##### Table of Contents



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

FORM 10-QSB

|    |  |                                                                                         
|--- |  | ----------------------------------------------------------------------------------------
|(X) |  | QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2003

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.
(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                                     |  | 
|                                                   |  | 
|Registrants telephone number, including area code |  | 

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 May 5, 2003: 14,988,051

Transitional Small Business Disclosure Format Yes (  )    No (X).





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TABLE OF CONTENTS



|                               |                                                                                                |                                   |  |  |  |  |  | 
|------------------------------ | ---------------------------------------------------------------------------------------------- | --------------------------------- |  |  |  |  |  | 
|Part I  FINANCIAL INFORMATION
|                               | ITEM 1. Financial Statements                                                                  
|                               |                                                                                                | Balance Sheets                   
|                               |                                                                                                | Statements of Operations         
|                               |                                                                                                | Statement of Stockholders Equity
|                               |                                                                                                | Statements of Cash Flows         
|                               |                                                                                                | NOTES TO FINANCIAL STATEMENTS    
|                               | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
|PART II  OTHER INFORMATION   
|                               | ITEM 1. LEGAL PROCEEDINGS                                                                     
|                               | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                      
|SIGNATURES                    
|CERTIFICATIONS                
|EX-99 Certifications          



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##### Table of Contents



B.H.I.T. INC.

QUARTERLY REPORT ON FORM 10-QSB
FOR THE THREE MONTHS ENDED MARCH 31, 2003

TABLE OF CONTENTS

|                                                                                              |  |      |       | 
|--------------------------------------------------------------------------------------------- |  | ---- | ----- | 
|INDEX                                                                                         |  | PAGE
|                                                                                              |  |     
|PART I FINANCIAL INFORMATION                                                                  |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|ITEM 1. Financial Statements                                                                  |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Balance Sheets as of March 31, 2003 (unaudited)
and December 31, 2002                         |  |      | 3     | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Statements of Operations for the
three months ended March 31, 2003 and 2002 (unaudited)       |  |      | 4     | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Statement of Stockholders Equity for the
three months ended March 31, 2003 (unaudited)       |  |      | 5     | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Statements of Cash Flows for the
three months ended March 31, 2003 and 2002 (unaudited)       |  |      | 6     | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|Notes to Financial Statements (unaudited)                                                     |  |      | 7     | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|ITEM 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations |  |      | 8-9   | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|PART II OTHER INFORMATION                                                                     |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|ITEM 1. Legal Proceedings                                                                     |  |      | 10    | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|ITEM 6. Exhibits and Reports on Form 8-K                                                      |  |      | 10    | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|SIGNATURES                                                                                    |  |      | 11    | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                              |  |      |       | 
|                                                                                             
|                                                                                             
|                                                                                             
|                                                                                             
|CERTIFICATIONS                                                                                |  |      | 12-13 | 



2



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##### Table of Contents



B.H.I.T. INC.




Part I  FINANCIAL INFORMATION







Balance Sheets

ASSETS

|                     |                           |   |           |                |  |                   |           |           |  | 
|-------------------- | ------------------------- | - | --------- | -------------- |  | ----------------- | --------- | --------- |  | 
|                     |                           |   |           | March 31, 2003 |  | December 31, 2002
|                     |                           |   |           |                |  |                  
|                     |                           |   |           | (Unaudited)    |  |                   |           |          
|CURRENT
ASSETS       |                           |   |           |                |  |                   |           |          
|                    
|                    
|                    
|                    
|                     | Cash and cash equivalents |   | $         | 1,695,700      |  |                   | $         | 1,712,815 | 
|                    
|                    
|                    
|                    
|                     | Interest receivable       |   |           | 1,777          |  |                   |           | 2,142     | 
|                    
|                    
|                    
|                    
|                     | Prepaid insurance         |   |           | 6,000          |  |                   |           | 9,000     | 
|                     |                           |   |           |                |  |                   |           |          
|Total Current Assets |                           | $ | 1,703,477 |                |  | $                 | 1,723,957 |          
|                     |                           |   |           |                |  |                   |           |          
|                     |                          

LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)

|                                           |                                                                                                                   |   |           |             |   |   |           |             |   | 
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------------- | - | --------- | ----------- | - | - | --------- | ----------- | - | 
|                                          
|                                          
|                                          
|                                          
|CURRENT LIABILITIES                        |                                                                                                                   |   |           |             |   |   |           |            
|                                          
|                                          
|                                          
|                                          
|                                           | Accounts payable and other accrued expenses                                                                       |   | $         | 42,998      |   |   | $         | 37,003      |  
|                                          
|                                          
|                                          
|                                          
|STOCKHOLDERS EQUITY (DEFICIT)             |                                                                                                                   |   |           |             |   |   |           |            
|                                          
|                                          
|                                          
|                                          
|                                           | Shares of Common Stock, $0.01 par value,
20,000,000 shares authorized, 15,020,808 shares
issued for 2003 and 2002 |   |           | 88,060,847  |   |   |           | 88,060,847  |  
|                                          
|                                          
|                                          
|                                          
|                                           | Accumulated deficit                                                                                               |   |           | (86,392,179 | ) |   |           | (86,365,704 | )
|                                          
|                                          
|                                          
|                                          
|                                           | Treasury stock, at cost, for 32,757 shares
of Common Stock                                                        |   |           | (8,189      | ) |   |           | (8,189      | )
|                                           |                                                                                                                   |   |           |             |   |   |           |            
|Total Stockholders Equity                 |                                                                                                                   |   | 1,660,479 |             |   |   | 1,686,954 |            
|                                           |                                                                                                                   |   |           |             |   |   |           |            
|Total Liabilities and Stockholders Equity |                                                                                                                   | $ | 1,703,477 |             |   | $ | 1,723,957 |            
|                                           |                                                                                                                   |   |           |             |   |   |           |            

See accompanying notes to the
Financial Statements.

3



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##### Table of Contents



B.H.I.T. INC.




Statements of OperationsFor the Three Months Ended March 31, 2003 and 2002(Unaudited)

|                                                                                                                                             |                                              |               |        |        |         |      |        |        |        |  
|-------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ------------- | ------ | ------ | ------- | ---- | ------ | ------ | ------ | -
|                                                                                                                                             |                                              |               |        | 2003   |         | 2002
|                                                                                                                                             |                                              |               |        |        |         |     
|REVENUE                                                                                                                                      |                                              |               |        |        |         |      |        |       
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Interest earned on cash and cash equivalents |               | $      | 5,652  |         |      | $      | 7,931  |       
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | Interest earned on mortgage receivable       |               |        |       |         |      |        | 8,250  |       
|                                                                                                                                             |                                              |               |        |        |         |      |        |       
|                                                                                                                                             |                                              | Total revenue |        |        | 5,652   |      |        |        | 16,181 |  
|                                                                                                                                             |                                              |               |        |        |         |      |        |       
|EXPENSES                                                                                                                                     |                                              |               |        |        |         |      |        |       
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                            
|                                                                                                                                             | General and administrative                   |               |        | 32,127 |         |      |        | 19,320 |       
|                                                                                                                                             |                                              |               |        |        |         |      |        |       
|                                                                                                                                             |                                              | NET LOSS      |        | $      | (26,475 | )    |        | $      | (3,139 | )
|                                                                                                                                             |                                              |               |        |        |         |      |        |       
|Basic and diluted net loss per share of Common
Stock (based on weighted average number of
shares outstanding of 14,988,051 in 2003 and 2002) |                                              | $             | (0.002 | )      |         | $    | (0.000 | )     
|                                                                                                                                             |                                              |               |        |        |         |      |        |       

See accompanying notes to the
Financial Statements.

4



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##### Table of Contents



B.H.I.T. INC.




Statement of Stockholders
EquityFor the Three Months Ended March 31, 2003
(Unaudited)

|                                                   |  |              |            |        |  |         |            |                |  |        |             |       |  |  |        |  |  |   |        |   |  |   |           |  
|-------------------------------------------------- |  | ------------ | ---------- | ------ |  | ------- | ---------- | -------------- |  | ------ | ----------- | ----- |  |  | ------ |  |  | - | ------ | - |  | - | --------- | -
|                                                   |  | Common Stock |            |        |  |         |            |                |  |        |             |       |  |  |        |  |  |  
|                                                   |  |              |            |        |  |         |            | Treasury Stock |  |        |             |      
|                                                   |  | Shares       |            |        |  |         |            | Accumulated    |  |        |             |       |  | 
|                                                   |  | Issued       |            | Amount |  | Deficit |            | Shares         |  | Amount |             | Total
|                                                   |  |              |            |        |  |         |            |                |  |        |             |      
|Stockholders equity (deficit)
December 31, 2002   |  |              | 15,020,808 |        |  | $       | 88,060,847 |                |  | $      | (86,365,704 | )     |  |  | 32,757 |  |  | $ | (8,189 | ) |  | $ | 1,686,954 |  
|                                                  
|                                                  
|                                                  
|                                                  
|Net loss for the three months ended
March 31, 2003 |  |              |           |        |  |         |           |                |  |        | (26,475     | )     |  |  |       |  |  |   |       |   |  |   | (26,475   | )
|                                                   |  |              |            |        |  |         |            |                |  |        |             |       |  |  |        |  |  |   |        |   |  |   |           |  
|Stockholders equity (deficit)
March 31, 2003      |  |              | 15,020,808 |        |  | $       | 88,060,847 |                |  | $      | (86,392,179 | )     |  |  | 32,757 |  |  | $ | (8,189 | ) |  | $ | 1,660,479 |  
|                                                   |  |              |            |        |  |         |            |                |  |        |             |       |  |  |        |  |  |   |        |   |  |   |           |  

See accompanying notes to the
Financial Statements.

