<SEQUENCE>1
<FILENAME>fm10qsb_93002.txt

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

                                   FORM 10-QSB

(MARK ONE)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF The Securities  Exchange
     Act of 1934

                For the quarterly period ended March 31, 2003

[ ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF The  Securities
     Exchange Act of 1934

                         Commission File Number 0-30786

                             NIGHTHAWK SYSTEMS, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

           NEVADA                                             87-0627349
-------------------------------                         ---------------------
(State or other jurisdiction of                             (IRS Employer
 Incorporation or Organization)                          Identification No.)

                              8200 E. PACIFIC PLACE
                                    SUITE 204
                                DENVER, CO 80231
                     ---------------------------------------
                    (Address of Principal Executive offices)

          Registrant's telephone number, with area code: (303) 337-4811

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  twelve  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

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date:

       Class                          Outstanding at June 13, 2003
------------------                   ---------------------------------
       Common                                  21,833,780


                                      1
<PAGE>

                             NIGHTHAWK SYSTEMS, INC.
                                TABLE OF CONTENTS
                                   FORM 10-QSB

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements (unaudited)

         Condensed consolidated balance sheet as of March 31, 2003            3

         Condensed consolidated statements of operations for the
         three months ended March 31, 2003 and 2002                           4

         Condensed consolidated statement of stockholders'
         deficit for the three months ended March 31, 2003                    5

         Condensed consolidated statements of cash flows for the
         three months ended March 31, 2003 and 2002                           6

         Notes to condensed consolidated financial statements               7-9

Item 2   Management's Discussion and Analysis or Plan of Operation      10 - 12

Item 3   Evaluation of Disclosure Controls and Procedures                    13

                            PART II
                       OTHER INFORMATION

Item 1   Legal proceedings                                                   14

Item 2   Changes in securities and use of proceeds                           14

Item 3   Defaults upon senior securities                                     14

Item 4   Submission of matters to a vote of securities holders               14

Item 5   Other information                                                   14

Item 6   Exhibits and reports on Form 8-K                                    14

PART I - FINANCIAL INFORMATION


                                      2
<PAGE>
                       NightHawk Systems, Inc.
                Condensed Consolidated Balance Sheet
                           March 31, 2003
<TABLE>
<CAPTION>
<S>                                             <C>
       ASSETS

Current assets:
    Cash                                        $   19,149
    Accounts receivable, net of allowance
     for doubtful accounts of $377                 137,600
    Stock subscription receivable                  100,000
    Inventories                                    233,075
    Other                                           37,387
                                                ----------

               Total current assets                527,211

    Furniture, fixtures and equipment, net          18,175
    Intanglible assets, net                         34,321
                                                ----------

                                                $  579,707
                                                ==========

       LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
    Accounts payable                            $  431,562
    Accrued expenses                               214,654
    Lines of credit                                 19,842
    Notes payable
        Related parties                            184,342
        Other                                      110,926
    Deferred revenue                               338,046
    Customer deposit                                60,000
    Other related party payable                     48,912
                                                ----------

               Total current liabilities         1,408,284

    Long-term debt, related party                   21,126
                                                ----------

               Total liabilities                 1,429,410
                                                ----------

Commitments and contingencies

Stockholders' deficit
    Preferred stock; $0.001 par value;
     5,000,000 shares authorized; none
     issued and outstanding                              -
    Common stock; $0.001 par value;
     50,000,000 shares authorized;
     21,333,780 issued and outstanding              21,334
    Additional paid-in capital                   2,517,338
    Common stock and warrants subscribed            98,000
    Accumulated deficit                         (3,367,746)
    Receivable from stockholder                   (118,629)
                                                ----------

               Total stockholders' deficit        (849,703)
                                                ----------

                                                $  579,707
                                                ==========
</TABLE>
                    The accompanying notes are an integral
                      part of these financial statements


                                      3
<PAGE>
                       NightHawk Systems, Inc.
           Condensed Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                           Three months ended March 31,
                                           ----------------------------
<S>                                          <C>         <C>
                                                2003         2002
                                             ----------   ----------

Product sales, net                           $  167,176   $   46,284
Airtimes sales, net                              25,444       70,226
                                             ----------   ----------

