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SEC FILE NUMBER
1-7948
CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): _ Form 10-K _ Form 20-F _ Form 11-K X Form 10Q _ Form N-SAR
For Period Ended: September 30, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:_____________________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing check above, identify the
Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
BCAM INTERNATIONAL, INC.
Full Name of Registrant
Former Name if Applicable
1800 Walt Whitman Road
Address of Principal Executive Office (Street and Number)
Melville, NY 11747
City, State and Zip Code
PART II -- RULES 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Company has not yet completed its Financial Statements for the
period ended September 30, 1999, which will be delayed due to the time
and effort required in preparing the consolidated financial statements
to reflect the September 23, 1999 merger transaction of LungCheck, Inc.
with a wholly-owned subsidiary of the registrant. The transaction will
be treated as a "reverse acquisition" for accounting purposes in which
the registrant is the legal acquirer and LungCheck, Inc. is the
Accounting Acquirer. These financial statements impact the entire Form
10-QSB filing.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Michael Strauss (516) 752-3550
--------------- ------------- -----------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If answer is not, identify report(s), X Yes No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
_X Yes No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
The anticipated changes are as a result of the September 23, 1999
merger transaction of LungCheck, Inc. with a wholly-owned subsidiary of
the registrant. The transaction will be treated as a "reverse
acquisition" for accounting purposes in which the registrant is the
legal acquirer and LungCheck, Inc. is the Accounting Acquirer. Due to
the recent transaction, the registrant's consolidated financial
statements for the period ended September 30, 1999 are not yet
completed.
BCAM INTERNATIONAL, INC.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: November 12, 1999 By: /s/ Michael Strauss
-------------------
Michael Strauss, Chairman of the Board of
Directors and Chief Executive Officer