| 1. | I
                am the Chief Executive Officer and Chief Financial Officer of Chanticleer
                Holdings, Inc. | 
| 2. | Attached
                to this certification is Form 10-Q for the quarter ended September
                30,
                2007, 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 | 
| · | The
                periodic report containing the financial statements fully complies
                with
                the requirements of Section 13(a) or 15(d) of the Exchange Act,
                and | 
| · | 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. | 
| November 9, 2007 | /s/ Michael D. Pruitt | ||
| Michael
                D. Pruitt Chief
                Executive Officer and  Chief
                Financial Officer |