|  | 1. | I
      am the Chief Executive Officer and Chief Financial Officer of Chanticleer
      Holdings, Inc. | 
|  | 2. | Attached
      to this certification is Form 10-Q/A for the quarter ended March 31, 2009,
      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. | 
| /s/ Michael D. Pruitt | ||
| Michael
      D. Pruitt | ||
| Chief
      Executive Officer and | ||
| Chief
      Financial Officer |