U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-KSB

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

   For the Fiscal Year Ended                     Commission File Number: 0-18109
     December 31, 1995

         Exact name of small business issuer as specified in its charter

                            BCAM INTERNATIONAL, INC.
                 (formerly BIOMECHANICS CORPORATION OF AMERICA)

State or other jurisdiction of                                     IRS Employer
incorporation or organization: New York          Identification No.: 13-3228375

                     Address of principal executive offices:

                             1800 Walt Whitman Road,
                            Melville, New York 11747
                                 (516) 752-3550

Securities registered under                    Name of each exchange on 
  Section 12(b) of the Exchange Act:             which registered:              
    Common Stock, $.01 par value                 Boston Stock Exchange          
                                                 NASDAQ
 
         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.01 par value
                         Common Stock Purchase Warrants
                   Units consisting of three common shares and
                         two redeemable Class A Warrants


     Check whether the  registrant  (1) filed all reports to be filed by Section
13 or 15 (d) of the  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  if  disclosure  of  delinquent  filers  in  response  to Item 405 of
Regulation  S-B is not  contained  in  this  form,  and no  disclosure  will  be
contained,  to the best of the  registrant's  knowledge,  in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ].

     Registrant's revenues for its most recent fiscal year were $752,077.

     The  aggregate  market  value  of the  registrant's  common  stock  held by
non-affiliates  as of March 15, 1996, was  $16,426,774,  based on the average of
the bid and asked prices of such stock on March 15, 1996 as reported by NASDAQ.

     The number of shares  outstanding  of the  registrant's  common stock as of
March 15, 1996 was 14,857,233.

DOCUMENTS INCORPORATED BY REFERENCE

     Proxy Statement for the 1996 Annual Meeting  incorporated by reference into
Part III of this Form 10-KSB.

Transitional Small Business Disclosure Format (check one): Yes __; No X_

<PAGE>


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

     BCAM International Inc. (formerly Biomechanics Corporation of America prior
to a name change effected June 22, 1995),  (the "Company") was organized in 1984
under the laws of the State of New York. The Company's  subsidiaries include BCA
Services,  Inc.  (formerly  ErgoRisk  Services,  Inc.,  prior  to a name  change
effected on October 25, 1995),  was organized on December 3, 1993 under the laws
of the State of New York and BCAM  Technologies,  Inc. (formerly BCA Associates,
Inc.,  prior to a name change  effected on November 1, 1995),  was  organized on
January 28, 1993 under the laws of the State of New York.

GENERAL

     Since its  inception,  the  Company  has  provided  consulting  services in
ergonomics and biomechanics and has developed and marketed  ergonomic  software.
Since  1990,  the  Company has  developed  and  licensed  its  patented  surface
technology.  The Company is engaged in the following: (I) intelligent technology
(II) ergonomic consulting services and (III) software  development.  Intelligent
technology and ergonomic consulting services presently account for substantially
all revenues generated by the Company.

(I)      INTELLIGENT SURFACE TECHNOLOGY

     During  the  course of the  Company's  performance  of  ergonomic  product,
workplace analysis and redesign and ergonomic workplace assessment services, the
Company from time to time develops  certain  knowledge and data which it is able
to embody into proprietary  technology.  When this occurs and it is believed the
technology is a significant  enhancement  from the status quo, the Company files
for patent protection under the laws of the United States.

     Over the past several  years,  the Company has  developed  and patented its
Intelligent Surface Technology.  Intelligent Surface Technology enables surfaces
to  automatically  adjust  themselves  to better fit the user by measuring  body
distribution and comfort and reshaping the surface in real time. The Company has
identified uses for this technology in the areas of seating and footwear.

     The Company and McCord Winn Textron,  Inc. ("Textron") signed a Development
and License  Agreement in 1993 (initial  agreement  signed in March 1993,  later
amended in October  1993)  whereby the Company  granted an exclusive  license to
Textron,  including the right to sublicense,  to use the patents and know-how in
the  manufacture,  use and sale of seats,  and  seating  components  for (a) the
transportation industry, (b) wheelchairs,  (c) office furniture applications and
(d) hospital beds. The initial term of the license has been extended to April 1,
1996.  Textron  is  entitled  to renew  the  license  for an  additional  period
commencing  on April 2, 1996 and  ending  December  31,  2009 or, if later,  the
expiration of all patents still being used by Textron.

     If Textron does not accrue a certain amount of minimum  royalties for sales
of  products   incorporating   Intelligent  Seat  Technology  designed  for  the
transportation  industry,  then the Company  may convert the license  granted to
Textron into a non-exclusive license, but only with respect to products designed
for the transportation industry.

     On September 29, 1993,  the Company  reached an agreement with Lear Siegler
Seating  Corporation  ("Lear  Seating") and Textron  resolving the claim made by
Lear  Seating on June 9, 1993  notifying  the Company and  claiming  co-inventor
status relating to the use of the Intelligent  Seat Technology in the production
of  automobile  seats.  As part of the  agreement,  Lear  Seating will receive a
royalty-free  license to use the  Intelligent  Seat Technology only with its own
seats in exchange for  withdrawing  all claims of  ownership of the  Intelligent
Seat Technology.

     The  Company  and  Textron  have  agreed to revise  the  Textron  licensing
agreement in order to help expedite the  commercialization  of the  applications
licensed to Textron.  The Company  recorded a reserve of $149,000 in 1994, which
represented the estimated expenses of providing additional services to Textron.

     In January  1994,  the Company  and Reebok  International  Ltd.  ("Reebok")
signed a  world-wide  exclusive  licensing  and  development  agreement  for the
footwear, athletic, sport and fitness equipment fields of use. Under the Company
patents,  Reebok has the exclusive  right to  sub-license,  make,  use, and sell
products and components thereof and to use the Company's proprietary information
relating to microprocessor-based interactive systems for controlling one or more
load bearing surfaces.  The fields of medical  equipment and orthopedic  devices
are specifically excluded from the Reebok license.

     In September  1994,  the Company  signed a licensing  agreement with Lumex,
Inc.  ("Lumex")  granting Lumex an exclusive  world-wide license with a right to
sublicense,  manufacture,  have manufactured,  utilize and exploit the Company's
Intelligent  Surface Technology in the medical procedure equipment field of use,
excluding  non-medical recliner chairs,  wheel chairs,  office chairs and seats,
hospital beds,  transportation seats and fitness equipment.  The Lumex licensing
agreement  terminates  on the  expiration  of the  last  patent  subject  to the
licensing  agreement,  unless  sooner  terminated  for  breach of the  licensing
agreement or insolvency of either party.  Lumex paid the Company an up-front fee
on the execution of the licensing  agreement and will also make royalty payments
based on all  products  sold by Lumex or a  sublicensee  of Lumex.  To  maintain
exclusivity of the license, Lumex must pay certain minimum royalties.

     Revenue from Intelligent Surface Technology accounted for 13% of revenue in
1995 versus 23% in 1994 and 44% in 1993. The 1995 and 1994 revenue was generated
from  the  Reebok  and  Lumex  licensing  agreements  and the 1993  revenue  was
generated from the Textron licensing agreement.

     The Company's  intelligent load bearing surface  technology is an interface
that  matches  various  man-made  devices to each  person's  body.  Although the
Company's  intelligent load bearing surface technology adjusts the surface based
upon pressure,  other intelligent surface technologies can be developed that can
adjust the surfaces based upon other factors of comfort.

     In order for the Company to increase  the number of  licensees  and improve
its  technology,  the Company is seeking to provide the  following  products and
services:

    1. A growing portfolio of patents in intelligent interfaces.
    2. One or more key components in the intelligent interface system.
    3. Application development capability.
    4. Collaborative  research & development,  especially in the  quantitative
          measurement  of  comfort  and  fit  for  the  Company's   licensees,
          with universities and other research centers.

     The Company has identified markets that can benefit from the technology and
have not yet been licensed. It is actively pursuing the leading companies within
those markets in order to increase the number of licensees.  The Company is also
seeking to work with current  licensees to extend  applications  of  intelligent
interfaces to new sublicensees.

(II)     ERGONOMIC CONSULTING SERVICES

                  ERGONOMIC PRODUCT ANALYSIS AND REDESIGN SERVICES

     The Company, through its subsidiary,  BCA Services, Inc., has been retained
by  product  manufacturers  to  apply  ergonomic  analysis  to  the  design  and
evaluation  of their  products  under  development  or  developed.  The  Company
utilizes its proprietary  technology and its laboratories and technical staff to
analyze, improve and effect changes to existing products and to product designs.
The Company has been retained by  manufacturers of a wide range of products such
as  automobiles,  automobile  seats,  hand tools,  furniture and other  consumer
products.  Ergonomic  assessments of product,  tool and human dimension features
generally require extremely accurate  3-dimensional  assessment of a product and
its use,  and are  generally  performed  in the  Company's  ergonomics  research
laboratories.

     The Company provides  industrial  clients services based on its proprietary
technologies, techniques and know-how, including:

     * Collaborative  research and development with  universities and industrial
          clients.

     * Product assessment and product enhancement services that will:
           - Assess a client's products
           - Assess a client's potential new products
           - Assess a client's products that will be used by the client for its
               own internal purposes.

     * New product design consulting services.

     * Best-in-class studies - objective comparison of a client's products to a
          competitor's  similar  products,  in order to maximize the client's
          market share.

     The  Company  has  developed  data   acquisition   systems  and  laboratory
procedures,  which  permit  the  Company to  evaluate  a wide range of  products
including  automobiles,  footwear,  hand tools,  furniture and consumer  product
packaging.  Certain of these proprietary technologies have been developed by the
Company  solely for use in  performing  its analysis  and redesign  services and
others are integrated  with a customer's  products or technology.  The Company's
systems are generally portable, thereby allowing for both laboratory and on-site
applications.  This provides the Company with  flexibility in selecting the most
appropriate  methodology for the required measurement task. The more significant
systems,  currently  used by the Company in  performing  analysis  and  redesign
service contracts, as well as for technology integration, are described below:

     COMPUTERIZED  PRESSURE  DISTRIBUTION  SENSOR MAT is a system which measures
the pressure  generated by human  contact with  specific  objects such as tools,
furniture and other products.  Company  technicians attach flexible sensors to a
very thin tape-like  material or to larger mat arrays,  which adhere and conform
to the shape of an object or the body's  interface with a product.  The circuits
convert skin contact  pressures to  electrical  voltages  which can be measured,
displayed and analyzed  using the Company's  proprietary  software.  The Company
utilizes these data to determine what portions of an object receive more or less
pressure during use. As a result, the Company can determine specifically how and
to what degree a user comes in contact with the product and make recommendations
for design improvements.

