UNITED
STATES SECURITIES AND EXCHANGE COMMISSION





WASHINGTON,
DC  20549





FORM
10-Q/A





Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934





For
Quarter
Ended:                             June 30, 2009





Commission
File
Number:                 000-29507





CHANTICLEER HOLDINGS,
INC.


(Exact
name of registrant as specified in its charter)





Delaware
                20-2932652(State
      or Jurisdiction of
                (IRS
      Employer ID No)Incorporation
      or Organization)





4201 Congress Street, Suite
145, Charlotte, NC  28209


(Address
of principal executive office) (zip code)





(704)
366-5122


(Issuer’s
telephone number)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter periods as the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes x  No  ̈.





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer,” accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.  (Check one):





Large
accelerated filer  ̈
Accelerated filer  ̈
Non-accelerated filer  ̈ Smaller reporting
company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes  ̈ No x.





The
number of shares outstanding of registrant’s common stock, par value $.0001 per
share, as of July 31, 2009, was 971,376 shares.





EXPLANATORY
NOTE





We filed
our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 on August
11, 2009 (the "Original Report").  We are filing this Amendment No. 1
on Form 10-Q/A (this "Amendment") to make the following changes:





·
            Reclassify
      the write-off of previously capitalized deferred acquisition costs
      pursuant to paragraph 59 of SFAS 141(R) which became effective on January
      1, 2009,


·
            Revise
      and expand disclosure of investments in Note
4,


·
            Revise
      and expand disclosure regarding liquidity and capital
      resources,


·
            Revise
      and expand disclosure in Item 4,
and


·
            Provide
      currently dated Exhibit Nos. 31-1 and
32-1.





This
Amendment is being filed in response to comments we received from the staff of
the Division of Corporation Finance of the Securities and Exchange Commission
(the "SEC") in connection with the staff's review of the Original
Report.  We have made no attempt in this Amendment to modify or update
the disclosures presented in the Original Report other than as noted in the
previous paragraph.  Also, this Amendment does not reflect events
occurring after the filing of the Original Report.  Accordingly, this
Amendment should be read in conjunction with the Original Report and our other
filings with the SEC subsequent to the filing of the Original
Report.


2





Chanticleer
Holdings, Inc. and Subsidiaries





INDEX




PageNo.Part
      I
                    Financial
      Information (unaudited)
                    
                    4Item
      1:
                    Condensed
      Consolidated Financial Statements
                    
                    4Balance
      Sheets as of June 30, 2009 and December 31, 2008
                    
                    4Statements
      of Operations – For the Three Months Ended June 30, 2009 and
      2008
                    
                    5Statements
      of Operations – For the Six Months Ended June 30, 2009 and
      2008
                    
                    6Statements
      of Cash Flows – For the Six Months Ended June 30, 2009 and
      2008
                    
                    7Notes
      to Financial Statements
                    
                    8Item
      2:
                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                    
                    18Item
      3:
                    Quantitative
      and Qualitative Disclosure about Market Risk
                    
                    22Item
      4:
                    Controls
      and Procedures
                    
                    22Part
      II
                    Other
      Information
                    
                    24Item
      1:
                    Legal
      Proceedings
                    
                    24Item
      1A:
                    Risk
      Factors
                    
                    24Item
      2:
                    Unregistered
      Sales of Equity Securities and Use of Proceeds
                    
                    24Item
      3:
                    Defaults
      Upon Senior Securities
                    
                    24Item
      4:
                    Submission
      of Matters to a Vote of Security Holders
                    
                    24Item
      5:
                    Other
      Information
                    
                    24Item
      6:
                    Exhibits
                    
                    24


3





PART
1:  FINANCIAL INFORMATION


ITEM
1:  CONDENSED FINANCIAL STATEMENTS





Chanticleer
Holdings, Inc. and Subsidiaries


Consolidated
Balance Sheets


June
30, 2009 (Unaudited) and December 31, 2008





2009
                    
                    
                    2008ASSETSCurrent
      assets:Cash
      and cash equivalents
                    
                    $
                    284,055
                    
                    
                    $
                    14,151Accounts
      receivable
                    
                    
                    12,157
                    
                    
                    
                    -Marketable
      securities
                    
                    
                    483,000
                    
                    
                    
                    -Due
      from affiliate
                    
                    
                    192,650
                    
                    
                    
                    5,150Prepaid
      expenses
                    
                    
                    -
                    
                    
                    
                    4,255Total
      current assets
                    
                    
                    971,862
                    
                    
                    
                    23,556Property
      and equipment, net
                    
                    
                    31,010
                    
                    
                    
                    36,161Deferred
      acquisition costs
                    
                    
                    -
                    
                    
                    
                    279,050Investments
      at fair value
                    
                    
                    44,263
                    
                    
                    
                    108,545Other
      investments, principally accounted for under the equity
    method
                    
                    
                    1,449,098
                    
                    
                    
                    1,773,969Deposits
                    
                    
                    28,980
                    
                    
                    
                    3,980Total
      assets
                    
                    $
                    2,525,213
                    
                    
                    $
                    2,225,261LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Accounts
      payable
                    
                    $
                    171,866
                    
                    
                    $
                    178,325Accrued
      expenses
                    
                    
                    500
                    
                    
                    
                    500Notes
      payable
                    
                    
                    600,000
                    
                    
                    
                    500,000Deferred
      revenue
                    
                    
                    208,333
                    
                    
                    
                    -Due
      to related party
                    
                    
                    79,611
                    
                    
                    
                    7,300Total
      current liabilities
                    
                    
                    1,060,310
                    
                    
                    
                    686,125Commitments
      and contingenciesStockholders'
      equity:Common
      stock, $.0001 par value.  Authorized 200,000,000 shares; issued
      and outstanding 946,376 shares at June 30, 2009 and at December 31,
      2008
                    
                    
                    946
                    
                    
                    
                    946Additional
      paid in capital
                    
                    
                    4,642,347
                    
                    
                    
                    4,642,347Accumulated
      deficit
                    
                    
                    (3,178,390
                    )
                    
                    
                    (3,104,157
                    )Total
      stockholders' equity
                    
                    
                    1,464,903
                    
                    
                    
                    1,539,136Total
      liabilities and stockholders' equity
                    
                    $
                    2,525,213
                    
                    
                    $
                    2,225,261





See
accompanying notes to condensed consolidated financial
statements.


