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
 
January 24, 2011
 
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549-3628
Attention:                      Duc Dang, Senior Counsel
  
 
 
Re:
Chanticleer Holdings, Inc. (File No. 000-29507) (the “Company”)
Preliminary Information Statement on Schedule 14C
Filed November 24, 2010

Dear Mr. Dang:
 
The purpose of this letter is to provide the Company’s response to the December 7, 2010 Comment Letter (the “Comment Letter”) to Mr. Michael D. Pruitt, Chief Executive Officer of the Company.
 
General
 
COMMENT 1.
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.
 
 
Response:
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.
 
We would appreciate the cooperation of Staff in working with us to address any future comments the Staff may have.  We welcome the opportunity to speak with Staff members directly in an effort to expedite any review.
 
  Sincerely,  
     
  ROETZEL & ANDRESS  
       
 
By:
/s/ Clint J. Gage  
    Clint J. Gage, Esq.  
 
 
New York
Cleveland
Toledo
Akron
Columbus
Cincinnati
Washington, D.C.
Tallahassee
Orlando
Fort Myers
Naples
Fort Lauderdale
 
 
 
 
 
CHANTICLEER HOLDINGS, INC.
11220 Elm Lane
Suite 203
Charlotte, NC 28277


January 24, 2011

United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, DC 20549-3628

Attention:
Duc Dang, Senior Counsel

Re:
Chanticleer Holdings, Inc. (File No. 000-29507) (the “Company”)

Dear Mr. Dang:

Please accept this letter as the Company’s acknowledgement of the following facts in connection with its filings with the United States Securities and Exchange Commission:
 
 
·
the Company is responsible for the adequacy and accuracy of the disclosure in the filings;
 
 
·
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
 
 
·
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.
 
 
  Sincerely,  
     
  CHANTICLEER HOLDINGS, INC.  
       
 
By:
/s/ Michael D. Pruitt  
    Michael D. Pruitt  
    Chief Executive Officer