UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB



(Mark one)
    X          Quarterly  Report  Under  Section  13 or 15(d) of the  Securities
               Exchange Act of 1934


               For the quarterly period ended March 31, 2007

               Transition  Report  Under  Section 13 or 15(d) of the  Securities
               Exchange Act of 1934

               For the transition period from ______________ to _____________



                         Commission File Number: 0-31619

                             Millennium Quest, Inc.
        (Exact name of small business issuer as specified in its charter)

       Delaware                                             87-0430320
       --------                                     --------------------------
(State of incorporation)                              (IRS Employer ID Number)

                               Beihuan Zhong Road
                                  Junan County
                             Shandong, China 276600
                    (Address of principal executive offices)

                                (86) 539-7318818
                           (Issuer's telephone number)




Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. YES X    NO

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act): YES    NO X

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: May 11, 2007: 10,508,643
                                          ------------------------

Transitional Small Business Disclosure Format (check one): YES    NO X




<PAGE>






                             Millennium Quest, Inc.

                Form 10-QSB for the Quarter ended March 31, 2007

                                Table of Contents


                                                                            Page
Part I - Financial Information

  Item 1 Financial Statements                                                  3

  Item 2 Management's Discussion and Analysis or Plan of Operation             9

  Item 3 Controls and Procedures                                              11

Part II - Other Information

  Item 1 Legal Proceedings                                                    12

  Item 2 Recent Sales of Unregistered Securities and Use of Proceeds          12

  Item 3 Defaults Upon Senior Securities                                      13

  Item 4 Submission of Matters to a Vote of Security Holders                  13

  Item 5 Other Information                                                    13

  Item 6 Exhibits                                                             13


Signatures                                                                    13



<PAGE>
<TABLE>
<CAPTION>

Part I
Item 1 - Financial Statements

                             Millennium Quest, Inc.
                          (a development stage company)
                       Unaudited Condensed Balance Sheets

                                                             March 31,     December 31,
                                                               2007           2006
                                                             -------        -------
<S>                                                          <C>            <C>

                                     ASSETS
Current Assets
   Cash                                                      $   623        $ 1,066
                                                             -------        -------

   Total Current Assets                                          623          1,066
                                                             -------        -------

Total Assets                                                 $   623        $ 1,066
                                                             =======        =======


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
   Current Liabilities
     Accounts payable                                        $13,424        $15,568
     Stockholder loans                                        32,000         27,000
     Accrued interest payable on stockholder loans             1,847          1,346
                                                             -------        -------

     Total Current Liabilities                                47,271         43,914
                                                             -------        -------


Stockholders' Equity (Deficit)
   Preferred stock - $0.001 par value
     5,000,000 shares authorized,
  none issued and outstanding                                    --             --
Common stock - $0.001 par value.
  20,000,000 shares authorized.
  2,261,643 shares issued and outstanding                      2,262          2,262
Capital in excess of par value                               163,788        163,788
Retained deficit                                            (106,991)      (106,991)
Deficit accumulated during the development stage            (105,707)      (101,907)
                                                           ---------      ---------

Total Stockholders' Equity (Deficit)                         (46,648)       (42,848)
                                                           ---------      ---------

Total Liabilities and Stockholders' Equity (Deficit)       $     623      $   1,066
                                                          ==========      =========

</TABLE>



The  accompanying  notes  are an  integral  part of  these  unaudited  condensed
                             financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>



                             Millennium Quest, Inc.
                          (a development stage company)
                  Unaudited Condensed Statements of Operations

                                                                                   Period from
                                                                                   May 4, 1994
                                                                                (date of reentry
                                          Three months        Three months       to development
                                              ended               ended          stage) through
                                         March 31, 2007      March 31, 2006      March 31, 2007
                                         --------------      --------------      --------------
<S>                                      <C>                 <C>                 <C>


Revenues                                   $      --            $      --            $      --
                                           -----------          -----------          -----------

Operating Expenses
   General and administrative expenses           3,301                7,266              112,899
                                           -----------          -----------          -----------

   Total operating expenses                      3,301                7,266              112,899
                                           -----------          -----------          -----------

Loss from operations                            (3,301)              (7,266)            (112,899)

Other Income (Expense)
   Interest expense - related party               (501)                (226)              (1,847)
   Interest and other income                         2                   16                9,039
                                           -----------          -----------          -----------