4





Chanticleer
Holdings, Inc. and Subsidiaries


Consolidated
Statements of Operations


For
the Three Months Ended June 30, 2009 and 2008


(Unaudited)





2009
                
                
                2008Management
      and consulting revenueAffiliate
                
                $
                25,000
                
                
                $
                25,000Other
                
                
                109,750
                
                
                
                -134,750
                
                
                
                25,000Expenses:General
      and administrative expense
                
                
                189,237
                
                
                
                392,367Asset
      impairment
                
                
                -
                
                
                
                137,730189,237
                
                
                
                530,097Loss
      from operations before income taxes
                
                
                (54,487
                )
                
                
                (505,097
                )Income
      taxes
                
                
                -
                
                
                
                -Loss
      from operations
                
                
                (54,487
                )
                
                
                (505,097
                )Other
      income (expense)Unrealized
      gain from marketable equity securities
                
                
                357,000
                
                
                
                22,500Realized
      gain from sales of investments
                
                
                50,000
                
                
                
                -Equity
      in earnings of investments
                
                
                11,500
                
                
                
                (3,100
                )Interest
      expense
                
                
                (1,521
                )
                
                
                (5,947
                )Total
      other income (expense)
                
                
                416,979
                
                
                
                13,453Net
      loss
                
                
                362,492
                
                
                
                (491,644
                )Other
      comprehensive loss:Unrealized
      loss on available-for-sale securities
                
                
                -
                
                
                
                (449,970
                )Net
      comprehensive loss
                
                $
                362,492
                
                
                $
                (941,614
                )Net
      loss per share, basic and diluted
                
                $
                0.38
                
                
                $
                (0.55
                )Weighted
      average shares outstanding
                
                
                946,376
                
                
                
                893,312





See
accompanying notes to condensed consolidated financial
statements.


5





Chanticleer
Holdings, Inc. and Subsidiaries


Consolidated
Statements of Operations


For
the Six Months Ended June 30, 2009 and 2008


(Unaudited)





2009
                
                
                2008(RestatedNote 7)Management
      and consulting revenueAffiliate
                
                $
                50,000
                
                
                $
                50,000Other
                
                
                188,728
                
                
                
                128,555238,728
                
                
                
                178,555Expenses:General
      and administrative expense
                
                
                394,241
                
                
                
                691,010Acquisition
      related costs
                
                
                279,050
                
                
                
                -Asset
      impairment
                
                
                -
                
                
                
                137,730673,291
                
                
                
                828,740Loss
      from operations before income taxes
                
                
                (434,563
                )
                
                
                (650,185
                )Income
      taxes
                
                
                -
                
                
                
                -Loss
      from operations
                
                
                (434,563
                )
                
                
                (650,185
                )Other
      income (expense)Unrealized
      gain from marketable equity securities
                
                
                357,000
                
                
                
                5,000Realized
      loss from sale of investments
                
                
                (14,282
                )
                
                
                -Equity
      in earnings of investments
                
                
                23,000
                
                
                
                248Interest
      expense
                
                
                (5,388
                )
                
                
                (7,994
                )Total
      other income (expense)
                
                
                360,330
                
                
                
                (2,746
                )Net
      loss
                
                
                (74,233
                )
                
                
                (652,931
                )Other
      comprehensive loss:Unrealized
      loss on available-for-sale securities
                
                
                -
                
                
                
                (470,908
                )Net
      comprehensive loss
                
                $
                (74,233
                )
                
                $
                (1,123,839
                )Net
      loss per share, basic and diluted
                
                $
                (0.08
                )
                
                $
                (0.75
                )Weighted
      average shares outstanding
                
                
                946,376
                
                
                
                876,247





See
accompanying notes to condensed consolidated financial
statements.


6





Chanticleer
Holdings, Inc. and Subsidiaries


Consolidated
Statements of Cash Flows


For
the Six Months Ended June 30, 2009 and 2008


(Unaudited)





2009
                    
                    
                    2008Cash
      flows from operating activitiesNet
      loss
                    
                    $
                    (74,233
                    )
                    
                    $
                    (652,931
                    )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Change
      in unrealized (gain) loss of marketable securities
                    
                    
                    (357,000
                    )
                    
                    
                    (5,000
                    )Depreciation
                    
                    
                    6,001
                    
                    
                    
                    5,859Equity
      in (earnings) loss of investments
                    
                    
                    (23,000
                    )
                    
                    
                    (248
                    )Common
      stock issued for services
                    
                    
                    -
                    
                    
                    
                    7,993Realized
      losses
                    
                    
                    14,282
                    
                    
                    
                    -Acquisition
      related costs
                    
                    
                    279,050
                    
                    
                    
                    -Asset
      impairment
                    
                    
                    -
                    
                    
                    
                    137,730Change
      in other assets and liabilities:(Increase)
      decrease in accounts receivable
                    
                    
                    (12,157
                    )
                    
                    
                    -(Increase)
      decrease in prepaid expenses and other assets
                    
                    
                    (20,745
                    )
                    
                    
                    9,500Increase
      (decrease) in accounts payable and accrued expenses
                    
                    
                    (6,459
                    )
                    
                    
                    107,434Loan
      from related party
                    
                    
                    72,311
                    
                    
                    
                    -Increase
      (decrease) in deferred revenue
                    
                    
                    (166,667
                    )
                    
                    
                    (128,555
                    )Net
      cash used in operating activities
                    
                    
                    (288,617
                    )
                    
                    
                    (518,218
                    )Cash
      flows from investing activitiesPurchase
      of fixed assets
                    
                    
                    (850
                    )
                    
                    
                    (1,822
                    )Purchase
      of investments
                    
                    
                    (62,500
                    )
                    
