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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-KSB
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the fiscal year ended December 31, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from to
 Commission File Number 1-9043
 B.H.I.T. INC.
 (Exact name of Registrant as specified in its charter)
 Delaware
    
    36-3361229(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)6950 South Edgerton Road, Brecksville, Ohio
    
    44141(Address of principal executive offices)
    
    (Zip Code)(440) 838-4700(Area code and telephone number)
 Securities
registered under Section 12(b) of the Exchange Act:
 Securities
registered under Section 12(g) of the Exchange Act:
 o
 þ o
 þ
 Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
    
    Yes þ   No o
    DOCUMENTS INCORPORATED BY REFERENCE
  Transitional Small Business Disclosure Format
    
    Yes
o   No þ




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B.H.I.T. INC.
 
  INDEX
    
    PAGEPART IItem 1.
    
    Description of Business
    
    
    2Item 2.
    
    Description of Property
    
    
    2Item 3.
    
    Legal Proceedings
    
    
    3Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    3PART IIItem 5.
    
    Market for Common Equity and Related Shareholder Matters
    
    
    4Item 6.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    4-5Item 7.
    
    Financial Statements
    
    
    6Item 8.
    
    Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
    
    
    6Item 8A.
    
    Controls and Procedures
    
    
    6PART IIIItem 9.
    
    Directors and Executive Officers of the Company
    
    
    7Item 10.
    
    Executive Compensation
    
    
    7Item 11.
    
    Security Ownership of Certain Beneficial Owners and Management
    
    
    8Item 12.
    
    Certain Relationships and Related Transactions
    
    
    8Item 13.
    
    Exhibits and Reports on Form 8-K
    
    
    9Item 14.
    
    Principal Accountant Fees and Services
    
    
    9SIGNATURES
    
    
    10EX-31.1 Certification of CEO Pursuant to 13A-14(A)EX-31.2 Certification of CFO Pursuant to 13A-14(A)EX-32 Certification Pursuant to U.S.C. Section 1350
  1




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B.H.I.T. INC.
 
 PART I
 
 ITEM 1. DESCRIPTION OF BUSINESS
        
 ITEM 2. DESCRIPTION OF PROPERTY
  2




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B.H.I.T. INC.
 
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  3




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B.H.I.T. INC
 
 PART II
 
 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  Calendar
    
    
    
    Share PriceQuarter
    
    
    
    2005
    
    2004First
    
    High
    
    $0.13
    
    $0.20Quarter
    
    Low
    
    0.09
    
    0.17Second
    
    High
    
    0.13
    
    0.21Quarter
    
    Low
    
    0.09
    
    0.15Third
    
    High
    
    0.15
    
    0.15Quarter
    
    Low
    
    0.10
    
    0.11Fourth
    
    High
    
    0.18
    
    0.12Quarter
    
    Low
    
    0.12
    
    0.07
  
 ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
   4




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B.H.I.T. INC.
           Accounting Changes
and Error Corrections a replacement of APB Opinion No. 20 and FASB Statement No. 3
 5




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B.H.I.T. INC.
 
 ITEM 7. FINANCIAL STATEMENTS
  
 ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 8A. CONTROLS AND PROCEDURES
  6




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B.H.I.T. INC.
 
 PART III
 
 ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
      
 ITEM 10. EXECUTIVE COMPENSATION
 A.
    
    DIRECTOR COMPENSATIONNo arrangements currently exist with respect to payments to the Directors for their service on
the Companys Board of Directors, and no fees have been paid during the years 2005 and 2004.B.
    
    EXECUTIVE COMPENSATIONNo salary or other compensation was paid to the Companys Chief Executive Officer during 2005
or 2004 nor was any other officer paid $100,000 or more during those years.There were no long-term compensation awards, payments or options granted or exercised during
the years 2005 and 2004. There were no options outstanding to acquire stock of the Company as
of December 31, 2005.
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B.H.I.T. INC.
 
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Amount and NatureName of
    
    of Beneficial
    
    PercentTitle of Class
    
    Beneficial Owner
    
    Ownership
    
    of ClassShares of Common Stock
$.01 Par Value
    
    Summa Holdings, Inc.
6950 South Edgerton Road
Brecksville, Ohio, 44141
    
    6,243,563 shares
    
    
    41.7
    %Directors and Officers (1)
    
    
    
    
 
  
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  8




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B.H.I.T. INC.
 
 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
 A.
    
    EXHIBITSEXHIBIT 31.1 Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) of the
Exchange ActEXHIBIT 31.2 Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) of the
Exchange ActEXHIBIT 32 Certification Pursuant to 18 U.S.C. Section 1350B.
    
    REPORTS ON FORM 8-KNONE
 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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B.H.I.T. INC.
 
 SIGNATURES
  /s/ James Benenson, Jr.James Benenson, Jr.
    
    Date: March 24, 2006Chairman of the Board of Directors,President and Chief Executive Officer/s/ John V. CurciJohn V. Curci
    
    Date: March 24, 2006Vice-President, Treasurer & Chief Financial Officer,Principal Accounting Officer
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B.H.I.T. INC.
 INDEX TO FINANCIAL STATEMENTS
 Report of Independent Registered Public Accounting Firm
    
    F - 2Balance Sheets as of December 31, 2005 and 2004
    
    F - 3Statements of Operations
For the Years Ended December 31, 2005 and 2004
    
    F - 4Statements of Stockholders Equity
For the Years Ended December 31, 2005 and 2004
    
    F - 5Statements of Cash Flows
For the Years Ended December 31, 2005 and 2004
    
    F - 6Notes to Financial Statements
    
    F - 7 to F - 9
 F-1




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F-2




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B.H.I.T. INC.
 
