10QSB/A 1 l27759ae10qsbza.htm B.H.I.T. INC. 10QSB/A B.H.I.T. Inc. 10QSB/A
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Amendment No. 1)
(Mark One)
     
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
 
(Address of principal executive offices)
212-895-3526
 
(Issuer’s telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 þ No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 24,988,051 shares of common stock, $0.01 par value per share, as of August 13, 2007.
Transitional Small Business Disclosure Format (check one): Yes o No þ
 
 

 


 

EXPLANATION OF AMENDMENT
B.H.I.T. Inc. is filing this Amendment No. 1 (the “Amendment”) to its Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007, filed with the Securities and Exchange Commission on August 14, 2007, to file revised statement of operations and cash flows to correct errors resulting from Edgarization of the financial statements. For reference, B.H.I.T.’s complete consolidated financial statements are being included in the Amendment.
In connection with the filing of this Amendment, and pursuant to Rule 13a-14 under the Securities Exchange Act of 1934, as amended, we are including with the Amendment currently dated certifications. The Amendment does not reflect any event occurring after the filing of B.H.I.T.’s Form 10-QSB on August 14, 2007, or modify or update the disclosure contained in the Form 10-QSB except as specifically referenced above.

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TABLE OF CONTENTS
         
Item 13. Exhibits
    4  
Signatures
    5  

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Item 13. Exhibits.
31   Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
32   Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
 
*   Filed with this amendment no. 1 to quarterly report

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Signatures
In accordance with the requirements of the Exchange Act, B.H.I.T. Inc. caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
  B.H.I.T. Inc.
 
 
Date: August 27, 2007  /s/ Paul S. Dennis    
  By Paul S. Dennis, Chief Financial Officer   
     
 

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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)          
ASSETS
               
Current Assets
               
Cash and cash equivalents
  $ 2,396,409     $ 1,420,313  
Interest receivable on cash and cash equivalents
    1,196       5,640  
Prepaid insurance
    5,121       14,026  
 
           
 
               
Total Current Assets
  $ 2,402,726     $ 1,439,979  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
 
               
Current Liabilities
               
 
               
Accounts payable and other accrued expenses
  $ 31,610     $ 47,646  
 
               
Stockholders’ Equity
               
 
               
Shares 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       88,060,847  
 
               
Accumulated 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       1,392,333  
 
           
 
               
Total Liabilities and Stockholders’ Equity
  $ 2,402,726     $ 1,439,979  
 
           
See accompanying notes to the Financial Statements.

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B.H.I.T. Inc.
Statements of Operations
For the Three and Six Months Ended June 30, 2007 and 2006

(Unaudited)
                                 
    Three Months     Six Months  
    2007     2006     2007     2006  
Revenue
                               
Interest earned on cash and cash equivalents
  $ 16,837     $ 17,919     $ 30,648     $ 34,515  
 
                               
Expenses
                               
General and Administrative
    33,037       30,414       51,865       63,220  
Stock based compensation
                180,000        
 
                       
 
                               
Total Expenses
    33,037       30,414       231,865       63,220  
 
                       
 
                               
Net Loss
  $ (16,200 )   $ (12,495 )   $ (201,217 )   $ (28,705 )
 
                       
 
                               
Weighted average number of shares outstanding
    17,515,524       14,988,051       16,258,769       14,988,051  
 
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.

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B.H.I.T. Inc.
Statements of Cash Flows
For the Six Months Ended June 30, 2007 and 2006

(Unaudited)
                 
    2007     2006  
Operating Activities
               
Net 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 )     673  
 
           
 
               
Net cash used in operations
    (23,904 )     (29,163 )
 
               
Financing Activities
               
Proceeds 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     $ 1,466,353  
 
           
 
               
Cash 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

(Unaudited)
Basis of Presentation
B.H.I.T. Inc. (“we,” “our” or the “company”) was originally organized under the laws of the State of Massachusetts in 1985, under the name VMS Hotel Investment Trust, for the purpose of investing in mortgage loans, principally to entities affiliated with VMS Realty Partners. The company was subsequently reorganized as a Delaware corporation in 1987. We changed our name from Banyan Hotel Investment Fund to B.H.I.T. Inc. in 1998.
We have prepared the accompanying financial statements 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 June 30, 2007 and December 31, 2006, and the results of operations and cash flows for the six and three months ended June 30, 2007 and 2006. The financial information for the six and three months ended June 30, 2007 and 2006 is unaudited.
Although we believe that the disclosures included in our financials statements are adequate to make the information presented 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 BHIT’s latest annual report on Form 10-KSB for the year ended December 31, 2006.
The results of operations for the six and three months ended June 30, 2007 are not necessarily indicative of the results to be expected for the full 2007 year.
On April 2, 2007, the Company increased the number of authorized shares from 20.0 million to 75.0 million.
Stock Offering
On June 8, 2007, the Company sold an aggregate of 10.0 million shares of its common stock in a private placement to a total of thirty-six accredited investors, primarily existing stockholders of the Company. The shares were sold at a price of $0.10 a share for a total of $1.0 million.
Stock Based Compensation
The company has a stock option agreement with its directors that provides for the issuance of a total of 1,000,000 shares of common stock, par value $0.01. The stock option agreements were entered into on March 2, 2007. The number of options issued and the grant dates were determined at the discretion of the company’s board. The exercise price on all currently outstanding options is $0.15 per share.
Grantees vest in the options immediately. Options granted under the plan are exercisable for a period not to exceed three years. No options were exercised during the six months ended June 30, 2007.
The fair value of the stock options issued during the six months ended June 30, 2007 have been estimated using the Black-Scholes method, whereby the valuation model takes into account variables such as volatility, dividend yield, and the risk free interest rate. Management has determined that the options have a value of $0.18 per share resulting in total compensation expense for the six months ended June 30, 2007 of $180,000.

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Expected volatility rate was estimated using the average volatility rates of fourteen public companies in the financial and business services industry.
The weighted average assumptions used in the option-pricing models were as follows:
         
Discount interest rate
    4.5 %
Expected life (years)
    3  
Expected volatility
    81.07 %
Dividend yield
    0  
The stock options are not considered in calculating diluted earnings per share because they are anti-dilutive.
Adoption of New Accounting Standard
On January 1, 2007 we adopted Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (FIN 48), which clarifies the accounting for uncertainty in income taxes recognized in accordance with Financial Accounting Standards No. 109, “Accounting for Income Taxes” (FAS 109). FIN 48 clarifies the application of FAS 109 by defining criteria that an individual tax position must satisfy in order for any part of the benefit of that position to be recognized in the financial statements. Additionally, FIN 48 provides guidance on the measurement, derecognition, classification and disclosure of tax positions, along with accounting for the related interest and penalties. The provisions of FIN 48 were effective for fiscal years beginning after December 15, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to beginning retained earnings. The adoption of FIN 48 did not have a material impact on our financial position and results of operations.

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