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





FORM 10-Q/A

Amendment No. 1



(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended: September 30, 2007



[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934



Commission File No. 0-31619



AMERICAN LORAIN CORPORATION

(Exact name of registrant as specified in its charter)



|Delaware                                                        | 87-0430320           
|--------------------------------------------------------------- | ---------------------
|(State or other jurisdiction of  Incorporation or Organization) | (IRS Employer ID No.)



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 larger accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one)

Large accelerated filer ___            Accelerated filer ___           
Non-accelerated filer X



Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes    No  X





The numbers of shares outstanding of each of the issuer's classes of common
equity, as of November 14, 2007, are as follows:



|Class of Securities            | Shares Outstanding
|------------------------------ | ------------------
|Common Stock, $0.001 par value | 24,923,178        



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EXPLANATORY NOTE

American Lorain Corporation (the "Company is filing this
Amendment No. 1 to its Quarterly Report on Form 10-Q for the period ended
September 30, 2007 (the "Original Filing") to, among other things, correct
certain amounts presented in the Companys financial statement included in the
Original Filing, as filed with the U.S. Securities and Exchange Commission (the
"SEC") on November 14, 2007. The primary changes to the Original Filing made in
this amendment are as follows:
  This amendment changes the consolidated
  balance sheets as of September 30, 2007 and December 31, 2006 (the "Original
  Balance Sheets") by (1) allocating the amount regarding the item "Accounts and
  Notes Payable" in the Original Balance Sheets into two separate items
  "Accounts Payable" and "Notes Payable," and (2) making adjustment in item
  "Accrued expense and other payables" to account for the accrued welfare
  provided by the Company as of September 30, 2007 and December 31, 2006. The
  Company made this adjustment to comply with requirements of Generally Accepted
  Accounting Principles (the "GAAP") in response to the comments noted in a
  letter dated November 21, 2007 from the SEC with respect to the Companys Form
  S-1 filed on October 26, 2007. Amounts shown under the heading "Stockholders
  Equity" in the Original Balance Sheets are changed accordingly.
  This amendment changes the consolidated
  statements of income for the periods ended September 30, 2007 and 2006 (the
  "Original Income Statements") by making adjustment in item "General and
  administrative expenses" to account for the accrued welfare provided by the
  Company for the periods ended September 30, 2007 and 2006, based on the same
  reason as noted in the paragraph above. Related amounts with respect to
  operating income, net income, earnings per share and weighted average shares
  are changed accordingly.
  This amendment changes the consolidated
  statements of cash flows for the nine-months and three-months ended September
  30, 2007 and 2006 (the "Original Cash Flow Statement") by (1) making
  adjustment in item "Cash (Used in)/provided by Financing Activities" to
  account for the accrued welfare provided by the Company for the nine-months
  and three-months ended September 30, 2007 and 2006, based on the same reason
  as noted in the first bullet point above, (2) changing related amounts with
  respect to "Net Increase in Cash & Cash Equivalents for the period and "Effect
  of foreign currency translation on Cash & Cash equivalents", and (3) dividing
  the item "Bank borrowings, net of payment" into two separate items "Proceeds
  from bank borrowings" and "Repayment of bank loans," in accordance with
  Financial Accounting Standards-95.
  Based on the above changes, Note 8 to
  Consolidated Financial Statements in the Original Filing are changed
  accordingly with respect to capitalization.
  Note 3 to Consolidated Financial
  Statements expands the companys disclosure in the Original Filing to explain
  in detail the specific nature and terms of the restriction on the cash.
  This amendment changes the wording in
  Note 7 to Consolidated Financial Statements in the Original Filing in order to
  better describe the nature of the rights obtained by the Company in connection
  with the use of certain land in China.
  Finally, this amendment adds a section
  titled "Per Share Effect of Tax Exemption" in Note 9 to Consolidated Financial
  Statement in the Original Filing. 

No other material information in the Original Filing is
amended hereby. This Form 10-Q/A continues to describe conditions as of the date
of the Original Filing, and accordingly, the Company has not updated the
disclosures contained herein to reflect events that occurred at a later date,
except for disclosures of certain tax law updates in Note 10 to Consolidated
Financial Statement. Pursuant to Rule 12b-15 (the "Rule 12b-15) under the
Securities Exchange Act of 1934, as amended, this Amendment contains the
complete text of the items of the Original Filing that are being amended and
restated, in addition to the text of the unaffected items or exhibits.
As required by Rule 12b-15, the Companys principal executive
officer and principal financial officer are providing Rule 13a-14(a)
certifications in connection with this Form 10-Q/A (but otherwise identical to
their prior certifications) and are also furnishing, but not filing, Rule
13a-14(b) certifications in connection with this Form 10-Q/A (but otherwise
identical to their prior certifications).
1