                    
                    (120,000
                    )Distributions
      from equity investments
                    
                    
                    64,371
                    
                    
                    
                    23,000Advance
      to Chanticleer Investors LLC
                    
                    
                    (187,500
                    )
                    
                    
                    -Deferred
      acquisition costs
                    
                    
                    -
                    
                    
                    
                    (233,050
                    )Proceeds
      from sale of investments
                    
                    
                    645,000
                    
                    
                    
                    -Net
      cash provided by (used in) operating activities
                    
                    
                    458,521
                    
                    
                    
                    (331,872
                    )Cash
      flows from financing activitiesProceeds
      from sale of common stock
                    
                    
                    -
                    
                    
                    
                    752,208Cash
      overdraft
                    
                    
                    -
                    
                    
                    
                    (25,736
                    )Loan
      proceeds
                    
                    
                    100,000
                    
                    
                    
                    293,228Net
      cash provided by financing activities
                    
                    
                    100,000
                    
                    
                    
                    1,019,700Net
      increase in cash and cash equivalents
                    
                    
                    269,904
                    
                    
                    
                    169,610Cash
      and cash equivalents, beginning of period
                    
                    
                    14,151
                    
                    
                    
                    183Cash
      and cash equivalents, end of period
                    
                    $
                    284,055
                    
                    
                    $
                    169,793Supplemental
      cash flow informationCash
      paid for interest and income taxes:Interest
                    
                    $
                    3,866
                    
                    
                    $
                    2,047Income
      taxes
                    
                    
                    -
                    
                    
                    
                    -Non-cash
      investing and financing activities:Exchange
      of investment in oil and gas properties for marketable equity
      securities
                    
                    
                    126,000
                    
                    
                    
                    -





See
accompanying notes to condensed consolidated financial
statements.


7





Chanticleer
Holdings, Inc. and Subsidiaries


Notes
to Consolidated Financial Statements


(Unaudited)





NOTE 1:
              NATURE
      OF BUSINESS





(1)
            Organization – The
      consolidated financial statements include the accounts of Chanticleer
      Holdings, Inc. (“Holdings”) and its wholly owned subsidiaries Chanticleer
      Advisors LLC (“Advisors”), Avenel Ventures LLC ("Ventures") and Avenel
      Financial Services LLC ("Financial") (collectively the “Company”,
      "Companies," “we”, or “us”).  All significant intercompany
      balances and transactions have been eliminated in
      consolidation.  Holdings was organized October 21, 1999, under
      the laws of the State of Delaware.  On April 25, 2005, the
      Company formed a wholly owned subsidiary, Chanticleer Holdings,
      Inc.  On May 2, 2005, Tulvine Systems, Inc. merged with and
      changed its name to Chanticleer Holdings, Inc.  Ventures has
      entered into consulting agreements with two clients and has received
      common stock from the clients for its business management and consulting
      services.  Financial was organized to provide unique financial
      services to the restaurant, real estate development, investment
      advisor/asset management and philanthropic
      organizations.  Initial services have not yet commenced and are
      expected to include captive insurance, CHIRA and trust
      services.





The
Company formed Chanticleer Holdings, Ltd.,("CHL") a Jersey corporation, during
the first quarter of 2009.  The Company plans to transfer the
franchise rights for South Africa to this company and raise funds in Germany to
fund initial development of four planned Hooters restaurant
locations.  The Company is in a 50/50 joint venture with another
company which will fund one-half of the costs.  CHL is not active at
June 30, 2009.





On July
31, 2006, the Company formed Chanticleer Investors II, LLC (“Investors
II”).  Investors II began raising funds in January 2007 for the
purpose of investing in publicly traded value securities and is managed by
Advisors.





(2)
            Shareholder Actions –
      The holders of a majority of the Company’s issued and outstanding common
      stock, pursuant to a written consent in lieu of a meeting, in accordance
      with the Company’s certificate of incorporation and Delaware General
      Corporation Law Section 228, have approved: (i) the withdrawal of the
      Company’s election to be treated as a BDC under the 1940 Act and (ii) the
      reverse split of the Company’s issued and outstanding common stock at a
      ratio of 1:10.





Withdrawal
of the Company’s election to be treated as a BDC under the 1940 Act became
effective on July 21, 2008, when the Company filed Form N-54c with the U.S.
Securities and Exchange Commission (“SEC”).


8





The 1:10
reverse split of the Company’s issued and outstanding common stock was effective
on July 17, 2008, at which time the Company began trading under a new symbol on
the OTC Bulletin Board (CCLR).  All share amounts and transactions
have been restated to give effect to the reverse split as if it happened at the
beginning of the earliest period presented.





(3)
            General - The financial
      statements included in this report have been prepared by the Company
      pursuant to the rules and regulations of the Securities and Exchange
      Commission for interim reporting and include all adjustments (consisting
      only of normal recurring adjustments) that are, in the opinion of
      management, necessary for a fair presentation.  These financial
      statements have not been audited.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted pursuant to such rules
and regulations for interim reporting.  The Company believes that the
disclosures contained herein are adequate to make the information presented not
misleading.  However, these financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company’s Annual Report for the period ended December 31, 2008, which is
included in the Company’s Form 10-K.





In
preparing the accompanying unaudited condensed consolidated financial
statements, the Company has reviewed, as determined necessary by the Company's
management, events that have occurred after June 30, 2009, up until the issuance
of the financial statements, which occurred on August 10, 2009.




(4)
            New accounting
      pronouncements




On April
9, 2009, the Financial Accounting Standards Board ("FASB") issued Staff Position
SFAS 107-1 and Accounting Principles Board ("APB") Opinion No. 28-1, "Interim
Disclosures about Fair Value of Financial Instruments," to require disclosures
about fair value of financial instruments in interim financial statements as
well as in annual financial statements.  APB 28-1 amends APB Opinion
No. 28, "Interim Financial Reporting," to require those disclosures in all
interim financial statements.  FSP 107-1 and APB 28-1 are effective
for interim periods ending after June 15, 2009 and the Company has adopted them
in the second quarter of 2009.





