EXHIBIT 32.2

    CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Quarterly Report of Midnight Holdings Group, Inc.
(the "Company") on Form 10-QSB for the quarter ended June 30, 2005 filed with
the Securities and Exchange Commission (the "Report"), I, Richard Kohl, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S. C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

          (1)  The Report fully complies with the requirements of Section 13(a)
               of the Securities Exchange Act of 1934; and

          (2)  The information contained in the Report fairly presents, in all
               material respects, the consolidated financial condition of the
               Company as of the dates presented and the consolidated result of
               operations of the Company for the periods presented.



Date:    June 28, 2006              /s/ Richard Kohl
                                    -----------------------------------
                                    Richard Kohl
                                    Chief Financial Officer of
                                    Midnight Holdings Group, Inc.


This certification has been furnished solely pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

A signed original of this written statement required by Section 906 has been
provided to Midnight Holdings Group, Inc. and will be retained by Midnight
Holdings Group, Inc. and furnished to the Securities and Exchange Commission or
its staff upon request.