UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   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

                       For the period ended: June 30, 2004
                       [ ] 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:

PART  I  -  REGISTRANT  INFORMATION

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;

[X](b)  The subject annual report, semi-annual report, transition report on 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 of 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  -  NARRATIVE

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 auditors not having sufficient time to complete their review process.  We
fully  expect  to  file  the final Form 10-KSB before the time permitted by this
extension.

PART  IV  -  OTHER  INFORMATION

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

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:  August  16,  2004          By:  /s/     H.  Douglas  Saathoff
                                       -----------------------------
                                       Chief  Financial and Operating Officer,
                                       Corporate  Secretary

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.

                                    ATTENTION
    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).