   Total other income (expense)                   (499)                (210)               7,192
                                           -----------          -----------          -----------

Loss before provision for income taxes          (3,800)              (7,476)            (105,707)

Provision for income taxes                        --                   --                   --
                                           -----------          -----------          -----------

Net Loss                                   $    (3,800)         $    (7,476)         $  (105,707)
                                           ===========          ===========          ===========

Net loss per share of common stock
   outstanding  -
   basic and fully diluted                  $     (0.00)   $     (0.00)
                                            ===========    ===========

Weighted-average number of shares
   outstanding - basic and fully diluted     2,261,643      2,101,643
                                            ===========    ===========

</TABLE>



The  accompanying  notes  are an  integral  part of  these  unaudited  condensed
                             financial statements.



                                       4
<PAGE>
<TABLE>
<CAPTION>



                             Millennium Quest, Inc.
                          (a development stage company)
                  Unaudited Condensed Statements of Cash Flows

                                                                                                     Period from
                                                                                                     May 4, 1994
                                                                                                  (date of reentry
                                                            Three months        Three months       to development
                                                                ended               ended          stage) through
                                                           March 31, 2007      March 31, 2006      March 31, 2007
                                                           --------------      --------------      --------------
<S>                                                        <C>                 <C>                 <C>

Cash Flows from Operating Activities
   Net loss                                                 $  (3,800)           $  (7,476)           $(105,707)
   Adjustments to reconcile net loss to
   net cash used by operating activities
     Non-cash expenses                                           --                  3,000               13,000
     Net increase (decrease) in
       Accounts payable                                        (2,144)              (8,227)              13,424
       Accrued interest payable on stockholder loans              501                  226                1,847
                                                            ---------            ---------            ---------
   Net cash used by operating activities                       (5,443)             (12,477)             (77,436)
                                                            ---------            ---------            ---------


Cash Flows from Investing Activities                             --                   --                   --
                                                            ---------            ---------            ---------


Cash Flows from Financing Activities
   Cash received from stockholder loans                         5,000               20,000               32,000
                                                            ---------            ---------            ---------

   Net cash provided by financing activities                    5,000               20,000               32,000
                                                            ---------            ---------            ---------

Net Increase (Decrease) in Cash                                  (443)               7,523              (45,436)

Cash at beginning of period                                     1,066                1,083               46,059
                                                            ---------            ---------            ---------

Cash at end of period                                       $     623            $   8,606            $     623
                                                            =========            =========            =========


Supplemental Disclosure of Interest and Income Taxes Paid
     Interest paid during the period                        $    --              $    --              $    --
                                                            =========            =========            =========
     Income taxes paid during the period                    $    --              $    --              $    --
                                                            =========            =========            =========

</TABLE>



The  accompanying  notes  are an  integral  part of  these  unaudited  condensed
                             financial statements.



                                       5
<PAGE>

                             Millennium Quest, Inc.
                          (a development stage company)
                Notes to Unaudited Condensed Financial Statements

Note A - Summary of Significant Accounting Policies

The accompanying  financial statements have been prepared by the Company without
audit. In the opinion of management,  all adjustments (which include only normal
recurring  adjustments)  necessary  to present  fairly the  financial  position,
results  of  operations  and cash  flows at March 31,  2007 and 2006 and for the
periods then ended have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
in the United States of America have been condensed or omitted.  It is suggested
that  these  condensed  financial  statements  be read in  conjunction  with the
financial  statements and notes thereto  included in the Company's  December 31,
2006 audited  financial  statements.  The results of operations  for the periods
ended March 31, 2007 and 2006 are not  necessarily  indicative  of the operating
results for the full year.

Note B - Going Concern Uncertainty

The  accompanying  financial  statements  have been prepared in conformity  with
generally accepted  accounting  principles in the United States of America which
contemplate continuation of the Company as a going concern. However, the Company
has incurred  losses  since  re-entering  development  stage and has no on-going
operations.  Further,  the Company has current  liabilities in excess of current
assets.  These factors raise  substantial doubt about the ability of the Company
to continue as a going concern. In this regard, management is proposing to raise
additional  funds through loans or through  additional sales of its common stock
or through the  acquisition of other  companies.  There is no assurance that the
Company will be  successful in raising this  additional  capital or in achieving
profitable operations. These financial statements do not include any adjustments
that might result from the outcome of these uncertainties.

