SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
June 6, 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. 3 to Registra tion Statement on Form S-1
Filed May 15, 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. We note your response to our prior comment  2 and that you have filed your Form
10-Q for the quarter ended March 31, 2008.  Please update your Form S-1 to include
your interim financial information and as otherwise necessary to reflect current
information.  Please ensure that all information in your filing is updated, such as the disclosure in the risk factor “We may be  unable to manage future rapid growth.”

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 2
2. We note your response to our prior comment 3 and the risk factor that you added
entitled “We do not have any independent directors and may be unable to appoint
any in the short term,” on page 11.  It appear s that the risk factor repeats information
regarding Mr. Chen’s ability to approve related party transactions.  You should
delete any redundant disclosure.  In add ition, expand your discussion to address Mr.
Chen’s ability to approve his own compensation.
3. We note your response to our prior comment  7, and your long term plans to expand
into the US.  Please discuss these expansion plans elsewh ere in your prospectus as
appropriate.

The Company, page 2

4. We note your response to our prior comment 8 and reissue it in part. It is not clear
from the chart the ownership of Junan Hongr un.  It appears that it is owned by both
International Holding Inc. and Beijing Lorain. Add a footnote to the chart in each
place that it appears in the prospectus th at explains that Junan Hongrun owns 70%
of Beijing Lorain , or revise the chart to displa y Beijing Lorain below Junan
Hongrun to signify which party owns the other.
 Risk Factors, page 5

 “We are subject to credit risk in re spect of account receivables,” page 10

5. Please explain this statement (emphasis a dded) and the one immediately preceding:
“Our third party trade receivables incr eased materially during year 2007 to
$6,322,476  compared to $11,805,231 during 2006 due to increased sales.”  In
addition, expand this risk factor to disc uss the payment delays of your creditors
notwithstanding your shortene d credit terms, as well as the “procrastinated
payments” of some of your large customers and how you have been affected by these, as disclosed on page 32.
 Regulatory Risk

 We may be exposed to potentia l risk relating to our intern al controls over financial
reporting …, page 12
6. You explain that a report from your ma nagement on the effectiveness of your
internal controls over financial reporting is “…include d under Item 9A of this
Annual Report on Form 10-K.”  As this is  not an annual report on Form 10-K, and
no such report is included, please revise as necessary.

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 3  Selected Quarterly Financ ial Information, page 22

7. In the introductory paragr aph preceding the tables, you explain that “The following
tables set forth certain unaudited financial information for each of the eight quarters
ended December 31, 2006 and the first, second and third quarters through
September 30, 2007.”  However, we note that within the tables, you present
information for the twelve quarters ended December 31, 2007.  Please modify this statement to correspond to the actual  periods presented in the table.
 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Overview, page 23

8. We note your response to our prior co mment 9 and reissue it in part.
Supplementally, provide us with copies of documentation from independent third
parties that supports the following claims, marked to show where in the document
the support can be found, or else remove the claims from the prospectus:

• that your MREs are a “favorable choice” of the army;

• that your steamed chestnut in she ll product was called “the revolution
of traditional cooking method of  chestnut” in Japan;

• that some initial research indicates that the extracted sugar from a  chestnut’s inner skin is effec tive in preventing diabetes;  and

• that the chestnut market is a $2.1 billion industry worldwide and a
$800 million industry in China.
9. We note your statement that by amelio rating the traditional cooking method you
produce high value-added processed chestnut  products such as Steamed Chestnut in
Shell, Sweet Heart Chestnut, chestnut in syrup and “so on.”  Explain what you mean
by the phrase “so on,” or else remove it.
10. Explain further your statement that “[m]a ny varieties are not replicable by our
Chinese industrial peels.”
 Results of Operations

 Year ended December 31, 2006 Compared to Year ended December 31, 2005, page 30

11. We note your response to our prior comment  11 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 ne t revenue for the year ended December 31,

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 4
2007 was “mainly attributable” to increased market demand for your products domestically.  To the extent practicable, quantify this factor’s  contribution. Discuss
the other factors that led to an increase in your net revenues.
 Liquidity and Capital Resources

 General, page 31

12. We note your response to our prior comment 12 and reissue it in part.  You state that
you expect to complete a debt financing in 2008 and raise $40 million.  However, the uses of the proceeds exceed $40 million. Explain how you will fund the
remaining uses. Provide the timing for the completion of the activities you list. We
also note that on page 45 you indicate th at by the end of 2008 you plan to increase
total storage capacity to 25,450 metric tons.  State the cost of this expansion and
how you will pay for it. Finally, you state that  you have cash and cash equivalents of
$879 million.  Please advise.
13. We note your response to our prior co mment 13. We note that all of your
outstanding debt has matured or will mature by the end of 2008.  Explain whether you intend to refinance this debt and if so, the anticipate d terms of any refinancing.
14. On several occasions throughout your explanation of changes in cash flows from year to year, and within your table, we  note inconsistencies between cash flows
provided by, or (used in) activities. For example, w ithin operating activities you
state that “Net cash used in operating activities was $3.6 million for 2007”.  However, the table presents cash flows provided by operating activities for 2007 of
$3.6 million.  Please review your disclosu res and modify as necessary to be
consistent.