     ERGOTRACK is a measurement  tool which permits the recording and display of
static shapes and dimensions of objects,  tools,  equipment and  furniture.  The
system works by bouncing  sonic waves off the moving object and then  converting
such    information    into    digital    form   which   is    readable   by   a
computer-automated-design  ("CAD")  system.  This  system  contains  proprietary
software designed and developed by the Company which utilizes existing hardware.
ErgoTrack permits the Company's  ergonomists to incorporate  realistic digitized
versions into CAD design studies.

     COMPUTERIZED  VIDEO DIGITIZING  SYSTEM converts video images of an employee
performing  tasks to digital  data.  This tool is utilized to quantify the range
and angle of particular  motions during the performance of a task,  allowing the
Company to analyze the forces and to estimate the stress on various body parts.

     DIGITAL ELECTROMYOGRAPHIC  BIOFEEDBACK uses biofeedback in conjunction with
software designed and developed by the Company to allow it to measure the muscle
tension of an employee during the performance of specific tasks. Electrodes from
a biofeedback machine are connected to specific muscles of an employee to record
the  reactions  of the  muscle  groups  to  given  movements.  Electromyographic
biofeedback  is  particularly  useful where a company is  experiencing  repeated
employee injury as a result of the performance of particular tasks.

     WRIST STRESS MONITOR is a microprocessor  based measurement  device used to
measure muscle activities and wrist deviations  associated with using hand tools
and  tasks  which  require  hand  movements  and  hand  force  exertions.   This
measurement system collects and stores  electromyographic  responses of selected
muscle groups and wrist  deviation data in real time. The data can be downloaded
for cost data  analysis.  This is a valuable  tool for the Company in  assessing
various hand tool designs and  evaluating  wrist stress  experienced by computer
operators. In conjunction with the computerized  biomechanical and physiological
measurements,  the Company has utilized structured interviews and questionnaires
in  the  product  evaluation  processes.   The  Company  has  developed  various
structured interview and questionnaire protocols for different applications.

     The Company  views its  provision  of  ergonomic  product and  analysis and
redesign  services  not only as a  separate  source  of  revenue,  but also as a
potential  source  of data and  ideas  both for the  development  of  integrated
customer products and for the modification and/or development of existing or new
systems.

     Ergonomic  Product  Analysis  and  Redesign  Services  provided  60% of the
Company's  revenue in 1995, 70% of the Company's  revenue in 1994 and 23% of the
Company's revenue in 1993.

                  ERGONOMIC WORKPLACE RISK ASSESSMENT SERVICES

     The Company, through its subsidiary, BCA Services, Inc., provides ergonomic
services  to evaluate  the work  method,  work  stations  and tools  utilized by
employees  in order to  advise  its  clients  on ways to  improve  productivity,
enhance product or service quality and reduce musculoskeletal injuries.

     Using  computer-aided,   biomechanical   assessment  devices,  the  Company
monitors and measures the amount of physical  stress to an  individual  employee
caused by the performance of particular tasks and segregates the individual body
movements  involved  in the  performance  of such  tasks.  The  Company may then
analyze the effects of the work performed on an employee's  back,  neck,  wrist,
elbows, shoulder, knee joint, or cardiovascular system. In addition, the Company
can  measure  the  physical  relationship  between  equipment  and tools used by
employees, and the reach and lifting requirements,  working heights and range of
motion required for the use of such  equipment.  Following the completion of its
analysis of a particular process or method, the Company may make recommendations
to a  client  regarding  the  redesign  of  the  workplace  through  engineering
retrofit,  of certain  tools or  equipment  used in the  client's  manufacturing
process, or of the methods used by a client in the manufacturing process.

     Workplace ergonomic risk assessment services are provided through:

         ERGONOMIC ASSESSMENT OF RISK OR LIABILITY (EARLY(R))

     In 1992, the Company developed a new ergonomics  assessment program to help
industry  meet OSHA  guideline  requirements  and to  provide  for a  thoroughly
objective and consistent workplace review which will support  cost-effective job
modifications.  It  is  called the EARLY(R)  System  and  it is a  program  that
integrates a formal  ergonomic and  biomechanical  risk factor  assessment  with
injury/illness  data and  employee  feedback  into a  database  that  ranks work
stations by the likelihood of developing  musculoskeletal  injuries by body part
and operation. By utilizing client personnel or third party resellers to collect
the injury/illness data (after training by the Company),  the Company is able to
reduce client costs  substantially  below those for a full  ergonomic  workplace
assessment.

     The EARLY(R)System  is  the  centerpiece  for  a  full-service  industrial
ergonomics  program.  As a result of the findings from the ergonomic  assessment
performed within EARLY(R), a client receives:

 *A summary of high, moderate and low risk-of-injury operations.

 *A prioritized listing of operations for ergonomic intervention.

 *A listing of each operation's risk by body part.

 *Suggested ergonomic enhancements that can be made to address identified risks.

 *An action plan for ergonomic intervention.

         TOTAL ERGONOMIC QUALITY(R) (TEQ)

     The Company  markets a service for preparing and  implementing  a corporate
TEQ plan to:

     * Ergonomically  analyze all jobs with  biomechanical  risk using EARLY(R)
          or on-site ergonomic assessments.

     * Propose engineering retrofit or redesign of risky workplaces.

     * Produce redesign of tools and work methodologies where needed.

     * Provide  ergonomic and biomechanics  training to management,  supervisory
          and other personnel.

     * Develop an injury tracking and cost/benefit tracking system.

     * Demonstrate a proactive  corporate  ergonomics program in anticipation of
          OSHA standards or visits for compliance.

     In  December  1993,  the  Company   established  BCA  Services,   Inc.  and
contributed  the  EARLY(R) business in  exchange  for  4,200,000  shares  of BCA
Services,  Inc., $.01 par value per share common stock. The Company was the sole
shareholder of all the  outstanding  shares of BCA Services,  Inc. at that time.
BCA  Services,  Inc.  was created to take full  advantage  of  proposed  federal
legislation by OSHA for stricter workplace safety standards.

     On December 27, 1993, the Company sold 100,000 shares of BCA Services, Inc.
to Polaris Partners, 1., L.P. for the sum of $100,000. On February 16, 1995, the
Company agreed to exchange the 100,000 shares of BCA Services, Inc. common stock
owned by Polaris  Partners,  1., L.P. for 100,000 shares of the Company's Common
Stock.

     In April 1994, the Company recruited a president for BCA Services, Inc. and
in the  subsequent  months,  recruited  a sales and  marketing  team to sell the
EARLY(R) System. It was  anticipated  that OSHA ergonomic  legislation  would be
released  in  September  1994 and the team  assembled  would take  advantage  of
stricter  workplace  safety  standards.  Legislation  was not passed in 1994 and
there  was no  indication  from  OSHA as to when  legislation  might be  passed.
Legislation  could  have  increased  the  demand  for  the  Company's  workplace
ergonomic  risk  assessment  services.  With no indication  from OSHA as to when
legislation  might be passed,  the Company took steps to downsize BCA  Services,
Inc. in the fourth  quarter of 1994,  changing the  marketing  direction  from a
broad-based approach to a selective market approach.

     On July 20, 1994, BCA Services,  Inc.  signed a joint venture  agreement to
distribute  its  ergonomic  services  in  Canada  exclusively  through  ErgoRisk
Services,  Inc. (Canada).  On December 21, 1994, the Company agreed to terminate
its joint venture with ErgoRisk Services,  Inc. (Canada).  The joint venture was
terminated in  conjunction  with the Company's  decision to change its marketing
plans from a  broad-based  approach to a selective  market  approach.  Under the
termination  agreement,  the  Company  purchased  100% of the  common  stock  of
ErgoRisk  Services  Inc.  (Canada)  for  $65,000.  The  investment  in  ErgoRisk
Services, Inc. (Canada) was written off in 1994.

     On February 22, 1996, BCA Services,  Inc. terminated its joint venture with
Sandler  Occupational  Medicine  Associates,  Inc. The joint venture,  which was
entered into in August 1995, was designed to market,  promote and sell ergonomic
and medical consulting services with respect to the prevention and management of
treatment of Cumulative Trauma Disorder.

     Ergonomic  Workplace Risk Assessment Services provided 27% of the Company's
revenues in 1995, 7% of the revenues in 1994 and 33% of the revenues in 1993.

(III)    SOFTWARE DEVELOPMENT

     The Company has developed and owns the rights to computer  assisted  motion
analysis software, Mannequin(R). Mannequin(R) is an ergonomic drawing and design
program  that  enables the user to render  3-dimensional  humanoid  figures on a
personal  computer.  These figures can be articulated into any position and then
can be viewed from any angle,  distance or perspective.  The result of that view
can be  printed,  plotted or  exported to other  graphics  software  for further
enhancement of the image. The figures can walk, bend, reach and grasp objects. A
user can test the functionality of the design of almost anything used by humans.
The Company uses Mannequin(R) internally to service its clients in the ergonomic
consulting  services  business  and  intends to  re-market  the program to third
parties beginning in 1996.

SALES AND MARKETING

     The  Company's  strategy for its  intelligent  technology  is to align with
strong  partners  that  can  commercialize  the  Company's   technology  in  the
marketplace.  This was the basis for signing licensing  agreements with Textron,
Reebok and Lumex.  The Company has identified  markets that can benefit from the
technology and have not yet been licensed.  It is actively  pursuing the leading
companies within those markets in order to increase the number of licensees. The
Company is also seeking to work with current licensees to extend applications of
intelligent  interfaces  to new  sublicensees.  The sales  effort is being  done
primarily by senior management.

     The Company plans to market its product services in the following manner:

     1. Taking the strengths of the Company and match the Company's  know-how to
the needs of potential  customers in any industry  where comfort is an important
factor in the marketing of the products or services.

     2. Advertising in the appropriate trade publications.

     3. Participating in selected trade shows.

     4. Direct sales effort with experienced salespeople.

RESEARCH AND DEVELOPMENT
     During  1995  the  Company  was  engaged  in  the  further  development  of
Mannequin(R) and the technology of several of the components relating to certain
applications  of  the  intelligent   surface   technology.   For  certain  other
applications,  significant development is required. In 1994 and 1993 the Company
incurred  $120,470  and  $57,208,  respectively,  of  research  and  development
expenditures.  In the area of Intelligent  Product  Services,  the licensees may
share in development costs through the payment of licensing fees.

COMPETITION

     The Company  believes that  ergonomic  services are provided by a number of
university research laboratories located both in the United States and elsewhere
in the world.  In  addition,  business  consultants  now  incorporate  ergonomic
principles into their  traditional  practices and these consultants also compete
on a limited basis with the Company.

