##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 September 30, 2002                                      

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 November 5, 2002: 14,988,051

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





---

TABLE OF CONTENTS



|                                         |                                                                                                |                                    |  |  |  |  |  | 
|---------------------------------------- | ---------------------------------------------------------------------------------------------- | ---------------------------------- |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION          
|                                         |                                                                                                | Balance Sheets                    
|                                         | ITEM 1. FINANCIAL STATEMENTS                                                                  
|                                         |                                                                                                | Statements of Operations          
|                                         |                                                                                                | Statements 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                              
|CERTIFICATION OF CHIEF EXECUTIVE OFFICER
|CEO & CFO SECTION 906 CERT              



---



##### Table of Contents



B.H.I.T. INC.

QUARTERLY REPORT ON FORM 10-QSB
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002

TABLE OF CONTENTS

|                                                                    |      |      
|------------------------------------------------------------------- | ---- | -----
|INDEX                                                               | PAGE
|                                                                    |      |      
|PART I FINANCIAL INFORMATION                                       
|                                                                   
|ITEM 1. Financial Statements                                        |      |      
|                                                                    |      |      
|Balance Sheets as of September 30, 2002 (unaudited)                 |      |      
|and December 31, 2001                                               |      | 3    
|                                                                    |      |      
|Statements of Operations for the                                    |      |      
|three months ended September 30, 2002 and 2001 (unaudited)          |      | 4    
|                                                                    |      |      
|Statements of Operations for the                                    |      |      
|nine months ended September 30, 2002 and 2001 (unaudited)           |      | 5    
|                                                                    |      |      
|Statement of Stockholders Equity for the                           |      |      
|nine months ended September 30, 2002 (unaudited)                    |      | 6    
|                                                                    |      |      
|Statements of Cash Flows for the                                    |      |      
|nine months ended September 30, 2002 and 2001 (unaudited)           |      | 7    
|                                                                    |      |      
|Notes to Financial Statements (unaudited)                           |      | 8    
|                                                                    |      |      
|ITEM 2. Managements Discussion and Analysis of Financial Condition |      |      
|and Results of Operations                                           |      | 9-10 
|                                                                    |      |      
|PART II OTHER INFORMATION                                           |      |      
|ITEM 1. Legal Proceedings                                           |      | 11   
|                                                                    |      |      
|ITEM 6. Exhibits and Reports on Form 8-K                            |      | 11   
|                                                                    |      |      
|SIGNATURES                                                          |      | 12   
|                                                                    |      |      
|CERTIFICATIONS                                                      |      | 13-14

2



---



##### Table of Contents



B.H.I.T. INC.




PART I  FINANCIAL INFORMATION




Balance Sheets




ITEM 1. FINANCIAL STATEMENTS

|                                           |                                                                                                                   |   |                    |             |               |   |           |             |  
|------------------------------------------ | ----------------------------------------------------------------------------------------------------------------- | - | ------------------ | ----------- | ------------- | - | --------- | ----------- | -
|                                           |                                                                                                                   |   | September 30, 2002 |             | Dec. 31, 2001
|                                           |                                                                                                                   |   |                    |             |              
|                                           |                                                                                                                   |   | (Unaudited)        |             |               |   |          
|ASSETS                                     |                                                                                                                   |   |                    |             |               |   |           |            
|                                           | Cash and cash equivalents                                                                                         |   | $                  | 1,436,766   |               |   | $         | 1,471,139   |  
|                                           | Interest receivable on cash and cash equivalents                                                                  |   |                    | 2,306       |               |   |           | 2,935       |  
|                                           | Mortgage loan receivable                                                                                          |   |                    | 275,000     |               |   |           | 275,000     |  
|                                           | Interest receivable on mortgage loan                                                                              |   |                    | 2,750       |               |   |           | 5,500       |  
|                                           | Miscellaneous receivable                                                                                          |   |                    |            |               |   |           | 55          |  
|                                           | Prepaid insurance                                                                                                 |   |                    | 12,000      |               |   |           |            |  
|                                           |                                                                                                                   |   |                    |             |               |   |           |            
|Total Assets                               |                                                                                                                   | $ | 1,728,822          |             |               | $ | 1,754,629 |            
|                                           |                                                                                                                   |   |                    |             |               |   |           |            
|LIABILITIES AND STOCKHOLDERS EQUITY       |                                                                                                                   |   |                    |             |               |   |           |            
|                                           | Accounts payable and other accrued expenses                                                                       |   | $                  | 32,481      |               |   | $         | 37,599      |  
|Stockholders Equity                       |                                                                                                                   |   |                    |             |               |   |           |            
|                                           | Shares of Common Stock, $0.01 par value,
20,000,000 shares authorized, 15,020,808 shares
issued for 2002 and 2001 |   |                    | 88,060,847  |               |   |           | 88,060,847  |  
|                                           | Accumulated deficit                                                                                               |   |                    | (86,356,317 | )             |   |           | (86,335,628 | )
|                                           | Treasury stock, at cost, for 32,757 shares
of Common Stock                                                        |   |                    | (8,189      | )             |   |           | (8,189      | )
|                                           |                                                                                                                   |   |                    |             |               |   |           |            
|Total Stockholders Equity                 |                                                                                                                   |   | 1,696,341          |             |               |   | 1,717,030 |            
|                                           |                                                                                                                   |   |                    |             |               |   |           |            
|Total Liabilities and Stockholders Equity |                                                                                                                   | $ | 1,728,822          |             |               | $ | 1,754,629 |            
|                                           |                                                                                                                   |   |                    |             |               |   |           |            

