SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

November 21, 2007

Via U.S. Mail and Facsimile
 Mr. Si Chen, Chief Executive Officer American Lorain Corporation Beihuan Road  Junan County Shandong, China 276600
Re: American Lorain Corporation
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed October 26, 2007
  File No. 333-145260

Dear Mr. Chen:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 2

Amendment No. 1 to Form S-1 filed October 26, 2007
 General

1. To eliminate the need for us to issue repetitive comments, please make
appropriate corresponding changes to all di sclosure to which a comment relates.
If parallel information appears in more than one place in the document, provide in
your response letter page references to all responsive disclosures.

2. Provide for our review and comment any other graphics or other artwork you
propose to include in the prospectus.

3. Please ensure that all information provided in this filing is current and consistent
throughout.  For example, on pages 53 and 54, you refer to Mr. Halter as “our director” and on page 54, you refer to Messrs. Cocorinis and Cononelos as
comprising your board of directors, while you disclose on page 49 that your board
of director currently cons ists of only Mr. Si Chen.

4. We note that a substantial amount of your assets are located in China and also
your disclosures regarding currency restri ctions.  It appears you should provide
audited parent-only condensed financial statements as required by Rule 5-04 of Regulation S-X.  Otherwise, please explain why you do not believe this
information is required.

5. Please continue to monitor the need to  update the date of your registered
independent accountant’s consent.
 The Company, page 2

6. Please revise the chart to identify those individuals or entitie s holding a majority
interest in your company.

The Offering, page 4

7. With respect to the 24,923,185 shares disclo sed as outstanding after the offering,
if true, please provide footnote disclosure  that this number does not include the
1,887,395 shares issuable upon the exercise of certain warrants held by the selling
stockholders.

Risk Factors, page 6

8. Please eliminate language that mitigates or  qualifies the risk you describe.  For
example, revise statements beginning with “although,” and remove clauses such
as “cannot assure,” ‘cannot guarantee,” “can provide no assurance,” “cannot be
certain,” and “there can be no assurance.”

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 3

 Failure to comply with PRC regulations relating to the establishment…, page 14

9. Please expand to reference the fact that Mr. Chen was not able to complete the necessary registration procedures requir ed by Circular 75, as noted on page 12.
 Certain of our stockholders hold a significant percentage  of our outstanding voting
securities, page 15

10. Please revise the caption to discuss the risk associated with the facts described in the caption.
 Selected Consolidated Financial Data, page 18

11. Please revise to provide updated financia l information as of and for the nine
months ended September 30, 2007 and 2006.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operation

page 22

12. Please revise to discuss the impact on your  financial condition and operations of
the following:

• You only have regulatory approval to produce the products that are currently
being produced at your facilities, and if you desire to produce other products, you
would need to obtain additional regulatory approvals if you desire to produce other products;
• There are times that your productions lines ar e operating at less than full capacity;
and
• You do not have enough capacity to satis fy existing demand for your convenience
food products.

13. Please discuss, if material, the impact on your financial condition of the fire at the
Beijing Lorain manufacturing facility.  We note that you did not have insurance
covering the losses you incurred.

14. Please revise as necessary to update your ta bles and discussions as of and for the
nine months ended September 30, 2007.
 15. We note that your wholly-owned subsidia ry lent one of its directors $4,508,427.
Please disclose whether the receivable wa s paid or, if it has not been paid,
disclose the effect on your financial condi tion of the receivable remaining unpaid.
We note that the amount due is unsecured, interest free, and has no fixed repayment date, as noted in your fi nancial statements on page F-33.

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 4

Overview, page 22

16. Please expand your MD&A and the "Overvie w" section to describe the most
important matters on which you are focu sing in evaluating your financial
condition and operating performance.  To enhance an investor’s understanding of
your business, you should provide insight  regarding material opportunities,
challenges and risks on which you are focused in both the short and long term, as well as the steps you are taking to addr ess them.  See Section III.A of SEC
Release 33-8350 (Nov. 29, 2003).

