| 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 control 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;  | 
| 5. | I
                  have disclosed, based on my most recent evaluation, 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 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  | 
| May
                  2, 2008 | /s/
                  Michael D. Pruitt | 
| Michael
                  D. Pruitt | |
| Chief
                  Executive Officer and | |
| Chief
                  Financial Officer |