Exhibit 31

    CHANTICLEER HOLDINGS, INC. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2006
      CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
            PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael D. Pruitt, certify that:

1.    I have  reviewed  this  quarterly  report  on  Form  10-Q  of  Chanticleer
      Holdings, Inc. (the registrant);
2.    Based on my knowledge,  this quarterly  report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the  circumstances  under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;
3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  quarterly  report,  fairly  present in all
      material respects the financial condition,  results of operations and cash
      flows of the  registrant  as of, and for,  the periods  presented  in this
      quarterly report;
4.    I am responsible for establishing and maintaining  disclosure controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the registrant and have;
            a)    designed such disclosure  controls and  procedures,  or caused
                  such  disclosure  controls and procedures to be designed under
                  my supervision,  to ensure that material  information relating
                  to the registrant, is made known to me by others, particularly
                  during the period in which this report is being prepared;
            b)    evaluated the  effectiveness  of the  registrant's  disclosure
                  controls  and  procedures  and  presented  in this  report  my
                  conclusions about the effectiveness of the disclosure controls
                  and  procedures,  as of the end of the period  covered by this
                  report based on such evaluation; and
            c)    disclosed  in  this  report  any  change  in the  registrant's
                  internal  controls  over  financial  reporting  that  occurred
                  during  the  registrant's  current  fiscal  quarter  that  has
                  materially  affected,  or is  reasonably  likely to materially
                  affect,  the  registrant's  internal  control  over  financial
                  reporting; and;
5.    I have disclosed,  based on my most recent  evaluation of internal control
      over  financial  reporting,  to the  registrant's  auditors  and the audit
      committee of the  registrant's  board of directors (or persons  performing
      the equivalent functions):
            a)    all significant  deficiencies  and material  weaknesses in the
                  design  or  operation  of  internal   control  over  financial
                  reporting which are reasonably  likely to adversely affect the
                  registrant's ability to record, process,  summarize and report
                  financial information; and
            b)    any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal control over financial reporting.


                                                     /s/ Michael D. Pruitt
                                                     ---------------------------
                                                     Michael D. Pruitt
                                                     Chief Executive Officer
                                                     (and equivalent of CFO)
                                                     May 9, 2006