On April
9, 2009, the FASB issued Staff Position SFAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP
157-4").  FSP 157-4 provides additional guidance in estimating fair
value under Statement No. 157, "Fair Value Measurements" ("SFAS 157"), when the
volume and level of transaction activity for an asset or liability have
significantly decreased in relation to normal market activity for the asset or
liability.  FSP 157-4 also provides additional guidance on
circumstances that may indicate a transaction is not orderly.  FSP
157-4 is effective for interim periods ending after June 15,
2009.  FSP 157-4 did not have a significant impact on the Company's
financial position, results of operations, cash flows, or disclosures for second
quarter 2009.


9





On April
9, 2009, the FASB issued Staff Position SFAS 115-2 and SFAS 124-2 "Recognition
and Presentation of Other Than-Temporary Impairments" ("FSP
115-2").  FSP 115-2 provides guidance in determining whether
impairments in debt securities are other than temporary, and modifies the
presentation and disclosures surrounding such instruments.  FSP 115-2
is effective for interim periods ending after June 15, 2009, and the Company has
adopted its provisions for second quarter 2009.  FSP 115-2 did not
have a significant impact on the Company's financial position, results of
operations, cash flows, or disclosures for the second quarter of
2009.





In May
2009, the FASB issued Statement No. 165, "Subsequent Events" ("SFAS
165").  SFAS 165 modifies the definition of what qualifies as a
subsequent event - those events or transactions that occur following the balance
sheet date, but before the financial statements are issued, or are available to
be issued - and requires companies to disclose the date through which it has
evaluated subsequent events and the basis for determining that
date.  The Company adopted the provisions of SFAS 165 for the second
quarter of 2009, in accordance with the effective date.  See (3)
above.





In June
2009, the FASB issued Statement No. 167, "Amendments to FASB Interpretation No.
46(R)" ("SFAS 167").  Among other items SFAS 167 responds to concerns
about the application of certain key provisions of FIN 46(R), including those
regarding the transparency of the involvement with variable interest
entities.  SFAS 167 is effective for calendar year companies beginning
on January 1, 2010.  The Company has not yet determined the impact
that adoption of SFAS 167 will have on its financial position, results of
operations, cash flows, or disclosures.




NOTE 2:
            CHANGE
      IN REPORTING ENTITY





From May
23, 2005 until July 21, 2008, the Company operated as a business development
company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940
Act”).  As such, the Company was subject to different reporting
requirements and methods of accounting for its investments.  With the
change back to being an operating company, the Company is no longer subject to
the requirements of a BDC and the Company was required pursuant to SFAS No. 154,
“Accounting Changes and Error Corrections” (“SFAS 154”) to retroactively modify
its financial statements as if it were not subject to the requirements of a BDC
during all periods presented.





The
following reports the effect of the change on net earnings (loss), other
comprehensive income and net earnings per-share for the three and six months
ended June 30, 2008:


10





3 Months
                    
                    
                    6 MonthsNet
      decrease in net assets from operations
                    
                    $
                    (970,711
                    )
                    
                    $
                    (1,138,887
                    )Fair
      value decrease recorded for available- for-sale securities now included in
      other comprehensive loss
                    
                    
                    449,970
                    
                    
                    
                    470,908Equity
      in loss of investments
                    
                    
                    47,670
                    
                    
                    
                    39,518Net
      loss of wholly-owned subsidiary not previously
consolidated
                    
                    
                    (18,573
                    )
                    
                    
                    (24,469
                    )Net
      loss
                    
                    
                    (491,644
                    )
                    
                    
                    (652,930
                    )Other
      comprehensive loss:As
      originally reported
                    
                    
                    -
                    
                    
                    
                    -Unrealized
      losses on available-for- sale securities
                    
                    
                    (449,970
                    )
                    
                    
                    (470,908
                    )Net
      comprehensive loss
                    
                    $
                    (941,614
                    )
                    
                    $
                    (1,123,838
                    )Net
      loss per share, basic and diluted:As
      originally reported
                    
                    $
                    (1.09
                    )
                    
                    $
                    (1.30
                    )Restated
                    
                    $
                    (0.55
                    )
                    
                    $
                    (0.75
                    )


11





NOTE 3:
            INVESTMENTS





Investments
are summarized as follows at June 30, 2009 and December 31, 2008:





2009
                
                
                2008Marketable
      equity securities:North
      American Energy Resources, Inc. at cost
                
                $
                126,000
                
                
                $
                -Valuation
      adjustment
                
                
                357,000
                
                
                
                -$
                483,000
                
                
                $
                -Available
      for sale securities:Special
      Projects Group
                
                $
                31,407
                
                
                $
                31,407Syzygy
      Entertainment, Ltd.
                
                
                12,856
                
                
                
                77,138Cost
      less non-temporary impairment
                
                
                44,263
                
                
                
                108,545Unrealized
      loss
                
                
                -
                
                
                
                -Total
                
                $
                44,263
                
                
                $
                108,545Other
      investments:Investments
      using the equity method:Balance,
      beginning of period
                
                $
                1,241,371
                
                
                $
                1,410,482Equity
      in earnings (loss)
                
                
                23,000
                
                
                
                (123,111
                )Sale
      of investment
                
                
                (575,000
                )
                
                
                -Distributions
                
                
                (64,371
                )
                
                
                (46,000
                )Balance,
      end of period
                
                
                625,000
                
                
                
                1,241,371Investments
      at cost:Bouncing
      Brain Productions
                
                
                250,000
                
                
                
                250,000Remodel
      Auction
                
                
                125,000
                
                
                
                -Lifestyle
      Innovations, Inc.
                
                
                100,000
                
                
                
                100,000BreezePlay,
      Inc.
                