     Hospitals  and  rehabilitation   centers  who  have  traditionally  offered
services to local industry to rehabilitate injured workers also compete with the
Company.  Some of these centers now seek to provide their clients with resources
for the prevention of occupational injuries.

     Certain large corporations have established  ergonomic positions to satisfy
internal  needs and have  begun to  incorporate  ergonomic  programs  into their
ordinary health and safety  activities.  To the extent that the Company provides
training  programs or manuals to any of such clients,  the needs of such clients
for the  Company's  consulting  services may decline.  In addition,  many of the
larger insurance  companies are offering ergonomic services to their insurers as
one  possible  method of reducing  musculoskeletal  injuries and the claims that
result therefrom.

     Although the Company  believes that few other  companies  currently offer a
broad range of ergonomic  consulting  services,  it may be expected  that if the
Company is successful in developing its business, substantially larger companies
with  significantly  greater  financial,  technical and employee  resources will
compete with the Company.

     To date,  the  Company  has  pursued  companies  that  establish  ergonomic
programs for its services and products based upon their  perceived  awareness of
the benefits of ergonomics.

SUPPLIERS

     The Company  provides  services.  The minimal  amount of materials that the
Company uses in its business are obtained from numerous  suppliers.  The Company
is not dependent on any particular supplier.

MAJOR CUSTOMERS

     During the year ended December 31, 1995, BE Aerospace, Inc., Remington Arms
Company, Inc. and Reebok accounted for 29%, 12% and 11%, respectively,  and 52%,
in the  aggregate,  of net  revenue.  During the fiscal year ended  December 31,
1994, an Indonesian government agency,  Aircraft Industry of Indonesia ("IPTN"),
Reebok and Lumex  accounted for 59%, 17% and 9%,  respectively,  and 85%, in the
aggregate,  of net  revenue.  During the fiscal year ended  December  31,  1993,
Textron,  U.S.  Surgical  Corp.  and  Long  Island  Lighting  Company  ("LILCO")
accounted for 44%, 6% and 6%,  respectively,  and 56%, in the aggregate,  of net
revenue.  Because  the  Company is often  retained  to consult  with  respect to
particular problems or to present particular  seminars or training sessions,  it
is usually  retained  for limited  periods of time and may not perform  services
pursuant to long-term  contracts and its services may not typically be needed by
clients  after the  completion of  particular  assignments.  No assurance can be
given that the Company will  continue to be retained by any of its major clients
beyond the current period or that such clients will find additional  tasks to be
performed by the Company in the future.

GOVERNMENT REGULATION

     The Company's present and currently  proposed  activities are not generally
subject to government regulation in the United States or other countries.  It is
possible  that certain  products  developed by the Company in the future,  as an
adjunct  to its  principal  ergonomics  business,  might  be  deemed  under  new
legislation or  regulations  to be "medical  devices" or otherwise be subject to
regulation by the Federal Food and Drug  Administration or similar agencies.  In
the event  that any  product is subject  to such  governmental  regulation,  the
Company may be required to obtain the necessary  approvals which could delay or,
in certain  circumstances,  prevent the  introduction to the marketplace of such
product and result in significant additional expense.

     The  Company  cannot  predict  the  extent to which it may be  affected  by
legislative and other regulatory developments. However, it does believe that the
policies  adopted by OSHA with  respect  to  ergonomically  related  enforcement
activities at the workplace have affected and will continue to affect the demand
for its services.

     The costs and effects of complying with  environmental  laws by the Company
are not material.

PROPRIETARY INFORMATION

     The Company intends to seek to protect its proprietary  training materials,
computer  software or technology  which it has or may develop through the use of
United  States  patents  or  copyrights,  common-law  trade  secret  protection,
trademarks  and service  marks,  and  contractual  arrangements.  These  patent,
copyright  and trade  secret  laws  generally  do not  protect  the  "ideas"  or
"concepts" reflected in such products, materials or software. Accordingly, there
is no assurance that other  competitors may not develop  products,  materials or
software which can be utilized for similar  training  functions or which perform
similar  or  identical  functions  as  the  Company's  proprietary  products  or
software.

     Eight United  States  patents  have been issued to the  Company,  including
three patents for its intelligent  surface  technology.  The Company has applied
for six additional  United States  patents.  However,  there can be no assurance
that its software  programs are entitled to patent protection or that the claims
in the pending patent  applications  otherwise will be issued as patents or that
any issued  patents  will  provide  the  Company  with  significant  competitive
advantages.  Further,  there  is  no  assurance  that  challenges  will  not  be
instituted  against the enforceability of any patent owned by the Company or, if
instituted,  that such challenges will not be successful. The cost of litigation
to uphold the validity and prevent infringement can be substantial. Furthermore,
there can be no assurances that others have not independently  developed or will
not independently develop similar technologies or will not develop distinctively
patentable  technologies  duplicating the Company's technology or that they will
not design around the patentable aspects of the Company's technology.

     Certain of the Company's training manuals and materials,  and its principal
proprietary   software  programs  have  been  copyrighted  by  the  Company  and
accordingly  are  protected to the extent  provided by United  States  copyright
laws.  Copyright  protection is not  available to two of the Company's  training
programs -  Principles  of  Ergonomics  and Back  Injury  Prevention.  Both were
developed  under  contract with the Department of Labor and are therefore in the
public domain. The legal and factual issues arising in copyright  litigation are
often  both  complex  and  unclear  and any  attempt to  enforce  the  Company's
copyright  against any  infringement  will face both the high cost of litigation
and the uncertainty of the result.

     The Company  believes  that,  except for the  patents  for its  Intelligent
Surface  Technology,  none of its issued or pending  patents  or  copyrights  is
material to the Company's business or financial condition.

     In some  cases,  the  Company  may rely on trade  secrets  to  protect  its
proprietary  technology.  There can be no assurances  that trade secrets will be
developed  and  maintained,  that  secrecy  obligations  will be honored or that
others will not  independently  develop similar or superior  technology.  To the
extent that  consultants,  key employees or third  parties  apply  technological
information  independently  developed by them or by others to Company  projects,
disputes  may arise as to the  ownership of such  information,  which may not be
resolved in favor of the Company.

     The Company also relies and will continue to rely on intellectual  property
and  confidential   disclosure   arrangements  with  its  employees,   advisers,
consultants,  suppliers  of goods  and  services  and  potential  joint  venture
partners and licensees.  There can be no assurances that these arrangements will
be  honored or that  other  companies  will not  acquire  information  which the
Company considers to be proprietary.  Moreover,  there can be no assurances that
other  companies  will not  independently  develop  "know-how"  comparable to or
superior to that of the Company.

EMPLOYEES

     As of March 15, 1996 the Company had 14  full-time  employees.  The Company
believes that its growth will depend in large part on its ability to attract and
retain skilled professional and managerial  employees,  and intends to hire such
personnel as business and financial  conditions warrant.  The Company identifies
its professional and managerial  candidates  through various sources,  including
advertising,  use of  professional  recruiters  and through its  contacts in the
academic  and  business  communities.  The  Company has been able,  to date,  to
attract and retain these skilled employees by offering  competitive salaries and
benefits  and by virtue of what it  believes  to be its status as one of the few
companies currently offering a broad range of ergonomic  consulting services and
ergonomic products and  state-of-the-art  technology and laboratory  facilities.
Additionally,  the Company has the ability to subcontract  work to third parties
including  universities  and professors,  directly.  While  competition for such
qualified  persons has eased over the past year,  there is no assurance that the
Company will be successful in recruiting or retaining qualified professional and
managerial  personnel sufficient to enable it to expand and develop its business
to the extent contemplated.  None of the Company's employees is represented by a
labor union. The Company  believes that its  relationship  with its employees is
satisfactory.

ITEM 2.  DESCRIPTION OF PROPERTY

     The Company has leased office space in Melville,  New York since 1990.  The
Company recently renewed the lease for an additional five-year term, expiring on
March 31, 2000, at an average annual cost of approximately  $18 per square foot.
The office contains approximately 10,000 square feet and is located at 1800 Walt
Whitman  Road,  Melville,  New York.  The facility  includes  four  biomechanics
research laboratories which are used both for testing and the design of products
and is adequate for the Company's operations.


ITEM 3.  LEGAL PROCEEDINGS

     There are no material legal proceedings pending against the Company.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


                  Not applicable.


                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The Common Stock of BCAM is quoted primarily on the NASDAQ Small Cap Market
under the symbol BCAM. It is also traded on the Boston Stock  Exchange under the
symbol BAM.

     The following  table sets forth the high and low closing bid quotations for
the Common  Stock as reported by NASDAQ and the Boston  Stock  Exchange for each
calendar  quarter during 1995 and 1994.  The NASDAQ Small Cap market  quotations
reflect inter-dealer prices without retail markup, markdown or commission and do
not necessarily represent actual transactions.

                                   NASDAQ

         1995            High Bid         Low Bid

         First Quarter     1 1/16             3/4
         Second Quarter    1 9/32             7/8
         Third Quarter     1 21/32            31/32
         Fourth Quarter    2                1

         1994            High Bid         Low Bid

         First Quarter     3 7/16           2 9/32
         Second Quarter    2 7/16           1 5/16
         Third Quarter     2                1 7/16
         Fourth Quarter    1 7/8              31/32


                              Boston Stock Exchange


         1995             High Bid         Low Bid

         First Quarter     1 1/32              11/16
         Second Quarter    1 1/8               1/2
         Third Quarter     1 19/32             13/16
         Fourth Quarter    1 23/32           1

         1994             High Bid         Low Bid

         First Quarter     2 1/2             2 1/4
         Second Quarter    1 13/16           1 9/16
         Third Quarter     1 3/4             1 1/2
         Fourth Quarter    1 7/8               15/16


HOLDERS

     There were  approximately  404 record holders of the Company's Common Stock
as of March 15, 1996.

DIVIDENDS

     The  Company  has paid no cash  dividends  on its  Common  Stock  since its
inception and does not  anticipate  paying cash dividends on its Common Stock in
the foreseeable future.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS - 1995 vs. 1994
 
     The Company often provides services  pursuant to contracts  providing for a
fixed  price or a fixed  hourly  rate.  In setting its price for  services,  the
Company  seeks to  estimate  the man hours that will be  required to provide the
services. To the extent that the Company  underestimates the man hours that will
be required, or the expenses it will incur in performing a contract, the Company
could realize a loss on any particular contract.

