August 8, 2008
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Larry Spirgel
Assistant Director
United States Securities and Exchange Commission
Washington D.C. 20549
Re: U.S. Securities and Exchange Commission (the “Commission”) response letter dated July 25, 2008, File No. 0-30786
Dear Mr. Spirgel,
As required by your letter dated July 25, 2008, the Company acknowledges the following:
1)
The Company understands that until we file audited financial statements of the Set Top Box business of Eagle Broadband, Inc. for the time span required under Rule 8-04 of Regulation S-X and the pro forma financial information required under Rule 8-05 of Regulation S-X, our ability to conduct public offerings of our securities may be restricted. In addition, we may not be permitted to make offerings under Rule 505 and Rule 506 of Regulation D where any purchasers are not accredited investors under Rule 501(a) of that Regulation, until we file the required financial statements. We understand these restrictions do not apply to:
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offerings or sales of securities upon the conversion of outstanding convertible securities or upon the exercise of outstanding reinvestment plans;
·
dividend or interest reinvestment plans;
·
employee benefit plans;
·
transactions involving secondary offerings; or
·
sales of securities under Rule 144.
2)
Further, we understand that upon our filing of audited financial statements that include the post-acquisition results or operations of the acquired business for an appropriate period, you will, upon our request, consider accepting audited financial statements for a period of time less than that required under Rule 8-04 of Regulation S-X.
Please contact us with any follow up questions or comments you may have.
Respectfully,
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/s/ H. Douglas Saathoff |
H. Douglas Saathoff Chief Executive Officer |
NIGHTHAWK SYSTEMS, INC. EXECUTIVE OFFICES
10715 Gulfdale, Ste. 200 San Antonio, Texas 78216
Phone: (210) 341-4811 Fax: (210) 341-2011
www.nighthawksystems.com