Exhibit 31.1

                           Chanticleer Holdings, Inc.
              Form 10-K for the fiscal year ended December 31, 2005
    Certification of the Chief Executive Officer and Chief Financial Officer
         Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934

I, Michael D. Pruitt, certify that:

1.    I have reviewed this Annual Report on Form 10-K of Chanticleer Holdings,
      Inc;

2.    Based on my knowledge, this annual report does not contain any untrue
      statements 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 annual report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this annual 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 annual
      report;

4.    I am responsible for establishing and maintaining disclosure controls and
      procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
      registrant and have;

      a)    Designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this annual
            report is being prepared;

      b)    Evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of the date of this annual report (the "Evaluation
            Date"); and

      c)    Presented in this annual report my conclusions about the
            effectiveness of the disclosure controls and procedures based on my
            evaluation as of the Evaluation Date;

5.    I have disclosed, based on my most recent evaluation, to the registrant's
      auditors and the audit committee of registrant's board of directors (or
      persons performing the equivalent functions);

      a)    All significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditor any material weaknesses in
            internal controls; and

      b)    Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    I have indicated in this annual report whether there were significant
      changes in internal controls or in other factors that could significantly
      affect internal controls subsequent to the date of my most recent
      evaluation, including any corrective actions with regard to significant
      deficiencies and material weaknesses.


Date: March 28, 2006                    /s/ Michael D. Pruitt
                                        ------------------------------------
                                        President and Chief Executive Officer
                                        (principal executive officer and
                                        principal financial officer)


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