     Gross  profit  increased  by  $197,885  in 1995 as  compared  to 1994.  The
increase was primarily  attributable  to lower margin revenue in 1994 associated
with the  Indonesian  Contract  (defined  below) and  certain  additional  costs
accrued in 1994  relating  to the  licensing  fees of  intelligent  products.  A
comparison of the two years is shown below:
                                                       Year Ended December 31,
                                                       -----------------------
                                                         1995          1994
                                                       ---------   ------------
Net Revenue                                            $ 752,077    $1,138,304
Direct Costs                                             556,586     1,140,698
                                                       ---------   ------------
Gross Profit (loss)                                    $ 195,491    $   (2,394)
                                                       =========   ============
Gross Profit Percentage                                     26%              -
                                                       =========   ============

     Direct  costs  include   salaries,   equipment   purchases  for  contracts,
consulting fees and certain other costs.  Gross profit may fluctuate from period
to period.  Factors  influencing  fluctuations  include the nature and volume of
services  provided to individual  customers which affect contract  pricing,  the
Company's success in estimating contract costs (principally  professional time),
the timing of hiring new  professionals  who may require training before gaining
certain efficiencies and customer demands.

     Net revenue is derived from services rendered and sale of products that are
adjunct to services,  generally  pursuant to fixed price contracts with terms of
less than one year. The Company's  policy is to recognize  revenue when services
are rendered or when the related products are shipped.  Net revenue decreased by
$386,227 in 1995 from 1994.

Net revenue includes the following:
                                                       Year Ended December 31,
                                                      ------------------------
                                                         1995         1994
                                                      ----------  ----------
Intelligent surface technology(1)                     $   96,473  $  262,000
Ergonomic product analysis and redesign(2)               451,508     800,135
Ergonomic workplace risk assessment(3)                   204,096      76,169
                                                      ----------  ----------
                                                      $  752,077  $1,138,304
                                                      ==========  ==========
 
     (1) Revenue from  licensing and  development  fees of  intelligent  surface
technology  declined  $165,527  in 1995 from 1994 and  accounted  for 13% of net
revenue  in 1995  versus  23% in  1994.  The  revenue  in both  1995 and 1994 is
attributable  to the two  licensing  agreements  signed in 1994 with  Reebok for
Intelligent  Footwear and  Athletic  Sport and Fitness  Equipment  and Lumex for
Intelligent  Medical  Procedure  Equipment.  Revenue from  intelligent  products
includes the initial payments for licensing the Intelligent  Surface  Technology
as well as fees  associated  with  the  development  of the  prototypes  for the
specific applications.

     (2) Ergonomic  product analysis and redesign  provided 60% of the Company's
revenue in 1995 compared to 70% in 1994. The $348,627 decrease in 1995 from 1994
reflects  a  contract  primarily  to resell  computer  equipment  with IPTN (the
"Indonesian  Contract") for $700,000 which  accounted for $665,000 of revenue in
1994 and only $35,000 in 1995.

     (3) Revenue from ergonomic workplace  assessment increased $127,927 in 1995
from 1994 and  accounted  for 27% of net revenue in 1995 versus 7% in 1994.  The
increase  is  primarily   attributed  to  the  Company's  success  in  obtaining
additional contracts with certain utilities.

     Direct costs  decreased  $584,112,  to $556,586 in 1995 from  $1,140,698 in
1994 primarily due to: (1) costs in 1994 associated with the Indonesian Contract
which represented 47% of the total cost of sales and (2) a change in estimate in
1994 on certain licensing agreements, whereby the Company recorded approximately
$224,000 of additional costs and accruals for losses on certain contracts.

     Selling, general and administrative expenses decreased $420,408, or 18%, to
$1,918,817  in  1995  from  $2,339,225  in  1994.  The  decrease  was  primarily
attributable  to a  reduction  in  salaries  and  benefits  as a  result  of the
elimination  of  certain  positions  and  the  reduction  in  certain  marketing
expenses.
 
     The Company's  research and development costs increased $20,297 to $140,767
in 1995 from  $120,470  in 1994.  The  increase  reflects  the costs to  develop
several components  relating to certain  applications of the intelligent surface
technology.  During  1995  the  Company  progressed  in the  development  of the
technology of several of the components relating to certain  applications of the
intelligent  surface  technology.  For certain other  applications,  significant
development is required.  In the area of  Intelligent  Surface  Technology,  the
licensees may share in development  costs through the payment of licensing fees.
In 1993 the Company incurred $57,208 of research and development costs.

     Interest  and other  income  increased  $19,977  to  $174,613  in 1995 from
$154,636 in 1994. The increase is primarily  attributable to net realized losses
in 1994 of  $61,612  on the  sale of  available-for-sale  securities.  This  was
partially offset by the reduction of interest income in 1995, which reflects the
reduction of assets available for investment as compared to 1994.

     The loss on  investments  recognized  in 1994  includes the  following  two
items:  1) In December  1994,  the Company agreed to terminate its joint venture
with  ErgoRisk  Services,  Inc.  (Canada).  Under the terms of the joint venture
entered into in July 1994, the Company granted ErgoRisk Services,  Inc. (Canada)
an exclusive  right to market the EARLY(R)  System in Canada.  The joint venture
was  terminated  in  conjunction  with the  Company's  decision  to  change  its
marketing  plans from a broad based  approach to a  selective  market  approach.
Under the termination agreement,  the Company purchased 100% of the common stock
in ErgoRisk Services,  Inc. (Canada) for $65,000, and subsequently wrote off the
investment.  2) The Company  recognized a loss of $16,500 from the  write-off of
the remaining investment of a partnership interest.

     Due to the net losses and the accounting rules in accordance with Financial
Accounting  Standards Board Statement No. 109, there was no provision for income
taxes in 1995 and 1994.

     As a result of all of the above, the net loss in 1995 decreased $699,473 to
$1,689,480 from $2,388,953 in 1994.

LIQUIDITY AND CAPITAL RESOURCES

     Cash, cash equivalents and held-to-maturity securities decreased $1,959,263
to  $2,208,858  at December  31, 1995 from  $4,168,121  at  December  31,  1994.
Consequently, working capital decreased $1,562,020 to $2,155,767 at December 31,
1995 from  $3,717,787  at  December  31,  1994.  The  decreases  were  primarily
attributable to the net loss incurred in 1995.

     The Company  expects that its working  capital,  together with revenue from
operations,  will be  sufficient  to meet  liquidity  and  capital  requirements
through 1996. It may be necessary for the Company to raise  additional  funds in
1996 in order to accelerate the  commercialization  of the  Intelligent  Surface
Technology and the remarketing of  Mannequin(R).  Longer term cash  requirements
are dictated by a number of external factors,  which include,  among others, the
Company's  ability to  introduce  new  competitive  products and  services,  and
license its Intelligent Surface Technology for additional applications.

     The   Company  has  no  material   commitments   for  any  future   capital
expenditures.

     Accounts receivable, net of the allowance for doubtful accounts,  increased
to $135,995 at December 31,  1995,  from  $119,855 at December  31, 1994.  Three
customers comprised 83% of the balance at December 31, 1995.

     Prepaid expenses and other current assets increased slightly to $233,585 at
December  31, 1995 from  $230,480 at December  31, 1994.  Other  current  assets
principally  include profits and expenses for services  rendered but are not yet
billable.

     Accounts  payable,  accrued  expenses and sundry  liabilities  decreased to
$422,671 at December 31, 1995 from  $700,669 at December 31, 1994.  The decrease
resulted  primarily  from the Company's  performance  in 1995 which  satisfied a
significant  portion of the accruals made in 1994 relating to the  downsizing of
the  ergonomic  workplace  assessment  services,  accruals  for  services  to be
provided  in  excess  of  revenue  received  or to  be  received,  accruals  for
professional  fees in connection  with the filing of the Company's Form SB-2 and
Form  S-3   Registration   Statements  and  accruals   related  to  written  off
investments.

     In April,  1995, the Company agreed to exchange a shareholder's  investment
in one of the Company's  subsidiaries  for 100,000 common shares of the Company.
The  investor  had  purchased  shares of the  subsidiary  in 1993 for  $100,000,
resulting  in the  recording  of deferred  revenue.  As a result of the exchange
agreement,  the deferred  revenue was converted into the Company's  common stock
($1,000) and paid-in-surplus ($99,000) accounts.

     The  Company's  net revenue  was  $752,077  in 1995.  The Company  does not
anticipate any royalty  revenue in 1996  associated  with its current  licensing
agreements.  The Company  believes  that  commercialization  of its  Intelligent
Surface  Technology  through the licensing  agreements will commence in 1997 and
continue in subsequent years.  Revenue will be generated in 1996 through product
ergonomic consulting services,  ergonomic workplace assessments and revenue that
may result if the Company is  successful in licensing  its  Intelligent  Surface
Technology for additional applications.


ITEM 7.  FINANCIAL STATEMENTS
     The response to Item 7 is submitted as a separate section of this Report.



ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

     Not applicable.

                                    PART III


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS, COMPLIANCE
          WITH SECTION 16(A) OF THE EXCHANGE ACT

     Pursuant  to General  Instruction  E(3) for Form  10-KSB,  the  information
required by Item 405 of Regulation S-B is hereby  incorporated by reference from
the Company's definitive proxy statement, to be filed pursuant to Regulation 14A
within 120 days after the end of the last fiscal year.


     ITEM 10. EXECUTIVE  COMPENSATION  Pursuant to General  Instruction E(3) for
Form 10-KSB, the information  required by this Item 10 is hereby incorporated by
reference from the Company's definitive proxy statement, to be filed pursuant to
Regulation 14A within 120 days after the end of the last fiscal year.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Pursuant  to General  Instruction  E(3) for Form  10-KSB,  the  information
required by this Item 11 is hereby  incorporated by reference from the Company's
definitive  proxy  statement,  to be filed pursuant to Regulation 14A within 120
days after the end of the last fiscal year.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Pursuant  to General  Instruction  E(3) for Form  10-KSB,  the  information
required by this Item 12 is hereby  incorporated by reference from the Company's
definitive  proxy  statement,  to be filed pursuant to Regulation 14A within 120
days after the end of the last fiscal year.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

              (a) Exhibits.

