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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-QSB
  þ
    
    Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended June 30, 2007
 o
    
    Transition report under Section 13 or 15(d) of the Exchange Act
 Commission file number: 1-9043
 B.H.I.T. Inc.
 (Exact name of small business issuer as specified in its charter)
 Delaware
    
    36-3361229(State of incorporation)
    
    (I.R.S. Employer Identification No.)
 7005 Stadium Drive, Suite 100, Brecksville, Ohio 44141
 
  212-895-3526
 
  þ o
 o þ
 24,988,051 shares of common stock, $0.01 par value per share, as of
August 13, 2007.
 o þ




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Table of Contents
 Part I  Financial Information
    
    
    1Item 1. Financial Statements
    
    
    1Item 2. Managements Discussion and Analysis
    
    
    1Our History
    
    
    1Forward Looking Statements
    
    
    1Results of Operations
    
    
    2Comparison of Six Months Ended June 30, 2007 and 2006
    
    
    2Comparison of Three Months Ended June 30, 2007 and 2006
    
    
    2Financial Condition and Liquidity
    
    
    3Off-Balance Sheet Arrangements
    
    
    3How to Learn More About BHIT
    
    
    3Item 3. Controls and Procedures
    
    
    3Part II  Other Information
    
    
    3Item 1. Legal Proceedings
    
    
    3Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    3Item 3. Defaults Upon Senior Securities
    
    
    4Item 4. Submission of Matters to a Vote of Security Holders
    
    
    4Item 5. Other Information
    
    
    4Item 6. Exhibits
    
    
    4Signatures
    
    
    5EX-31.1EX-31.2EX-32




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




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
    
    our ability to execute our business plan by identifying and
acquiring an operating company;
 
    
    our ability to effectively invest our existing funds and raise
additional capital to fund our operations; and
 
    
    our ability to comply with SEC regulations and filing requirements
applicable to us as a public company.
  
 Results of Operations
 
 Comparison of Six Months Ended June 30, 2007 and 2006
    
 Comparison of Three Months Ended June 30, 2007 and 2006
   2




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Financial Condition and Liquidity
   
 Off-Balance Sheet Arrangements
  
 How to Learn More About BHIT
  
 Item 3. Controls and Procedures
  
 Part II  Other Information
 
 Item 1. Legal Proceedings
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  3




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Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer Pursuant to § 302 of
the Sarbanes-Oxley Act of 2002
 31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer Pursuant to § 302 of
the Sarbanes-Oxley Act of 2002
 32
    
    Rule 13a-14(b)/15d-14(b) Certification Pursuant to § 906 of the Sarbanes-Oxley Act of 2002
 4




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Signatures
  B.H.I.T. Inc.Date: August 14, 2007
    
    /s/ Paul S. Dennis

By Paul S. Dennis, Chief Financial Officer
 5




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B.H.I.T. Inc.
 Balance Sheets
As of June 30, 2007 and December 31, 2006
 June 30, 2007
    
    
    December 31, 2006(Unaudited)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    2,396,409
    
    
    $
    1,420,313Interest receivable on cash and cash equivalents
    
    
    1,196
    
    
    
    5,640Prepaid insurance
    
    
    5,121
    
    
    
    14,026Total Current Assets
    
    $
    2,402,726
    
    
    $
    1,439,979LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable and other accrued expenses
    
    $
    31,610
    
    
    $
    47,646Stockholders EquityShares of Common Stock, $0.01 par value,
75,000,000 shares authorized and 25,020,808 shares issued at June 30, 2007
and 20,000,000 authorized and 15,020,808 issued at December 31, 2006
    
    
    89,240,847
    
    
    
    88,060,847Accumulated deficit
    
    
    (86,861,542
    )
    
    
    (86,660,325
    )Treasury stock, at cost, for 32,757 shares of Common Stock
    
    
    (8,189
    )
    
    
    (8,189
    )Total Stockholders Equity
    
    
    2,371,116
    
    
    
    1,392,333Total Liabilities and Stockholders Equity
    
    $
    2,402,726
    
    
    $
    1,439,979
 See accompanying notes to the Financial Statements.
 F-1




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B.H.I.T. Inc.
 Statements of Operations
For the Three and Six Months Ended June 30, 2007 and 2006
 Three Months
    
    
    Six Months2007
    
    
    2006
    
    
    2007
    
    
    2006RevenueInterest earned on cash and cash equivalents
    
    $
    16,837
    
    
    $
    17,919
    
    
    $
    30,648
    
    
    $
    34,515ExpensesGeneral and Administrative
    
    
    33,037
    
    
    
    30,414
    
    
    
    51,865
    
    
    
    63,220Stock based compensation
    
    
    
    
    
    
    
    
    
    
    180,000
    
    
    
    Total Expenses
    
    
    33,037
    
    
    
    30,414
    
    
    
    231,865
    
    
    
    63,220Weighted average number of shares outstanding
    
    
    17,515,524
    
    
    
    14,988,051
    
    
    
    16,258,769
    
    
    
    14,988,051Net Loss
    
    $
    (16,200
    )
    
    $
    (12,495
    )
    
    $
    (201,217
    )
    
    $
    (28,705
    )Basic and diluted net loss per share of Common Stock
    
    $
    (0.001
    )
    
    $
    (0.001
    )
    
    $
    (0.012
    )
    
    $
    (0.002
    )
 See accompanying notes to the Financial Statements.
 F-2




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B.H.I.T. Inc.
 Statements of Cash Flows
For the Six Months Ended June 30, 2007 and 2006
 2007
    
    
    2006Operating ActivitiesNet Loss
    
    $
    (201,217
    )
    
    $
    (28,705
    )Adjustments to reconcile net loss to net cash used in operating activities:Stock based compensation
    
    
    180,000
    
    
    
    Changes in assets and liabilities:Interest receivable on cash and cash equivalents
    
    
    4,444
    
    
    
    (1,131
    )Prepaid insurance and miscellaneous expenses
    
    
    8,905
    
    
    
    Accounts payable and accrued expenses
    
    
    (16,036
    )
    
    
    673Net cash used in operations
    
    
    (23,904
    )
    
    
    (29,163
    )Net cash used in investing
    
    
    (415,020
    )
    
    
    Financing ActivitiesProceeds from sale of common stock
    
    
    1,000,000
    
    
    
    Net cash from financing
    
    
    1,000,000
    
    
    
    Net increase (decrease) in cash
    
    $
    976,096
    
    
    $
    (29,163
    )Cash and cash equivalents at beginning of period
    
    $
    1,420,313
    
    
    $
    1,466,353Cash and cash equivalents at end of period
    
    $
    2,396,409
    
    
    $
    1,437,190
 See accompanying notes to the Financial Statements.
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B.H.I.T. Inc.
Notes to Financial Statements
 Basis of Presentation
      Stock Offering
  Stock Based Compensation
    F-4




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