Note C - Stockholder Loans

C&C  Investment  Partnership,  an affiliate of the  Company's  former  officers,
loaned an  additional  $5,000 to the Company on February 27, 2007.  This loan is
evidenced by  promissory  note bearing in interest at 7% per annum.  As of March
31, 2007,  the Company  owes a total of $32,000 in principal  and has accrued an
aggregate  $1,847 in interest  payable on these loans.  The interest  expense on
these loans was $501 and $226 during the three  months  ended March 31, 2007 and
2006, respectively.

Note D - Income Taxes

Due to changes in control in April and May 2007,  the  Company has a nominal net
operating loss  carryforward  available for future periods.  The ultimate amount
and availability of any future net operating loss  carryforwards  may be subject
to  limitations  set forth by the  Internal  Revenue  Code.  Factors such as the
number of shares ultimately issued within a three year look-back period; whether
there is a deemed  more  than 50  percent  change  in  control;  the  applicable
long-term tax exempt rate;  continuity of historical  business;  and  subsequent
taxable income of the Company all enter into the computation of allowable annual
utilization of the net operating loss carryforwards.




                                       6
<PAGE>
<TABLE>
<CAPTION>



                             Millennium Quest, Inc.
                          (a development stage company)
                Notes to Unaudited Condensed Financial Statements

Note D - Income Taxes - Continued

The Company's  income tax expense  (benefit) for each of the three month periods
ended March 31, 2007 and 2006 differed from the combined  statutory  federal and
state rate of 23.7 percent as follows:

                                                          Three months     Three months
                                                            ended             ended
                                                         March 31, 2007   March 31, 2006
                                                         --------------   --------------
<S>                                                      <C>              <C>

Statutory rate applied to income before income taxes        $  (901)         $(1,772)
Income tax effect resulting from:
     Federal benefit of state income taxes                       50               98
     Change in valuation allowance                              851            1,674
                                                            -------          -------

         Income tax expense                                 $  --            $  --
                                                            =======          =======

</TABLE>

As of March 31, 2007, the Company's deferred tax assets and valuation  allowance
are as follows:


       Deferred tax assets
         Deferred compensation                               $     672
         Net operating loss carryforwards                       31,587
         Less valuation allowance                              (32,259)
                                                             ----------

         Net Deferred Tax Assets                             $     --
                                                             ===========


Note E - Subsequent Events

Sale of Series A Voting  Convertible  Preferred  Stock - On April 5,  2007,  the
Company entered into a Stock Purchase Agreement ("Stock Purchase  Agreement") by
and among Dimitri Cocorinis and Terry Cononelos, former officers,  directors and
principal  stockholders of the Company, and Halter Financial  Investments,  L.P.
("Halter"), a Texas limited partnership,  pursuant to which Halter has agreed to
purchase  and  acquire  from the  Company,  and the  Company  agrees to sell and
deliver to Halter,  100,000  restricted,  unregistered  shares of the  Company's
Series A Voting Convertible Preferred stock, par value $0.001 ("the Shares"), in
consideration  of Halter's  payment to the  Company of  $455,000 in  immediately
available funds. The Shares shall have voting rights equivalent to, and shall be
convertible  into,  42,856,000  shares  of  the  Company's  common  stock.  This
transaction  closed on April 10, 2007, and Terry Cononelos and Dimitri Cocorinis
resigned  from their  positions  as officers  of the  Company,  Terry  Cononelos
resigned  from his position as a director of the Company,  and Timothy P. Halter
was appointed as President,  Secretary and a director of the Company to fill the
vacancies created by such  resignations.  Later in April 2007, Dimitri Cocorinis
also resigned from his position as a director of the Company.

Cash Dividend - In connection  with the Stock  Purchase  Agreement,  the Company
declared a $0.1827 per share liquidating cash dividend to stockholders of record
of 2,261,643 shares of common stock on April 16, 2007.



