SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
March 18, 2008

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. 2 to Registra tion Statement on Form S-1
Filed February 20, 2008
  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.

General

1. To eliminate the need for us to issue repetitive comments, please make appropriate
corresponding changes to all disclosure 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.

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 2
2. Please monitor your need to provide updated financial information as of December
31, 2007 to comply with the guidance in Rule 3-12 of Regulation S-X, and update your Form S-1 as necessary to reflect current information.  For example, we note that two Schedule 13Gs have been filed id entifying persons that beneficially own
more than 5% of your common stock.  Please update your beneficial ownership table accordingly. As another example, please  update the disclosure in the first and
second risk factors regarding your raw materials to include more current
information.
3. We note your response to our prior comment 3.  Please expand the disclosure in the
risk factor entitled “We do not have any i ndependent directors and may be unable to
appoint any qualified independent  directors” on page 11 to clearly explain  the risk
to investors in having only one director , including from a corporate governance
perspective and in approving related party tr ansactions.    Elsewhere, as appropriate,
state when you plan to appoi nt additional directors.
4. In response to comment four from our letter dated November 21, 2007 you provided
audited non-condensed Statement of Cash  Flows for the nine months ended
September 30, 2007 for Millennium Quest, Inc.  It is unclear how this Statement of
Cash Flows meets the requirements within Rule 5-04 of Regulat ion S-X to provide
Schedule I - Condensed financial informati on of registrant.  Please clarify for us,
and if necessary, revise to provide Schedule I as prescribed by Rule 5-04 of Regulation S-X.
5. In response to comments 41, 42, 43, 44, and 55 from our letter dated November 21,
2007, you explain that you revised the respec tive financial statem ent items, or filed
amended documents to correct discrepancies in the financial statements.  Please tell
us how your revisions and amended docume nts comply with the guidance in SFAS
154.

Cover Page of Registration Statement

6. Please revise the cover page of your regi stration statement to comply with the
amendments that became e ffective February 4, 2008.

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 3  Cover Page of Prospectus

7. We note that the majority of your revenue is  derived from sales to China, Japan and
Korea, that your operations and executive o ffices are located in China, and that you
intend to focus future growth in China.   Please tell us why you chose the name
“American” Lorain.  In addition, please a dd a statement to the end of the first
paragraph that explicitly st ates that you have no operations in the U.S. and derive
most of your revenue from sales in China, Japan and Korea.

The Company, page 2
8. We note your response to our prior comment  6.  It appears that the ownership
percentage you show for Halter Financial is incorrect and should be 5.2%.  Please
advise.  Also, please explai n the ownership of Junan Hongrun, as it exceeds 100%.
Please also correct the char t that appears on page 36.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
 Overview, page 22

9. Supplementally, provide us with independent  support for your assertions in this
section. As examples only, we note that you make the following assertions:

• Your MREs are a “favorab le choice of the army;”

• You are the largest chestnut producer in the world;

• Your steamed chestnut in shell product was called “the revolution of traditional cooking method of chestnut” in Japan;

• The extracted sugar from a chestnut’s inner skin is “great for preventing diabetes;” and

• The chestnut market is a $2.1 billion industry worldwide and a $800 million industry in China.

Tight monetary policy to be implemented by the Chinese government in 2008 may
impeded our ability to obtain credit for working capital in a timely manner, page 26
10. You indicate that you have shortened your payment period from 55 to 30 days.
However, on page 32 you indicate that your credit terms are of between 90 to 180 days to most international distributors and between 30 to 120 days for many of your
domestic distributors.  Please reconcile these statements.

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 4  Results of Operations

 General, page 26

11. We note your response to our prior comment  18 and reissue it in part.  When you
attribute a change to more than one factor, quantify each factor’s contribution.  For example, we note that the increase in gross profit in the nine months ended
September 30, 2007 was mainly attributable to stably expended cost of revenues and the continuing increase of revenues, in par ticular the sales of chestnuts due to higher
profit margin.  As another example, we note that the increase in net revenue for the year ended December 31, 2006 was mainly a ttributable to increased market demand
for your products domestically. To the exte nt practicable, quan tify these factors’
contributions.

Liquidity and Capital Resources

General, page 32
12. Ensure that your liquidity section adequa tely identifies your planned expenditures
and fully discusses how you intend to pay fo r them, or cross references to where you
do discuss this. We note that you have indicated that you plan to:

• spend $2.78 million to expand your sales and marketing channels;
• open 1,000 food kiosk;
• open 100 retail stores;
• commence a branding and advertising strategy;
• spend $1.39 million on marketing;
• construct new production facili ties costing approximately $19.5
million; and
• expand agricultural operations.
13. Please update your discussion of your outstanding debt to the most recent practicable date, as opposed to the most recent quarter end, and provide the effective interest rates on your current outstanding debt .  Discuss the basis for your belief that
you will be able to double the size of your borrowings in 2008 to fund your expansion plans, and the anticipated terms of such financing, including for example,
the anticipated interest rates and maturity dates.