                                                192,620      116,510
                                             ----------   ----------

Cost of goods sold                               94,530       25,455
Cost of airtime sold                              5,663       41,117
                                             ----------   ----------

                                                100,193       66,572
                                             ----------   ----------

   Gross profit                                  92,427       49,938

Selling, general and administrative expenses    321,634      191,318
Amortization of deferred compensation                 -      518,750
                                             ----------   ----------

   Loss from operations                        (229,207)    (660,130)
                                             ----------   ----------

Interest expense:
   Related parties                                2,943        5,095
   Other                                          7,462        2,960
                                             ----------   ----------

                                                 10,405        8,055
                                             ----------   ----------

Net loss                                     $ (239,612)  $ (668,185)
                                             ==========   ==========

Net loss per basic and diluted common share  $    (0.01)  $    (0.04)
                                             ==========   ==========

Weighted average shares outstanding          21,333,780   15,724,482
                                             ==========   ==========
</TABLE>
                    The accompanying notes are an integral
                      part of these financial statements


                                      4
<PAGE>
                                 NighHawk Systems, Inc.
                 Condensed Consolidated Statement of Stockholders' Deficit
                            Three Months Ended March 31, 2003
<TABLE>
<CAPTION>
                                            Additional       Common Stock
                    Common Stock             Paid-in             and            Accumulated      Stockholder
                  Shares       Amount        Capital     Warrants Subscribed      Deficit        Receivable       Total
                  ------       ------        -------     -------------------      -------        ----------       -----
<S>             <C>           <C>         <C>           <C>                    <C>               <C>            <C>
Balances,
 December 31,
 2002           21,333,780    $ 21,334    $ 2,517,338   $                  -   $ (3,128,134)     $ (118,629)    $ (708,091)

Common stock
 and warrants
 subscribed                                                           98,000                                        98,000

Net loss                                                                           (239,612)                      (239,612)
                ----------    --------    -----------   --------------------   ------------      ----------     ----------

Balance,
 March 31
 2003           21,333,780    $ 21,334    $ 2,517,338   $             98,000   $ (3,367,746)     $ (118,629)    $ (849,703)
                ==========    ========    ===========   ====================   ============      ==========     ==========


                                                  The accompanying notes are an integral
                                                    part of these financial statements

</TABLE>
                                      5
<PAGE>

                                             NightHawk Systems, Inc.
                                 Condensed Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                         Three months ended March 31,
                                                     ------------------------------------
                                                         2003                    2002
                                                     ------------             -----------
<S>                                                  <C>                      <C>
Net cash used in operating activities                $ (294,436)              $ (118,208)
                                                     ------------             ------------
Cash flows from investing activities:
 Purchases of furniture, fixtures and equipment          (2,276)                       -
                                                     ------------             ------------
Net cash used in investing activites                     (2,276)                       -
                                                     ------------             ------------

Cash flows from financing activities:
 Proceeds from notes payable, related parties                 -                    7,000
 Payments on notes payable, related parties             (22,027)                 (25,000)
 Payments made on factoring arrangement, net            (82,502)                       -
 Payments on notes payable, other                        (8,287)                       -
 Net advances on lines of credit, related party                                      414
 Net payments on lines of credit, other                       -                   (3,918)
 Net proceeds from issuance of common stock                   -                  130,000
                                                     ------------             ------------

Net cash provided by (used in) financing
 activities                                            (112,816)                 108,496
                                                     ------------             ------------

Net decrease in cash                                   (409,528)                  (9,712)
Cash, beginning                                         428,677                   30,311
                                                     ------------             ------------

Cash, ending                                         $   19,149               $   20,599
                                                     ============             ============

Supplemental disclosures of cash flow
 information:

Cash paid for interest                               $    4,764               $    2,103
                                                     ============             ============

Supplemental disclosures of non-cash
 investing and financing activites:

Common stock and warrants subscribed                 $   98,000
                                                     ============
</TABLE>

                    The accompanying notes are an integral
                      part of these financial statements