                                       7
<PAGE>

                             Millennium Quest, Inc.
                          (a development stage company)
                Notes to Unaudited Condensed Financial Statements

Note E - Subsequent Events - Continued

Common  Stock  Issued to Settle Loans - In  connection  with the Stock  Purchase
Agreement,  C&C  Investment  Partnership  ("C&C"),  a  partnership  owned by the
Company's  two former  officers,  entered into a Settlement  and Stock  Issuance
Agreement with the Company,  pursuant to which C&C and its principals  agreed to
accept the issuance to them of a total of 2,500,000 shares of restricted  common
stock of the Company in payment and  satisfaction of $25,000 in principal amount
of notes payable obligations to C&C.

Consulting  Agreements - On April 24, 2007,  the Company  entered into  separate
consulting  agreements   ("Consulting   Agreements")  with  Heritage  Management
Consultants,  Inc. ("Heritage") and Shufang Zhang ("Zhang").  Heritage and Zhang
have each been  engaged to assist the  Company in its  efforts to  consummate  a
business combination  transaction with a privately-held entity. In consideration
for the services to be provided  under the Consulting  Agreements,  Heritage and
Zhang  received  1,642,000 and 4,105,000  shares of the Company's  common stock,
respectively.

Common  Stock  Split - On April  30,  2007,  the  Company's  Board of  Directors
approved,  subject to receiving the approval of the holders of a majority of the
Company's  outstanding  capital  stock,  a  1-for-32.84  reverse  split  of  the
Company's issued and outstanding common stock.

Amendment to  Certificate  of  Incorporation  - On April 30, 2007, the Company's
Board of Directors approved, subject to receiving the approval of the holders of
a  majority  of the  Company's  outstanding  capital  stock,  an  amendment  and
restatement of the Company's  Restated  Certificate of Incorporation to increase
the total authorized stock from 20,000,000 to 200,000,000 shares of Common Stock
and change the name of the Company to "American Lorain Corporation".

Business Combination - On May 3, 2007, the Company entered into a Share Exchange
Agreement ("Share Exchange Agreement") with International Lorain Holding,  Inc.,
a  Cayman  Islands  company,  and its sole  shareholder,  Mr.  Hisashi  Akazawa.
Pursuant to the Share Exchange Agreement,  Mr. Akazawa agreed to transfer all of
the shares of the capital stock of  International  Lorain Holding,  Inc. held by
him,  constituting  all of the issued  and  outstanding  stock of  International
Lorain Holding, Inc., in exchange for 697,663 shares of the Company's new Series
B Voting  Convertible  Preferred  Stock.  The Company has  designated  1,000,000
shares of  preferred  stock as Series B with each  share  having  voting  rights
equivalent to, and being convertible into, approximately 23.375 shares of common
stock and having a stated  value of $66.15 that would be paid first in the event
of the liquidation of the Company.



Sale of Series B Voting  Convertible  Preferred  Stock and Common Stock Warrants
-On May 3, 2007, in connection  with the Share Exchange  Agreement,  the Company
entered into Securities Purchase  Agreements with certain accredited  investors,
pursuant  to which  the  Company  agreed  to issue  and sell to these  investors
299,055.78  shares  of our  Series  B Voting  Convertible  Preferred  Stock  and
warrants for the purchase of 45,912,455 shares of the Company's common stock for
approximately  $19.8 million.  These warrants are for a term of 3 years and have
an exercise price of $0.1294153 per share.

Grant  of  Common  Stock  Warrants  - In  connection  with  the  Share  Exchange
Agreement,  the Company agreed to issue warrants to consultants for the purchase
of 16,069,594  shares of common stock,  which warrants are for a term of 3 years
and have an exercise price of $0.1294153 per share.




                                       8
<PAGE>



Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1) Caution Regarding Forward-Looking Information


Certain  statements  contained  in this  quarterly  filing,  including,  without
limitation, statements containing the words "believes", "anticipates", "expects"
and  words  of  similar  import,  constitute  forward-looking  statements.  Such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors that may cause the actual results,  performance or achievements of
the Company,  or industry  results,  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking statements.

Such factors include, among others, the following:  international,  national and
local general economic and market conditions:  demographic  changes; the ability
of the Company to sustain,  manage or  forecast  its growth;  the ability of the
Company to successfully make and integrate acquisitions;  raw material costs and
availability;  new product  development and  introduction;  existing  government
regulations  and  changes  in,  or  the  failure  to  comply  with,   government
regulations;  adverse publicity;  competition; the loss of significant customers
or suppliers;  fluctuations  and  difficulty in forecasting  operating  results;
changes in business strategy or development  plans;  business  disruptions;  the
ability  to attract  and  retain  qualified  personnel;  the  ability to protect
technology; and other factors referenced in this and previous filings.

