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

                                  FORM 10-QSB/A

(MARK ONE)

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

                  For the quarterly period ended June 30, 2002

[    ] 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 80232
                    ----------------------------------------
                    (Address of Principal Executive offices)

                                 PEREGRINE, INC
                                ------------------
                                  (Former Name)

          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 August 13, 2002
------------------                               -------------------------------
   Common                                                  20,121,456


<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 June 30, 2002           3

         Condensed consolidated statements of operations for the
         three and six months ended June 30, 2002 and 2001                  4

         Condensed consolidated statement of changes in stockholders'
         deficit for the six months ended June 30, 2002                     5

         Condensed consolidated statements of cash flows for the
         six months ended June 30, 2002 and 2001                            6

         Notes to condensed consolidated financial statements             7-9

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

                            PART II
                       OTHER INFORMATION

Item 1   Legal proceedings                                                 13

Item 2   Changes in securities and use of proceeds                         13

Item 3   Defaults upon senior securities                                   13

Item 4   Submission of matters to a vote of securities holders             13

Item 5   Other information                                                 13

Item 6   Exhibits and Reports on Form 8-K                                  13

<PAGE>

    NIGHTHAWK SYSTEMS INC. (FORMERLY PEREGRINE, INC.)
               CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                      JUNE 30, 2002

                          ASSETS

Current assets:
Cash                                                    $   10,536
Accounts receivable                                         53,936
Inventories                                                 57,565
                                                         ----------
   Total current assets                                    122,037
                                                         ----------
Furniture, fixtures and equipment, net                      16,157
Intangible assets, net                                     224,393
                                                         ----------
                                                        $  362,587
                                                         ==========

          LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:

Lines of credit:
     Related party                                      $   48,852
     Others                                                 59,444
Notes payable:
     Related party                                         277,981
     Others                                                118,000
Accounts payable                                           299,317
Accrued expenses                                           130,554
                                                         ----------
Total liabilities (all current)                            934,148
                                                         ----------
Stockholders' deficit (Notes 1 and 3):
   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; 19,686,456 issued and outstanding               19,686
   Additional paid-in capital                            3,444,835
   Accumulated deficit                                  (3,397,783)
   Deferred compensation costs                            (518,750)
   Receivable from stockholder                            (119,549)
                                                         -----------
Total stockholders' deficit                               (571,561)
                                                         -----------
                                                        $  362,587
                                                         ===========
<PAGE>

               NIGHTHAWK SYSTEMS, INC. (FORMERLY PEREGRINE, INC.)
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
<TABLE>

                                        Three months ended June 30,         Six months ended June 30,
                                         2002              2001              2002            2001
                                        ------            -------           ------          ------
<S>                                  <C>             <C>               <C>               <C>

Product sales, net                  $   114,117      $    18,796      $   160,402     $    35,327
Airtime sales, net                       36,955                           107,181
                                       ---------         --------        ---------       ---------
                                        151,072           18,796          267,583          35,327
                                       ---------         --------        ---------       ---------
Cost of goods sold                       67,235           22,556           92,691          42,392
Cost of airtime sold                     23,085                            64,202
                                       ---------         --------        ---------       ---------
                                         90,320           22,556          156,893          42,392
                                       ---------         --------        ---------       ---------
Gross profit                             60,752           (3,760)         110,690          (7,065)
Selling, general and administrative
   expenses                             807,351          186,482        1,517,419         319,320
                                       ---------         --------        ---------       ---------
Loss from operations                   (746,599)        (190,242)      (1,406,729)       (326,385)
                                       ---------         --------        ---------       ---------
Interest expense:
Related parties                          12,962            3,618           18,057          45,368
Other                                     4,819           11,524            7,779          42,674
                                       ---------         --------        ---------       ---------
                                         17,781           15,142           25,836          88,042
                                       ---------         --------        ---------       ---------
Net loss                            $  (764,380)     $  (205,384)     $(1,432,565)    $  (414,427)
                                       =========         ========       ==========       =========
Net loss per common share:
  Basic and diluted                 $     (0.04)     $     (0.02)     $     (0.08)    $     (0.04)
                                       =========         ========       ==========       =========
Weighted average number of
  common shares outstanding          19,529,423       11,195,196       18,667,959      10,780,457
                                     ===========      ===========      ===========      ==========
</TABLE>

