================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

              ----------------------------------------------------

                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933

                                  JUNE 1, 2005
                Date of Report (Date of earliest event reported)

              ----------------------------------------------------

                           CHANTICLEER HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                                     0-29507
                            (Commission File Number)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   20-2932652
                      (IRS Employer Identification Number)

                  6836 MORRISON BLVD. SUITE 200
                    CHARLOTTE, NORTH CAROLINA             28211
           (Address of principal executive offices)    (ZIP Code)

                             MICHAEL D. PRUITT, CEO
                           CHANTICLEER HOLDINGS, INC.
                          6836 MORRISON BLVD, SUITE 200
                               CHARLOTTE, NC 28211
                     (Name and address of agent for service)

                                  704-366-5054
          (Telephone number, including area code of agent for service)


         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

                  -------------------------------------------------------------

                                    COPY TO:
                                  James Reskin
                               Reskin & Associates
                            520 South Fourth Street,
                            Louisville, KY 40202-2577

<PAGE>

ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS. On June 1, 2005, at a Meeting of the Board of
Directors, pursuant to authority under Section 4 of the bylaws of the Company,
Ross Silvey, the Chief Executive Officer, President, Secretary, Treasurer, and
Director, submitted his resignation as Chief Executive Officer, President,
Secretary, Treasurer and Director for personal reasons. There was no dispute or
disagreement with the Company or its Board of Directors. The Board of Directors
accepted his resignation and, pursuant to authority, appointed Michael D. Pruitt
to serve as Chief Executive Officer, President, Secretary and Treasurer. Mr.
Pruitt was elected as Chief Executive Officer, President, Secretary and
Treasurer and Mr. Pruitt has accepted all appointments. His biographical
information is:

         A long-time entrepreneur with a proven track record, he possesses the
         expertise to evaluate potential investments, form key relationships and
         recognize a strong management team. Mr. Pruitt founded Avenel Financial
         Group, a boutique financial services firm concentrating on emerging
         technology company investments. The business succeeded immediately, and
         in order to grow Avenel Financial Group to its full potential and
         better represent the company's ongoing business model, he formed Avenel
         Ventures, an innovative technology investment and business development
         company. In the late 1980s, Mr. Pruitt owned Southern Cartridge, Inc.,
         which he eventually sold to MicroMagnetic, Inc., where he continued
         working as Executive Vice President and a Board member until the
         company was sold to Carolina Ribbon in 1992. From 1992 to 1996, Mr.
         Pruitt worked in a trucking firm where he was instrumental in
         increasing revenues from $6 million to $30 million. The firm was sold
         in 1996 to Priority Freight Systems. Between 1997 and 2000, Mr. Pruitt
         assisted several public and private companies in raising capital,
         recruiting management and preparing companies to go public or be sold.
         He received a Bachelor of Arts degree from Coastal Carolina University
         in Conway, South Carolina, where he sits on the Board of Visitors of
         the Wall School of Business. Mr. Pruitt is currently the Vice-Chairman
         of RCG Companies Incorporated. Mr. Pruitt is also currently a director
         of Chanticleer Holdings, Inc.

On June 1, 2005, at a Meeting of the Board of Directors, pursuant to authority
under Section 4 of the bylaws of the Company, the Board of Directors elected
Brian Corbman to fill a vacancy on the Board. Mr. Corbman was elected as a
director and Mr. Corbman has accepted this appointment. His biographical
information is:

         Brian Corbman is the managing director of Ardent Advisors, a consulting
         company he co-founded in 2003, that specializes in business strategy
         and corporate advisory services for emerging growth companies. Brian is
         in the process of becoming an Office of Supervisory Jurisdiction under
         the Westor Capital broker dealer umbrella and services buy-side
         institutional investors via equity research, institutional trading
         execution, and investment banking activities. Previously, was an
         institutional salesman at Fulcrum Global Partners and Banc of America
         Securities. Prior to that, Brian gained valuable corporate experience
         working for GSI Commerce (GSIC), a publicly traded company where he was
         the sole corporate development analyst. A Magna Cum Laude graduate of
         George Washington University in Washington, DC, he holds a Bachelor's
         degree in Business Administration. Brian has also attained the NASD
         general securities principal Series 24, Series 7 and Series 63
         licenses.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

   (a) Financial Statements of Business Acquired

       None.

   (b) Pro Forma Financial Statements

       None

   (c) Exhibits

       None


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following person on behalf of the
Registrant and in the capacity thereunto duly authorized, in Charlotte, North
Carolina on the 1st day of June 2005.

                                  Chanticleer Holdings, Inc.