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PART I
ITEM 1. FINANCIAL STATEMENT

|AMERICAN LORAIN CORPORATION                   
|----------------------------------------------
|CONSOLIDATED BALANCE SHEETS                   
|AS OF SEPTEMBER 30, 2007 AND DECEMBER 31, 2006
|(Stated in U.S. Dollars)                      



|                                      | Notes |   | 9/30/2007  |   | 12/31/2006
|------------------------------------- | ----- | - | ---------- | - | ----------
|ASSETS                                |       |   |            |   |           
|Current assets                        |       |   |            |   |           
|Cash and cash equivalents             |       | $ | 9,467,255  | $ | 2,290,676 
|Restricted cash                       | 3     |   | 3,676,403  |   | 2,549,321 
|Trade accounts receivable             | 4     |   | 21,710,604 |   | 11,805,231
|Prepayments for raw materials         |       |   | 12,126,023 |   | 2,406,160 
|Income tax prepayment                 |       |   | -          |   | 38,375    
|Other receivables                     |       |   | 3,211,193  |   | 4,683,630 
|Inventories                           | 5     |   | 11,006,716 |   | 12,294,354
|Total current assets                  |       | $ | 61,198,194 | $ | 36,067,747
|                                      |       |   |            |   |           
|Other Assets                          |       |   |            |   |           
|Property, plant and equipment, net    | 6     |   | 17,065,668 |   | 13,517,908
|Investment securities                 |       |   | 7,050      |   | 26,620    
|Land Use Rights, net                  | 7     |   | 2,937,061  |   | 2,777,475 
|Total Non Current Assets              |       | $ | 20,009,779 | $ | 16,322,003
|                                      |       |   |            |   |           
|TOTAL ASSETS                          |       | $ | 81,207,973 | $ | 52,389,750
|                                      |       |   |            |   |           
|LIABILITIES AND STOCKHOLDERS' EQUITY  |       |   |            |   |           
|Current liabilities                   |       |   |            |   |           
|Short term bank loans                 |       | $ | 25,544,083 | $ | 21,858,467
|Current maturities of long term debts |       |   | -          |   | 5,117     
|Accounts payable                      |       |   | 7,090,210  |   | 2,327,620 
|Notes payable                         |       |   | 2,660,424  |   | 3,466,581 
|Customers' deposits                   |       |   | 837,974    |   | 843,091   
|Accrued expenses and other payables   |       |   | 3,254,700  |   | 2,570,262 
|Income tax payable                    |       |   | 1,577,035  |   | 402,216   
|Total current liabilities             |       | $ | 40,964,426 | $ | 31,473,354
|                                      |       |   |            |   |           
|Long term bank loans                  |       |   | 105,466    |   | 1,384,742 
|                                      |       |   |            |   |           
|Minority interest                     |       |   | 3,250,147  |   | 2,922,355 
|                                      |       |   |            |   |           
|TOTAL LIABILITIES                     |       | $ | 44,320,039 | $ | 35,780,451
|                                      |       |   |            |   |           

See notes to consolidated financial statements and accountant's report



2

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|AMERICAN LORAIN CORPORATION                   
|----------------------------------------------
|                                              
|CONSOLIDATED BALANCE SHEETS (Continued)       
|AS OF SEPTEMBER 30, 2007 AND DECEMBER 31, 2006
|(Stated in US Dollars)                        



|                                        | Notes |   | 9/30/2007  |   | 12/31/2006
|--------------------------------------- | ----- | - | ---------- | - | ----------
|                                        |       |   |            |   |           
|STOCKHOLDERS' EQUITY                    |       |   |            |   |           
|                                        |       |   |            |   |           
|Common stock, $0.001 par value,         |       |   |            |   |           
|200,000,000 shares authorized;          |       |   |            |   |           
|24,923,178 and 17,932,777 shares issued |       |   |            |   |           
|and outstanding at September 30, 2007   |       |   |            |   |           
|and December 31, 2006                   | 8     |   | 24,923     |   | 17,933    
|Additional Paid-in Capital              | 8     |   | 24,127,536 |   | 6,846,620 
|Statutory reserves                      |       |   | 4,463,166  |   | 4,439,604 
|Retained earnings                       |       |   | 7,814,126  |   | 4,298,947 
|Accumulated other comprehensive income  |       |   | 458,183    |   | 1,006,195 
|                                        |       |   |            |   |           
|Total Stockholders' Equity              |       | $ | 36,887,934 | $ | 16,609,299
|                                        |       |   |            |   |           
|TOTAL LIABILITIES AND                   |       |   |            |   |           
|STOCKHOLDERS' EQUITY                    |       | $ | 81,207,973 | $ | 52,389,750



See notes to consolidated financial statements and accountant's report



3

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AMERICAN LORAIN CORPORATION
CONSOLIDATED STATEMENTS OF INCOME FOR THE PERIODS ENDED SEPTEMBER 30, 2007 AND 2006 (Stated in US Dollars)