                
                250,000
                
                
                
                -Oil
      and gas investment
                
                
                -
                
                
                
                76,000Chanticleer
      Investors II
                
                
                16,598
                
                
                
                16,598Total
                
                
                741,598
                
                
                
                442,598Deposits
                
                
                82,500
                
                
                
                90,000Total
      other investments
                
                $
                1,449,098
                
                
                $
                1,773,969


12





Equity
investments consist of the following at June 30, 2009 and December 31,
2008:





2009
                      
                      
                      2008Carrying
      value:Chanticleer
      Investors, LLC (11.5% and 23%)
                      
                      $
                      575,000
                      
                      
                      $
                      1,150,000First
      Choice Mortgage (33 1/3%) (a)
                      
                      
                      -
                      
                      
                      
                      41,371Confluence
      Partners, LLC (50%)
                      
                      
                      50,000
                      
                      
                      
                      50,000$
                      625,000
                      
                      
                      $
                      1,241,371Equity
      in earnings (loss):Chanticleer
      Investors, LLC
                      
                      $
                      23,000
                      
                      
                      $
                      46,000First
      Choice Mortgage
                      
                      
                      -
                      
                      
                      
                      (169,111
                      )$
                      23,000
                      
                      
                      $
                      (123,111
                      )Distributions:Chanticleer
      Investors, LLC
                      
                      $
                      23,000
                      
                      
                      $
                      46,000First
      Choice Mortgage
                      
                      
                      41,371
                      
                      
                      
                      -$
                      64,371
                      
                      
                      $
                      46,000Undistributed
      earnings (loss) included in accumulated deficit
                      
                      $
                      23,000
                      
                      
                      $
                      (208,629
                      )





(a)
liquidated in January 2009.





During
the quarter ended June 30, 2009, the Company exchanged its oil & gas
property investments for 700,000 shares of North American Energy Resources, Inc.
("NAEY") which were valued at $126,000 based on the closing price of NAEY on the
date of the trade.  The Company has classified the NAEY as a trading
security and recorded an unrealized gain of $357,000 at June 30, 2009, based on
the closing price of the stock on that date.  In addition, the Company
sold 1/2 of its interest in Chanticleer Investors LLC for its carrying value of
$575,000 during the second quarter.





The
Company received common stock investments in two non-public companies in
exchange for providing management services for one year during the quarter ended
March 31, 2009.  The Company recorded the investments at their
estimated fair market value of $375,000 and is amortizing the related deferred
revenue over the one year period in which services are being
provided.  The investments are being accounted for using the cost
method.





Remodel
Auction Incorporated was formed to launch and operate an online listing service
for remodeling projects.  We valued our investment at 50% of the price
Remodel was receiving from third parties for its stock (500,000 shares at $0.25
per share)


13


BreezePlayTM
LLC (“BreezePlay”), headquartered in Charlotte, NC, is an energy solutions
provider serving the needs of residents and utilities via partnership programs
with major utilities. BreezePlay offers a proprietary monitoring system called
EnviroScapeTM, which is the only residential consumer energy management product
on the market that monitors residential energy consumption 24/7 to provide
actual usage and rate data, and that enables customers the ability to
automatically adjust systems to effect consumption and automate savings.
BreezePlay field data demonstrate that energy consumption awareness will result
in a 10-25% overall energy savings to the customer. Continuous monitoring and
reporting of energy use via the EnviroScape Energy Management and Control panel,
as well as the Internet, is provided so both customers and utilities can track
how conservation efforts are saving energy and money. Energy providers can use
this panel as a gateway to educate and encourage consumer restraint during peak
load periods, thereby assisting in their Demand Response Management (DRM)
programs. Furthermore, the panel allows the participating utility to monitor and
control overall usage, in addition to certain energy-intensive systems within
the home, such as HVAC systems, water heaters, swimming pool and spa pumps, and
electric vehicle charging stations. BreezePlay has aligned with some of the
country’s largest Investor Owned Utilities (IOUs), Electrical Cooperatives, and
Municipal Power Companies, all of which have shown a strong interest to install
the BreezePlay system into their customer base as rapidly as
possible.





BreezePlay’s
unique technology process and business model gives it significant advantages
over other home energy management systems, which are generally too complex, too
expensive, and/or require smart meters. Unlike many other software solutions in
the marketplace, utilities are encouraged to be strategic partners with
BreezePlay, but the business model is not reliant on their participation. There
is a pay per-unit installation price, as well as a monthly fee to BreezePlay for
ongoing monitoring. Interactive, real-time, consumer energy management using
smart grid technology has been an imperative goal of utilities for years and
many are aggressively pursuing the BreezePlay system.  We valued our
investment in BreezePlay at the price it was being sold to unrelated third
parties in a private placement (250,000 shares at $1.00 per share).





On May
31, 2006, we acquired debt owed by Lifestyle Innovations, Inc. with a face value
of $1,177,395 for $100,000 in cash.  Lifestyle has traded under the
symbol LFSI and has only had a deminimus amount of income from a royalty during
the last three years.  LFSI is not currently a reporting
company.  The debt was converted into a note with interest at 12% on
July 1, 2008.  We currently own approximately 28% of the debt of
LFSI.  LFSI is seeking an acquisition and is currently valued at
approximately $400,000 as a shell, based on estimates provided by an attorney
knowledgeable in the area.





On
January 26, 2006, we acquired an investment in EE Investors, LLC with cash in
the amount of $250,000.  We acquired 1,205 units (3.378%) in EE
Investors, LLC, whose sole asset is 40% of Edison Nation, LLC (formerly Bouncing
Brain Productions, LLC).  Edison Nation was formed to provide equity
capital for new inventions and help bring them to market.  The initial
business plan included developing the products and working with manufacturers
and marketing organizations to sell the products.  This has evolved
into a less hands-on program which involves selling products with patents to
other larger companies and retaining royalties.  Edison Nation has not
reached cash flow break-even yet, but has developed a number of companies for
which they do product searches to supplement its business.  The
managing member of EE Investors, LLC is in current discussions with another
company that would acquire up to 50% of the ownership of EE Investors at a price
which would allow the initial investors to get all of their money back while
retaining a smaller interest on a go-forward basis.




