##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
  þ
    
    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2007
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act
 Commission file number: 1-9043
 B.H.I.T. Inc.
  Delaware
    
    36-3361229(State of incorporation)
    
    (I.R.S. Employer Identification No.)
 7005 Stadium Drive, Suite 100, Brecksville, Ohio 44141
 212-895-3526
 þ o
 o þ
 14,988,051 shares of common stock, $0.01 par value per share, as of May
7, 2007.
 o þ




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##### 



Table of Contents
 Part I  Financial Information
    
    
    1Item 1.
    
    Financial Statements
    
    
    1Item 2.
    
    Managements Discussion and Analysis
    
    
    1Our History
    
    
    1Forward Looking Statements
    
    
    1Results of Operations
    
    
    2Financial Condition and Liquidity
    
    
    2Off-Balance Sheet Arrangements
    
    
    3How to Learn More About BHIT
    
    
    3Item 3.
    
    Controls and Procedures
    
    
    3Part II  Other Information
    
    
    3Item 1.
    
    Legal Proceedings
    
    
    3Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    3Item 3.
    
    Defaults Upon Senior Securities
    
    
    3Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    3Item 5.
    
    Other Information
    
    
    4Item 6.
    
    Exhibits
    
    
    4Signatures
    
    
    
    
    5EX-31.1EX-31.2EX-32




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Part I  Financial Information
 
 Item 1. Financial Statements
  
 Item 2. Managements Discussion and Analysis
  
 Our History
     
 Forward Looking Statements
  1




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
    
    our ability to execute our business plan by identifying and
acquiring an operating company;
 
    
    our ability to effectively invest our existing funds and raise
additional capital to fund our operations; and
 
    
    our ability to comply with SEC regulations and filing requirements
applicable to us as a public company.
  
 Results of Operations
    
 Financial Condition and Liquidity
   2




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Off-Balance Sheet Arrangements
  
 How to Learn More About BHIT
  
 Item 3. Controls and Procedures
  
 Part II  Other Information
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  3




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Item 5. Other Information
  
 Item 6. Exhibits
 31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer Pursuant to § 302 of
the Sarbanes-Oxley Act of 200231.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer Pursuant to § 302 of
the Sarbanes-Oxley Act of 200232
    
    Rule 13a-14(b)/15d-14(b) Certification Pursuant to § 906 of the Sarbanes-Oxley Act of 2002
 4




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Signatures
  B.H.I.T. Inc.Date: May 11, 2007
    /s/ Paul S. DennisBy Paul S. Dennis, Chief Financial Officer 5




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B.H.I.T. Inc.
 Balance Sheets
As of March 31, 2007 and December 31, 2006
 March 31, 2007
    
    
    December 31, 2006(Unaudited)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    1,414,729
    
    
    $
    1,420,313Interest receivable on cash and cash equivalents
    
    
    3,804
    
    
    
    5,640Prepaid insurance
    
    
    10,240
    
    
    
    14,026Total Current Assets
    
    $
    1,428,773
    
    
    $
    1,439,979LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable and other accrued expenses
    
    $
    41,457
    
    
    $
    47,646Stockholders EquityShares of Common Stock, $0.01 par value, 20,000,000 shares
authorized,
15,020,808 shares issued at March 31, 2007 and December 31, 2006
    
    
    88,240,847
    
    
    
    88,060,847Accumulated deficit
    
    
    (86,845,342
    )
    
    
    (86,660,325
    )Treasury stock, at cost, for 32,757 shares of Common Stock
    
    
    (8,189
    )
    
    
    (8,189
    )Total Stockholders Equity
    
    
    1,387,316
    
    
    
    1,392,333Total Liabilities and Stockholders Equity
    
    $
    1,428,773
    
    
    $
    1,439,979
 See accompanying notes to the Financial Statements.
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B.H.I.T. Inc.
 Statements of Operations
For the Three Months Ended March 31, 2007 and 2006
 2007
    
    
    2006RevenueInterest earned on cash and cash equivalents
    
    $
    13,810
    
    
    $
    16,596ExpensesGeneral and Administrative
    
    
    18,827
    
    
    
    32,806Stock based compensation
    
    
    180,000
    
    
    
    Total Expenses
    
    
    198,827
    
    
    
    32,806Net Loss
    
    $
    (185,017
    )
    
    $
    (16,210
    )Basic and diluted net loss per share of Common Stock (based on
weighted
average number of shares outstanding of 14,988,051 in 2007 and 2006)
    
    $
    (0.012
    )
    
    $
    (0.001
    )
 See accompanying notes to the Financial Statements.
 F-2




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B.H.I.T. Inc.
 Statements of Cash Flows
For the Three Months Ended March 31, 2007 and 2006
 2007
    
    
    2006Operating ActivitiesNet Loss
    
    $
    (185,017
    )
    
    $
    (16,210
    )Adjustments to reconcile net loss to net cash used
in operating activities:Stock based compensation
    
    $
    180,000
    
    
    $
    Changes in assets and liabilities:Interest receivable on cash and cash equivalents
    
    $
    1,836
    
    
    
    (439
    )Prepaid insurance and miscellaneous expenses
    
    
    3,786
    
    
    
    Accounts payable and accrued expenses
    
    
    (6,189
    )
    
    
    6,712Net cash used in operating activities
    
    
    (5,584
    )
    
    
    (9,937
    )Cash and cash equivalents at beginning of period
    
    
    1,420,313
    
    
    
    1,466,353Cash and cash equivalents at end of period
    
    $
    1,414,729
    
    
    $
    1,456,416
 See accompanying notes to the Financial Statements.
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B.H.I.T. Inc.
Notes to Financial Statements
 Basis of Presentation
     Stock Based Compensation
    F-4




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Discount interest rate
    
    
    4.5
    %Expected life (years)
    
    
    3Expected volatility
    
    
    81.07
    %Dividend yield
    
    
    0
  Adoption of New Accounting Standard
  F-5