Exhibit  32


       CERTIFICATION  PURSUANT  TO  THE  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, 2004 as filed with the
Securities  and  Exchange  Commission  on  the date hereof (the "Report"), I, H.
Douglas  Saathoff,  Chief  Executive  Officer and Chief Financial Officer of the
Company,  hereby  certify,  pursuant  to  18  U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge that:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities  Exchange Act of 1934; and the financial information contained in the
Report  fairly  presents,  in all material respects, the financial condition and
results  of  operations  of the Company, as of, and for the periods presented in
the  report.


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

                                                 August  23,  2004