3.1   Restated Certificate of Incorporation(1)
3.2   Restated and Amended By-Laws(1)
4.1   Underwriter's Unit Purchase Option(4)
4.2   Finder's Unit Purchase Option(4)
4.3   Warrant Agreement(4)
4.4   Form of Senior Secured Convertible Promissory Note (5)
4.5   Form of Class C common Stock Purchase Warrant(5)
4.6   Form of Class D Common Stock Purchase Warrant(5)
4.7   RevisedForm of Amendment No. 1 to Warrant Agreement(7)
4.8   Revised Form of Class E Common Stock Purchase Warrant(7)
10.1  Stock Redemption Agreement(1)
10.2  1989 Stock Option Plan(1)
10.3  Employment Agreement with Dr. Clifford M. Gross(1)
10.4  Employment Agreement with Arthur Fein(1)
10.5  Bridge Warrant(1)
10.6  Bridge Note and Related Loan Agreement(1)
10.7  Consulting Agreement with Lear Siegler Seating Corporation(1)
10.8  Extension Agreement to Redemption Agreement (Exhibit 10.1)
10.9  Consulting Agreement dated August 1, 1988 with NRC Resources Group,Inc.(1)
10.10 General Release of NRC Resources Group, Inc.(1)
10.11 Mortgage  Note and Related  Loan  Agreement  and  Mortgage  and  Security
          Agreement(1)
10.12 Second Extension Agreement to Redemption Agreement(4)
10.13 Merger and Acquisition Agreement with D.H. Blair & Co., Inc.(4)
10.14 1989 Nonstatutory Stock Option Plan(2)
10.15 Consulting Agreement with D.H. Blair & Co., Inc.(4)
10.16 Consulting Agreement with Steelcase, Inc.(2)
10.17 License  and  Manufacturing  Agreement  with  MicroComputer  Accessories,
          Inc.(4)
10.18 Employment Agreement with Cynthia Roth(4)
10.19 Employment Agreement with Kenneth Goodman(4)
10.20 Form of Employment Agreement with Ava Stern(4)
10.21 Form of Employment Agreement with William G. Sirois(4)
10.22 Lease of Premises at 1800 Walt Whitman Road, Melville, New York(4)
10.23 Consulting  Agreement  dated as of  February  1, 1990 with NRC  Resources
          Group, Inc.(4)
10.24 Underwriting Agreement (for IPO) with D.H. Blair & Co., Inc.(4)
10.25 Securities  Purchase Agreement dated June 25, 1991 among the Company,  the
          Purchasers and D.H. Blair & Co., Inc. (5)
10.26 Security  Agreement dated as of June 25, 1991 between the Company and D.H.
          Blair & Co., Inc., as Purchasers' Representative(5)
10.29 Employment  Agreement  dated as of June 20, 1991 between David A. Deutsch
          and the Company(5)
10.30 Letter of Understanding between Kenneth A. Goodman and the Company(5)
10.31 Employment  Agreement dated as of August 1, 1991 between Joel Sher and the
          Company(5)
10.32 Amendment to 1989 Stock Option Plan(5)
10.33 Distributor Agreement with Techexport, Inc.(3)
10.34 Partnership  Agreement  dated  December 28, 1992 for Ergonomic  Solutions
          Group (ESG)(8)
10.35 License Agreement dated December 28, 1992, between the Company and ESG (8)
10.36 Development  and  Licensing  Agreement  dated  March 5, 1993  between the
          Company and McCord Winn Textron, Inc. (8)
10.37 Agreement  dated  August 22,  1992  between  the  Company and PT Industry
          Pesawat Terbang Nusantara (IPTN) (8)
10.38 Further Amendments to 1989 Stock Option Plan (8)
10.39 Amendment to Development  and Licensing  Agreement dated October 27, 1993
          between the Company and McCord Winn Textron. (10)
10.40 Investors Consulting Agreement with Strategic Growth International Inc.(9)
10.41 Agreement  dated  December  22, 1993  between the Company and PT Industri
          Pesawat Terbank Nusantara (IPTN)(9)
10.42 Agreement  dated  September  29, 1993  between the  Company,  McCord Winn
          Textron, Inc. and Lear Seating Company. (9)
10.43 Development  and  Licensing  Agreement  dated January 4, 1994 between the
          Company and Reebok International Ltd. (9)
10.44 Development  and License  Agreement  dated September 28, 1994 between the
          Company and Lumex, Inc.
10.45 Employment  Agreement  dated October 13, 1994 between Michael Strauss and
          the Company (10)
10.46 Letter  Agreement  dated  February 15, 1996 between the Company and McCord
          Winn Textron,  Inc. to extend the Development and License  Agreement
          dated March 5, 1993 (Filed Herewith)
21.00 Subsidiaries of the Company (Filed Herewith)
27.00 Financial Data Schedule (Filed Herewith) 

(1) Filed as an  Exhibit to  Registrant's  Registration  Statement  on Form S-18
(file no. 33-31282) and incorporated herein by reference thereto.

(2)  Filed as an  Exhibit  to  Registrant's  Annual  Report on Form 10-K for the
fiscal year ended December 31, 1989 (file no. 0-18109) and  incorporated  herein
by reference thereto.

(3) Filed as an Exhibit to the  Registrant's  Annual Report on Form 10-K for the
fiscal year ended December 31, 1991 (file no. 0-18109) and  incorporated  herein
by reference thereto.

(4) Filed as an Exhibit to Registrant's Registration Statement on Form S-1 (file
no. 33-38204) and incorporated herein by reference thereto.

(5)  Filed as an  Exhibit  to Post  Effective  Amendment  No. 1 to  Registrant's
Registration  Statement on Form S-1 (file no. 33-38204) and incorporated  herein
by reference thereto.

(6)  Filed as an  Exhibit  to Post  Effective  Amendment  No. 2 to  Registrant's
Registration  Statement on Form S-1 (file no. 33-38204) and incorporated  herein
by reference thereto.

(7)  Filed as an  Exhibit  to  Post-Effective  Amendment  No. 3 to  Registrant's
Registration  Statement on Form S-1 (file no. 33-38204) and incorporated  herein
by reference thereto.

(8) Filed as an Exhibit to  Registrant's  Annual  Report on Form  10-KSB for the
fiscal year ended December 31, 1992 (file no. 0-18109) and  incorporated  herein
by reference thereto.

(9) Filed as an Exhibit to  Registrant's  Annual  Report on Form  10-KSB for the
fiscal year ended  December  31, 1993 (file no.  0-18109)  and  incorporated  by
reference thereto.

(10) Filed as an Exhibit to  Registrant's  Form 10-QSB/A  filed December 5, 1994
amending the Form 10-QSB for quarterly period ended September 30, 1994 (file no.
0-18109) and incorporated by reference thereto.

(11) Filed as an Exhibit to Registrant's Form 10-QSB/A for the fiscal year ended
December 31, 1993 (file no. 0-18109) and incorporated by reference thereto.

(12) Filed as an Exhibit to  Registrant's  Form 10-KSB for the fiscal year ended
December 31, 1994 (file no. 0-18109) and incorporated by reference thereto.

AVAILABLE INFORMATION

     Registrant will furnish any exhibits listed but not contained herein to any
beneficial  owner of its securities  upon receipt of a written request from such
person.  Requests should be directed to Shareholder Relations  Department,  BCAM
International,  Inc.,  1800 Walt Whitman  Road,  Melville,  New York 11747.  (b)
During the fourth  quarter of the period  covered by this  Report,  the  Company
filed no reports on Form 8-K. 

<PAGE>

                                   SIGNATURES


     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
has caused  this report to be signed on its behalf by the  undersigned,  thereto
duly authorized.

                            BCAM International, Inc.




                          By: /s/ Michael Strauss
                             -------------------- 
                                 Michael Strauss
                              Chairman of the Board
                                  of Directors
                             Chief Executive Officer
                          (Principal Executive Officer)
                               Date: March 29,1996



                         By: /s/ Daniel Benjamin
                             -------------------  
                                 Daniel Benjamin
                           Chief Financial Officer and
                               Corporate Secretary
                         (Principal Accounting Officer)
                              Date: March 29, 1996


<PAGE>
 
     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.


/s/ Michael Strauss     Chairman of the Board                     March 29, 1996
Michael Strauss            of Directors
                           and Chief Executive Officer
                           (Principal Executive Officer)


/s/ Daniel Benjamin     Chief Financial Officer and               March 29, 1996
Daniel Benjamin            Corporate Secretary
                           (Principal Accounting Officer)


/s/ Robert P. Wong      Director, Vice Chairman and               March 29, 1996
Robert P. Wong              Chief Technology Officer


/s/ Julian H. Cherubini Director                                  March 29, 1996
Julian H. Cherubini


/s/ Lawrence N. Cohen   Director                                  March 29, 1996
Lawrence N. Cohen

 
/s/ Joel L. Gold        Director                                  March 29, 1996
Joel L. Gold


/s/ Glenn F. Santmire   Director                                  March 29, 1996
Glenn F. Santmire

<PAGE>




                          Annual Report On Form 10-KSB
                           Item 7, Item 13(a) and (b)
                          List Of Financial Statements
                                Certain Exhibits
                        Consolidated Financial Statements
                          Year ended December 31, 1995
                            BCAM International, Inc.
                 (formerly Biomechanics Corporation of America)
                               Melville, New York

<PAGE>

 


                        Form 10-KSB - Item 13(a) and (b)

                            BCAM International, Inc.
                 (formerly Biomechanics Corporation of America)

                          Index of Financial Statements


The following consolidated financial statements of BCAM International, Inc.
(formerly Biomechanics Corporation of America) are included in Item 7:

   Report of Independent Auditors..........................................F-1

   Consolidated balance sheet - December 31, 1995..........................F-2

   Consolidated statements of operations -
     Years ended December 31, 1995 and 1994................................F-3

   Consolidated statements of common shareholders' equity -
     Years ended December 31, 1995 and 1994................................F-4

   Consolidated statements of cash flows -
     Years ended December 31, 1995 and 1994 ...............................F-5

   Notes to consolidated financial statements...... .......................F-6


 


<PAGE>
ERNST & YOUNG LLP

                         Report of Independent Auditors

Shareholders and Board of Directors
BCAM International, Inc.

     We  have  audited  the  accompanying  consolidated  balance  sheet  of BCAM
International,  Inc.,  (formerly  Biomechanics  Corporation  of  America)  as of
December  31,  1995,  and the related  consolidated  statements  of  operations,
shareholders'  equity  and cash  flows for each of the two  years in the  period
ended December 31, 1995. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
BCAM International,  Inc. at December 31,  1995, and the consolidated results of
their  operations  and their  cash flows for each of the two years in the period
ended  December 31,  1995,  in conformity  with  generally  accepted  accounting
principles.