|                                         |      |   | Nine months         |   | Three months       
|---------------------------------------- | ---- | - | ------------------- | - | -------------------
|                                         |      |   | ended September 30, |   | ended September 30,
|                                         | Note |   | 2007                |   | 2006               
|Revenue                                  |      |   |                     |   |                    
|Net revenues                             |      | $ | 48,076,119          | $ | 27,801,612         
|Cost of revenues                         |      |   | (37,463,120)        |   | (21,399,050)       
|                                         |      |   |                     |   |                    
|Gross profit                             |      |   | 10,612,999          |   | 6,402,562          
|                                         |      |   |                     |   |                    
|Operating expenses                       |      |   |                     |   |                    
|Selling and marketing
    expenses       |      |   | (1,247,303)         |   | (977,790)          
|General and
    administrative expenses  |      |   | (1,954,728)         |   | (1,080,497)        
|                                         |      |   |                     |   |                    
|Operating income                         |      |   | 7,410,968           |   | 4,345,489          
|                                         |      |   |                     |   |                    
|Finance costs, net                       |      |   | (1,608,229)         |   | (1,148,483)        
|Government grant                         |      |   | 392,897             |   | 415,230            
|Sundry                                   |      |   | -                   |   | -                  
|Other income                             |      |   | 35,238              |   | 16,359             
|Other expenses                           | 9    |   | (1,376,143)         |   | (17,567)           
|Income before taxation                   |      |   | 4,854,731           |   | 3,609,814          
|Income tax                               | 10   |   | (972,259)           |   | (436,254)          
|                                         |      |   |                     |   |                    
|Net income before
    minority interests |      |   | 3,882,472           |   | 3,173,560          
|Minority interests                       |      |   | (206,859)           |   | (251,630)          
|                                         |      |   |                     |   |                    
|Net income                               |      | $ | 3,675,613           | $ | 2,923,144          
|                                         |      |   |                     |   |                    
|Earnings per share                       |      |   |                     |   |                    
|Basic                                    |      | $ | 0.1689              | $ | 0.1630             
|Diluted                                  |      | $ | 0.1646              | $ | 0.1630             
|                                         |      |   |                     |   |                    
|Weighted average
    shares              |      |   |                     |   |                    
|outstanding of common
    stock          |      |   |                     |   |                    
|Basic                                    |      |   | 21,764,553          |   | 17,932,778         
|Diluted                                  |      |   | 22,325,886          |   | 17,932,778         



See notes to consolidated financial statements and accountant's report



4

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|AMERICAN LORAIN CORPORATION                                           
|----------------------------------------------------------------------
|                                                                      
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                 
|FOR THE NINE-MONTHS AND THREE-MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
|(Stated in US Dollars)                                                



|                                                                      |   | Nine months ended September  30, |   | Three months ended September 30,
|--------------------------------------------------------------------- | - | -------------------------------- | - | --------------------------------
|                                                                      |   | 2007                             |   | 2006                            
|Cash Flows from Operating Activities                                  |   |                                  |   |                                 
|Net income                                                            | $ | 3,675,613                        | $ | 2,923,144                       
|Depreciation                                                          |   | 575,091                          |   | 445,683                         
|Amortization                                                          |   | 54,028                           |   | 31,656                          
|Investment income                                                     |   | (4,733)                          |   | (777)                           
|Minority interest                                                     |   | 206,859                          |   | 251,630                         
|Increase in accounts and other receivables                            |   | (8,438,054)                      |   | 26,526,986                      
|(Increase)/decrease in inventories and prepayments                    |   | (8,432,225)                      |   | (2,113,574)                     
|Increase/(decrease) in accounts and other payables                    |   | 6,533,811                        |   | (18,755,152)                    
|                                                                      |   |                                  |   |                                 
|Net cash (used in)/provided by operating activities                   | $ | (5,829,610)                      | $ | 9,309,596                       
|                                                                      |   |                                  |   |                                 
|Cash Flows from Investing Activities                                  |   |                                  |   |                                 
|Purchase of plant and equipment                                       |   | (4,122,851)                      |   | (2,103,657)                     
|Purchase of land use rights                                           |   | (213,614)                        |   | (1,003,039)                     
|(Increase)/Decrease in restricted cash                                |   | (1,127,082)                      |   | (6,765,411)                     
|Investment in short term securities                                   |   | 62,677                           |   | (8,707)                         
|Construction in Progress                                              |   | -                                |   | -                               
|                                                                      |   |                                  |   |                                 
|Cash (Used in)/provided by Investing Activities                       | $ | (5,400,870)                      | $ | (9,880,814)                     
|                                                                      |   |                                  |   |                                 
|Cash Flows from Financing Activities                                  |   |                                  |   |                                 
|Proceeds from bank borrowings                                         |   | 19,765,903                       |   | 30,244,649                      
|Repayment of bank loans                                               |   | (18,170,897)                     |   | (26,702,681)                    
|Dividends paid                                                        |   | (136,872)                        |   | 135,156                         
|Issuance of common stock                                              |   | 6,990                            |   | (8,615,375)                     
|Increase in Additional Paid-in capital                                |   | 16,707,883                       |   | -                               
|                                                                      |   |                                  |   |                                 
|Cash (Used in)/provided by Financing Activities                       | $ | 18,173,007                       | $ | (4,938,251)                     
|                                                                      |   |                                  |   |                                 
|                                                                      |   |                                  |   |                                 
|Net Increase in Cash & Cash Equivalents for the Period                | $ | 6,942,527                        | $ | (5,509,469)                     
|Effect of foreign currency translation on Cash & Cash
    equivalents |   | 234,052                          |   | 237,157                         
|                                                                      |   |                                  |   |                                 
|Cash & Cash Equivalents at Beginning of Period                        |   | 2,290,676                        |   | 7,429,038                       
|                                                                      |   |                                  |   |                                 
|Cash & Cash Equivalents at End of Period                              | $ | 9,467,255                        | $ | 2,156,725                       



See notes to consolidated financial statements and accountant's report



5

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
FOR THE PERIODS ENDED SEPTEMBER 30, 2007 AND DECEMBER 31, 2006 
(Stated in US Dollars)
1.