                                      6
<PAGE>

                             NIGHTHAWK SYSTEMS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  THREE MONTHS ENDED MARCH 31, 2003 AND 2002


1.   Basis of presentation:

In  November  2001,   Peregrine,  Inc.  ("Peregrine"),  formerly  known  as  LSI
Communications, Inc., sold  the  assets  and  liabilities of its investment in a
majority  owned subsidiary to a major stockholder.  On  February  1,  2002,  the
Company  acquired  Peregrine  Control  Technologies,  Inc.  ("PCT")  a  Colorado
company. The  transaction  represents a reverse acquisition of Peregrine by PCT,
since  PCT  owns approximately  76%  of  the  post  acquisition  shares  of  the
consolidated  entity immediately after the completion of the transaction. At the
date of the transaction,  Peregrine  was a shell company with no net assets. For
accounting purposes, the acquisition was  treated as an acquisition of Peregrine
by PCT and a recapitalization of PCT. The historical  stockholders'  deficit  of
PCT  has  not  been  retroactively  restated  since  the shares exchanged in the
transaction were on a one-for-one basis. On April 29,  2002,  Peregrine  changed
its  name  to  NightHawk  Systems,  Inc. The accompanying condensed consolidated
financial statements include the accounts  of  NightHawk  Systems,  Inc. and its
subsidiary PCT (collectively referred to herein as "the Company").

    Interim financial statements:

The  condensed  consolidated  financial statements of the Company for the  three
month periods ended March 31, 2003  and  2002, have been prepared by the Company
without audit by the Company's independent  auditors.  In  the  opinion  of  the
Company's  management,  these  financial  statements  reflect  all  adjustments,
including  normal recurring adjustments, considered necessary to present  fairly
the Company's  condensed  consolidated financial position at March 31, 2003, the
results of operations for the  three  months  ended March 31, 2003 and 2002, and
the changes in stockholders' deficit for the three months ended March 31, 2003.

Certain  information  and  note  disclosures normally  included in the Company's
annual  financial statements prepared in accordance with  accounting  principles
generally  accepted  in  the  United  States  of  America have been condensed or
omitted. These condensed consolidated financial statements  should  be  read  in
conjunction  with  a  reading  of  the  financial  statements  and notes thereto
included  in  the  Company's Form 10-KSB annual report for 2002 filed  with  the
Securities and Exchange  Commission  (the "SEC").  The results of operations for
the three months ended March 31, 2003  are  not  necessarily  indicative  of the
results to be expected for the full year.

    Going concern, results of operations and management's plans:

The  Company  has incurred operating losses for several years. These losses have
caused the Company  to  operate  with  limited  liquidity  and  have  created  a
stockholders'  deficit  and working capital deficiency of $849,703 and $881,073,
respectively, as of March  31,  2003.  These  conditions raise substantial doubt
about the Company's ability to continue as a going  concern.  Management's plans
to address these concerns include:

     1. Raising working capital through additional borrowings.
     2. Raising equity funding through sales of the Company's common stock
        or preferred stock.
     3. Improving working capital through increased sales of the Company's
        products and services.

The accompanying financial statements do not include any adjustments relating to
the  recoverability and classification of assets or the amounts  of  liabilities
that might be necessary should the Company be unsuccessful in implementing these
plans, or otherwise be unable to continue as a going concern.

                                      7
<PAGE>

2.  Related party transactions:

During the three months ended March 31, 2003, the Company repaid $2,027 on notes
payable  to  an  officer  of  the  Company,  and  $20,000 on notes payable to an
officer/director of the Company.

3.  Inventories

Inventories  at  March 31, 2003 consist entirely of parts  and  pre-manufactured
component parts. The  Company  monitors inventory for turnover and obsolescence,
and records reserves for excess  and  obsolete  inventory  as  appropriate.  The
Company did not have a reserve for excess or obsolete inventory  as of March 31,
2003.

4.  Revenue recognition

Revenues  from  product  sales  are  recognized when persuasive evidence  of  an
arrangement  exists,  delivery  has  occurred,  the  sales  price  is  fixed  or
determinable and collectibility is probable.  Generally,  the  criteria  are met
upon  shipment  of products on an F.O.B destination point basis and transfer  of
title to customers.  In  certain  instances,  the Company will recognize revenue
prior to shipment when the customer requests in  writing that the transaction be
on a bill and hold basis, the risk of ownership has  passed to the customer, the
manufactured equipment is segregated, complete and ready for shipment, and there
is a fixed schedule for delivery of the equipment and  no  specific  performance
obligations  exist. Revenue from airtime sales are recognized when the  services
are performed.