14




NOTE
      4:
            NOTES
      PAYABLE





On July
15, 2009 the Company repaid its $500,000 line of credit using $250,000 of its
cash balance and a new loan in the amount of $250,000.  The new loan
is due July 10, 2010; includes interest at Wall Street Journal Prime + 1%
(minimum of 5.5%) payable monthly; is collateralized by substantially all of the
assets of the Company; and is guaranteed by Mr. Pruitt.





On April
3, 2009, the Company received loan proceeds from an individual in the amount of
$100,000 which was due June 30, 2009, together with interest at 18% per
annum.  The individual has agreed to extend the loan to December 31,
2009.  Chanticleer Holdings, Ltd is the borrower and the Company has
guaranteed the loan.





NOTE
      5:
            RELATED
      PARTY TRANSACTIONS





Michael
D. Pruitt, the Company’s Chief Executive Officer, was CFO and the sole director
of Syzygy Entertainment, Ltd until he resigned effective June 1,
2009.





The
Company had non-interest bearing advances in the amount of $57,611 and $7,300 at
June 30, 2009 and December 31, 2008, respectively, from a company partly owned
by Mr. Pruitt and $22,000 at June 30, 2009 from personal colleagues of Mr.
Pruitt.





NOTE
      6:
            COMMITMENTS
      AND CONTINGENCIES




PENDING
ACQUISITION


Hooters,
Inc.





On March
11, 2008, the Company entered into a Stock Purchase Agreement for the purchase
of Hooters, Inc., Hooters Management Corporation and their related restaurants
(collectively “HI”) from the nine current individual HI shareholders, many of
whom will continue to stay involved in the ongoing operation as shareholders of
Chanticleer.  The transaction is valued at approximately $55.1 million
and could close by the end of 2009.





The
termination date for the Company’s pending acquisition of the stock of HI and
certain of its related entities has passed.  Although the sellers have
not, to date, exercised their rights to terminate the agreements and the Company
continues to seek to consummate these transactions, there is no assurance that
the Company will be able to close the pending acquisitions.





In
addition, the commitment letters from certain financial institutions to provide
one or more related entities of the Company the $85,000,000 Senior Secured
Credit have expired, primarily due to the inability of the Company to raise the
necessary equity portion of the financing at acceptable terms in today’s
financial environment.  The Company continues to communicate with the
financial institutions that agreed to provide the credit facility; however,
there can be no assurance that the Company will be successful in obtaining any
financing or that the terms of any credit facility in the future will be
acceptable to the Company.


15


Texas
Wings





On July
8, 2008, the Company entered into an Asset Purchase Agreement ("APA") to acquire
substantially all of the assets of Texas Wings Incorporated and its 45 related
Hooters branded restaurants (collectively “Texas Wings”) for total consideration
of approximately $106 million, including approximately $53 million in cash,
approximately $37 million in Chanticleer common stock and convertible notes with
an aggregate principal amount of approximately $16 million (the
“Transaction”).





On May
13, 2009, the Company received written notification terminating this APA,
because one or more of the conditions to closing could not be timely
satisfied.





NOTE
      7:
            ACQUISITION
      RELATED COSTS





FAS
141(R) "Business Combinations (Revised 2007)" ("FAS 141(R)") replaced FAS 141
"Business Combinations" and became effective January 1,
2009.  Paragraph 59 of FAS 141(R) defines acquisition-related costs as
costs the acquirer incurs to effect a business combination.  The
paragraph further provides that the acquirer shall account for
acquisition-related costs as expenses in the periods in which the costs are
incurred and the services received.  Pursuant to the Company's planned
acquisition of HI, the Company incurred $279,050 in acquisition-related costs
which were capitalized in 2008 pursuant to accounting guidance in effect at that
time.





FAS
141(R) applies prospectively to business combination for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
after December 15, 2008.  Accordingly, on January 1, 2009 the Company
charged its previously capitalized acquisition costs to expense on that
date.





NOTE
      8:
            GOING
      CONCERN





At June
30, 2009 and December 31, 2008, the Company had current assets of $971,862 and
$23,556; current liabilities of $1,060,310 and $686,125; and a working capital
deficit of $88,448 and $662,569, respectively.  The Company incurred a
loss of $74,233 during the six month period ended June 30, 2009.  In
addition, the Company sold 1/2 of its interest in Chanticleer Investors, LLC for
its carrying value of $575,000 during the second quarter.





At June
30, 2009, the Company had $284,055 in cash and in July 2009, the advance to
Investors in the amount of $187,500 was returned, giving the Company $471,555 in
cash.  In July 2009, the Company also paid off its $500,000 line of
credit; borrowed $250,000 for one year; and sold common stock for approximately
$62,000 pursuant to a Reg S offering leaving net cash of $283,555 before any
third quarter overhead.


16


Cash
administrative expenses were approximately $189,000 in the second quarter and
are expected to be approximately $175,000 in the third and fourth quarter of
2009 and the first and second quarter of 2010, assuming no other
changes.  This total estimated future cash requirement of $700,000 is
expected to be met with a combination of existing cash, sales of common stock
and management fees and distributions from investments.





The
Company formed Chanticleer Holdings, Ltd.,("CHL") a Jersey corporation, during
the first quarter of 2009.  The Company plans to transfer the
franchise rights for South Africa to this company and raise funds in Germany to
fund initial development of four planned Hooters restaurant
locations.  The Company is in a 50/50 joint venture with another
company which will fund one-half of the costs.  CHL is not active at
June 30, 2009.





If the
above events do not occur or if the Company does not raise sufficient capital,
substantial doubt about the Company's ability to continue as a going concern
exists.  These consolidated financial statements do not reflect any
adjustments that might result from the outcome of these
uncertainties.