5



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B.H.I.T. INC.




Statements of Cash FlowsFor the Three Months Ended March 31, 2003 and 2002
(Unaudited)

|                                                 |                                                                             |          |                                            |                                       |         |         |           |      |        |         |         |  
|------------------------------------------------ | --------------------------------------------------------------------------- | -------- | ------------------------------------------ | ------------------------------------- | ------- | ------- | --------- | ---- | ------ | ------- | ------- | -
|                                                 |                                                                             |          |                                            |                                       |         | 2003    |           | 2002
|                                                 |                                                                             |          |                                            |                                       |         |         |           |     
|Operating
Activities:                            |                                                                             |          |                                            |                                       |         |         |           |     
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             | Net Loss |                                            | $                                     | (26,475 | )       |           | $    | (3,139 | )      
|                                                
|                                                
|                                                
|                                                
|                                                 | Adjustments to reconcile net loss to net cash used in operating activities: |          |                                            |                                       |         |         |           |      |       
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             |          | Changes in certain assets and liabilities: |                                       |         |         |           |      |        |         |        
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             |          |                                            | Interest receivable                   |         |         | 365       |      |        |         | 3,141   |  
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             |          |                                            | Prepaid insurance                     |         |         | 3,000     |      |        |         | (18,000 | )
|                                                
|                                                
|                                                
|                                                
|                                                 |                                                                             |          |                                            | Accounts payable and accrued expenses |         |         | 5,995     |      |        |         | (5,438  | )
|                                                 |                                                                             |          |                                            |                                       |         |         |           |     
|                                                 |                                                                             |          | Net cash used in operating activities      |                                       |         | (17,115 | )         |      |        | (23,436 | )      
|                                                
|                                                
|                                                
|                                                
|Cash and cash equivalents at beginning of period |                                                                             |          | 1,712,815                                  |                                       |         |         | 1,471,139 |     
|                                                 |                                                                             |          |                                            |                                       |         |         |           |     
|Cash and cash equivalents at end of period       |                                                                             | $        | 1,695,700                                  |                                       |         | $       | 1,447,703 |     
|                                                 |                                                                             |          |                                            |                                       |         |         |           |     

See accompanying notes to the
Financial Statements.

6



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##### Table of Contents



B.H.I.T. INC.




NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

B.H.I.T. Inc. (the Company) was organized under the laws of the State of
Massachusetts pursuant to a Declaration of Trust filed March 19, 1985 for the
purpose of investing in mortgage loans. The Company was subsequently
reorganized as a Delaware corporation on March 13, 1987.

The accompanying financial statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of management, these financial statements give
effect to all normal recurring adjustments necessary to present fairly the
financial position of the Company as of March 31, 2003 and December 31, 2002,
and the results of its operations and cash flows for the three months ended
March 31, 2003 and 2002.

The financial information included herein for the three months ended March
31, 2003 and March 31, 2002 is unaudited.

Although the Company believes that the disclosures included herein are
adequate to make the information not misleading, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted.
Accordingly, the accompanying financial statements should be read in
conjunction with the Companys latest annual report on Form 10-KSB for the
year ended December 31, 2002.

The results of operations for the three months ended March 31, 2003 presented
are not necessarily indicative of the results to be expected for the full
2003 year.

NOTE 2. MORTGAGE LOANS

During 1997, the Company invested $1,000,000 in a loan secured by a
mortgage on a related commercial property located in Dallas, Texas. Principal payments
were made in April 1998 and June 2000, totaling $725,000. On March 31, 2002,
the principal balance due was $275,000, with a due date of April 1, 2003,
with a yield of 12% per annum and requiring monthly interest payments. On
December 18, 2002, the Company received repayment of the outstanding
principal balance of $275,000 plus accrued interest.

7



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##### Table of Contents



B.H.I.T. INC.




ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
                AND RESULTS OF OPERATIONS

GENERAL

B.H.I.T. Inc. (the Company) was originally organized as a Massachusetts
business trust pursuant to a Declaration of Trust filed March 19, 1985 under
the name VMS Hotel Investment Trust, for the purpose of investing in mortgage
loans. The Company was subsequently reorganized as a Delaware corporation on
March 13, 1987. The Company changed its name from Banyan Hotel Investment
Fund to B.H.I.T. Inc. in 1998.