Given  these  uncertainties,  readers  of this Form  10-QSB  and  investors  are
cautioned not to place undue reliance on such  forward-looking  statements.  The
Company  disclaims  any  obligation  to update any such  factors or to  publicly
announce the result of any  revisions to any of the  forward-looking  statements
contained herein to reflect future events or developments.

Results of Operations

The Company had no revenue for either of the three month periods ended March 31,
2007 and 2006.

General  and  administrative  expenses  for each of the  respective  three-month
periods ended March 31, 2007 and 2006 were nominal,  consisting  principally  of
professional  fees and other expenses  related to the Company's  compliance with
the Company's filing  requirements under the Securities Exchange Act of 1934. It
is  anticipated  that future  expenditure  levels  will  increase as the Company
intends to fully comply with its periodic reporting requirements.

Net loss per share for the respective  three-month  periods ended March 31, 2007
and 2006 were $0.00 and $0.00 based on the  weighted-average  shares  issued and
outstanding for each respective period.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses for purposes  other than  fulfilling  the  obligations  of a
reporting  company  under the  Securities  Exchange Act of 1934 unless and until
such time that the Company completes an acquisition with an operating company.

Liquidity and Capital Resources

At March 31, 2007, the Company had working capital of $(46,648).

It is the belief of management  and  significant  stockholders  that  sufficient
working capital necessary to support and preserve the integrity of the corporate
entity  will be  present.  However,  there is no  legal  obligation  for  either
management or significant  stockholders  to provide  additional  future funding.
Should this pledge fail to provide financing, the Company has not identified any
alternative  sources.  Consequently,   there  is  substantial  doubt  about  the
Company's ability to continue as a going concern.

The Company's need for working  capital may change  dramatically  as a result of
any business acquisition or combination  transaction.  There can be no assurance
that the Company will identify any such business, product, technology or company



                                       9
<PAGE>

suitable for acquisition in the future.  Further, there can be no assurance that
the Company would be successful in  consummating  any  acquisition  on favorable
terms  or that it will be able  to  profitably  manage  the  business,  product,
technology or company it acquires.

Regardless of whether the  Company's  cash assets prove to be inadequate to meet
the Company's  operational needs, the Company might seek to compensate providers
of services by issuances of stock in lieu of cash.

Transactions subsequent to March 31, 2007

On April 5, 2007, we entered into a Stock  Purchase  Agreement  (Stock  Purchase
Agreement) by and among Dimitri Cocorinis and Terry Cononelos,  former officers,
directors  and  principal  stockholders  of the  Company,  and Halter  Financial
Investments,  L.P.  (Halter),  a Texas  limited  partnership,  pursuant to which
Halter has agreed to purchase  and  acquire  from the  Company,  and the Company
agreed to sell and deliver to Halter, 100,000 restricted, unregistered shares of
the Company's Series A Voting Convertible Preferred stock, par value $0.001 (the
"Shares"),  in  consideration  of Halter's payment to the Company of $455,000 in
immediately  available  funds at Closing.  The Shares  shall have voting  rights
equivalent to, and shall be convertible  into,  42,856,000  shares of our common
stock.


The Stock Purchase Agreement  contemplates that on or prior to the Closing Date,
we shall declare a special cash  distribution  to the  stockholders of record of
the  Company's  common  stock.  Such special cash  distribution  shall be in the
aggregate amount of approximately  $415,000 or approximately $0.18 per share for
each of the 2,261,643 shares of common stock  outstanding on the record date for
such  distribution;  provided,  however,  that in no event  shall the  aggregate
amount of such distribution  exceed the amount permitted by the Delaware General
Corporation Law. This special distribution totaled $413,202.

In connection  with the Stock Purchase  Agreement,  C&C  Investment  Partnership
(C&C), a partnership  owned by our then officers,  entered into a Settlement and
Stock Issuance Agreement  (Settlement  Agreement) with the Company,  pursuant to
which C&C and its  principals  agreed,  following  the  Closing,  to accept  the
issuance  to them of a total of  2,500,000  shares of  restricted,  unregistered
common stock of the Company in payment and  satisfaction of $25,000 in principal
amount of notes  payable  obligations  to C&C.  The  shares  issuable  under the
Settlement Agreement will not participate in the special dividend.

