<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                  FORM 10-QSB/A
                               AMENDMENT NO. 1 TO
           ( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) of
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended Sept. 30, 2000


                                       or

              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.
                     (Formerly Banyan Hotel Investment Fund)
             (Exact Name of registrant as specified in its charter)

          Delaware                                       36-3361229

(State or other jurisdiction of                          (I.R.S.  Employer
Incorporation or organization)                           Identification Number)

875 Avenue of the Americas, Suite 1808
New York, New York                                       10001
(Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including
  area code                                              (212) 736-7880

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 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   .
                                      ---   ---

Shares of Common Stock outstanding as of November 14, 2000: 15,053,565


Transitional Small Business Disclosure Format Yes.    No. X.
                                                  ---    ---
<PAGE>

                                  B.H.I.T. Inc.
                         QUARTERLY REPORT ON FORM 10-QSB
                  FOR THE QUARTERLY PERIOD ENDED SEPT. 30, 2000

                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

INDEX                                                                                                          PAGE
<S>                                                                                                            <C>
PART I FINANCIAL INFORMATION

Item 1.  Financial Statements


                  Consolidated Balance Sheets as of September 30,
                    2000 (unaudited) and December 31, 1999.....................................................  3

                  Consolidated Statements of Operations
                    for the three months ended September 30, 2000
                    and 1999 (unaudited).......................................................................  4

                  Consolidated Statements of Operations
                    for the nine months ended September 30, 2000
                    and 1999 (unaudited).......................................................................  5

                  Consolidated Statement of Stockholders' Equity
                    for the nine months ended September 30, 2000
                    (unaudited)................................................................................  6

                  Consolidated Statements of Cash Flows for the
                    nine months ended September 30, 2000 and 1999
                    (unaudited)................................................................................  7

                  Notes to Consolidated Financial Statements
                    (unaudited)................................................................................  8

Item 2.           Management's Discussion and Analysis of
                    Financial Condition and Results of
                    Operations................................................................................  12

Item 4.           Submission of Matters to a Vote of
                    Security Holders..........................................................................  14

Item 5.             Other Information ........................................................................  14

PART II           OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K............................................................  15

SIGNATURES          ..........................................................................................  16
</TABLE>
<PAGE>

                          PART I FINANCIAL INFORMATION

ITEM I.   FINANCIAL STATEMENTS
                                  B.H.I.T. Inc.
                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
ASSETS                                                                                               September 30,     December 31,
                                                                                                        2000               1999
                                                                                                     ------------      ------------
                                                                                                     (Unaudited)
<S>                                                                                                  <C>               <C>
Cash and Cash Equivalents                                                                            $  1,564,979      $    110,992
Interest Receivable on Mortgages
 and Miscellaneous Revenue                                                                                 50,302             4,166
Mortgage Loan Receivable                                                                                  233,750           300,000
Investment in Joint Venture                                                                                    --           915,504
Prepaid Insurance                                                                                          14,688            16,243
Other Assets                                                                                                3,198             3,198
                                                                                                     ------------      ------------
         Total Assets                                                                                $  1,866,917      $  1,350,103
                                                                                                     ============      ============

LIABILITIES & STOCKHOLDERS' EQUITY
Accounts Payable and Accrued Expenses                                                                $      7,967      $     35,864
                                                                                                     ------------      ------------

Stockholders' Equity
Shares of Common Stock $0.01 Par
   Value - 20,000,000 Shares Authorized
   15,053,565 Outstanding in 2000 and
   12,403,565 Outstanding in 1999                                                                      88,060,847        87,477,847

Accumulated Deficit                                                                                   (86,193,708)      (86,155,419)

Treasury Stock                                                                                             (8,189)           (8,189)
                                                                                                     ------------      ------------

Total Stockholders' Equity                                                                              1,858,950         1,314,239
                                                                                                     ------------      ------------

         Total Liabilities and
         Stockholders' Equity                                                                        $  1,866,917      $  1,350,103
                                                                                                     ============      ============
</TABLE>