<PAGE>

               NIGHTHAWK SYSTEMS, INC. (FORMERLY PEREGRINE, INC.)
      CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                  (UNAUDITED)
                         SIX MONTHS ENDED JUNE 30, 2002
<TABLE>

                                                                                             Deferred     Receivable
                                     Common stock            Additional      Accumulated   compensation   from         Stockholders'
                                Shares        Amount     paid-in capital     deficit        cost          stockholder   deficit
                                -------      --------    ----------------   -----------    ------------   -----------  -------------
<S>                             <C>         <C>          <C>               <C>              <C>

Balances, January 1,
2002                          14,731,200   $   14,731   $   3,169,790      $(1,965,218)   $(1,556,250)   $(118,629)   $  (455,576)

Common stock issued for cash     355,000          355         279,645                                                     280,000

Amortization of deferred
compensation cost                                                                           1,037,500                   1,037,500

Common stock retained by
stockholders

LSI Communications, Inc. at
date of reverse acquisition    4,600,256        4,600          (4,600)

Advances to stockholder                                                                                      (920)          (920)

Net loss                                                                   (1,432,565)                                (1,432,565)
                              -----------    ---------    ------------     -----------     ----------    ---------    -----------
Balances, June 30, 2002       19,686,456   $   19,686   $   3,444,835     $(3,397,783)    $ (518,750)   $(119,549)   $  (571,561)
                              ===========    =========    ============     ===========     ==========    =========    ===========
</TABLE>

<PAGE>

               NIGHTHAWK SYSTEMS, INC. (FORMERLY PEREGRINE, INC.)
      CONDENSED CONSOLIDATED/COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)
                     SIX MONTHS ENDED JUNE 30, 2002 AND 2001

                                                        2002          2001
                                                       ------        ------

Net cash used in operating activities              $  (285,283)   $  (222,998)
                                                     ----------    -----------
Cash flows from financing activities:
Payments on notes payable, related parties             (75,500)
Proceeds from notes payable, related parties            49,000         12,000
Proceeds from notes payable, other                      30,000         75,000
Payments on notes payable, other                       (10,000)       (37,000)
Payments on line of credit, related party                 (414)
Net (payments) advances on lines of credit, others      (6,658)        18,411
Advances to stockholder                                   (920)       (35,050)
Net proceeds from the sale of common stock             280,000        176,685
                                                     ----------    -----------
et cash provided by financing activities               265,508        210,046
                                                     ----------    -----------
Net decrease in cash                                   (19,775)       (12,952)
Cash, beginning                                         30,311         23,714
                                                     ----------    -----------
Cash, ending                                       $    10,536    $    10,762
                                                     ==========    ===========
Supplemental disclosures of cash flow information:
Cash paid for interest                             $     9,242    $     7,270
                                                     ==========    ===========
Supplemental disclosure of non-cash investing and
financing activities:
Series A, 7% convertible preferred stock
issued in satisfaction of notes payable                           $   432,600
                                                                   ===========
<PAGE>

               NIGHTHAWK SYSTEMS, INC. (FORMERLY PEREGRINE, INC.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)

1.   Basis of presentation:

     In November 2001, Nighthawk Systems,  Inc. (the "Company"),  formerly known
     as  Peregrine,  Inc.  and 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 the Company 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,  the
     Company was a shell company with no net assets.  For  accounting  purposes,
     the  acquisition  was treated as an acquisition of the Company 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.  The  accompanying  condensed
     consolidated   financial  statements  include  the  accounts  of  Nighthawk
     Systems, Inc., and its subsidiary PCT.