17


ITEM
      2:
            MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





The
following discussion should be read in conjunction with our financial statements
and notes thereto included elsewhere in this Form 10-Q.  This Form
10-Q contains forward-looking statements regarding the plans and objectives of
management for future operations.  This information may involve known
and unknown risks, uncertainties and other factors which may cause our actual
results, performance or achievements to be materially different from future
results, performance or achievements expressed or implied by any forward-looking
statements.  Forward-looking statements, which involve assumptions and
describe our future plans, strategies and expectations, are generally
identifiable by use of the words “may,” “will,” “should,” “expect,”
“anticipate,” “estimate,” “believe,” “intend,” “project” or the negative of
these words or other variations on these words or comparable
terminology.  These forward-looking statements are based on
assumptions that may be incorrect, and we cannot assure you that the projections
included in these forward-looking statements will come to pass.  Our
actual results could differ materially from those expressed or implied by the
forward-looking statements as a result of various factors.





On June
1, 2005, we filed a notification on Form N54a with the U.S. Securities and
Exchange Commission, (the “SEC”) indicating our election to be regulated as a
business development company (a “BDC”) under the Investment Company Act of 1940
(the “1940 Act”).  Under this election, we adopted corporate
resolutions to operate as a closed-end management investment company as a
BDC.  We operated as a non-diversified company as that term is defined
in Section 5(b)(2) of the 1940 Act and at all times conducted our business so as
to retain our status as a BDC.  We could not change the nature of our
business so as to cease to be, or withdraw our election as, a BDC without the
approval of the holders of a majority of our outstanding voting stock as defined
under the 1940 Act.





Withdrawal
of the Company’s election to be treated as a BDC under the 1940 Act became
effective on July 21, 2008, when the Company filed Form N-54c with the SEC,
following approval by a majority of the Company’s shareholders.





Critical
Accounting Policies and Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements.  Critical accounting policies are those that are both
important to the presentation of our financial condition and results of
operations and require management’s most difficult, complex, or subjective
judgments.  Our most critical accounting policy relates to the
valuation of our investments.


18


Liquidity
and capital resources





At June
30, 2009 and December 31, 2008, the Company had current assets of $971,862 and
$23,556; current liabilities of $1,060,310 and $686,125; and a working capital
deficit of $88,448 and $662,569, respectively.  The Company incurred a
loss of $74,233 during the six month period ended June 30,
2009.  After we filed the Form 10-Q for March 31, 2009, we determined
that it was in our best interests to bring in another partner, to whom we sold
1/2 of our 23% interest for $575,000.  In addition, we felt that the
convertibility feature of the debt was one of the principal upsides to the
transaction and the other investors also wanted to keep this upside, which with
an improved economy could prove to be very valuable.  In addition, the
interest rate was increased from 6% to 8% for the 18 month
extension.  The company continues to be profitable and we did not find
any negative indications which would indicate a problem with
collectability.  Our ability to sell half of our investment for cost
would seem to further support a lack of any impairment at this
time.





At June
30, 2009, the Company had $284,055 in cash and in July 2009, the advance to
Investors in the amount of $187,500 was returned, giving the Company $471,555 in
cash.  In July 2009, the Company also paid off its $500,000 line of
credit; borrowed $250,000 for one year; and sold common stock for approximately
$62,000 pursuant to a Reg S offering leaving net cash of $283,555 before any
third quarter overhead.





Cash
administrative expenses were approximately $189,000 in the second quarter and
are expected to be approximately $175,000 in the third and fourth quarter of
2009 and the first and second quarter of 2010, assuming no other
changes.  This total estimated cash requirement of $700,000 is
expected to be met with a combination of existing cash, sales of common stock
and management fees and distributions from investments.





The
Company formed Chanticleer Holdings, Ltd., a Jersey corporation, during the
first quarter of 2009.  The Company plans to transfer the franchise
rights for South Africa to this company and raise funds in Germany to fund
initial development of four planned Hooters restaurant locations.  The
Company is in a 50/50 joint venture with another company which will fund
one-half of the costs.





If the
above events do not occur or if the Company does not raise sufficient capital,
substantial doubt about the Company's ability to continue as a going concern
exists.  These consolidated financial statements do not reflect any
adjustments that might result from the outcome of these
uncertainties.





Comparison
of three months ended June 30, 2009 and 2008





Revenues
amounted to $134,750 ($25,000 from Investors LLC) in the three months ended June
30, 2009, as compared to the $25,000 from Investors LLC in the year earlier
period.  The Company received cash from Investors LLC and was
compensated with shares of common stock for the other revenue earned from
unaffiliated companies.





General
and administrative expense amounted to $189,237 in the 2009 quarter as compared
to $392,367 in the 2008 quarter.  The principal decreases were
professional fees of $75,268, printing and reproduction of $14,315 and travel
and entertainment of $10,732.  The professional fees in 2008 were
higher due to the initial work being done to raise capital for the pending
acquisitions.


19


Other
income (expense) consists of the following for the three months ended June 30,
2009 and 2008.





2009
                      
                      
                      2008Unrealized
      gain from marketable securities
                      
                      $
                      357,000
                      
                      
                      $
                      22,500Realized
      gain from sale of investments
                      
                      
                      50,000
                      
                      
                      
                      -Equity
      in earnings of investments
                      
                      
                      11,500
                      
                      
                      
                      (3,100
                      )Interest
      expense
                      
                      
                      (1,521
                      )
                      
                      
                      (5,947
                      )$
                      416,979
                      
                      
                      $
                      13,453





The
Company recorded an unrealized gain from its investment in marketable equity
securities during the June 2009 quarter, which had significant appreciation
after being acquired.  The Company realized a gain of $50,000 upon
exchange of its investment in oil and gas properties for marketable securities,
based on the closing price of the securities on the date of the
transaction.





Comparison
of six months ended June 30, 2009 and 2008





Revenues
amounted to $238,728 ($50,000 from Investors LLC) in the six months ended June
30, 2009, as compared to the $178,555 ($50,000 from Investors LLC) in the year
earlier period.  The Company received cash from Investors LLC and was
compensated with shares of common stock for most of the other revenue earned
from unaffiliated companies.





General
and administrative expense amounted to $394,241 in the six months ended June 30,
2009 as compared to $691,010 in the 2008 period.  The principal
decreases were professional fees of $176,032, printing and reproduction of
$18,431 and travel and entertainment of $42,454.  The professional
fees in 2008 were higher due to the initial work being done to raise capital for
the pending acquisitions.





