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:  May  22,  2006        By:  /s/  H.  Douglas  Saathoff
                                     ----------------------------
                                       H.  Douglas  Saathoff
                                     Chief  Executive  Officer  and  Principal
                                     Accounting  and  Financial  Officer