                                                  /s/ Ernst & Young LLP

Melville, New York
February 27, 1996





                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                                                       BCAM International, Inc.
                                            (formerly Biomechanics Corporation of America)

                                                      Consolidated Balance Sheet

                                                           December 31, 1995
<S>                                                                              <C>               <C>   

ASSETS
Current assets:
   Cash and cash equivalents                                                             $        701,686
   Held-to-maturity securities                                                                  1,507,172
   Accounts receivable - trade, less allowance for doubtful accounts of $38,326
                                                                                                  135,995
   Prepaid expenses and other current assets                                                      233,585
                                                                                        -------------------
Total current assets                                                                            2,578,438
Property, plant and equipment, at cost:
   Furniture and fixtures                                                                         220,318
   Equipment                                                                                      587,511
   Leasehold improvements                                                                          50,519
                                                                                        -------------------
                                                                                        
                                                                                                  858,348
Less accumulated depreciation and amortization                                                    584,371
                                                                                        -------------------
                                                                                        
                                                                                                  273,977
Other assets, principally patents (net of accumulated amortization of $159,979)
                                                                                                  181,812
                                                                                        -------------------
Total assets                                                                             $      3,034,227
                                                                                        ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                                      $         52,382
   Accrued expenses and sundry liabilities                                                        370,289
                                                                                        -------------------
Total current liabilities                                                                         422,671
Other liabilities                                                                                   7,843
Commitments and contingencies                                                                           -
Acquisition preferred stock, par value $.01 per share - authorized 750,000
   shares, no shares issued or outstanding                                                              -
Common shareholders' equity:
   Common stock, par value $.01 per share - authorized 40,000,000 shares, 15,620,415
     shares issued and 14,857,233 shares outstanding                                              156,204
   Paid-in surplus                                                                             15,033,759
   Deficit                                                                                    (11,687,150)
                                                                                        -------------------
                                                                                        
                                                                                                3,502,813
     Less 763,182 treasury shares                                                                (899,100)
                                                                                        -------------------
                                                                                                2,603,713
                                                                                        -------------------
Total liabilities and shareholders' equity                                               $      3,034,227
                                                                                        ===================
See accompanying notes.

                                       F-2


</TABLE>
<PAGE>
 
<TABLE>
<CAPTION>                        
                                                       BCAM International, Inc.
                                            (formerly Biomechanics Corporation of America)

                                                 Consolidated Statements of Operations



                                                                              Year ended December 31
                                                                              1995              1994
                                                                   --------------------------------------
<S>                                                                           <C>                <C>   

Net revenue                                                         $        752,077     $    1,138,304
Interest and other income                                                    174,613            154,636
                                                                   --------------------------------------
                                                                  
                                                                             926,690          1,292,940
                                                                   --------------------------------------
                                                                   
Costs and expenses:
   Direct costs of revenue                                                   556,586          1,140,698
   Selling, general and administrative                                     1,918,817          2,339,225
   Research and development                                                  140,767            120,470
   Loss on investments                                                             -             81,500
                                                                   --------------------------------------
                                                                   
                                                                           2,616,170          3,681,893
                                                                   --------------------------------------
Net loss                                                            $     (1,689,480)       $(2,388,953)
                                                                   ======================================

Net loss per share                                                  $         (.11)      $       (.16)
                                                                   ======================================

Weighted average number of common shares and common equivalent
   shares outstanding                                                     14,818,055         14,681,530
                                                                   ======================================

See accompanying notes.

                                       F-3
</TABLE>
<PAGE>

 
<TABLE>
<CAPTION>
                                                                             
                                                                   BCAM International, Inc.
                                                        (formerly Biomechanics Corporation of America)

                                                    Consolidated Statements of Common Shareholders' Equity


                                                                                                      
                                  COMMON STOCK $.01 PAR VALUE                                              SHARES HELD
                                ------------------------------  PAID-IN                                        IN
                                   SHARES         AMOUNT        SURPLUS        DEFICIT         SUBTOTAL     TREASURY       TOTAL
                                ----------------------------------------------------------------------------------------------------
<S>                                   <C>           <C>            <C>            <C>            <C>           <C>          <C>
                                                 
Balance at January 1, 1994        15,372,039     $153,720      $15,015,223  $ (7,608,717)    $7,560,226     $(899,100)  $ 6,661,126
Shares issued in connection
   with private placements            16,870          169           16,584             -         16,753             -        16,753
Exercise of finders options            4,239           42            6,104             -          6,146             -         6,146
Exercise of common stock
   warrants                           71,767          718           61,495             -         62,213             -        62,213
Exercise of stock options             55,500          555           67,920             -         68,475             -        68,475
Registration and issuance
   costs                                   -            -         (173,268)            -       (173,268)            -      (173,268)
Net loss                                   -            -                -    (2,388,953)    (2,388,953)            -    (2,388,953)
                                ----------------------------------------------------------------------------------------------------
Balance at December 31, 1994      15,520,415      155,204       14,994,058    (9,997,670)     5,151,592      (899,100)    4,252,492
Shares issued in connection
   with conversion  of                                                                                
   BCA Services, Inc. stock          100,000        1,000           99,000             -        100,000             -       100,000
Registration and issuance costs            -            -          (59,299)            -        (59,299)            -       (59,299)
Net loss                                   -            -                -    (1,689,480)    (1,689,480)            -    (1,689,480)
                                 ===================================================================================================
Balance at December 31, 1995      15,620,415     $156,204      $15,033,759  $(11,687,150)    $3,502,813     $(899,100)  $ 2,603,713
                                 ===================================================================================================

See accompanying notes.


                                      F-4
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
                                                                           
                                                                   BCAM International, Inc.
                                                        (formerly Biomechanics Corporation of America)

                                                             Consolidated Statements of Cash Flows

                                                                             Year ended December 31
                                                                             1995             1994
                                                                       ------------------------------------
<S>                                                                             <C>              <C> 
OPERATING ACTIVITIES
Net loss                                                                    $(1,689,480) $    (2,388,953)
Adjustments to reconcile net loss to net cash used in operating
   activities:
     Provision for doubtful accounts                                             34,726                -
     Depreciation and amortization                                              167,127          143,879
     Amortization of premium on held-to-maturity securities                           -            9,966
     Interest accretion on held-to-maturity securities                         (114,370)        (110,736)
     Loss on sale of available-for-sale securities                                    -           61,612
     Changes in operating assets and liabilities:
        Accounts receivable                                                     (50,866)          65,114
        Prepaid expenses and other current assets                                (3,105)          42,364
        Other assets                                                            (49,492)        (149,404)
        Accounts payable, accrued expenses and sundry liabilities
                                                                               (277,998)         563,467
        Other liabilities                                                       (26,888)         (24,990)
                                                                       ------------------------------------
                                                                      
Net cash used in operating activities                                        (2,010,346)      (1,787,681)
                                                                       ------------------------------------

Investing activities
Purchases of property, plant and equipment                                       (5,188)         (88,749)
Proceeds from sale of equipment                                                   1,200            1,050
Purchases of available-for-sale securities                                            -         (167,820)
Purchases of held-to-maturity securities                                     (2,799,782)      (4,161,884)
Proceeds from sale of available-for-sale securities                                   -        2,312,686
Proceeds from sale of held-to-maturity securities                             4,535,000        3,211,000
                                                                       ------------------------------------
Net cash provided by investing activities                                     1,731,230        1,106,283
                                                                       ------------------------------------

Financing activities
Net proceeds from sale of common stock and exercise of warrants
                                                                                      -           85,112
Net proceeds from exercise of stock options                                           -           68,475
Payment of stock registration and issuance costs                                (59,299)        (173,268)
Redemption of convertible preferred stock                                             -          (16,473)
                                                                       ------------------------------------
Net cash used in financing activities                                           (59,299)         (36,154)
                                                                       ------------------------------------
Decrease in cash and cash equivalents                                          (338,415)        (717,552)
Cash and cash equivalents at beginning of year                                1,040,101        1,757,653
                                                                       ------------------------------------
Cash and cash equivalents at end of year                                  $     701,686    $   1,040,101
                                                                       ====================================
See accompanying notes.

                                       F-5
</TABLE>
<PAGE>


                            BCAM International, Inc.
                 (formerly Biomechanics Corporation of America)

                   Notes to Consolidated Financial Statements

                                December 31, 1995

                                                    
1. DESCRIPTION OF BUSINESS AND PRINCIPLES OF CONSOLIDATION

     Biomechanics  Corporation  of America  was  organized  in 1984 to provide a
broad range of  consulting  services  using the  principles  of  ergonomics  and
biomechanics.  These  principles  combine  elements of engineering  and physical
medicine in the design of products,  tools and manufacturing processes which are
suited to be more  compatible  with the human  body.  As part of its  consulting
services,  the  company  utilizes  computer  analysis  and  certain  proprietary
technology  to  quantify  forces  acting  on the  human  body as it  engages  in
particular  activities.  Management has decided to  concentrate  its business on
integrating its patented  Intelligent  Surface Technology to develop and license
intelligent  products.  The company also provides product analysis and redesign,
and ergonomic workplace risk assessment services.

     On June 22, 1995, the company's  shareholders approved a change of the name
of the corporation to BCAM International, Inc.

     The  consolidated   financial  statements  include  the  accounts  of  BCAM
International,  Inc. and its subsidiaries, BCA Services, Inc. (formerly ErgoRisk
Services,  Inc.),  ErgoRisk  Services,  Inc.  (Canada),  which was  acquired  in
December 1994, and BCAM  Technologies,  Inc.  (formerly BCA  Associates,  Inc.),
which was formed in December 1992,  (collectively referred to as the "Company").
BCA  Services,  Inc.  was  established  in December  1993 to  directly  focus on
providing   comprehensive  ergonomic  laboratory  assessment  services  to  U.S.
manufacturing  and  service  industries  for  measuring  the  potential  risk of
muscoloskeltal  injury.  ErgoRisk  Services,  Inc.  (Canada) was  purchased  for
$65,000 to effectively  terminate a joint venture,  and was subsequently written
off. The operations of BCAM Technologies, Inc., which were not significant, were
terminated in December 1993.


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH EQUIVALENTS

     The Company  considers  all highly  liquid  investments  with a maturity of
three  months  or less  when  purchased  to be cash  equivalents.  Cash and cash
equivalents  at December 31, 1995  consist of demand and money  market  accounts
with U.S.  banks  ($48,263)  and a money market  account with a U.S.  investment
institution ($653,423).

                                      F-6
<PAGE>

                            BCAM International, Inc.
                 (formerly Biomechanics Corporation of America)

             Notes to Consolidated Financial Statements (continued)



                                                    
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

HELD-TO-MATURITY SECURITIES

     Management determines the appropriate classifications of debt securities at
the time of purchase and reevaluates  such  designation as of each balance sheet
date. The Company has classified  $1,507,172 of securities as  "held-to-maturity
securities"   at  December  31,  1995.   Debt   securities   are  classified  as
held-to-maturity  when the Company has the  positive  intent and ability to hold
the  securities to maturity and such  securities  are stated at amortized  cost.
Interest and dividends are included in interest and other income. Realized gains
and  losses,  and  declines  in  value,  if they are  judged  to be  other  than
temporary,  are also included in interest and other  income.  For the year ended
December 31, 1995, there was no decline in value of such securities.

     At December  31, 1995,  the  held-to-maturity  securities  are Federal Farm
Credit Bank  Securities  and are  contractually  due to mature  within one year.
There are no unrealized gains or losses related to such securities.

