EXHIBIT 31.1

I,  H.  Douglas  Saathoff,  certify  that:

     1.   I  have  reviewed  this  Amendment  No. 1 to the Annual Report on Form
          10-KSB  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  registrant  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))  and  internal  control  over  financial reporting (as
          defined  in  Exchange  Act  Rules  13a-15(f)  and  15d-15(f))  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  report  is  being  prepared;

          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;

          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 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 (the registrant's fourth fiscal quarter in
          the  case  of  an  annual  report) 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  (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 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  control  over  financial  reporting.

Date:  April  18,  2005          /s/  H.  Douglas  Saathoff
                                 --------------------------------------
                                 H.  Douglas  Saathoff
                                 Chief  Executive  Officer