Exhibit 31.1

I,  H.  Douglas  Saathoff,  certify  that:

1.  I  have  reviewed this quarterly report on Form 10-QSB of Nighthawk Systems,
Inc.;

2. Based on my knowledge, this 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  report;

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

4.  I  am  responsible  for establishing and maintaining disclosure controls and
procedures  (as  defined  in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
small  business  issuer  and  have:

a)  designed  such disclosure controls and procedures, or caused such disclosure
controls  and  procedures  to  be  designed under my supervision, to ensure that
material  information  relating  to  the  small  business  issuer, including its
consolidated  subsidiaries, is made known to me by others within those entities,
particularly  during  the  period  in  which  this report is being prepared; and

b)  evaluated  the  effectiveness  of  the  small  business  issuer's disclosure
controls  and  procedures  and presented in this report my conclusions about the
effectiveness  of  the  disclosure controls and procedures, as of the end of the
period  covered  by  this  report  based  on  such  evaluation;  and

c)  disclosed  in this report any change in the small business issuer's internal
control  over  financial  reporting  that  occurred  during  the  small business
issuer's  most  recent  fiscal  quarter  that  has  materially  affected,  or is
reasonably  likely  to  materially  affect, the small business issuer's internal
control  over  financial  reporting;  and

5. I have disclosed, based on my most recent evaluation of internal control over
financial  reporting,  to  the  small  business  issuer's auditors and the audit
committee  of  the  small  business  issuer's  board  of  directors  (or persons
performing  the  equivalent  functions):

a)  all  significant  deficiencies  and  material  weaknesses  in  the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  small  business  issuer's ability to record,
process,  summarize  and  report  financial  information;  and

b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees  who  have  a significant role in the small business issuer's internal
controls  over  financial  reporting.



Date:  November  21,  2005        By:  /s/  H.  Douglas  Saathoff
                                     ----------------------------
                                       H.  Douglas  Saathoff
                                       Chief  Executive  Officer  and  Principal
                                       Accounting  and  Financial  Officer