Exhibit 31.1
CHANTICLEER
HOLDINGS, INC. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2012
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 Report on Form 10-Q of Chanticleer Holdings, Inc. (the registrant); |
| 2. | Based on
my knowledge, this 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 report; |
| 3. | Based on
my knowledge, the financial statements, and other financial information
included in this 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 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)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-a15(f) and 15d-15(f) 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, including
its consolidated subsidiaries, is made known to me by others within
those entities, 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
my supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the 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 (the registrant’s fourth fiscal quarter
in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s
internal control over financial reporting; and; |
| 5. | I have disclosed,
based on my most recent evaluation of internal control over financial
reporting, 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 and material weaknesses in the design or operation of
internal controls which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and report
financial information; 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. |
May 11, 2012 |
/s/ Michael D. Pruitt |
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Michael D. Pruitt |
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Chief Executive Officer and |
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Chief Financial Officer |
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