   See Accompanying Notes

                                                                               3


<PAGE>



                                  B.H.I.T. Inc.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>


                                                                                           Three months
                                                                                        Ended September 30,
                                                                                         2000        1999
                                                                                         ----        ----
                                                                                      (unaudited) (unaudited)
REVENUES
<S>                                                                                  <C>         <C>
     Interest Income on Cash and Cash Equivalents                                    $    301    $  1,861
     Interest Income on Mortgage Receivable                                             7,012       9,000
                                                                                     --------    --------
              Total Revenues                                                            7,313      10,861
                                                                                     --------    --------


EXPENSES

     Stockholders' Expenses                                                             1,971       1,764
     Other Professional Fees                                                           19,197       8,050
     General and Administrative Expenses                                               72,082      41,041
                                                                                     --------    --------

              Total Expenses                                                           93,250      50,855
                                                                                     --------    --------

     Equity in Income of Unconsolidated
         Joint Venture                                                                 95,422       5,769
     Gain on Sale of Interest in
         Partners Liquidating Trust                                                    47,759          --
     Loss on Sale of 50% Interest in
         Joint Venture                                                                (56,799)         --
                                                                                     --------    --------
              Total Other Income - Net                                                 86,382       5,769
                                                                                     --------    --------

              Net Income (Loss)                                                      $    445    $(34,225)
                                                                                     ========    ========

Basic and Diluted Net Income (Loss) Per Share of
  Common Stock based on 12,518,783 average Shares
  Outstanding in 2000 and 12,403,565 in 1999
                                                                                     $   0.00    $  (0.00)
                                                                                     ========    ========
</TABLE>

   See Accompanying Notes

                                                                               4

<PAGE>



                                                  B.H.I.T. Inc.
                                     CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>
                                                               Nine Months Ended
                                                                  September 30,
                                                               2000          1999
                                                               ----          ----
                                                            (unaudited)  (unaudited)
REVENUES
<S>                                                        <C>           <C>
     Interest Income on Cash and Cash Equivalents          $   1,419     $   5,445
     Interest Income on Mortgage Receivable                   25,012        28,770
                                                           ---------     ---------
              Total Revenues                                  26,431        34,215
                                                           ---------     ---------

EXPENSES

     Stockholders' Expenses                                    5,160         5,336
     Other Professional Fees                                  35,639        24,625
     General and Administrative Expenses                     156,176       122,552
                                                           ---------     ---------

              Total Expenses                                 196,975       152,513

     Equity in Income (Loss) of Unconsolidated
         Joint Venture                                       141,295       (52,312)
     Gain on Sale of Interest in Partners
         Liquidating Trust                                    47,759           --
     Loss on Sale of 50% Interest in
         Joint Venture                                       (56,799)          --
                                                           ---------     ---------

              Total Other Income - Net                       132,255       (52,312)
                                                           ---------     ---------
Net Loss                                                   $ (38,289)    $(170,610)
                                                           =========     =========


Basic and Diluted Net Loss Per Share of
  Common Stock based on 12,442,251 average Shares
  Outstanding in 2000 and 12,403,565 in 1999                 $ (0.00)      $ (0.01)
                                                           =========     =========

</TABLE>


   See Accompanying Notes

                                                                               5


<PAGE>



                                  B.H.I.T. Inc.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                             Common Stock               Accumulated    Treasury
                                         Shares          Amount           Deficit        Stock          Total
                                       -------------------------------------------------------------------------
<S>                                    <C>          <C>              <C>               <C>            <C>

Stockholders' Equity
   (Deficit) Dec. 31,1999              12,403,565   $   87,477,847   $   (86,155,419)  $  (8,189)     $1,314,239


Proceeds from Sale of Common
   Stock                                2,650,000          583,000                --          --         583,000

Net Loss                                       --               --           (38,289)         --         (38,289)
                                       -------------------------------------------------------------------------
Stockholders' Equity
   (Deficit) Sept, 30, 2000            15,053,565   $   88,060,847   $   (86,193,708)  $  (8,189)     $1,858,950
                                       =========================================================================
</TABLE>