ORGANIZATION, BASIS OF PRESENTATION,
AND PRINCIPAL ACTIVITIES

(a)

Organization history of American Lorain
Corporation (formerly known as Millennium Quest, Inc.)

American Lorain Corporation (the
"Company" or "ALC") is a Delaware corporation incorporated on February 4, 1986.
From inception through May 3, 2007, the Company did not engage in any active
business operations other than in search and evaluation of potential business
opportunity to become an acquiree of a reverse-merger deal.

(b)

Organization History of International
Lorain Holding Inc. and its subsidiaries

International Lorain Holding Inc. ("ILH")
is a Cayman Islands company incorporated on August 4, 2006 and was until May 3,
2007 wholly-owned by Mr. Hisashi Akazawa. Through restructuring and acquisition
in 2006, the Company presently has two direct wholly-owned subsidiaries, Junan
Hongrun and Luotian Lorain, and one indirectly wholly-owned subsidiary through
Junan Hongrun, which is Beijing Lorain.

In addition, the Company directly and
indirectly has 80.2% ownership of Shandong Lorain. The rest of the 19.8%, which
is owned by the State under the name of Shandong Economic Development Investment
Co. Ltd., is not included as a part of the Group.

(c)

Reverse-Merger

On May 3, 2007, the Company entered
into a share exchange agreement with International Lorain Holding Inc. ("ILH")
whereby the Company consummated its acquisition of ILH by issuance of 697,663
Series B voting convertible preferred shares to the shareholders of ILH in
exchange of 5,099,503 ILH shares. Concurrently on May 3, 2007, the Company also
entered into a securities purchase agreement with certain investors and Mr.
Hisashi Akazawa and Mr. Si Chen (each a "beneficial owner") whereby the Company
issued 319,913 (after reverse-split at 32.84 from 10,508,643) common shares to
its shareholders as consideration of the Company's reverse-merger with Lorain.
Concurrently on May 3, 2007, the Company issued 299,058.78 Series B voting
convertible preferred shares (later converted to 6,990,401 common shares) at a
selling price of $2.87 per share to certain private investors.

The share exchange transaction and
the private financing transaction are collectively referred to hereafter as the
"reverse-merger transaction." The share exchange transaction has been accounted
for as a recapitalization of ALC where the Company (the legal acquirer) is
considered the accounting acquiree and ILH (the acquiree) is considered the
accounting acquirer. As a result of this transaction, the Company is deemed to
be a continuation of the business of ILH.

Accordingly, the accompanying
consolidated financial statements are those of the accounting acquirer, ALC. The
historical stockholders equity of the accounting acquirer prior to the share
exchange has been retroactively restated as if the share exchange transaction
occurred as of the beginning of the first period presented. See also Note 8
Capitalization.

(d)

Business Activities

The Company develops, manufactures,
and sells convenience foods (such as cut fruit and premixed salads), which are
known as lightly processed; ready-to-cook (or RTC) meals; ready-to-eat (or RTE)
meals and meals ready-to-eat (or MRE); chestnut products; and frozen, canned,
and bulk foods, in hundreds of varieties. The Company operates through indirect
Chinese subsidiaries. The products are sold in 19 provinces and administrative
regions in China and 23 foreign countries. Food products are categorized into
three types: (1) chestnut products, (2) convenience food, and (3) frozen,
canned, and bulk food.

6

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2.

SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

(a)

Method of Accounting

The Company maintains its general
ledger and journals with the accrual method accounting for financial reporting
purposes. The financial statements and notes are representations of management.
Accounting policies adopted by the Company conform to generally accepted
accounting principles in the United States of America and have been consistently
applied in the presentation of financial statements, which are compiled on the
accrual basis of accounting.

(b)

Principles of Consolidation

The consolidated financial
statements, which include the Company and its subsidiaries, are compiled in
accordance with generally accepted accounting principles in the United States of
America. All significant inter-company accounts and transactions have been
eliminated. The consolidated financial statements include 100% of assets,
liabilities, and net income or loss of those wholly-owned subsidiaries;
ownership interest of minority investors are recorded as minority interests.

The Company owned the four
subsidiaries since its reverse-merger on May 3, 2007. As of September 30, 2007,
the detailed identities of the consolidating subsidiaries are as follows:

| | Name of Company                   | Place of incorporation | Attributable equity interest % | Registered capital |                  
| | --------------------------------- | ---------------------- | ------------------------------ | ------------------ | -----------------
| | Shandong Green Foodstuff Co., Ltd | PRC                    | 80.2                           | $12,901,823        | (RMB 100,860,000)
| | Luotian Green Foodstuff Co., Ltd  | PRC                    | 100                            | $1,279,181         | (RMB 10,000,000) 
| | Junan Hongrun Foodstuff Co., Ltd  | PRC                    | 100                            | $2,430,445         | (RMB 19,000,000) 
| | Beijing Green Foodstuff Co., Ltd  | PRC                    | 100                            | $1,279,181         | (RMB 10,000,000) 

(c)

Use of Estimates

The preparation of the financial
statements in conformity with generally accepted accounting principles in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Management makes these estimates using the best information available at the
time the estimates are made; however actual results could differ materially from
those estimates.

