| 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))
                and
                internal control over financial reporting (as defined in Exchange
                Act
                Rules 13a-a15(f) and 15d-15(f) 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. | designed
                such internal control over financial reporting, or caused such internal
                control over financial reporting to be designed under my supervision,
                to
                provide reasonable assurance regarding the reliability of financial
                reporting and the preparation of financial statements for external
                purposes in accordance with generally accepted accounting
                principles; | 
| c. | 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 | 
| 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. | 
| November 14, 2008 | /s/ Michael D. Pruitt | ||
| Michael
                D. Pruitt Chief
                Executive Officer and Chief
                Financial Officer |