Exhibit  31

CERTIFICATION  OF  PERIODIC  REPORT

I,  H.  Douglas  Saathoff,  certify  that:

     1.  I  have  reviewed  this  quarterly report on Form 10-QSB/A 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:  October 12,  2004


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