5.  Net loss per share

Basic net loss  per  share  is  computed  by dividing the net loss applicable to
common stockholders by the weighted-average  number  of  shares  of common stock
outstanding  for  the  year.  Diluted net loss per share reflects the  potential
dilution that could occur  if  dilutive  securities  were exercised or converted
into common stock or resulted in the issuance of common  stock  that then shared
in the earnings of the Company, unless the effect of such inclusion would reduce
a  loss  or  increase earnings per share.  In 2001 the Company issued  2,075,000
shares under stock-based  compensation  arrangements, which were to be earned in
future periods.  Until they were earned,  or  canceled,  during  the  year ended
December 31, 2002, these shares were considered options for purpose of computing
basic  and diluted earnings per share.  For the three month periods ended  March
31, 2003  and  2002,  the  effect of the inclusion of dilutive shares would have
resulted in a decrease in loss  per  share.  Accordingly,  the  weighted average
shares outstanding have not been adjusted for dilutive shares.


6.  Stock transactions:

On March 31, 2003, the Company received a commitment to receive $100,000 from an
investor in exchange for the issuance of 500,000 shares of common stock at $0.20
per share, and warrants to purchase $200,000 of additional common  stock  on  or
before  September  30,  2003  at  the lesser of US $0.25 per share or 50% of the
consecutive 10-day average closing  price  prior  to the purchaser's election to
exercise the warrant, or on before March 31, 2004, at the lesser of US $0.37 per
share  or  50%  of any consecutive 10-day average closing  price  prior  to  the
purchaser's election  to  exercise  the  warrant; or  on or before September 30,
2004,  at  the lesser of US  $1.00  per  share  or 50% of any consecutive 10-day
average    closing  price prior to the purchaser's  election   to  exercise  the
warrant; or on or before  March 31, 2005, at the lesser of US $2.00 per share or
50%  of any         consecutive  10-day  average  closing  price  prior  to  the
purchaser's  election  to  exercise  the  warrant.   The  $100,000  was received
subsequent  to  March  31,  2003,  and  has  been  listed  as stock subscription
receivable in the accompanying condensed balance sheet as of March 31, 2003.

On  May 13, 2003, the same investor loaned $200,000 to the Company  in  exchange
for a  90-day  note  that is  convertible into common shares  of the  Company at
the lender's  option  on  the  91st  day  at a price of no more than US$0.20 per
share.  Should  the  Company  sell any shares during  the  period  the  note  is
outstanding for less than US$0.20  per  share,  the  conversion  price  would be
lowered  to  match that selling price. The Company will have the right to prepay
the note anytime  prior  to  the 91st day with no penalty.  Interest on the note
for the 90-day period will be  25,000  shares  of  the  Company's  common stock.
Should the lender choose not to convert the note, and should the Company fail to
repay  the  note  when  due,  the Company will incur a penalty of 25,000  common
shares per month.  The Company also agreed to register all shares underlying the
agreement on a best-efforts basis.

                                      8

<PAGE>

7.  Major customers and business segments:

During  the  three  months ended March  31,  2003,  the  Company's  two  largest
customers accounted for approximately 53% and 16% of sales, respectively.

The Company operates  in  two  business segments: sales of remote-access control
devices that utilize paging technology and sales of wireless paging airtime. The
Company evaluates performance based  on  operating  earnings  of  the respective
business units.

