Exhibit
31
CHANTICLEER
HOLDINGS, INC. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2007
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT
TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION
302 OF THE SARBANES-OXLEY ACT OF 2002
I,
Michael D. Pruitt, certify that:
| 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))
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 our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and 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
|
| d. |
disclosed
in this report any change in the registrant’s internal controls over
financial reporting that occurred during the registrant’s current fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting;
|
| 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; and
|
| 6. |
I
have indicated in this quarterly report whether there were significant
changes in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of my most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
|
| |
|
/s/
Michael D. Pruitt |
| |
|
Michael D. Pruitt |
| |
|
Chief Executive Officer and |
| |
|
Chief Financial Officer |
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|
May 11,
2007 |