(d)

Economic and political risks

The Company's operations are
conducted in the PRC. Accordingly, the Company's business, financial condition
and results of operations may be influenced by the political, economic and legal
environment in the PRC, and by the general state of the PRC economy.

The Company's operations in the PRC
are subject to special considerations and significant risks not typically
associated with companies in North America and Western Europe. These include
risks associated with, among others, the political, economic and legal
environment and foreign currency exchange. The Company's results may be
adversely affected by changes in the political and social conditions in the PRC,
and by changes in governmental policies with respect to laws and regulations,
anti-inflationary measures, currency conversion, remittances abroad, and rates
and methods of taxation, among other things.

(e)

Cash and cash equivalents

The Company considers all highly
liquid investments purchased with original maturities of three months or less to
be cash equivalents. The Company maintains bank accounts only in the PRC. The
Company does not maintain any bank accounts in the United States of America.

7

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(f)
Trade
receivables

Trade receivables are recognized
and carried at the original invoice amount less allowance for any uncollectible
amounts. An estimate for doubtful accounts is made when collection of the full
amount is no longer probable. Bad debts are written off as incurred.(g)

Inventories

Inventories consisting of finished
goods and raw materials are stated at the lower of cost or market value.
Finished goods are comprised of direct materials, direct labor and an
appropriate proportion of overhead.

(h)

Property, plant and equipment

Plant and equipment are carried at
cost less accumulated depreciation. Depreciation is provided over their
estimated useful lives, using the straight-line method. Estimated useful lives
of the plant and equipment are as follows:

| | Buildings                   | 40 years
| | --------------------------- | --------
| | Machinery and
    equipment | 10 years
| | Motor vehicles              | 10 years
| | Office equipment            | 5 years 

The cost and related accumulated
depreciation of assets sold or otherwise retired are eliminated from the
accounts and any gain or loss is included in the statement of income. The cost
of maintenance and repairs is charged to income as incurred, whereas significant
renewals and betterments are capitalized.

(i)

Construction in
progress

Construction in progress represents
direct costs of construction or acquisition and design fees incurred.
Capitalization of these costs ceases and the construction in progress is
transferred to plant and equipment when substantially all the activities
necessary to prepare the assets for their intended use are completed. No
depreciation is provided until it is completed and ready for intended use.

(j)

Land Use Rights

Land use rights represent the cost
of using land in the PRC. Land use rights are carried at cost and amortized on a
straight-line basis over the life of the rights. The Company may use the parcel,
on which it has built plant and facilities, for 50 years.

(k)

Accounting for the Impairment of
Long-Lived Assets

The long-lived assets held and used
by the Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of assets may not be
recoverable. It is reasonably possible that these assets could become impaired
as a result of technology or other industry changes. Determination of
recoverability of assets to be held and used is by comparing the carrying amount
of an asset to future net undiscounted cash flows to be generated by the assets.

If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceeds the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.

During the reporting periods, there
was no impairment loss.

8

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(l)
Investment
securities

The Company classifies its equity
securities into trading or available-for-sale. Trading securities are bought and
held principally for the purpose of selling them in the near term. All
securities not included in trading securities are classified as
available-for-sale.
Trading and available-for-sale
securities are recorded at fair value. Unrealized holding gains and losses on
trading securities are included in the net income. Unrealized holding gains and
losses, net of the related tax effect, on available for sale securities are
excluded from net income and are reported as a separate component of other
comprehensive income until realized. Realized gains and losses from the sale of
available-for-sale securities are determined on a specific-identification basis.
A decline in the market value of
any available-for-sale security below cost that is deemed to be
other-than-temporary results in a reduction in carrying amount to fair value.
The impairment is charged as an expense to the statement of income and
comprehensive income and a new cost basis for the security is established. To
determine whether an impairment is other-than-temporary, the Company considers
whether it has the ability and intent to hold the investment until a market
price recovery and considers whether evidence indicating the cost of the
investment is recoverable outweighs evidence to the contrary. Evidence
considered in this assessment includes the reasons for the impairment, the
severity and duration of the impairment, changes in value subsequent to year
end, and forecasted performance of the investee.
Premiums and discounts are
amortized or accreted over the life of the related available-for-sale security
as an adjustment to yield using the effective-interest method. Dividend and
interest income are recognized when earned.
(m)
Customer deposits

Customer deposits were received
from customers in connection with orders of products to be delivered in future
periods.
(n)
Statutory reserves

Statutory reserves are referring to
the amount appropriated from the net income in accordance with laws or
regulations, which can be used to recover losses and increase capital, as
approved, and are to be used to expand production or operations.
(o)
Comprehensive income

Comprehensive income is defined to
include all changes in equity except those resulting from investments by owners
and distributions to owners. Among other disclosures, all items that are
required to be recognized under current accounting standards as components of
comprehensive income are required to be reported in a financial statement that
is presented with the same prominence as other financial statements. The
Company's current component of other comprehensive income is the foreign
currency translation adjustment.
(p)
Revenue recognition

The Company's revenue recognition
policies are in compliance with Staff accounting bulletin (SAB) 104. Sales
revenue is recognized at the date of shipment to customers when a formal
arrangement exists, the price is fixed or determinable, the delivery is
completed, no other significant obligations of the Company exist and
collectability is reasonably assured. Payments received before all of the
relevant criteria for revenue recognition are satisfied are recorded as unearned
revenue. The Company's revenue consists of invoiced value of goods, net of a
value-added tax (VAT). No product return or sales discount allowance is made
as products delivered and accepted by customers are normally not returnable and
sales discount is normally not granted after products are delivered.
9(q)

Advertising

All advertising costs are expensed
as incurred.