During  the  three  months  ended  March  31,  2003 the segment results were  as
follows:

<TABLE>
<CAPTION>
                                    Control         Paging
                                    devices         airtime         Total
                                -------------   -------------   -------------
<S>                             <C>             <C>            <C>
        Revenues                $   167,176     $   25,444     $   192,620
        Segment operating profit
          (loss)                   (242,002)        12,795        (229,207)
        Total assets                558,821         20,886         579,707

497: </TABLE>

During  the  three  months  ended March 31, 2002 the  segment  results  were  as
follows:

<TABLE>
<CAPTION>
                                    Control         Paging
                                    devices         airtime         Total
                                -------------   -------------   -------------
<S>                             <C>             <C>            <C>
        Revenues                $    46,284     $   70,226     $   116,510
        Segment operating loss     (634,610)       (25,520)       (660,130)
        Total assets                111,500        301,300         412,800

</TABLE>

8.  Legal matters

On June 2, 2003, the Company  was  notified  that on May 27, 2003 its registered
agent in Nevada had been served with a lawsuit  in  the  Ninth Judicial District
Court  of the State of Nevada, Douglas County.  The suit, which  is  brought  by
Charles  R.  McCarthy,  a  former  board  member  who resigned in April 2002, is
seeking relief for damages in excess of $10,000. McCarthy  served  for  a  brief
period  of  time (less than four months) as a director and chairman of the board
of directors  of the Company until he resigned in April 2002. He also executed a
retainer agreement  with the Company on behalf of his law firm prior to becoming
a director and chairman.   The suit is based on McCarthy's claims that (i) stock
which he was awarded as compensation  should  be  unrestricted stock; (ii) he is
owed  additional  compensation  in the form of stock,  and;  (iii)  the  Company
breached the retainer agreement with  his  law  firm.    The  Company executed a
Settlement Agreement and Release with McCarthy less than one month  prior to his
filing  the  present  suit.   The Company disputes his allegations and plans  to
vigorously defend this lawsuit.

                                      9

<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation

Forward-Looking Statements

Discussions and information in  this  document,  which are not historical facts,
should be considered forward-looking statements. With  regard to forward-looking
statements,  including  those  regarding the potential revenues  from  increased
sales, and the business prospects  or  any  other  aspect  of NightHawk Systems,
Inc.'s business, actual results and business performance may  differ  materially
from  that  projected or estimated in such forward-looking statements. NightHawk
Systems, Inc. ("the Company") has attempted to identify in this document certain
of the factors that it currently believes may cause actual future experience and
results to differ  from its current expectations. Differences may be caused by a
variety of factors,  including  but not limited to, adverse economic conditions,
entry of new and stronger competitors,  inadequate  capital and the inability to
obtain funding from third parties.

The  following  information  should be read in conjunction  with  the  unaudited
condensed consolidated financial  statements  included herein which are prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information.


The Three Months Ended March 31, 2003 Compared to the Three Months Ended
March 31, 2002

Net sales for the three month period ended March  31,  2003  were  $192,620,  an
increase of $76,110 or 65% from the $116,510 for the corresponding period of the
prior year. This increase consists of an increase of $120,892 or 261% in product
sales  netted  against  a  decrease  of  $44,782 in airtime sales. Approximately
$133,000 of the product sales during the quarter ending March 31, 2003 came from
two  customers  who have placed orders totaling  approximately  $816,000.    The
Company plans on  completing  these orders during 2003.  Airtime sales decreased
with the Company's de-emphasis  of  retail  paging  sales.  The Company plans on
utilizing  its  contracts  with  paging  carriers  to provide  services  to  its
equipment customers.

                                      10

<PAGE>

Cost of goods sold increased by $33,621 or 51% to $100,193  for the three months
ended  March  31, 2003 from $66,572 for the corresponding period  of  the  prior
year, but decreased  as a percentage of revenues between the periods from 57% in
2002 to 52% in 2003.   The  cost  of equipment sold remained relatively constant
between periods, but the cost of airtime  sold  decreased  as  a  percentage  of
revenue  from 58% to 22% between periods.  This was due to a shift in the makeup
of the paging  customer base between years from a retail, consumer-oriented base
to a business-oriented  customer  base.  The Company makes a larger gross margin
on airtime from its equipment customers  than  it  does  on its retail, consumer
customer base.

Selling, general and administrative expenses for the three  months  ended  March
31,  2003  increased  by $130,316 or 68% to $321,634 from $191,318 for the three
month period March 31,  2002.  The  increase is almost entirely due to increased
payroll and related benefits costs. During the quarter ended March 31, 2002, the
Company  recognized  $518,750  expense  from   the   amortization   of  deferred
compensation, a non-cash item.