     Interim financial statements:

     The  condensed   consolidated  financial  statements  of  the  Company  and
     subsidiary  for the six month  periods  ended June 30, 2002 and 2001,  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 June 30, 2002 and the condensed  consolidated results
     of operations  and cash flows for the six month periods ended June 30, 2002
     and 2001, and the statement of changes in stockholders' deficit for the six
     months ended June 30, 2002.

     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
     2001 filed with the Securities and Exchange Commission (the "SEC"), and the
     Company's  Form 8-K/A  filed with the SEC on June 4, 2002.  The  results of
     operations  for the six  months  ended  June 30,  2002 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 $571,561 and
     $812,111,  respectively,  as of  June  30,  2002.  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. (Note 3)

3.   Development of new designs and markets for the Company's products.


<PAGE>


1.   Basis of presentation (continued):

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

     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.

     Recently adopted accounting pronouncements:

     The Company  adopted the  provisions  of Statement of Financial  Accounting
     Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets, effective
     January 1, 2002. The Company does not have goodwill  recorded on its books,
     therefore  adopting of SFAS No. 142 did not impact the Company's  financial
     statements.  The Company  also  adopted  SFAS No. 144,  Accounting  for the
     Impairment or Disposal of Long-Lived  Assets effective January 1, 2002. The
     Company  does not believe any  impairment  has  occurred to its  long-lived
     assets at June 30, 2002.

2.   Related party transactions:

     During the three  months ended March 31,  2002,  the Company  issued a note
     payable to a family  member of the  Company's  chief  executive  officer in
     exchange for cash of $7,000. The note is non-interest bearing and is due on
     demand.  During the same period,  the Company  repaid  $25,000 on a related
     party note payable.

     During  the  three  months  ended  June 30,  2002,  a family  member of the
     Company's  chief  executive  officer paid  $42,000 to one of the  Company's
     vendors to reduce the  outstanding  accounts  payable with the vendor.  The
     payment enabled the Company to fulfill a major  contract.  During the three
     months ended June 30, 2002,  the Company  repaid the family member  $47,000
     repaid $3,500 on related party notes payable.

3.   Stock transactions:

     During the six month  period  ended June 30,  2002,  the  Company  received
     $280,000 in exchange for 355,000 shares of its common stock.  Subsequent to
     June 30, 2002, the Company  received an additional  $60,000 in exchange for
     435,000 shares of its common stock.

4.   Major customers and business segments:

     During the six months  ended  June 30,  2002,  the  Company's  two  largest
     customers  accounted  for  approximately  36% and 15% of  sales,  all  from
     product sales.

     The Company  operates in two business  segments:  sales of control  devices
     that can turn electrical devices on and off utilizing paging technology and
     sales of wireless paging airtime.  The Company evaluates  performance based
     on operating earnings of the respective  business units. For the six months
     ended June 30,  2001,  the  Company  operated  in only the  control  device
     segment.

<PAGE>

4.   Major customers and business segments (continued):

     During the three  months  ended June 30, 2002 the segment  results  were as
     follows:



                                         Control       Paging
                                         devices       airtime       Total
                                       -----------    ----------   -----------
              Revenues                 $  114,100     $ 37,000     $  151,100
              Segment operating loss     (688,600)     (58,000)      (746,600)
              Total assets                128,300      234,300        362,600

     During  the six months  ended June 30,  2002 the  segment  results  were as
     follows:

                                            Control      Paging
                                            devices      airtime      Total
                                         ------------   ---------   ----------
              Revenues                $    160,400     $ 107,200     $ 267,600
              Segment operating loss    (1,323,200)      (83,500)   (1,406,700)
              Total assets                 128,300       234,300       362,600

<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 Peregrine,  Inc. actual
results and business  performance  may differ  materially from that projected or
estimated in such forward-looking  statements.  Peregrine, Inc. 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 June 30, 2002 Compared to the Three Months Ended June 30,
2001

Net sales for the three  month  period  ended June 30,  2002 were  $151,072,  an
increase of $132,276  or 704% from the $18,796 for the  corresponding  period of
the prior  year.  This  increase  consists  of an increase of $95,321 or 507% in
product sales and the addition of $36,955 in airtime sales.  There were no sales
of airtime in the prior period.