 Balance Sheets
 December 31,2005
    
    
    2004ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    1,466,353
    
    
    $
    1,536,596Interest receivable on cash and cash equivalents
    
    
    5,615
    
    
    
    3,168Prepaid insurance
    
    
    
    
    
    
    5,082Total Current Assets
    
    $
    1,471,968
    
    
    $
    1,544,846LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and other accrued expenses
    
    $
    31,108
    
    
    $
    33,162STOCKHOLDERS EQUITY (DEFICIT)Shares of Common Stock, $0.01 par value,
20,000,000 shares authorized, 15,020,808 shares
issued as of December 31, 2005 and 2004
    
    
    88,060,847
    
    
    
    88,060,847Accumulated deficit
    
    
    (86,611,798
    )
    
    
    (86,540,974
    )Treasury stock, at cost, for 32,757 shares
of Common Stock
    
    
    (8,189
    )
    
    
    (8,189
    )Total Stockholders Equity
    
    
    1,440,860
    
    
    
    1,511,684Total Liabilities and Stockholders Equity
    
    $
    1,471,968
    
    
    $
    1,544,846
 See accompanying notes to the Financial Statements.
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B.H.I.T. INC.
 
 Statements of Operations
 Years Ended December 31,2005
    
    
    2004REVENUEInterest earned on cash and cash equivalents
    
    $
    48,809
    
    
    $
    22,913EXPENSESGeneral and administrative
    
    
    119,633
    
    
    
    101,206Net loss
    
    $
    (70,824
    )
    
    $
    (78,293
    )Basic and diluted net loss per share of Common
Stock (based on weighted average number of
shares outstanding of 14,988,051 in 2005 and 2004)
    
    $
    (0.005
    )
    
    $
    (0.005
    )
 See accompanying notes to the Financial Statements.
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B.H.I.T. INC.
 
 Statements of Stockholders Equity
Years Ended December 31, 2005 and 2004
 Common StockShares
    
    
    
    
    
    
    Accumulated
    
    
    Treasury StockIssued
    
    
    Amount
    
    
    Deficit
    
    
    Shares
    
    
    Amount
    
    
    TotalStockholders equity (deficit)
December 31, 2003
    
    
    15,020,808
    
    
    $
    88,060,847
    
    
    $
    (86,462,681
    )
    
    
    32,757
    
    
    $
    (8,189
    )
    
    $
    1,589,977Net loss for the year ended
December 31, 2004
    
    
    
    
    
    
    
    
    
    
    (78,293
    )
    
    
    
    
    
    
    
    
    
    
    (78,293
    )Stockholders equity (deficit)
December 31, 2004
    
    
    15,020,808
    
    
    $
    88,060,847
    
    
    $
    (86,540,974
    )
    
    
    32,757
    
    
    $
    (8,189
    )
    
    $
    1,511,684Net loss for the year ended
December 31, 2005
    
    
    
    
    
    
    
    
    
    
    (70,824
    )
    
    
    
    
    
    
    
    
    
    
    (70,824
    )Stockholders equity (deficit)
December 31, 2005
    
    
    15,020,808
    
    
    $
    88,060,847
    
    
    $
    (86,611,798
    )
    
    
    32,757
    
    
    $
    (8,189
    )
    
    $
    1,440,860
 See accompanying notes to the Financial Statements.
 F-5




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B.H.I.T. INC.
 
 Statements of Cash Flows
 Years Ended December 31,2005
    
    
    2004Operating Activities:Net Loss
    
    $
    (70,824
    )
    
    $
    (78,293
    )Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:Changes in certain assets and liabilities:Interest receivable
    
    
    (2,447
    )
    
    
    (1,544
    )Prepaid insurance
    
    
    5,082
    
    
    
    9,168Accounts payable and accrued expenses
    
    
    (2,054
    )
    
    
    (5,459
    )Net cash provided by (used in) operating activities
    
    
    (70,243
    )
    
    
    (76,128
    )Cash and cash equivalents at beginning of period
    
    
    1,536,596
    
    
    
    1,612,724Cash and cash equivalents at end of period
    
    $
    1,466,353
    
    
    $
    1,536,596
 See accompanying notes to the Financial Statements.
 F-6




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B.H.I.T. INC.
 
 NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2005 and 2004
 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
   Nature of Operations
  Income Taxes
  Loss Per Share
  Cash and Cash Equivalents
  F-7




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B.H.I.T. INC
 NOTES TO FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2005 and 2004
 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 Revenue Recognition
  Use of Estimates
  New Accounting Pronouncements
 Accounting Changes
and Error Corrections a replacement of APB Opinion No. 20 and FASB Statement No. 3
 NOTE 2. TRANSACTIONS WITH AFFILIATES
  NOTE 3. LEASE COMMITMENTS
  F-8




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B.H.I.T. INC.
 NOTES TO FINANCIAL STATEMENTS (continued)
Years Ended December 31, 2005 and 2004
 NOTE 4. INCOME TAXES
    2005
    
    
    2004Tax effect of net operating
loss carryforward
    
    $
    25,316,640
    
    
    $
    29,679,039Valuation allowance
    
    
    (25,316,640
    )
    
    
    (29,679,039
    )Net deferred tax asset
    
    $
    
    
    
    $
    
  F-9