Interest  expense  increased  by $2,350, or 29% to $10,405 for the three  months
ended March 31, 2003 from $8,055 for the corresponding period of the prior year,
mainly due to charges incurred on the Company's factoring arrangement during the
first quarter of 2003.  This arrangement was not in place during 2002.

The net loss for the three month  period  ended  March  31,  2003  was  $239,612
compared  to  $668,185  for  the  three  month  period ended March 31, 2002. The
improvement in results can be attributed primarily  to  the decrease in expenses
associated with deferred compensation arrangements.  Excluding  the amortization
of  deferred  compensation,  the  increased  payroll costs offset the  Company's
improved gross profit results.  The combined effect of the items mentioned above
was an improvement in net loss per share from  $0.04  in  2002 to $0.01 in 2003,
based on weighted average shares outstanding of 15.7 million  and  21.3  million
during the three months ended March 31, 2002 and 2003, respectively.

    Liquidity and Capital Resources

The  Company's  financial  statements  for the three months ended March 31, 2003
have been prepared on a going concern basis,  which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course
of business. For the three months ended March 31,  2003,  the Company reported a
net loss of $239,612 and has a stockholders' deficit as of  March  31,  2003  of
$849,703. In addition, the Company had a working capital deficiency of $881,073.
The Independent Auditors' Report on the Company's financial statements as of and
for  the  year  ended  December  31, 2002 included a "going concern" explanatory
paragraph which means that the auditors  expressed  substantial  doubt about the
Company's ability to continue as a going concern.

During  the quarter ended March 31, 2003, the Company used cash of  $294,436  in
its normal  operating  activities.   Of  this amount, approximately $173,000 was
used to purchase inventory, most of which  will be used to manufacture equipment
during the current and future quarters for two  customers.  In December 2002 and
January 2003, the Company received two contracts  which  are expected to produce
revenues of at least $816,000 during 2003.  However, $432,600 of this amount was
collected prior to the beginning of 2003 and was recorded as deferred revenue as
of  December  31. 2002, and an additional $60,000 was collected  as  a  customer
deposit during the quarter ended March 31, 2003.  During the quarter ended March
31, 2003 the Company recognized approximately $133,000 in revenue from these two
contracts.

                                      11

<PAGE>

Until the Company  is able to generate positive cash flows from operations in an
amount sufficient to  cover its current liabilities and debt obligations as they
become due, it will be  reliant  on  borrowing  funds  or selling equity to meet
those  obligations.  On  April 17, 2003, the Company received  $98,000,  net  of
$2,000 in issuance costs,  in cash proceeds from an investor in exchange for the
issuance of 500,000 shares of common stock  at $0.20  per share, and warrants to
purchase $200,000 of additional common stock on or  before September 30, 2003 at
the lesser of $0.25 per share  or  50% of the consecutive 10-day average closing
price prior to the purchaser's election  to  exercise  the warrant, or on before
March 31, 2004, at the lesser of $0.37 per share or 50%  of  any consecutive 10-
day  average closing price prior to the purchaser's election  to  exercise   the
warrant;  or  on or before September 30, 2004,  at the lesser of $1.00 per share
or 50% of any  consecutive 10-day average closing price prior to the purchaser's
election  to exercise the warrant; or on or before March 31, 2005, at the lesser
of $2.00 per share  or 50% of any consecutive 10-day average closing price prior
to the purchaser's election  to exercise the warrant.  The $100,000 was received
subsequent  to  March 31, 2003,  and  has  been  listed  as  Stock  subscription
receivable in the  accompanying condensed consolidated balance sheet as of March
31, 2003.

On May 13, 2003, the  same  investor  loaned $200,000 to the Company in exchange
for a 90-day note that may be convertible  into  common shares of the Company at
the lender's option on the 91st day at a price of  no more than $0.20 per share.
Should the Company sell any shares during the period the note is outstanding for
less than $0.20 per share, the conversion price would  be  lowered to match that
selling price. The Company will have the right to repay the  note  anytime prior
to  the  91st  day with no penalty.  Interest on the note for the 90-day  period
will be 25,000 shares  of  the  Company's common stock. Should the lender choose
not to convert the note, and should the Company fail to repay the note when due,
the Company will incur a penalty of 25,000 common shares per month.  The Company
also agreed to register all shares  underlying  the  agreement on a best-efforts
basis.