(r)

Shipping and handling

All shipping and handling are
expensed as incurred.

(s)

Research and development

All research and development costs
are expensed as incurred.

(t)

Retirement
benefits

Retirement benefits in the form of
contributions under defined contribution retirement plans to the relevant
authorities are charged to the consolidated statement of income as incurred.

(u)

Income taxes

The Company accounts for income tax
using an asset and liability approach and allows for recognition of deferred tax
benefits in future years. Under the asset and liability approach, deferred taxes
are provided for the net tax effects of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes. A valuation allowance is provided for
deferred tax assets if it is more likely than not these items will either expire
before the Company is able to realize their benefits, or that future realization
is uncertain.

(v)

Earnings per share

Basic earnings per share is
computed by dividing net income by the weighted average number of ordinary
shares outstanding during the period. Diluted earnings per share is computed by
dividing net income by the sum of the weighted average number of ordinary shares
outstanding and dilutive potential ordinary shares during the years.

(w)

Foreign currency translation

The accompanying financial
statements are presented in United States dollars. The functional currency of
the Company is the Renminbi (RMB). The financial statements are translated into
United States dollars from RMB at year-end exchange rates as to assets and
liabilities and average exchange rates as to revenues and expenses. Capital
accounts are translated at their historical exchange rates when the capital
transactions occurred.

|                                           | YTD       |  | Q3        |  | YTD        |  | YTD       |  | Q3       
|------------------------------------------ | --------- |  | --------- |  | ---------- |  | --------- |  | ---------
|                                           | 9/30/2007 |  | 9/30/2007 |  | 12/31/2006 |  | 9/30/2006 |  | 9/30/2006
|Year end RMB : US$
    exchange rate       | 7.5176    |  | 7.5176    |  | 7.8175     |  | 7.9168    |  | 7.9168   
|                                           |           |  |           |  |            |  |           |  |          
|Average yearly RMB :
    US$ exchange rate | 7.67576   |  | 7.56906   |  | 7.98189    |  | 8.0183    |  | 7.97711  

The RMB is not freely convertible
into foreign currency and all foreign exchange transactions must take place
through authorized institutions. No representation is made that the RMB amounts
could have been, or could be, converted into US$ at the rates used in
translation.

(x)

Commitments and contingencies

Liabilities for loss contingencies
arising from claims, assessments, litigation, fines and penalties and other
sources are recorded when it is probable that a liability has been incurred and
the amount of the assessment can be reasonably estimated.

10

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(y)

Recent accounting pronouncements

In July 2006, the FASB issued FIN
48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB
Statement No. 109, which clarifies the accounting for uncertainty in tax
positions. This Interpretation requires that the Company recognizes in its
consolidated financial statements the impact of a tax position if that position
is more likely than not of being sustained on audit, based on the technical
merits of the position. The provisions of FIN 48 are effective for the Company
on January 1, 2007, with the cumulative effect of the change in accounting
principle, if any, recorded as an adjustment to opening retained earnings.

In September 2006, the FASB issued
SFAS 157, Fair Value Measurements, which defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements. SFAS 157 applies under
other accounting pronouncements that require or permit fair value measurements,
where fair value is the relevant measurement attribute. The standard does not
require any new fair value measurements. SFAS 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years.

In September 2006, the SEC issued
SAB No. 108, which provides guidance on the process of quantifying financial
statement misstatements. In SAB No. 108, the SEC staff establishes an approach
that requires quantification of financial statement errors, under both the
iron-curtain and the roll-over methods, based on the effects of the error on
each of the Company's financial statements and the related financial statement
disclosures. SAB No.108 is generally effective for annual financial statements
in the first fiscal year ending after November 15, 2006. The transition
provisions of SAB No. 108 permits existing public companies to record the
cumulative effect in the first year ending after November 15, 2006 by recording
correcting adjustments to the carrying values of assets and liabilities as of
the beginning of that year with the offsetting adjustment recorded to the
opening balance of retained earnings.

In February 2007, the FASB issued
SFAS No. 159, "The Fair Value Option for Financial Assets and Financial
LiabilitiesIncluding an Amendment of SFAS 115" (SFAS No. 159), which allows for
the option to measure financial instruments and certain other items at fair
value. Unrealized gains and losses on items for which the fair value option has
been elected are reported in earnings. The objective of SFAS 159 is to provide
opportunities to mitigate volatility in reported earnings caused by measuring
related assets and liabilities differently without having to apply hedge
accounting provisions. SFAS 159 also establishes presentation and disclosure
requirements designed to facilitate comparisons between companies that choose
different measurement attributes for similar types of assets and liabilities.
This statement is effective for financial statements issued for fiscal years
beginning after November 15, 2007. The Company is currently evaluating the
impact of SFAS No. 159 on our consolidated financial statements.

The Company does not anticipate
that the adoption of the above standards will have a material impact on these
consolidated financial statements.