Cost of goods sold  increased by $67,764 or 300% to $90,320 for the three months
ended June 30, 2002 from $22,556 for the corresponding period of the prior year.
This increase  reflected an increase of $44,679 or 198% in product costs and the
addition of $23,085 in costs of airtime sales. Gross profit margins on equipment
sales were 41% for the three months  ended June 30, 2002  compared to a negative
20% for the  corresponding  period of the prior  year.  This  increase in margin
resulted  from the Company  being able to  purchase  in volume at reduced  rates
during the three months  ended June 30,  2002.  The gross margin on airtime sold
was 38%.

Selling,  general and  administrative  expenses increased by $620,869 or 333% to
$807,351 for the three month period ended June 30, 2002,  from  $186,482 for the
three month  period June 30,  2001.  The product  segment  selling,  general and
administrative expenses for the three month period ended June 30, 2002 increased
$605,495 or 324% to $791,977  from  $186,482 for the three months ended June 30,
2001.   The  increase  is  primarily  due  to  the   amortization   of  deferred
compensation,  which totaled  $518,750 for the three months ended June 30, 2002.
Without the amortization of the deferred compensation costs, selling general and
administrative  expenses  would have increased by $86,745,  or 47%,  principally
because of increased  staffing and increased  professional fees. Airtime segment
selling,  general and administrative  expenses were $15,374 for the three months
ended June 30, 2002, and does not have prior period comparisons.

Interest  expense  increased  by $2,639 or 17% to $17,781  for the three  months
ended June 30, 2002 from $15,142 for the corresponding period of the prior year.
This increase resulted from borrowings being outstanding for the full quarter.

<PAGE>

The net loss for the  three  month  period  ended  June  30,  2002 was  $764,380
compared  to  $205,384  for the three  month  period  ended June 30,  2001.  The
increase  in  net  loss  is  attributable  to  increased  selling,  general  and
administrative  expense,  principally the amortization of deferred  compensation
costs which was partially offset by higher gross profit.

The Six Months  Ended June 30, 2002  Compared  to the Six Months  Ended June 30,
2001

Net  sales for the six month  period  ended  June 30,  2002  were  $267,583,  an
increase of $232,256 or 657% from  $35,327 for the  corresponding  period of the
prior year. This increase consists of an increase of $125,075 or 354% in product
sales and the  addition  of $107,181  in airtime  sales.  There were no sales of
airtime in the prior period.

Cost of goods sold  increased by $114,501 or 270% to $156,893 for the six months
ended June 30, 2002 from $42,392 for the corresponding period of the prior year.
This increase  reflected an increase of $50,299 or 119% in product costs and the
addition of $64,202 in costs of airtime sales. Gross profit margins on equipment
sales were 42% for the six months ended June 30, 2002 compared to a negative 20%
for the corresponding period of the prior year. This increase in margin resulted
from the Company  being able to purchase in volume at reduced  rates  during the
quarterly period ended June 30, 2002. The gross margin on airtime sold was 40%.

Selling,  general and administrative  expenses for the six months ended June 30,
2002  increased by $1,198,099 or 375% to  $1,517,419,  from $319,320 for the six
month  period  June  30,  2001.  The  product  segment   selling,   general  and
administrative  expenses  for the six  months  ended  June  30,  2002  increased
$1,156,345  or 362% to  $1,475,665,  from $319,320 for the six months ended June
30,  2001.  The  increase  is  primarily  due to the  amortization  of  deferred
compensation,  which totaled  $1,037,500 for the six months ended June 30, 2002.
Without the amortization of the deferred compensation costs, selling general and
administrative  expenses would have increased by $118,845,  or 37%,  principally
because of increased  staffing and increased  professional fees. Airtime segment
selling,  general and  administrative  expenses  were $41,754 for the six months
ended June 30, 2002, and does not have prior period comparisons.