BUSINESS OPERATIONS AND HISTORY

The Companys current operations relate primarily to servicing its cash
investment portfolio and seeking profitable investments including mortgage
loans for its available funds.

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

The Company was originally established to invest in mortgage loans
principally to entities affiliated with VMS Realty Partners. These loans were
collateralized by hotel and resort properties.

As the result of a public offering that concluded January 13, 1986, the
Company received gross proceeds of $98,482,751. During the years 1989
through 1992 the Company experienced severe losses due primarily to a decline
in real estate property values and the resulting default on mortgage loans
held by the Company. The Company has recorded losses every year since 1989
resulting in the accumulated deficit totaling $86,392,179 on March 31, 2003.

In September 2000, Arrowhead Holdings Corporation (Arrowhead) purchased
5,870,563 shares of the Company stock, or 39.2% of the outstanding shares.
Subsequent purchases of the Companys shares have resulted in Arrowhead
owning a total of 6,243,563 shares, or 41.7% of the outstanding shares on
March 31, 2003.

8



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##### Table of Contents



B.H.I.T. INC.

RESULTS OF OPERATIONS

Total revenue for the three months ended March 31, 2003 and 2002 was $5,652 and
$16,181, respectively. The decrease of $10,529 is due to reduced interest
earned resulting from lower interest rates. The lower interest rate resulted
primarily from the repayment of a high yield mortgage note, referred to in Note
2.

Total expenses for the three months ended March 31, 2003 and 2002 were
$32,127 and $19,320, respectively. The increase of $12,807 is due primarily
to increases in various taxes, insurance, and professional service fees, such
as outside audit fees and stock transfer agency fees.

The net loss for the three months ended March 31, 2003 was $26,475 ($0.002
per share) compared to a net loss of $3,139 ($0.000 per share) for the same
period in 2002. The increase in net loss resulted from decreased revenues
and increased expenses for the three months ended March 31, 2003.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents consist of cash and short-term investments. The
Companys cash and cash equivalents balance at March 31, 2003 and December
31, 2002 was $1,695,700 and $1,712,815, respectively. Cash and cash
equivalents decreased in the first three months of 2003 by $17,115 as the
result of the net loss of $26,475, offset by decreases in receivables of
$365 and prepaid insurance of $3,000, and an increase in various liabilities
totaling $5,995.

As of March 31, 2003 and December 31, 2002, the Company holds no mortgage
notes.

At this time, there are no material commitments for capital expenditures. The
Companys cash is sufficient to meet its needs for anticipated operating
expenses. The Company deems its liquidity to be adequate.

9



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##### Table of Contents



B.H.I.T. INC.




PART II  OTHER INFORMATION




ITEM 1. LEGAL PROCEEDINGS

The Registrant is not aware of any material legal proceedings to which the
Company is a party or to which any of its property is subject.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS



| |                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------
| | EXHIBIT 99 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)  REPORTS ON FORM 8-K



| |     
| | ----
| | NONE

10



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##### Table of Contents






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 thereunto duly authorized.

B.H.I.T. Inc.

|                                                                                                                      |  |                  
|--------------------------------------------------------------------------------------------------------------------- |  | -----------------
|By: /s/ John V. CurciJohn V. Curci 
 Vice-President, Treasurer & Chief
Financial Officer
Principal Accounting Officer |  | Date: May 6, 2003

11



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##### Table of Contents






CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, James Benenson, Jr., the Chief Executive Officer of B.H.I.T. Inc.,
certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of B.H.I.T. Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant is made known to us by others
within those entities, particularly during the period in which this quarterly
report is being prepared;
|
| | b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and                                                        
|
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;                                                                              

5.     The registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
|
| | b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and                                                                                                                                        

6.     The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                  |  |                                                                                                                       
|----------------- |  | ----------------------------------------------------------------------------------------------------------------------
|Date: May 6, 2003 |  | By: /s/ James Benenson, Jr.James Benenson, Jr.
Chairman of the Board of Director
President and Chief Executive Officer

12



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##### Table of Contents



CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, John V. Curci, the Chief Financial Officer of B.H.I.T. Inc., certify
that:

1.     I have reviewed this quarterly report on Form 10-QSB of B.H.I.T. Inc.;

2.     Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;

3.     Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.     The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:



| |                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant is made known to us by others
within those entities, particularly during the period in which this quarterly
report is being prepared;
|
| | b) evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and                                                        
|
| | c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;                                                                              

5.     The registrants other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent function):



| |                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and
|
| | b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and                                                                                                                                        

6.     The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

|                  |  |                                                                                                                    
|----------------- |  | -------------------------------------------------------------------------------------------------------------------
|Date: May 6, 2003 |  | By: /s/ John V. CurciJohn V. Curci
Vice-President, Treasurer & Chief Financial Officer
Principal Accounting Officer

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