Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                             NIGHTHAWK SYSTEMS, INC.

     Pursuant  to  the applicable provisions of the Nevada Business Corporations
Act,  Nighthawk  Systems,  Inc.  (the  "Corporation")  adopts  the  following
Certificate  of  Amendment to its Amended and Restated Articles of Incorporation
by  stating  the  following:

     FIRST:  The  present  name  of  the  Corporation is Nighthawk Systems, Inc.

     SECOND:  The  following  amendment  to its Amended and Restated Articles of
Incorporation  was adopted by a majority vote of shareholders of the corporation
on  January  6,  2005  in  the  manner  prescribed  by  Nevada  law.

     1.  Article  IV  is  amended  to  read  as  follows:

     Capitalization.  (a)  Common Stock. The Corporation shall have authority to
     issue  200,000,000  shares  of  common  stock having a par value of one mil
     ($0.001).  All  common  stock of the Corporation shall be of the same class
     and  shall have the same rights and preferences. Fully paid common stock of
     this  corporation  shall  not be liable for further call or assessment. The
     authorized  common  shares  shall  be  issued  at  the  discretion  of  the
     Directors. (b) Preferred Stock. The Corporation shall have the authority to
     issue  5,000,000  shares  of  preferred  stock  each  having a par value of
     $0.001,  with  such rights, preferences and designations as to be issued in
     such  series  as  determined  by the Board of Directors of the Corporation.

The  number of shares of the Corporation outstanding at the time of the adoption
of  the  foregoing  was  30,622,518  and  the  number of shares entitled to vote
thereon  was  the  same.  The  number  of  shares  consenting  to the action was
17,833,098.  The shareholders consenting to the action represented a majority of
the  issued  and  outstanding  shares.

     Effective  this  6th  day  of  January  2005.


                                           ---------------------------------
                                           H. Douglas Saathoff
                                           Chief Executive Officer