See accompanying notes to the
Financial Statements.

3



---



##### Table of Contents



B.H.I.T. INC.




Statements of
OperationsFor the Three Months Ended September 30, 2002 and 2001
(Unaudited)

|                                                                                                                                            |                                              |               |   |        |        |      |        |        |         |  
|------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ------------- | - | ------ | ------ | ---- | ------ | ------ | ------- | -
|                                                                                                                                            |                                              |               |   | 2002   |        | 2001
|                                                                                                                                            |                                              |               |   |        |        |     
|REVENUE                                                                                                                                     |                                              |               |   |        |        |      |        |       
|                                                                                                                                            | Interest earned on cash and cash equivalents |               | $ | 7,163  |        |      | $      | 11,384 |        
|                                                                                                                                            | Interest earned on mortgage receivable       |               |   | 8,250  |        |      |        | 8,250  |        
|                                                                                                                                            |                                              |               |   |        |        |      |        |       
|                                                                                                                                            |                                              | Total revenue |   |        | 15,413 |      |        |        | 19,634  |  
|                                                                                                                                            |                                              |               |   |        |        |      |        |       
|EXPENSES                                                                                                                                    |                                              |               |   |        |        |      |        |       
|                                                                                                                                            | General and administrative                   |               |   | 22,337 |        |      |        | 58,028 |        
|                                                                                                                                            |                                              |               |   |        |        |      |        |       
|                                                                                                                                            |                                              | Net loss      |   | $      | (6,924 | )    |        | $      | (38,394 | )
|                                                                                                                                            |                                              |               |   |        |        |      |        |       
|Basic and diluted net loss per share of Common
Stock (based on weighted average number of
shares outstanding of 14,988,051 in 2002 and 2001 |                                              | $             |  |        |        | $    | (0.003 | )     
|                                                                                                                                            |                                              |               |   |        |        |      |        |       

See accompanying notes to the
Financial Statements.

4



---



##### Table of Contents



B.H.I.T. INC.

Statements of Operations
For the Nine Months Ended September 30, 2002 and 2001
(Unaudited)

|                                                                                                                                            |                                              |               |        |        |         |      |        |         |         |  
|------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------- | ------------- | ------ | ------ | ------- | ---- | ------ | ------- | ------- | -
|                                                                                                                                            |                                              |               |        | 2002   |         | 2001
|                                                                                                                                            |                                              |               |        |        |         |     
|REVENUE                                                                                                                                     |                                              |               |        |        |         |      |        |        
|                                                                                                                                            | Interest earned on cash and cash equivalents |               | $      | 22,393 |         |      | $      | 47,498  |        
|                                                                                                                                            | Interest earned on mortgage receivable       |               |        | 24,750 |         |      |        | 24,750  |        
|                                                                                                                                            |                                              |               |        |        |         |      |        |        
|                                                                                                                                            |                                              | Total revenue |        |        | 47,143  |      |        |         | 72,248  |  
|                                                                                                                                            |                                              |               |        |        |         |      |        |        
|EXPENSES                                                                                                                                    |                                              |               |        |        |         |      |        |        
|                                                                                                                                            | General and administrative                   |               |        | 67,832 |         |      |        | 156,229 |        
|                                                                                                                                            |                                              |               |        |        |         |      |        |        
|                                                                                                                                            |                                              | Net loss      |        | $      | (20,689 | )    |        | $       | (83,981 | )
|                                                                                                                                            |                                              |               |        |        |         |      |        |        
|Basic and diluted net loss per share of Common
Stock (based on weighted average number of
shares outstanding of 14,988,051 in 2002 and 2001 |                                              | $             | (0.001 | )      |         | $    | (0.006 | )      
|                                                                                                                                            |                                              |               |        |        |         |      |        |        

See accompanying notes to the
Financial Statements.

5



---



##### Table of Contents



B.H.I.T. INC.




