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 September 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

                         November 22,  2004