17. Please disclose the percentage of revenues derived from each product and geographic segment during the 2007 fiscal year.
 Results of Operations, page 23

18. Please revise to provide meaningful disclo sure.  This section should not be a mere
recitation of line item amounts presented in your financial statements.  You should discuss the underlying reasons for any material changes in your results
from period to period and year to year.  Wh en you attribute a change to more than
one factor, quantify each factor’s contribu tion.  For example, we note that the net
revenues for the six months ended June 30, 2007 increased compared to the period ended June 30, 2006 and you attributed  the change to the expansion of
your customer base and the strengthened marketing activities.  To the extent
practicable, quantify these f actors’ contributions.
 Liquidity and Capital Resources, page 28

19. We note your discussion under the risk factor  entitled “Our operations are cash
intensive, and our business could be adve rsely affected if we fail to maintain
sufficient levels of working capital.”  Please discuss whether you have been able
to respond to your cash requirements duri ng the periods discussed and whether
you expect to continue meeting your cas h requirements during the next twelve
months.  Please clarify what you mean in the statement on page 30 that “We believe that our currently  available working capital… and the credit facilities
referred to above, should be adequate to sustain our operations at our current levels through at least the next twelve months.”  It  appears that you have only
disclosed $17.48 million in loans that ar e maturing and due within the next
several months.  Please explain to what cr edit facilities you are referring.  Clarify
in this liquidity section that you will  need to borrow an additional $2.25 million
for working capital for the remainder of 2007 and disclose how much you may
need to borrow for the next 12 months.
 20. Please provide updated disclosure with respect to the use of the $18 million net proceeds from the May 3, 2007 private placement.  Given that your cash and cash

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 5

equivalents as of June 30, 2007 was $2.5 m illion, it appears that you have already
expended some of these proceeds.

Operating Activities, page 28

21. Please further elaborate on the reasons for changes in the net cash provided by
and used in operating activities.  We note that you attri bute the changes to
decreases in accounts and payables.  Pl ease discuss the underlying reasons for
such decreases.

Corporate Structure and History, page 33

Our Corporate Structure, page 33

22. Please briefly discuss the tran saction that resulted in the sale of 90% of your
common stock to Halter Financial Investment s, L.P., as disclosed in the footnotes
to your summary compensation table on pa ge 51.  Furthermore, you state on page
53 that you completed the sale of an aggregate of 100,000 restricted shares of its
Series A Voting Convertible Preferred Stock  to Halter Financial Investments, L.P.,
which Preferred Stock is entitled to 428.56 votes per shar e and represents
approximately 90% of the voting control of the Company as of the date of the
acquisition.  Please reconcile this informa tion with the footno tes to the summary
compensation table on page 51.

Proposed Production Lines, page 39

23. Briefly discuss how you intend to finance the construction of the new production
facility additions.

Chestnut Harvesting Operations, page 40

24. Briefly discuss how you intend to finan ce the expansion of your agricultural
operations.

Raw Materials, page 41

25. Please explain the basis for stating that you believe that your raw materials are in
adequate supply and generally avai lable from numerous sources.

Our Sales and Marketing Efforts, page 43

26. We note that you plan to commence a branding and advertising strategy in the second half of 2007.  Please discuss how you intend to fi nance this initiative and
estimate its cost.

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 6

Chestnut Products, page 44

27. Please reconcile the statement that you utilize patented technology in your
operations with the statement on page 46 that you do not have any patented
technology.
 Our Intellectual Property, page 46

28. Please discuss the importance of the disc ussed technologies to your operations.
 Management, page 49

29. Please revise Mr. Si Chen’s biographical sketch to disclose when he founded the
company.
 Executive Compensation, page 50

30. Please further elaborate your disc ussion regarding the compensation
determinations for 2006.  Specify how the amounts of compensation, total and by element, were determined.  We note that  you generally reference the review of
relevant market data and the executive officers’ performance.  Please disclose the weight assigned to each factor.  Discuss in some detail the elements of market
data and of executive performance consider ed in establishing the compensation at
the disclosed levels.