                                  By: /s/ Michael D. Pruitt
                                      ------------------------------------------
                                      Michael D. Pruitt, Chief Executive Officer


<PAGE>



                                  EXHIBIT INDEX

         EXHIBITS

          None.
{"company-data": {"conformed-name": "Chanticleer Holdings, Inc.", "cik": "0001106838", "assigned-sic": "6770", "irs-number": "522102141", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "814-00709", "film-number": "05874368"}, "business-address": {"street1": "7633 EAST 63RD PLACE, #220", "city": "TULSA", "state": "OK", "zip": "74133", "phone": "918-459-8469"}, "mail-address": {"street1": "7633 EAST 63RD PLACE, #220", "city": "TULSA", "state": "OK", "zip": "74133"}, "former-company": {"former-conformed-name": "TULVINE SYSTEMS INC", "date-changed": "20000214"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

              ----------------------------------------------------

                                    FORM 8-K
                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1933

                                  JUNE 1, 2005
                Date of Report (Date of earliest event reported)

              ----------------------------------------------------

                           CHANTICLEER HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)

                                     0-29507
                            (Commission File Number)

                                    DELAWARE
         (State or other jurisdiction of incorporation or organization)

                                   20-2932652
                      (IRS Employer Identification Number)

                  6836 MORRISON BLVD. SUITE 200
                    CHARLOTTE, NORTH CAROLINA             28211
           (Address of principal executive offices)    (ZIP Code)

                             MICHAEL D. PRUITT, CEO
                           CHANTICLEER HOLDINGS, INC.
                          6836 MORRISON BLVD, SUITE 200
                               CHARLOTTE, NC 28211
                     (Name and address of agent for service)

                                  704-366-5054
          (Telephone number, including area code of agent for service)

         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

                  -------------------------------------------------------------

                                    COPY TO:
                                  James Reskin
                               Reskin & Associates
                            520 South Fourth Street,
                            Louisville, KY 40202-2577
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS. On June 1, 2005, at a Meeting of the Board of
Directors, pursuant to authority under Section 4 of the bylaws of the Company,
Ross Silvey, the Chief Executive Officer, President, Secretary, Treasurer, and
Director, submitted his resignation as Chief Executive Officer, President,
Secretary, Treasurer and Director for personal reasons. There was no dispute or
disagreement with the Company or its Board of Directors. The Board of Directors
accepted his resignation and, pursuant to authority, appointed Michael D. Pruitt
to serve as Chief Executive Officer, President, Secretary and Treasurer. Mr.
Pruitt was elected as Chief Executive Officer, President, Secretary and
Treasurer and Mr. Pruitt has accepted all appointments. His biographical
information is:

         A long-time entrepreneur with a proven track record, he possesses the
         expertise to evaluate potential investments, form key relationships and
         recognize a strong management team. Mr. Pruitt founded Avenel Financial
         Group, a boutique financial services firm concentrating on emerging
         technology company investments. The business succeeded immediately, and
         in order to grow Avenel Financial Group to its full potential and
         better represent the company's ongoing business model, he formed Avenel
         Ventures, an innovative technology investment and business development
         company. In the late 1980s, Mr. Pruitt owned Southern Cartridge, Inc.,
         which he eventually sold to MicroMagnetic, Inc., where he continued
         working as Executive Vice President and a Board member until the
         company was sold to Carolina Ribbon in 1992. From 1992 to 1996, Mr.
         Pruitt worked in a trucking firm where he was instrumental in
         increasing revenues from $6 million to $30 million. The firm was sold
         in 1996 to Priority Freight Systems. Between 1997 and 2000, Mr. Pruitt
         assisted several public and private companies in raising capital,
         recruiting management and preparing companies to go public or be sold.
         He received a Bachelor of Arts degree from Coastal Carolina University
         in Conway, South Carolina, where he sits on the Board of Visitors of
         the Wall School of Business. Mr. Pruitt is currently the Vice-Chairman
         of RCG Companies Incorporated. Mr. Pruitt is also currently a director
         of Chanticleer Holdings, Inc.

On June 1, 2005, at a Meeting of the Board of Directors, pursuant to authority
under Section 4 of the bylaws of the Company, the Board of Directors elected
Brian Corbman to fill a vacancy on the Board. Mr. Corbman was elected as a
director and Mr. Corbman has accepted this appointment. His biographical
information is:

         Brian Corbman is the managing director of Ardent Advisors, a consulting
         company he co-founded in 2003, that specializes in business strategy
         and corporate advisory services for emerging growth companies. Brian is
         in the process of becoming an Office of Supervisory Jurisdiction under
         the Westor Capital broker dealer umbrella and services buy-side
         institutional investors via equity research, institutional trading
         execution, and investment banking activities. Previously, was an
         institutional salesman at Fulcrum Global Partners and Banc of America
         Securities. Prior to that, Brian gained valuable corporate experience
         working for GSI Commerce (GSIC), a publicly traded company where he was
         the sole corporate development analyst. A Magna Cum Laude graduate of
         George Washington University in Washington, DC, he holds a Bachelor's
         degree in Business Administration. Brian has also attained the NASD
         general securities principal Series 24, Series 7 and Series 63
         licenses.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

   (a) Financial Statements of Business Acquired

       None.

   (b) Pro Forma Financial Statements

       None

   (c) Exhibits

       None
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following person on behalf of the
Registrant and in the capacity thereunto duly authorized, in Charlotte, North
Carolina on the 1st day of June 2005.

                                  Chanticleer Holdings, Inc.

                                  By: /s/ Michael D. Pruitt
                                      ------------------------------------------
                                      Michael D. Pruitt, Chief Executive Officer
EXHIBIT INDEX

         EXHIBITS

          None.