Interest  expense  decreased  by  $62,206,  or 70% to $25,836 for the six months
ended June 30, 2002 from $88,042 for the corresponding period of the prior year.
This decrease  resulted from reduced  borrowings,  as a portion of the Company's
debt was converted into common stock in 2001.

The net  loss for the six  month  period  ended  June  30,  2002 was  $1,432,565
compared to $414,427 for the six month period ended June 30, 2001.  The increase
in net loss is attributable  to increased  selling,  general and  administrative
expense,  principally the amortization of deferred  compensation costs which was
partially offset by higher gross profit.

<PAGE>

Liquidity and Capital Resources

The Company's  financial  statements for the six months ended June 30, 2002 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 six months  ended June 30, 2002,  the Company  reported a net
loss of $1,432,565 and has a stockholders' deficit of $571,561. In addition, the
Company had cash of $10,536 but a working  capital  deficiency of $812,111.  The
Independent Auditors' Report on the Company's financial statements as of and for
the  year  ended  December  31,  2001  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 six months ended June 30, 2002,  besides  using  receipts from normal
operations, the Company was able to meet its financial obligations by borrowings
from a related party of $49,000,  a non-related  party of $30,000 and by issuing
355,000 shares of common stock for $280,000.

The Company  continues  to be cash flow  negative  from  operations.  Management
expects that with  improved  sales and lower costs the Company will be cash flow
positive by the third quarter of 2002. However,  there can be no assurances that
the Company's ongoing  operations will begin to generate a positive cash flow or
that  unforeseen  events may not require more  working  capital than the Company
currently has at its disposal.

For the six months ended June 30, 2002, the Company used cash of $285,283 in its
operating activities,  compared to $222,998 used in its operating activities for
the six months  ended June 30,  2001.  Although  the  Company  had a net loss of
$1,432,565,  there was  non-cash  depreciation  of $2,860  and  amortization  of
deferred  compensation costs and intangible assets of $1,122,238 included in the
loss.

The  Company  had no cash flows  from  investing  activities  for either the six
months ended June 30, 2002 or June 30, 2001.

For the six months  ended June 30,  2002,  the  Company  had net cash flows from
financing   activities   totaling   $265,508   compared  to  $210,046   for  the
corresponding  period of the prior year.  The Company net repayments of loans of
$13,572 and received proceeds from the sale of common stock totaling $280,000.

<PAGE>

                           PART II - OTHER INFORMATION


Item 1   Legal proceedings

         None.

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 on Form 8-K

          2.1  Form 8-K/A,  dated June 4, 2002,  reporting  the  acquisition  of
               Peregrine Control Technologies, Inc.

          3.1  Articles of Amendment to the Articles of  Incorporation  changing
               the corporate name to Nighthawk Systems, Inc.


Exhibit 99.1      Written statement of the chief executive officer

Exhibit 99.1      Written statement of the chief financial officer


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:  August 15, 2002                    By: /s/ Steven Jacobson
                                          -------------------------------
                                          Steven Jacobson
                                          Chief Executive Officer

Date: August 15, 2002                     By: /s/ Myron Anduri
                                          -------------------------------
                                          Myron Anduri
                                          Chief Financial Officer

<PAGE>


Exhibit 99.1

    Certification pursuant to 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 June 30, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  I, Steven
Jacobson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

(1)  The Report complies with the  requirements of Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934; and

(2)  The financial  information  contained in the Report fairly presents, in all
     material respects, the financial condition and results of operations of the
     Company.

    /s/ Steven Jacobson
    ------------------------
    Steven Jacobson
         Chief Executive Officer
         August 15, 2002

Exhibit 99.2

    Certification pursuant to 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 June 30, 2002 as filed with the
Securities and Exchange  Commission on the date hereof (the "Report"),  I, Myron
Anduri, Chief Financial Officer of the Company,  certify,  pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

(1)  The Report complies with the  requirements of Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934; and

(2)  The financial  information  contained in the Report fairly presents, in all
     material respects, the financial condition and results of operations of the
     Company.

     /s/ Myron Anduri
     ------------------------
     Myron Anduri
     Chief Financial Officer
     August 15, 2002