EXHIBIT  32.1

                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)

Pursuant  to  section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
(b)  of  section  1350,  chapter  63  of  title  18,  United  States  Code), the
undersigned  officer  of  Nighthawk  Systems,  Inc.,  a  Nevada corporation (the
"Company"),  does  hereby  certify,  to  such  officer's  knowledge,  that:

The  Annual  Report  on  Form  10-KSB for the year ending December 31, 2005 (the
"Form  10-KSB  ") of the Company fully complies with the requirements of Section
13(a)  or  15(d)  of  the  Securities  Exchange Act of 1934, and the information
contained  in  the  Form  10-KSB  fairly presents, in all material respects, the
financial  condition  and  results  of  operations  of  the  Company.

Date:  April  14,  2006

     By:  /s/  H.  Douglas  Saathoff
          ----------------------
     H.  Douglas  Saathoff
         Chief  Executive  Officer
         and  Principal  Accounting  and  Financial  Officer