Statements of Stockholders EquityFor the Nine Months Ended September 30, 2002
(Unaudited)

|                                                  |  |              |            |        |  |         |            |                |  |        |             |       |  |  |        |  |  |   |        |   |  |   |           |  
|------------------------------------------------- |  | ------------ | ---------- | ------ |  | ------- | ---------- | -------------- |  | ------ | ----------- | ----- |  |  | ------ |  |  | - | ------ | - |  | - | --------- | -
|                                                  |  | Common Stock |            |        |  |         |            |                |  |        |             |       |  |  |        |  |  |  
|                                                  |  |              |            |        |  |         |            | Treasury Stock |  |        |             |      
|                                                  |  | Shares       |            |        |  |         |            | Accumulated    |  |        |             |       |  | 
|                                                  |  | Issued       |            | Amount |  | Deficit |            | Shares         |  | Amount |             | Total
|                                                  |  |              |            |        |  |         |            |                |  |        |             |      
|Stockholders equity (deficit)
December 31, 2001  |  |              | 15,020,808 |        |  | $       | 88,060,847 |                |  | $      | (86,335,628 | )     |  |  | 32,757 |  |  | $ | (8,189 | ) |  | $ | 1,717,030 |  
|Net loss                                          |  |              |           |        |  |         |           |                |  |        | (20,689     | )     |  |  |       |  |  |   |       |   |  |   | (20,689   | )
|                                                  |  |              |            |        |  |         |            |                |  |        |             |       |  |  |        |  |  |   |        |   |  |   |           |  
|Stockholders equity (deficit)
September 30, 2002 |  |              | 15,020,808 |        |  | $       | 88,060,847 |                |  | $      | (86,356,317 | )     |  |  | 32,757 |  |  | $ | (8,189 | ) |  | $ | 1,696,341 |  
|                                                  |  |              |            |        |  |         |            |                |  |        |             |       |  |  |        |  |  |   |        |   |  |   |           |  

See accompanying notes to the
Financial Statements.

6



---



##### Table of Contents



B.H.I.T. INC.




Statements of Cash FlowsFor the Nine Months Ended September 30, 2002 and 2001
(Unaudited)

|                                                 |                                                                                   |                                       |                                        |   |         |         |           |   |         |        |  
|------------------------------------------------ | --------------------------------------------------------------------------------- | ------------------------------------- | -------------------------------------- | - | ------- | ------- | --------- | - | ------- | ------ | -
|                                                 |                                                                                   |                                       |                                        |   | 2002    |         | 2001     
|                                                 |                                                                                   |                                       |                                        |   |         |         |          
|Operating
Activities:                            |                                                                                   |                                       |                                        |   |         |         |           |  
|                                                 |                                                                                   | Net Loss                              |                                        | $ | (20,689 | )       |           | $ | (83,981 | )     
|                                                 | Adjustments to reconcile net loss to net cash flows
used in operating activities: |                                       |                                        |   |         |         |           |   |        
|                                                 |                                                                                   | Net change in:                        |                                        |   |         |         |           |   |         |       
|                                                 |                                                                                   |                                       | Interest and miscellaneous receivables |   |         | 3,434   |           |   |         |       |  
|                                                 |                                                                                   |                                       | Prepaid insurance                      |   |         | (12,000 | )         |   |         | 12,532 |  
|                                                 |                                                                                   |                                       | Accounts payable and accrued expenses  |   |         | (5,118  | )         |   |         | (9,354 | )
|                                                 |                                                                                   |                                       |                                        |   |         |         |           |  
|                                                 |                                                                                   | Net cash used in operating activities |                                        |   | (34,373 | )       |           |   | (80,803 | )     
|Cash and cash equivalents at beginning of period |                                                                                   |                                       | 1,471,139                              |   |         |         | 1,552,507 |  
|                                                 |                                                                                   |                                       |                                        |   |         |         |           |  
|Cash and cash equivalents at end of period       |                                                                                   | $                                     | 1,436,766                              |   |         | $       | 1,471,704 |  
|                                                 |                                                                                   |                                       |                                        |   |         |         |           |  

See accompanying notes to the
Financial Statements.

7



---



##### 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 September 30, 2002 and December 31,
2001; and the results of operations for the three months and nine months ended
September 30, 2002 and September 30, 2001; and the cash flows for the nine
months ended September 30, 2002 and 2001.

The financial information included herein for the three months and nine
months ended September 30, 2002 and September 30, 2001 is unaudited.

Effective June 14, 2001, the Company dissolved its two wholly-owned
subsidiaries both of which were inactive during the entire year of 2001.
Accordingly the accompanying financial statements presented are no longer
labeled as consolidated.

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, 2001.

The results of operations for the interim period presented are not
necessarily indicative of the results to be expected for the full year.

