $20,000 and $10,000 for the six and three months
ended June 30, 2000, respectively.  The Company's limited cash resources did not
allow for aggressive marketing and sales activities.

Costs of revenues  declined  from $50,000 and $9,000 in the six and three months
ended June 30,  1999,  respectively,  to $9,000 and $1,000 for the six and three
months ended June 30, 2000,  respectively.  The  Company's  laboratory  facility
closed in March 1999. In conjunction with the laboratory's  closure, the Company
entered into an agreement  whereby a medical provider of laboratory  services 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  $574,000  and
$228,000  in the six and three  months  ended June 30,  1999,  respectively,  to
$1,428,000  and  $630,000  for the six and three  months  ended  June 30,  2000,
respectively.   This  increase  is  primarily  due  to  noncash  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 June 30, 2000,  the Company has not generated any  significant  revenues from
the LungCheck(R) test 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 June 30, 2000.  Management
expects that such losses and cash flow  deficiencies  will  continue  through at
least June 30, 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,  license costs 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.

The Company received  additional  unrestricted cash payments of $195,000 in July
2000 as an additional  deposit  related to the proposed sale of preferred  stock
through a subsequent  proposed private placement.  The Company anticipates that,
in addition, it will need to raise approximately  $4,000,000 to satisfy its cash
requirements  through June 30, 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.


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.
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  approved the  settlement  on July 21, 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.

     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.

     On April 18, 2000, the Company's  stockholders  approved a 1 for 15 reverse
split of the Company's common stock. See Item 6 below.

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.

     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  purpose 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.

     The Company  issued  40,000 shares of common stock to  Interequity  Capital
Partners, L.P. ("Interequity") during the six months ended June 30, 2000 with an
approximate  aggregate  fair  value of  $114,000  in  connection  with  being in
violation of a certain loan agreement entered into with Interequity.  See Note 4
to Condensed Consolidated Financial Statements.

     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 six months
ended June 30, 2000. The warrants are exercisable at prices ranging from $.45 to
$1.65 per share and expire at various dates through February 1, 2006.




     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  (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 4. Submission of Matters to a Vote of Security Holders

     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.

     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:  August 17, 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)