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 5  Corporate Structure and History

 Acquisition of Lorain Holding and Our Rela ted Equity Financing Transaction, page 38

14. Please cross reference to your more expa nded discussion of the ownership of your
preferred stock and subsequent conversion by HFI that is set forth on page 63.
15. State whether your transactions with HFI and Lorain Holding were in any way
contingent on each other, or whether th e transaction with Lorain Holding was
contemplated at the time of the HFI transaction.
16. State whether there were any preexisting relationships among you, HFI or Lorain Holding prior to the recapitalization.

Intellectual Property

Patents, page 52
17. Please state the basis for your belief th at your sweetheart chestnuts have the
potential to generate approximately $1  million in additional profit each year.

Executive Compensation
 Elements of Compensation

Base Salary, page 57
18. We note your response to our prior comment 30 and reissue it.  Describe the market
data you use to help set base salary, identify the similar companies you look at,
identify the actual performa nce factors and goals set for each named officer, and
state whether the officer met each goal.

Incentive Bonus, page 58
19. We note your response to our prior comment 32 and reissue it in part.  Identify the
actual goals set under each pe rformance factor for each named executive officer and
say whether the officer met such goals .  Identify the domestic and national
companies you look at to help set bonuses.

Employment Agreements, page 60
20. State the salary for each officer in U.S. dollars.

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 6  Certain Relationships and Re lated Transactions, page 61

21. Provide the information required by Item  404(c) of Regulation S-K as to any
transactions with any promoters.  For ex ample, we note your disclosure on page 14
in regard to your acquisition of certain interests from the Lorain Group which was
controlled by Mr. Chen.
 Consolidated Financial Statements as of and for the Quarterly Period Ended September
30, 2007, page F-1
 Note 1. Organization, Basis of Presentati on, and Practical Activ ities, page F-6

 (c) Reverse-Merger, page F-6

22. Your response to prior comment 45 explai ns that you revised the language in the
disclosure to reflect that ALC is the legal acquirer, and ILH is the accounting
acquirer.  However, we continue to note th e disclosure in the last paragraph, which
states “…the accompanying consolidated financial statements are those of the accounting acquirer, ALC.”  Please revise  your disclosure to resolve this
inconsistency.
23. Within your response to prior comments 48 and 57, you state that you have only one
type of business activity, namely the manuf acture and sale of chestnuts, fruits, and
other food products which can be classified into three produc t lines: convenience
foods, ready to cook meals, and ready to eat meals.  We note from your business discussion on pages 37 through 55 that you continually identify yourself, and provide distinct discussion of three areas of operations: convenience foods, chestnut
products, and frozen, canned and bulk foods.  We also note you provide distinct
financial information for these operating ar eas within Management’s Discussion and
Analysis on page 20.  As such discussi ons are provided “through the eyes of
management”, please tell us why you believe these areas are not operating segments that require separate repo rting under the guidance in SFAS 131. Specifically address
paragraph 10 of SFAS 131 in your response.
 (y) Recent Accounting Pronouncements, page F-12

24. In your response to prior comment 49 you e xplain that you revised the discussion to
disclose the impact of adopting FIN 48 and SAB 108, which did not have any
material impact on the consolidated financia l statements.  However, we could locate
no such revised disclosures in the amende d Form S-1.  As such, we re-issue prior
comment 49.

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 7  Consolidated Financial Statements as of and for the Years Ended December 31, 2006,
2005, and 2004, page F-18
 Consolidated Balance Sheets, page F-19

25. Please explain why you have included minority interests in your calculation of total
liabilities.

Note 5 – Other receivables, page F-32
26. Your response to prior comment 52 explai ns that there is no amount due from a
director.  As such, please remove the disc losure which states “Amount due from a
director is unsecured, interest fr ee and has no fixed repayment date.”
 Note 9 – Short-term Debts, page F-34

27. Prior comment 54 from our letter da ted November 21, 2007 requested you to
indicate which currency your short term de bts, notes payable, and long term debts
are denominated in.  It appears you revised the disclosure within Note 9 to explain
that your short term debts are denominat ed in RMB; however, no disclosure was
provided as to what currency the notes pa yable or long term debts are denominated
in.  As such, we re-issue prior comment 54.
 Exhibits 5.1 and 5.2

28. We note your response to our prior comment 61 and reissue it. Please file the
opinions of counsel at your earliest convenience.

Exhibit 15
29. The acknowledgement letter from your independent public accounting firm refers to their report for the periods ended June 30, 2007 and December 31, 2006, dated August 12, 2007.  However, the report from your independent public accountant included in the registration statement on page  F-1 is for the period as of September
30, 2007, and for the three and nine-month periods ended September 30, 2007 and 2006, and is dated October 21, 2007.  Pl ease obtain and file a revised
acknowledgement letter from your independent public accounting firm that refers to
the proper periods and report date.

Exhibit 23.3

30. The consent from your independent public accounting firm consents to the use of
their report dated August 12, 2007.  As pr eviously noted, the report from your
independent public accountant included in the registration statement on page F-1 is

Mr. Si Chen
American Lorain Corporation
March 18, 2008 Page 8
for the period as of September 30, 2007, and for the three and nine-month periods
ended September 30, 2007 and 2006, and is dated October 21, 2007.  Please obtain
and file a revised consent from your inde pendent public accounting firm that refers
to the proper periods and report date.
 Undertakings

31. Please provide the undertakings required by Item 512(a)(5) and  512(h) of
Regulation S-K.
 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.
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 pu rsuant 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 fili