WASHINGTON, D.C.  20549

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                                                          SEC FILE NUMBER
                                                           CUSIP NUMBER

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

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

                      For the period ended: March 31, 2005
                       [ ] 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:

  Read Instruction (on back page) Before Preparing Form.  Please Print or Type.

     Nothing in this form shall be construed to imply that the Commission has
                   verified any information contained herein.

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


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;

     (b)  The  subject  annual  report, semi-annual report, transition report on
[x]       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 or 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.


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.

                         (Attach Extra Sheets if Needed)

The  Registrant's  quarterly report on Form 10-QSB could not be timely filed due
to  the executive officers of the Company not having sufficient time to complete
their  preparation  and  review process.  We fully expect to file the final Form
10-QSB  before  the  time  permitted  by  this  extension.


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

    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:  May  16,  2005                             By: /s/    H. Douglas Saathoff
                                                       Chief  Executive  Officer

INSTRUCTION.  The  form  may be signed by an executive officer of the registrant
or  by  any  other  duly  authorized  representative.  The name and title of the
person signing the form shall be typed or printed beneath the signature.  If the
statement  is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign  on  behalf  of  the  registrant  shall  be  filed  with  the  form.


    Intentional misstatements or omissions of fact constitute Federal Criminal
                        Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.             This  form  is required by Rule 12b-25 (17 CFR 240.12b-25) of the
General  Rules  and  Regulations  under  the  Securities  Exchange  Act of 1934.

2.             One  signed  original  and four conformed copies of this form and
amendments  thereto must be completed and filed with the Securities and Exchange
Commission,  Washington,  D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act.  The information contained in or filed with
the  form  will  be  made  a  matter  of  public record in the Commission files.

3.             A  manually  signed copy of the form and amendments thereto shall
be filed with each national securities exchange on which any class of securities
of  the  registrant  is  registered.

4.             Amendments to the notifications must also be filed on form 12b-25
but  need  not  restate information that has been correctly furnished.  The form
shall  be  clearly  identified  as  an  amended  notification.

5.             Electronic  Filers.  This  form  shall  not be used by electronic
filers  unable  to  timely  file a report solely due to electronic difficulties.
Filers  unable  to  submit  a  report  within  the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or Rule 202
of  Regulation  S-T  (  232.201  or  232.202  of  this  chapter) or apply for an
adjustment  in  filing date pursuant to Rule 13(b) of Regulation S-T ( 232.13(b)
of  this  chapter).