Promptly following the execution of the Stock Purchase  Agreement,  we undertook
the actions  required  by  Regulation  14f-1  promulgated  under the  Securities
Exchange  Act of 1934,  as amended,  with  respect to a change in the  Company's
management.  On the Closing Date, Terry Cononelos and Dimitri Cocorinis resigned
from their positions as officers of the Company,  and Terry  Cononelos  resigned
from his  position  as a director  of the  Company  and  Timothy  P.  Halter was
appointed  as  President,  Secretary  and a director  of the Company to fill the
vacancies created by such resignations.  Following the expiration of the waiting
period  required  by  Regulation  14f-1,  Dimitri  Cocorinis  resigned  from his
position as a director of the Company.

The above discussed transaction(s) closed on April 10, 2007.

On April 24, 2007, we entered into separate  consulting  agreements  (Consulting
Agreements) with Heritage  Management  Consultants,  Inc. (Heritage) and Shufang
Zhang (Zhang), respectively. Heritage and Zhang have each been engaged to assist
the Company in its efforts to consummate a business combination transaction with
a privately-held  entity. In consideration for the services to be provided under
the Consulting  Agreements,  Heritage and Zhang received 1,642,000 and 4,105,000
shares of the Company's common stock, respectively.

On May 3, 2007, we entered into a share exchange  agreement  with  International
Lorain Holding,  Inc., a Cayman Islands company,  and its sole shareholder,  Mr.
Hisashi  Akazawa  (Share  Exchange  Agreement).  Pursuant to the Share  Exchange



                                       10
<PAGE>

Agreement, Mr. Akazawa agreed to transfer all of the shares of the capital stock
of  International  Lorain  Holding,  Inc. held by him,  constituting  all of the
issued and outstanding stock of International Lorain Holding,  Inc., in exchange
for a number of newly issued shares of our Series B Voting Convertible Preferred
Stock that would, in the aggregate, constitute at least 65.43% of our issued and
outstanding  capital stock on a fully-diluted  basis as of and immediately after
the  consummation  of  the  transactions  contemplated  by  the  Share  Exchange
Agreement  and after giving effect to a financing  transaction  that resulted in
gross  proceeds to us of $19.8  million.  In connection  with the Share Exchange
Agreement,  Mr. Akazawa agreed not to offer,  sell,  contract to sell, pledge or
otherwise dispose of, directly or indirectly,  any of his shares of our Series B
Voting  Convertible  Preferred  Stock for a period of 12 months from the date of
issuance of such stock.

On May 3,  2007 Mr.  Akazawa,  granted  an  option  to Mr.  Si Chen,  our  Chief
Executive Officer, for the purchase of up to 627,897 of his shares of our Series
B Voting Convertible  Preferred Stock along with any shares of Common Stock that
such Series B Preferred Stock may be converted into, pursuant to the terms of an
Option Agreement, dated as of May 3, 2007, between Mr. Akazawa and Mr. Chen (the
"Option Agreement"). Pursuant to the Option Agreement, if Mr. Chen exercises his
option to purchase such shares he will be bound to the lock-up provisions of the
Share Exchange Agreement mentioned above to the same extent to which Mr. Akazawa
is  bound  as if Mr.  Chen had been an  original  party  to the  Share  Exchange
Agreement.

On May 3, 2007,  we entered into a securities  purchase  agreement  with certain
accredited  investors  (Securities  Purchase  Agreement),  pursuant  to which we
issued  and sold to these  investors  299,055.78  shares of our  Series B Voting
Convertible  Preferred Stock and warrants for the purchase of up to an aggregate
of 45,912,455 shares of our Common Stock for approximately $19.8 million. At the
same time, we entered into a registration  rights agreement with these investors
under which,  among other things, we agreed to register the shares of our common
stock  issuable  upon  conversion of our Series B Voting  Convertible  Preferred
Stock as well as  shares of our  common  stock  issuable  upon  exercise  of the
warrants we issued to the investors within a pre-defined period.