3.

RESTRICTED CASH

Restricted
Cash represents interest bearing deposits placed with banks to secure banking
facilities in the form of loans and notes payable.
The restriction of funds is based on
time. The funds that collateralize loans are held for 60 days in savings account
that pay interest at the prescribed national daily savings account rate. For
funds that underline notes payable, the cash is deposited in six month time
deposits that pay interest at the national time deposit rate.

11

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4.

TRADE ACCOUNTS RECEIVABLE

| |                                           |   | 2007       |   | 2006      
| | ----------------------------------------- | - | ---------- | - | ----------
| | Trade
    accounts receivable             | $ | 21,946,536 | $ | 12,032,110
| | Less:
    Allowance for doubtful accounts |   | (235,932)  |   | (226,881) 
| |                                           |   |            |   |           
| |                                           | $ | 21,710,604 | $ | 11,805,229

The Group offer credit terms of between 90 to 180
days to most of their international distributors and between 30 to 90 days for
most of their domestic distributors.

An analysis of the allowance for doubtful accounts
for the period ended September 30, 2007 and December 31, 2006 is as follows:

| |                                   |   | 2007    |   | 2006   
| | --------------------------------- | - | ------- | - | -------
| | Balance at beginning of year      | $ | 226,881 | $ | -      
| | Arising through acquisition       |   |         |   | 67,090 
| | Addition of bad debt expense, net |   | 9,051   |   | 159,791
| |                                   |   |         |   |        
| | Balance at end of year            | $ | 235,932 | $ | 226,881

5.

INVENTORIES

Inventories at September 30, 2007 and December 31,
2006 consisted of the following:

| |                   |   | 2007       |   | 2006      
| | ----------------- | - | ---------- | - | ----------
| | Raw
    materials | $ | 6,685,184  | $ | 7,785,927 
| | Finished goods    |   | 4,321,532  |   | 4,508,427 
| |                   |   |            |   |           
| |                   | $ | 11,006,716 | $ | 12,294,354

6.

PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment at September 30,
2007 consist of the following:

| | At
    cost                        |   | 2007        |   | 2006       
| | ---------------------------------- | - | ----------- | - | -----------
| | Buildings                          | $ | 10,252,696  | $ | 8,967,534  
| | Machinery and equipment            |   | 5,094,465   |   | 4,362,645  
| | Office
    equipment               |   | 83,328      |   | 213,527    
| | Motor
    vehicles                 |   | 531,174     |   | 320,932    
| |                                    |   |             |   |            
| |                                    | $ | 15,961,663  | $ | 13,864,638 
| | Less:
    accumulated depreciation |   | (2,846,396) |   | (2,184,172)
| | Landscaping, plant and tree        |   | 2,708,770   |   | 1,005,878  
| | Construction in progress           |   | 1,241,631   |   | 831,564    
| |                                    |   |             |   |            
| |                                    | $ | 17,065,668  | $ | 13,517,908 



12

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Construction in progress is mainly comprised of
capital expenditures for construction of the Company's new corporate campus,
including offices, factories, and staff dormitories.
Landscaping, plant and tree is chestnut trees in
the growing bases, which have not been the significant procurement source.
7.
LAND USE RIGHTS, NET

Land Use Rights at September 30, 2007 and December
31, 2006 consists of the following:

| |                              |   | 2007      |   | 2006     
| | ---------------------------- | - | --------- | - | ---------
| | Land
    use rights, at cost | $ | 3,105,689 | $ | 2,886,587
| | Accumulated amortization     |   | (168,628) |   | (109,112)
| |                              |   |           |   |          
| |                              | $ | 2,937,061 | $ | 2,777,475

Land use rights represents the the long term lease
of the parcel of land, that the PRC government owns, on which the Company's
corporate campus is being constructed.

Amortization expense, which is calculated by
straight-line, for the above land use rights was $59,516 and $23,788 for the
period ended September 30, 2007 and December 31, 2006.

8.

CAPITALIZATION

As a result of the reverse-merger
on May 3, 2007 involving an exchange of shares and issuance of shares to private
investors and other parties involved in the deal, the total number of the
Company's common stock shares at 24,923,178 and 17,932,777 issued and
outstanding at September 30, 2007 and December 31, 2006 respectively have been
restated to recognize the recapitalization as depicted in the following table:

|                                                                                                                                                 |   | Number of  |   | Stock   |   | Additional     
|------------------------------------------------------------------------------------------------------------------------------------------------ | - | ---------- | - | ------- | - | ---------------
|Name of Shareholder                                                                                                                              |   | Shares     |   | Capital |   | Paid-in capital
|                                                                                                                                                 |   |            |   |         |   |                
|Shareholders of
    International Lorain Holding Inc. (697,663 Series B preferred shares
    converted to common shares at one for 23.375 split) | $ | 16,307,872 | $ | 16,308  | $ | -              
|                                                                                                                                                 |   |            |   |         |   |                
|Halter Financial
    Investments LP and Other (100,000 Series A preferred shares converted to
    common shares:                                 |   |            |   |         |   |                
|100,000 x 428.56
    =42,856,000 / 32.84) Reversed-split                                                                                         |   | 1,304,992  |   | 1,305   |   | -              
|                                                                                                                                                 |   |            |   |         |   |                
|Original Shareholders of
    Millennium Quest (Shell) 10,508,643 shares / 32.84 reverse-split adjusted
    for round-down                        |   | 319,913    |   | 320     |   | -              
|                                                                                                                                                 |   |            |   |         |   |                
|Original additional paid-in
    capital from the 4 PRC subsidiaries                                                                              |   | -          |   | -       |   | 6,846,620      
|                                                                                                                                                 |   |            |   |         |   |                
|Private Investors
    (299,055.78 Series B preferred shares converted to common shares at 23.375 =
    6,990,401 shares)                         |   | 6,990,401  |   | 6,990   |   | 19,318,943     
|Less: Cost of issue                                                                                                                              |   | -          |   | -       |   | (2,043,295)    
|Cash acquired from Shell
    (Millennium Quest Inc.) upon reverse-merger on May 3, 2007 credited to APIC                                         |   | -          |   | -       |   | 5,268          
|                                                                                                                                                 |   |            |   |         |   |                
|                                                                                                                                                 |   | 24,923,178 |   | 24,923  |   | 24,127,536     

13

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9.

OTHER EXPENSES

Included in this head of
expense was casualty loss on the Company's Beijing production facility, which
had a fire due to electricity short-circuit on May 26, 2007. The cost to rebuild
the facility and replace equipment incurred during the current quarter amounted
to $ 1,243,000 (RMB 9,500,000). Production was restored to normal levels in
early August 2007.

10.

INCOME TAXES

All of the Group's income before
income taxes and related tax expenses are from PRC sources. In accordance with
the relevant tax laws and regulations of PRC, the corporation income tax rate is
33%. However, also in accordance with the relevant taxation laws in the PRC,
some of the subsidiaries of the Group are eligible for tax exemption. In
particular, from the time that a company has its first profitable tax year, the
company is exempt from corporate income tax for its first two year and is then
entitled to a 50% tax reduction for the succeeding three year.

| |                                     |   | 2007      |   | 2006     
| | ----------------------------------- | - | --------- | - | ---------
| |                                     |   |           |   |          
| | Income
    before tax               | $ | 4,854,731 | $ | 3,609,814
| |                                     |   |           |   |          
| | Tax at
    the income tax rate      |   | 1,602,061 |   | 1,191,239
| |                                     |   |           |   |          
| | Effect
    of tax exemption granted |   | (646,621) |   | (754,985)
| |                                     |   |           |   |          
| | Income
    tax                      | $ | 955,440   | $ | 436,254  

| |                                         |   |            |   |           
| | --------------------------------------- | - | ---------- | - | ----------
| |                                         |   |            |   |           
| | Per Share Effect of
    Tax Exemption   |   | 2007       |   | 2006      
| | Effect of tax
    exemption granted     | $ | 646,621    | $ | 754,985   
| |                                         |   |            |   |           
| | Weighted-Average
    Shares Outstanding |   | 21,764,553 |   | 17,932,778
| |                                         |   |            |   |           
| | Per share effect                        | $ | 0.0297     | $ | 0.0421    

As of September 30, 2007, there existed no deferred
tax assets or liabilities for the Group pursuant to the PRC tax law.

Effective January 1, 2008, PRC government implements a new 15% tax rate across
the board for all enterprises regardless of whether domestic or foreign
enterprise without any tax holiday which is defined as "two-year exemption
followed by three-year half exemption" hitherto enjoyed by tax payers. As a
result of the new tax law of a standard 15% tax rate, tax holidays terminated as
of December 31, 2007. However, PRC government has established a set of
transition rules to allow enterprises already started tax holidays before
January 1, 2008, to continue enjoying the tax holidays until being fully
utilized.

14

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Based
on the background of each constituent of our group, the income tax rates
applicable to the four constituents for 2007, 2008 and 2009 are depicted in the
following table.

Income Tax Rate
      2007
      2008
      2009Junan Hongran
      15%
      12.5%
      25%Luotian Lorain
      0%
      12.5%
      12.5%Beijing Lorain
      0%
      0%
      12.5%Shangdong Lorain
      30%
      25%
      25%


PART II.

ITEM 6. EXHIBITS

|31.1 | Certification of Principal Executive Officer filed pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002.                                                                             
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                               
|31.2 | Certification of Principal Financial Officer filed pursuant to Section 302
    of the Sarbanes-Oxley Act of 2002.                                                                             
|     |                                                                                                                                                                                               
|32.  | Certification of Principal Executive Officer and Financial Officer furnished
    pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.

15

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

|Date: February 20,
    2008 |                                
|--------------------------- | -------------------------------
|                            |                                
|                            | AMERICAN LORAIN
    CORPORATION
|                            |                                
|                            | By: /S/ Si Chen                
|                            | Si Chen                        
|                            | Chief Executive Officer        

16

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EXHIBIT INDEX

|Exhibit | Description                                                                                                                                                                                       
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                   
|31.1    | Certification of
    Principal Executive Officer filed pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.                                                                             
|        |                                                                                                                                                                                                   
|31.2    | Certification of
    Principal Financial Officer filed pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002.                                                                             
|        |                                                                                                                                                                                                   
|32.     | Certification of
    Principal Executive Officer and Financial Officer furnished pursuant to 18
    U.S.C. Section 1350, as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.

17

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