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Am Lorain 2nd Rev (6) SU Acct Memo_MWjsd.doc 2 Review Versionnd
M ACCOUNTING REVIEW ME ORANDUM
SUBSEQUENT FILING/RESPONSE

NT: American Lorain Corporation

6
:

/D CODE: 2004 10- KSB with final disposition of 02/21/06
DATES OF FINANCIAL STATEMENTS:
, 2006 and 2005.
f 06 e a h  ended 06/30/08 and
UN R D C T(S):
          R E P O R T       C O N S E N T
  DATE           DATE
DATE EXAMINED:  10/15/08
MBER:  4 OFFICE NU
RA REGIST  CIK:  1117057   SIC:  2060   FILE:  333-145260
FORM :  S-1/A #
DATE FILED:  10/10/08
  TYPE OF REVIEW     FULL   (X)    FINANCIAL  (   )        TARGETED  (   )
DATE OF LAST REVIEW AND F
and code C8. STATUS OF 1934 FILINGS:  Current and timely
AUDITED:  As of and for the years ended December 31, 2007 U D D  o /30/08, and fo th nd six mont  period NAU ITE : As r the re s
06/30/07
 INDEPENDENT ACCO TANTS’ AUDIT REPO T(S) AN ONSEN
NAME     CITY/STATE

 C , LLP uth San Francisco, CA 02/26/08 10/10/08
Won & C n CA 07/21/08 10/10/08
) S-1
(   )

(   )
 Qtr (   ) 2nd Qtr (   ) 3rd Qtr (    )

SUGGESTED COMMENTS:  None     (   )       Attached    (   ) Recommend clearance of F/S  (X) Additional Information  (   ) Futures Comments   (   ) Amendment Requested  (   ) Samuel H. W o.   ong & So

Parent Only (5-04 Reg S-X) Samuel H. g o., LLP  South Sa  Francisco,  DOCUMENTS EXAMINED: Registration Statement   (XProxy Statement   Periodic Reports – Form 10-K
 Form 10-Q   1st

2 ation
S
lera ed (   )
(   )
(   )
ng company  (X)
ACCOUNTANT: Mark A. Wojciechowski   DATE:  10/15/08
REVIEW ACCOUNTANT: Jill Davis   DATE: 10/20/08
F/S UPDATE DUE: 11/12/08 – 3
rd Qtr 2008 financial inform
 FILER STATU :  Large Acc t   e
  Accelerated        Not Accelerated     Small reporti ENGINEER:  N/A ATTORNEY: Donna Levy

3 ND BACKGROU

FINANCIAL DATA

31
GAAP:   United States

ACTION
Fiscal Year:   DecemberGAAS:   PCAOB (US)

TRANS

HISTORY

       Date                 Date
Document        of Period End   Submitted/Filed
08/09/07
08/17/07
08/20/07
10/26/07
10/29/07
11/14/07
11/21/07
02/20/08
02/20/08
03/18/08
04/15/08
04/16/08
05/15/08
05/15/08
05/16/08
06/06/08
08/07/08
08/07/08
      06/30/08  08/14/08
    08/20/08
#5         09/19/08
Comment letter         09/30/08
 10/10/08
        10/10/08
Review in process

SUMMARY OF SIGNIFICANT OR UNUSUAL ISSUES
Form S-1          Bedbug comment letter        Form 10-Q       06/30/07  Form S-1/A          Supplemental response         Form 10-Q       09/30/07  Comment letter          Supplemental response        Form S-1/A #2         Comment letter          Form 10-K       12/31/07  Form 10-K/A       12/31/07  Supplemental response         Form S-1/A #3         Form 10-Q       03/31/08  Comment letter         Supplemental response        Form S-1/A #4         Form 10-Q Comment letter     Supplemental response         09/19/08 Form S-1/A
Supplemental response
Form S-1/A #6

Material Issues:

No new issues identified.  See items previously addressed in the cumulative CLOSING DOCUMENT section below.