   See Accompanying Notes

                                                                               6
<PAGE>

                                                  B.H.I.T. Inc.
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                                                       Nine Months Ended
                                                                                                          September 30,
                                                                                                        2000            1999
                                                                                                        ----            ----
                                                                                                    (unaudited)     (unaudited)
<S>                                                                                                <C>            <C>

Cash Flow from Operating Activities:

     Net (Loss)                                                                                    $   (38,289)   $  (170,610)

Adjustments to Reconcile Net Loss to Net
   Cash Flows Used in Operating Activities

     Equity in Net (Income) or Loss of Unconsolidated Joint Venture                                   (141,295)        52,312
     Loss on Sale of 50% Interest in Joint Venture                                                      56,799             --
     Gain on Sale of Interest in Partners Liquidating Trust                                            (47,759)            --

Net Change in:
     Interest & Miscellaneous Receivables                                                                1,623           (145)
     Prepaid Insurance                                                                                   1,555          1,071
     Other Assets                                                                                         --            4,437
     Accounts Payable & Accrued Expenses                                                               (27,897)       (34,381)
                                                                                                   --------------------------

Net Cash Used in Operating Activities                                                                 (195,263)      (147,316)
                                                                                                   --------------------------

Cash Flows from Investing Activities:
     Principal Collections on Mortgage Loans                                                            25,000        106,189
     Sale of 15% Participation in Mortgage Loan                                                         41,250             --
     Proceeds from Sale of Interest in Joint Venture                                                 1,000,000             --
                                                                                                    --------------------------

Net Cash Provided by Investment Activities                                                           1,066,250        106,189
                                                                                                   --------------------------

Cash Flow from Financing Activities:
     Proceeds from Sale of 2,650,000
       Shares of Common Stock                                                                          583,000           --
                                                                                                   --------------------------

Net Cash Provided by Financing Activities                                                              583,000           --
                                                                                                   --------------------------

Net Increase (Decrease) in                                                                           1,453,987        (41,127)
   Cash and Cash Equivalents

Cash & Cash Equivalents at Beginning
   of Period                                                                                           110,992        193,710
                                                                                                   --------------------------

Cash & Cash Equivalents at End of Period                                                           $ 1,564,979    $   152,583
                                                                                                   ==========================
</TABLE>

   See Accompanying Notes


                                                                               7

<PAGE>


                                  B.H.I.T. Inc.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000
                                   (UNAUDITED)

BASIS OF PRESENTATION

         The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310 of Regulation
S-B. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the nine month period ended September 30,2000
are not indicative of the results that may be expected for the year ended
December 31, 2000. The balance sheet at December 31, 1999 has been derived from
the audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. For further information refer to the
financial statements and footnotes thereto included in B.H.I.T. Inc.'s (the
"Company," or "BHIT") annual report on Form 1O-KSB for the year ended December
31, 1999.

         The business of the Company is not seasonal and the Company does no
foreign or export business. The Company does not segregate revenue or assets by
geographical region, and such presentation is not applicable and would not be
material to an understanding of the Company's business taken as a whole.

         In July of 1999, Harvey Polly, the President and Chief Executive
Officer of the Company, entered into an agreement for the sale by Mr. Polly of
his stock in the Company.

         In September of 2000, this transaction was closed, after the necessary
approval of stockholders was received at the Company's Annual Meeting. In
connection with this transaction, Mr. Polly acquired 2,650,000 shares of the
Company's stock under his original agreement with the Company dated August 4,
1994. The Company received $583,000 for these shares. Mr. Polly then sold
5,370,563 shares, constituting his entire holdings, to Arrowhead Holdings Corp.,
("Arrowhead")the nominee of Vesper Corp. At the same time, Sheltering Palms
Foundation, a not-for-profit charitable entity, controlled by Mr. Polly and his
wife, sold 500,000 shares of the Company to Arrowhead Holdings Corp. Upon
closing of this transaction, Arrowhead held 5,870,563 shares of the Company or
39% of the outstanding shares of the Company, and will be in a position to
control the Company.