31. Please clarify the involvement of the chie f executive officer in the determination
of his own compensation and the compen sation of the other named executive
officers.

Incentive Bonus, page 50

32. Your disclosure appears to indicate th at the award of bonuses is tied to the
achievement of certain targets.  Pleas e disclose the targ ets for 2006.  If you
believe, you are not required  to disclose the targets,  please provide us with
analysis supporting your position.

Summary Compensation Table, page 51
33. Pursuant to Instruction 1 to Item 402(c )(v) and (vi) of Regulation S-K, please
include a footnote disclosing all assumptions made by reference to a discussion of
such assumptions in your financial st atements, footnotes to the financial
statements or discussion in the Mana gement’s Discussion and Analysis.
Specifically  reference the location of the discussion of assumptions within the
Form 10-KSB.

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 7

Employment Agreements, page 52

34. Please disclose the amounts of cash comp ensation that will be paid to the
executives pursuant to th e employment agreements.

Certain Relationships and Re lated Transactions, page 53

35. It appears that the facts presented in each  paragraph of this section are relevant
only as of the date of the described tran saction, and not as of the date of this
prospectus.  For example, in the seco nd paragraph, you state that Mr. Halter is
“our director”.  In the third paragraph, your disclosure regarding the conditions
pursuant to which the Series A Preferred is convertible would indicate that these
conditions have not yet been met, wh ereas your disclosu re in the second
paragraph seems to indicate that these securities have  been converted.  Please
revise this section so that it speaks as  of a recent date, and that all of your
disclosure makes sense in context.

Selling Stockholders, page 54

36. Please describe the transactions in wh ich the named selling stockholders acquired
the securities being registered for resale.

American Lorain Corporation – Unaudited Financial Statements

37. Please revise to provide updated financia l statements as of and for the nine
months ended September 30, 2007 to comply  with the guidance in Rule 3-12 of
Regulation S-X.  If the remaining comments are also applicab le to your updated
financial statements, plea se revise as necessary.

Report of Independent Registered Public Accounting Firm, page F-1

38. We note that you have provided a review  report from your independent public
accounting firm that explains that they reviewed the accompanying balance sheets
as of June 30, 2007 and December 31, 2006, and the related consolidated statements of income for the six months and year then ended.  It is not clear if the
report is referring to a review of the st atements of income for the six months
ended June 30, 2007 and the year ended December 31, 2006, or the year ended
June 30, 2007.  Either way, it appears the review report should cover the accompanying consolidated statements of income for the three and six month periods ended June 30, 2007, and if applicable, the comparative prior period.  Please obtain and file a revised report that complies with the guidance in AU Section 722, or advise as necessary.

39. We note that your auditors  are located in San Francisco, CA and that your
operations are in China.  Based on this information, it appears that reliance on

Mr. Si Chen
American Lorain Corporation
November 21, 2007 Page 8

other auditors located in Ch ina may have been necessary.  We further note that
you have not furnished the report of such other auditors as required by Rule 2-05
of Regulation S-X. You should revise the filing to include the report of the other
auditors that were relied on by the San Francisco, CA firm.   If that firm has
concluded that they are the principal a uditor and that aud it reports of other
auditors are not also required to be f iled, please provide us with the following:

ƒ A detailed explanation of the steps taken by your auditors to express an
opinion on your financial statements wit hout making reference in their report
to the audits of any other accounti ng firms.  Refer to AU Section 543.

ƒ The name of the firm that performed audit procedures for the operations in China.  Indicate if this firm is current ly registered with the Public Company
Accounting Oversight Board (PCAOB).  Confirm, if true, that their audit
procedures were performed in accordan ce with the standards of the Public
Company Accounting Oversight Board (U nited States) for audits performed
after that date. Describe in detail the nature of the procedures they performed
for which your San Francisco, CA auditors took responsib