Exhibit  31

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, 13a-15(e), and internal
control  over  financial  reporting  as defined in 15d-14 and 15d-15(e)) for the
Registrant  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 Registrant, including its
consolidated  subsidiaries, is made known to me by others within those entities,
particularly during the period in which this quarterly report is being prepared;
and

         b)  designed  such internal control over financial reporting, or caused
such  internal  control  over  financial  reporting  to  be  designed  under  my
supervision,  to  provide  reasonable  assurance  regarding  the  reliability of
financial  reporting  and  the  preparation of financial statements for external
purposes  in  accordance  with  generally  accepted  accounting  principles; and

             c)  evaluated  the  effectiveness  of  the  Registrant'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  quarterly  report  based  on  such  evaluation;  and

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

       5.  I  have  disclosed,  based  on our most recent evaluation of internal
control  over  financial  reporting,  to the Registrant's auditors and the audit
committee  of  Registrant's  board  of  directors:

             a)  all  significant  deficiencies  and  material weaknesses in the
design  or  operation  of  internal  controls over financial reporting which are
reasonably  likely  to  adversely  affect  the  Registrant'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 Registrant's internal
controls.


Date:  August  23,  2004


                                                 /s/  H.  DOUGLAS  SAATHOFF
                                                 --------------------------
                                                 H.  Douglas  Saathoff
                                                 Chief  Executive  Officer  and
                                                 Chief  Financial  Officer