The
Company charged its previously capitalized acquisition costs to expense on
January 1, 2009, as a result of a revision in an accounting
pronouncement.





Other
income (expense) consists of the following for the six months ended June 30,
2009 and 2008.


20





2009
                      
                      
                      2008Unrealized
      gain from marketable securities
                      
                      $
                      357,000
                      
                      
                      $
                      5,000Realized
      loss from sale of investments
                      
                      
                      (14,282
                      )
                      
                      
                      -Equity
      in earnings of investments
                      
                      
                      23,000
                      
                      
                      
                      248Interest
      expense
                      
                      
                      (5,388
                      )
                      
                      
                      (7,994
                      )$
                      360,330
                      
                      
                      $
                      (2,746
                      )





As noted
above, the Company recorded an unrealized gain from appreciation of its
investment in marketable equity securities during the 2009
period.  The realized loss of $14,282 consists of a other than
temporary decline in value of available-for-sale securities in the amount of
$64,282 in the first quarter of 2009 and a gain from the exchange of our oil and
gas property investments for marketable equity securities of $50,000 in the
second quarter of 2009.  The equity in earnings of investments is from
our investment in Investors LLC of $23,000 in both years, with a loss of $22,752
in 2008 from another investment which was liquidated in January
2009.


21


ITEM
      3:
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.





ITEM
      4:
            CONTROLS
      AND PROCEDURES





Evaluation
of disclosure controls and procedures





Under the
PCAOB standards, a significant deficiency is a control deficiency, or
combination of control deficiencies, that , in the Company's judgment, would
adversely affect the ability to initiate, authorize, record, process, or report
external financial data reliably in accordance with generally accepted
accounting principles such that there is more than a remote likelihood that a
misstatement of the annual or interim financial statements that is more than
inconsequential will not be prevented or detected. A material weakness is a
significant deficiency, or combination of significant deficiencies, that, in our
judgment, results in more than a remote likelihood that a material misstatement
of the annual or interim financial statements will not be prevented or
detected.





The
material weaknesses identified were:


·
            Due
      to the limited number of accounting employees, the Company is unable to
      segregate all noncompatible duties, which would prevent one person from
      having significant control over the initiation, authorization and
      recording of transactions. This condition is characteristic of all
      companies except those with large numbers of accounting personnel. A
      mitigating control is the personal involvement of the members of the Board
      of Directors in the analysis and review of internal financial data, as
      well as the consultant retained by the Company to serve the functions of a
      controller for assistance and preparation of financial
      reporting.


·
            An
      effective Audit Committee is an integral part to the integrity of the
      Company's financial reporting. The responsibilities of the Audit Committee
      should be detailed in the Committee's charter and provided to its members.
      These responsibilities should, at a minimum, require inquiry and awareness
      of current Company transactions, analysis of interim and annual financial
      data and review of minutes of the Board of Directors. The Audit
      Committee's oversight and periodic investigation can serve as a mitigating
      control to the lack of segregation of duties inherent to companies with a
      limited number of personnel. The current practices of the Company's Audit
      Committee do not fulfill these
criteria.


·
            We
      did not maintain effective control over the application, monitoring and
      reporting of the appropriate accounting policies related to
      available-for-sale securities. Specifically, we did not take into account
      the other than temporary impairment of available-for-sale securities and
      did not record the other than temporary impairment as a realized loss
      rather than as a component of other comprehensive loss in stockholders'
      equity.


·
            We
      did not maintain effective control over the application, monitoring and
      reporting of the appropriate accounting policies related to deferred
      acquisition costs. Specifically, we did not take into account paragraph 59
      of SFAS 141(R) which became effective on January 1, 2009 and provides that
      acquisition related costs shall be expensed in the period in which they
      are incurred.


22


Our
management has discussed these material weaknesses with our board of directors
and has commenced the following remediation efforts to ensure that the
significant deficiencies are mitigated. The board of directors has reviewed the
lack of segregation of duties issue and has determined it is not practical to
add personnel merely to allow for segregation of noncompatible duties. The
Company already retains a third party consultant who acts as controller for the
Company, who has no check signing authority and no access to assets, to oversee
its reporting responsibilities. In addition, as discussed below, the Company
plans on expanding the duties of its Audit Committee, which will also further
mitigate any perceived weakness due to a lack of segregation of
duties.





The board
of directors is updating the Audit Committee procedures and responsibilities and
will require active participation from the Audit Committee. This is expected to
be completed before the end of 2009.





Management
of the Company is working with its consultants to implement procedures to reduce
the likely-hood of a reoccurrence of the miss-application of accounting
procedures.





Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2009. Based on
the information set forth above, our management has determined that, as of the
date of this report, we do not have effective disclosure controls and
procedures.





Changes in internal control
over financial reporting





There
have been no significant changes in internal controls or in other factors that
could significantly affect these controls during the quarter ended June 30,
2009, including any corrective actions with regard to significant deficiencies
and material weaknesses.


23


PART II – OTHER
INFORMATION




ITEM
      1:
            LEGAL
      PROCEEDINGS




Not
applicable.





ITEM
      1A:
            RISK
      FACTORS





Not
applicable.




ITEM
      2:
            UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS





Not
applicable.




ITEM
      3:
            DEFAULTS
      UPON SENIOR SECURITIES




Not
applicable.




ITEM
      4:
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS




Not
applicable.




ITEM
      5:
            OTHER
      INFORMATION




Although
the Company does not currently employ a Chief Financial Officer, Michael D.
Pruitt, President and Chief Executive Officer, is also the principal accounting
officer.




ITEM6:
              EXHIBITS





The
following exhibits are filed with this report on Form 10-Q-A.





Exhibit
      31
            Certification
      pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act
      of 2002




Exhibit
      32
            Certification
      pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act
      of 2002


24


SIGNATURE





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





CHANTICLEER
      HOLDINGS, INC.Date:
         January 21, 2010
                            By:
                            /s/ Michael D. PruittMichael
      D. Pruitt,Chief
      Executive Officer andChief
      Financial
Officer


25