Complete  details of the above  described  transactions as well as copies of the
Share Exchange Agreement and Option Agreement can be found in our Current Report
on Form 8-K as filed with the SEC on May 9, 2007.


Item 3 - Controls and Procedures

The Company does not maintain a formal or written set of disclosure controls and
procedures  designed to ensure that information  required to be disclosed by the
Company in reports that it files or submits under the Securities Exchange Act of
1934 is recorded,  processed,  summarized  and reported  within the time periods
specified in Securities and Exchange  Commission  rules and forms. The Company's
current  informal  disclosure  controls  and  procedures  would  not  constitute
effective internal control over financial reporting as of March 31, 2007.

During the course of the  Company's  preparation  of its December 2006 and March
2007  financial  statements,  including  the  audit of the  year  end  financial
statements by the Company's independent public accounting firm, certain material
weaknesses in the  Company's  internal  control over  financial  reporting  were
identified.  These material weaknesses were (1) the delay in recording financial
transactions,  which could result in  inadvertent  errors or omissions,  (2) the
lack of an organized system of document review,  signing,  retaining copies, and
orderly filing, (3) the lack of a significant segregation of duties or review of
financial  transactions  and  (4) the  lack of  documentation  of  controls  and
accounting procedures.

The  material  weaknesses  described  above are the  direct  result of a lack of
resources and accounting  personnel.  The Company's chief executive  officer had
the  primary  responsibility  for  receipts  and  disbursements,   and  for  the
preparation  of financial  statements  and filing of periodic  reports and other
filings.  Because of limited resources,  the Company was impaired in its ability
to segregate duties and to ensure  consistently  complete and accurate financial
reporting.  Notwithstanding  these  limitations,  management  had  implemented a
system that required the  involvement of both officers in reviewing,  recording,
authorizing,   processing  and  monitoring   transactions,   the  engagement  of
accounting  assistance when necessary;  and the establishment of such additional
accounting controls and systems as may be appropriate.

There were no changes in the Company's  disclosure  controls and procedures that
occurred during the most recent fiscal quarter that have materially affected, or
are reasonably likely to materially  affect, the Company's internal control over
financial reporting.  Subsequent to the date of the evaluation,  there have been
no significant changes in the Company's  disclosure controls and procedures that
could  significantly  affect  the  Company's  internal  control  over  financial
reporting, other than the planned corrective actions discussed above.



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(b)  Changes in Internal Controls

     During the quarter ended March 31, 2007,  there were no changes  (including
     corrective  actions  with regard to  significant  deficiencies  or material
     weaknesses) in the Company's internal control over financial reporting that
     have materially  affected,  or are reasonably likely to materially  affect,
     the Company's internal control over financial reporting.


Part II - Other Information

Item 1 - Legal Proceedings

   None

Item 2 - Recent Sales of Unregistered Securities and Use of Proceeds

     On April  5,  2007,  we  entered  into a Stock  Purchase  Agreement  (Stock
     Purchase  Agreement)  by and among Dimitri  Cocorinis and Terry  Cononelos,
     former officers,  directors and principal  stockholders of the Company, and
     Halter Financial  Investments,  L.P. (Halter), a Texas limited partnership,
     pursuant  to which  Halter  has agreed to  purchase  and  acquire  from the
     Company,  and the  Company  agreed to sell and  deliver to Halter,  100,000
     restricted,   unregistered   shares  of  the  Company's   Series  A  Voting
     Convertible   Preferred  stock,   par  value  $0.001  (the  "Shares"),   in
     consideration of Halter's payment to the Company of $455,000 in immediately
     available funds at Closing.  The Shares shall have voting rights equivalent
     to, and shall be convertible  into,  42,856,000 shares of our common stock.


     In connection with the Stock Purchase Agreement, C&C Investment Partnership
     (C&C), a partnership owned by our then officers,  entered into a Settlement
     and Stock  Issuance  Agreement  (Settlement  Agreement)  with the  Company,
     pursuant to which C&C and its principals agreed,  following the Closing, to
     accept the issuance to them of a total of 2,500,000  shares of  restricted,
     unregistered  common  stock of the Company in payment and  satisfaction  of
     $25,000 in principal amount of notes payable obligations to C&C.

     The above discussed transaction(s) closed on April 10, 2007.