4 LIST
as
pliance with staff com
   Yes  (X)      No  (   )     N/A  (   )
2.
 acceptable. Yes  (X)     No  (   )     N/A  (   )
ation was
gistrant.  Yes  (X)     No  (   )     N/A  (   )
4.    Auditor consent has been updated, as
ared and filed in
tion S-X. Yes  (X)     No  (   )     N/A  (   )
5.  ic
 ents of
 or Fo m 20  (   )     N/A  (   )

6. t filings
 have been
 (   )     N/A  (   )
 7. o summary
iew is
nte d summary information
  Yes  (X)     No   (   )     N/A  (   )
 8. ew emo
  (   )     N/A  (   )
 9. Completed confidential treatment request
checklist; verified submission on EDGAR;  retained a clean copy of the response.   Yes  (X)     No   (   )     N/A  (   )
 10. Registrant provided TANDY representations
requested in our first comment letter.   Yes  (X)     No   (   )     N/A  (   )

   REVIEW CHECK
 1.  The subsequent filing or response w  reviewed for com ment
 letter dated 09/30/08.

 Further staff comments are not necessary; the
  actual or proposed revisions ARE 3.    Request for supplemental inform  satisfactorily responded to by the re

  appropriate; audit report prep
  accordance with Article 2 of Regula
  Registrant complied with the period
 filing and financial updating requirem Article 3 of Regulation S-X, r -F.  Yes  (X)     No
Review has encompassed all relevan
filed subsequent to prior memo; these
ry S mma listed in the Histo u ry above.  Yes  (X)     No
Updated cumulative Closing Mem
in this accounting memo; if revcomplete, e re  in the
Closing Memo database
Uploaded PRIOR second revi m to
EDGAR; updated disposition on J-drive
 Accounting Log   Yes  (X)     No

5 NT –

SIGNIFICANT ISSUES

sulted in an amendment to the document.
ion:
ent)
Indicate whether a significant financial statement item was restated by 10 percent or more.

    Item              Period             Original             RevisedCLOSING DOCUME
Significant Issue:
Resolution:
Indicate whether there was a material change that re(   ) Yes   (   ) No If there was such a change, indicate the nature of the revis(   ) Financial statements (amounts)
ancial disclosure (in the notes to the financial statements)  (   ) Other fin(   ) Other disclosure (elsewhere in the docum
(   ) Yes   (   ) No
If there was such a change, complete the following table:

Affected          Affected  Amount             Amount      $ change % change

Material Issue:
 ents to comply with Rule 3-12 of Regulation S-X.
• Unclear why they do not have reportable operating segments under SFAS 131
   END OF CLOSING DOCUMENT ________________________________________________________________________

MATERIAL ISSUES

•Need to update financial statem

6 ENTS: DISPOSITION OF PRIOR COMM

Form S-1/A No. 5 Filed September 19, 2008
Financial Statements - American Lorain Corporation (Parent Only)
General

  We note you have identified these financial statements as ‘Retroactively Restated’.  10.
ease tell us, and revise your disclosure to explain why you have labeled these financial
tatements as
ely restated as if
 presented in order
 current form (i.e.
hose of the accounting
, they deleted the heading and have more fully disclosed
the matter in Note 1(c) to the parent-only financial statements, consistent with the disclosure in
the notes to the consolidated financial statements. Response and revisions are adequate, no further comment is necessary.  NFR-JSD: OK Plstatements as such.
Complied –
NTR, MW: The registrant explains that they labeled the parent-only financial s
“Retroactively Restated” because such financial statements have been retroactiv
the recapitalization transaction occurred as of the beginning of the first periodto reflect the financial position and operating results of the holding entity in itsbecause of the recapitalization the historical financial statements are now tacquirer).  For the sake of clarification

7 RESPONSE:
NFR-JSD: OK ACCOUNTING COMMENTS ON SUBSEQUENT FILING/

None