USE OF ESTIMATES


REVENUE

     Revenue  is  recognized  when  products  are  shipped  or as  services  are
rendered,  no significant  obligations  remain outstanding and collection of the
accounts receivable, in management's estimation, is deemed probable.

PROPERTY, PLANT AND EQUIPMENT

     Depreciation is computed using the  straight-line  method at rates based on
the estimated useful lives of the related assets. The estimated useful lives for
furniture  and  fixtures  is  10  years  and  equipment  is 7  years.  Leasehold
improvements  are amortized over the lease term or estimated  useful life of the
improvements, whichever is shorter.

                                      F-7
<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

PATENTS

     Patents,  which are initially  capitalized at cost, are being  amortized by
the  straight-line  method over the  estimated  useful  lives of the  underlying
patents.

RESEARCH AND DEVELOPMENT

     Research  and  development  costs are charged to  operations  in the period
incurred.

INCOME TAXES

     The Company accounts for income taxes using Financial  Accounting Standards
Board ("FASB") Statement No. 109, "Accounting for Income Taxes." At December 31,
1995,  the  Company  has  net  operating  loss  carryforwards  of  approximately
$12,143,000 for income tax purposes, expiring through 2010.

     At December 31, 1995 and 1994, deferred tax assets approximating $4,129,000
and  $3,546,000,  respectively,  arising  from the  future  availability  of net
operating loss carryforwards have been offset in full by valuation allowances in
accordance with FASB Statement No. 109.

NET LOSS PER SHARE

     Net loss per share has been  computed on the basis of the weighted  average
number of common shares outstanding. Common stock equivalents have been excluded
because their effect is antidilutive.

FUTURE ACCOUNTING POLICY CHANGES

     The FASB has issued  Statement No. 121,  "Accounting  for the Impairment of
Long-Lived  Assets and for Long-Lived  Assets to Be Disposed Of," which requires
impairment  losses to be recorded on long-lived  assets used in operations  when
indicators of impairment are present and the  undiscounted  cash flows estimated
to be generated by those assets are less than the assets' carrying  amount.  The
Company  will  adopt   Statement   No.  121  in  1996  and,   based  on  current
circumstances, does not believe the effect of adoption will be material.

                                      F-8

<PAGE>

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     In  1995,  the  FASB  also  issued  Statement  No.  123,   "Accounting  for
Stock-Based  Compensation,"  which  requires all  companies to either  recognize
expense for  stock-based  awards based on their fair market value on the date of
grant,  or provide  proforma  disclosures of the effects "as if" the company had
recognized  the  stock-based  compensation  expense.  As  provided  by this  new
accounting pronouncement, the Company will adopt the new rules in 1996; however,
management  has not yet  estimated  the  potential  impact,  if any,  that these
changes will have on the Company's operating results and financial position.

3. CONVERTIBLE PREFERRED STOCK

     In  November  1989,  the Company  issued  2,250,000  shares of  convertible
preferred  stock in the form of a stock  dividend on a pro rata basis to holders
of common stock.  Immediately  following  issuance,  602,680 of such shares were
redeemed by the Company  pursuant to a redemption  agreement with certain common
shareholders.

     The holders of the convertible preferred stock had the right to vote, along
with the holders of the common stock, on any and all matters which  stockholders
may vote,  and had a nominal  noncumulative  dividend  right  entitling  them to
receive a dividend in the amount of $.0001 per share before any dividends may be
paid or  declared  upon any  shares of the  Company's  common  stock.  Shares of
convertible  preferred stock were  nontransferable and were subject to mandatory
redemption on April 15,  1994 (if such shares were not previously converted into
common  stock),  effective  as  of  January 1, 1994,  at  $.01  per  share.  The
convertible  preferred stock was convertible  into common stock at various rates
and times, if certain pretax  earnings were achieved.  Since the pretax earnings
were not achieved the convertible  preferred stock issued was redeemed effective
January 1, 1994, for a total of $16,473.

4. ACQUISITION PREFERRED STOCK

     The  Company  is  authorized  to issue  750,000  shares of its  acquisition
preferred  stock,  $.01  par  value,  none of which  are  presently  issued  and
outstanding.  The acquisition  preferred stock is only permitted to be issued as
consideration  pursuant to (i) a statutory  merger or  consolidation as to which
the Company is the  surviving  entity,  (ii) the  acquisition  by the Company of
substantially  all the  assets  or  business  of  another  entity  or (iii)  the
acquisition  by the Company of 50% or more of the voting  securities  of another
entity. The acquisition

                                      F-9
<PAGE>


4. ACQUISITION PREFERRED STOCK (continued)

preferred stock is issuable from time to time in one or more series.  Subject to
prior  liquidation  rights  of the  convertible  preferred  stock,  the Board of
Directors is authorized to fix, before issuance,  the voting powers, if any, the
designations, preferences and any other rights, qualifications,  limitations and
restrictions   applicable  to  each  series  of  acquisition   preferred  stock,
including,   without  limitation,   dividend  rates  and  conditions,   dividend
preferences, conversion and redemption rights and liquidation preferences.

5. COMMON SHAREHOLDERS' EQUITY

     On January 24, 1990, the Company issued and sold 1,100,000  units for $4.00
per  unit  in  connection  with a  public  offering.  The  net  proceeds,  after
accounting for direct expenses of the offering,  were approximately  $3,397,000.
On  February 26, 1990,  the  underwriter  issued and sold an additional  165,000
units at $4.00 per unit resulting from the exercise of the overallotment  option
and the Company  received net proceeds of $574,200.  Each unit consists of three
shares  of  common  stock  and two Class A  warrants.  Each  Class A warrant  is
exercisable  to purchase  one share of common stock and one Class B warrant at a
price of $2.00, subject to adjustment,  commencing one year from the date of the
Prospectus (January 17,  1990) until January 17, 1997 (extended from January 16,
1995) subject, in certain  circumstances,  to earlier redemption by the Company.
As a result of the dilutive  effects of private  placements (see Note 8) and the
Discounted Warrant Plan (see below), the number of shares issuable under and the
exercise  price  of the  Company's  Class B  warrants,  which  may be  exercised
commencing  upon  issuance  until  January 17, 1997  (extended  from January 16,
1995), have been adjusted such that each Class B warrant, as adjusted,  entitles
the holder to purchase one and two tenths (1.2) shares (originally one share) of
Common  stock at an adjusted  price that varies from $2.69 to $3.23  (originally
$3.33  to  $4.67)  per  share.  As a result  of the  issuance  of  approximately
1,717,000 Class E warrants pursuant to the Discounted Warrant Plan, each Class A
warrant  remaining  unexercised  entitles the holder thereof to purchase one and
two-tenth  (1.2)  (originally  one share) shares of common stock and one Class B
warrant at an adjusted price per share, subject to further adjustment, of $1.72.
Since the Company has satisfied the condition of redemption,  namely the closing
bid  price of common  stock of the  Company  exceeding  $2.67 for a period of 30
consecutive  business days, the remaining Class A Warrants were called effective
November 19, 1993. The Company extended the redemption date to December 20, 1993
and 807,659 Class A Warrants were exercised resulting in the 

                                      F-10
<PAGE>


5. COMMON SHAREHOLDERS' EQUITY (continued)

issuance  of  969,191  shares  of  common  stock and  807,659  Class B  Warrants
exercisable  to  purchase  969,191  shares of common  stock and  receipt  by the
Company of net proceeds of $1,667,008.

     In  connection  with the public  offering,  the Company  sold  110,000 Unit
Purchase  Options  (the  "Unit  Options")  to the  underwriter  and a finder  on
January 24,  1990  for a  nominal  consideration.  The  units  purchasable  upon
exercise  of the Unit  Options  are  identical  to the units  sold in the public
offering, except that the warrants included therein are not redeemable. The Unit
Options are  exercisable at 130% of the public offering price subject to certain
antidilution adjustments.  The Unit Options are exercisable during the five-year
period (originally three-years) commencing two years from the date of the public
offering,  expiring January 17, 1997. As a result of the dilutive effects of the
private placement,  the number of Unit Options has been increased to 127,547 and
the unit price adjusted to $4.35 per unit (originally $5.20 per unit).  Pursuant
to a settlement  agreement certain Unit Purchase Option holders  surrendered for
exercise in full 30,369 units in a cashless  transaction that provided them with
85,674 shares of common stock  representing  the excess of the fair market value
of the common stock and Class A warrants,  over the exercise  price of the Unit.
At December 31,  1995,  there were 97,178  units  (underwriter)  and 1,568 units
(finder) outstanding.

     In  October  1991,  the  Board  of  Directors  of the  Company  approved  a
Discounted Warrant Plan, providing for 1) a reduction in the price of each Class
A warrant  which was  exercised  during  the  Class A  Limited  Exercise  Period
(expired  in 1992)  from  $2.00 to the  discounted  price of $1.50  per share of
common  stock,  and 2) the  issuance to each holder who  exercised a  discounted
Class A warrant during the Class A Limited  Exercise  Period, a Class E warrant,
in lieu of a Class B  warrant,  which has the same terms and  conditions  as the
Class B  warrants,  except that the price of each Class E warrant was reduced to
the  discounted  price of $1.25 per share of common  stock until the  expiration
date on January 17, 1997 (extended from January 16, 1995).

     Pursuant to the Discounted  Warrant Plan,  approximately  1,717,000 Class A
warrants were  exercised  resulting in the issuance of  approximately  1,717,000
shares of common stock and 1,717,000  Class E warrants  exercisable  to purchase
approximately 1,888,700 shares of common stock and the receipt by the Company of
net proceeds of  approximately  $2,500,000.  During the year ended  December 31,
1993,  1,022,825  Class E warrants  were  exercised  resulting in an issuance of
1,125,109 shares of common stock and receipt by the

                                      F-11
<PAGE>

5. COMMON SHAREHOLDERS' EQUITY (continued)

Company of net proceeds of $1,406,464.  In connection with the exercise of the E
warrants,  options  to  purchase  38,508  unregistered  shares of  common  stock
exercisable  at prices ranging from $3.31 through $3.44 per share were issued to
two  registered  brokerage  houses,  as an inducement  for their exercise of the
aforementioned Class E warrants.  The options are exercisable for 18 months from
the dates of  exercise  of the Class E warrants  (October  1993).  In  addition,
through December 31, 1992, 202,588 Class E warrants were exercised  resulting in
the issuance of approximately  223,000 shares of common stock and the receipt by
the Company of net proceeds of  approximately  $280,000.  In connection with the
Discounted  Warrant Plan, the Board of Directors  issued in 1992 an aggregate of
166,154  restricted  shares of common  stock of the  Company  to two  registered
brokers,  in full  payment  of the  compensation  due  them for  soliciting  the
exercise of the Class A warrants.

