SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7105
September 30, 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. 5 to Registra tion Statement on Form S-1
Filed September 19, 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 the disclosure on page F-66 of sale s to Syria.  We also note the references
in the prospectus to expanding your market to  the Middle East.  We also note that in
the prospectus you use the term “South Korea” and the term “Korea.”  It is not clear
that they are used interchangeably.  Syri a, Iran, Sudan and North Korea have been
identified as state sponsor of terrorism by the U.S. Department of State, and are
subject to U.S. economic sanctions and expor t controls.  Please describe for us your
past, current, and anticipated operations i n, or other contacts with, Syria, Iran, Sudan

Mr. Si Chen
American Lorain Corporation
September 30, 2008 Page 2
or North Korea.  Your response should include descriptions of contacts through
subsidiaries, joint ventures or distributors, or other indirect arrangements, if any.
2. Please discuss the materiality of any ope rations and other contacts described in
response to the foregoing comment, and wh ether they would constitute a material
investment risk for your security holde rs.  You should address materiality in
quantitative terms, including the approximate
 dollar amounts of any associated
revenues, assets, and liabilities for the past three fis cal years.  Also, address
materiality in terms of qualitative factor s that a reasonable in vestor would deem
important in making an investment deci sion, including the potential impact of
corporate activities upon a comp any’s reputation and share valu e.  In this regard, we
note that various American st ate and municipal government s, universities, and other
investors have proposed or adopted divestment or ot her initiatives regarding
investment in companies that do business with state sponsors of terrorism.  Your
materiality analysis should address the potential impact of investor sentiment
directed toward companies that have busin ess contacts with countries identified as
state sponsors of terrorism.
3. We note that the number of shares that you are registering for resale has decreased.
Please tell us why .  If the selling stockholders relied on Rule 144 to sell any shares,
please provide us with an analysis as to the availability of Rule  144, in light of your
prior status as a shell company.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Recent Developments
 Newly Elected Directors and Officers, page 26

4. We note your disclosure that effective September 22, 2008 Yilun Alan Jin is your
CFO.  Update your disclosure elsewhere in  the prospectus as necessary to discuss
Mr. Jin’s background and the material term s of his employment agreement.  We
note that you have filed Mr. Jin’s employm ent agreement as exhibit 10.21.  In the
caption to the exhibit, you indicate that the agreemen t is dated November 20, 2007.
However, the agreement filed with the Form 8-K is dated September 22, 2008.
Please advise.

Mr. Si Chen
American Lorain Corporation
September 30, 2008 Page 3  Results of Operations

 Comparison of Three Months Ended June 30, 2008 and 2007, page 26

 Comparison of Six Months Ended June 30, 2008 and 2007, page 29

5. We note your response to our prior comment 3, and that for your Cost of Revenues
and Operating Expenses for both interim pe riods you do not quantify the factors that
contributed to the increases.   For example,  we note that the in crease in selling and
marketing expenses for the three month pe riod “mainly” resulted from efforts to
market your products in China. To the ex tent practicable, quantify the factor’s
contribution. Discuss the other factors th at led to increases in your costs and
expenses.
 Liquidity and Capital Resources

 For the Fiscal Year Ended December 31, 2007

 General, page 35

6. We note your response to our prior comment  4.  Please explain why you deleted the
discussion under “Recent Developments” on pa ge 40.  It does not appear that this
information is in the Business section.
 Operating Activities, page 40

7. We note your response to our prior comme nt 2, and your disclosure on page 55
under “Our Customers” in the Business sec tion regarding your sales directly to
wholesalers, food processors and mass merchandisers.   Explain how you expect that the trend toward transf erring domestic sales to agents will affect your future
results.
 Business

 Our Customer, page 55

8. We note your response to our prior comme nt 5, and that Shandong Lvan Import &
Export Co., Ltd. accounted for 15.4% of tota l revenues in 2007.  State whether you
have an agreement with Shandong and if so, di sclose the material te rms.  If there is
an agreement, please also provide an an alysis as to why the agreement does not
need to be filed under Item 601(b)(10) of Regulation S-K .

Mr. Si Chen
American Lorain Corporation
September 30, 2008 Page 4  Certain Relationships and Re lated Transactions, page 71

9. We note your response to our prior comment 5 and reissue it in part.  In regard to
the determination of the value of the acqui red shares, state whether any independent
valuation was obtained, or el se describe the basis for the determination of the
market value. State whether the purch ases were approved by the independent
members of the board of ILH.
 Financial Statements - American Lorain Corporation (Parent Only)

 General

10. We note you have identified these financial st atements as ‘Retroactively Restated.’
Please tell us, and revise your disclosure  to explain why you have labeled these
financial statements as such.
 Exhibits

11. Item 601(b)(5) of Regulation S-K  requires th at  counsel opine on the validity of the
securities being registered “when sold.”  The opinions filed state only that the
Shares have been legally issued and are fully paid and non-assessable.  Obtain and
re-file opinions that comply  with Item 601(b)(5).

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:

Mr. Si Chen
American Lorain Corporation September 30, 2008 Page 5    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 filing; and
   the company may not assert staff comments and 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.

 You may contact Mark Wojciechowski at  (202) 551-3759 or, in his absence, Jill
Davis, Accounting Branch Chief, at (202) 551-3683 if you have questions regarding the
accounting comments.  Please contact Donna Le vy at (202) 551-3292 or, in her absence,
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  D. Levy  B. Friar