We also note that when you discuss the cha nge in cash flows from year to year, the
amount of the change does not appear to rec oncile to your statements of cash flows.
For example, within operating activities, you explain that from 2006 to 2007 there was a decrease of $4.4 million in cash flows from operating activities.  However, we
note the decrease was actually $11.6 milli on; from cash provided by operating
activities of $8.0 million in 2006, to cash us ed in operating activities of $3.6 million
for 2007.  Please review your disclosu res and modify as necessary.
 Loan Facilities, page 32

15. We note your table presents amounts and maturity dates of loans as of March 31,
2008.  We note your reference to footnot e one which explains that the loans
identified were disbursed under a special  aid development program and are not
considered to be in default.  However, we note several other loan s that have stated

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 5
maturity dates prior to March 31, 2008.  Please tell us and disclose if these loans are
considered to be in default.
16. We note your disclosure that “As shown in the above table, we have $21.6 million
in loans maturing on or before the end of March 31, 2008.”  This statement does not appear to be consistent with the stated maturities presented in the table.  Please
revise as necessary to be consistent.
 Corporate Structure and History

 Acquisition of Lorain Holding and Relate d Equity Financing transaction, page 37

17. We note your responses to our prior comments 15 and 16.  Please put your
responses in the prospectus.
 Intellectual Property

 Patents, page 51

18. We note your response to our prior comment 17.  Please put your response in the
prospectus.
 Executive Compensation

Elements of Compensation

Base Salary, page 56
19. We note your responses to our prior comments 18 and 19.  Please put your
responses in the prospectus.
20.  You state that 45% of base salary is based on an indivi dual’s performance.  Please
state in the prospectus the performance goals for each officer and whether each one
achieved such goals.
 Employment Agreements, page 58

21. We note your response to our prior comment  20 and reissue it.  In addition there
appears to be a discrepa ncy between the RMB salary amounts you show on page 56
and the amounts in this section.  Please advise.

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 6  Certain Relationships and Re lated Transactions, page 59

22. We note your response to our prior comment 21.  Describe the material terms of the
August 2006 acquisition, including the nature of the interests bought, the price paid and how it was determined, who approved th e terms of the transaction and whether
it was on terms obtainable from a third party.  File as exhibits all documentation related to such  purchase.
23. For each other transaction, state whether it was on terms obtainable from third parties.
24. State whether you have a written conflicts of  interest policy.  If so, describe its
material terms.  If not, provide a risk factor  to investors regardi ng the lack of such a
policy.
   Financial Statements

 General

25. In response to comment four from our letter dated March 18, 2008 you provided a
condensed balance sheet as of Decembe r 31, 2007 and 2006 for American Lorain
(formerly Millennium Quest) to comply with the requirements of Rule 5-04 of
Regulation S-X.  Please note that Schedule I of Rule 5-04 refers to the requirements
provided in Rule 12-04 of Re gulation S-X.  Rule 12-04 of Regulation S-X requires
you to provide condensed financial informa tion as to financial position, cash flows
and results of operations as of the same dates and for the same periods for which
audited consolidated financial statements  are required, and requires disclosures
regarding material contingencies, long-term obligations and guarantees.

Such schedule should be audited, and in cluded within your independent auditors
report on your consolidated financial statements, and is generally presented subsequent to the notes to the financial st atements so as to not be confusing or
misleading to users of the financial statem ents.  Please contact us at the numbers
listed at the end of this le tter if you have questions rega rding the requirements of
Schedule I of Rule 5-04.

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 7  Notes to Financial Statements

 Note 2 - Summary of Significant Accounting Policies

 (b) Principles of Consolidation, page F-9

26. Immediately preceding your table of cons olidating subsidiari es, you state “As of
December 31, 2006, the detailed identities of the consolidating subsidiaries are as
follows:”.   Please revise your table to be as of December 31, 2007.
 (q) Retirement Benefits, page F-12

27. You state that your contributions under de fined contribution retirement plans are
“…charged to the pro forma consolidated statement of income as incurred.”  Please explain why you charge these costs to th e pro forma consolidated statement of
income.
 (v) Earnings per Share, page F-13

28. You state that “During the years en ded 2007, 2006, and 2005 no dilutive potential
ordinary shares were issue d.”  Please tell us why there is a difference between the
number of weighted average shares outstand ing used in the calc ulation of basic and
diluted earnings per share for 2007, as pres ented on your Consolidated Statements
of Income, on page F-4.
 Exhibit 15

29. In response to prior comment 29, you pr ovided a revised acknowledgement letter
from your independent public accounting firm  that refers to the proper date of the
auditors report for the th ree and nine months ended September 30, 2007.  However,
financial statements for such period are no longer included in the document;
therefore an acknowledgemen t letter covering such peri od does not appear to be
required with respect to the report fo r the interim periods ended September 30,
2007. .  Please refer to Item 601(b)(15) of  Regulation S-K for additional guidance.
 Exhibit 23.3

30. The consent from your independent public a ccounting firm consents to inclusion in
your registration statement of their reports dated October 21, 2007, March 1, 2007,
and February 26, 2008.  It is not clear w hy your independent public accounting firm
has consented to use of their reports  dated October 21, 2007 and March 1, 2007.
Please provide a consent that specifically  addresses the audit reports that are
included in your most recent registration statement.

Mr. Si Chen
American Lorain Corporation
June 6, 2008 Page 8  Exhibits 5.1 and 5.2

31. The opinions of counsel that you have f iled are limited to Delaware General
Corporation law.  Counsel must also opine on applicable Delaware judicial
opinions.  Obtain and re-file revised opinions  of counsel that are not so limited.
 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