UNITED  STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING
                                 SEC FILE NUMBER

                                    000-30786
                                 SEC FILE NUMBER

                                    000-30786

 (CHECK ONE): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K  [X]Form 10-Q [ ]Form N-SAR

                       For Period Ended: September 30, 2004


                     For  the  period  ended:  September  30,  2004
                       [  ]  Transition  Report  on  Form  10-K
                       [  ]  Transition  Report  on  Form  20-F
                       [  ]  Transition  Report  on  Form  11-K
                       [  ]  Transition  Report  on  Form  10-Q
                       [  ]  Transition  Report  on  Form  N-SAR

                        For  the  Transition  Period  Ended:

  If  the  notification  relates  to  a  portion  of  the  filing checked above,
Identify the  Item(s)  to  which  the  notification  relates:


PART  I  -  REGISTRANT  INFORMATION

                            Nighthawk Systems, Inc.
                            -------------------------
                            Full Name of Registrant

                            Former Name if Applicable

                            10715 Gulfdale, Suite 200
                          ----------------------------
            Address of Principal Executive Office (Street and Number)

                            San Antonio, Texas 78216
                          ---------------------------
                            City, State and Zip Code

PART  II  -  RULES  12B-25(B)  AND  (C)

If  the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be  completed.  (Check  box  if  appropriate)


[ ]  (a)  The  reasons  described  in reasonable detail in Part III of this form
     could  not  be  eliminated  without  unreasonable  effort  or  expense;
[X]  (b)  The  subject  annual  report, semi-annual report, transition report on
     Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed
     on  or before the fifteenth calendar day following the prescribed due date;
     or  the  subject  quarterly  report  of  transition report on Form 10-Q, or
     portion thereof will be filed on or before the fifth calendar day following
     the  prescribed  due  date;  and
[ ]  (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
     has  been  attached  if  applicable.

PART  III  -  NARRATIVE

State  below  in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR,  or  the  transition report or portion thereof, could not be filed within
the  prescribed  time  period.

THE  REGISTRANT'S  QUARTERLY REPORT ON FORM 10-QSB COULD NOT BE TIMELY FILED DUE
TO THE AUDITORS NOT HAVING SUFFICIENT TIME TO COMPLETE THEIR REVIEW PROCESS.  WE
EXPECT TO FILE THE FINAL FORM 10-QSB BEFORE THE TIME PERMITTED BY THE EXTENSION.

PART  IV  -  OTHER  INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
Notification.

H.  Douglas  Saathoff  210-341-4811
- -----------------------------------
 (Name)               (Area  Code)    (Telephone  Number)

(2)  Have  all  other periodic reports required under Section 13 or 15(d) of the
Securities  Exchange  Act of 1934 or Section 30 of the Investment Company Act of
1940  during  the  preceding  12  months  or  for  such  shorter period that the
registrant  was  required  to  file  such report(s) been filed? If answer is no,
identify  report(s).  [X]Yes  [  ]No

(3)  Is it anticipated that any significant change in results of operations from
the  corresponding  period  for  the  last  fiscal year will be reflected by the
earnings  statements  to  be  included in the subject report or portion thereof?
[  ]Yes  [X]No

 If  so,  attach  an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of  the  results  cannot  be  made.



                              Nighthawk  Systems,  Inc.
                              -------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to  be  signed on its behalf by the undersigned
hereunto  duly  authorized.

Date:  November  15,  2004          By:  /s/     H.  Douglas  Saathoff
                                         ---------------------------------------
                                         Chief  Financial and Operating Officer,
                                        Corporate  Secretary