     In June  1991,  Class  D  warrants  exercisable  over a  five-year  term to
purchase  176,250 shares of common stock at $2.00 per share and Class C warrants
exercisable  over a five and one-half year term  (originally  five-year term) to
purchase  200,000  shares of common  stock at $1.00  per  share  were  issued in
connection with the private  placement (see Note 8). As a result of the exercise
of Class E warrants and pursuant to  provisions  for  adjustment of the exercise
price of the  Company's  Class D  warrants,  each Class D warrant  entitles  the
holder to purchase  approximately  two and  three-tenths  (2.3)  (originally one
share) shares of common stock at an adjusted price per share, subject to further
adjustment, of approximately $.88 per share and each Class C warrant to purchase
228,571 (originally  200,000) shares of common stock at $.88 per share.  Through
December 31, 1995, 173,750 Class D warrants have been exercised  resulting in an
issuance  of 397,143  shares of common  stock and the  receipt by the Company of
$347,500  and  63,334  Class C  warrants  have been  exercised  resulting  in an
issuance  of 72,334  shares of common  stock and the  receipt by the  Company of
$63,344.

     Effective June 22, 1995, the Company's  shareholders  voted to increase the
number of authorized common stock from 20 million shares to 40 million shares.

                                      F-12
<PAGE>

5. COMMON SHAREHOLDERS' EQUITY (continued)

Common  shares  reserved  for future  issuance  as of  December 31, 1995 are as
follows:

Units sold in public offering in 1990:
   Class B warrants                                                     969,191
   Class E warrants                                                     540,745
Third party options (Note 6)                                            405,000
Unit Options                                                            766,083
1989 Stock Option Plan (Note 6)                                         452,000
1989 Nonstatutory Plan (Note 6)                                         100,000
1995 Stock Option Plan                                                2,000,000
Warrants issued in private placement in 1991 (Note 8):
   Class C warrants                                                     156,189
   Class D warrants                                                       5,714
                                                              -----------------
                                                                      5,394,922
                                                              =================

6. STOCK OPTIONS

     In June 1995, the  shareholders of the Company approved the adoption of the
1995  Stock  Option  Plan (the  "1995  Plan").  The 1995 Plan  provides  for the
granting of incentive stock options ("ISOs") and/or  nonqualified  stock options
to employees,  directors or  consultants of the Company to purchase an aggregate
of 2,000,000  shares of the Company's  common stock.  The option price per share
for ISOs  granted  under  the 1995 Plan  shall not be less than the fair  market
value of the  Company's  common  stock on the date of  grant.  Furthermore,  the
option price per share shall be determined  by the Board of  Directors.  Options
vest based on certain provisions related principally to future services. Options
are exercisable  over various periods up to ten years from the date of grant. No
option may be granted under the 1995 Plan after June 2005. At December 31, 1995,
there were 67,500 shares available for granting of future options. The 1995 Plan
replaced all prior option plans and no further options will be granted under the
prior option plans.

     In 1989, the  shareholders  of the Company  approved the adoption of a 1989
Stock Option Plan (the "1989 Plan").  The 1989 Plan provided for the granting of
incentive stock options and/or  nonqualified  stock options to key employees and
consultants  to purchase  shares of the  Company's  common  stock at a price per
share not less than the fair market value on

                                      F-13
<PAGE>

6. STOCK OPTIONS (continued)

the date of grant.  In 1992,  the Plan was amended to (a) increase the number of
shares to 1,565,957,  (b) permit the granting of nonqualified stock options at a
price per share less than the fair market value of the Company's common stock on
the date of grant and (c) permit  options to be  exercised up to two years after
termination  of employment  under certain  circumstances.  Options vest based on
certain  provisions  related   principally  to  future  services.   Options  are
exercisable  over  various  periods  up to six  years  from the  date of  grant.
Pursuant to the terms of the 1995 Plan, no options may be granted under the 1989
Plan subsequent to June 22, 1995.

     In 1989,  the Company  also adopted a  Nonstatutory  Stock Option Plan (the
"1989 Nonstatutory  Plan") for directors.  Under the 1989 Nonstatutory Plan, the
Company could grant  options for the purchase of an aggregate of 355,000  shares
of common  stock at not less than fair  market  value at the date of grant.  The
options  expire at various  dates.  Pursuant  to the terms of the 1995 Plan,  no
options may be granted under the 1989  Nonstatutory  Plan subsequent to June 22,
1995.

     Option  activity  during each of the two years ended  December 31, 1995 for
the 1989 Plan and the 1989 Nonstatutory Plan is summarized as follows:
<TABLE>
<CAPTION>
                                                  1989 Plan                1989 Nonstatutory Plan
                                             Shares Under Option            Shares Under Option
                                       ---------------------------------------------------------------
                                         Option price  Number of Shares  Option price per   Number of
                                          per share                          share          shares
                                       ----------------------------------------------------------------
     <S>                                     <C>                <C>            <C>             <C>   

     Balance at January 1, 1994                               786,008                        115,000
     Granted                           $1.63 to $3.47         265,000     $1.68 to $2.56      98,333
     Exercised                         $1.10 to $1.50         (48,000)        $1.13           (7,500)
     Cancelled/expired                 $1.31 to $3.19         (15,000)        $1.13          (15,000)
                                                       -----------------                  -----------
                                                                    
     Balance at December 31,1994                              988,008                        190,833
     Granted                               $ .92              119,000                              -
     Cancelled/expired                 $ .92 to  $3.47       (655,008)     $1.13 to $2.56    (90,833)
                                                       -----------------                  -----------
     Balance at December 31,1995                              452,000                        100,000
                                                       =================                  ===========
</TABLE>
                                      F-14
<PAGE>


6. STOCK OPTIONS (continued)

     Option  activity  during the year ended December 31, 1995 for the 1995 Plan
is summarized as follows:
                                                          1995 Plan
                                                    Shares Under Option
                                              --------------------------------
                                                Option price per   Number of
                                                     share          shares
                                              --------------------------------

           Balance at January 1, 1995                                      -
           Granted                             $.92 to $1.68       1,962,500
           Cancelled/expired                           $ .92         (30,000)
                                                                  -----------
           Balance at December 31,1995                             1,932,500
                                                                  ===========

     In  addition,  during  1995,  the  Company  granted  300,000  fully  vested
nonstatutory  stock  options at fair market  value to a third  party,  which are
exercisable for a period of eighteen  months at a price of $1.05 per share,  and
5,000  nonstatutory  stock options at fair market value to a third party,  which
vest ratably over four years and are exercisable for a period of five years at a
price  of  $1.52  per  share.  Further,  in 1994  the  Company  granted  100,000
nonstatutory  stock  options at fair market value to a third  party,  which vest
ratably over two years and are exercisable for a period of five years at a price
of $1.69 per share.  At  December  31,  1995,  all of the  405,000  options  are
outstanding.

7. LEASES

     In May 1995, the Company renewed its office lease for a term extending from
April 1, 1995 through March 31, 2000. Additionally, the Company has entered into
various   operating   leases  for  equipment.   Future  minimum  payments  under
noncancellable operating leases for years ending December 31 are as follows:

                               1996                         $180,123
                               1997                          186,006
                               1998                          192,030
                               1999                          194,303
                               2000                           49,022
                                                         ---------------
                                                            $801,484
                                                         ===============

                                      F-15
<PAGE>

7. LEASES (continued)

     Rent  expense  in  1995  and  1994,   under  all  operating   leases,   was
approximately $179,000 and $185,000, respectively.

8. PRIVATE PLACEMENTS

     On June 25, 1991, the Company completed a private placement, for which D.H.
Blair and Co. Inc.  ("Blair")  acted as placement  agent,  of  $1,762,500 of its
securities,  consisting of $1,101,562 of Senior Secured  Convertible  Promissory
Notes (the "Notes")  convertible  into Common Stock at $1.00 per share,  660,937
shares  of  common  stock  at $1.00  per  share  and  176,250  Class D  warrants
exercisable over a five-year term at $.88 per share (originally $2.00 per share)
for 402,731 shares (originally 176,250 shares) of common stock. These securities
had been sold pursuant to a Securities Purchase Agreement among the Company, the
purchasers and Blair as purchasers'  representative (the "Purchase  Agreement"),
in a total of 35.25 Units of $50,000 each,  consisting of a $31,250 Note, 18,750
shares of common stock and 5,000 Class D warrants.  The Company paid Blair a fee
of  $176,250  and  expenses  of $56,750  and  issued to Blair,  Class C warrants
exercisable over a five-year term to purchase 228,571 shares (originally 200,000
shares) of common stock at $.88 (originally  $1.00 per share).  All of the Notes
were converted or redeemed in 1992.

     During the period commencing in June 1993 and ending in September 1993, the
Company completed four separate private placements ("Private Placements"), of an
aggregate of 1,843,873  shares of the Company's  common stock at prices  ranging
from $1.10 to $1.15 per share for net proceeds of  $2,039,925.  The Company paid
commissions in the amount of $35,075 to an individual, granted 100,000 shares of
unregistered  common stock and options to purchase an additional  425,000 shares
of  common  stock  at  prices  ranging  from  $1.31  to  $3.47  per  share,   in
consideration of services rendered in connection with the Private Placements.

9. DEFERRED REVENUE

     On December 27, 1993,  the Company sold 100,000  shares (2.4%  interest) of
its  subsidiary BCA Services,  Inc. to Polaris  Partners for the sum of $100,000
resulting in the Company recording such amount as deferred revenue.  Pursuant to
an exchange  agreement  dated April 6, 1995,  the Company agreed to exchange the
100,000 shares of BCA Services, Inc. 

                                      F-16
<PAGE>

9. DEFERRED REVENUE (continued)

for 100,000  shares of BCAM  International,  Inc.,  at which time $99,000 of the
deferred  revenue  was  credited to paid-in  surplus and $1,000 was  credited to
common stock.

10. SIGNIFICANT CUSTOMERS

     The Company generated a significant  percentage of its revenue from a small
number of customers, as summarized below:

                              1995                           1994
             -------------------------------------------------------------------
                                    % of Net                       % of Net
    Customer        Revenue          Revenue          Revenue       Revenue
--------------------------------------------------------------------------------
       A             $ 217,000         29%            $       -         -
       B                87,000         12%                    -         -
       C                84,000         11%              194,000        17%
       D                78,000         10%                    -         -
       E                35,000          5%              669,000        59%
       F                12,000          2%              100,000         9%

     At December 31, 1995, three customers  accounted for  approximately  83% of
the Company's gross accounts  receivable.  Consistent  with industry  standards,
receivables  are generally  payable  within 90 to 120 days and collateral is not
required.

                                      F-17


<PAGE>