In addition,  as  of  March  31,  2003,  the  Company   had   2,665,200 warrants
outstanding with exercise prices ranging  from  $0.20  to  $1.50  per share that
expire  from  April  2003 through November 2004.  These warrants, to the  extent
they have exercise prices  below current market prices, may represent  a  source
of  cash  funds  for  the  Company  in  the future. However, no assurance can be
given  that the Company will  receive  proceeds  from  the   exercise  of  these
warrants,  or  from  any  other  source, without  which, the Company  will  have
insufficient funds to execute its business plan for the next twelve months.

As a result of funds raised and expected to be raised  subsequent  to  March 31,
2003,   the  Company  believes  that  it  will  be  able to initiate a sales and
marketing plan designed  to utilize  direct sales efforts,  as  well as indirect
sales efforts through dealer networks and through  improvements to  its  own web
site.  To date, the majority of revenues have been generated from customers  who
have  found  the Company via its web site, or through referrals from  vendors or
existing customers.

The  Company   also believes that it can eventually generate additional revenues
by making improvements   to  existing  products and designing new products.  The
Company's current products  utilize  a paging  medium,  but  the Company  is now
working  to develop a product that will  utilize an alternative wireless medium,
such as satellite.

                                      12

<PAGE>

Item 3. Controls and Procedures

         (a) Evaluation of Disclosure Controls and Procedures:

Disclosure  controls  and procedures are designed  to  ensure  that  information
required to be disclosed  in  the  reports filed or submitted under the Exchange
Act is recorded, processed, summarized  and  reported,  within  the time periods
specified  in  the  SEC's  rules  and  forms. Disclosure controls and procedures
include, without limitation, controls and  procedures  designed  to  ensure that
information required to be disclosed in the reports filed under the Exchange Act
is  accumulated  and  communicated  to management, including the Chief Executive
Officer  and  the  Chief Financial Officer,  as  appropriate,  to  allow  timely
decisions regarding  required disclosure. Within the 90 days prior to the filing
of this report, the Company carried out an evaluation, under the supervision and
with the participation  of  the  Company's  management,  including the Company's
Chief Executive Officer and its Chief Financial Officer, of the effectiveness of
the  design and operation of the Company's disclosure controls  and  procedures.
Based  upon  and as of the date of that evaluation, the Chief Executive Officer,
who is also the Chief Financial Officer, concluded that the Company's disclosure
controls and procedures  are effective to ensure that information required to be
disclosed in the reports the Company files and submits under the Exchange Act is
recorded, processed, summarized and reported as and when required.


         (b) Changes in Internal Controls:

Prior  to January 1, 2003,  the  Company  did  not  maintain  adequate  internal
controls  related  to  treasury  activities. Throughout 2002 and until March 26,
2003, the Company's former Chief Executive  Officer  was  responsible for, among
other duties, opening the mail, making accounting entries,  writing  checks  and
producing  financial  reports.    Disbursements of cash and stock issuances were
made during this time period that have  not  been  substantiated  as relating to
Company  business,  or  were made in error. In addition, filings made  with  the
Internal Revenue Service  and  other  government  agencies  did  not  accurately
reflect  activities of the Company during this time period.   During the  course
of the audit  of  the  Company's 2002 fiscal year, unsubstantiated payments were
adjusted first as payments  against  amounts previously owed to the former Chief
Executive  Officer and then to salary expense  to  the  former  Chief  Executive
Officer in the accompanying financial statements for the year ended December 31,
2002.  Amounts  owed  to  the  Internal  Revenue  Service  and  other government
agencies   have  been  estimated  and  included  in  accrued  expenses  in   the
accompanying  financial  statements  for  the three months ended March 31, 2003.
Subsequent to the addition of a Chief Financial  Officer and accounting staff in
January 2003, the Board of Directors and management  of  the Company implemented
control procedures related to treasury activities at the Company, including, but
not limited to, dual signature requirements on checks of $5,000  and  above  and
board  authorization  of  all  stock  issuances.  At the meeting of the Board of
Directors held on March 26, 2003, the former Chief  Executive  Officer resigned,
and the Chief Financial Officer was appointed as his replacement by the Board of
Directors.  Consequently, the same person currently holds both the  position  of
Chief Executive  Officer  and  Chief  Financial  Officer, but a process has been
initiated to segregate responsibilities in order to reduce the opportunities for
a single person to be in a position to both perpetrate  and  conceal  errors  or
irregularities  in  the  normal  course  of  business.    In addition, the Chief
Executive Officer and the audit committee have initiated a  process to establish
and implement a written policy on disclosure controls and procedures  to  be  in
place as soon as possible.