     On  April  24,  2007,  we  entered  into  separate  consulting   agreements
     (Consulting   Agreements)  with  Heritage  Management   Consultants,   Inc.
     (Heritage) and Shufang Zhang (Zhang), respectively. Heritage and Zhang have
     each been  engaged to assist the  Company in its  efforts to  consummate  a
     business   combination   transaction  with  a  privately-held   entity.  In
     consideration  for  the  services  to  be  provided  under  the  Consulting
     Agreements,  Heritage and Zhang received  1,642,000 and 4,105,000 shares of
     the Company's common stock, respectively.

     On  May  3,  2007,  we  entered  into  a  share  exchange   agreement  with
     International Lorain Holding,  Inc., a Cayman Islands company, and its sole
     shareholder,  Mr. Hisashi Akazawa (Share Exchange  Agreement).  Pursuant to
     the Share  Exchange  Agreement,  Mr.  Akazawa agreed to transfer all of the
     shares of the capital stock of International  Lorain Holding,  Inc. held by
     him,  constituting all of the issued and outstanding stock of International
     Lorain  Holding,  Inc.,  in exchange for a number of newly issued shares of
     our  Series  B  Voting  Convertible  Preferred  Stock  that  would,  in the
     aggregate, constitute at least 65.43% of our issued and outstanding capital
     stock on a fully-diluted basis as of and immediately after the consummation
     of the transactions  contemplated by the Share Exchange Agreement and after
     giving effect to a financing transaction that resulted in gross proceeds to
     us of  approximately  $20.0 million.  In connection with the Share Exchange
     Agreement,  Mr. Akazawa agreed not to offer, sell, contract to sell, pledge



                                       12
<PAGE>

     or otherwise  dispose of, directly or indirectly,  any of his shares of our
     Series B Voting Convertible  Preferred Stock for a period of 12 months from
     the date of issuance of such stock.

     On May 3, 2007 Mr.  Akazawa,  granted  an option to Mr. Si Chen,  our Chief
     Executive  Officer,  for the purchase of up to 627,897 of his shares of our
     Series B Voting Convertible Preferred Stock along with any shares of Common
     Stock that such Series B Preferred Stock may be converted into, pursuant to
     the terms of an Option  Agreement,  dated as of May 3,  2007,  between  Mr.
     Akazawa  and Mr.  Chen (the  "Option  Agreement").  Pursuant  to the Option
     Agreement, if Mr. Chen exercises his option to purchase such shares he will
     be  bound  to the  lock-up  provisions  of  the  Share  Exchange  Agreement
     mentioned  above to the same extent to which Mr. Akazawa is bound as if Mr.
     Chen had been an original party to the Share Exchange Agreement.

     On May 3, 2007,  we  entered  into a  securities  purchase  agreement  with
     certain accredited investors  (Securities Purchase Agreement),  pursuant to
     which we issued and sold to these investors 299,055.78 shares of our Series
     B Voting Convertible Preferred Stock and warrants for the purchase of up to
     an aggregate  of  45,912,455  shares of our Common Stock for  approximately
     $19.8  million.  At the same time,  we entered into a  registration  rights
     agreement with these investors under which,  among other things,  we agreed
     to register the shares of our common stock issuable upon  conversion of our
     Series B Voting Convertible Preferred Stock as well as shares of our common
     stock  issuable  upon  exercise of the warrants we issued to the  investors
     within a pre-defined period.

     Complete  details of the above described  transactions as well as copies of
     the Share  Exchange  Agreement  and  Option  Agreement  can be found in our
     Current Report on Form 8-K as filed with the SEC on May 9, 2007.

Item 3 - Defaults on Senior Securities

   None.

Item 4 - Submission of Matters to a Vote of Security Holders

     The Company has held no regularly scheduled,  called or special meetings of
     stockholders during the reporting period.

Item 5 - Other Information

   None

Item 6 - Exhibits

   31.1   Certification  pursuant to Section 302 of Sarbanes-Oxley Act of 2002 -
          Chief Executive Officer

   31.2   Certification  pursuant to Section 302 of Sarbanes-Oxley Act of 2002 -
          Chief Financial Officer

   32.1   Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002




                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                                         Millennium Quest, Inc.

Dated: May 17, 2007                                      By: /s/ Si Chen
       --- --- ----                                      -----------------------
                                                         Si Chen
                                                         Chief Executive Officer






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