Exhibit 32.1

                           CHANTICLEER HOLDINGS, INC.
      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 and Chief Financial Officer of
            Chanticleer Holdings, Inc.

      2.    Attached to this certification is Form 10-K for the fiscal year
            ended December 31, 2005, 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.


October 20, 2006                        /s/ Michael D. Pruitt
                                        ----------------------------------------
                                        Michael D. Pruitt
                                        President, Chief Executive Officer
                                        and Chief Financial Officer

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.