NOTE 2. MORTGAGE LOANS RECEIVABLES

As of September 30, 2002, the Company holds a note totaling $275,000 secured
by a mortgage on commercial property in Dallas, Texas. The mortgage yields
12% per annum and requires monthly interest payments. The current maturity
date for this loan is April 1, 2003. As of September 30, 2002, the carrying
value of the mortgage loan approximated its fair value.

8



---



##### 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 and subsequently reorganized as a
Delaware corporation on March 13, 1987. The Company changed its name in 1998
from Banyan Hotel Investment Fund to B.H.I.T. Inc.

BUSINESS OPERATIONS AND HISTORY

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

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.

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 $86,356,317 at September 30,
2002.

In July 1999, Harvey Polly (Polly), the major shareholder and then Chairman
of the Board of Directors, entered into an agreement to sell his stock in the
Company to Vesper Corporation or its nominee. In September 2000 the stock
sale was completed, whereby Polly sold 5,370,563 shares constituting his
entire holdings, and at the same time, a charitable entity controlled by
Polly and his wife sold 500,000 shares of the Company to Arrowhead Holdings
Corporation (Arrowhead), the nominee of Vesper Corporation. Upon closing
of this transaction, Arrowhead held 39% of the outstanding shares of the
Company. Effective October 1, 2001, Polly resigned from the Board of
Directors and as an officer of the Company.

9



---



##### Table of Contents



B.H.I.T. INC.

RESULTS OF OPERATIONS

Total revenue for the three and nine months ended September 30, 2002 was $15,413 and $47,143, respectively, compared to $19,634 and $72,248 during the same periods in 2001.  The respective decreases of $4,221 and $25,105 in 2002 are primarily due to reduced interest earned resulting from lower interest rates on cash investments.

Total expenses for the three and nine months ended September 30, 2002 were $22,337 and $67,832, respectively, compared to $58,028 and $156,229 during the same periods in 2001. Expenses decreased during the three and nine months ended September 30, 2002 by $35,691 and $88,397, respectively, primarily as the result of savings associated with the relocation of the Company's principal office to a facility shared with Arrowhead in Brecksville, Ohio.  Prior to September 30, 2001, the Company operated an office in New York City.  Accordingly, for the three and nine months ended September 30, 2002, there were reductions in salary
and salary-related expenses of $22,123 and $66,101, respectively, as compared to 2001, due to the elimination of two full-time employees.  Similarly, for the three and nine months ended September 30, 2002, there were reductions in rent and utilities expenses of $4,953 and $15,922, respectively, as compared to 2001, due to savings realized in the allocation of expenses in a shared facility versus the cost of a separate office. In addition, during the three and nine months ended September 30, 2002, as compared to 2001, there were reductions in other miscellaneous expenses of $8,615 and $6,374, respectively, primarily as the result of reduced legal and outside audit fees.

The net loss for the three months ended September 30, 2002 was $6,924 ($0.000
per share) compared to a net loss of $38,394 ($0.003 per share) for the same
period in 2001. The net loss for the nine months ended September 30, 2002 was
$20,689 ($0.001 per share) compared to a net loss of $83,981 ($0.006 per
share) for the same period in 2001.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents consist of cash and short-term investments. The
Companys cash and cash equivalents balance at September 30, 2002 and
December 31, 2001 was $1,436,766 and $1,471,139, respectively. Cash and cash
equivalents decreased in the first nine months of 2002 by $34,373 as the
result of the net loss of $20,689, a decrease in various liabilities totaling
$5,118, an increase in prepaid insurance of $12,000, offset by a cash
increase resulting from a decrease in interest receivables and other assets
of $3,434.

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.

During 1997, the Company invested $1,000,000 in a mortgage. This mortgage
yields 12% per annum and requires monthly interest payments. Principal
payments made in April 1998 and June 2000 were $700,000 and $25,000,
respectively. As of September 30, 2002 the outstanding mortgage balance was
$275,000. The maturity date has been extended by mutual consent on several
occasions. The current maturity date is April 1, 2003.

10



---



##### 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                                                                                                                             

11



---



##### 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. Curci                                                                          |  | Date: November 5, 2002
|                                                                                               |  |                       
|John V. Curci
Vice-President, Treasurer & Chief Financial Officer
Principal Accounting Officer |  |                       

12



---



##### 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 indicted 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: November 5, 2002 |  | By: |  | /s/ James Benenson, Jr.                                                                    
|                       |  |     |  |                                                                                            
|                       |  |     |  | James Benenson, Jr.
Chairman of the Board of Director
President and Chief Executive Officer

13



---



##### 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;                                                                                                                                            

6.     The registrants other certifying officer and I have indicted 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: November 5, 2002 |  | By: |  | /s/ John V. Curci                                                                             
|                       |  |     |  |                                                                                               
|                       |  |     |  | John V. Curci
Vice-President, Treasurer & Chief Financial Officer
Principal Accounting Officer

14