November 24, 2014

United States Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549-3628

Attention: Linda Cvrkel, Branch Chief

Dear Ms. Cvrkel:

The purpose of this letter is to provide the Company’s response to the October 16, 2014 Comment Letter (the “Comment Letter”) to Mr. Eric S. Lederer, Chief Financial Officer of the Company.

Form 10-K for the Year Ended December 31, 2013

Statement of Stockholders’ Equity, page 35

As stated in our prior comment 4 response, the common stock issued was valued at the public offering price (actual trading price of the offering) of $4.50. The Company issued 219,248 shares at $4.50 per share and paid $490,615 in cash for the purchase of the South Africa Hooters non-controlling interest for a total of $1,477,266 representing the total fair value of the non-controlling interest reaquired by the Company. Therefore the Company recorded the following:

Chanticleer Holdings, Inc. · 7621 Little Avenue · Suite 414 · Charlotte, NC 28226

The carrying value of non-controlling interest totaled $295,662. The difference of $1,181,569 between the purchase price and the carrying value of non-controlling interest was allocated against additional paid in capital. In accordance with ASC 810, when a company reacquires some of its ownership interests held by a non-affiliated entity, the difference between total consideration paid and the carrying amount of non-controlling interest is recorded to APIC. The $490,615 (cash portion of the monitory interest payment) is included in the amount of $1,202,936, “Purchase of investments”, on the statement of cash flows.

Notes to the Financial Statements

Note 12. Income Taxes, page 60

COMMENT 2.

We note from your response to our prior comment 10 that the prior year deferred tax adjustment represents a true up of the Company’s components of its deferred tax assets, principally its net operating and capital loss carry forwards. Please provide us more details as to why this is not considered a correction of an error and accounted for in accordance with ASC 250-10-45. Please advise or revise accordingly.

Response: 

We evaluated ASC 250-10-45-22 through ASC 250-10-45-26 and noted that when financial statements are restated to correct an error, the entity shall disclose that its previously issued financial statements have been restated, along with a description of the nature of the error.

We considered ASC 250-10-45-27 and noted the true up was deemed to be immaterial to our financial statements on a quantitative and qualitative basis as there was no change in the reported net loss for the year or a change to the carrying values of the assets and liabilities as of December 31, 2013 as a result of this adjustment. Therefore due to the nature of this correction this was determined not to be an error that would require a restatement.

As illustrated below, the “true up” adjustment affected the deferred tax assets, principally its net operating and capital loss carry forwards. The offsetting adjustment is reflected in the change in the valuation allowance and therefore there is no impact on the statement of operations for any periods presented.

Chanticleer Holdings, Inc. · 7621 Little Avenue · Suite 414 · Charlotte, NC 28226

As can be seen above, regardless if the true up were recorded in 2013 or 2012 there would be no impact on the balance sheet or statement of operations.

Note 13. Stockholders’ Equity, page 62

Response: For our 10-Q filed on November 14, 2014, we have also included specific assumptions used in the Black-Scholes model which were used to determine the fair value of the warrants issued. We will disclose these assumptions in all our filings going forward. The assumptions for warrants issued in 2012, 2013 and for the three months ended March 31, 2014 are presented below:

Chanticleer Holdings, Inc. · 7621 Little Avenue · Suite 414 · Charlotte, NC 28226

Form 8-K filed September 17, 2014

The $3,677,067 allocated to non-controlling interest was calculated per below (original column):

When the Company filed Form 8-K/A, the details of the interest on the debt was not known. Subsequent to the filing of Form 8-K/A, it was determined that $123,333 of interest was assumed at the date of acquisition. As a result, we have allocated $123,333 of additional debt and revised the purchase price and the proforma financial information in our September 30, 2014 10Q filing.

Chanticleer Holdings, Inc. · 7621 Little Avenue · Suite 414 · Charlotte, NC 28226

In connection with the acquisition of the Australian entities, which are Hooters restaurants in Australia, the Company analyzed the acquisition to determine the purchase price allocation in consideration of all identifiable intangibles.  Based on our evaluation, there were no marketing related assets or customer related intangibles for which the purchase price would be required to be allocated. The Company is however required to pay royalties based on future sales to Hooters of America. For marketing related assets, the Company did not acquire the rights to any trademarks or trade names or enter into any non-compete agreements. The value of any franchise rights was determined to be de minimis given the franchise agreement provides no significant territorial exclusiveness and given the nominal value of any required franchise fees. For contract-based intangible assets, we have reviewed all possible intangibles related to the assets presented in ASC 805-20-55 Exhibit 2 and determined the value for these to be de minimis. The premium paid for the business represents the economic value which is not captured by other assets such as the reputation of the business, the value of its human capital, its future growth potential and its professional management. The acquisition of this business will help the Company expand its international operations and presence.

The Company will further elaborate on the purchase price allocation disclosures in future filings for all periods presented in the format and discussion herein.

Response:

Please refer to our response to Comment 4 above.

Chanticleer Holdings, Inc. · 7621 Little Avenue · Suite 414 · Charlotte, NC 28226