                                      13

<PAGE>

PART II - OTHER INFORMATION


Item 1   Legal proceedings

On  June  2,  2003,  the  Company  was  notified   that  on  May  27,  2003  its
registered agent in Nevada had been served with a lawsuit  in the Ninth Judicial
District  Court  of  the State of Nevada, Douglas County.  The  suit,  which  is
brought by Charles R.  McCarthy,  a  former  board  member who resigned in April
2002, is seeking relief for damages in excess of $10,000.  McCarthy served for a
brief period of time (less than four months) as a director and  chairman  of the
board  of  directors  of  the  Company  until he resigned in April 2002. He also
executed a retainer agreement with the Company  on  behalf of his law firm prior
to  becoming a director and chairman.  The suit is based  on  McCarthy's  claims
that  (i)  stock  which  he  was  awarded as compensation should be unrestricted
stock; (ii) he is owed additional compensation  in the form of stock, and; (iii)
the Company breached the retainer agreement with  his  law  firm.    The Company
executed  a  Settlement Agreement and Release with McCarthy less than one  month
prior to his filing  the present suit.  The Company disputes his allegations and
plans to vigorously defend this lawsuit.


Item 2   Changes in securities and use of proceeds

         None.

Item 3   Defaults upon senior securities

         None

Item 4   Submission of matters to a vote of securities holders

         None

Item 5   Other information

         None

Item 6   Exhibits and Reports

(a)      Exhibits

99.1 Certification pursuant  to the 18 U.S.C.  Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.


                                      14

<PAGE>

                                   SIGNATURES


In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                             NightHawk Systems, Inc.
                                             (Registrant)


Date: June 13, 2003                      By: /s/ H. Douglas Saathoff
                                             -------------------------------
                                             H. Douglas Saathoff
                                             Chief Executive Officer and
                                                Chief Financial Officer


  CERTIFICATION OF PERIODIC REPORT


I, H. Douglas Saathoff, certify that:

   1.    I  have  reviewed   this   quarterly   report   on   Form   10-QSB   of
NightHawk Systems, Inc. (the "Registrant");

   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.    I am 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,  including  its  consolidated
subsidiaries,  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.    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.   I have  indicated in this quarterly report  in Part II, Item 3 (b) that
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:  June 13, 2003


                                            /s/ H. DOUGLAS SAATHOFF
                                            -----------------------------------

                                            H. Douglas Saathoff
                                            Chief Executive Officer and
                                               Chief Financial Officer





Exhibit 99.1

        CERTIFICATION PURSUANT TO THE 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the  Quarterly  Report  of  NightHawk  Systems,  Inc.  (the
"Company") on Form  10-QSB for the period ended March 31, 2003 as filed with the
Securities and Exchange  Commission  on  the  date  hereof (the "Report"), I, H.
Douglas  Saathoff, Chief Executive Officer and Chief Financial  Officer  of  the
Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934; and the financial information contained in the
Report fairly  presents,  in  all material respects, the financial condition and
results of operations of the Company.

/s/ H. Douglas Saathoff
-----------------------

H. Douglas Saathoff
Chief Executive Officer
   and Chief Financial Officer

June 13, 2003


A signed original of these written  statements  required by Section 906 has been
provided to NightHawk Systems, Inc. and will be retained  by  NightHawk Systems,
Inc. and furnished to the Securities and Exchange Commission or  its  staff upon
request.