Exhibit 32

    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 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Michael D. Pruitt, certify that

      1.    I am the Chief Executive Officer of Chanticleer Holdings, Inc.
      2.    Attached to this  certification  is Form 10-Q for the quarter  ended
            March 31, 2006, a periodic  report (the "periodic  report") filed by
            the issuer  with the  Securities  Exchange  Commission  pursuant  to
            Section  13(a) or 15(d) of the  Securities  and Exchange Act of 1934
            (the "Exchange Act"), which contains financial statements.
      3.    I hereby  certify,  pursuant to 18 U.S.C.  Section  1350, as adopted
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
                  o     The periodic report containing the financial  statements
                        fully complies with the requirements of Section 13(a) or
                        15(d) of the Exchange Act, and
                  o     The information in the periodic report fairly  presents,
                        in all material  respects,  the financial  condition and
                        results of  operations  of the  issuer  for the  periods
                        presented.


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

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

This  certification will not be deemed "filed" for purposes of Section 18 of the
Securities  Exchange Act of 1934, or otherwise  subject to the liability of that
section.  This  certification will not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933 or the Securities  Exchange Act
of 1934 even if the document  with which it is submitted to the  Securities  and
Exchange Commission is so incorporated by reference.