SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
August 17, 2007

Mr. Louis A. Bevilacqua, Esq.
Thelen Reid Brown Raysman & Steiner LLP
701 8th Street, N.W.
Washington, D.C. 20001

Re: American Lorain Corporation
  Registration Statement on Form S-1
Filed August 9, 2007
  File No. 333-145260

Dear Mr. Bevilacqua:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form S-1 filed August 9, 2007

1. We note you characterize the nature of  the transaction be tween yourself and
International Lorain Holding, Inc. in  May 2007 as a reverse acquisition.  It
appears that at the transac tion date Millennium Quest, Inc. was a public shell, and
did not have operations that constituted as  business.  If true, please revise your
disclosure to identify the transaction as a recapitaliza tion, rather than a reverse
acquisition.  Refer to para graphs 9 and 17 of SFAS 141

Mr. Louis A. Bevilacqua, Esq.
Thelen Reid Brown Raysman & Steiner LLP
August 17, 2007 Page 2

2. As a result of the recapitalization trans action with International Lorain Holding,
Inc. in May 2007, for accounting purposes , the acquiree (International Lorain
Holding, Inc.) is the continuing reporting legal entity.  Therefore, in accordance
with Item 11(e) of the instructions to Form S-1, please revise your document to
provide the following information:

a. audited financial statements of the registrant, American Lorain
Corporation, that meet the requireme nts of Article 3 and 10 of Regulation
S-X, and

b. financial statements of the registrant’s  predecessor for all periods prior to
the registrant’s existence, with no la pse in audited periods or omission of
other information require d about the registrant.

Please note that when a registrant succeed s to substantially all of the business of
another entity, and the operations of the registrant prior to the transaction are
insignificant relative to the operations a ssumed or acquired, the entity acquired
would typically be characterized as a predecessor entity.  In this case, the registrant appears to have succeeded to the operations of the Lorain Group Companies, resulting in the Lorain Gr oup Companies being the predecessor.
Please contact us at the numbers listed at the end of this letter for further clarification.

3. Also, it appears from disclosure in the Form S-1, and the Form 8-K filed May 9,
2007, the Lorain Group Companies may be entities under common control.  If true, the financial statements for th e Lorain Group Companies should be
presented on a combined basis, audited for any necessary adjustments.  Refer to paragraphs D11 to D13 of SFAS 141.

4. We note you have reported interim financia l information that combines the Lorain
Group Companies, and have referred to such information as pro forma.  Please remove this information as it does not appear to comply with Article 11 of
Regulation S-X.

5. Please monitor the need to update your fi nancial statements.  Refer to Rule 3-12
of Regulation S-X.

Closing Comments
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

Mr. Louis A. Bevilacqua, Esq.
Thelen Reid Brown Raysman & Steiner LLP
August 17, 2007 Page 3

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Mr. Louis A. Bevilacqua, Esq.
Thelen Reid Brown Raysman & Steiner LLP
August 17, 2007 Page 4

 You may contact Mark Wojciechowski at (202) 551-3759 or Jill Davis at (202)
551-3683 if you have questions regarding th e accounting comments.  Please contact
Carmen Moncada-Terry at (202) 551-3687 or  me at (202) 551-3611 with any other
questions.

Sincerely,

        Anne Nguyen Parker
        B r a n c h  C h i e f

cc: M. Wojciechowski
 J. Davis
 A. N. Parker
C. Moncada-Terry