         As required by the Stock Purchase Agreement, Mr. Polly purchased
B.H.I.T.'s 50% interest in Metro Franchising Commissary, LLC. for $1,000,000. As
a result, the company recognized a loss on the sale of $56,799 which is included
in the accompanying statement of operations.

                                                                               8

<PAGE>



BASIS OF PRESENTATION      (continued)

         Upon completion of the stock sale discussed above, Mr. Leo Yarfitz
and Mr. Willis Ryckman resigned their position as Directors, and were replaced
by Mr. James Benenson and Mr. James Lash, as designees of Arrowhead Holdings
Corp.


MORTGAGE LOANS RECEIVABLE

         On February 29, 1996, the Company invested in a first mortgage loan in
the approximate amount of $106,000 which was secured by an industrial property
in Lake Worth, Florida. The property securing the mortgage was controlled by Mr.
Harvey Polly, who has personally guaranteed the mortgage. The loan called for
10% interest per annum, payable monthly with a balloon payment of principal
after five (5) years. This loan was fully paid on March 1, 1999.

         On August 20, 1997, the Company made a first mortgage loan in the
amount of $1,000,000 which was secured by one commercial and one residential
property located in the Dallas, Texas area. The loan bears interest at the rate
of 12% and calls for monthly payments of interest only. The loan was originally
due on April 1, 1998. The principals of the Corporate owners of both properties
have personally guaranteed the loan. In April of 1998, this loan was paid down
by $700,000 to $300,000 and the residential property was released from the lien.
During June of 2000 the loan was paid down by an additional $25,000 and a 15%
interest in the remaining loan of $275,000 was sold to an unrelated company for
$41,250 leaving the Company with an outstanding loan balance of $233,750 at
September 30, 2000. The mortgage is now due on December 1, 2000. During October
2000, the Company re-purchased the 15% participation in this mortgage for
$41,250.

         As of September 30, 2000, the carrying amount of the above mortgage
loan approximates its fair value.


INVESTMENT IN JOINT VENTURE

         On May 28, 1998, the Company made an investment of $1,005,000 in Metro
Franchising Commissary, LLC (the "Venture"), resulting in a 50% interest in the
Venture.

         In September 2000, in connection with the Arrowhead transaction
discussed above, the Company sold its interest in the Joint Venture to Mr.
Harvey Polly for $1,000,000, and recognized a loss of $56,799.


                                                                               9

<PAGE>



INVESTMENT IN JOINT VENTURE        (continued)

         A summarized statement of operations is as follows for the Venture:

<TABLE>
<CAPTION>

                                                                                            For the              For the
                                                                                       Nine Month Period    Nine Month Period
                                                                                         Ended Sept. 30,      Ended Sept. 30,
                                                                                             2000                 1999
                                                                                             ----                  ----
<S>                                                                                      <C>                    <C>

         Revenues:
         Net Sales and Royalties                                                         $ 1,162,457            $ 619,135
         Interest Income                                                                       1,318                2,904
                                                                                         -----------------------------------
                                                                                           1,163,775              622,039

         Expenses:
         Total Expenses                                                                    1,022,480              674,351
         Net Income (Loss)                                                                   141,295              (52,312)
                                                                                         ===================================
         Net Income (Loss) allocated
            to the Company                                                               $   141,295            $ (52,312)
                                                                                         ===================================
</TABLE>


                                                                              10
<PAGE>


INVESTMENT IN LIQUIDATING TRUST

         The Company owned an interest in a liquidating Trust which was received
as final settlement of guarantees of VMS Realty Partners of loans made by the
Company in prior years. No funds were received by the Company, from the Trust
since 1997. During the third quarter of 2000, the Company accepted an offer of
$47,759 for its 0.61% interest in the Trust, and sold its interest. As a result,
the company recognized a gain on sale of $47,759, which is included in the
accompanying statement of operations.

