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350
East Las Olas Boulevard
Las
Olas Centre II, Suite 1150
P.O.
Box 30310
Fort
Lauderdale, FL 33303-0310
954.462.4150
Main
954.462.4260
Fax
www.ralaw.com
|
United
States Securities and Exchange Commission
Division
of Corporate Finance
100
F Street, N.E.
Washington,
DC 20549-3628
Attention: Duc
Dang, Senior Counsel
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Re:
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Chanticleer
Holdings, Inc. (File No. 000-29507) (the “Company”)
Preliminary
Information Statement on Schedule 14C
Filed
November 24, 2010
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COMMENT
1.
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We
note that holders of approximately 55.9% of your shares consented to the
forward stock split. Please tell us how the written consents
were obtained in compliance with Regulation 14A or explain why such
regulation is not applicable. Please refer to Rule 14a-1(f) and
(l) of Regulation 14A.
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Response:
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The
Company has elected to withdraw its Preliminary Information Statement on
Schedule 14C with respect to its proposed forward stock
split. The Company will instead present the proposal for
approval to its stockholders at a special meeting of
stockholders. We have prepared and filed a Preliminary Proxy
Statement on Schedule 14A with respect to said
proposal.
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Sincerely, | |||
ROETZEL & ANDRESS | |||
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By:
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/s/ Clint J. Gage | |
Clint J. Gage, Esq. |
New York
|
Cleveland
|
Toledo
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Akron
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Columbus
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Cincinnati
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Washington, D.C.
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Tallahassee
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Orlando
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Fort
Myers
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Naples
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Fort Lauderdale
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Attention:
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Duc
Dang, Senior Counsel
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Re:
|
Chanticleer
Holdings, Inc. (File No. 000-29507) (the
“Company”)
|
|
·
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the
Company is responsible for the adequacy and accuracy of the disclosure in
the filings;
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|
·
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staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the
filings; and
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|
·
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the
Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
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Sincerely, | |||
CHANTICLEER HOLDINGS, INC. | |||
|
By:
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/s/ Michael D. Pruitt | |
Michael D. Pruitt | |||
Chief Executive Officer |