WASHINGTON, D.C. 20549

                                   FORM 12B-25

                        Commission File Number 000-30786

                           NOTIFICATION OF LATE FILING

[ ] Form  10-K          [ ] Form  11-K          [ ] Form  20-F
[x] Form  10-Q          [ ] Form  N-SAR

                      For Period Ended: March 31, 2006

[ ] Transition  Report  on  Form  10-K    [ ] Transition  Report  on  Form  10-Q
[ ] Transition  Report  on  Form  20-F    [ ] Transition  Report  on  Form N-SAR

     For  the  Transition  Period Ended: _______________________________________

     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:

                                     PART I
                             REGISTRANT INFORMATION

Full  name  of  registrant     Nighthawk Systems, Inc.
Former  name  if  applicable
Address of principal executive office   10715 Gulfdale, Ste. 200
City,  state  and  zip  code            San Antonio, Texas  78216

                                     PART II
                             RULE 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

          (b)  The subject  annual  report,  semi-annual  report,  transition
               report  on Form 10-K, 20-F, 11-K or Form 10-Q, or portion thereof
[X]            will  be  filed  on or before the 15th 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.

                                    PART III

     State  below  in  reasonable  detail the reasons why Form 10-K, 11-K, 20-F,
10-Q,  N-SAR  or the transition report 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  executive  officer of the Company and the Company's auditors not having
sufficient  time  to  complete  their  review  process.

                                     PART IV
                                OTHER INFORMATION

(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 the 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
thereunto  duly  authorized.

Date:  May 15,  2006          By:  /s/    H. Douglas Saathoff
                                      Chief  Executive  Officer