OTHER INVESTMENTS

As of September 30, 2000, the Company owned a 50% limited liability partnership
member interest in the Santa Barbara Biltmore Hotel. The fair value of the
interest at September 30, 2000 and December 31,1999 is $0.

TRANSACTIONS WITH AFFILIATES

During the first nine months of 2000, the Company reimbursed an affiliated
company $12,004 for Health Insurance premiums paid on behalf of the Company.
During the first nine months of 1999, this reimbursement amounted to $10,427.

INCOME TAXES

Prior to January 1, 1995, the Company elected to be treated as a Real Estate
Investment Trust (REIT) under sections.856-860 of the Internal Revenue Code of
1986. However, management of the Company discontinued its REIT status effective
January 1, 1995, Accordingly, the Company has subsequently been treated as a
C-Corporation in accordance with the Internal Revenue Code.

As of September 30, 2000, the Company had a net operating loss carryforward of
approximately $75,460,000 which expires between 2005 and 2019. The utilization
of the net operating losses may be subject to limitations contained in the
Internal Revenue Code.

A summary of the components of deferred taxes is as follows:

<TABLE>
<CAPTION>

Deferred Tax Asset - Non Current
                                                                        Sept. 30, 2000                    December 31, 1999
                                                                      -------------------               ---------------------
<S>                                                                   <C>                               <C>
Net Operating Loss Carryforward                                       $ 30,184,055                      $ 30,220,173
Valuation Allowance                                                    (30,184,055)                      (30,220,173)
                                                                      -------------------               ---------------------
                                                                      $         -0-                     $         -0-
                                                                      ===================               =====================
</TABLE>


LEGAL PROCEEDINGS

The Registrant is not aware of any material pending legal proceedings as of
November 14, 2000 nor were any proceedings terminated during the quarter ended
September 30, 2000.


                                                                              11
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents consist of cash and short-term investments of a period
of 90 days or less. The Company's cash and cash equivalents balance at September
30, 2000 and December 31, 1999 was $1,564,979 and $110,992 respectively.

There are no material commitments for capital expenditures. The Company's cash
and cash equivalents are sufficient to meet its anticipated operating expenses.
The Company deems its liquidity to be adequate.

As of September 30, 2000, the Company's mortgage loan portfolio consisted of one
loan.

The Company's ultimate return of cash to its stockholders is dependent upon,
among other things: (i) the activities undertaken by the Company;, (ii) interest
earned from the investments of cash and cash equivalents, and mortgage; (iii)
the Company's ability to control its operating expenses.


RESULTS OF OPERATIONS

Total income for the three months ended September 30, 2000 and 1999 was $7,313
and $10,861 respectively. The decrease is due primarily to a lower average cash
balance and principle repayment on the Company's mortgage loan receivable.

Operating expenses for the three months ended September 30, 2000 were higher
than those for the same period in 1999. The increase is due primarily to an
increase in professional fees, as well as costs incurred in connection with the
stockholders' meeting and proxy statement.

During the three month period ended September 30, 2000, the Company's share of
Joint Venture profits was $95,422 as compared to $5,769 for the same period in
1999. The three month statements for 2000 also reflect a profit of $47,759 from
the sale of the Company's interest in the Partners Liquidating Trust and a loss
of $56,799 on the sale of its interest in the Joint Venture.

The above changes for the three months ended September 30, 2000, when compared
to the same period in 1999 resulted in a net income of $445 in the 2000 period
as compared to a net loss of $34,225 in the 1999 period.

Total income for the nine months ended September 30, 2000 and 1999 was $26,431
and $34,215 respectively. The decrease is due primarily to a lower average cash
balance and principle repayment on the Company's mortgage loan receivable.


                                                                              12
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS      (continued)

        Operating expenses for the nine months ended September 30, 2000 were
higher than those for the same period in 1999. The increase is due primarily to
an increase in professional fees and costs incurred in connection with the
stockholders' meeting and proxy statement.

        During the nine month period ended September 30, 2000 the Company's
share of joint Venture net income was $141,295 as compared to a net loss of
$52,312 for the same period in 1999. The nine month statements for 2000 also
reflect a profit of $47,759 from the sale of the Company's interest in the
Partners Liquidating Trust and a loss of $56,799 on the sale of its interest in
the Joint Venture.

        The above changes for the nine months ended September 30, 2000, when
compared to the same period in 1999, resulted in a decrease in the net loss to
$38,289 ($0.00 per share) from $170,610 ($0.01 per share).

                                                                              13
<PAGE>

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

On September 19, 2000, the Company held a special meeting of stockholders. Four
matters were submitted to a vote, the matters are:

        1.  The election of Harvey Polly, Morton I. Kalb, Willis G.
            Ryckman, III and Leo Yarfitz to serve as directors.
        2.  The amendment of the Company's Certificate of Incorporation to
            eliminate the Company's former status as a REIT.
        3.  The amendment of the Company's By-Laws to eliminate provisions
            relating to the Company's former status as a REIT.
        4.  To approve the sale of the Company's 50% interest in Metro
            Franchising Commissary LLC to Harvey Polly.

The votes are as follows:

<TABLE>
<CAPTION>

                                                                                    VOTES
                                                            VOTES FOR              AGAINST             ABSTAIN
                                                       ------------------   ------------------   --------------------
<S>                                                            <C>                     <C>                   <C>

Election of Harvey Polly
as Director                                                    10,873,892              104,774                    0
Election of Morton I. Kalb
as Director                                                    10,877,722              100,945                    0
Election of Willis G. Ryckman, III
as Director                                                    10,877,872              100,840                    0
Election of Leo Yarfitz
as Director                                                    10,874,942              103,725                    0
To amend the Certificate
of Incorporation                                                8,475,286               63,572               60,708
To amend the By-Laws                                            8,473,372               62,051               64,143
To approve the sale
of the Company's 50%
Interest in Metro Franchising Commissary LLC to
Harvey Polly                                                    8,457,084               79,943               66,539
</TABLE>

ITEM 5.  OTHER INFORMATION

On September 27, 2000, in connection with the completion of the acquisition by
Arrowhead Holdings Corp. of 5,870,563 shares of the Company's common stock from
Harvey Polly, the President and Chief Executive Officer of the Company, and
Sheltering Palms Foundations, a not-for-profit charitable entity controlled by
Mr. Polly and his wife, Mr. Leo Yarfitz and Mr. Willis G. Ryckman, III resigned
as directors of the Company and Mr. James Benenson and Mr. James Lash, nominees
of Arrowhead Holdings Corp., were appointed directors to fill the vacancies left
by the resignation of Mr. Yarfitz and Mr. Ryckman.


                                                                              14

<PAGE>



                                     PART II



ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS

3.3      Amendments to Certificate of Incorporation (1)
3.4      Amended and Restated By-laws (1)
27.1     Financial Data Schedule

         (1) Incorporated by reference to the Company's Proxy Statement on
         Schedule 14A filed on August 9, 2000.

(b)  REPORTS ON FORM 8-K

On September 27, 2000, the Company filed Form 8-K announcing the sale of
5,370,563 shares of common stock from Mr. Harvey Polly to Arrowhead. An
additional 500,000 shares were sold to Arrowhead by Sheltering Palms Foundation.
The Company also sold its 50% interest in Metro Franchising Commissary, LLC to
Mr. Polly for $1,000.000.

                                                                              15

<PAGE>



                                   SIGNATURES



           PURSUANT to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned there-unto duly authorized.





B.H.I.T., INC.








By:   /s/ Harvey Polly                                 Date: November 14, 2000
      Harvey Polly, Director, President
      and Chief Executive Officer








By:   /s/ Morton I.  Kalb                              Date: November 14, 2000
      Morton I.  Kalb, Director, Vice President
      and Chief Financial Officer




                                                                              16